EXHIBIT 10.1
AMENDMENT NO. 3 TO CREDIT AGREEMENT
Amendment No. 3 (this "Amendment"), dated as of October 24, 2002, to
the Credit Agreement, dated as of June 30, 1999, among The BISYS Group, Inc.,
the Lenders party thereto, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, Bank One, NA, Wachovia Bank,
National Association and Fleet National Bank, as co-agents thereunder, and The
Bank of New York, as Administrative Agent, as amended by Amendment No. 1, dated
as of September 28, 2000, and Amendment No. 2, dated as of September 24, 2002
(as so amended, supplemented or otherwise modified, the "Credit Agreement").
RECITALS
A. Capitalized terms used herein which are not defined herein and
which are defined in the Credit Agreement shall have the same meanings as
therein defined.
B. The Borrower has requested that the Administrative Agent agree
to amend the Credit Agreement upon the terms and conditions contained in this
Amendment, and the Administrative Agent, with the consent of the Required
Lenders, is willing to so agree.
Accordingly, in consideration of the Recitals and the covenants,
conditions and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Borrower and the Administrative Agent, with the consent of the Required Lenders,
hereby agree as follows:
1. Section 7.1(a)(xiii) of the Credit Agreement is hereby amended
in its entirety to read as follows:
(xiii) Indebtedness in respect of Permitted Notes in
an aggregate amount not in excess of $300,000,000, provided
that at the time of the incurrence thereof and immediately
after giving effect thereto, (A) no Default shall have
occurred and be continuing and (B) the Leverage Ratio shall be
less than 3.00:1.00;
2. Section 7.15 is hereby amended by substituting the following
grid for the grid set forth therein:
Period Ratio
Effective Date through June 30, 2002 0.45:1.00
July 1, 2002 and thereafter 0.50:1.00
3. Paragraphs 1 and 2 of this Amendment shall not be effective
until each of the following conditions is satisfied (the date, if any, on which
such conditions shall have been satisfied being referred to herein as the
"Amendment Effective Date"):
(a) the Administrative Agent (or its counsel) shall have
received from each of the Loan Parties and the Required Lenders either (i) a
counterpart of this Amendment signed on behalf of such Person or (ii) written
evidence satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Amendment) that such Person has
signed a counterpart of this Amendment;
(b) the Administrative Agent shall have received for the
account of each Lender which executes and delivers this Amendment on or before
the date first set forth above, an amendment fee equal to 0.05% of such Lender's
Commitment;
(c) the Administrative Agent shall have received all fees
and other amounts due and payable on or prior to the Amendment Effective Date,
including, to the extent invoiced, reimbursement or payment of all out of pocket
expenses required to be reimbursed or paid by the Borrower hereunder; and
(d) the Administrative Agent shall have received such
other documentation and assurances as it shall reasonably request in connection
with this Amendment and the transactions contemplated hereby.
4. The Borrower hereby (i) reaffirms and admits the validity and
enforceability of each Loan Document and the respective obligations of the Loan
Parties thereunder, and agrees and admits that no Loan Party has any defense to
or offset against any such obligation, and (ii) represents and warrants that
that no Default has occurred and is continuing and that all of the respective
representations and warranties of the Loan Parties contained in the Loan
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Documents are true and correct. By signing below, Pictorial, Inc. ratifies the
provisions of Amendment No. 2 to the Credit Agreement. dated as of September 24,
2002.
5. This Amendment may be executed in any number of counterparts,
each of which shall be an original and all of which shall constitute one
agreement. It shall not be necessary in making proof of this Amendment to
produce or account for more than one counterpart signed by the party to be
charged.
6. This Amendment is being delivered in and is intended to be
performed in the State of New York and shall be construed and enforceable in
accordance with, and be governed by, the laws of the State of New York.
7. The Credit Agreement and the Guarantee Agreement shall in all
other respects remain in full force and effect.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.
THE BISYS GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
THE BANK OF New York, individually and as
Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
CONSENTED AND AGREED TO BY:
▇▇ ▇▇▇▇▇▇ CHASE BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
CONSENTED AND AGREED TO BY:
BANK ONE, NA (MAIN OFFICE CHICAGO)
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
CONSENTED AND AGREED TO BY:
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President/Relationship Manager
CONSENTED AND AGREED TO BY:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
CONSENTED AND AGREED TO BY:
SUNTRUST BANK
By: /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
CONSENTED AND AGREED TO BY:
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
CONSENTED AND AGREED TO BY:
THE BANK OF NOVA SCOTIA
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇▇
Title: Industry Head
CONSENTED AND AGREED TO BY:
BISYS FINANCING COMPANY
UNIVERSAL PENSIONS, INC.
ASCENSUS INSURANCE SERVICES, INC.
BISYS FUND SERVICES OHIO, INC.
BISYS FUND SERVICES, INC.
BISYS INSURANCE SERVICES, INC.
BISYS, INC.
BISYS DOCUMENT SOLUTIONS, INC.
BISYS EDUCATION SERVICES, INC.
POTOMAC INSURANCE MARKETING GROUP, INC.
PICTORIAL, INC.
AS TO EACH OF THE FOREGOING:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
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CONSENTED AND AGREED TO BY:
BISYS INFORMATION SOLUTIONS L.P.
By: BISYS, INC., General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BISYS DOCUMENT SOLUTIONS, L.P.
By: BISYS DOCUMENT SOLUTIONS, INC.,
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
BISYS RETIREMENT SERVICES LP
By: BPS (GP) INC., General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
THE TONER ORGANIZATION, INC.
LIFE BROKERAGE CORPORATION
BISYS PLAN SERVICES, INC.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, INC.
HEMISPHERE FINANCIAL SERVICES, INC.
BISYS MANAGEMENT COMPANY
▇▇▇▇▇▇ PUBLICATIONS, LLC
AS TO EACH OF THE FOREGOING:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
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