EXHIBIT 10.21
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
AND OTHER CREDIT DOCUMENTS
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT AND OTHER CREDIT
DOCUMENTS (this "Amendment") is made and entered into as of February 18, 2005,
effective in accordance with Section 4 below, by and among CHOICEPOINT SERVICES
INC., a Georgia corporation ("Services"), CHOICEPOINT INC., a Georgia
corporation ("ChoicePoint"), the financial institutions from time to time party
to the Initial Credit Agreement referred to below (the "Lenders") and WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative
Agent for the Lenders (the "Administrative Agent").
Statement of Purpose
ChoicePoint, the Lenders and the Administrative Agent are parties to that
certain Revolving Credit Agreement dated as of December 29, 2004 (the "Initial
Credit Agreement"), by and among ChoicePoint, as Borrower, the Lenders, and the
Administrative Agent pursuant to which the Lenders have extended certain credit
facilities to ChoicePoint.
ChoicePoint has requested that the Lenders consent to (a) the replacement
of ChoicePoint with Services as Borrower and to (b) the amendment and
restatement of the Initial Credit Agreement as described below. The Initial
Credit Agreement, as amended by this Amendment is hereinafter referred to as the
"Amended Credit Agreement". Subject to the terms and conditions of this
Amendment, the Administrative Agent and the Lenders are willing to agree to the
requested consents.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized, undefined terms used in this
Amendment shall have the meanings assigned thereto in the Initial Credit
Agreement.
SECTION 2. Replacement of Borrower. Subject to the conditions to
effectiveness set forth in Section 4 below, (a) the Administrative Agent and the
Lenders hereby consent to the assignment by ChoicePoint of all of its rights and
obligations as Borrower under the Initial Credit Agreement and the other Credit
Documents to Services to which it is a party, (b) Services hereby assumes all of
the rights and obligations of ChoicePoint as Borrower under the Initial Credit
Agreement and the other Credit Documents to which it is a party, (c) ChoicePoint
is hereby released from its obligations as Borrower under the Initial Credit
Agreement and the other Credit Documents to Services to which it is a party and
(d) ChoicePoint and Services hereby agree to the terms of the Amended Credit
Agreement.
SECTION 3. Amendment to Initial Credit Agreement.
(a) Amendment to Initial Credit Agreement. Subject to the conditions to
effectiveness set forth in Section 4 below, the Initial Credit Agreement is
hereby amended in the form attached hereto as Exhibit A.
(b) Amendment to Other Credit Documents. Each of the other Credit
Documents and the Exhibits to the Initial Credit Agreement are hereby amended by
replacing ChoicePoint with Services as Borrower, in each case, as necessary to
give effect to the amendments set forth in paragraph (a) above.
SECTION 4. Effectiveness. This Amendment shall become effective upon
receipt by the Administrative Agent of each of the following in form and
substance satisfactory to the Administrative Agent:
(a) an executed original of this Amendment by ChoicePoint, Services, the
Guarantors and each of the Lenders;
(b) a duly authorized guaranty agreement (the "Parent Guaranty Agreement")
executed by ChoicePoint in favor of the Administrative Agent and the Lenders;
(c) a duly executed Contribution Agreement, executed by ChoicePoint and
each of the Guarantors;
(d) a duly executed Syndicated Note for each Lender and a duly executed
Swing Line Note for the Swing Line Lender;
(e) a certificate of the secretary or assistant secretary of ChoicePoint
attaching resolutions duly adopted by the board of directors of ChoicePoint
authorizing the execution, delivery and performance of this Amendment and the
Parent Guaranty Agreement and approving the transactions contemplated hereby;
(f) a certificate of the secretary or assistant secretary of Services
attaching (i) resolutions duly adopted by the board of directors of Services
authorizing the execution, delivery and performance of this Amendment and
approving the transactions contemplated hereby and (ii) a certificate as of a
recent date of the good standing of Services from its state of organization;
(g) a legal opinion of counsel to ChoicePoint and Services as to the due
authorization, execution, delivery and enforceability of this Amendment and the
Parent Guaranty Agreement; and
(h) payment of all outstanding fees and expenses of the Administrative
Agent (including without limitation, legal fees and expenses) incurred in
connection with the preparation and negotiation of this Amendment and all
documents, certificates and other instruments delivered in connection therewith.
SECTION 5. Limited Consent and Amendment. Except as expressly provided in
this Amendment, the Amended Credit Agreement and each other Credit Document
shall continue to be, and shall remain, in full force and effect. This Amendment
shall not be deemed or otherwise construed (a) to be a waiver of, or consent to
or a modification or amendment of, any other term or condition of the Amended
Credit Agreement or any other Credit Document, (b) to prejudice any other right
or remedies that the Administrative Agent or the Lenders, or any of them, may
now have or may have in the future under or in connection with the Amended
Credit
2
Agreement or the Credit Documents, as such documents may be amended, restated or
otherwise modified from time to time, (c) to be a commitment or any other
undertaking or expression of any willingness to engage in any further discussion
with ChoicePoint or any other person, firm or corporation with respect to any
waiver, amendment, modification or any other change to the Amended Credit
Agreement or the Credit Documents or any rights or remedies arising in favor of
the Lenders or the Administrative Agent, or any of them, under or with respect
to any such documents or (d) to be a waiver of, or consent to or a modification
or amendment of, any other term or condition of any other agreement by and among
ChoicePoint or any of its Subsidiaries, on the one hand, and the Administrative
Agent or any other Lender, on the other hand.
SECTION 6. Representations and Warranties/No Default. By their execution
hereof, and after giving effect to this Amendment, ChoicePoint and Services
hereby certify that (a) each of the representations and warranties set forth in
the Amended Credit Agreement and the other Credit Documents is true and correct
as of the date hereof as if fully set forth herein (other than representations
and warranties which speak as of a specific date pursuant to the Amended Credit
Agreement, which representations and warranties shall have been true and correct
as of such specific dates) and that as of the date hereof (after giving effect
to the provisions of this Amendment) no Default or Event of Default has occurred
and is continuing, and (b) the execution, delivery and performance of this
Amendment have been authorized by all requisite corporate action on the part of
ChoicePoint and Services.
SECTION 7. Acknowledgement by Guarantors. By their execution hereof, each
of the Guarantors hereby expressly (a) consents to the modifications and
amendments set forth in this Amendment, (b) reaffirms all of its respective
covenants, representations, warranties and other obligations set forth in each
of the Credit Documents to which it is a party and (c) acknowledges, represents
and agrees that its respective covenants, representations, warranties and other
obligations set forth in each of the Credit Documents to which it is a party
remain in full force and effect.
SECTION 8. Expenses. ChoicePoint shall pay all reasonable out-of-pocket
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, the
reasonable fees and disbursements of counsel for the Administrative Agent.
SECTION 9. Governing Law. This Amendment shall be governed by, construed
and enforced in accordance with the laws of the State of Georgia, without
reference to the conflicts or choice of law principles thereof.
SECTION 10. Counterparts. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
SECTION 11. Fax Transmission. A facsimile, telecopy or other reproduction
of this Amendment may be executed by one or more parties hereto, and an executed
copy of this Amendment may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
3
purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Amendment as well as any facsimile, telecopy or
other reproduction hereof.
[Signature Pages Follow]
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal by their duly authorized representatives, all as of the
day and year first above written.
BORROWER AND GUARANTORS:
CHOICEPOINT SERVICES INC., as Borrower
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
CHOICEPOINT INC., as Parent
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
CHOICEPOINT ASSET COMPANY, as Guarantor
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
INSURITY INC., as Guarantor
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
CHOICEPOINT WORKPLACE SOLUTIONS,
INC., as Guarantor
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
C.L.U.E. INC., as Guarantor
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
CHOICEPOINT PUBLIC RECORDS INC.,
as Guarantor
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
NATIONAL SAFETY ALLIANCE,
INCORPORATED, as Guarantor
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
ADMINISTRATIVE AGENT AND LENDERS:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent and Lender
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
SUNTRUST BANK, as Syndication Agent
and Lender
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
BNP PARIBAS, as Documentation Agent
and Lender
By: /s/ Xxxx Xxxxx
---------------------------
Name: Xxxx Xxxxx
Xxxxx: Managing Director
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON, acting
through its Cayman Islands Branch, as
Lender
By: /s/ Xxxxx Xxxxxx
-----------------------------------
Name: Xxxxx Xxxxxx
Title: Director
By: /s/ Xxxxx Xxxxxxx
---------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
FLEET NATIONAL BANK, as Lender
By: /s/ Xxxxxxx X. Xxxx
---------------------------
Name: Xxxxxxx X. Xxxx
Title: Principal
JPMORGAN CHASE BANK, as Lender
By: /s/ X.X. Xxxxxxxx
---------------------------
Name: X.X Xxxxxxxx
Title: Vice President
REGIONS BANK, as Lender
By: /s/ Xxxxxxx X. Xxx
---------------------------
Name: Xxxxxxx X. Xxx
Title: Senior Vice President
