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Exhibit 10.1
AMENDMENT TO TRANSACTION DOCUMENTS
THIS AMENDMENT, dated as of May 1, 1997, 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 Term Loan 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 Issuing Banks referred to therein, and Mellon Bank, N.A., as Agent,
(b) a Term Loan Agreement (as amended, the "Term Loan Agreement") dated as of
February 7, 1997 among the Borrower, the Lenders parties thereto from time to
time and Mellon Bank, N.A., as Agent, (c) 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. The Credit Facilities have been
amended by a letter agreement dated February 21, 1997.
B. The parties hereto desire to amend further the Credit Facilities as set
forth herein.
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
SECTION 1. AMENDMENTS.
(a) INITIAL APPLICABLE MARGIN. Section 2.03(b) of each of the Revolving
Credit Agreement and the Term Loan Agreement, and Section 3.09(b) of the Note
Backup Agreement, is amended by deleting the term "September 30, 1997" and
replacing it with the term "June 30, 1997".
(b) CONSOLIDATED NET WORTH (ADJUSTED). Section 7.01(a) of each Credit
Facility is hereby amended by deleting the two lines reading as follows
(ignoring the caption, which is set forth below only for reference purposes):
Consolidated Net Worth (Adjusted)
From and including To and including Shall not be less than
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December 31, 1996 December 30, 1997 $425,000,000
December 31, 1997 December 30, 1998 $450,000,000
and replacing them with the following two line (ignoring the caption, which is
set forth below only for reference purposes):
Consolidated Net Worth (Adjusted)
From and including To and including Shall not be less than
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December 31, 1996 June 29, 1998 $425,000,000
June 30, 1998 December 30, 1998 $450,000,000
(c) CONSOLIDATED FUNDED DEBT RATIO (ADJUSTED). Section 7.01 (c) of each
Credit Facility is hereby amended by deleting the line reading as follow
(ignoring the caption, which is set forth below only for reference purposes):
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Fiscal quarter ending on Consolidated Funded Debt Ration (Adjusted)
a date in the following for the four fiscal quarters ending
period (inclusive) on such date shall not be greater than
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December 31, 1996 through December 30, 1997 5.50
and replacing that line with the following three lines (ignoring the caption,
which is set forth below only for reference purposes only):
Fiscal quarter ending on Consolidated Funded Debt Ration (Adjusted)
a date in the following for the four fiscal quarters ending
period (inclusive) on such date shall not be greater than
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December 31, 1996 through June 29, 1997 5.50
June 30, 1997 through September 29, 1997 5.75
September 30, 1997 through December 30, 1997 5.50
(d) CERTAIN ALLOWED STOCK REPURCHASES. Section 7.06 (a) (i) of each Credit
Facility is hereby amended by deleting the term "$25,000,000" and replacing it
with the term "$50,000,000".
(e) CONSOLIDATED FIXED CHARGES. The definition of "Consolidated Fixed
Charges" in Annex A of each Credit Facility is hereby amended to read as
follows:
"Consolidated Fixed Charges" for any period shall mean the sum of (a)
Consolidated Cash Interest Expense for such period and (b) principal
payments made by the Borrower and its Subsidiaries during such period with
respect to any outstanding Indebtedness (excluding (i) payments of
indebtedness under the Revolving Credit Agreement, (ii) prepayments made at
the option of the Borrower of Indebtedness under the Term Loan Agreement,
to the extent the amounts so prepaid are not otherwise due during such
period, and (iii) payments of the Senior Notes at the scheduled maturity
thereof), all as determined on a consolidated basis in accordance with
GAAP.
SECTION 2. EFFECTIVENESS AND EFFECT, ETC.
(A) EFFECTIVENESS. This Amendment shall become effective on the day on
which Mellon Bank, N.A., as Agent under each Credit Facility, shall have
received counterparts hereof duly executed by the Borrower and by the "Required
Lenders" and the "Agent" under each Credit Facility.
(B) EFFECT. The Revolving Credit Agreement, the Term Loan Agreement and the
Note Backup Agreement, as amended by the letter agreement dated February 21,
1997, and as further 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 Credit Facility or constitute a waver of any provision of any Credit
Facility.
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/ PAUL G. SANDFORD
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Name: Paul G. Sandford
Title: Treasurer
MELLON BANK, N.A.,
Individually and as Agent under each
Credit Facility
By /s/ R. JANE WESTRICH
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R. Jane Westrich
Vice President
CONSENTED AND AGREED:
BANKBOSTON, N.A.
By /s/ ROBERTA F. KEELER
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Name: Roberta F. Keeler
Title: Vice President
NATIONS BANK
By /s/ ELIZABETH S. DUFF
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Name: Elizabeth S. Duff
Title: Vice President
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By _____________________________
Name:
Title:
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THE ROYAL BANK OF SCOTLAND, PLC
By /s/ D. BONNAR
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Name: Derek Bonnar
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ DAVID M. NACKLEY
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Name: David M. Nackley
Title: Vice President
BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By /s/ NICHOLAS J. CAMPBELL
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Name: Nicholas J. Campbell
Title: Vice President
FIRST AMERICAN NATIONAL BANK
By /s/ ANDREW S. ZIMBERG
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Name: Andrew S. Zimberg
Title: Vice President
THE FUJI BANK, LIMITED
By _____________________________
Name:
Title:
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