Amendment No. 2 to Credit Agreement between Compuware Corporation and Comerica Bank (July 29, 2004)

Contract Categories: Business Finance › Credit Agreements
Summary

This amendment updates the existing credit agreement between Compuware Corporation and Comerica Bank, extending the maturity date to July 28, 2005 and replacing certain schedules related to subsidiaries and affiliate transactions. The amendment is effective upon execution, payment of a $150,000 facility fee, and receipt of a legal opinion. Compuware affirms its legal authority to enter into the amendment, and the guarantor acknowledges the continued validity of its guarantee. All other terms of the original agreement remain unchanged.

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EX-4.4 3 k88651exv4w4.txt AMENDMENT NO. 2, DATED AS OF JULY 29, 2004 EXHIBIT 4.4 AMENDMENT NO. 2 TO CREDIT AGREEMENT This Amendment dated as of July 29, 2004 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 (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 29, 2004" with the term "July 28, 2005." 2. The Schedule 6.8 attached hereto is substituted for the Schedule 6.8 attached to the Agreement. 3. The Schedule 8.7 attached hereto is substituted for the Schedule 8.7 attached to the Agreement. 4. 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 Thomas Costello, 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. 5. Except as expressly modified hereby, all of the terms and conditions of the Agreement shall remain full force and effect. 6. 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, 2004 for the date March 31, 2002, 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. 7. This Amendment may be executed in counterparts as provided in Section 10.12 of the Agreement Executed as of the date first written above. COMERICA BANK COMPUWARE CORPORATION By: /s/ Timothy H. O'Rourke By: /s/ Laura Fournier - ---------------------------- ------------------ Timothy H. O'Rourke Laura Fournier 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 29, 2004 COMPUWARE INTERNATIONAL I LLC By: Compuware Corporation Its: Sole Member By: /s/ Laura Fournier ------------------ Laura Fournier Its: Senior Vice President and Chief Financial Officer 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 Ltd................. Hong 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 Reliant Data Systems Inc. .......................... Delaware Changepoint EMEA ................................. France Changepoint France .................................. France Changepoint International SRL .................. Barbados
SCHEDULE 8.7 NON-ARMS LENGTH TRANSACTIONS WITH AFFILIATES Foresee Results, Inc. $5,433,000.00 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 28, 2004 in the amount of $100,000 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 $15,271,490.36 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