EIGHTH AMENDMENT TO CREDIT AGREEMENT
This Amendment, dated as of October 31, 2000 (this "Amendment") is entered
into by and among Mynd Corporation (formerly known as Policy Management Systems
Corporation), a South Carolina corporation (the "Borrower"), the Subsidiaries of
the Borrower parties hereto (the "Guarantors"), the financial institutions
parties to this Agreement (together with any other financial institution that is
a party to the Credit Agreement referred to below, collectively, the "Banks"
and, individually, a "Bank") and Bank of America, N.A. (formerly known as Bank
of America National Trust and Savings Association), as Agent (the "Agent").
RECITALS
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The Borrower, the Guarantors, the Agent and the Banks are parties to a
Credit Agreement dated as of August 8, 1997, as amended by a First Amendment to
Credit Agreement dated as of November 5, 1999, a Second Amendment to Credit
Agreement dated as of February 10, 2000, a Third Amendment to Credit Agreement
dated as of March 30, 2000, a Fourth Amendment to Credit Agreement dated as of
April 24, 2000, a Consent, Waiver and Fifth Amendment to Credit Agreement dated
as of July 14, 2000, a Sixth Amendment to Credit Agreement dated as of August
10, 2000 and a Seventh Amendment to Credit Agreement dated as of September 29,
2000 (the "Credit Agreement") pursuant to which the Banks extended a revolving
facility. Capitalized terms used and not otherwise defined or amended in this
Amendment shall have the meanings respectively assigned to them in the Credit
Agreement.
The Borrower has requested that the Banks modify certain provisions of the
Credit Agreement and the Required Banks have agreed to do so, all upon the terms
and provisions and subject to the conditions hereinafter set forth.
AGREEMENT
In consideration of the foregoing and the mutual covenants and agreement
hereinafter set forth, the parties hereto mutually agree as follows:
A. AMENDMENTS
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1. Amendment to Section 1.1(a). The following definitions are hereby added
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to Section 1.1(a) in the appropriate alphabetical order:
"Eighth Amendment to Credit Agreement" means that certain Eighth
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Amendment to Credit Agreement dated as of October 31, 2000 among the
Borrower, the Guarantors, the Agent and the Banks party thereto, which
amends this Agreement.
"Seventh Amendment to Term Loan Agreement" means that certain
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Seventh Amendment to Term Loan Agreement dated as of October 31, 2000
among the Borrower, the Guarantors, the Agent and the Banks party
thereto, which amends the Term Loan Agreement.
"Term Loan Agreement" means that certain Term Loan Agreement
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dated as of November 5, 1999, as amended from time to time, among the
Borrower, the Guarantors, Bank of America, N.A., as Agent and the
Banks party thereto.
2. Amendment to Section 5.12. Section 5.12 of the Credit Agreement is
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hereby amended and restated in its entirety to read as follows:
Minimum Consolidated Tangible Net Worth. At any date,
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Consolidated Tangible Net Worth will not be less than (i) $126,718,000
through November 24, 2000 and $196,718,000 on November 25, 2000 and
thereafter plus on an annual basis (ii) beginning with the fiscal year
beginning January 1, 1999, 50% of Consolidated Net Income, if
positive. There shall be excluded from the calculation of Consolidated
Tangible Net Worth (i) all acquisition related charges of intangibles
and any amounts that have been expended to repurchase shares of the
Borrower's common stock, in each case, since August 8, 1997 and (ii)
fees and expenses paid in connection with the termination of the
merger agreement with Welsh, Carson, Anderson & Stowe and accrued by
the Borrower on its income statement in accordance with GAAP in an
amount not to exceed $24,000,000.
3. Addition of New Section 5.27. A new Section 5.27 is hereby added as
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follows:
Section 5.27 Amendment Fee; CSC Guarantee; Increase in Minimum
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Availability
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Unless the Borrower on or before November 24, 2000 shall have
either (a) paid (i) an amendment fee to the Agent, for the account of
the Banks that have consented to the Eighth Amendment to Credit
Agreement as of November 10, 2000 in accordance with their Pro Rata
Share, in an amount equal to 0.10% of the aggregate Commitments of
such consenting Banks, (ii) an amendment fee to the Agent under the
Term Loan Agreement, for the account of the Banks that have consented
to the Seventh Amendment to Term Loan Agreement as of November 10,
2000 in accordance with their Pro Rata Share, in an amount equal to
0.10% of the aggregate Commitments of such consenting Banks under the
Term Loan Agreement and (iii) to the Agent all other fees due and
payable to the Agent as agreed to by the Borrower or (b) provided a
guaranty of payment executed by Computer Sciences Corporation in favor
of the Banks with respect to $70 million of the outstanding
obligations of the Borrower under this Agreement and the Term Loan
Agreement (with such guaranty allocated pro rata to obligations of the
Borrower under this Agreement and the Term Loan Agreement on a pro
rata basis and any proceeds of such guaranty allocated to each Bank
under the respective agreement in accordance with their Pro Rata
Share) pursuant to a guaranty agreement in form and substance
acceptable to the Agent and its counsel, then, notwithstanding
anything in Section 5.25 to the contrary, beginning on November 25,
2000 and thereafter the Borrower will maintain Availability of not
less than $15,000,000 at all times; provided, however, that in the
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event of the termination of the Agreement and Plan of Merger dated as
of June 20, 2000 by and among the Borrower, Computer Sciences
Corporation and Patriot Acquisition Corp., the minimum Availability
required hereunder shall be reduced to $0.
B. REPRESENTATIONS AND WARRANTIES
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The Borrower and the Guarantors hereby represent and warrant to the Agent
and Banks that:
1. After giving effect to this Amendment, no Event of Default specified
in the Credit Agreement and no event which with notice or lapse of time or both
would become such an Event of Default has occurred and is continuing;
2. After giving effect to this Amendment, the representations and
warranties of the Borrower and the Guarantors pursuant to the Credit Agreement
are true on and as of the date hereof as if made on and as of said date; and
3. The making and performance by the Borrower and the Guarantors of
this Amendment have been duly authorized by all necessary corporate action.
C. EFFECTIVENESS; CONDITIONS
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This Amendment will become effective as of October 31, 2000 upon execution
by the Required Banks (the "Effective Date"). The Borrower shall provide to the
Agent in form and substance satisfactory to the Agent, the following:
1. Execution of Counterparts of Amendment. The Agent shall have
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received counterparts (or other evidence of execution, including telephonic
message, satisfactory to the Agent) of this Amendment, which collectively shall
have been duly executed on behalf of each of the Borrower, the Guarantors (other
than Policy Management Systems Investments, Inc., whose executed counterpart
shall not be required to be delivered to the Agent until November 10, 2000), the
Required Banks and the Agent.
2. Other Items. The Agent shall have received such other
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documents, agreements or information which may be reasonably requested by the
Agent.
D. MISCELLANEOUS
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1. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with same effect as if the signatures thereto and
hereto were upon the same instrument.
2. Except as herein specifically amended, all terms, covenants and
provisions of the Credit Agreement shall remain in full force and effect and
shall be performed by the parties hereto according to its terms and provisions
and all references therein or in the Exhibits shall henceforth refer to the
Credit Agreement as amended by this Amendment.
3. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written.
BORROWER: MYND CORPORATION
(f/k/a Policy Management Systems
Corporation)
By: /S/ G. Larry Wilson
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Title: Chief Executive Officer & President
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GUARANTORS: MYND CORPORATION F/K/A CYBERTEK
CORPORATION
MYND INTERNATIONAL, LTD.
MYND PARTNERS, L.P. F/K/A CYBERTEK
SOLUTIONS, L.P.
By: POLICY MANAGEMENT
SYSTEMS CORPORATION, its General Partner
MYND CORPORATION F/K/A DORN
TECHNOLOGY GROUP, INC.
MYND CORPORATION F/K/A THE LEVERAGE
GROUP, INC.
SOFTWARE SERVICES HOLDING, INC.
By: /S/ G. Larry Wilson
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Title: Director
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POLICY MANAGEMENT SYSTEMS
INVESTMENTS, INC.
By: /S/ Elizabeth D. Powers
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Title: President
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BANKS: BANK OF AMERICA, N.A.
By:/S/ John C. Williams
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Title: Managing Director
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WACHOVIA BANK, N.A.
By:/S/ Rochter H. Watkins, III
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Title: Senior Vice President
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FIRST UNION NATIONAL BANK
By: F. M. Wessinger
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Title: Sr. Vice President
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DEUTSCHE BANK AG, NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By: _____________________________
Title: ___________________________
By: _____________________________
Title: ___________________________
DAI-ICHI KANGYO BANK, LTD.
By: _____________________________
Title: ___________________________
THE FUJI BANK, LIMITED
By: _____________________________
Title: ___________________________