SECOND AMENDMENT TO CREDIT AGREEMENT

 

267015v4

267015v4
                 SECOND  AMENDMENT  TO  CREDIT  AGREEMENT

     This Amendment, dated as of February 10, 2000 (this "Amendment") is entered
into  by  and  among  Policy  Management  Systems  Corporation, a South Carolina
corporation  (the  "Borrower"),  the  financial  institutions  parties  to  this
Agreement  (collectively,  the  "Banks";  individually,  a  "Bank")  and Bank of
America,  N.A.  (formerly  known  as  Bank of America National Trust and Savings
Association),  as  Agent  (the  "Agent").

                                 RECITALS
                                 --------

     The  Borrower,  the  Agent  and the Banks are parties to a Credit Agreement
dated  as of August 8, 1997, as amended by a First Amendment to Credit Agreement
dated  as  of  November  5,  1999 (the "Credit Agreement") pursuant to which the
Banks  extended  a revolving facility.  Capitalized terms used and not otherwise
defined  or  amended  in  this  Amendment  shall  have the meanings respectively
assigned  to  them  in  the  Credit  Agreement.

     The  Borrower  has  requested  that the Banks modify the Leverage Ratio set
forth  in  the  Credit  Agreement.  In order to induce the Banks to agree to the
foregoing,  the  Banks  have  requested,  and  the Borrower has agreed, that the
Borrower  will  pay  an  amendment  fee and modify the pricing. The Borrower has
requested  that  the  Banks  enter  into  this Amendment in order to approve and
reflect  the  foregoing,  and the Banks have agreed to do so, all upon the terms
and  provisions  and  subject  to  the  conditions  hereinafter  set  forth.

                             AGREEMENT
                             ---------

     In  consideration  of  the foregoing and the mutual covenants and agreement
hereinafter  set  forth,  the  parties  hereto  mutually  agree  as  follows:

A.     AMENDMENTS
       ----------

1.     Amendment  of  Section  5.1.  Section 5.1 is hereby amended by adding new
- --     ---------------------------
Section  5.1(j):
- --
     "(j)     Annually,  within  5  days  of  its  receipt  by the Borrower, the
management  letter  provided by the Borrower's independent public accountants to
the  audit  committee  of  the  Borrower's  Board  of  Directors."
2.
- --

- ------
Amendment  of  Section  5.11  Section  5.11  of  the  Credit Agreement is hereby
- ----------------------------
amended  and  restated  as  follows:
- ------
     The  Borrower  will not permit the Leverage Ratio at any time from December
31,  1999  through  and including May 31, 2000 to exceed 3.5:1.0 and at any time
thereafter,  to  exceed  2.5:1.0.
3.     Amendment to Pricing Schedule.  The Pricing Schedule shall be amended and
- --     ------------------------------
     restated  retroactively  through  January  1,  2000  as  per the attachment
hereto.

B.     REPRESENTATIONS  AND  WARRANTIES
       --------------------------------

     The  Borrower  hereby  represents and warrants to the Agent and Banks that:

     1.     After giving effect to this Amendment, no Event of Default specified
in  the Credit Agreement and no event which with notice or lapse of time or both
would  become  such  an  Event  of  Default  has  occurred  and  is  continuing;

     2.     After  giving  effect  to  this  Amendment,  the representations and
warranties  of  the Borrower pursuant to the Credit Agreement are true on and as
of  the  date  hereof  as  if  made  on  and  as  of  said  date;  and

     3.     The  making  and  performance by the Borrower of this Amendment have
been  duly  authorized  by  all  necessary  corporate  action.

C.     EFFECTIVENESS;  CONDITIONS
       --------------------------

     This Amendment will become effective as of December 31, 1999 upon execution
by  the  Required  Banks.  The  Borrower  shall provide to the Agent in form and
substance satisfactory to the Agent, no later than February 18, 2000, all of the
following:

     1.     A  copy  of  a  resolution  passed  by the Board of Directors of the
Borrower,  certified  by the Secretary or an Assistant Secretary of the Borrower
as being in full force and effect on the date hereof, authorizing the execution,
delivery  and  performance  of  the  Credit  Agreement  as  hereby  amended.

     2.     A  certificate of incumbency certifying the names of the officers of
the  Borrower  authorized  to  sign  this  Amendment,  together  with  the  true
signatures  of  such  officers.

     3.     Executed  counterparts  of  this  Amendment.

     Borrower  shall  pay  the  Agent for the account of the consenting Banks an
amendment  fee  equal  to  0.30%  payable  to  the Banks on February 11, 2000 in
accordance  with  their  Pro  Rata  Share.

D.     MISCELLANEOUS
       -------------

     1.     This  Amendment may be signed in any number of counterparts, each of
which  shall  be  an original, with same effect as if the signatures thereto and
hereto  were  upon  the  same  instrument.

     2.     Except  as  herein  specifically  amended,  all terms, covenants and
provisions  of  the  Credit  Agreement shall remain in full force and effect and
shall  be  performed by the parties hereto according to its terms and provisions
and  all  references  therein  or  in the Exhibits shall henceforth refer to the
Credit  Agreement  as  amended  by  this  Amendment.

     3.     This Amendment shall be governed by and construed in accordance with
the  laws  of  the  State  of  New  York.

     IN  WITNESS  WHEREOF,  the  parties hereto have executed and delivered this
Amendment  as  of  the  date  first  written.

POLICY  MANAGEMENT  SYSTEMS
CORPORATION

By:_/S/  Stephen  G.  Morrison
    --------------------------
Title:  Executive  Vice  President
        --------------------------
        And  General  Counsel
        ---------------------

BANK  OF  AMERICA,  N.A.

By:/S/  Michael  J.  McKenney
   --------------------------
Title:   Managing  Director
       --------------------

WACHOVIA  BANK,  N.A.

By:/S/Donald  E.  Sellers,  Jr.
   ----------------------------
Title:  Vice  President
       ----------------

FIRST  UNION  NATIONAL  BANK

By:/S/Franklin  M.  Wesssinger
   ---------------------------
Title:  Senior  Vice  President
        -----------------------

DEUTSCHE  BANK  AG,  NEW  YORK
BRANCH  AND/OR  CAYMAN  ISLANDS
BRANCH

By:  /S/  Susan  M.  O'Connor
     ------------------------
Title:     Director
           --------

By:  /S/  Susan  L.  Pearson
     -----------------------
Title:     Director
           --------

DAI-ICHI  KANGYO  BANK,  LTD.

By:     /S/  Nelson  Chang
        ------------------
Title:  Assistant  Vice  President
        --------------------------

THE  FUJI  BANK,  LIMITED

By:     /S/  Raymond  Ventura
        ---------------------
Title:Vice  President  &  Manager
      ---------------------------

ACKNOWLEDGED  AND  AGREED:

POLICY  MANAGEMENT  SYSTEMS
  CORPORATION
CYBERTEK  CORPORATION
PMSC  LIMITED
CYBERTEK  SOLUTIONS,  L.P.
By:  POLICY  MANAGEMENT
SYSTEMS  CORPORATION;
Its  General  Partner
THE  LEVERAGE  GROUP

By:  /S/  Stephen  G.  Morrison
     --------------------------
Title:     Secretary
           ---------

BANK  OF  AMERICA,  N.A.

By:/S/  Michael  J.  McKenney
   --------------------------
Title:   Managing  Director
       --------------------

ACKNOWLEDGED  AND  AGREED:

POLICY  MANAGEMENT  SYSTEMS
  INVESTMENTS,  INC.

By:  /S/  Elizabeth  Powers
   ------------------------
Title:     President
           ---------

                                PRICING SCHEDULE

     Each  of  "Eurodollar  Margin" and "Facility Fee Rate" means, for any date,
the  rates  set  forth  below:

     Euro-Dollar  Margin          1.375%
     Facility  Fee  Rate          0.375% 

Basic Info X:

Name: SECOND AMENDMENT TO CREDIT AGREEMENT
Type: Second Amendment to Credit Agreement
Date: May 15, 2000
Company: MYND CORP
State: South Carolina

Other info:

Date:

  • February 10 , 2000
  • August 8 , 1997
  • November 5 , 1999
  • May 31 , 2000
  • January 1 , 2000
  • December 31 , 1999
  • February 18 , 2000
  • February 11 , 2000

Organization:

  • Policy Management Systems Corporation
  • Bank of America National Trust and Savings Association
  • First Amendment to Credit Agreement
  • Borrower 's Board of Directors
  • Event of Default
  • DEUTSCHE BANK AG

Location:

  • South Carolina
  • NEW YORK
  • KANGYO BANK
  • L.P.
  • AMERICA

Person:

  • SFranklin M. Wesssinger
  • Susan M. O'Connor
  • Susan L. Pearson
  • Nelson Chang
  • Raymond Ventura
  • Stephen G. Morrison
  • Michael J. McKenney

Percent:

  • 0.30 %
  • 1.375 %
  • 0.375 %