<PAGE> 1
EXHIBIT 4.6
EXECUTION COPY
LETTER AMENDMENT AND WAIVER NO. 2
TO THE CREDIT AGREEMENT
Dated as of February 29, 2000
To the banks, financial institutions and other institutional lenders
(collectively, the "Lenders") parties to the Credit Agreement
referred to below and to Bank of America, N.A.,
as administrative agent (the " Administrative Agent")
for the Lenders
Ladies and Gentlemen:
We refer to the Amended and Restated Credit Agreement dated as
of June 29, 1998, and Amendment No. 1 thereto dated as of December 16, 1999
("Amendment No. 1") (such Credit Agreement, as so amended, the "Credit
Agreement") among the undersigned and you. Capitalized terms not otherwise
defined in this Letter Amendment and Waiver No. 2 to the Credit Agreement (the
"Letter Amendment and Waiver No. 2") have the same meanings as specified in the
Credit Agreement and Amendment No. 1.
The Borrowers have requested that the Lenders agree to amend
the Credit Agreement in order to permit Amdocs (Israel) to incur Debt in an
aggregate principal amount outstanding not to exceed $40,000,000 at any time
under a line of credit to be established by a lending institution in Israel not
limited to First International Bank of Israel.
Furthermore, in connection with the contribution of 100% of
the outstanding common stock of International Telecommunication Data Systems,
Inc., a Delaware corporation ("ITDS"), by Limited to ESM, the contribution by
ESM of 100% of the outstanding common stock of ITDS to Amdocs UK and the sale by
Amdocs UK of 100% of the outstanding common stock of ITDS to Sypress, the
Borrowers hereby request that the Lenders waive certain sections of the Credit
Agreement as hereinafter set forth to allow the foregoing transfer and sale
transactions.
The Lender Parties have indicated their willingness to amend
the Credit Agreement to permit the modifications and waivers described above on
the terms and conditions set forth below. Accordingly, it is hereby agreed that
the Credit Agreement is, subject to the satisfaction of the conditions set forth
below, amended as follows:
<PAGE> 2
2
(a) Section 5.02(b)(v) be amended and restated in its
entirety to read as follows:
"(v) in the case of Amdocs (Israel), Debt
under a line of credit to be established by a lending
institution in Israel in an aggregate principal
amount outstanding not to exceed $40,000,000 at any
time, provided that the Lender Parties shall be
reasonably satisfied with such lending institution
and the terms and conditions of such line of credit,
including, without limitation, the term, covenants
and events of default thereunder."
It is further agreed that the Lender Parties waive (a) Section
5.02(e) of the Credit Agreement solely to allow and solely to the extent
required for (i) the contribution by Limited of 100% of the outstanding common
stock of ITDS to ESM, which in turn shall contribute 100% of the outstanding
common stock of ITDS to Amdocs UK and (ii) the sale or other transfer by Amdocs
UK of 100% of the outstanding common stock of ITDS to Sypress (together with the
sale or transfer described in the foregoing clause (i) and each related
transaction contemplated thereby or by this clause (ii), the "ITDS
Restructuring") and (b) Section 5.02(g) of the Credit Agreement solely to allow
and solely to the extent required for the issuance of capital stock by Sypress
to Amdocs UK in consideration for the sale by Amdocs UK of 100% of the
outstanding common stock of ITDS to Sypress.
The Loan Parties hereby agree to cause ITDS to promptly
execute and deliver all documents and take all actions as required of a newly
acquired Significant Subsidiary under Section 5.01(l) of the Credit Agreement.
This Letter Amendment and Waiver No. 2 shall cease to be
effective if, prior to 5:00 P.M. (NYC Time) on March 10, 2000, the
Administrative Agent shall not have received each of (a) the original
counterparts of this Letter Amendment and Waiver No. 2 executed by all the
Borrowers, (b) the original of the consent in the form attached hereto executed
by each Guarantor, (c) the stock certificates evidencing all of the Pledged
Shares (as defined in the Security Agreement) issued by ITDS Intelicom Services,
Inc. and (d) acknowledgment copies of Uniform Commercial Code termination
statements or other appropriate filings and documents, in form and substance
satisfactory to the Administrative Agent, properly executed and filed under the
Uniform Commercial Code or other appropriate laws of applicable jurisdictions
and such other instruments and documents as the Administrative Agent shall
reasonably request, evidencing the termination of all security interests and
liens created under agreements other than the Security Agreement against the
interests of ITDS in ITDS Intelicom Services, Inc.
This Letter Amendment and Waiver No. 2 shall become effective
as of the first date on which each of the following conditions precedent shall
have been satisfied:
<PAGE> 3
3
(a) The Administrative Agent shall have received counterparts
of this Letter Amendment and Waiver No. 2 executed by the
Required Lenders or, as to any of the Lenders, advice
satisfactory to the Administrative Agent that such Lender has
executed this Letter Amendment and Waiver No. 2. This Letter
Amendment and Waiver No. 2 is subject to the provisions of
Section 8.01 of the Credit Agreement.
(b) Before and after giving effect to this Letter Amendment
and Waiver No. 2, no Default shall have occurred and be
continuing.
(c) The Administrative Agent shall have received on or prior
to the consummation of the ITDS Restructuring, certificates
representing 100% of the outstanding common stock of ITDS
issued thereby to Sypress, accompanied by undated stock powers
executed in blank.
(d) The Administrative Agent shall have received on or prior
to the consummation of the ITDS Restructuring, certificates
representing all the capital stock issued by Sypress to Amdocs
UK in consideration for the sale by Amdocs UK of 100% of the
outstanding common stock of ITDS to Sypress, accompanied by
stock powers endorsed in blank.
(e) The Administrative Agent shall have received on or prior
to the consummation of the ITDS Restructuring, in sufficient
copies for each Lender Party:
(i) Certified copies of each material agreement,
instrument and any other document evidencing or otherwise
setting forth the terms and conditions of the ITDS
Restructuring (collectively, the "ITDS Documents"), and such
other instruments and documents as the Administrative Agent
shall reasonably request,
(ii) 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 ITDS Restructuring or
the transactions contemplated thereby approving the ITDS
Documents to which it is or is to be a party and the
consummation of each aspect of the ITDS Restructuring and the
other transactions contemplated by any of the foregoing
involving or affecting such Loan Party,
(iii) A certificate of each of ITDS, ESM, Amdocs U.K.
and Sypress, signed on behalf of such Loan Party by its
Director or Officer, dated the date of consummation of the
ITDS Restructuring, certifying as to (A) a copy of the
<PAGE> 4
4
charter of such Borrower and all amendments thereto, (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 or formation, and the
absence of any proceeding for the dissolution or liquidation
of such Loan Party, (C) the truth of the representations and
warranties contained in the Loan Documents as though made on
and as of the date of effectiveness of this Letter Amendment
and Wavier No. 2 and (D) the absence of any event occurring
and continuing, or resulting from the effectiveness of this
Letter Amendment and Waiver No. 2, that constitutes a Default,
(iv) 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
(v) A favorable opinion of Blackwell Sanders Peper
Martin and Reboul, MacMurray, Hewitt, Maynard & Kristol, in
each case, counsel for the Loan Parties, in the form of
Exhibit A hereto, and to such other matters as any Lender
Party through the Administrative Agent may reasonably request.
This Letter Amendment and Waiver No. 2 is subject to the
provisions of Section 9.01 of the Credit Agreement.
On and after the effectiveness of this Letter Amendment and
Waiver No. 2, 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 this Letter Amendment and Waiver No. 2.
The Credit Agreement, the Notes and each of the other Loan
Documents, except to the extent of the waiver specifically provided above, 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. The execution, delivery and effectiveness of this Letter
Amendment and Waiver No. 2 shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any
<PAGE> 5
5
Lender or the Agent under any of the Loan Documents, nor constitute a waiver of
any provision of any of the Loan Documents.
If you agree to the terms and provisions of this Letter
Amendment and Waiver No. 2, please evidence such agreement by executing and
delivering one counterpart by fax of this Letter Amendment and Waiver No. 2 to
Shearman & Sterling, 599 Lexington Avenue, New York, NY 10022, Attention:
Benjamin Cheng, Telephone (212) 848-5336, Fax (212) 893-9707, by no later than
5:00 P.M. (NYC Time) on February 29, 2000, and six original counterparts by
courier promptly thereafter.
This Letter Amendment and Waiver No. 2 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 one and the same agreement. Delivery of an
executed counterpart of a signature page to this Letter Amendment and Waiver No.
2 by telecopier shall be effective as delivery of a manually executed
counterpart of this Letter Amendment and Waiver No. 2.
[Remainder of page intentionally left blank.]
<PAGE> 6
6
This Letter Amendment and Waiver No. 2 shall be governed by,
and construed in accordance with, the laws of the State of New York.
Very truly yours,
EUROPEAN SOFTWARE MARKETING LTD.
By
-----------------------------------
Title:
By
-----------------------------------
Title:
AMDOCS (U.K.) LTD.
By
-----------------------------------
Title:
By
-----------------------------------
Title:
AMDOCS, INC.
By
-----------------------------------
Title:
CANADIAN DIRECTORY TECHNOLOGY LTD.
By
-----------------------------------
Title:
<PAGE> 7
7
AMDOCS (USA), INC.
By
-----------------------------------
Title:
SYPRESS, INC.
By
-----------------------------------
Title:
AMDOCS DEVELOPMENT LIMITED
By
-----------------------------------
Title:
AMDOCS SOFTWARE SYSTEMS LIMITED
By
-----------------------------------
Title:
AMDOCS SOFTWARE MEGOLDASOK
KORLATOLT FELELOSSEGU TARSASAG
By
-----------------------------------
Title:
<PAGE> 8
8
Agreed as of the date first above written:
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, as
Syndication Agent and as a Lender
By
----------------------------------------
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
as Documentation Agent and as a Lender
By
----------------------------------------
Title:
FLEET NATIONAL BANK, as Co-Agent and
as a Lender
By
----------------------------------------
Title:
<PAGE> 9
9
CONSENT
Dated as of _______________, 2000
Each of the undersigned in its capacity (i) as a Grantor under
the Security Agreement dated as of January 6, 1998 from the Grantors named
therein to NationsBank of Texas, N.A. (now known as Bank of America, N.A.), as
Administrative Agent, for its benefit and the benefit of the Lenders Parties
parties to the Credit Agreement referred to in the foregoing Letter Amendment
and Waiver No. 2 and (ii) as a Guarantor under the [US][Non-US] Loan Party
Guaranty dated January 6, 1998, hereby consents to such Letter Amendment and
Waiver No. 2 and hereby confirms and agrees that (a) notwithstanding the
effectiveness of such Letter Amendment and Waiver No. 2, each of the Security
Agreement, the [US][Non-US] Loan Party Guaranty to which it is a party is, and
shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, and (b) the Collateral Documents to which such
Grantor is a party and all of the Collateral described therein do, and shall
continue to, secure the payment of all of the Secured Obligations (in each case,
as defined therein).
[NAME OF [GUARANTOR]
[GRANTOR]
By
-----------------------------------
Title:
