AMENDMENT NO. 4 EXHIBIT 10.a.
THIS AMENDMENT NO. 4 (the "Amendment") dated as of November 30, 1997,
to the Credit Agreement referenced below, is by and among MACSAVER FINANCIAL
SERVICES, INC., a Delaware corporation, (the "Borrower"), XXXXXX-XXXXXX COMPANY,
a Virginia corporation (the "Company"), the Lenders identified therein, WACHOVIA
BANK, N.A. (formerly, Wachovia Bank of Georgia, N.A.) as Administrative Agent,
NATIONSBANK, N.A., as Documentation Agent, and CRESTAR BANK and FIRST UNION
NATIONAL BANK (formerly, First Union National Bank of Virginia), as Co-Agents.
WITNESSETH
WHEREAS, the Lenders have established a $400 million credit facility
for the benefit of the Borrower pursuant of the terms of that Credit Agreement
dated as of July 18, 1995 (as amended and modified, the "Credit Agreement")
among the Borrower, the Company, the Lenders identified therein and Wachovia
Bank of Georgia, N.A., as Administrative Agent;
WHEREAS, the Borrower has requested that certain financial covenants be
computed without regard to a special charge to earnings of up to $135 million to
be taken in the third and fourth quarters of 1998;
WHEREAS, the modifications requested hereby require the consent of the
Required Lenders; and
WHEREAS, the Required Lenders have consented to the requested
modifications on the terms and conditions set forth herein and have authorized
the Administrative Agent to enter into this Amendment on their behalf to give
effect to this Amendment;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. Terms used but not otherwise defined shall have
the meanings provided in the Credit Agreement.
2. Amendment. The definition of "Consolidated EBIT" in Section
1.1 of the Credit Agreement is amended to add the following clause at the end of
the first sentence therein:
", but excluding for purposes hereof in any event the special charge to
earnings of up to $135 million taken in the third and fourth fiscal
quarters of 1998 relating to restructuring and severance expenses."
3. The effectiveness of this Amendment is subject to receipt by the
Administrative Agent of an Amendment Fee of 5 basis points on the aggregate
amount of Commitments held by each of the Lenders consenting to this Amendment.
4. Except as modified hereby, all of the terms and provisions of
the Credit Agreement (including Schedules and Exhibits) shall remain in full
force and effect.
5. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including without limitation the reasonable fees and expenses
of Xxxxx & Xxx Xxxxx, PLLC.
6. This 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
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not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.
7. This Amendment shall be deemed to be a contract made under, and for
all purposes shall be construed in accordance with the laws of the State of
North Carolina.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment 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/Dossi Bhaznagri
------------------
Name: Dossi Bhaznagri
Title: Vice President
COMPANY: XXXXXX-XXXXXX COMPANY,
a Virginia corporation
By: /s/Xxxxx X. Xxxxxx
------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President, Treasurer and Secretary
ADMINISTRATIVE
AGENT: WACHOVIA BANK, N.A., as Administrative Agent
for and on behalf of the Lenders
By: /s/Xxxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
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