Exhibit 10.1
FIRST AMENDED AND RESTATED
MASTER LOAN AND INTERCREDITOR AGREEMENT
THIS FIRST AMENDED AND RESTATED MASTER LOAN AND INTERCREDITOR AGREEMENT
dated as of the 19th day of December, 1997 (the "Amendment") is made by and
among X.X. XXXXXX, INC., a Delaware corporation (the "Borrower"); NATIONSBANK,
N.A., BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, FLEET NATIONAL
BANK, BANK UNITED, COMERICA BANK, THE FIRST NATIONAL BANK OF CHICAGO, CREDIT
LYONNAIS NEW YORK BRANCH, PNC BANK, NATIONAL ASSOCIATION, AMSOUTH BANK OF
ALABAMA, BANK ONE, ARIZONA, NA, SOCIETE GENERALE, SOUTHWEST AGENCY, FIRST
AMERICAN BANK TEXAS, SSB, XXXXXX TRUST AND SAVINGS BANK, and SANWA BANK
CALIFORNIA, as banks (collectively, the "Banks"); and NATIONSBANK, N.A., as
administrative agent for the Banks (in such capacity, the "Administrative
Agent").
W I T N E S S E T H:
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WHEREAS, the Borrower, the Banks, the Administrative Agent, the Issuing
Bank (as defined therein), the Co-Agents (as defined therein), the Documentation
Agent (as defined therein), and the Syndication Agent (as defined therein) are
parties to that certain Master Loan and Intercreditor Agreement dated as of June
12, 1997 (the "Loan Agreement"); and
WHEREAS, the Borrower, the Banks and the Administrative Agent have
agreed to amend the Loan Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that all capitalized terms used herein shall have the
meanings ascribed thereto in the Loan Agreement, and further agree as follows:
Amendment to Section 5.7. Section 5.7 of the Loan Agreement, Financial and
Inventory Covenants, is hereby amended by deleting subsection (f)(ii) thereof in
its entirety and by inserting the word "[Intentionally Omitted]" in the place
thereof.
No Other Amendment or Waiver. Notwithstanding the agreement of the
Administrative Agent and the Banks to the terms and provisions of this
Amendment, the Borrower acknowledges and expressly agrees that this Amendment is
limited to the extent expressly set forth herein and shall not constitute a
modification of the Loan Agreement or a course of dealing at variance with the
terms of the Loan Agreement (other than as expressly set forth above) so as to
require further notice by the Administrative Agent or the Banks, or any of them,
of its or their intent to require strict adherence to the terms of the Loan
Agreement in the future. All of the terms, conditions, provisions and covenants
of the Loan Agreement and the other Loan Documents shall remain unaltered and in
full force and effect except as expressly modified by this Amendment.
Counterparts. This Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such separate
counterparts shall together constitute one and the same instrument.
Loan Documents. Each reference in the Loan Agreement and in any other Loan
Document to the term "Loan Agreement" shall hereafter mean and refer to the Loan
Agreement as amended hereby or as the same may hereafter be amended
Governing Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of Georgia, without giving effect to any
conflict of laws principles.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused their respective
duly authorized officers or representatives to execute and deliver this
Amendment as of the day and year first above written, to be effective as of the
day and year first above written.
BORROWER: X.X. XXXXXX, INC., a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
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Its: Chief Financial Officer
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ADMINISTRATIVE AGENT NATIONSBANK, N.A., as Administrative Agent and
AND BANKS: as a Bank
By: /s/ Xxxxx X. Xxxx, Xx.
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Its: Senior Vice President
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BANK OF AMERICA NATIONAL TRUST AND SAVINGS
SAVINGS ASSOCIATION, as a Bank
By: /s/ Xxxxx Xxxxxxx
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Its: Vice President
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FLEET NATIONAL BANK, as a Bank
By: /s/ Xxxxxxx X. Xxxxx
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Its: Vice President
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BANK UNITED, as a Bank
By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Its: Regional Director
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COMERICA BANK, as a Bank
By: /s/ Xxxx X. Xxxxxxxx
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Its: Vice President
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CREDIT LYONNAIS NEW YORK BRANCH, as a Bank
By: /s/ Xxxxxx Xxxxxxxxx
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Its: Senior Vice President
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THE FIRST NATIONAL BANK OF CHICAGO, as a Bank
By: /s/ Xxxxxxx X. Xxxxxxx
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Its: Vice President
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PNC BANK, NATIONAL ASSOCIATION, as a Bank
By: /s/ Xxxxxxx X. Xxxx
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Its: Vice President
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AMSOUTH BANK OF ALABAMA, as a Bank
By: /s/ Xxxxx Xxxxxxxx
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Its: Vice President
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BANK ONE, ARIZONA, NA, as a Bank
By: /s/ Xxxxxxxx Xxxxxxxxx
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Its: Vice President
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SOCIETE GENERALE, SOUTHWEST AGENCY, as a Bank
By: /s/ Xxxxx X. Xxxxxxx, III
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Its: Vice President
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FIRST AMERICAN BANK TEXAS, SSB, as a Bank
By: /s/ Xxxxxxx X. Xxxxxx
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Its: Vice President
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XXXXXX TRUST AND SAVINGS BANK, as a Bank
By: /s/ Xxxxxxx X. Bins
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Its: Vice President
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SANWA BANK CALIFORNIA, as a Bank
By: /s/ Xxxx Xxxxxxx
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Its: Vice President
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