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SIXTH AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT AND MODIFICATION TO CREDIT AGREEMENT (the
"Amendment") is made as of the 7th day of July 2000, by and among SYSTEMS &
COMPUTER TECHNOLOGY CORPORATION ("Company"), SCT SOFTWARE & RESOURCES MANAGEMENT
CORPORATION ("Borrowing Subsidiary") (collectively, "Borrowers" and individually
a "Borrower") and MELLON BANK, N.A. ("Bank").
BACKGROUND
A. By a Credit Agreement dated June 20, 1994 by and among Bank and
Borrowers, as amended by Amendment and Modification to Credit Agreement dated
April 8, 1997, Second Amendment and Modification to Credit Agreement dated April
8, 1997, Third Amendment and Modification to Credit Agreement dated June 4,
1997, Fourth Amendment and Modification to Credit Agreement dated May 6, 1998
and Fifth Amendment and Modification to Credit Agreement dated October 9, 1998
(collectively, the "Credit Agreement"), Bank agreed, inter alia, to extend to
Borrowers a revolving credit facility in the principal amount of up to Thirty
Million Dollars ($30,000,000.00) (the "Revolving Credit"), as further evidenced
by that certain Amended and Restated Promissory Note dated April 8, 1997 payable
to Bank in the original principal amount of Thirty Million Dollars
($30,000,000.00) (the "A&R Note").
B. Borrowers have requested that Bank extend the maturity date of the
Revolving Credit through June 20, 2002, which Bank is willing to do on the terms
set forth herein.
NOW, THEREFORE, intending to be legally bound hereby, the parties
hereto agree as follows:
1. CAPITALIZED TERMS. Capitalized terms not otherwise defined herein will have
the meanings set forth therefor in the Credit Agreement.
2. EXTENSION. The "Maturity Date" as defined in Section 1.01 of the Credit
Agreement is hereby amended by be "June 20, 2002."
3. ADDITIONAL GUARANTY. As a condition to Bank's agreements contained herein,
Borrowers shall cause to be executed and delivered to Bank, at the Borrowers'
cost and expense, the unlimited, unconditional guaranty and surety agreement of
SCT Manufacturing& Distribution Systems, Inc., a Delaware corporation and a
subsidiary of Company, which agreement shall be substantially in the form of
Exhibit C to the Credit Agreement, together with a copy of the Articles of
Certificate of Incorporation and Bylaws of Company, certified by an officer of
Company, certified resolutions adopted by the board of directors of Company
authorizing the execution and delivery of such guaranty, an incumbency
certificate evidencing the officers and directors of Company and providing
specimen signatures for such officers, a certificate issued by the State of
Delaware evidencing the existence and goodstanding of Company, an opinion of
counsel for Borrowers and Company in form acceptable to Bank and such other
items so Bank may reasonably request to evidence the existence of Company and
the enforceability of its guaranty.
4. FURTHER ASSURANCES. Each Borrower covenants and agrees to execute and deliver
to Bank or to cause to be executed and delivered at the sole cost and expense of
Borrowers, from time to time, any and all other documents, agreements,
statements, certificates and information as Bank shall reasonably request to
evidence or effect the terms hereof, the Credit Agreement, as amended, or any of
the other Loan Documents.
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5. FURTHER AGREEMENTS AND REPRESENTATIONS. Each Borrower does hereby:
a. ratify, confirm and acknowledge that the Credit Agreement, as amended,
and the other Loan Documents continue to be and are valid, binding and in
full force and effect;
b. acknowledge and agree that such Borrower has no defense, set-off,
counterclaim or challenge against the payment of any sums owing under Loan
Documents, the enforcement of any of the terms of the Credit Agreement, as
amended, or the other Loan Documents;
c. represent and warrant that no Event of Default or Potential Event of
Default currently exists; and
d. acknowledge and agree that nothing contained herein and no actions taken
pursuant to the terms hereof is intended to constitute a novation of the
Credit Agreement or any of the other Loan Documents, and does not
constitute a release, termination or waiver of any of the guarantees,
rights or remedies granted to the Bank therein, which guarantees, rights
and remedies are hereby ratified, confirmed, extended and continued as
security for the obligations of Borrowers to Bank under the Credit
Agreement and the other Loan Documents, including, without limitation, this
Amendment.
6. COSTS AND EXPENSES. Borrowers shall pay to Bank all costs and expenses
incurred by Bank in connection with the review, preparation and negotiation of
this Amendment and all documents in connection therewith, including, without
limitation, all of Bank's attorneys' fees and costs.
7. INCONSISTENCIES. To the extent of any inconsistency between the terms,
conditions and provisions of this Amendment and the terms, conditions and
provisions of the Credit Agreement or the other Loan Documents, the terms,
conditions and provisions of this Amendment shall prevail. All terms, conditions
and provisions of the Credit Agreement and the other Loan Documents not
inconsistent herewith shall remain in full force and effect and are hereby
ratified and confirmed by Borrowers.
8. CONSTRUCTION. All references to the Credit Agreement therein or in any other
Loan Documents shall be deemed to be a reference to the Credit Agreement as
amended hereby.
9. NO WAIVER. Nothing contained herein and no actions taken pursuant to the
terms hereof are intended to nor shall they constitute a waiver by the Bank of
any rights or remedies available to Bank at law or in equity or as provided in
the Credit Agreement or the other Loan Documents. Nothing contained herein
constitutes an agreement or obligation by Bank to grant any further increases in
the Revolving Commitment.
10. BINDING EFFECT. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
11. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
12. HEADINGS. The headings of the sections of this Amendment are inserted for
convenience only and shall not be deemed to constitute a part of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
SYSTEMS & COMPUTER TECHNOLOGY
CORPORATION
[CORPORATE SEAL]
By: ___________________________________
Eric Haskell, Senior Vice President
SCT SOFTWARE & RESOURCE MANAGEMENT
CORPORATION
[CORPORATE SEAL]
By: ___________________________________
Eric Haskell, Senior Vice President
MELLON BANK, N.A.
By: ___________________________________
Name/Title: ___________________________
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ACKNOWLEDGMENT AND CONSENT
The undersigned Guarantors hereby acknowledge and consent to the
foregoing Amendment and agree that the foregoing Amendment shall not constitute
a release or waiver of any of the obligations of the undersigned to the Bank
under the terms of their respective Subsidiary Guaranty Agreements dated June
20, 1994 or as of the date hereof, respectively, all of which are hereby
ratified and confirmed.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have executed this Acknowledgment and Consent, effective as of the date
of the foregoing Agreement.
SCT UTILITY SYSTEMS, INC.
By: ________________________________________
Name/Title: ________________________________
SCT GOVERNMENT SYSTEMS, INC.
(formerly known as "SCT Public Sector, Inc.")
By: ________________________________________
Name/Title: ________________________________
SCT FINANCIAL CORPORATION
By: ________________________________________
Name/Title: ________________________________
SCT INTERNATIONAL LIMITED
By: ________________________________________
Name/Title: ________________________________
SCT PROPERTY, INC.
By: ________________________________________
Name/Title: ________________________________
SCT MANUFACTURING & DISTRIBUTION
SYSTEMS, INC.
By: ________________________________________
Name/Title: ________________________________
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