SECOND AMENDMENT AND WAIVER
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TO CREDIT AGREEMENT
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THIS SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this "Second
Amendment") is made and entered into as of the 30th day of March, 2000, by and
among GLOBAL IMAGING SYSTEMS, INC., a corporation organized under the laws of
Delaware (the "Company"), the Material Subsidiaries of the Company listed on the
signature pages hereto (together with the Company, the "Borrowers"), the Lenders
party to the Credit Agreement referred to below (the "Lenders"), FIRST UNION
NATIONAL BANK, as Administrative Agent for the Lenders (the "Administrative
Agent"), KEY CORPORATE CAPITAL, INC., as Syndication Agent for the Lenders (the
"Syndication Agent"), and SCOTIABANC INC., as Documentation Agent for the
Lenders (the "Documentation Agent")
Statement of Purpose
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The Lenders agreed to extend certain credit facilities to the
Borrowers pursuant to the Amended and Restated Credit Agreement dated as of June
23, 1999 by and among the Borrowers, the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement").
The parties now desire to amend certain provisions of the Credit
Agreement in certain respects and waive certain provisions of the Credit
Agreement in certain respects, all on the terms and conditions set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Capitalized Terms. All capitalized undefined terms used in this
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Second Amendment shall have the meanings assigned thereto in the Credit
Agreement.
2. Modification of Certain Provisions of the Credit Agreement. The
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Credit Agreement is hereby modified as follows:
(a) Amendment to Section 5.12. Section 5.12 of the Credit Agreement is
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hereby deleted in its entirety and the following is substituted in lieu thereof:
SECTION 5.12. Use of Proceeds. Except as otherwise permitted
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pursuant to Section 11.7(d) hereof, the Borrowers shall use the
proceeds of the Extensions of Credit (a) to refinance the obligations
under the Initial Credit Agreement as set forth herein, (b) to finance
Permitted Acquisitions and (c) for working capital and general
corporate requirements of the Borrowers and their Subsidiaries,
including the payment of certain fees and expenses incurred in
connection with the transactions contemplated hereby.
(b) Amendment to Section 11.7(b) and Section 11.7(c) and the Addition of
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Section 11.7(d).
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(i) Subsection (b) of Section 11.7 of the Credit Agreement is
hereby amended by the deletion of "and" at the end of such subsection (b);
(ii) Subsection (c) of Section 11.7 of the Credit Agreement is
hereby amended by the deletion of "." at the end of such subsection (c) and the
addition of "; and" at the end of such subsection (c); and
(iii) The following subsection (d) of Section 11.7 of the Credit
Agreement is hereby set forth as an addition to the Credit Agreement:
"(d) the Company may redeem certain shares of its capital stock and
place such shares in treasury for reissuance as partial consideration for
future permitted acquisitions; provided that the aggregate purchase price
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of the capital stock redeemed by Company (including all fees and expenses
related thereto) shall not exceed $10,000,000.
3. Waiver of Certain Events of Default under the Credit Agreement.
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(a) Section 6.4(b)(ii) of the Credit Agreement provides that the Borrowers
will take certain actions with respect to the Post-Closing Vendor Provided
Financing by February 15, 2000. With respect to the Post-Closing Vendor Provided
Financing by and between ▇▇▇▇▇ & Associates, Inc. and Finova Capital
Corporation, the Borrowers have failed to comply with the requirements of
Section 6.4(b)(ii) as of the date hereof (the "VPF Event of Default").
(b) Subject to the terms and conditions set forth herein, the Lenders
hereby waive the VPF Event of Default; provided that (i) the Borrowers shall
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comply with the requirements of Section 6.4(b)(ii) by April 7, 2000 and (ii) the
failure to so comply by April 7, 2000 shall constitute an immediate Event of
Default under the Credit Agreement and the other Loan Documents.
4. Condition Precedent. The Borrowers hereby acknowledge and agree that
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the effectiveness of this Second Amendment shall be conditioned upon payment to
the Administrative Agent, for the account of each Lender which executes this
Second Amendment and delivers a duly executed signature page thereto to counsel
to the Administrative Agent by 5:00 p.m. (E.S.T.) on the date hereof, of an
amendment fee equal to 5.0 bps on the Commitment of each such Lender.
5. Effect of Amendment and Waiver. Except as expressly amended hereby,
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the Credit Agreement and Loan Documents shall be and remain in full force and
effect. The amendments and waivers granted herein are specific and limited and
shall not constitute a modification, acceptance or waiver of any other provision
of or default under the Credit Agreement, the Loan Documents or any other
document or instrument entered into in connection therewith or a future
modification, acceptance or waiver of the provisions set forth therein (except
to the extent necessary to give effect to the specific waivers and agreements
set forth herein).
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6. Representations and Warranties/No Default.
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(a) By its execution hereof, the Borrowers hereby certify that each of the
representations and warranties set forth in the Credit Agreement and the other
Loan Documents is true and correct as of the date hereof as if fully set forth
herein and that no Default or Event of Default has occurred and is continuing as
of the date hereof.
(b) By its execution hereof, the Borrowers hereby represent and warrant
that each Borrower and each Subsidiary thereof has the right, power and
authority and has taken all necessary corporate and other action to authorize
the execution, delivery and performance of this Second Amendment and each other
document executed in connection herewith to which it is a party in accordance
with their respective terms.
(c) This Second Amendment and each other document executed in connection
herewith has been duly executed and delivered by the duly authorized officers of
each Borrower and each Subsidiary thereof party thereto, and each such document
constitutes the legal, valid and binding obligation of each Borrower or each
Subsidiary thereof party thereto, enforceable in accordance with its terms.
7. Expenses. The Borrowers shall pay all reasonable out-of-pocket
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expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Second Amendment, including, without limitation,
the reasonable fees and disbursements of counsel for the Administrative Agent.
8. Governing Law. This Second Amendment shall be governed by and
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construed in accordance with the laws of the State of North Carolina, without
reference to the conflicts or choice of law provisions thereof.
9. Counterparts. This Second Amendment may be executed in separate
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counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
10. Fax Transmission. A facsimile, telecopy or other reproduction of this
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Second Amendment may be executed by one or more parties hereto, and an executed
copy of this Second Amendment may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Second Amendment as well as any facsimile, telecopy
or other reproduction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed as of the date and year first above written.
BORROWERS:
[CORPORATE SEAL] GLOBAL IMAGING SYSTEMS, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CFO, Senior Vice President, Treasurer
and Secretary
[CORPORATE SEAL] GLOBAL IMAGING OPERATIONS, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
[CORPORATE SEAL] GLOBAL IMAGING FINANCE COMPANY, as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CFO, Vice President, Treasurer and
Secretary
[CORPORATE SEAL] AMERICAN PHOTOCOPY EQUIPMENT COMPANY OF PITTSBURGH
(d/b/a AMCOM Office Systems), as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and Assistant Secretary
[CORPORATE SEAL] ▇▇▇▇▇▇, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
[Signatures Continued On The Following Page]
[CORPORATE SEAL] BUSINESS EQUIPMENT UNLIMITED, as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
[CORPORATE SEAL] CAMERON OFFICE PRODUCTS, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
[CORPORATE SEAL] CONNECTICUT BUSINESS SYSTEMS, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
[CORPORATE SEAL] ▇▇▇▇▇▇ OFFICE PRODUCTS, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Assistant Secretary and
Assistant Treasurer
[CORPORATE SEAL] COPY SERVICE AND SUPPLY, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and Assistant Secretary
[Signatures Continued On The Following Page]
[CORPORATE SEAL] DUPLICATING SPECIALTIES, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, CFO, Assistant Secretary
and Treasurer
[CORPORATE SEAL] EASTERN COPY PRODUCTS, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and Assistant Secretary
[CORPORATE SEAL] ELECTRONIC SYSTEMS, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and Assistant Secretary
[CORPORATE SEAL] ELECTRONIC SYSTEMS OF RICHMOND, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and Assistant Secretary
GLOBAL OPERATIONS TEXAS, L.P.
(f/k/a FELCO OFFICE SYSTEMS, INC.), as
Borrower
[CORPORATE SEAL] By: Global Imaging Systems, Inc.
Its: General Partner
By:______________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CFO, Senior Vice President,
Treasurer and Secretary
[Signatures Continued On The Following Page]
[CORPORATE SEAL] QUALITY BUSINESS SYSTEMS, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, CFO, Treasurer and
Assistant Secretary
[CORPORATE SEAL] SOUTHERN BUSINESS COMMUNICATIONS, INC., as
Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
[CORPORATE SEAL] ▇▇▇▇ BUSINESS MACHINES OF GREAT NECK, INC., as
Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
[CORPORATE SEAL] CAPITOL OFFICE SOLUTIONS, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
[CORPORATE SEAL] DISTINCTIVE BUSINESS PRODUCTS, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
[CORPORATE SEAL] ▇▇▇▇▇ & ASSOCIATES, INC. (f/k/a ▇▇▇▇▇ ACQUISITION,
INC.), as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
[Signatures Continued On The Following Page]
[CORPORATE SEAL] PROVIEW, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
[CORPORATE SEAL] CENTRE BUSINESS PRODUCTS, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
[CORPORATE SEAL] ▇▇▇▇▇▇ COMMUNICATIONS, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
[CORPORATE SEAL] OFFICE TECH INCORPORATED, as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
[CORPORATE SEAL] COLUMN OFFICE EQUIPMENT, INC., as Borrower
By:____________________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and Treasurer
[Signatures Continued On The Following Page]
AGENTS AND LENDERS:
FIRST UNION NATIONAL BANK, as
Administrative Agent and as Lender
By:____________________________________________
Name:__________________________________________
Title:_________________________________________
[Signatures Continued On The Following Page]
KEY CORPORATE CAPITAL INC., as
Syndication Agent and as Lender
By:________________________________________
Name:______________________________________
Title:_____________________________________
[Signatures Continued On The Following Page]
SCOTIABANC INC., as Documentation Agent and
as Lender
By:________________________________________
Name:______________________________________
Title:_____________________________________
[Signatures Continued On The Following Page]
SUNTRUST BANK, TAMPA BAY, as Lender
By:________________________________________
Name:______________________________________
Title:_____________________________________
[Signatures Continued On The Following Page]
LASALLE BANK NATIONAL ASSOCIATION,
as Lender
By:________________________________________
Name:______________________________________
Title:_____________________________________
[Signatures Continued On The Following Page]
COMERICA BANK, as Lender
By:________________________________________
Name:______________________________________
Title:_____________________________________
[Signatures Continued On The Following Page]
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK, FSB, as Lender
By:________________________________________
Name:______________________________________
Title:_____________________________________
[Signatures Continued On The Following Page]
BANK LEUMI LE-ISRAEL B.M., MIAMI
AGENCY, as Lender
By:________________________________________
Name:______________________________________
Title:_____________________________________
[Signatures Continued On The Following Page]
BANKBOSTON, N.A., as Lender
By:________________________________________
Name:______________________________________
Title:_____________________________________
[Signatures Continued On The Following Page]
NATIONAL BANK OF CANADA, as Lender
By:________________________________________
Name:______________________________________
Title:_____________________________________
[Signatures Continued On The Following Page]
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC., as Lender
By:________________________________________
Name:______________________________________
Title:_____________________________________
By:________________________________________
Name:______________________________________
Title:_____________________________________
[Signatures Continued On The Following Page]
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ PRIME
INCOME TRUST, as Lender
By:________________________________________
Name:______________________________________
Title:_____________________________________
[Signatures Continued On The Following Page]
TORONTO DOMINION (NEW YORK), INC., as Lender
By:_________________________________________
Name:_______________________________________
Title:______________________________________
[Signatures Continued On The Following Page]
Sankaty Advisors, Inc., as Collateral Manager for
GREAT POINT CLO 1999-1 LTD., as Term
Lender
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
SANKATY HIGH YIELD PARTNERS II, L.P.
By:_______________________________________________
Name:_____________________________________________
Title:____________________________________________
[Signatures Continued On The Following Page]
▇▇▇▇▇▇ FINANCIAL, INC., as Lender
By:________________________________________
Name:______________________________________
Title:_____________________________________
[Signatures Continued On The Following Page]
ANTARES CAPITAL CORPORATION, as Lender
By:________________________________________
Name:______________________________________
Title:_____________________________________
[Signatures Continued On The Following Page]
CHASE BANK OF TEXAS, as Trustee of the
Antares Funding Trust created under Trust
Agreement dated as of November 30, 1999, as
Lender
By:______________________________________________
Name:____________________________________________
Title:___________________________________________