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EXHIBIT 10.1
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of May 2, 1995 between FIRST
FINANCIAL MANAGEMENT CORPORATION, a corporation duly organized and validly
existing under the laws of the State of Georgia (the "Company"); FIRST
FINANCIAL BANK, a banking corporation duly organized and validly existing under
the laws of the State of Georgia and an indirect Wholly-Owned Subsidiary of
the Company (together with its successors and assigns "FFB"); each of the
lenders that is a signatory hereto (individually, a "Bank" and, collectively,
the "Banks"); and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national
banking association, as agent for the Banks (in such capacity, together with
its successors in such capacity, the "Agent").
The Company, FFB, the Banks and the Agent are parties to a
Credit Agreement dated as of June 25, 1992 and amended and restated as of
November 8, 1994 (as heretofore modified and supplemented and in effect on the
date hereof, the "Credit Agreement"), providing, subject to the terms and
conditions thereof, for loans to be made by said Banks to the Company and FFB
in an aggregate principal amount not exceeding $1,000,000,000 at any one time
outstanding as to both of them combined. The Company, FFB, the Banks and the
Agent wish to amend the Credit Agreement in certain respects, and accordingly,
the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendment. Subject to the satisfaction of the
conditions precedent specified in Section 3 below, but effective as of the date
hereof, the Credit Agreement shall be amended as follows:
2.01. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
2.02. Section 1.01 of the Credit Agreement shall be amended
by amending the definition of "Specified Company Indebtedness" to read in its
entirety as follows:
"Specified Company Indebtedness" shall mean unsecured
Indebtedness (which may include Subordinated Indebtedness of the type referred
to in clause (b) of the definition thereof):
Amendment No. 1
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(a) for which the Company is directly and primarily liable,
(b) in respect of which none of the Subsidiaries of the
Company is obligated, whether as a direct obligor or under any
Guarantee, and
(c) contains covenants and events of default no more onerous
on the Company and its Subsidiaries than the covenants and events of
default contained in this Agreement.
2.03. Section 8.07 of the Credit Agreement is hereby amended
by deleting the word "and" at the end of subsection (o), adding the word "and"
to the end of subsection (p), and adding a new subsection (q) immediately after
subsection (p), to read as follows:
"(q) Indebtedness under the Revolving Credit Agreement dated
as of May 2, 1995 (the "Revolving Credit Agreement"), between the
Company, FFB, the banks (other than FFB) named therein, and Chase as
agent to the banks;"
Section 3. Conditions Precedent. As provided in Section 2
above, the amendment to the Credit Agreement set forth in said Section 2 shall
become effective, as of the date hereof, upon the execution and delivery by
each of the parties hereto.
Section 4. Commitments. The parties hereto hereby
acknowledge and agree, with reference to Section 11.13 of the Revolving Credit
Agreement, that the aggregate amount of the Commitments under the Credit
Agreement (whether or not utilized) has been reduced as of the date hereof to
$500,000,000, and such reduction has been effected pro-rata among the Banks.
Section 5. Miscellaneous. Except as herein provided, the
Credit Agreement shall remain unchanged and in full force and effect. This
Amendment No. 1 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 1 by signing any such
counterpart. This Amendment No. 1 shall be governed by, and construed in
accordance with, the law of the State of New York.
Amendment No. 1
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and delivered as of the day and year first
above written.
FIRST FINANCIAL MANAGEMENT
CORPORATION
By_____________________________
Title: Senior Executive Vice
President, Chief
Financial Officer
FIRST FINANCIAL BANK
By____________________________
Title: Executive Vice
President
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
as Agent, as the Swingline
Bank and as a Bank
By______________________________
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By______________________________
Title:
NATIONSBANK OF GEORGIA, N.A.
By______________________________
Title:
Amendment No. 1
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THE BANK OF TOKYO, LTD.,
ATLANTA AGENCY
By______________________________
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, ATLANTA AGENCY
By______________________________
Title:
THE BANK OF NEW YORK
By______________________________
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED
By______________________________
Title:
THE DAI-ICHI KANGYO BANK, LIMITED
ATLANTA AGENCY
By_______________________________
Title:
COMMERZBANK AKTIENGESELLSCHAFT
ATLANTA AGENCY
By______________________________
Title:
By______________________________
Title:
Amendment No. 1
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BANK OF AMERICA ILLINOIS
By_______________________________
Title:
BANK OF MONTREAL
By_______________________________
Title:
ABN AMRO BANK N.V.
By_______________________________
Title:
By_______________________________
Title:
THE BANK OF NOVA SCOTIA
By_______________________________
Title:
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By_______________________________
Title:
CREDITANSTALT CORPORATE FINANCE,
INC.
By______________________________
Title:
By______________________________
Title:
Amendment No. 1
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THE DAIWA BANK, LIMITED
By______________________________
Title:
By______________________________
Title:
THE FIRST NATIONAL BANK OF BOSTON
By_______________________________
Title:
BANK SOUTH, N.A.
By_______________________________
Title:
FIRST UNION NATIONAL BANK
OF GEORGIA
By_______________________________
Title:
Amendment No. 1