EXHIBIT 10.8
MARKET FACTS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
June 7, 1996, as heretofore amended (the "Credit Agreement") between the
undersigned, Market Facts, Inc., a Delaware corporation (the "Company") and
you (the "Bank"). All capitalized terms used herein without definition shall
have the same meanings herein as such terms have in the Credit Agreement.
The Company has requested that the Bank extend by one year the
availability of the Revolving Credit and make certain other amendments to the
Credit Agreement, and the Bank is willing to do so under the terms and
conditions set forth in this Amendment.
1. AMENDMENTS.
1.01. Section 5.1 of the Credit Agreement is hereby amended by
amending the definition of "TERMINATION DATE" in its entirety and as so
amended is restated to read as follows:
" "Termination Date" means June 30, 1999, or such
earlier date on which the Revolving Credit Commitment
is terminated in whole pursuant to Section 3.3, 9.2 or
9.3 hereof, or such later date to which the Revolving
Credit Commitment is extended pursuant to Section 3.4
hereof."
1.02. Section 8.13(d) of the Credit Agreement is hereby amended
and as so amended shall be restated in its entirety to read as follows:
"(d) after giving effect to such Acquisition, the
aggregate consideration paid by the Company and its
Subsidiaries for such Acquisition and all other
Acquisitions closed on and at any time after November
1, 1997 on a cumulative basis (including as such
consideration, the assumption by the Company or any
Subsidiary of any Indebtedness for Borrowed Money of
each Person acquired, but in any event excluding as
such consideration, any capital stock or evidence of
unsecured indebtedness in each case issued by the
Company to the seller as consideration for an
Acquisition) will not exceed $40,000,000;"
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
(a) The Company and the Bank shall have executed and delivered this
Amendment.
(b) The Company shall have delivered to the Bank copies (executed or
certified, as may be appropriate) or resolutions adopted by the Board
of Directors of the Company authorizing and ratifying the execution
and delivery of this Amendment.
3. REPRESENTATIONS.
In order to induce the Bank to execute and deliver this Amendment, the
Company hereby represents to the Bank that as of the date hereof, the
representations and warranties set forth in Section 6 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 6.5 shall be deemed to refer to the most recent
financial statements of the Company delivered to the Bank) and, unless
specifically waived in writing by the Bank, the Company is in full compliance
with all of the terms and conditions of the Credit Agreement and no Default
or Event of Default has occurred and is continuing under the Credit Agreement
or shall result after giving effect to this Amendment.
4. MISCELLANEOUS.
(a) The Company has heretofore executed and delivered to the Bank the
Collateral Documents and the Company hereby acknowledges and agrees that,
notwithstanding the execution and delivery of this Agreement, the Collateral
Documents remain in full force and effect and the rights and remedies of the
Bank thereunder, the obligations of the Company thereunder and the liens and
security interests created and provided for thereunder remain in full force
and effect and shall not be affected, impaired or discharged hereby. Nothing
herein contained shall in any manner affect or impair the priority of the
liens and security interests created and provided for by the Collateral
Documents as to the indebtedness which would be secured thereby prior to
giving effect to this Amendment.
(b) Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit
Agreement, the Notes, or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued
or made pursuant to or with respect to the Credit Agreement, any reference in
any of such items to the Credit Agreement being sufficient to refer to the
Credit Agreement as amended hereby.
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(c) The Company agrees to pay on demand all costs and expenses of or
incurred by the Bank in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the fees and expenses of
counsel for the Bank.
(d) This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of
which taken together shall constitute one and the same agreement. Any of the
parties hereto may execute this Amendment by signing any such counterpart and
each of such counterparts shall for all purposes be deemed to be an original.
This Amendment shall be governed by the internal laws of the State of
Illinois.
Dated as of June 30, 1998.
MARKET FACTS, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
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Its Senior Vice President
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Accepted and agreed to in Chicago, Illinois as of the date and year last
above written.
XXXXXX TRUST AND SAVINGS BANK
By /s/ Xxxxxx X. Xxxxx
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Its Vice President
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