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Exhibit 10.1
AMENDMENT TO TRANSACTION DOCUMENTS
THIS AMENDMENT (referred to herein as this "Amendment"), dated as of May
26, 2000, by and among PRIMARK CORPORATION, a Michigan corporation (the
"Borrower"), the Lenders party to the Revolving Credit Agreement referred to
below, the Lenders party to the Note Backup Agreement referred to below (such
agreements being referred to collectively as the "Credit Facilities"), and
MELLON BANK, N.A., a national banking association, as Agent under each such
Credit Facility.
RECITALS:
A. The Borrower has entered into (a) a Revolving Credit Agreement (as
amended, the "Revolving Credit Agreement") dated as of February 7, 1997 among
Primark Corporation (the "Borrower"), the Lenders parties thereto from time to
time (the "Revolving Credit Lenders"), the Issuing Banks referred to therein,
and Mellon Bank, N.A., as Agent, and (b) a Note Backup Agreement (as amended,
the "Note Backup Agreement") dated as of February 7, 1997 among the Borrower,
the Lenders parties thereto from time to time, the Issuing Bank referred to
therein, and Mellon Bank, N.A., as Agent (collectively, the "Credit
Facilities"). The Credit Facilities have been amended by a letter agreement
dated February 21, 1997, an Amendment to Transactions Documents dated as of May
1, 1997, an Amendment to Transaction Documents dated as of June 30, 1997, an
Amendment to Transaction Documents dated as of December 1, 1997, an Agreement
dated as of March 6, 1998 (which restated and superseded all such prior
amendments), an Amendment to Transaction Documents dated as of May 8, 1998, an
Amendment to Transaction Documents dated as of June 15, 1998, an Amendment to
Transaction Documents dated as of September 10, 1998, a Consent and Amendment to
Transaction Documents dated as of December 10, 1998, an Amendment to Transaction
Documents dated as of November 16, 1999, and an Amendment to Transaction
Documents and Waiver dated as of December 31, 1999, an Amendment to Transaction
Documents dated as of March 28, 2000, an Amendment to Transaction Documents
dated as of March 31, 2000, and an Amendment to Transaction Documents dated as
of April 10, 2000.
B. The parties hereto desire to amend further the Credit Facilities as
set forth herein. Capitalized terms used herein and not otherwise defined shall
have the meanings given them in, or by reference in, the Collateral Agency
Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
SECTION 1. LOANS ADVANCES AND INVESTMENTS. Section 7.05 is amended by (i)
relettering the last two subsections thereof as subsections (o) and (p), and
(ii) by inserting the following new subsection (n):
(n) Equity investment of up to 1,600,000 pounds in TrustNet Ltd;
SECTION 2. EFFECTIVENESS AND EFFECT, ETC.
(a) EFFECTIVENESS. This Amendment shall become on the date when Mellon
Bank, N.A., as Agent under each of the Revolving Credit Agreement and the Note
Backup Agreement, shall have received counterparts hereof duly executed by the
Borrower and by the "Required Lenders" and the "Agent" under each of the
Revolving Credit Agreement and the Note Backup Agreement.
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(b) EFFECT. The Revolving Credit Agreement and the Note Backup
Agreement, in the forms initially executed and as previously amended and as
amended hereby, are and shall continue to be in full force and effect, and are
hereby in all respects ratified and confirmed. Except to the extent expressly
set forth herein, the execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy under any of the
foregoing agreements and instruments or constitute a waiver of any provision of
any of the foregoing agreements and instruments.
SECTION 3. MISCELLANEOUS.
This Amendment may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same document. Section and other
headings herein are for reference purposes only and shall not affect the
interpretation of this Amendment in any respect. This Amendment shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, without regard to choice of law rules. This Amendment is a
requested amendment within the meaning of Section 10.06(a) of each Credit
Facility.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
PRIMARK CORPORATION
By /s/ Stephen H. Curran
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Name: Stephen H. Curran
Title: Executive Vice President & CFO
MELLON BANK, N.A.,
individually and as Agent under each
Credit Facility
By /s/ Jane Westrich
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R. Jane Westrich
Vice President
CONSENTED AND AGREED:
FLEET NATIONAL BANK
F.K.A. BANK BOSTON, N.A.
By /s/ Deanne M. Horn
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Title: Vice President
BANK OF AMERICA, NA
By /s/ Michael R. Heredia
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Title: Managing Director
THE CHASE MANHATTAN BANK
By /s/ Neil Sweeny
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Title: Vice President
[Signature Page for Amendment to Transaction Documents dated as of May 26, 2000]
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AMSOUTH BANK,
Successor in interest by merger to
First American National Bank
By /s/ Seth Butler
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Title: Corporate Bank Officer
WACHOVIA BANK, N.A.
By /s/ John P. Rafferty
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Title: Senior Vice President
FLEET NATIONAL BANK
By /s/ Deanne M. Horn
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Title: Vice President
THE HUNTINGTON NATIONAL BANK
By
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Title:
[Signature Page for Amendment to Transaction Documents dated as of May 26, 2000]
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