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Exhibit 10.13
AMENDMENT TO TRANSACTION DOCUMENTS
THIS AMENDMENT, dated as of May 8, 1998, 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 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,
and (b) 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 an Agreement dated as of March 6,
1998.
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. CERTAIN ALLOWED STOCK REPURCHASES. Section 7.06(a)(i) of each Credit
Facility is amended to read as follows:
(i) Repurchases under this Section 7.06(a) shall not exceed
$150,000,000 in the aggregate from and after the Extension Date;
SECTION 2. EFFECTIVENESS AND EFFECT, ETC.
(a) This Amendment shall become effective 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) The Revolving Credit Agreement and the Note Backup Agreement, in the forms
initially executed and as amended by the Agreement dated as of March 6, 1998,
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.
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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. XXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
MELLON BANK, N.A.,
individually and as Agent under each
Credit Facility
By /s/ R. XXXX XXXXXXXX
---------------------------------
Name: R. Xxxx Xxxxxxxx
Title: Vice President
CONSENTED AND AGREED:
BANKBOSTON, N.A.
By /s/ XXXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
NATIONSBANK, N.A.
By /s/ XXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ A. XXXX XXXXXX
--------------------------------
Name: A. Xxxx Xxxxxx
Title: Vice President
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FIRST AMERICAN NATIONAL BANK
By /s/ XXXXXX XXXXXXX
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Bank Officer
WACHOVIA BANK, N.A.
By /s/ XXXXX X. XXXXX
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
FLEET NATIONAL BANK
By /s/ XXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
THE HUNTINGTON NATIONAL BANK
By /s/ R. H. FRIEND
--------------------------------
Name: R. H. Friend
Title: Vice President
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AMENDMENT TO TRANSACTION DOCUMENTS
THIS AMENDMENT (referred to herein as this "Amendment"), dated as of
September 10, 1998, 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 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,
and (b) 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
(collectively, the "Credit Facilities"). 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, an Amendment to Transaction Documents dated
as of June 30, 1997, an Amendment to Transaction Documents dated as of December
1, 1997, an Agreement dated as of March 6, 1998 (which restated and superseded
all such prior amendments), an Amendment to Transaction Documents dated as of
May 8, 1998 and an Amendment to Transaction Documents dated as of June 15, 1998.
B. The parties hereto desire to amend further the Credit Facilities as
set forth herein. Capitalized terms used herein and not otherwise defined shall
have the meanings given them in, or by reference in, the Collateral Agency
Agreement.
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follows:
SECTION 1. TEMPORARY CONTINUATION OF CERTAIN GUARANTIES RELATING TO THE TIMCO
BONDS AFTER SALE OF TIMCO.
(a) Section 7.04 of each Credit Facility is amended by (i) deleting the
word "and" at the end of clause (f), (ii) deleting the period at the end of
clause (g) and replacing it with "; and", and (iii) appending the following
clause (h):
(h) For the period after TIMCO ceases to be a Subsidiary of the
Borrower and until the TIMCO Guaranty Termination Date (as defined
herein), guaranties by the Borrower of obligations of TIMCO (I) under
its reimbursement agreement with respect to the TIMCO Bonds Letter of
Credit, and (II) under the TIMCO Lease, provided, that during such
period the Borrower shall not suffer any amendment, modification or
supplement to be made to the TIMCO Bonds Letter of Credit, the TIMCO
Lease, or any agreement or instrument relating to the foregoing that
would materially add to or otherwise materially affect the Borrower's
obligations under such guaranties, and further provided, that not later
than March 31, 1999, both of the following conditions shall be
satisfied (the first date on which both such conditions are satisfied
being referred to as the "TIMCO Guaranty Termination Date"): (x) with
respect to the guaranty of the obligations referred to in the foregoing
clause (I), the TIMCO Bonds Letter of Credit which is subject to such
guaranty shall have been terminated and all outstanding reimbursement
obligations of TIMCO thereunder shall have been paid in full, and (y)
with respect to the guaranties of the obligations referred to in the
foregoing clause (II), the Borrower shall have been released from all
of its obligations under such guaranties, and further provided, that,
notwithstanding anything to the contrary in this Agreement, at all
times before the TIMCO Guaranty Termination Date, Indebtedness of TIMCO
under or in connection with the TIMCO Bonds, the TIMCO Bonds Letter of
Credit and the TIMCO Lease shall, without duplication,
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shall be treated as Indebtedness of the Borrower for purposes of all
financial and accounting calculations under the Loan Documents,
including but not limited to calculation of Applicable Margins and
calculation of Consolidated Net Worth (Adjusted), Consolidated Fixed
Charge Coverage Ratio and Consolidated Funded Debt Ratio (Adjusted).
(b) Annex A, Section 1.01 of each Credit Facility is amended by replacing the
definition of "TIMCO Lease" with the following:
"TIMCO Lease" shall mean, collectively, the two separate Lease
Agreements, one dated November 1, 1989 and the other dated September
20, 1994, each between the Piedmont Triad Airport Authority, as lessor,
and TIMCO, as lessee, each covering certain property situate at the
Piedmont Triad International Airport in Guilford County, North
Carolina, as each such Lease Agreement may be amended, supplemented or
otherwise modified from time to time in accordance with this Agreement.
SECTION 2. EFFECTIVENESS AND EFFECT, ETC.
(a) EFFECTIVENESS. This Amendment shall become effective on the date when Mellon
Bank, N.A., as Agent under each of the Revolving Credit Agreement and the Note
Backup Agreement, shall have received counterparts hereof duly executed by the
Borrower and by the "Required Lenders" and the "Agent" under each of the
Revolving Credit Agreement and the Note Backup Agreement.
(b) EFFECT. The Revolving Credit Agreement and the Note Backup Agreement, in the
forms initially executed and as previously amended and as 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 of the foregoing
agreements and instruments or constitute a waiver of any provision of any of the
foregoing agreements and instruments.
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.
[Remainder of page intentionally left blank]
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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/ XXXX X. XXXXXXXX
---------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Treasurer
MELLON BANK, N.A.,
individually and as Agent under each
Credit Facility
By /s/ R. XXXX XXXXXXXX
---------------------------------
Name: R. Xxxx Xxxxxxxx
Title: Vice President
CONSENTED AND AGREED:
BANKBOSTON, N.A.
By /s/ XXXXXXX X. XXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
NATIONSBANK, N.A.
By /s/ XXXXX X. XXXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ A. XXXX XXXXXX
---------------------------------
Name: A. Xxxx Xxxxxx
Title: Vice President
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FIRST AMERICAN NATIONAL BANK
By
---------------------------------
Name:
Title:
WACHOVIA BANK, N.A.
By /s/ XXXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
FLEET NATIONAL BANK
By /s/ XXXXX X. XXXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
THE HUNTINGTON NATIONAL BANK
By /s/ XXX XXXXXX
---------------------------------
Name: Xxx Xxxxxx
Title:
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CONSENT AND AMENDMENT TO TRANSACTION DOCUMENTS
THIS AMENDMENT (referred to herein as this "Amendment"), dated as of
December 10, 1998, 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 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,
and (b) 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
(collectively, the "Credit Facilities"). 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, an Amendment to Transaction Documents dated
as of June 30, 1997, an Amendment to Transaction Documents dated as of December
1, 1997, an Agreement dated as of March 6, 1998 (which restated and superseded
all such prior amendments), an Amendment to Transaction Documents dated as of
May 8, 1998, an Amendment to Transaction Documents dated as of June 15, 1998,
and an Amendment to Credit Facilities dated as of September 10, 1998.
B. The Credit Facilities require the consent of the Required Lenders
prior to the issuance of "Subordinated Debt" (as defined in the Credit
Facilities) by the Borrower.
C. The parties hereto desire to provide for the consent of the Required
Lenders to certain Subordinated Debt and to amend further the Credit Facilities
as set forth herein. Capitalized terms used herein and not otherwise defined
shall have the meanings given them in, or by reference in, the Collateral Agency
Agreement.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
SECTION 1. CONSENT TO SUBORDINATED DEBT.
The Revolving Credit Lenders and the Note Backup Lenders signatory
hereto consent to the issuance of up to $200,000,000 aggregate principal amount
of Subordinated Debt by the Borrower as described in the Offering Memorandum
issued December 7, 1998 relating thereto and bearing an initial interest rate
not in excess of 9.5%.
SECTION 2. CERTAIN AMENDMENTS TO THE CREDIT FACILITIES.
(a) AMENDMENTS RELATING TO YEAR 2000 PROBLEMS.
(i) A new Section 4.24 is added to the Revolving Credit Agreement and the Note
Backup Agreement to read in its entirety as follows:
4.24. YEAR 2000 COMPLIANCE. The Borrower has reviewed its operations
and those of its Subsidiaries with a view to assessing whether its
businesses, or the businesses of any of its Subsidiaries, will be
vulnerable to a Year 2000 Problem. The Borrower represents and warrants
that it has a reasonable basis to believe that no Year 2000 Problem will
cause a Material Adverse Effect.
(ii) A new Section 6.17 is added to the Revolving Credit Agreement and the Note
Backup Agreement to read in its entirety as follows:
6.17. YEAR 2000 COMPLIANCE. The Borrower shall take all actions that
the Borrower reasonably believes to be necessary, and shall commit the
resources it reasonably believes to be adequate, to assure
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that its material computer-based and other systems (and those of all
Subsidiaries) are able to effectively process data, including dates before,
on and after January 1, 2000, without experiencing any Year 2000 Problem
that could reasonably be expected to cause a Material Adverse Effect.
(iii) A new definition is added to Annex A to the Revolving Credit
Agreement and the Note Backup Agreement to read in its entirety as follows:
"Year 2000 Problem" shall mean any significant risk that computer
hardware, software or equipment containing embedded microchips of the
Borrower or any of its Subsidiaries which is essential to its business or
operations will not, in the case of dates or time periods occurring after
December 31, 1999, function at least as effectively and reliably as in the
case of times or time periods occurring before January 1, 2000, including
the making of accurate leap year calculations.
(b) INDEBTEDNESS. Section 7.03 of the Revolving Credit Agreement and Notebackup
Agreement is amended by deleting paragraph (d) and replacing it with:
(d) Subordinated Debt in aggregate principal amount not to exceed
$200,000,000;
(c) LIMITATION AND MODIFICATION OF CERTAIN AGREEMENTS AND INSTRUMENTS. Section
7.11 of the Revolving Credit Agreement and the Note Backup Agreement is amended
by deleting paragraph (a) and replacing it with:
(a) SUBORDINATED DEBT. The Borrower shall not amend, modify or
supplement the terms or provisions contained in, or applicable to, any
Subordinated Debt or Subordinated Debt Documents. The Borrower shall
not specifically designate any Indebtedness (other than the Revolving
Credit Obligations and the Note Backup Obligations) as "Designated
Senior Indebtedness" for purposes of the Subordinated Debt Documents.
(d) EVENTS OF DEFAULT. Section 8.01(m) ) of the Revolving Credit Agreement and
the Note Backup Agreement is amended by deleting the phrase "the Senior Note
Indenture as constituted on the Closing Date" and replacing it with "any
Subordinated Debt Document as constituted on the date of issuance of the
Subordinated Debt".
SECTION 3. EFFECTIVENESS AND EFFECT, ETC.
(a) EFFECTIVENESS. This Amendment shall become effective on the date, not later
than December 22, 1998 (the "Effective Date") when Mellon Bank, N.A., as Agent
under each of the Revolving Credit Agreement and the Note Backup Agreement and
as Collateral Agent, shall have received counterparts hereof duly executed by
the Borrower, by each of the "Required Lenders" and the "Agent" under each of
the Revolving Credit Agreement and the Note Backup Agreement and when the
following conditions precedent shall have been satisfied:
(i) OPINION OF COUNSEL TO THE BORROWER AND RELIANCE LETTER. The
Agent shall have received an opinion of counsel or counsels to the Borrower
delivered to the underwriters in connection with the issuance of the
Subordinated Debt referred to in Section 1 hereto, together with a reliance
letter from such counsel or counsels addressed to the Agent and the
Lenders.
(ii) NO DEFAULTS. No Event of Default or Potential Default shall
have occurred and be continuing or exist on the Effective Date or will
occur or exist after giving effect to this Amendment and the issuance of
the Subordinated Debt.
(iii) SUBORDINATED DEBT DOCUMENTS. The Agent shall have received
a copy of each Subordinated Debt Document.
In the event that the Effective Date occurs, the Agent shall promptly notify
each of the Lenders of such fact.
(b) EFFECT. The Revolving Credit Agreement, the Note Backup Agreement, the
Collateral Agency Agreement and the Borrower Pledge Agreement, in the forms
initially executed and as previously amended and as amended hereby, are and
shall continue to be in full force and effect, and are hereby in all respects
ratified and confirmed. Except to
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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 of the foregoing agreements and instruments or constitute a waiver of
any provision of any of the foregoing agreements and instruments.
SECTION 4. 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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/ XXXX X. XXXXXXXX
---------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Treasurer
MELLON BANK, N.A.,
individually and as Agent under each
Credit Facility
By /s/ R. XXXX XXXXXXXX
---------------------------------
Name: R. Xxxx Xxxxxxxx
Title: Vice President
CONSENTED AND AGREED:
BANKBOSTON, N.A.
By /s/ XXXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
NATIONSBANK, N.A.
By /s/ XXXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
THE CHASE MANHATTAN BANK
By /s/ A. XXXX XXXXXX
--------------------------------
Name: A. Xxxx Xxxxxx
Title: Vice President
FIRST AMERICAN NATIONAL BANK
By
--------------------------------
Title:
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WACHOVIA BANK, N.A.
By /s/ XXXXXXX XXXXXXXX
--------------------------------
Title:
FLEET NATIONAL BANK
By /s/ XXXXXX X. XXXX
--------------------------------
Title: AVP
THE HUNTINGTON NATIONAL BANK
By /s/ R. H. FRIEND
--------------------------------
Title: Vice President
