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EXHIBIT (B)(3)
FIFTH AMENDMENT TO CREDIT AGREEMENT
This Fifth Amendment to Credit Agreement (this "Amendment") dated as of the
31st day of October, 1995, by and among XXXXXX XXXXXX, INC., a Tennessee
corporation ("Xxxxxx"), SUNTRUST BANK, NASHVILLE, N.A. (formerly known as Third
National Bank in Nashville), a national banking association ("SunTrust"), the
other banks and lending institutions listed on the signature pages hereof and
any assignees of SunTrust or such other banks and lending institutions that
become "Lenders" as provided herein (SunTrust, and such other banks, lending
institutions and assignees are referred to collectively herein as the
"Lenders"), and SUNTRUST BANK, NASHVILLE, N.A. (formerly known as Third National
Bank in Nashville) (the "Agent") in its capacity as agent for the Lenders and
each successor agent for such Lenders as may be appointed from time to time
pursuant to Article X of the Credit Agreement (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, Xxxxxx, Lenders and Agent entered into a Credit Agreement dated as
of November 30, 1992 (as amended, the "Credit Agreement") governing the terms of
the Loans (terms defined therein and not otherwise defined herein are being used
herein as therein defined);
NOW, THEREFORE, for and in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. A new Section 9.12A shall be added to the Credit Agreement and shall
read in its entirety as follows:
SECTION 9.12A DEFAULT UNDER PROMISSORY NOTE. There shall occur or
exist any Event of Default under any of those five Promissory Notes, each
dated October 31, 1995, in the aggregate original principal amount of Sixty
Million ($60,000,000.00) Dollars executed by Xxxxxx in favor of the lenders
as described in such Promissory Notes. The term "Event of Default" as used
herein shall have the meaning as set forth in each such Promissory Note
dated October 31, 1995.
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2. Except as herein modified and amended, the terms and conditions of the
Credit Agreement shall remain in full force and effect.
3. This Amendment shall be governed by and construed in accordance with the
laws of the State of Tennessee.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
XXXXXX XXXXXX, INC.
By: /s/ XXX X. XXXXXX
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Title: Executive Vice President
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SUNTRUST BANK, NASHVILLE, N.A., as
Agent (formerly known as Third
National Bank in Nashville)
By: /s/ XXXX XXXXXX
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Title: Executive Vice President
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SUNTRUST BANK, NASHVILLE, N.A.
(formerly known as Third National Bank
in Nashville)
By: /s/ XXXX XXXXXX
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Title: Executive Vice President
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NATIONAL CITY BANK, KENTUCKY
(formerly known as First National Bank
of Louisville)
By: /s/ XXXX XXXXX
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Title: Vice President
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FIRST AMERICAN NATIONAL BANK
By: /s/ XXXXX X. XXXX
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Title: Senior Vice President
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NATIONSBANK OF TEXAS, N.A.
By: /s/ XXXX XXXXXX
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Title: Vice President
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CREDITANSTALT -- BANKVEREIN
By: /s/ XXXXXX X. XXXXXXXX
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Title: Senior Vice President
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By: /s/ XXXXXX X. XXXXXXX
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Title: Vice President
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The undersigned join in the execution of this Amendment in order to
acknowledge their consent to the terms and provisions of this Amendment and to
confirm that the execution of this Amendment by the parties hereto in no way
affects the undersigneds' respective obligations under the Guaranty Agreement
executed as of November 30, 1992 by Word, Incorporated, a corporation organized
and existing under the laws of the State of Delaware, Editorial Caribe, Inc., a
corporation organized and existing under the laws of the State of Florida,
Xxxxxx Media, Inc., a corporation organized and existing under the laws of the
State of Tennessee, Xxxxxx Communications, Inc., a corporation organized and
existing under the laws of the State of Tennessee, Dominion Publishers, Inc., a
corporation organized and existing under the laws of the State of Tennessee,
Royal Publishers, Inc., a corporation organized and existing under the laws of
the State of Tennessee, Word Communications Ltd., a corporation organized and
existing under the laws of British Columbia, Canada, Word Direct Marketing
Services, Inc., a corporation organized and existing under the laws of the State
of
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Texas, TNI Cassette Corp., a corporation organized and existing under the laws
of the State of Texas, and Xxxxxx Word (UK) Limited, a corporation organized and
existing under the laws of the United Kingdom, in favor of SunTrust Bank,
Nashville, N.A., a national banking association, in its capacity as agent for
banks and other lending institutions parties to the Credit Agreement and each
assignee thereof becoming a "Lender" as provided therein. Each person executing
this Amendment on behalf of each of the undersigned is duly authorized to so
execute and deliver this Amendment on behalf of each of the undersigned
entities.
WORD, INCORPORATED
By: /s/ XXX X. XXXXXX
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Title: Secretary
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EDITORIAL CARIBE, INC.
By: /s/ XXX X. XXXXXX
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Title: Secretary
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XXXXXX MEDIA, INC.
By: /s/ XXX X. XXXXXX
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Title: Secretary
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XXXXXX COMMUNICATIONS, INC.
By: /s/ XXX X. XXXXXX
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Title: Secretary
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DOMINION PUBLISHERS, INC.
By: /s/ XXX X. XXXXXX
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Title: Secretary
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ROYAL PUBLISHERS, INC.
By: /s/ XXX X. XXXXXX
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Title: Secretary
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WORD COMMUNICATIONS LTD.
By: /s/ XXX X. XXXXXX
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Title: Secretary
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WORD DIRECT MARKETING SERVICES, INC.
By: /s/ XXX X. XXXXXX
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Title: Secretary
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TNI CASSETTE CORP.
By: /s/ XXX X. XXXXXX
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Title: Secretary
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XXXXXX WORD (UK) LIMITED
By: /s/ XXX X. XXXXXX
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Title: Secretary
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