EXHIBIT 10.pp
SECOND AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
THIS SECOND AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT (the "Second
Amendment") dated as of January 8, 1997 is to that Credit Agreement dated as of
July 18, 1995 (as amended and modified hereby and as further amended and
modified from time to time hereafter, the "Credit Agreement") by and among
MACSAVER FINANCIAL SERVICES, INC., a Delaware corporation (the "Borrower"),
XXXXXX-XXXXXX COMPANY, a Virginia corporation (the "Company"), the Lenders,
WACHOVIA BANK OF GEORGIA, N.A., as Administrative Agent, NATIONSBANK, N.A, as
Documentation Agent, and CRESTAR BANK and FIRST UNION NATIONAL BANK OF VIRGINIA,
as Co-Agents. Terms used but not otherwise defined herein shall have the
meanings provided in the Credit Agreement.
W I T N E S S E T H
WHEREAS, the Lenders have, pursuant to the terms of the Credit Agreement, made
available to the Borrower a $400,000,000 credit facility for the purposes set
forth therein;
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement; and
WHEREAS, the requested modifications require the consent of the Required
Lenders;
WHEREAS, the Required Lenders for and on behalf of the Lenders have agreed to
the requested changes on the terms and conditions hereinafter set forth;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
A. Section 8.1(v) of the Credit Agreement is amended to read as follows:
(v) Funded Debt of a Subsidiary of the Company payable to the Company or to
another Subsidiary of the
Company; and
B. The Company and the Borrower hereby certify that as of the date hereof:
(i) the representations and warranties contained in the Credit Agreement (other
than those which expressly relate to a prior period) are true and correct in all
material respects; and
(ii) No Default or Event of Default currently exists and is continuing.
C. The effectiveness of this Second Amendment is conditioned upon receipt by the
Administrative Agent of the following:
(a) copies of this Second Amendment executed by the Company, the Borrower
and the Required Lenders;
D. The Company joins in the execution of this Second Amendment for purposes,
among other things, of acknowledging and consenting to the terms of this Second
Amendment and reaffirming its guaranty obligations under the Credit Agreement,
as amended hereby.
E. The Company and the Borrower will execute such additional documents as are
reasonably requested by the Administrative Agent to reflect the terms and
conditions of this Second Amendment.
F. Except as modified hereby, all of the terms and provisions of the Credit
Agreement (and Exhibits) remain in full force and effect.
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G. The Company and the Borrower agree to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this Second
Amendment, including without limitation the reasonable fees and expenses of
Xxxxx & Xxx Xxxxx, PLLC.
H. This Second Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original and it shall
not be necessary in making proof of this Second Amendment to produce or account
for more than one such counterpart.
I. This Second Amendment and the Credit Agreement, as amended hereby, shall be
deemed to be contracts made under, and for all purposes shall be construed in
accordance with, the laws of the State of North Carolina.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Second Amendment to Credit Agreement to be duly executed under seal and
delivered as of the date and year first above written.
BORROWER:
MACSAVER FINANCIAL SERVICES, INC.
a Delaware corporation
By /s/ X.X. Xxxxxxxxx
Dossi X. Xxxxxxxxx,
Vice President
COMPANY:
XXXXXX-XXXXXX COMPANY,
a Virginia corporation
By /s/ Xxx X. Xxxxxxx
Xxx X. Xxxxxxx,
Senior Vice President - Finance
ADMINISTRATIVE AGENT:
WACHOVIA BANK OF GEORGIA, N.A.,
in its capacity as Administrative Agent
By /s/ [signature illegible]
Title Assistant Vice President
DOCUMENTATION AGENT: NATIONSBANK, N.A.,
in its capacity as Documentation Agent
By /s/ [signature illegible]
Title Executive Vice President
CO-AGENTS: CRESTAR BANK,
in its capacity as Co-Agent
By /s/ [signature illegible]
Title Senior Vice President
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FIRST UNION NATIONAL BANK OF VIRGINIA,
in its capacity as Co-Agent
By /s/ [signature illegible]
Title Senior Vice President
LENDERS: WACHOVIA BANK OF NORTH CAROLINA, N.A.
By /s/ [signature illegible]
Title Senior Vice President
NATIONSBANK, N.A.
By /s/ [signature illegible]
Title Executive Vice President
CRESTAR BANK
By /s/ [signature illegible]
Title Senior Vice President
FIRST UNION NATIONAL BANK OF VIRGINIA
By /s/ [signature illegible]
Title Senior Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By /s/ [signature illegible]
Title Vice President
NBD BANK
By /s/ [signature illegible]
Title Authorized Agent
TRUST COMPANY BANK
By
Title
By
Title
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SIGNET BANK
(formerly known as Signet Bank/Virginia)
By /s/ Xxxxxxx X. Xxxxxxxx
Title Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By
Title
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By /s/ [signature illegible]
Title Authorized Signature
CREDIT LYONNAIS ATLANTA AGENCY
By /s/ [signature illegible]
Title First Vice President & Manager
THE FUJI BANK, LIMITED - NEW YORK BRANCH
By /s/ [signature illegible]
Title Vice President and Manager
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By /s/ [signature illegible]
Title Corporate Banking Officer
THE MITSUBISHI BANK, LIMITED
By
Title
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED
By /s/ Xxxx X. Xxxxxxxx
Title Joint General Manager
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