EXECUTION COPY
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This Amendment dated as of July 28, 2005 between COMPUWARE CORPORATION,
a Michigan corporation (herein called "Company") and COMERICA BANK, a Michigan
banking corporation (herein called "Bank").
R E C I T A L S:
A. Company and Bank entered into that certain Credit Agreement dated as
of May 3, 2003 which was amended by the Amendment No. 1 to Credit Agreement
dated as of April 30, 2004 and the Amendment No. 2 dated as of July 29, 2004 (as
amended, the "Agreement").
B. Company and Bank desire to amend the Agreement as set forth below.
NOW, THEREFORE, the parties agree as follows:
1. The definition of "Maturity Date" in Section 1 of the Agreement is
amended by replacing the term "July 28, 2005" with the term "July 27, 2006."
2. The Schedule 2.4 attached hereto is substituted for the Schedule 2.4
attached to the Agreement.
3. The Schedule 6.8 attached hereto is substituted for the Schedule 6.8
attached to the Agreement.
4. The Schedule 8.7 attached hereto is substituted for the Schedule 8.7
attached to the Agreement.
5. The above amendments shall be effective as of the date hereof upon
Bank's receipt of (a) this Amendment duly executed and delivered by Company and
Bank, (b) a facility fee in the amount of $150,000 payable by Company to Bank
and (c) the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Jr., General Counsel and Secretary of
the Company, as to the due organization and good standing of the Company and the
Guarantor, the Company's and Guarantor's due authorization of this Amendment,
this Amendment's non-contravention with law or the terms of the Company's and
the Guarantor's respective organizational documents, any required governmental
consents or approvals and such other opinions as the Bank may reasonably
request.
6. Except as expressly modified hereby, all of the terms and conditions
of the Agreement shall remain in full force and effect.
7. Company hereby represents and warrants that, after giving effect to
the amendments contained herein, (a) execution, delivery and performance of this
Amendment and any other documents and instruments required under this Amendment
or the Agreement are within Company's corporate powers, have been duly
authorized, are not in contravention of law or the terms of Company's Articles
of Incorporation or Bylaws, and do not require the consent or approval of any
governmental body, agency, or authority; and this Amendment and any other
documents and instruments required under this Amendment or the Agreement, will
be valid and binding in accordance with their terms; (b) the continuing
representations and warranties of Company set forth in Sections 6.1 through 6.10
of the Agreement are true and correct on and as of the date hereof with the same
force and effect as if made on and as of the date hereof, substituting, in the
case of the representations and warranties set forth in Sections 6.5 and 6.6,
the date March 31, 2005 for the date March 31, 2004, and (c) no Default or Event
of Default has occurred and is continuing as of the date hereof. Without
limiting the foregoing and for the avoidance of doubt, Company hereby represents
and warrants that the execution, delivery and performance of this Amendment are
within Company's corporate powers, have been duly authorized, are not in
contravention of law or Company's organizational documents or of the un-waived
terms of any indenture, agreement or undertaking to which Company is a party or
by which it is bound and do not require the consent or approval of any
governmental body, agency or authority; and this Amendment is the valid and
binding obligation of Company, enforceable against Company in accordance with
its terms.
8. This Amendment may be executed in counterparts as provided in
Section 10.12 of the Agreement
Executed as of the date first written above.
[Signatures are on the next page]
COMERICA BANK COMPUWARE CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------ ----------------------------
▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: Vice President Its: Senior Vice President and
Chief Financial Officer
ACKNOWLEDGMENT OF GUARANTOR
The undersigned is the Guarantor under that certain Guaranty dated May
2, 2003 ("Guaranty") made by the undersigned in favor of Comerica Bank ("Bank")
with respect to the obligations and liabilities of Compuware Corporation, a
Michigan corporation ("Company") to Bank. The undersigned (a) acknowledges the
execution and delivery of the foregoing Amendment, (b) affirms each of its
obligations to Bank under the Guaranty, and (c) acknowledges and agrees that the
Guaranty remains in full force and effect in accordance with its terms and that
the undersigned has no defense, counterclaim or setoff to its obligations under
the Guaranty.
Dated: July 28, 2005
COMPUWARE INTERNATIONAL I LLC
By: Compuware Corporation
Its: Sole Member
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: Senior Vice President and
Chief Financial Officer
SCHEDULE 2.4
LIST OF OFFICERS AUTHORIZED TO MAKE TELEPHONE REQUESTS
▇▇▇▇ ▇▇▇ Director of Cash Management
▇▇▇▇▇ ▇▇▇▇▇ Director of Accounting
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Vice President, International Controller
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Senior Vice President, CFO
SCHEDULE 6.8
SUBSIDIARIES
NAME JURISDICTION OF INCORPORATION
---- -----------------------------
Compuware A.B...................................................Sweden
Compuware AG....................................................Switzerland
Compuware Nordic AS.............................................Norway
Compuware A/S...................................................Denmark
Compuware Asia-Pacific Holdings.................................LtdHong Kong
Compuware Asia Pacific Limited..................................Hong Kong
Compuware Asia Pacific Pte. Ltd.................................Singapore
Compuware Asia-Pacific Pty. Ltd.................................Australia
Compuware B.V...................................................Netherlands
Compuware Corporation of Canada.................................Canada
Compuware de Mexico.............................................Mexico
Compuware do Brasil S/A.........................................Brazil
Compuware Europe B.V............................................Netherlands
Compuware Foreign Sales Corporation.............................Barbados
Compuware Global Services, Inc..................................Michigan
Compuware Austria GmbH..........................................Austria
Compuware International I LLC...................................Michigan
Compuware Japan Corporation.....................................Japan
Compuware Korea Ltd.............................................Korea
Compuware Ltd...................................................United Kingdom
Compuware NV/SA.................................................Belgium
Compuware Overseas Holding Corporation..........................Michigan
Compuware S.A...................................................Spain
Compuware S.A.R.L...............................................France
Compuware GmbH..................................................Germany
Compuware System Software B.V...................................Netherlands
Compuware SpA...................................................Italy
Changepoint EMEA................................................France
Changepoint France..............................................France
Changepoint International SRL...................................Barbados
Compuware sp.z o.o..............................................Poland
Compuware Finland OY............................................Finland
SCHEDULE 8.7
NON-ARMS LENGTH TRANSACTIONS WITH AFFILIATES
Foresee Results, Inc. $5,633,000.00 Aggregate loan made to Foresee pursuant to:
- Promissory Note issued in favor of
Compuware Corporation dated June 18,
2002 in the amount of $1,500,000
- Promissory Note issued in favor of
Compuware Corporation dated September
18, 2002 in the amount of $1,500,000
- Promissory Note issued in favor of
Compuware Corporation dated March 7,
2003 in the amount of $500,000
- Promissory Note issued in favor of
Compuware Corporation dated May 14,
2003 in the amount of $500,000
- Promissory Note issued in favor of
Compuware Corporation dated June 27,
2003 in the amount of $500,000
- Promissory Note issued in favor of
Compuware Corporation dated September
16, 2003 in the amount of $500,000
- Promissory Note issued in favor of
Compuware Corporation dated December
12, 2003 in the amount of $333,000
- Promissory Note issued in favor of
Compuware Corporation dated July 30,
2004 in the amount of $100,000
- Promissory Note issued in favor of
Compuware Corporation dated October 28,
2004 in the amount of $200,000
CareTech Solutions, Inc. $19,166,666.76 Original loan amount made to CareTech
pursuant to Promissory Note issued in
favor of Compuware Corporation dated
January 1, 2002. Current Balance as of
the date of Schedule $13,564,857
IBM Credit Corporation $12,500,000.00 Continuing Limited Parent Guaranty, dated
December 9, 1999, guaranteeing CareTech
obligations under a Transaction Agreement
with regard to the acquisition of certain
IBM computer hardware
