WITH THE LOAN DOCUMENTS,
INCLUDING WITHOUT LIMITATION ALL REASONABLE FEES AND DISBURSEMENTS OF LEGAL
COUNSEL.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BORROWER
SPECIFICALLY AGREES TO PAY ALL FEES AND DISBURSEMENTS OF COUNSEL TO THE LENDER
FOR THE SERVICES PERFORMED BY SUCH COUNSEL IN CONNECTION WITH THE PREPARATION OF
THIS AMENDMENT AND THE DOCUMENTS AND INSTRUMENTS INCIDENTAL HERETO.
THE
BORROWER HEREBY AGREES THAT THE LENDER MAY, AT ANY TIME OR FROM TIME TO TIME IN
ITS SOLE DISCRETION AND WITHOUT FURTHER AUTHORIZATION BY THE BORROWER, MAKE A
LOAN TO THE BORROWER UNDER THE CREDIT AGREEMENT, OR APPLY THE PROCEEDS OF ANY
LOAN, FOR THE PURPOSE OF PAYING ANY SUCH FEES, DISBURSEMENTS, COSTS AND
EXPENSES.
10.
MISCELLANEOUS.
THIS AMENDMENT AND THE ACKNOWLEDGMENT AND
AGREEMENT OF GUARANTORS MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL AND ALL OF
WHICH COUNTERPARTS, TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first written above.
WELLS FARGO BANK, N.A.
CIBER, INC.
By:
/s/ Catherine M. Jones
By:
/s/ David G. Durham
Name: Catherine M. Jones
Name: David G. Durham
Its: Vice President
Its: Chief Financial Officer
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ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS
The undersigned, each a guarantor of the indebtedness of CIBER, INC. (the
"Borrower") to Wells Fargo Bank, N.A. (the "Lender") pursuant to a separate
Guaranty each dated as of August (each, a "Guaranty"), hereby (i) acknowledges
receipt of the foregoing Amendment; (ii) consents to the terms (including
without limitation the release set forth in Paragraph 8 of the Amendment) and
execution thereof; (iii) reaffirms its obligations to the Lender pursuant to the
terms of its Guaranty; and (iv) acknowledges that the Lender may amend, restate,
extend, renew or otherwise modify the Credit Agreement and any indebtedness or
agreement of the Borrower, or enter into any agreement or extend additional or
other credit accommodations, without notifying or obtaining the consent of the
undersigned and without impairing the liability of the undersigned under its
Guaranty for all of the Borrower's present and future indebtedness to the
Lender.
CIBER ASSOCIATES, INC.
By:
/s/ Christopher L. Loffredo
Name: Christopher L. Loffredo
Its: Vice President
CIBER INTERNATIONAL, INC.
By:
/s/ David G. Durham
Name: David G. Durham
Its: Vice President
CIBER (UK) LIMITED
By:
/s/ David G. Durham
Name: David G. Durham
Its: Director
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