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Exhibit 10.13
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT is entered into as of February 24, 2000, between
AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("BORROWER"), certain
Lenders, and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, as Agent for
Lenders ("AGENT").
1. Borrower, Agent, and Lenders are party to the Credit Agreement (as
renewed, extended, and amended, the "Credit Agreement") dated as of
September 27, 1999, providing for a $50,000,000 revolving credit facility
which, subject to certain conditions set forth in Section 2.7 thereof, may
be increased to $100,000,000.
2. Borrower has requested, and Agent (with concurrence of the
Increasing Lenders) has agreed, to increase the Total Commitment by
increasing the Commitment of the Increasing Lenders, and adding a
Subsequent Lender, subject to the conditions set forth in Section 2.7(b).
3. Borrower, Agent, and Lenders have further agreed, subject to the
following terms and conditions, to amend the Credit Agreement to provide
for a revision to Schedule 1 to reflect the revised Commitments of the
Increasing Lenders and Subsequent Lender, as more particularly set forth
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this amendment (a)
terms defined in the Credit Agreement have the same meanings when used in
this amendment, and (b) references to "Sections," "Schedules," and
"Exhibits" are to the Credit Agreement's sections, schedules, and exhibits.
2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is amended as
follows:
SCHEDULE 1 is entirely amended in the form of, and all
references to SCHEDULE 1 are changed to, the attached AMENDED
SCHEDULE 1.
3. CONDITIONS PRECEDENT. PARAGRAPH 2 above is not effective until the
date (a) Agent receives counterparts of this amendment executed by Borrower,
Agent, and Increasing Lenders, (b) Agent receives, for delivery to the
Increasing Lenders, replacement Notes each in the amount of the Commitment
reflected on AMENDED SCHEDULE 1, and (c) Borrower pays to Agent the fees and
expenses specified in the Fee Letter dated September 27, 1999, executed between
Borrower and Agent.
4. RATIFICATIONS. The parties hereto ratify and confirm that Chase Bank
of Texas, National Association, as an additional Lender, is a "Subsequent
Lender," under SECTION 2.7. Borrower (a) ratifies and confirms all provisions of
the Loan Documents as amended by this amendment, (b) ratifies and confirms that
all guaranties, assurances, and Liens granted, conveyed, or assigned to Agent
under the Loan Documents are not released, reduced, or otherwise adversely
affected by this amendment and continue to guarantee, assure, and secure full
payment and performance of the present and future Obligation, and (c) agrees to
perform such acts and duly authorize, execute, acknowledge, deliver, file, and
record such additional documents and certificates as Agent may request in order
to create, perfect, preserve, and protect those guaranties, assurances, and
Liens.
5. REPRESENTATIONS. Borrower represents and warrants to Agent and
Lenders that as of the date of this amendment (a) all representations and
warranties in the Loan Documents are true and correct in all material respects
except to the extent that (i) any of them speak to a different specific date or
(ii) the
FIRST AMENDMENT TO
CREDIT AGREEMENT
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facts on which any of them were based have been changed by transactions
contemplated or permitted by the Credit Agreement, and (b) no Material Adverse
Event, Default or Potential Default exists.
6. MISCELLANEOUS. All references in the Loan Documents to the "Credit
Agreement" refer to the Credit Agreement as amended by this amendment. This
amendment is a "Loan Document" referred to in the Credit Agreement, and the
provisions relating to Loan Documents in SECTIONS 1 and 14 of the Credit
Agreement are incorporated in this amendment by reference. Unless stated
otherwise (a) the singular number includes the plural and vice versa and words
of any gender include each other gender, in each case, as appropriate, (b)
headings and captions may not be construed in interpreting provisions, (c) this
amendment must be construed, and its performance enforced, under Texas law, (d)
if any part of this amendment is for any reason found to be unenforceable, then
all other portions of it nevertheless remain enforceable, and (e) this
amendment may be executed in any number of counterparts with the same effect as
if all signatories had signed the same document, and all of those counterparts
must be construed together to constitute the same document.
7. ENTIRETIES. THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF
THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
8. PARTIES. This amendment binds and inures to Borrower, Agent,
Lenders, and their respective successors and assigns.
[REMAINDER OF PAGE INTENTIONALLY BLACK;
SIGNATURE PAGES FOLLOW]
FIRST AMENDMENT TO
CREDIT AGREEMENT
2
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Signature page to that certain First Amendment to Credit Agreement dated as of
February 24, 2000, between AFFILIATED COMPUTER SERVICES, INC., a Delaware
corporation, certain Lenders, and WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION, as Agent for Lenders.
AFFILIATED COMPUTER SERVICES, INC., as
Borrower
By:
------------------------------------
Nancy Vineyard
Treasurer
FIRST AMENDMENT SIGNATURE PAGE
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Signature page to that certain First Amendment to Credit Agreement dated as of
February 24, 2000, between AFFILIATED COMPUTER SERVICES, INC., a Delaware
corporation, certain Lenders, and WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION, as Agent for Lenders.
WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION, as Agent, a Lender,
and an Increasing Lender
By:
-------------------------------
Kyle G. Hranicky
Vice President
FIRST AMENDMENT SIGNATURE PAGE
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Signature page to that certain First Amendment to Credit Agreement dated as of
February 24, 2000, between AFFILIATED COMPUTER SERVICES, INC., a Delaware
corporation, certain Lenders, and WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION, as Agent for Lenders.
BANK ONE, N.A., as a Lender, and
an Increasing Lender
By:
-------------------------------
Rick Rogers
Vice President
FIRST AMENDMENT SIGNATURE PAGE
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Signature page to that certain First Amendment to Credit Agreement dated as of
February 24, 2000, between AFFILIATED COMPUTER SERVICES, INC., a Delaware
corporation, certain Lenders, and WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION, as Agent for Lenders.
SUNTRUST BANK (formerly known as
SunTrust Bank, Atlanta), as a
Lender, and an Increasing Lender
By:
-----------------------------
Deborah S. Armstrong
Director
FIRST AMENDMENT SIGNATURE PAGE
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Signature page to that certain First Amendment to Credit Agreement dated as of
February 24, 2000, between AFFILIATED COMPUTER SERVICES, INC., a Delaware
corporation, certain Lenders, and WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION, as Agent for Lenders.
The undersigned, being a Subsequent Lender under the Credit Agreement:
(a) represents and warrants to Borrower and Agent that Subsequent Lender is
legally authorized to enter into this agreement, (b) confirms that it has
received a copy of the Credit Agreement, copies of the Current Financials, and
such other documents and information as it deems appropriate to make its own
credit analysis and decision to enter into this agreement, (c) agrees with
Borrower and Agent that Subsequent Lender shall - independently and without
reliance upon Agent, or any other Lender and based on such documents and
information as Subsequent Lender deems appropriate at the time - continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, (d) appoints and authorizes Agent to take such action as agent on its
behalf and to exercise such powers under the Loan Documents as are delegated to
Agent by the terms of the Loan Documents and all other reasonably-incidental
powers, and (e) agrees with Borrower and Agent that Subsequent Lender shall
perform and comply with all provisions of the Loan Documents applicable to
Lenders in accordance with their respective terms.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as a Lender,
` and a Subsequent Lender
By
----------------------------
John Paul Mathis
Vice President
FIRST AMENDMENT SIGNATURE PAGE
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GUARANTOR CONSENT
To induce Agent, Lenders, Increasing Lenders, and Subsequent Lender, to enter
into this amendment, the undersigned consent and agree (a) to its execution and
delivery and (specifically) the increase in the Total Commitment from
$50,000,000 to $100,000,000, in accordance with SECTION 2.7 of the Credit
Agreement, (b) that this amendment in no way releases, diminishes, impairs,
reduces, or otherwise adversely affects any guaranties, assurances, or other
obligations or undertakings of any of the undersigned under any Loan Documents,
and (c) waive notice of acceptance of this consent and agreement, which consent
and agreement binds the undersigned and its successors and permitted assigns and
inures to Agent and Lenders and their respective successors and permitted
assigns.
EXECUTED as of the date first stated above.
ACS OUTSOURCING SOLUTIONS, INC.
(f/k/a Genix Group Inc.)
ACS TRADEONE MARKETING, INC.
(f/k/a/ ACS Eastern Services,
Inc. and successor to Pinpoint
Marketing, Inc.)
ACS SHARED SERVICES, INC.
(f/k/a/ Shared Affiliated
Services, Inc.)
GENIX CSI, INC.
ACS HEALTHCARE SERVICES, INC.
ACS NATIONAL SYSTEMS, INC.
2828 N. HASKELL, INC.
ACS IMAGE SOLUTIONS, INC.
(f/k/a ACS Integrated Document
Solutions, Inc. and f/k/a
Dataplex Corporation)
ACS LEGAL SOLUTIONS, INC.
(f/k/a The Lan Company, Inc.)
ACS BUSINESS PROCESS SOLUTIONS, INC.
(f/k/a/ Unibase Technologies,
Inc.)
ACS DESKTOP SOLUTIONS, INC.
(f/k/a Intelligent Solutions,
Inc.)
ACS DATA ENTRY, INC.
(f/k/a Unibase Data Entry, Inc.)
ACS CLAIMS SERVICES, INC.
MEDIANET, INC.
ACS GOVERNMENT SERVICES, INC.
ACS GOVERNMENT SOLUTIONS GROUP, INC.
(f/k/a Computer Data Systems,
Inc.)
COMPUTER DATA SYSTEMS SALES, INC.
CDSI INTERNATIONAL, INC.
CDSI EDUCATION SERVICES, INC.
ACS DEFENSE, INC.
(f/k/a Analytical Systems
Engineering, Inc.)
PUBLIC SYSTEMS CORPORATION
ASEC LIMITED, INC.
ASEC SYSTEMS, INC.
ASEC INTERNATIONAL, INC.
ASEC SECURITY INTERNATIONAL, INC.
ACS TECHNOLOGY SOLUTIONS, INC.
(f/k/a/ Technical Directions,
Inc.)
CARA CORPORATION
CARA HOLDINGS, INC.
TRANSFIRST, INC.
INTELLIFILE, INC.
ACS COMMUNICATIONS INDUSTRY, INC.
(f/k/a Genesis Business
Solutions, Inc.)
BETAC INTERNATIONAL CORPORATION
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BETAC CORPORATION
BETAC TECHNOLOGIES, LTD.
CDSI MORTGAGE SERVICES, INC.
ACS LENDING, INC.
ACS RETAIL SOLUTIONS, INC.
ACS SECURITIES SERVICES, INC.
(f/k/a RealNet Software, Inc.)
ACS DESKTOP SOLUTIONS, INC.
APPALACHIAN COMPUTER SERVICES, L.L.C.
EMPLOYEE BENEFIT PLANS, INC.
ACS LEGAL SOLUTIONS, INC.
MICAH TECHNOLOGY SERVICES, INC.
ACS BRC HOLDINGS, INC.
CLINISYS, INC.
BRC TECHNOLOGY SERVICES, INC.
CODING SYSTEMS, INC.
LOGAN SERVICES, INC.
ACS ENTERPRISE SOLUTIONS, INC.
TENACITY ACQUISITION COMPANY
THE PACE GROUP, INC.
MIDS, INC.
PACE GROUP SERVICES, INC.
ACS HEALTH CARE, INC.
LATRON HOLDINGS, INC.
LATRON COMPUTER SYSTEMS, INC.
as Guarantors
By:
--------------------------------
Nancy Vineyard
as Treasurer of each of
the Guarantors
MG/A FIELDS ROAD LTD. PARTNERSHIP
as Guarantor
By: ACS GOVERNMENT SOLUTIONS GROUP,
INC. General Partner
By:
----------------------------
Nancy Vineyard
Treasurer
FIRST CITY TRANSFER SERVICES, L.P.,
as a Guarantor
By:
--------------------------------
Stuart Chagrin
General Partner
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ANNEX A
CLOSING DOCUMENTS
Unless otherwise specified, all dated either February 24, 2000
(the "CLOSING DATE") or a date no earlier than 30 days
before the Closing Date (a "CURRENT DATE").
H&B 1. FIRST AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT") dated as of
February 24, 2000 between AFFILIATED COMPUTER SERVICES, INC., a
Delaware corporation ("BORROWER"), certain Lenders, and WELLS
FARGO BANK (TEXAS), N.A., as Agent, the defined terms in which
have the same meanings when used in this annex, to which must be
attached:
H&B Annex A - Closing Documents
H&B Amended Schedule 1 - Lenders, Commitments and
Commitment Percentages
H&B 2. REPLACEMENT NOTES dated as of September 27, 1999, in substantially
the form of EXHIBIT A-1 to the Credit Agreement, and executed by
Borrower payable to each of the Increasing Lenders, and Subsequent
Lender, in the amount of the Commitment reflected on AMENDED
SCHEDULE 1.
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AMENDED SCHEDULE 1
LENDERS, COMMITMENTS AND COMMITMENT PERCENTAGES
<TABLE>
<CAPTION>
COMMITMENT
LENDER COMMITMENT PERCENTAGE
------ ------------ ----------
<S> <C> <C>
Wells Fargo Bank (Texas), National Association
1445 Ross Avenue, 3rd Floor
Dallas, TX 75202
Attn: Kyle G. Hranicky, Vice President
Fax: 214-969-0370 $ 45,000,000 45%
Bank One, N.A.
1717 Main Street
Dallas, TX 75201
Attn: Rick Rogers, Vice President
Fax: 214-290-2054 $ 25,000,000 25%
SunTrust Bank
303 Peachtree Street, 3rd Floor
MC 1929
Atlanta, GA 30308
Attn: Deborah S. Armstrong, Director
Fax: 404-827-6270 $ 15,000,000 15%
Bank of Tokyo - Mitsuibishi, Ltd.
2001 Ross Avenue
3150 Trammell Crow Center
Dallas, TX 75201
Attn: John Mearns, Vice President
Fax: 214-954-1007 $ 5,000,000 5%
Chase Bank of Texas, National Association
2200 Ross Avenue, 6th Floor
Dallas, TX 75201
Attn: John Paul Mathis, Vice President
Fax: 214-965-2884 $ 10,000,000 10%
------------ ---
TOTAL COMMITMENT $100,000,000 100%
============ ===
</TABLE>
AMENDED SCHEDULE 1
