EXHIBIT 10.19
FIRST AMENDMENT TO CREDIT AGREEMENT
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FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 4, 1999
among NRT Incorporated (the "Borrower"), the Banks from time to time party to
the Credit Agreement referred to below, BANKERS TRUST COMPANY ("BTCo") as Lead
Arranger, and THE CHASE MANHATTAN BANK ("Chase") as Co-Arranger, (BTCo and
Chase, each an "Arranger" and, collectively, the "Arrangers"), BANKBOSTON, N.A.
as Co-Agent (in such capacity, "Co-Agent") and BTCo, as Administrative Agent (in
such capacity, the "Administrative Agent") and Chase, as Syndication Agent (in
such capacity, the "Syndication Agent"). All capitalized terms used herein and
not otherwise defined herein shall have the respective meanings provided such
terms in the Credit Agreement.
WITNESSETH
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WHEREAS, the Borrower, the Banks, the Arrangers, the
Administrative Agent, the Syndication Agent and the Co-Agent are party to a
Credit Agreement, dated as of March 31, 1999 (as amended through the date
hereof, the "Credit Agreement");
WHEREAS, the parties wish to amend the Credit Agreement as
herein provided; and
WHEREAS, subject to the terms and conditions of this Amendment,
the parties hereto agree as follows;
NOW THEREFORE, it is agreed:
1. Section 11 of the Credit Agreement is hereby amended by
inserting the following new text after the text "Section 10" appearing in the
definition of "Revolving Loan Commitment:
"or increased pursuant to Section 13.20"
2. The Credit Agreement is hereby amended by inserting the
following new Section 13.20:
"13.20 Increase of Total Revolving Loan Commitment. So long as
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no Default or Event of Default then exists or would result therefrom,
the Borrower shall have the right at any time and from time to time to
request one or more Banks (and/or one or more other Persons which will
become Banks as provided below) to increase their respective Revolving
Loan Commitments (or, in the case of other Persons which become Banks,
provide new Revolving Loan Commitments) it being understood and agreed,
however, that (i) no Bank shall be obligated to increase its Revolving
Loan Commitment (or, in the case of other Persons who become Banks,
provide a new Revolving Loan Commitment) as a result of any request by
the Borrower, (ii) any Bank (or any other
Person which will qualify as an Eligible Transferee) may so increase
their Revolving Loan Commitment or provide a new Revolving Loan
Commitment, as the case may be, without the consent of any other Bank
but with the consent of the Administrative Agent, (iii) any increase in
the Total Revolving Loan Commitment pursuant to this Section 13.20 shall
be in a minimum amount (for all Banks (including Eligible Transferees
who will become Banks)) of at least $5,000,000 and in integral multiples
of $1,000,000 in excess thereof, (iv) the Total Revolving Loan
Commitment may not be increased by more than $55,000,000 pursuant to
this Section 13.20 and (v) any increase in the Revolving Loan Commitment
of any Bank (or any new Revolving Loan Commitment from Eligible
Transferees who will become Banks) pursuant to this Section 13.20 shall
be done in coordination with the Administrative Agent. At the time of
any increase in the Total Revolving Loan Commitment pursuant to this
Section 13.20, (i) the Borrower shall, in coordination with the
Administrative Agent, repay outstanding Revolving Loans of certain Banks
and, if necessary, incur additional Revolving Loans from other Banks in
each case so that the Banks continue to participate in each Borrowing of
Revolving Loans pro rata on the basis of their Revolving Loan
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Commitments (after giving effect to any such increase in the Total
Revolving Loan Commitment pursuant to this Section 13.20) and with the
Borrower being jointly and severally obligated to pay to the respective
Banks the costs of the type referred to in Section 1.11 in connection
with any such repayment and/or Borrowing, (ii) Schedule I shall be
deemed modified to reflect the revised Revolving Loan Commitments of the
affected Banks, (iii) upon surrender of any old Revolving Notes by those
Banks that have increased their Revolving Loan Commitments pursuant to
this Section 13.20, to the extent requested by such Banks, new Revolving
Notes will be issued, at the Borrower's expense, to such Banks (and to
Eligible Transferees who will become Banks) to be in conformity with the
requirements of Section 1.05 (with appropriate modifications) to the
extent needed to reflect the revised Revolving Loan Commitments."
3. In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants that (i) no Default or Event of
Default exists as of the First Amendment Effective Date both before and after
giving effect to this Amendment and (ii) on the First Amendment Effective Date,
both before and after giving effect to this Amendment, all representations and
warranties contained in the Credit Agreement and in the other Credit Documents
are true and correct in all material respects (it being understood and agreed
that any representation or warranty which by its terms is made as of a specified
date shall be required to be true and correct in all material respects only as
of such specified date).
4. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when the Borrower, the Required Lenders and each Bank
whose Revolving Loan Commitment is increasing as a result of this Amendment
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Agent at the Notice Office.
5. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
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6. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Amendment to be duly executed and delivered as of the date hereof.
NRT INCORPORATED
/s/
By___________________________
Tile: CFO
BANKERS TRUST COMPANY,
Individually and as
Administrative
Agent and Arranger
By____________________________
Title:
THE CHASE MANHATTAN BANK,
Individually and as Syndication Agent and
Arranger
By_____________________________
Title:
BANK BOSTON, N.A.,
as Co-Agent
By____________________________
Title:
PARIBAS
By______________________________
Title:
CITY NATIONAL BANK
By_________________________
Title:
