<PAGE> 1
EXHIBIT 4.5
EXECUTION COPY
AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT
Dated as of December 16, 1999
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this "Amendment")
among European Software Marketing Ltd., a Guernsey company ("ESM"), Amdocs
(U.K.) Ltd., a corporation organized under the laws of England and Wales
("Amdocs U.K."), Amdocs, Inc., a Delaware corporation ("Amdocs Inc."), Canadian
Directory Technology Ltd., a Delaware corporation ("CADET") and Amdocs (USA),
Inc., a Delaware corporation ("Amdocs USA"), (ESM, Amdocs U.K., Amdocs Inc.,
CADET and Amdocs USA are collectively the "Existing Borrowers"), Sypress, Inc.,
a Delaware corporation ("Sypress"), Amdocs Development Limited, a limited
liability company organized under the laws of the Republic of Cyprus ("Amdocs
Cyprus"), Amdocs Software Megoldasok Korlatolt Felelossegu Tarsasag, a limited
liability company organized under the laws of the Republic of Hungary ("Amdocs
Hungary") and Amdocs Software Systems Limited, a corporation organized under the
laws of Ireland ("Amdocs Ireland"), (Sypress, Amdocs Cyprus and Amdocs Ireland
are collectively, the "Phase II New Borrowers" and are, together with Amdocs
Hungary, the "New Borrowers", and are, together with the Existing Borrowers, the
"Borrowers") the banks, financial institutions and other institutional lenders
parties to the Credit Agreement (the "Lenders"), the Initial Issuing Bank (as
defined in the Credit Agreement) and the Swing Line Bank (as defined in the
Credit Agreement), Bank of America, N.A. (formerly known as NationsBank, N.A.,
as successor by merger thereto), as administrative agent (the "Administrative
Agent"), The Bank of Nova Scotia, as syndication agent, and The Industrial Bank
of Japan, Limited, as documentation agent for the Lender Parties (as defined in
the Credit Agreement).
PRELIMINARY STATEMENTS:
(1) The Existing Borrowers, the Lenders and the Agents have
entered into an Amended and Restated Credit Agreement dated as of June 29, 1998
(the "Credit Agreement"). Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Credit Agreement.
(2) The Existing Borrowers have requested that the Lenders
amend the Credit Agreement as hereinafter set forth.
(3) The Lenders are, on the terms and conditions stated below,
willing to grant the requests of the Existing Borrowers and the Existing
Borrowers and the Lenders have agreed to amend the Credit Agreement as
hereinafter set forth.
SECTION 1. Phase I Amendments to Credit Agreement. The Credit
Agreement
<PAGE> 2
is, effective as of the date hereof and subject to the satisfaction of
the conditions precedent set forth in Section 5(a), hereby amended as follows:
(a) The following definitions are added to Section 1.01 in the
appropriate alphabetical order:
"Amendment No. 1" means Amendment No. 1 to the Credit
Agreement dated as of December 16, 1999.
"Sypress" means Sypress, Inc., a Delaware
corporation.
"U.S. Loan Party Restructuring" has the meaning
specified in Section 5.02(e).
"U.S. Restructuring Documents" has the meaning
specified in Section 5.02(e).
(b) Section 5.02(e) is amended to (i) delete the word "and" at
the end of subsection (ii) thereof, (ii) delete the punctuation "." at
the end of subsection (iii) thereof and to substitute therefor the
language ", and", and (iii) to add a new subsection (iv) to Section
5.02(e) to read as follows:
"(iv) (A) the contribution by Limited of 100% of the capital
stock of Amdocs USA to ESM, which in turn shall contribute
100% of the capital stock of Amdocs USA to Amdocs UK and (B)
the sale or other transfer by Amdocs UK of 100% of the capital
stock of each of Amdocs Inc. and Amdocs USA to Sypress
(together with the sale or transfer described in the foregoing
clause (A) and each related transaction contemplated thereby
or by this clause (B), the "U.S. Loan Party Restructuring"),
provided that:
(x) before and after giving effect to the U.S. Loan
Party Restructuring, no Default shall have occurred and be
continuing,
(y) the Administrative Agent shall have received on
or prior to the consummation of the U.S. Loan Party
Restructuring, certificates representing 100% of the capital
stock of each of Amdocs Inc. and Amdocs USA, in each case,
issued thereby to Sypress, accompanied by undated stock powers
executed in blank,
(z) the Administrative Agent shall have received on
or prior to the consummation of the U.S. Loan Party
Restructuring, in sufficient copies for each Lender Party:
(1) Certified copies of each material
agreement, instrument and any other document evidencing or
otherwise setting forth the terms and conditions of the U.S.
Loan Party Restructuring (collectively, the "U.S.
Restructuring Documents"),
<PAGE> 3
(2) Certified copies of the resolutions of
the Board of Directors or Executive Committee of each Loan
Party that is or is to be a party to any aspect of the U.S.
Loan Party Restructuring or the transactions contemplated
thereby approving the U.S. Restructuring Documents to which it
is or is to be a party and the consummation of each aspect of
the U.S. Loan Party Restructuring and the other transactions
contemplated by any of the foregoing involving or affecting
such Loan Party,
(3) A certificate of each of ESM, Amdocs
Inc., Amdocs USA, Amdocs U.K. and Sypress, signed on behalf of
such Loan Party by its Director or Officer, dated the date of
consummation of the U.S. Loan Party Restructuring, certifying
as to (A) the absence of any amendments to the charter of such
Loan Party since the date of the certificate referred to in
Section 3.01(d)(iii) of this Agreement, (B) the due
incorporation and good standing (where applicable) of such
Loan Party as a corporation organized under the laws of the
jurisdiction of its incorporation, and the absence of any
proceeding for the dissolution or liquidation of such Loan
Party and (C) the absence of any event occurring and
continuing, or resulting from the U.S.
Loan Party Restructuring, that constitutes a Default,
(4) if requested by the Administrative
Agent, executed, original financing statements or other
appropriate filings, in form and substance satisfactory to the
Administrative Agent, under the Uniform Commercial Code or
other appropriate laws of all jurisdictions that the
Administrative Agent may deem necessary or desirable in order
to perfect and protect the first priority liens and security
interests created under the Security Agreement, covering the
Collateral described in the Security Agreement, and
(5) A favorable opinion of Blackwell Sanders
Peper Martin and Reboul, MacMurray, Hewitt, Maynard & Kristol,
in each case, counsel for Amdocs Inc., Amdocs USA, Amdocs UK
and Sypress, in the form of Exhibit E-5 to Amendment No. 1,
and to such other matters as any Lender Party through the
Administrative Agent may reasonably request."
(c) Section 5.02(g) is amended to (i) delete the word "and" at
the end of subsection (iv) thereof, (ii) to delete the punctuation "."
at the end of subsection (v) thereof and to substitute therefor the new
language ", and" and (iii) to add a new subsection (vi) at the end of
Section 5.02(g) to read as follows:
"(vi) Sypress may issue capital stock to Amdocs UK in a
transaction authorized by Section 5.02(e)(iv), provided that,
on or prior to any such issuance, Sypress shall deliver to the
Administrative Agent certificates evidencing any such capital
stock, accompanied by stock powers endorsed in blank, required
to be pledged thereby pursuant to Section 1 of the Security
Agreement and the other Loan Documents, and shall execute such
other instruments and documents as the Administrative Agent
shall reasonably request, including, without limitation, such
amendments to the Collateral Documents, as the Administrative
Agent shall
<PAGE> 4
request."
(i) Schedule 4.01(b) is amended and restated in its entirety
to read as set forth in Exhibit A hereto which Schedule shall indicate
each such Subsidiary that is a Significant Subsidiary.
SECTION 2. Phase II Amendments to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 5(b),
hereby amended as follows:
(a) The recital of parties to the Credit Agreement is amended
in full to read as follows:
AMENDED AND RESTATED CREDIT AGREEMENT dated as of
June 29, 1998 among European Software Marketing Ltd., a
Guernsey company ("ESM"), Amdocs (U.K.) Ltd., a corporation
organized under the laws of England and Wales ("Amdocs U.K."),
Amdocs, Inc., a Delaware corporation ("Amdocs Inc."), Canadian
Directory Technology Ltd., a Delaware corporation ("CADET"),
Amdocs (USA), Inc., a Delaware corporation ("Amdocs USA"),
Sypress, Inc., a Delaware corporation ("Sypress"), Amdocs
Development Limited, a limited liability company organized
under the laws of the Republic of Cyprus ("Amdocs Cyprus") and
Amdocs Software Systems Limited, a corporation organized under
the laws of Ireland ("Amdocs Ireland") (ESM, Amdocs U.K.,
Amdocs Inc., CADET, Amdocs USA, Sypress, Amdocs Cyprus and
Amdocs Ireland are collectively the "Borrowers"), the banks,
financial institutions and other institutional lenders parties
to the Credit Agreement (the "Lenders"), the Initial Issuing
Bank (as defined in the Credit Agreement) and the Swing Line
Bank (as defined in the Credit Agreement), Bank of America,
N.A. (formerly known as NationsBank, N.A., as successor by
merger thereto), as administrative agent (the "Administrative
Agent"), The Bank of Nova Scotia, as syndication agent, and
The Industrial Bank of Japan, Limited, as documentation agent
for the Lender Parties (as defined in the Credit Agreement).
(b) The definition of "Sublimit" in Section 1.01 is amended in
full to read as follows:
"Sublimit" means, for each Borrower, the amount set
opposite the name of such Borrower below, as such amounts may
be reduced pursuant to Section 2.05:
<TABLE>
<S> <C>
ESM $ 70,000,000
Amdocs U.K. $ 50,000,000
Amdocs Inc. $100,000,000
Amdocs USA $ 60,000,000
CADET $ 20,000,000
Sypress $100,000,000
Amdocs Cyprus $20,000,000
Amdocs Ireland $20,000,000
</TABLE>
<PAGE> 5
(c) The definition of "Consolidating" in Section 1.01 is
amended in full to read as follows:
"Consolidating" financial statements of Limited and
its Subsidiaries refers to the presentation of accounts of
Limited, Amdocs (Israel), Sypress, Amdocs UK, Amdocs Inc.,
Amdocs USA, Amdocs Cyprus, Amdocs Ireland and the other
Consolidated Subsidiaries of Limited (as a group).
(d) The following definitions are added to Section 1.01 in the
appropriate alphabetical order:
"Amdocs Cyprus" has the meaning specified in the
recital of parties to this Agreement.
"Amdocs Cyprus Charge" means the deed of charge dated
as of the Phase II Effective Date (as defined in Amendment No.
1) made by Amdocs Cyprus in favor of the Administrative Agent,
as amended, supplemented and otherwise modified in accordance
with its terms and the terms hereof.
"Amdocs Cyprus Debenture" means the debenture dated
as of the Phase II Effective Date (as defined in Amendment No.
1) made by Amdocs Cyprus in favor of the Administrative Agent,
as amended, supplemented and otherwise modified in accordance
with its terms and the terms hereof.
"Amdocs Ireland" has the meaning specified in the
recital of parties to this Agreement.
"Amdocs U.K. Debenture" means the debenture dated
January 6, 1998 made by Amdocs U.K. in favor of the
Administrative Agent, as amended, supplemented and otherwise
modified in accordance with its terms and the terms hereof.
"Sypress" has the meaning specified in the recital of
parties to this Agreement.
(e) The definition of "Home Jurisdiction Withholding Taxes"
set forth in Section 2.12(e) is amended in full to read as follows:
"Home Jurisdiction Withholding Taxes" means (a) in
the case of Amdocs Inc., CADET, Amdocs USA and Sypress,
withholding taxes imposed by the United States, (b) in the
case of Amdocs UK, withholding taxes imposed by the United
Kingdom of Great Britain and Wales, (c) in the case of ESM,
withholding taxes imposed by Guernsey, (d) in the case of
Amdocs Cyprus, withholding taxes imposed by the Republic of
Cyprus and (e) in the case of Amdocs Ireland, withholding
taxes imposed by Ireland.
<PAGE> 6
(f) Section 9.02 is supplemented by the addresses set forth
for each of Sypress, Amdocs Cyprus and Amdocs Ireland beneath their
respective signature lines to this Amendment.
(g) Schedule I is amended and restated in its entirety to read
as set forth in Exhibit F hereto.
(h) Schedule 4.01(b) is amended and restated in its entirety
to read as set forth in Exhibit A hereto which Schedule shall indicate
each such Subsidiary that is a Significant Subsidiary.
SECTION 3. Phase III Amendments to Credit Agreement. The
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 5(c), hereby
amended as follows:
(a) The recital of parties to the Credit Agreement is amended
in full to read as follows:
AMENDED AND RESTATED CREDIT AGREEMENT dated as of
June 29, 1998 among European Software Marketing Ltd., a
Guernsey company ("ESM"), Amdocs (U.K.) Ltd., a corporation
organized under the laws of England and Wales ("Amdocs U.K."),
Amdocs, Inc., a Delaware corporation ("Amdocs Inc."), Canadian
Directory Technology Ltd., a Delaware corporation ("CADET"),
Amdocs (USA), Inc., a Delaware corporation ("Amdocs USA"),
Sypress, Inc., a Delaware corporation ("Sypress"), Amdocs
Development Limited, a limited liability company organized
under the laws of the Republic of Cyprus ("Amdocs Cyprus"),
Amdocs Software Megoldasok Korlatolt Felelossegu Tarsasag, a
limited liability company organized under the laws of the
Republic of Hungary ("Amdocs Hungary") and Amdocs Software
Systems Limited, a corporation organized under the laws of
Ireland ("Amdocs Ireland") (ESM, Amdocs U.K., Amdocs Inc.,
CADET, Amdocs USA, Sypress, Amdocs Cyprus, Amdocs Hungary and
Amdocs Ireland are collectively the "Borrowers"), the banks,
financial institutions and other institutional lenders parties
to the Credit Agreement (the "Lenders"), the Initial Issuing
Bank (as defined in the Credit Agreement) and the Swing Line
Bank (as defined in the Credit Agreement), Bank of America,
N.A. (formerly known as NationsBank, N.A. as successor by
merger thereto), as administrative agent (the "Administrative
Agent"), The Bank of Nova Scotia, as syndication agent, and
The Industrial Bank of Japan, Limited, as documentation agent
for the Lender Parties (as defined in the Credit Agreement).
(b) The definition of "Sublimit" in Section 1.01 is amended
(i) to add to the table therein the following row:
<TABLE>
<S> <C>
Amdocs Hungary $20,000,000
</TABLE>
and (ii) to add the following new proviso "provided, that the aggregate
Borrowings made
<PAGE> 7
by Amdocs Cyprus, Amdocs Hungary and Amdocs Ireland shall not exceed $40,000,000
at any time outstanding."
(c) The definition of "Consolidating" in Section 1.01 is
amended to delete the phrase "Amdocs Cyprus and Amdocs Ireland and the
other Consolidated Subsidiaries of Limited" and to substitute therefor
the phrase "Amdocs Cyprus, Amdocs Hungary and Amdocs Ireland and the
other Consolidated Subsidiaries of Limited".
(d) The following definition is added to Section 1.01 in the
appropriate alphabetical order:
"Amdocs Hungary" has the meaning specified in the
recital of parties to this Agreement.
(e) The definition of "Home Jurisdiction Withholding Taxes"
set forth in Section 2.12(e) is amended to delete the language "and
(e)" and to substitute therefore the language ", (e) in the case of
Amdocs Hungary, withholding taxes imposed by the Republic of Hungary
and (f)".
(f) Section 9.02 is supplemented by the address set forth for
Amdocs Hungary beneath its signature line to this Amendment.
SECTION 4. Waiver to the Credit Agreement. The requirement set
forth in Section 5.02(i) that no Borrower will at any time, or permit any of its
Subsidiaries to, amend its certificate of incorporation is, as of the Phase I
Effective Date, waived solely to allow, and solely to the extent required for,
Sypress to authorize common stock at a par value of $1.00 per share in an amount
approximately equal to the number of shares to be issued by Sypress to Amdocs
U.K. as consideration for the contribution by Amdocs U.K. of Amdocs Inc. and
Amdocs USA to Sypress as part of the U.S. Loan Party Restructuring, provided,
however, that a copy of such amendment to the certificate of incorporation of
Sypress certified by an officer of Sypress shall be delivered to the
Administrative Agent on or prior to the date of filing such amendment.
SECTION 5. Conditions of Effectiveness. (a) Section 1 of this
Amendment shall become effective as of the date (the "Phase I Effective Date")
when, and only when, on or before December 30, 1999 the following conditions
shall have been satisfied:
(i) the Administrative Agent shall have received counterparts
of this Amendment executed by the Existing Borrowers and all of the
Lenders or, as to any of the Lenders, advice satisfactory to the
Administrative Agent that such Lender has executed this Amendment.
(ii) Before giving effect to the transactions contemplated by
this Amendment, there shall have occurred no material adverse change in
the business condition (financial or otherwise), operations,
performance, properties or prospects of any Loan Party, any of its
Subsidiaries or Limited since September 30, 1999.
(iii) There shall exist no action, suit, investigation,
litigation or proceeding
<PAGE> 8
affecting any Loan Party or any of its Subsidiaries pending or
threatened before any court, governmental agency or arbitrator that (i)
would be reasonably likely to have a Material Adverse Effect or (ii)
purports to affect the legality, validity or enforceability of this
Amendment, the Credit Agreement, any Note, any other Loan Document, any
Related Document or the consummation of the transactions contemplated
hereby.
(iv) The Existing Borrowers shall have paid all invoiced fees
and expenses of the Administrative Agent and the Lender Parties
(including the invoiced fees and expenses of counsel to the
Administrative Agent and local counsel to the Lender Parties).
(v) The Administrative Agent on behalf of the Lender Parties
shall have received on or before the effective date of this Amendment
the following, each dated such day (unless otherwise specified), in
form and substance satisfactory to the Lender Parties (unless otherwise
specified) and in sufficient copies for each Lender Party:
(A) A consent in substantially the form of Exhibit B
hereto, by the Guarantors (as defined in the US Loan Party
Guaranty) in favor of the Administrative Agent under the US
Loan Party Guaranty duly executed by each Guarantor party
thereto, consenting to the amendment contemplated by this
Agreement.
(B) A consent in substantially the form of Exhibit C
hereto, by the Guarantors (as defined in the Non-US Loan Party
Guaranty) in favor of the Administrative Agent under the
Non-US Loan Party Guaranty, duly executed by each Guarantor
party thereto (other than Amdocs Japan Limited and Directory
Technology Pty. Ltd.), consenting to the amendment
contemplated by this Agreement.
(C) Such financial, business and other information
regarding each Loan Party and its Subsidiaries as the Lender
Parties shall have requested, including, without limitation,
information as to possible contingent liabilities, tax
matters, environmental matters, obligations under employee
benefit plans, collective bargaining agreements and other
arrangements with employees and forecasts prepared by
management of the Borrowers, in form and substance
satisfactory to the Lender Parties, of balance sheets, income
statements and cash flow statements on a quarterly basis for
the first year following the effective date of this Amendment
and on an annual basis for each year thereafter until 2001.
(D) A favorable opinion of Reboul, MacMurray, Hewitt,
Maynard & Kristol, special New York counsel to the Existing
Borrowers, in substantially the forms of Exhibit E-4 hereto,
and to such other matters as any Lender Party through the
Administrative Agent may reasonably request.
(b) Section 2 of this Amendment shall become effective as of
the date (the "Phase II Effective Date") when, and only when, on or before
January 31, 2000 the following conditions shall have been satisfied:
<PAGE> 9
(i) The Phase I Effective Date shall have occurred or occur
simultaneously with the Phase II Effective Date, and the Administrative
Agent shall have received counterparts of this Amendment executed by
the Phase II New Borrowers.
(ii) Before giving effect to the transactions contemplated by
this Amendment, there shall have occurred no material adverse change in
the business condition (financial or otherwise), operations,
performance, properties or prospects of any Loan Party, any of its
Subsidiaries or Limited since September 30, 1999.
(iii) There shall exist no action, suit, investigation,
litigation or proceeding affecting any Loan Party or any of its
Subsidiaries pending or threatened before any court, governmental
agency or arbitrator that (i) would be reasonably likely to have a
Material Adverse Effect or (ii) purports to affect the legality,
validity or enforceability of this Amendment, the Credit Agreement, any
Note, any other Loan Document, any Related Document or the consummation
of the transactions contemplated hereby.
(iv) The Borrowers shall have paid all accrued fees and
expenses of the Administrative Agent and the Lender Parties (including
the invoiced fees and expenses of counsel to the Administrative Agent
and local counsel to the Lender Parties).
(v) The Administrative Agent on behalf of the Lender Parties
shall have received on or before the effective date of this Amendment
the following, each dated such day (unless otherwise specified), in
form and substance satisfactory to the Lender Parties (unless otherwise
specified) and (except for the Notes) in sufficient copies for each
Lender Party:
(A) The Notes of each Phase II New Borrower payable
to the order of the Lenders.
(B) Certified copies of the resolutions of the Board
of Directors or Executive Committee of each Phase II New
Borrower approving this Amendment, the Credit Agreement, the
Notes, each other Loan Document and each Related Document to
which it is or is to be a party, and of all documents
evidencing other necessary corporate action and governmental
and other third party approvals and consents, if any, with
respect to this Amendment, the Credit Agreement, the Notes,
each other Loan Document and each Related Document.
(C) A certificate of each Phase II New Borrower,
signed on behalf of such Phase II New Borrower by its
President or a Vice President and its Secretary or any
Assistant Secretary, dated the Phase II Effective Date of this
Amendment (the statements made in which certificate shall be
true on and as of such date), certifying as to (A) a copy of
the charter of such Borrower, (B) the due incorporation and
good standing (where applicable) of such Borrower as a
corporation organized under the laws of the jurisdiction of
its incorporation, and the absence of any proceeding for the
dissolution or liquidation of such Borrower, (C) the truth of
the representations and warranties contained in the Loan
<PAGE> 10
Documents as though made on and as of the Phase II Effective
Date and (D) the absence of any event occurring and
continuing, or resulting from the effectiveness of this
Amendment, that constitutes a Default.
(D) A certificate of the Secretary or an Assistant
Secretary of each Phase II New Borrower certifying the names
and true signatures of the officers of such Person authorized
to sign this Amendment, the Notes, each other Loan Document
and each Related Document to which they are or are to be
parties and the other documents to be delivered hereunder and
thereunder.
(E) An assumption of guaranty in substantially the
form of Exhibit A to the Non-US Loan Party Guaranty, duly
executed by each of Amdocs Cyprus and Amdocs Ireland.
(F) A security agreement supplement in substantially
the form of Exhibit A to the Security Agreement, duly executed
by each of Amdocs Cyprus and Amdocs Ireland.
(G) (1) A Deed of Charge dated the date of the Phase
II Effective Date (the "Amdocs Cyprus Charge") made by Amdocs
Cyprus in favor of the Administrative Agent, in substantially
the form of Exhibit D-1 hereto and (2) and a Debenture dated
the date of the Phase II Effective Date (the "Amdocs Cyprus
Debenture") made by Amdocs Cyprus in favor of the
Administrative Agent, in substantially the form of Exhibit D-2
hereto, in each case, duly executed by Amdocs Cyprus, together
with evidence that all actions that may be necessary or
desirable in order to perfect and protect the first priority
liens, security interests and charges created by the Amdocs
Cyprus Charge and the Amdocs Cyprus Debenture, respectively,
have been taken.
(H) Such financial, business and other information
regarding each Loan Party and its Subsidiaries as the Lender
Parties shall have requested, including, without limitation,
information as to possible contingent liabilities, tax
matters, environmental matters, obligations under employee
benefit plans, collective bargaining agreements and other
arrangements with employees and forecasts prepared by
management of the Existing Borrowers and the Phase II New
Borrowers, in form and substance satisfactory to the Lender
Parties, of balance sheets, income statements and cash flow
statements on a quarterly basis for the first year following
the effective date of this Amendment and on an annual basis
for each year thereafter until 2001.
(I) A favorable opinion of Antis Triantafyllides &
Sons, counsel for Amdocs Cyprus, Arthur Cox, counsel for
Amdocs Ireland, and Reboul, MacMurray, Hewitt, Maynard &
Kristol, special New York counsel to the Existing Borrowers
and the Phase II New Borrowers, in substantially the forms of
Exhibits E-1, E-2 and E-4 hereto, and to such other matters as
any Lender Party through the Administrative Agent may
reasonably request.
<PAGE> 11
(c) Section 3 of this Amendment shall become effective on the
date (the "Phase III Effective Date") when, and only when, on or before January
31, 2000 the following conditions shall have been satisfied:
(i) The Phase II Effective Date shall have occurred or occur
simultaneously with the Phase III Effective Date, and the
Administrative Agent shall have received counterparts of this Amendment
executed by Amdocs Hungary.
(ii) Before giving effect to the transactions contemplated by
this Amendment, there shall have occurred no material adverse change in
the business condition (financial or otherwise), operations,
performance, properties or prospects of any Loan Party, any of its
Subsidiaries or Limited since September 30, 1999.
(iii) There shall exist no action, suit, investigation,
litigation or proceeding affecting any Loan Party or any of its
Subsidiaries pending or threatened before any court, governmental
agency or arbitrator that (i) would be reasonably likely to have a
Material Adverse Effect or (ii) purports to affect the legality,
validity or enforceability of this Amendment, the Credit Agreement, any
Note, any other Loan Document, any Related Document or the consummation
of the transactions contemplated hereby.
(iv) The Borrowers shall have paid all accrued fees and
expenses of the Administrative Agent and the Lender Parties (including
the invoiced fees and expenses of counsel to the Administrative Agent
and local counsel to the Lender Parties).
(v) The Administrative Agent on behalf of the Lender Parties
shall have received on or before the effective date of this Amendment
the following, each dated such day (unless otherwise specified), in
form and substance satisfactory to the Lender Parties (unless otherwise
specified) and (except for the Notes) in sufficient copies for each
Lender Party:
(A) The Notes of Amdocs Hungary payable to the order
of the Lenders.
(B) Certified copies of the resolutions of the Board
of Directors or Executive Committee of Amdocs Hungary
approving this Amendment, the Credit Agreement, the Notes,
each other Loan Document and each Related Document to which it
is or is to be a party, and of all documents evidencing other
necessary corporate action and governmental and other third
party approvals and consents, if any, with respect to this
Amendment, the Credit Agreement, the Notes, each other Loan
Document and each Related Document.
(C) A certificate of Amdocs Hungary, signed on behalf
of it by its Managing Director and its Secretary or any
Assistant Secretary, dated the Phase III effective Date of
this Amendment (the statements made in which certificate shall
be true on and as of such date), certifying as to (A) a copy
of charter (or similar document) of such Borrower, (B) the due
incorporation and good standing (where applicable) of such
Borrower as a limited liability company organized under the
<PAGE> 12
laws of the jurisdiction of its incorporation, and the absence
of any proceeding for the dissolution or liquidation of such
Borrower, (C) the truth of the representations and warranties
contained in the Loan Documents as though made on and as of
the Phase III Effective Date and (D) the absence of any event
occurring and continuing, or resulting from the effectiveness
of this Amendment, that constitutes a Default.
(D) A certificate of the Secretary or an Assistant
Secretary of Amdocs Hungary certifying the names and true
signatures of the officers of such Person authorized to sign
this Amendment, the Notes, each other Loan Document and each
Related Document to which it is or is to be party and the
other documents to be delivered hereunder and thereunder.
(E) An assumption of guaranty in substantially the
form of Exhibit A to the Non-US Loan Party Guaranty, duly
executed by Amdocs Hungary.
(F) A security agreement supplement in substantially
the form of Exhibit A to the Security Agreement, duly executed
by Amdocs Hungary.
(G) Such financial, business and other information
regarding each Loan Party and its Subsidiaries as the Lender
Parties shall have requested, including, without limitation,
information as to possible contingent liabilities, tax
matters, environmental matters, obligations under employee
benefit plans, collective bargaining agreements and other
arrangements with employees and forecasts prepared by
management of the Borrowers, in form and substance
satisfactory to the Lender Parties, of balance sheets, income
statements and cash flow statements on a quarterly basis for
the first year following the effective date of this Amendment
and on an annual basis for each year thereafter until 2001.
(H) A favorable opinion of the Law Offices of Dr.
Peter Kamoromi - Squire, Sanders & Dempsey, L.L.P., counsel
for Amdocs Hungary, and Reboul, MacMurray, Hewitt, Maynard &
Kristol, special New York counsel to the New Borrowers, in
substantially the forms of Exhibits E-3 and E-4 hereto, and to
such other matters as any Lender Party through the
Administrative Agent may reasonably request.
(I) Certified copies of each filing made or to be
made (together with an English language translation thereto)
in connection with the attachment and perfection of the
security interests and Liens granted, pledged and assigned by
Amdocs Hungary under Loan Documents, together with original,
execution copies of powers of attorney in form and substance
satisfactory to the Administrative Agent authorizing the
execution of any such filing required by Hungarian law to be
made after the Phase III Effective Date duly executed by
Amdocs Hungary and any other Loan Party that is to be a
signatory to such filing.
This Amendment is subject to the provisions of Section 8.01 of
the Credit
<PAGE> 13
Agreement. For purposes of determining compliance with the conditions
specified in Sections 5(a) (Phase I Effective Date), 5(b) (Phase II Effective
Date) and 5(c) (Phase III Effective Date), each Lender Party that has executed
this Amendment shall be deemed to have consented to, approved or accepted or to
be satisfied with, each document or other matter either sent (or made available)
by the Administrative Agent to such Lender Party for consent, approval,
acceptance or satisfaction, or required thereunder to be consented to or
approved by or acceptable or satisfactory to such Lender Party.
SECTION 6. Representations and Warranties of the Existing
Borrowers. The Existing Borrowers represent and warrant as follows:
(a) Each Existing Borrower is a corporation or limited
liability company, as the case may be, duly organized, validly existing
and in good standing (where applicable) under the laws of the
jurisdiction indicated in the recital of parties to this Amendment.
(b) The execution, delivery and performance by such Borrower
of this Amendment, the Credit Agreement, as amended hereby, and the
transactions contemplated hereby are within such Borrower's corporate
powers, have been duly authorized by all necessary corporate action and
do not (i) contravene such Borrower's charter or by-laws (or similar
governing documents), (ii) violate any law (including, without
limitation, the Securities Exchange Act of 1934), rule or regulation
(including, without limitation, Regulation X of the Board of Governors
of the Federal Reserve System), or any order, writ, judgment,
injunction, decree, determination or award, binding on or affecting
such Borrower or any of its Subsidiaries or any of their properties,
(iii) conflict with or result in the breach of, or constitute a default
under, any contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument binding on or affecting such Borrower,
any of its Subsidiaries or any of their properties or (iv) except for
the Liens created under the Collateral Documents, as amended hereby,
result in or require the creation or imposition of any Lien upon or
with respect to any of the properties of such Borrower or any of its
Subsidiaries.
(c) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body
or any other third party is required for the due execution, delivery or
performance by such Borrower of this Amendment, the Credit Agreement,
as amended hereby, or the transactions contemplated hereby, except for
the authorizations, approvals, actions, notices and filings listed on
Schedule I hereto, all of which have been duly obtained, taken, given
or made and are in full force and effect.
(d) This Amendment has been duly executed and delivered by
such Borrower. This Amendment and each of the Credit Agreement, as
amended hereby, to which the Borrower is a party are, and each of the
Replacement Notes to which the Borrower is to be a party, when
delivered hereunder, will be, legal, valid and binding obligations of
such Borrower, enforceable against such Borrower in accordance with
their respective terms.
(e) There is no action, suit, investigation, litigation or
proceeding including
<PAGE> 14
any Environmental Action, to which such Borrower or any of its
Subsidiaries is a party, pending or threatened before any court,
governmental agency or arbitrator that (i) would be reasonably likely
to have a Material Adverse Effect or (ii) purports to affect the
legality, validity or enforceability of this Amendment, the Notes or
the Credit Agreement, as amended hereby.
SECTION 7. Reference to and Effect on the Credit Agreement and
the Notes. (a) On and after the Phase I Effect Date, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes and
each of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement, as amended by Section 1 this
Amendment.
(b) On and after the Phase II Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in the Notes
and each of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement, as amended by Section 2 of this
Amendment.
(c) On and after the Phase III Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each reference in the Notes
and each of the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement, as amended by Section 3 of this
Amendment.
(d) The Credit Agreement, as specifically amended by this
Amendment, and the other Loan Documents are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed. Without
limiting the generality of the foregoing, the Collateral Documents and all of
the Collateral described therein do and shall continue to secure the payment of
all Obligations of the Loan Parties under the Loan Documents, in each case as
amended by this Amendment.
(e) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
SECTION 8. Costs and Expenses. The Borrowers agree to pay on
demand all costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery and administration, modification and amendment
of this Amendment, the Notes and the other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent) in accordance with the terms
of Section 8.04 of the Credit Agreement.
<PAGE> 15
SECTION 9. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 10. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York.
<PAGE> 16
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
BORROWERS
EUROPEAN SOFTWARE MARKETING LTD.
By
---------------------------------------
Title:
By
---------------------------------------
Title:
AMDOCS (U.K.) LTD.
By
---------------------------------------
Title:
AMDOCS, INC.
By
---------------------------------------
Title:
CANADIAN DIRECTORY TECHNOLOGY LTD.
By
---------------------------------------
Title:
AMDOCS (USA), INC.
By
---------------------------------------
Title:
SYPRESS, INC.
By
---------------------------------------
Title:
<PAGE> 17
2129 Barrett Station Road, Suite 302
St. Louis, Missouri 63131 USA
AMDOCS DEVELOPMENT LIMITED
By
---------------------------------------
Title:
2-4 Arch. Makarios III Avenue
Capital Center
9th Floor
1505 Nicosia, Cyprus
AMDOCS SOFTWARE SYSTEMS LIMITED
By
---------------------------------------
Title:
Earlsfort Centre, Earlsfort Terrace
Dublin 2, Ireland
AMDOCS SOFTWARE MEGOLDASOK KORLATOLT FELELOSSEGU
TARSASAG
By
---------------------------------------
Title:
1062 Budapest, Andrassy ut 64, Hungary
<PAGE> 18
LENDERS
BANK OF AMERICA, N.A. (formerly known as
NationsBank, N.A., as successor by merger
thereto), as Administrative Agent and a Lender
By
---------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By
---------------------------------------
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By
---------------------------------------
Title:
FLEET NATIONAL BANK
By
---------------------------------------
Title:
<PAGE> 19
Schedule I
Authorizations, Approvals, Notices And Filings
None
<PAGE> 20
EXHIBIT A
SCHEDULE 4.01(b)
<PAGE> 21
Exhibit B to
Amendment No. 1
FORM OF CONSENT
TO US LOAN PARTY GUARANTY
Dated as of December __, 1999
The undersigned, each a Guarantor under the US Loan Party
Guaranty in favor of the Administrative Agent, for its benefit and the benefit
of the Lender Parties parties to the Amended and Restated Credit Agreement dated
as of June 29, 1998 (as amended, supplemented or otherwise modified from time to
time in accordance with its terms, the "Credit Agreement"; terms not otherwise
defined herein shall have the meaning herein as therein ascribed to them) as
amended by Amendment No. 1 to the Credit Agreement dated as of December __, 1999
(the "Amendment") among European Marketing Software Ltd., a Guernsey company,
Amdocs (U.K.) Ltd., a corporation organized under the laws of England and Wales,
Amdocs, Inc., a Delaware corporation, Amdocs (USA), Inc. a Delaware corporation,
Canadian Directory Technology Ltd., a Delaware corporation, Sypress, Inc., a
Delaware corporation, Amdocs Development Limited, a limited liability company
organized under the laws of the Republic of Cyprus, Amdocs Software Megoldasok
Korlatolt Felelossegu Tarsasag, a limited liability company organized under the
laws of the Republic of Hungary, and Amdocs Software Systems Limited, a
corporation organized under the laws of Ireland, as Borrowers, the Lender
Parties referred to therein, and Bank of America, N.A. (as successor to
NationsBank, N.A.), as Administrative Agent, The Bank of Nova Scotia, as
syndication agent, and The Industrial Bank of Japan, Limited, as documentation
agent, for the Lender Parties, hereby consent to such amendment of the Credit
Agreement and hereby confirm and agree that notwithstanding the effectiveness of
such amendment, the US Loan Party Guaranty shall continue to be in full force
and effect and is hereby ratified and confirmed in all respects, except that, on
and after the effectiveness of the Amendment, each reference in the US Loan
Party Guaranty to the "Credit Agreement", "thereunder", "thereof" or words of
like import shall mean and be a reference to the Credit Agreement as amended by
the Amendment.
AMDOCS, INC.
By
-------------------------------
Title:
CANADIAN DIRECTORY
TECHNOLOGY, LTD.
By
-------------------------------
Title:
<PAGE> 22
AMDOCS SERVICES, INC.
By
-------------------------------
Title:
AMDOCS (USA), INC.
By
-------------------------------
Title:
<PAGE> 23
Exhibit C to
Amendment No. 1
FORM OF CONSENT
TO NON-US LOAN PARTY GUARANTY
Dated as of December __, 1999
The undersigned, each a Guarantor under the Non-US Loan Party
Guaranty in favor of the Administrative Agent, for its benefit and the benefit
of the Lender Parties parties to the Amended and Restated Credit Agreement dated
as of June 29, 1998 (as amended, supplemented or otherwise modified from time to
time in accordance with its terms, the "Credit Agreement"; terms not otherwise
defined herein shall have the meaning herein as therein ascribed to them) as
amended by Amendment No. 1 to the Credit Agreement dated as of December __, 1999
(the "Amendment") among European Marketing Software Ltd., a Guernsey company,
Amdocs (U.K.) Ltd., a corporation organized under the laws of England and Wales,
Amdocs, Inc., a Delaware corporation, Amdocs (USA), Inc. a Delaware corporation,
Canadian Directory Technology Ltd., a Delaware corporation, Sypress, Inc., a
Delaware corporation, Amdocs Development Limited, a limited liability company
organized under the laws of the Republic of Cyprus, Amdocs Software Megoldasok
Korlatolt Felelossegu Tarsasag, a limited liability company organized under the
laws of the Republic of Hungary, and Amdocs Software Systems Limited, a
corporation organized under the laws of Ireland, as Borrowers, the Lender
Parties referred to therein, and Bank of America, N.A. (as successor to
NationsBank, N.A.), as Administrative Agent, The Bank of Nova Scotia, as
syndication agent, and The Industrial Bank of Japan, Limited, as documentation
agent, for the Lender Parties, hereby consent to such amendment of the Credit
Agreement and hereby confirm and agree that notwithstanding the effectiveness of
such amendment, the US Loan Party Guaranty shall continue to be in full force
and effect and is hereby ratified and confirmed in all respects, except that, on
and after the effectiveness of the Amendment, each reference in the Non-US Loan
Party Guaranty to the "Credit Agreement", "thereunder", "thereof" or words of
like import shall mean and be a reference to the Credit Agreement as amended by
the Amendment.
AMDOCS (U.K.) LIMITED
By
-------------------------------
Title:
By
-------------------------------
Title:
EUROPEAN SOFTWARE MARKETING
LIMITED
By
-------------------------------
Title:
By
-------------------------------
Title:
<PAGE> 24
EXHIBIT F
SCHEDULE I
COMMITMENTS AND APPLICABLE LENDING OFFICES
<TABLE>
<CAPTION>
NAME OF INITIAL LENDER REVOLVING LETTER OF DOMESTIC EURODOLLAR
CREDIT CREDIT LENDING LENDING
COMMITMENT COMMITMENT OFFICE OFFICE
---------------------- ----------- ------------- -------- -----------
<S> <C> <C> <C> <C>
NationsBank, N.A. $25,000,000 $3,333,333.34 901 Main Street 901 Main Street
Dallas, TX 75202 Dallas, TX 75202
The Bank of Nova Scotia $25,000,000 $3,333,333.33 One Liberty Plaza One Liberty Plaza
26th Floor 26th Floor
New York, NY 10006 New York, NY 10006
The Industrial Bank of $25,000,000 $3,333,333.33 New York Branch New York Branch
Japan, Ltd. 1251 Avenue of the Americas 1251 Avenue of the Americas
New York, NY 10020-1104 New York, NY 10020-1104
Fleet National Bank $25,000,000 One Federal Street One Federal Street
Mail Stop MA0FD07A Mail Stop MA0FD07A
Boston, MA 02110 Boston, MA 02110
Attn: Pauline Kowalezyk Attn: Pauline Kowalezyk
</TABLE>
