Exhibit 10(h)
January 23, 1998 CoreStates
Bank
Xx. Xxxxx Xxxxxxx, Vice President and CFO
1st Franklin Financial Corporation
000 X. Xxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxx, XX 00000
Re: Tenth Amendment of Section 6.14 of Revolving Credit and Term Loan
Agreement
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Dear Xxxxx:
Reference is hereby made to that certain Revolving Credit and Term Loan
Agreement, as amended from time to time ("Credit Agreement") dated
October 1, 1985, by and among 1st Franklin Financial Corporation ("Company"),
the Agent (identified on the signature pages of this letter) and the "Banks"
(identified below as signatories hereto). All capitalized terms not
otherwise defined herein shall have the meanings respectively ascribed to
them in the Credit Agreement. Company has notified the Banks that effective
January 1, 1997, Company elected S Corporation status for income tax
reporting purposes. As a result, Company requests that Section 6.14
"Limitation on Dividends and Payments to Affiliates" be amended to
incorporate the change of tax status. The Agent and Banks acknowledge the
S Corporation election and agree as follows:
1) Section 6.14 is deleted and replaced with the following:
6.14 "Limitation on Dividends and Payments to Affiliates"
The Company shall not declare or pay any cash dividend on its common
stock in excess of 25 percent of the after S-Corporation tax
distribution net income of the Company, excluding income from the
sale of assets or from extraordinary or nonrecurring transactions,
earned during the immediately preceding fiscal year of the Company or
repurchase, redeem or retire, or make any other payment with respect
to any of its outstanding stock, or make any other payment to any
Affiliate except (i) reasonable and ordinary compensation for
services rendered or (ii) the Company's share of taxes payable by
Parent on a consolidated basis, or (iii) other reasonable payments
for shared facilities and other expenses in the ordinary course of
business.
2) Section 5.08 is expanded to include the following:
5.08(h) Each year, a copy of the completed and signed Federal Income
Tax Return, including all schedules, of Xxx X. Xxxxx, III and
Xxxxxxxxx Xxxxx at the later of April 15th or the filing date if
granted extension(s).
This letter may be executed in counterparts, all of which taken together
shall constitute one and the same agreement, and any of the parties hereto
may execute this letter agreement by signing any such counterpart. The
Credit Agreement, as amended hereby and as previously amended, remains in
full force and effect.
Each of the undersigned, by its signature hereto, hereby evidences its
consent to the terms and conditions of this letter to be effective only upon
the Agent's receipt of an executed counterpart or facsimile by Company and
Banks and delivery thereof to the Borrower.
Agreed to this 23rd day of January, 1998
1st Franklin Financial Corporation CoreStates Bank, N.A.,
as Agent and Bank
By: s/ A. Xxxxx Xxxxxxx By: s/ Xxxx X. Xxxxxxx
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A. Xxxxx Xxxxxxx; VP/CFO Xxxx X. Xxxxxxx; Vice President
Print Name and Title Print Name and Title
Xxxxxx Trust and Savings Bank
Attest: s/ Xxxx Xxxxxxx By: s/ Xxxxxx X. Xxxxxx
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Xxxx Xxxxxxx Xxxxxx X. Xxxxxx;
Vice President
Print Name and Title
Southtrust Bank of Georgia, N.A Fleet Bank, N.A.
By: s/ Xxxxxxx X. Xxxx, III By: s/ Xxxxx XxXxxxx
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Xxxxxxx X. Xxxx, III; Xxxxx XxXxxxx;
Vice President Assist. Vice Pres.
Print Name and Title Print Name and Title
