AMENDMENT
TO
CREDIT AGREEMENT
THIS AMENDMENT (the "Amendment") dated as of December 23, 1996, is
made and entered into among SIGNATURE FINANCIAL/MARKETING, INC. (the "Borrower")
and the banks listed on the signature pages hereof (herein, together with their
respective successors and assigns, collectively called the "Banks" and
individually called a "Bank").
WHEREAS the Banks are parties to that certain Credit Agreement dated
as of September 27, 1996, as amended and restated as of October 21, 1996 (the
"Credit Agreement"), among Signature Financial/Marketing, Inc., various Banks,
The Bank of New York as Documentation Agent, and The Bank of Nova Scotia, as
Administrative Agent; and
WHEREAS the Borrower and the Banks desire to amend the Credit
Agreement in certain respects;
NOW, THEREFORE, for valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
AMENDMENTS
1.1 SECTION 1.1 of the Credit Agreement is hereby amended so that the
following definition shall read in its entirety as follows:
"MATURITY DATE" means the earlier to occur of: (a) August 29, 1997;
and (b) the date on which the Obligations are due and payable in accordance
with the provisions of this agreement.
1.2 SECTION 2 of the Credit Agreement is hereby amended by adding the
following SECTION 2.11 thereto:
2.11 MANDATORY PREPAYMENTS. Following receipt by the Borrower or any
Subsidiary of any net cash proceeds from any sale, transfer or disposition
or sale of any asset for which consent is required under SECTION 7.2 or
which is otherwise outside the ordinary course of business, the Borrower
shall make a mandatory prepayment of the Loans, such prepayment to be equal
to the amount of such Net Proceeds or the aggregate unpaid principal amount
of all Loans then outstanding, whichever is less. Each prepayment pursuant
to this
SECTION 2.11 shall be made within 3 Business Days of the date upon which
the amount of the net cash proceeds which have not theretofore been applied
by the Borrower to prepayments under this Agreement shall equal or exceed
$1,000,000. Sales or transfers pursuant to SECTION 7.2(c) or 7.2(e) shall
not be subject to this SECTION 2.11 regardless of whether such sales or
transfers are in or outside the ordinary course of business.
1.3 SECTION 7.4(i) of the Credit Agreement is amended by substituting
"$65 million" for "$30 million".
1.4 SECTION 8.1(f) of the Credit Agreement is hereby corrected by
replacing in lines 21 and 22 the phrase "of such Indebtedness" with the word
"thereof".
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to the Agents and the
Banks as follows:
2.1 NO DEFAULT. No Default or Event of Default has occurred and is
continuing or will exist after giving effect to this Amendment.
2.2 DUE EXECUTION. The execution, delivery and performance of this
Amendment, (i) are within the Borrower's corporate powers, (ii) have been duly
authorized by all necessary corporate action, (iii) do not require any
governmental approval which has not been previously obtained (and each such
governmental approval that has been previously obtained remains effective), (iv)
do not and will not contravene or conflict with any provision of law, or of any
judgment, decree or order, or of the Borrower's charter or by-laws, and (v) do
not and will not contravene or conflict with, or cause any Lien to arise under,
any provision of any agreement binding upon the Borrower, any Subsidiary or any
of their respective properties.
2.3 VALIDITY. The Credit Agreement as amended by this Amendment
constitutes the legal, valid and binding obligations of the Borrower,
enforceable against it in accordance with its respective terms, without defense,
counterclaim or offset.
2.4 CREDIT AGREEMENT. All representations and warranties of the
Borrower contained in SECTIONS 5.1, 5.2, 5.3, 5.4, 5.6, 5.8, 5.11, 5.13, 5.14,
and 5.18 of the Credit Agreement are true and correct as of the date hereof with
the same effect as though made on the date hereof.
ARTICLE III
GENERAL
3.1 EXPENSES. The Borrower agrees to pay all fees and expenses of
McDermott, Will & Emery as counsel to the Documentation Agent and the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment.
3.2 EFFECTIVENESS. This Amendment shall become effective on the date
on which, the Documentary Agent shall have received counterparts of this
Amendment whether on the same or different counterparts, executed by the
Borrower and the Required Banks (or in the case of any Bank as to which an
executed counterpart shall not have been so received, telegraphic, telefax,
telex or other written confirmation of execution of a counterpart hereof by such
Bank).
3.3 DEFINITIONS. Except as otherwise herein specifically defined,
all the capitalized terms contained herein shall have the meaning ascribed to
such terms in the Credit Agreement.
3.4 REAFFIRMATION. Except as hereinabove expressly provided, all the
terms and provisions of the Credit Agreement shall remain in full force and
effect and all references therein and in any related documents to the Credit
Agreement shall henceforth refer to the Credit Agreement as amended by this
Amendment. This Amendment shall be deemed incorporated into, and a part of, the
Credit Agreement.
3.5 SUCCESSORS. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
3.6 GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of Illinois.
3.7 COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts and each such
counterpart shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same agreement.
Delivered at Chicago, Illinois as of the day, month and year first
above written.
SIGNATURE FINANCIAL/MARKETING, INC.
By: /s/ G. Joseph Reddington
-------------------------------------
Name: G. Joseph Reddington
ACCEPTED AND APPROVED:
THE BANK OF NEW YORK, in its
individual capacity and in its
capacity as Documentation Agent
By: /s/ Michael Flannery
-------------------------------------
Name: Michael Flannery
THE BANK OF NOVA SCOTIA, in its
individual capacity and in its
capacity as Administrative Agent
By: /s/ J.H. Youssef
-------------------------------------
Name: J.H. Youssef
GUARANTY REAFFIRMED:
MONTGOMERY WARD & CO., INCORPORATED
By: /s/ Douglas V. Gathany
-------------------------------------
Name: Douglas V. Gathany
CREDIT CARD SENTINEL, INC
ISS AGENCY, INC.
MONTGOMERY WARD CLUBS, INC.
MONTGOMERY WARD ENTERPRISES, INC.
SIGNATURECARD, INC.
MONTGOMERY WARD FINANCIAL
CENTER, INC.
MONTGOMERY WARD AGENCY, INC.
NATIONAL DENTAL SERVICE, INC.
SIGNATURE DIRECT, INC.
SIGNATURE INVESTMENT ADVISORS,
INC.
AMOCO MOTOR CLUB, INC.
By: /s/ G. Joseph Reddington
-------------------------------------
Name: G. Joseph Reddington