<PAGE> 1
EXHIBIT 4.01
THIRD AMENDMENT TO CREDIT AGREEMENT
Harris Trust and Savings Bank
Chicago, Illinois
Gentlemen:
Reference is hereby made to that certain Credit Agreement (the "Credit
Agreement"), dated as of September 23, 1997, by and among Comshare, Incorporated
(the "Company") and Comshare Limited (the "Borrowing Subsidiary") (together the
"Borrowers") and Harris Trust and Savings Bank (the "Bank"). All capitalized
terms used herein without definition shall have the same meanings herein as such
terms have in the Credit Agreement.
The Borrowers have requested that the Bank amend certain provisions of the
Credit Agreement and the Bank will do so under the terms and conditions set
forth in this Amendment.
1. AMENDMENTS.
(a) Section 8.9 of the Credit Agreement shall be amended and restated
in its entirety and so amended shall be restated to read as follows:
" Section 8.9. Minimum EBITDAL. As of the last day of each fiscal
quarter of the Company (commencing with the fiscal quarter ending on
or about June 30, 2000), the Company will earn an EBITDAL, for the
period of four consecutive fiscal quarters of the Company then ended,
in an amount not less $5,000,000."
(b) Exhibit C to the Credit Agreement shall be amended and as so
amended shall be restated to read as set forth on Annex A hereto.
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
(a) The Borrowers and the Bank shall have executed and delivered this
Amendment.
(b) The Guarantors and each party signatory to that certain Debt
Subordination Agreement dated September 23, 1997 shall have each executed
and delivered to the Bank their consent to this Amendment in the forms set
forth below.
(c) Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Bank and its counsel.
<PAGE> 2
3. REPRESENTATIONS.
In order to induce the Bank to execute and deliver this Amendment, the
Borrowers hereby represent to the Bank that as of the date hereof the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 6.5 shall be deemed to refer to the most recent financial
statements of the Borrowers delivered to the Bank) and, except as waived herein,
the Borrowers are in compliance with the terms and conditions of the Credit
Agreement and no Default or Event of Default has occurred and is continuing
under the Credit Agreement or shall result after giving effect to this
Amendment.
4. MISCELLANEOUS.
4.1. The Borrowers heretofore executed and delivered to the Bank the
Security Agreement, Pledge Agreement and certain other Collateral Documents. The
Borrowers hereby acknowledge and agree that the Liens created and provided for
by the Collateral Documents continue to secure, among other things, the
Obligations arising under the Credit Agreement as amended hereby; and the
Collateral Documents and the rights and remedies of the Bank thereunder, the
obligations of the Borrowers thereunder, and the Liens created and provided for
thereunder remain in full force and effect and shall not be affected, impaired
or discharged hereby. Nothing herein contained shall in any manner affect or
impair the priority of the liens and security interests created and provided for
by the Collateral Documents as to the indebtedness which would be secured
thereby prior to giving effect to this Amendment.
4.2. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Note, or any other instrument or document executed in connection therewith,
or in any certificate, letter or communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such items to the
Credit Agreement being sufficient to refer to the Credit Agreement as amended
hereby.
4.3. The Borrowers agree to pay on demand all costs and expenses of or
incurred by the Bank in connection with the negotiation, preparation, execution
and delivery of this Amendment, including the fees and expenses of counsel for
the Bank.
4.4. This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
(SIGNATURE PAGE TO FOLLOW]
-2-
<PAGE> 3
Dated as of this 29th day of June, 2000.
COMSHARE, INCORPORATED
By
Name /s/ Kathryn Jeble
-------------------------------
Title SVP & CFO
-------------------------------
COMSHARE LIMITED
By
Name /s/ Kathryn Jeble
-------------------------------
Title Director
-------------------------------
Accepted and agreed to as of the date last above written.
HARRIS TRUST AND SAVINGS BANK
By
Name /s/ Kirby M. Law
-------------------------------
Title Vice President
-------------------------------
<PAGE> 4
GUARANTORS' ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned Guarantors heretofore executed and delivered to the
Bank a separate Guaranty Agreement each dated September 23, 1997. Each of the
undersigned hereby consent to the Third Amendment and Waiver to Credit Agreement
as set forth above and confirm that its Guaranty Agreement and all of the
undersigned's obligations thereunder remain in full force and effect. Each of
the undersigned further agree that the consent of the undersigned to any further
amendments to the Credit Agreement shall not be required as a result of this
consent having been obtained, except to the extent, if any, required by the
Guaranty Agreement referred to above.
COMSHARE (U.S.), INC.
COMSHARE LIMITED (CANADA)
COMSHARE HOLDINGS COMPANY
By /s/ Kathryn Jeble
-----------------------------------
Name:
------------------------------
Title: Director
------------------------------
<PAGE> 5
SUBORDINATED CREDITORS' ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned heretofore executed in favor of the Bank a
Debt Subordination Agreement dated September 23, 1997. Each of the undersigned
hereby consent to the Third Amendment and Waiver to Credit Agreement as set
forth above and confirms that the Debt Subordination Agreement and all of the
undersigned's obligations thereunder remain in full force and effect. Each of
the undersigned further agree that the consent of the undersigned to any further
amendments to the Credit Agreement shall not be required as a result of this
consent having been obtained, except to the extent, if any, required by the Debt
Subordination Agreement referred to above.
COMSHARE, INCORPORATED
COMSHARE (U.S.), INC.
COMSHARE LIMITED
COMSHARE HOLDINGS COMPANY
COMSHARE LIMITED
By /s/ Kathryn Jeble
-----------------------------------
Name:
------------------------------
Title: Director
------------------------------
<PAGE> 6
ANNEX A
EXHIBIT C
COMPLIANCE CERTIFICATE
This Compliance Certificate is furnished to Harris Trust and Savings Bank
(the "Bank") pursuant to that certain Credit Agreement dated as of September 23,
1997, between Comshare Incorporated (the "Company") and the Bank (the "Credit
Agreement"). Unless otherwise defined herein, the terms used in this Compliance
Certificate have the meanings ascribed thereto in the Credit Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected
of the Company;
2. I have reviewed the terms of the Credit Agreement and I have made,
or have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Company and its Subsidiaries during the
accounting period covered by the attached financial statements;
3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or the occurrence of
any event which constitutes a Default or Event of Default during or at the
end of the accounting period covered by the attached financial statements
or as of the date of this Certificate, except as set forth below;
4. The financial statements required by Section 8.5 of the Credit
Agreement and being furnished to you concurrently with this certificate
are, to the best of my knowledge, true, correct and complete as of the
dates and for the periods covered thereby; and
5. The Attachment hereto sets forth financial data and computations
evidencing the Company's compliance with certain covenants of the Credit
Agreement, all of which data and computations are, to the best of my
knowledge, true, complete and correct and have been made in accordance with
the relevant Sections of the Credit Agreement.
Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action
-2-
<PAGE> 7
which the Company has taken, is taking, or proposes to take with respect to each
such condition or event:
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
The foregoing certifications, together with the computations set forth in
the Attachment hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this day of
19 .
----------------------------------------
---------------------------, -----------
(Type or Print Name) (Title)
-3-
<PAGE> 8
ATTACHMENT TO COMPLIANCE CERTIFICATE
COMSHARE, INCORPORATED
Compliance Calculations for Credit Agreement
Dated as of September 23, 1997
Calculations as of , 19
<TABLE>
<S> <C>
A. TANGIBLE NET WORTH (SECTION 8.7)
1. Total shareholder's equity (Net Worth) $
-------------
2. Line A 1 must be greater than or equal to $
-------------
3. Company is in compliance (circle yes or no) yes/no
B. OPERATING EXPENSE COVERAGE RATIO (SECTION 8.8)
1. Net Income for past 4 quarters (or as otherwise specified) $
-------------
2. Interest Expense for past 4 quarters (or as otherwise specified) $
-------------
3. Federal, state and local income tax for past 4 quarters (or as $
otherwise specified) -------------
4. Depreciation and amortization for past 4 quarters (or as $
otherwise specified) -------------
5. Operating lease charges for past 4 quarters (or as otherwise $
specified) -------------
6. Add Lines B1-B5 (EBITDAL) $
-------------
7. Capital lease expense for past 4 quarters (or as otherwise specified) $
-------------
8. Add Lines B2 plus B5 plus B7 (Operating Charges) $
-------------
9. Ratio of Line B6 to Line B8 (Operating Expense Coverage Ratio) : 1.0
--------
10. Line B9 ratio must not be less than : 1.0
--------
11. Company is in compliance (circle yes or no) yes/no
</TABLE>
<PAGE> 9
<TABLE>
<S> <C>
C. MINIMUM EBITDAL (SECTION 8.9)
1. EBITDAL (from Line B6 above) $
-------------
2. Line C 1 must not be less than $
-------------
3. Company is in compliance (circle yes or no) yes/no
</TABLE>
-2-
