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Exhibit 10.16.1
AMENDMENT TO TRANSACTION DOCUMENTS
THIS AMENDMENT, dated as of December 1, 1997, by and among PRIMARK
CORPORATION, a Michigan corporation (the "Borrower"), the Lenders party to the
Revolving Credit Agreement referred to below, the Lenders party to the Term
Loan Agreement referred to below, the Lenders party to the Note Backup
Agreement referred to below (such agreements being referred to collectively as
the "Credit Facilities"), and MELLON BANK, N.A., a national banking
association, as Agent under each such Credit Facility.
RECITALS:
A. The Borrower has entered into (a) a Revolving Credit Agreement (as
amended, the "Revolving Credit Agreement") dated as of February 7, 1997 among
Primark Corporation (the "Borrower"), the Lenders parties thereto from time to
time, the Issuing Banks referred to therein, and Mellon Bank, N.A., as Agent,
(b) a Term Loan Agreement (as amended, the "Term Loan Agreement") dated as of
February 7, 1997 among the Borrower, the Lenders parties thereto from time to
time, and Mellon Bank, N.A., as Agent, (c) a Note Backup Agreement (as amended,
the "Note Backup Agreement") dated as of February 7, 1997 among the Borrower,
the Lenders parties thereto from time to time, the Issuing Bank referred to
therein, and Mellon Bank, N.A., as Agent. The Credit Facilities have been
amended by a letter agreement dated February 21, 1997, an Amendment to
Transactions Documents dated as of May 1, 1997, and an Amendment to Transaction
Documents dated as of June 30, 1997.
B. The parties hereto desire to amend further the Credit Facilities as
set forth herein.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
SECTION 1. AMENDMENTS
(a) AMENDMENT TO COVENANT RELATING TO MERGERS, ETC. Section 7.08 of
each Credit Facility is hereby amended by deleting clause (a) thereof and
replacing it with the following new clause (a):
(a) A Subsidiary of the Borrower may (i) merge with or into or
consolidate with, or liquidate or dissolve into, any other Subsidiary of
the Borrower, or (ii) merge into, or liquidate or dissolve into, the
Borrower, provided that the surviving entity is the Borrower, or (iii) in
the case of a Wholly Owned Subsidiary of the Borrower, acquire a
substantial portion of the properties of the Borrower, or acquire all or a
substantial portion of the properties of any other Subsidiary of the
Borrower, or (iv) in the case of a Wholly Owned Subsidiary of the Borrower,
acquire from the Borrower or any other Subsidiary of the Borrower any
Shares of Capital Stock or other equity interest owned by the Borrower or
such other Subsidiary (it being understood that, subject to the other
provisions of the Loan Documents, in the event that a wholly Owned
Subsidiary thus acquires from the Borrower Shares of Capital Stock which
constitute Collateral Agent to release such Shares of Capital Stock from
the Lien in favor of the Collateral Agent); and
(b) AMENDMENT RELATING TO OPTIONAL PREPAYMENTS UNDER THE NOTE BACKUP
AGREEMENT. Section 3.12 of the Note Backup Agreement is hereby amended by
deleting the final sentence thereof and replacing it with the following: "Any
such prepayment shall be made in accordance with Section 3.11 hereof; provided,
that with the consent of the Agent (which the Agent may grant or withhold in
its sole
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discretion from time to time), any such prepayment may be made in a principal
amount other than a principal amount permitted under Section 3.11.
Section 2. Effectiveness and Effect, etc.
(a) Effectiveness. This Amendment shall become effective, with effect as
of the date hereof, when Mellon Bank, N.A., as Agent under each Credit
Facility, shall have received counterparts hereof duly executed by the Borrower
and by the "Required Lenders" and the "Agent" under each Credit Facility.
(b) Effect. The Revolving Credit Agreement, the Term Loan Agreement and
the Note Backup Agreement, as amended by the letter agreement dated February
21, 1997, the Amendment to Transaction Documents dated as of May 1, 1997 and
the Amendment to Transaction Documents dated as of June 30, 1997, and as
further amended hereby, are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed. Except to the extent
expressly set forth herein, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy under any
Credit Facility or constitute a waiver of any provision of any Credit Facility.
Section 3. Miscellaneous. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same document.
Section and other headings herein are for reference purposes only and shall not
affect the interpretation of this Amendment in any respect. This Amendment
shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without regard to choice of law rules. This
Amendment is a requested amendment within the meaning of Section 10.06(a) of
each Credit Facility.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
PRIMARK CORPORATION
By: \s\ XXXXXXX X. CUPRAN
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Name: Xxxxxxx X. Cupran
Title: CFO
MELLON BANK, N.A.,
individually and as Agent under each
Credit Facility
By: \s\ XXXX XXXXXXXX
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R. Xxxx Xxxxxxxx
Vice President
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CONSENTED AND AGREED:
BankBoston, N.A.
THE FIRST NATIONAL BANK OF BOSTON
By: \s\ XXXXX X. XXXXX
----------------------------------
Name: Xxxxx X. Xxxxx
Title: Director
NATIONSBANK
By: \s\ XXXXX X. XXXXXXXX
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By: \s\ XXXXXX XXXXXXXXX
----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
THE ROYAL BANK OF SCOTLAND, PLC
By: \s\ XXXXX XXXXXX
----------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK
By: \s\
----------------------------------
Name:
Title:
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BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By: \s\
----------------------------------
Name:
Title:
FIRST AMERICAN NATIONAL BANK
By: \s\ XXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
By: \s\
----------------------------------
Name:
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By: \s\ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
Title: Vice President
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