EXHIBIT 10.1
SECOND AMENDMENT
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SECOND AMENDMENT, dated as of June 26, 2000 (this "Amendment"), to the
Credit Agreement dated as of January 24, 1997 (as amended, supplemented, waived
or otherwise modified from time to time, the "Credit Agreement"), among XXXXXX,
FARGO & CO. (the "Borrower"), the several lenders from time to time parties
thereto (the "Lenders"), BANK OF AMERICA, N.A. (as successor by merger to
NationsBank, N.A., which was successor by merger to NationsBank of Texas, N.A.),
as administrative agent for the Lenders (the "Administrative Agent"), and the
Arrangers, Syndication Agents and Documentation Agent named therein. Unless
otherwise defined herein, terms defined in the Credit Agreement are used herein
as so defined.
W I T N E S S E T H:
WHEREAS, the Borrower has requested that the Lenders amend certain
provisions of the Credit Agreement; and
WHEREAS, the Lenders are willing to consent to the requested amendments,
but in each case only upon the terms and subject to the conditions set forth
herein;
NOW THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:
1. Termination Date. The definition of "Termination Date" in Section 1.1
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of the Credit Agreement is hereby amended by replacing the date "January 24,
2002" with the date "April 1, 2002".
2. Elimination of Scheduled Commitment Reductions. Section 2.4(b) of the
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Credit Agreement is hereby amended by deleting the references therein to the
quarterly reductions in the Commitments scheduled for June 30, 2000, through
January 31, 2002. The parties hereby confirm that the total amount of the
Commitments on the date of this Amendment is $85,625,000.
3. Reduction of Commitments. Section 2.6(b)(iv) of the Credit Agreement
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is hereby amended to read in its entirety as follows:
(iv) Commitment reductions made pursuant to subsections 2.6(b)(i),
(ii) and (iii) shall be applied pro rata to the Lenders'
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Commitments.
4. Bank of America. All references in the Credit Documents to
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"NationsBank of Texas, N.A." or "NationsBank, N.A." shall henceforth be deemed
references to "Bank of America, N.A.", and all references in the Credit
Documents to "NationsBanc Capital Markets, Inc." or "NationsBanc Xxxxxxxxxx
Securities LLC" shall henceforth be deemed references to "Banc of America
Securities LLC".
5. General Provisions.
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(a) Representations and Warranties. On and as of the date hereof and
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after giving effect to this Amendment, the Borrower hereby confirms, reaffirms
and restates the representations and warranties set forth in the Credit
Agreement as if made on and as of the date hereof, except to the extent that
such representations and warranties expressly relate to a specific earlier date
in which case the Borrower hereby confirms, reaffirms and restates such
representations and warranties as of such earlier date.
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(b) Effectiveness. This Amendment shall become effective as of the
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date hereof upon receipt by the Administrative Agent of (i) counterparts of this
Amendment duly executed and delivered by the Borrower and consented to by the
Lenders, and (ii) an amendment fee of $85,625 for the pro rata benefit of all
Lenders (based on their respective Commitment percentages).
(c) Continuing Effect. Except as expressly amended hereby, all of the
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terms and provisions of the Credit Agreement are and shall remain in full force
and effect in accordance with their respective terms.
(d) Expenses. The Borrower agrees to pay and reimburse the
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Administrative Agent for all its reasonable costs and expenses incurred in
connection with the preparation and delivery of this Amendment, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
(e) Counterparts. This Amendment may be executed by one or more of
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the parties hereto on any number of separate counterparts (including by
telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Amendment
signed by the parties hereto shall be delivered to the Borrower and the
Administrative Agent.
(f) GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
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THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered by their respective duly authorized officers as of the date first
above written.
XXXXXX, FARGO & CO.,
a Delaware corporation
XXXXXX, FARGO & CO.,
a Texas corporation
LFC HOLDING CORPORATION
XXXXXX, FARGO & CO. OF PUERTO RICO
By: /s/ Xxxxx X. Xxxxxxxx, Xx.
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Name: Xxxxx X. Xxxxxxxx, Xx.
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Title: Chief Financial Officer
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of each of the above Companies
BANK OF AMERICA, N.A.,
as Administrative Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxxx, Xx.
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Title: Managing Director
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COMERICA BANK
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: First Vice President
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FLEET BUSINESS CREDIT CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: Risk Analyst
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XXXXXX SYNDICATED LOANS INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Authorized Signatory
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UNION BANK OF CALIFORNIA, N.A.
By: /s/ J. Xxxxx Xxxxxx
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Name: J. Xxxxx Xxxxxx
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Title: Vice President
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