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EXHIBIT 10.12
AMENDMENT TO TRANSACTION DOCUMENTS
THIS AMENDMENT (referred to herein as this "Amendment"), dated as of
November 16, 1999, 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1, 1997, an Agreement dated as of March 6, 1998 (which restated and superseded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, an
Amendment to Transaction Documents dated as of September 10, 1998 and a Consent
and Amendment to Transaction Documents dated as of December 10, 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. LOANS, ADVANCES AND INVESTMENTS.
(a) Section 7.05 of each Credit Facility is amended by (i) relettering existing
clauses (k) and (l) as clauses (l) and (m) and (ii) by inserting the following
new clause (k):
(k) Equity investment of up to [pound]3,500,000 in The Money Channel;
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
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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 agreement 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
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Name: Xxxxxxx X. Xxxxxx
Title: EVP & CFO
MELLON BANK, N.A.,
Individually and as Agent under each
Credit Facility
By /s/ R.Xxxx Xxxxxxxx
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R. Xxxx Xxxxxxxx
Vice President
CONSENTED AND AGREED:
BANKBOSTON, N.A.
By /s/ Xxxxx X. Xxxxxxx
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Title: Director
NATIONSBANK, N.A.
By /s/ Xxxxxxx X. Xxxxxxx
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Title: Managing Director
THE CHASE MANHATTAN BANK
By /s/ Xxxxxx Xxxxxxxxxx
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Title: Asst. Vice President
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FIRST AMERICAN NATIONAL BANK
By /s/ Xxxx Xxxxxxx
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Title:
WACHOVIA BANK, N.A.
By /s/ Xxxx Xxxxxxxx
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Title: SVP
FLEET NATIONAL BANK
By /s/ Xxxxxx Xxxx
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Title: Vice President
THE HUNTINGTON NATIONAL BANK
By /s/ Xxxxxx Xxxxxx
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Title: Vice President
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AMENDMENT TO TRANSACTION DOCUMENTS AND WAIVER
THIS AMENDMENT TO TRANSACTION DOCUMENTS AND WAIVER (referred to herein as
this "Amendment"), dated as of December 31, 1999, 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, an
Amendment to Credit Facilities dated as of September 10, 1998, a Consent and
Amendment to Transaction Documents dated as of December 10, 1998 and an
Amendment to Transaction Documents dated as of November 16, 1999.
B. The parties hereto desire to provide for the consent of the Required
Lenders 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 Credit Facilities.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
SECTION 1. CERTAIN AMENDMENTS TO THE CREDIT FACILITIES.
(a) AMENDMENTS RELATING TO SCORELAB STOCK OPTIONS.
(i) Section 7.05 of each of the Revolving Credit Agreement and the Note Backup
Agreement is amended by relettering subsections (l) and (m) as subsections (m)
and (n), and by adding the following new subsection (l):
(l) Ownership of Shares of Capital Stock of, and capital
contributions, loans and Advances to, Scorelab, Inc. so long as Primark
and its Wholly-Owned Subsidiaries own 85% or more the Shares of Capital
Stock of Scorelab, Inc.
(ii) Section 7.06 of each of the Revolving Credit Agreement and the Note Backup
Agreement is amended by (A) deleting the "and" at the end of subsection (b), (B)
deleting the period and substituting a semi-colon at the end of subsection (c)
and (C) adding the following new subsection (d):
(d) Scorelab, Inc. may (i) issue to employees up to 15% of its
Shares of Capital Stock on a fully diluted basis pursuant to options
granted pursuant to the Scorelab Stock Option Plan, (ii) repurchase
such shares of Capital Stock from such employees to the extent required
by the Scorelab Stockholders' Agreements and (iii) so long as no Event
of Default or Potential Default shall exist on the date of such
repurchase, or immediately thereafter and after giving effect thereto,
repurchase such Shares of Capital Stock from such employees to the
extent permitted by the Scorelab Stockholders' Agreements.
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(iii) Section 7.09 of each of the Revolving Credit Agreement and the Note Backup
Agreement is amended by relettering subsection (g) as subsection (h) and by
adding the following new subsection (g)
(g) Issuance of stock options by Scorelab, Inc. for up to 15%
of its Shares of Capital Stock on a fully diluted basis pursuant to the
Scorelab Stock Option Plan, issuance of Shares of Capital Stock by
Scorelab, Inc. pursuant to such options and repurchase of Shares of
Capital Stock of Scorelab, Inc. to the extent permitted by Section
7.06.
(iv) The following new definitions are added to Annex A to each of the Revolving
Credit Agreement and the Note Backup Agreement
"Scorelab Stock Option Plan" shall mean the 1999 Scorelab
Stock Option Plan as in effect on the date hereof.
"Scorelab Stockholders' Agreement" shall mean stockholders agreements
between Scorelab and a Person acquiring Shares of Capital Stock of
Scorelab pursuant to the Scorelab Stock Option Plan in the form
attached to the Scorelab Stock Option Plan.
(b) EVERGREEN LETTERS OF CREDIT. Section 3.01(b) of the Revolving Credit
Agreement is deleted and the following is substituted:
(b) TERMS OF LETTERS OF CREDIT. The Borrower shall not request
any Letter of Credit to be issued, nor shall the Issuing Banks be
obligated to issue any Letter of Credit, except within the following
limitations: each Letter of Credit (i) shall have an expiration date no
later than the earlier of (A) 12 months after the date of issuance
thereof, or (B) ten days before the Revolving Credit Maturity Date,
(ii) shall be denominated in Dollars, (iii) shall be payable only
against sight drafts (and not time drafts), and (iv) shall be in a
minimum stated amount of $50,000. Letter of Credit Exposure with
respect to evergreen Letters of Credit shall not exceed $1,500,000 in
the aggregate at any time.
SECTION 2. WAIVER OF CONSOLIDATED FIXED CHARGE COVERAGE RATIO. The Lenders
hereby waive compliance with the requirements of Section 7.01(b) of each Credit
Facility at December 31, 1999, PROVIDED, the foregoing waiver will be effective
only if the Consolidated Fixed Charge Coverage Ratio for the period of four
consecutive fiscal quarters ending on December 31, 1999 shall not be less than
1.0 to 1.
SECTION 3. EFFECTIVENESS AND EFFECT, ETC.
(a) EFFECTIVENESS. This Amendment shall become effective as of December 31,
1999, on the date (the "Effective Date") when each of the following conditions
has been satisfied:
(i) 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.
(ii) The Borrower shall have paid to the Agent, for the
account of each Lender that executes and delivers a copy of this
Amendment, an amendment and waiver fee equal to .05% of such Lender's
Revolving Credit Committed Amount under the Revolving Credit Agreement
as in effect on January 1, 2000.
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.
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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
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Name: Xxxxxxx X. Xxxxxx
Title: EVP & CFO
MELLON BANK, N.A.,
individually and as Agent under each
Credit Facility
By
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R. Xxxx Xxxxxxxx
Vice President
CONSENTED AND AGREED:
BANKBOSTON, N.A.
By
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Title:
BANK OF AMERICA, N.A.
By
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Title:
THE CHASE MANHATTAN BANK
By
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Title:
FIRST AMERICAN NATIONAL BANK
By
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Title:
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WACHOVIA BANK, N.A.
By
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Title:
FLEET NATIONAL BANK
By
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Title:
THE HUNTINGTON NATIONAL BANK
By
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Title:
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