Amendment

Third Amendment

 

THIRD AMENDMENT

 

THIS THIRD AMENDMENT (this “Amendment”) dated as of July 30, 2013 is by and among the Borrowers identified on the signature pages hereto (the “Borrowers”), the Guarantors identified on the signature pages hereto (the “Guarantors”), the Lenders identified on the signature pages hereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

 

WITNESSETH

 

WHEREAS, credit facilities have been extended to the Borrowers pursuant to the Amended and Restated Credit Agreement (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”) dated as of July 29, 2005 among the Borrowers, the Lenders identified therein and the Administrative Agent;

 

WHEREAS, the Guarantors guaranteed the obligations of the Borrowers under the Credit Agreement pursuant to the Guaranty dated as of July 30, 2010 among the Guarantors and the Administrative Agent; and

 

WHEREAS, the Borrowers have requested certain modifications to the Credit Agreement and all the Lenders have agreed to the requested modifications on the terms and conditions set forth herein.

 

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.          Defined Terms. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

 

2.          Amendment. In the definition of “Maturity Date” in Section 1.1 of the Credit Agreement the reference to “July 31, 2013” is amended to read “September 30, 2013”.

 

Notwithstanding the foregoing, the Borrowers may terminate the Credit Agreement at any time prior to the Maturity Date upon notice to the Administrative Agent, and the Borrowers shall not be liable for any termination or cancellation fee or penalty or any other form of premium or penalty in connection with such early termination (other than any amounts required under Section 3.5 of the Credit Agreement in connection with the prepayment of Eurocurrency Rate Committed Loans).  In addition, upon such termination (and concurrent repayment of all amounts owing under the Loan Documents) Borrowers shall not be obligated to pay any fees for any days ending after the date of such termination.

 

 
 

 

3.          Conditions Precedent. This Amendment shall be effective as of the date hereof upon execution of this Amendment by the Loan Parties and all the Lenders.

 

4.          Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.

 

5.          Reaffirmation of Security Interests. Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment shall in no manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Loan Documents.

 

6.          No Other Changes. Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect.

 

7.          Counterparts; Delivery. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original.

 

8.          Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Maryland.

 

[Signature Pages Follow]

 

 
 

 

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Third Amendment to be duly executed and delivered as of the date first above written.

 

BORROWERS: MICROS-FIDELIO (IRELAND) LTD,
  a corporation organized under the laws of Ireland
  MICROS FIDELIO SYSTEMS (UK) LTD.,
  a company organized under the laws of England
  MICROS FIDELIO ESPAÑA S.L.,
  a company organized under the laws of Spain
  MICROS FIDELIO (CANADA), LTD.,
  a corporation under the laws of British Columbia, Canada
  MICROS FIDELIO BRAZIL, LTDA., a corporation under the laws of Brazil
  MICROS FIDELIO FRANCE S.A.S.,
  a company organized under the laws of France
  HOSPITALITY TECHNOLOGIES, S.A.,
  a corporation under the laws of Argentina
  MICROS¬FIDELIO MEXICO S.A. DE C.V.,
  a company organized under the laws of Mexico
  MICROS SYSTEMS HOLDING GMBH,
  a limited liability company under the laws of the Federal Republic of Germany
  MICROS FIDELIO GMBH,
  a limited liability company under the laws of the Federal Republic of Germany
  MICROS FIDELIO SOFTWARE PORTUGAL UNIPESSOAL LDA,
  a company formed under the laws of Portugal
  MICROS FIDELIO (THAILAND) CO., LTD.,
  a company organized under the laws of Thailand
  MICROS FIDELIO SINGAPORE PTE LTD.,
  a company organized under the laws of Singapore
  MICROS FIDELIO SOFTWARE (PHILIPPINES), INC.,
  a corporation under the laws of the Philippines
  MICROS FIDELIO JAPAN LTD., a company organized under the laws of Japan
  MICROS FIDELIO AUSTRALIA PTY. LTD.,
  a company organized under the laws of Australia
  MICROS FIDELIO HONG KONG, LTD.,
  a company organized under the laws of Hong Kong
  MICROS-FIDELIO FINLAND OY,
  a company organized under the laws of Norway
  MICROS-FIDELIO SWEDEN A.B., a corporation under the laws of Sweden
  HOTELBK, A.B., a corporation under the laws of Sweden

 

  By:    
     
  Name:
  Title:

  

[Signature Pages Continue]

 

 
 

 

GUARANTOR: MICROS SYSTEMS, INC., a Maryland corporation

 

  By:    
  Name:
  Title:

 

  DV TECHNOLOGY HOLDINGS CORPORATION, a Delaware corporation
  DATAVANTAGE CORPORATION, an Ohio corporation
  MICROS-FIDELIO WORLDWIDE, INC., a Nevada corporation
  JTECH COMMUNICATIONS, INC., a Delaware corporation
  FRY, INC., a Michigan corporation
  TIG GLOBAL, LLC, a Delaware limited liability company

 

  By:    
  Name:
  Title:

 

[Signature Pages Continue]

 

 
 

 

ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent

 

  By:    
  Name:
  Title:

 

LENDERS: BANK OF AMERICA, N.A., as a Lender

 

  By:    
  Name:
  Title:
   
  WELLS FARGO BANK, N.A.
   
  By:    
  Name:
  Title:
   
  U.S. BANK NATIONAL ASSOCIATION
   
  By:    
  Name:
  Title: