THIS PLEDGE AGREEMENT (this "Pledge Agreement") is entered into as of ----------------- August 3, 2000, among POLICY MANAGEMENT SYSTEMS CORPORATION, a South Carolina corporation (the "Borrower" or the "Pledgor") and BANK OF AMERICA, N.A., --------...Pledge Agreement • November 14th, 2000 • Mynd Corp • Insurance agents, brokers & service • New York
AGREEMENT --------- In consideration of the foregoing and the mutual covenants and agreement hereinafter set forth, the parties hereto mutually agree as follows:Credit Agreement • November 14th, 2000 • Mynd Corp • Insurance agents, brokers & service • New York
1 EXHIBIT (e)(1) AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 19th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service • South Carolina
AGREEMENT AND PLAN OF MERGER By and Between POLITIC ACQUISITION CORP.Agreement and Plan of Merger • March 31st, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service • South Carolina
THIS SECURITY AGREEMENT (this "Security Agreement") is entered into as of ------------------ April 28, 2000 among POLICY MANAGEMENT SYSTEMS CORPORATION, a South Carolina corporation (the "Borrower"), certain Subsidiaries of the Borrower identified on...Security Agreement • May 15th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service • New York
CONFORMED COPY CREDIT AGREEMENT DATED AS OF AUGUST 8, 1997 AMONG POLICY MANAGEMENT SYSTEMS CORPORATION, THE GUARANTORS PARTY HERETO, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, AS AGENT, AND THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO...Assignment and Assumption Agreement • November 13th, 1997 • Policy Management Systems Corp • Insurance agents, brokers & service • New York
POLICY MANAGEMENT SYSTEMS CORPORATION PROMISSORY NOTE $19,000,000 June 20, 2000 El Segundo, California PAYMENT WITH RESPECT TO THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT (THE "SUBORDINATION AGREEMENT"), DATED AS OF THE DATE HEREOF AMONG THE...Policy Management Systems Corp • August 15th, 2000 • Insurance agents, brokers & service • California
WHEREAS, pursuant to that certain Term Loan Agreement dated as of November 5, 1999, as amended by a First Amendment to Term Loan Agreement dated as of February 10, 2000 and as further amended by a Second Amendment to Term Loan Agreement dated as of...Pledge Agreement • May 15th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service • New York
6 6 10697v7 10697v7 FIRST AMENDMENT TO CREDIT AGREEMENT This Amendment, dated as of November 5, 1999 (this "Amendment") is entered into by and among Policy Management Systems Corporation, a South Carolina corporation (the "Company"), the financial...Credit Agreement • May 15th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service • New York
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the Agreement ) is made as of _____________, 1999, by and between Policy Management Systems Corporation, a South Carolina corporation ( Employer ), and MICHAEL W. RISLEY ( Employee...Employment Agreement • March 31st, 1999 • Policy Management Systems Corp • Insurance agents, brokers & service • South Carolina
SUBORDINATION AGREEMENT, (the "Agreement") dated as of June 20, 2000, among COMPUTER SCIENCES CORPORATION, a Nevada corporation, the "Subordinated Lender"), ------------------- BANK OF AMERICA, N.A., as Agent (the "Agent"), for the Banks party to the...Subordination Agreement • August 15th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service • New York
Award Agreement, dated as of March 1, 2000 (the "Date of Grant") between POLICY MANAGEMENT SYSTEMS CORPORATION, a South Carolina corporation (the "Company"), and _________________ (the "Participant"). This Award Agreement is pursuant to the terms of...Restricted Stock Award Agreement • May 15th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service
CONSENT, WAIVER AND AMENDMENT This Consent, Waiver and Amendment, dated as of June 19, 2000 (this "Consent"), relating to the Credit Agreement referenced below is entered into by and among Policy Management Systems Corporation, a South Carolina...Policy Management Systems Corp • August 15th, 2000 • Insurance agents, brokers & service
AGREEMENT ---------Term Loan Agreement • November 14th, 2000 • Mynd Corp • Insurance agents, brokers & service • New York
14 CHAR1\532061_ 2 CHAR1\532061_ 2 Drawn By and Return To: Moore & Van Allen, PLLC (ESB) Bank of America Corporate Center 100 North Tryon Street, Floor 47 Charlotte, North Carolina 28202-4003 STATE OF SOUTH CAROLINA ) ) COUNTY OF RICHLAND ) MORTGAGE...Mortgage and Security Agreement • May 15th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service
POLICY MANAGEMENT SYSTEMS CORPORATION ------------------------------------- RESTRICTED STOCK AWARD AGREEMENT -------------------------------- Award Agreement, dated as of February 8, 1999 (the "Date of Grant") between POLICY MANAGEMENT SYSTEMS...Award Agreement • May 17th, 1999 • Policy Management Systems Corp • Insurance agents, brokers & service • South Carolina
1 [CONFORMED COPY] AMENDMENT NO. 3 TO 3-YEAR CREDIT AGREEMENT AMENDMENT No. 3 dated as of August 9, 1996 among POLICY MANAGEMENT SYSTEMS CORPORATION (the "Borrower"), the BANKS listed on the signature pages hereof and MORGAN GUARANTY TRUST COMPANY OF...Policy Management Systems Corp • March 28th, 1997 • Insurance agents, brokers & service
AGREEMENT ---------Credit Agreement • August 15th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service • New York
EMPLOYEE STOCK OPTION/NON-COMPETE AGREEMENT THIS EMPLOYEE STOCK OPTION/NON- COMPETE AGREEMENT ("the Agreement") is made effective as of May 11, 1999, by and between MICHAEL W. RISLEY ("EMPLOYEE") and Policy Management Systems Corporation ("PMSC"). W I...Non-Compete Agreement • August 16th, 1999 • Policy Management Systems Corp • Insurance agents, brokers & service • South Carolina
As of March 30, 2000 Politic Acquisition Corp. c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue, Suite 2500 New York, New York 10022-6815 Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the...Policy Management Systems Corp • March 31st, 2000 • Insurance agents, brokers & service
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), between Policy Management Systems Corporation, a South Carolina corporation (the "Company"), and Politic Acquisition Corp., a South Carolina corporation ("Acquisition"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
AGREEMENT ---------Consent and Waiver • August 15th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service
3 3 267015v4 267015v4 SECOND AMENDMENT TO CREDIT AGREEMENT This Amendment, dated as of February 10, 2000 (this "Amendment") is entered into by and among Policy Management Systems Corporation, a South Carolina corporation (the "Borrower"), the...Credit Agreement • May 15th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service • New York
2 CHAR1\531972_ 3 CHAR1\531972_ 3 FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 15th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service • New York
POLICY MANAGEMENT SYSTEMS CORPORATION RESTRICTED STOCK AWARD AGREEMENT -------------------------------- Award Agreement, dated as of February 8, 1999 (the "Date of Grant") between POLICY MANAGEMENT SYSTEMS CORPORATION, a South Carolina corporation...Award Agreement • March 30th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service • South Carolina
EMPLOYEE STOCK OPTION/NON-COMPETE AGREEMENT THIS EMPLOYEE STOCK OPTION/NON- COMPETE AGREEMENT ("the Agreement") is made effective as of November 8, 1999, by and between _______________ ("EMPLOYEE") and Policy Management Systems Corporation ("PMSC"). W...Employee Stock • March 30th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service • South Carolina
EXECUTION COPY TERM LOAN AGREEMENT DATED AS OF NOVEMBER 5, 1999 AMONG POLICY MANAGEMENT SYSTEMS CORPORATION, THE GUARANTORS PARTY HERETO, BANK OF AMERICA, N.A. AS AGENT, AND THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO TABLE OF CONTENTS Section Page...Term Loan Agreement • March 30th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service • New York
RECITALS Bank is the holder of a Promissory Note executed and delivered by Borrower, dated July 21, 1999, in the original principal amount of $40,000,000 (the "Note"); and Borrower and Bank have agreed to modify the terms of the Promissory Note. In...Agreement • March 30th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service
MODIFICATION NUMBER TWO TO THE PROMISSORY NOTE Policy Management Systems Corporation One PMSC Center Blythewood, SC, South Carolina 29016 (Individually and collectively, "Borrower")
FORM OF POLICY MANAGEMENT SYSTEMS CORPORATION EMPLOYEE STOCK OPTION/NON-COMPETE AGREEMENT ---------------------------------------------- THIS EMPLOYEE STOCK OPTION/NON-COMPETE AGREEMENT ("the Agreement") is made effective as of April 3, 2000, by and...Employee Stock Option/Non-Compete Agreement • August 15th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service • South Carolina
i) Notwithstanding the provisions of Section 16 of this Agreement, the provisions in Section 3C Additional Compensation of any Stock ------------------------ Option/Non-Compete Agreement between the Employer and Employee which pre-date this Agreement...Employment Agreement • August 12th, 1997 • Policy Management Systems Corp • Insurance agents, brokers & service
STOCK OPTION/NON-COMPETE AGREEMENT THIS EMPLOYEE STOCK OPTION/NON-COMPETE AGREEMENT ("the Agreement") is made effective as of October 22, 1996, by and between Stephen G. Morrison ("EMPLOYEE") and Policy Management Systems Corporation ("PMSC"). W I T N...Non-Compete Agreement • March 28th, 1997 • Policy Management Systems Corp • Insurance agents, brokers & service • South Carolina
RECITALS Bank is the holder of a Promissory Note executed and delivered by Borrower, dated July 21, 1999, in the original principal amount of $40,000,000 (the "Note"); and Borrower and Bank have agreed to modify the terms of the Promissory Note. In...Modification Number • March 30th, 2000 • Policy Management Systems Corp • Insurance agents, brokers & service
MODIFICATION NUMBER ONE TO THE PROMISSORY NOTE Policy Management Systems Corporation One PMSC Center Blythewood, SC, South Carolina 29016 (Individually and collectively, "Borrower")
POLICY MANAGEMENT SYSTEMS CORPORATION WORKING CAPITAL PROMISSORY NOTE $30,000,000 August 3, 2000 El Segundo, California PAYMENT WITH RESPECT TO THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT (THE "SUBORDINATION AGREEMENT"), DATED AS OF THE DATE...Policy Management Systems Corp • August 15th, 2000 • Insurance agents, brokers & service • California
As of March 30, 2000 Politic Acquisition Corp. c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue, Suite 2500 New York, New York 10022-6815 Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the...Policy Management Systems Corp • March 31st, 2000 • Insurance agents, brokers & service
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), between Policy Management Systems Corporation, a South Carolina corporation (the "Company"), and Politic Acquisition Corp., a South Carolina corporation ("Acquisition"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of January 1, 1998, by and between Policy Management Systems Corporation, a South Carolina corporation ("Employer"), and DONALD A. COGGIOLA ("Employee")....Employment Agreement • March 25th, 1998 • Policy Management Systems Corp • Insurance agents, brokers & service • South Carolina
WELSH, CARSON, ANDERSON & STOWE VIII, L.P. 320 Park Avenue, Suite 2500 New York, N.Y. 10022-6815 March 30, 2000Policy Management Systems Corp • March 31st, 2000 • Insurance agents, brokers & service
