EX-10.S 15 l87064aex10-s.txt EXHIBIT 10(S) 1 EXHIBIT 10 (s) -------------- COMPUTER TASK GROUP, INCORPORATED --------------------------------- FIRST AMENDMENT TO CREDIT AGREEMENT ---------------- This Amendment to Credit Agreement (the "First Amendment") is made as of the 11th day of August 2000 by and among Computer Task Group, Incorporated, a Delaware corporation having its principal office and place of business at 800 Delaware Avenue, Buffalo, New York 14209 (the "Borrower"), the banks listed on the signature pages hereto (individually, a "Bank" and collectively, the "Banks"), and The Chase Manhattan Bank, as administrative agent (in such capacity, the "Agent") for the Banks under a Credit Agreement dated as of August 24, 1999 among the Borrower, the Banks and the Agent, (the "Credit Agreement"). WITNESSETH: WHEREAS, the parties hereto desire to amend certain provisions of the Credit Agreement; NOW, THEREFORE, it is agreed as follows: 1. Definitions. Capitalized terms used herein without definition have the meanings given to such terms in the Credit Agreement. 2. Amendments. Upon fulfillment of the conditions set forth in Section 3 hereof, the Credit Agreement shall be amended as follows: 2.1 Section 1.01 of the Credit Agreement shall be amended by amending the definition of "Applicable Rate" to read in full as follows: "Applicable Rate" means, for any day, with respect to any ABR Loan, Eurocurrency Loan or Eurodollar Revolving Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption "ABR Spread", "Eurocurrency Spread", "Eurodollar Spread" or "Facility Fee Rate", as the case may be, set forth in the chart below which corresponds to the range of ratios in which the Borrower's Total Funded Debt to Consolidated EBITDA Ratio as at the end of the preceding Fiscal Quarter falls:
--------------------------------------------------------------------------------------------------------------- Total Funded Debt to Consolidated ABR LIBOR Eurocurrency Facility Fee EBITDA Ratio Spread Spread Spread Rate --------------------------------------------------------------------------------------------------------------- Equal to or Less than 0.75 to 1.0 0.0% 0.325% 0.325% 0.100% --------------------------------------------------------------------------------------------------------------- Greater than 0.75 to 1.0 but equal to 0.0% 0.460% 0.460% 0.125% or less than 1.50 to 1.0 --------------------------------------------------------------------------------------------------------------- Greater than 1.50 to 1.0 but equal to 0.0% 0.600% 0.600% 0.150% or less than 2.25 to 1.0 --------------------------------------------------------------------------------------------------------------- Greater than 2.25 to 1.0 0.0% 1.25% 1.25% 0.300% ---------------------------------------------------------------------------------------------------------------
105 2 For purposes of the foregoing, all adjustments under this definition shall be determined as of the first day of the Fiscal Quarter following the date the Borrower's financial statements and Compliance Certificate are required to be delivered pursuant to items (a), (b) and (c) of Section 5.01. Anything here 1 inabove to the contrary notwithstanding, from the date hereof until the last day of any Fiscal Quarter on which the Borrower shall have both (i) a ratio, measured on a rolling four Fiscal Quarter basis, of Consolidated EBITDA to Consolidated Interest Expense to equal to or greater than 5.0: 1.0 and (ii) a Total Funded Debt to Consolidated EBITDA Ratio to equal to or less than 2.5 to 1.0, the "Eurocurrency Spread" and "Eurodollar Spread" set forth in the above chart shall be 1.75% and the "Facility Fee" in the above chart shall be 0.500%. 2.2 Section 1. 0 1 of the Credit Agreement shall be amended by amending the definition of "Commitment" to read in full as follows: "COMMITMENT" means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Commitment is set forth on Schedule 2.0 1, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders' Commitments is $ 100,000,000: provided, however, other than for purposes of Section 2.12(a), from the date hereof until the last day of any Fiscal Quarter on which the Borrower shall have both (i) a ratio, measured on a rolling four Fiscal Quarter basis, of Consolidated EBITDA to Consolidated Interest Expense to equal to or greater than 5.0: 1.0 and (ii) a Total Funded Debt to Consolidated EBITDA Ratio to equal to or less than 2.5 to 1.0, the initial aggregate amount of the Lender's Commitment, is $50,000,000 and each Lender's Commitment shall be $ 10,000,000. 2.3 Section 6. 10 (a) and (b) of the Credit Agreement shall be amended to read in full as follows: SECTION 6. 10. FINANCIAL COVENANTS. (a) INTEREST COVERAGE. As of the last day of each Fiscal Quarter, the Borrower shall not permit its ratio, measured on a rolling four Fiscal Quarter basis, of Consolidated EBITDA to Consolidated Interest Expense to be less than 2. 10 to 1.0 prior to January 1, 2001 and 5.0 to 1.0 thereafter. (b) TOTAL FUNDED DEBT TO CONSOLIDATED EBITDA RATIO. As of the last day of each Fiscal Quarter, the Borrower shall not pen-nit its Total Funded Debt to Consolidated EBITDA Ratio to exceed 5.75 to 1.0 prior to January 1, 2001 and 2.5 to 1.0 thereafter. 3. Conditions of Effectiveness. This First Amendment shall not become effective until each of the following has been satisfied: 3.1 Copies of resolutions adopted by the board of directors of the Borrower, certified by the Secretary of the Borrower, as being true and correct and in full force and effect without amendment as of the date hereof, authorizing the Borrower to enter into this First Amendment shall have been delivered to the Agent and the Banks. 3.2 This First Amendment shall have been executed by the Borrower, the Banks and the Agent. 3.3 The Borrower shall have paid to the Agent for the account of the Banks, which approve this amendment on or before August 4, 2000, an amendment fee of $25,000. 4. Representations. The Borrower represents and warrants to the Agent and the Banks that: 106 3 4.1 The execution, delivery and performance of this First Amendment are within its powers, have been duly authorized and are not in contravention of any law, of the terms of its certificate of incorporation or by-laws or any material undertaking to which it is a party or by which it is bound. 4.2 This First Amendment is the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms. 4.3 Except to the extent of changes which individually and in the aggregate are not material to the Borrower and its Subsidiaries taken as a whole, after giving effect to the amendments contained herein, the representations and warranties contained in Article III of the Credit Agreement are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof, provided, however, that the representations and warranties contained in Section 3.04 shall be deemed to have been made with respect to the financial statements most recently delivered pursuant to Section 5. 1. 4.4 No Event of Default and no event which with notice or lapse of time or both would become an Event of Default has occurred or is continuing, except for any Events of Default that have been waived. 5. Expenses. As provided in the Credit Agreement, but without limiting any terms or provisions thereof, the Borrower shall pay on demand all reasonable costs and expenses incurred by the Agent in connection with the preparation, negotiation and execution of this Amendment, including without limitation the reasonable costs and expenses of the Agent's legal counsel, regardless of whether this Amendment becomes effective in accordance with the terms hereof. 6. Miscellaneous. Except as expressly amended hereby, the Borrower agrees that the Credit Agreement and the other Borrower's Loan Documents and all other documents and agreements executed by the Borrower in connection with the Credit Agreement in favor of the Agent or the Banks are ratified and confirmed and shall remain in full force and effect, and it has no set-off, counterclaim or defense with respect to any of the foregoing. 7. Counterparts. This First Amendment may be executed in one or more Counterparts, each of which shall be deemed an original. Said counterparts shall constitute one and the same instrument and shall be binding upon each of the parties to this First Amendment as fully and completely as if all had signed the same instrument. 107 4 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their duly authorized officers as of the date first above written. Borrower: COMPUTER TASK GROUP, INCORPORATED. By: James R. Boldt Vice President and Chief Financial Officer Agent: THE CHASE MANHATTAN BANK By: Alan E. Boyce Vice President Address: 2300 Main Place Tower Buffalo, New York 14202 Banks: THE CHASE MANHATTAN BANK By: Alan E. Boyce Vice President Address: 2300 Main Place Tower Buffalo, New York 14202 FLEET NATIONAL BANK By: Gerald Lee Vice President Address: Corporate Banking West 9" Floor 10 Fountain Plaza Buffalo, New York 14202 Attn: Corporate Banking Group KEY BANK NATIONAL ASSOCIATION By: Mark F. Wachowiak Assistant Vice President Address: Corporate Banking Dept. 5" Floor Key Center 50 Fountain Plaza Buffalo, NY 14202 MANUFACTURERS AND TRADERS TRUST COMPANY By: Robert J. Daigler Vice President Address: One Fountain Plaza Buffalo, New York 14203 HSBC BANK USA By: Ted Oexle Vice President Address: Corporate Banking Dept 23rd Floor One HSBC Center Buffalo, NY 14203 108