AMENDMENT NUMBER THREE
DATED AS OF MAY 31, 1997
TO
$121,300,000 AMENDED AND RESTATED 1994 MEIP CREDIT AGREEMENT
DATED AS OF JUNE 14, 1994
AND
AMENDED AND RESTATED AS OF MAY 15, 1996
THIS AMENDMENT NUMBER THREE (this "AMENDMENT") is executed as of the
21st day of May, 1997, among XXXXXX MANAGEMENT INVESTMENT CORPORATION
("LMIC"), in its capacity as Agent for XXXXXX GROUP INTERNATIONAL, INC. (the
"BORROWER" or "LGII"), THE XXXXXX GROUP INC. ("TLGI"), the BANKS party to the
Credit Agreement (collectively, the "BANKS"), and WACHOVIA BANK OF GEORGIA,
N.A., as agent (the "AGENT").
W I T N E S S E T H:
WHEREAS, LMIC, acting in its capacity as agent for the Borrower, TLGI,
the Banks and the Agent entered into a $121,300,000 Amended and Restated 1994
MEIP Credit Agreement dated as of June 14, 1994, as amended and restated as
of May 15, 1996, as further amended by Amendment Number One dated as of
December 2, 1996, and as further amended by Amendment Number Two dated as of
April 30, 1997 (the "CREDIT AGREEMENT") terms defined in the Credit Agreement
being used herein as therein defined unless otherwise defined herein);
WHEREAS, TLGI and LGII have each guaranteed the Obligations of the
Borrower under the Credit Agreement, and
WHEREAS, the Borrower, TLGI, LMIC, and LGII (collectively, the "CREDIT
PARTIES") have requested that the Banks make an additional amendment to the
Credit Agreement and waive a certain Default existing thereunder, and the
Banks have agreed to do so, but only to the extent and subject to the
limitations set forth herein;
NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENT. Section 5.07 of the Credit Agreement is hereby
amended to read as follows:
"SECTION 5.07 LOANS OR ADVANCES. Neither TLGI nor any of its
Subsidiaries (including, without limitation, LGII) shall make loans or
advances to any Person except: (i) loans or advances to employees not
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exceeding $15,000,000 in the aggregate principal amount outstanding at
any time, in each case made in the ordinary course of business and
consistent with practices existing on the Closing Date, (ii) deposits
required by government agencies or public utilities, and (iii) loans or
advances which constitute Investments permitted by Section 5.08;
provided that after giving effect to the making of any loans, advances
or deposits permitted by this Section, no Default shall be in existence."
SECTION 2. WAIVER OF DEFAULT. Subject to the terms and conditions of
this Amendment, the Agent and the Banks hereby waive any Default or Event of
Default existing on the date hereof and arising solely by reasons of defaults
under Section 5.07 of the Credit Agreement as a result of the aggregate
amount of loans advanced to employees of TLGI and its Subsidiaries (including
LGII) exceeding $5,000,000 in principal amount. The foregoing waiver shall
apply only to the matter specified herein and shall not constitute a waiver
by the Agent or the Banks of any other or future Default or Event of Default.
SECTION 3. REAFFIRMATION OF GUARANTIES. The Credit Parties (a) consent
to the terms and provisions of this Amendment provided for herein, (b)
reaffirm their obligations under their respective Guaranties, and (c) confirm
that their respective Guaranties remain in full force and effect with
respect to the Credit Agreement notwithstanding the waiver and amendment
provided for herein.
SECTION 4. EFFECTIVENESS. This Amendment shall become effective only
after the Agent shall have received one or more counterparts of this
Amendment, in form and substance satisfactory to the Agent and its counsel,
duly executed by the Credit Parties, the Agent and the Required Banks.
SECTION 5. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each of
the Credit Parties hereby represents and warrants that as of the date of its
execution of this Amendment and the date of its effectiveness, in each case
after giving effect to the waiver and amendment provided for herein:
(a) There exists no Default or Event of Default under the Credit
Agreement;
(b) The representations and warranties contained in Article IV of
the Credit Agreement are true and correct as of such dates, except to the
extent any such representation or warranty is stated to relate solely to an
earlier date, in which case such representation or warranty shall be true and
correct on and as of such earlier date; and
(c) No default, unmatured default or similar event exists under
any agreement, instrument or other document evidencing or related to Debt of
any Credit Party or any Subsidiary thereof.
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SECTION 6. EFFECT. Except as otherwise expressly provided herein, the
Credit Agreement is and shall continue in full force and effect and is hereby
ratified and confirmed.
SECTION 7. GOVERNING LAW. THIS AMENDMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OR CONFLICTS)
OF THE STATE OF GEORGIA, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS.
SECTION 8. SEVERABILITY. Each provision of this Amendment shall be
severable from every other provision of this Amendment for the purpose of
determining the legal enforceability of any provision hereof, and the
unenforceability of one or more provisions of this Amendment in one
jurisdiction shall not have the effect of rendering such provision or
provisions unenforceable in any other jurisdiction.
SECTION 9. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
XXXXXX MANAGEMENT INVESTMENT
CORPORATION, IN ITS CAPACITY AS AGENT
FOR XXXXXX GROUP INTERNATIONAL, INC.,
AS BORROWER
By:_____________________________
Print Name:_____________________
Title:__________________________
XXXXXX GROUP INTERNATIONAL, INC., AS
GUARANTOR
By:_____________________________
Print Name:_____________________
Title:__________________________
THE XXXXXX GROUP INC.
By:_____________________________
Print Name:_____________________
Title:__________________________
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WACHOVIA BANK OF GEORGIA, N.A.,
INDIVIDUALLY AND AS AGENT
By:_____________________________
Print Name:_____________________
Title:__________________________
ROYAL BANK OF CANADA
By:_____________________________
Print Name:_____________________
Title:__________________________
THE FIRST NATIONAL BANK OF CHICAGO
By:_____________________________
Print Name:_____________________
Title:__________________________
BANK OF MONTREAL
By:_____________________________
Print Name:_____________________
Title:__________________________
STAR BANK, N.A.
By:_____________________________
Print Name:_____________________
Title:__________________________
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