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EXHIBIT 4.6
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Wachovia Bank of Georgia, N.A. EXHIBIT 4.6
191 Peachtree Street, N.E. PAGE 1 OF 3
Atlanta, Georgia 30303
December 21, 1993
Mr. Raymond A. Emmons
Executive Vice President
First Financial Management Corporation
3 Corporate Square Suite 700
Atlanta, GA 30329
RE: The line of credit (the "Line of Credit") evidenced by that
certain letter agreement between First Financial Mangement
Corporation (the "Borrower") and Wachovia Bank of Georgia,
N.A. (the "Bank") dated June 23, 1993 (the "Letter Agreement")
Dear Ray:
I am pleased to advise you that the Bank has agreed to extend the
maturity of the ten million dollar ($10,000,000) Line of Credit to
March 31, 1994. This extension shall become effective from the date of
the Borrower's signing the acknowledgment and acceptance below, and
during this period, the Line of Credit remains subject to all terms
and conditions contained in the Letter Agreement.
Sincerely,
/s/ Gay M. Buxton
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Gay M. Buxton
Assistant Vice President
Accepted and agreed to this 23rd day of December, 1993.
By: /s/ Raymond A. Emmons
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Raymond A. Emmons
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Wachovia Bank of Georgia, N.A. EXHIBIT 4.6
Post Office Box 4148 PAGE 2 OF 3
Atlanta, Georgia 30302
June 23, 1993
Mr. M. Tarlton Pittard
Senior Executive Vice President,
Chief Financial Officer
First Financial Management Corporation
3 Corporate Square, Suite 700
Atlanta, Georgia 30329
Dear Mr. Pittard:
Wachovia Bank of Georgia, N.A. (the "Bank") is pleased to make available to
your company a Ten Million Dollar ($10,000,000) line of credit ("the
Commitment"). The Commitment expires on September 30, 1993 and is subject to:
1) the occurrence of no event of default under that Credit Agreement dated June
25, 1992 by and between First Financial Management Corporation ("FFMC") and
Chase Manhattan Bank, N.A., as Agent and the banks signatory thereto, 2)
execution of loan documents acceptable to the Bank. FFMC and the Bank shall
each have the right to cancel the Commitment prior to the expiration date if
the banking relationship between the Bank and FFMC is no longer mutually
satisfactory and in the event the Commitment is terminated prior to its
expiration date, the party terminating the agreement shall furnish prompt
notice to the other of such termination.
This line of credit is also subject to a commitment fee equal to 0.25% per annum
of the average daily amount of the unused portion of the commitment, payable
monthly in arrears on the basis of a 360-day year. The rate of interest for
direct borrowings under the Commitment will be the Base Rate, subject to change
from time to time, or a rate mutually agreed upon at the time of any
borrowings. Interest shall be due and payable upon the maturity of each and
every borrowing.
The Base Rate means, for any day, the rate per annum that is equal to the
higher as of such day (i) The Prime Rate minus 0.75%, and (ii) 1/2 of 1% above
the Federal Funds Rate. For purposes of determining the Base Rate for any day,
changes in the Prime Rate will be effective on the date of such change. As
used herein, the "Prime Rate" refers to that interest rate so denominated and
set by the Bank from time to time as an interest rate basis for borrowings.
The Prime Rate is one of several interest rate bases used by the Bank. The
Bank lends at interest rates above and below the Prime Rate. The Federal Funds
Rate means, for any day, the rate per annum equal to the weighted average of
the rates on overnight Federal Reserve System on such
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EXHIBIT 4.6
PAGE 3 OF 3
day. The rate of interest shall be calculated on the basis of a 360-day year
for the actual numbers of days during each period.
The maximum maturity on any advances under this Commitment will be ten days.
At the discretion of the Bank, FFMC must repay the line for one day after any
borrowing of ten days.
This commitment will be gauranteed by FFMC's subsidiaries as outlined in the
Credit Agreement referenced above. Advances outstanding under the Commitment
will be evidenced by a Master Note. No condition or other term of this
commitment may be waived or modified except by a writing signed by both your
company and the Bank.
This commitment to lend will be null and void if not accepted and returned to
the Bank on or before July 9, 1993.
Sincerely,
/s/ Gay M. Buxton
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Gay M. Buxton
Assistant Vice President
GMB:bam
Accepted and agreed to this 19th day of July, 1993
FIRST FINANCIAL MANAGEMENT CORPORATION
By: /s/ M. Tarlton Pittard
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Senior Executive Vice President(Title)
and Chief Financial Officer
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