THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third
Amendment") is made and entered into as of March ___, 1997 by and among NATIONAL
CONSUMER SERVICES CORP., L.L.C., a Georgia limited liability company ("NCS"),
NATIONAL CONSUMER SERVICES CORP. II, L.L.C., a Georgia limited liability company
("NCS II"), and BLOCK FINANCIAL CORPORATION, a Delaware corporation ("BFC").
Recitals
A. BFC, NCS and NCS II are parties to that certain Credit
Agreement dated as of December 19, 1995, as amended by the First Amendment to
Credit Agreement dated as of January 1, 1996, and by the Second Amendment to
Credit Agreement dated November 30, 1996 (as amended, the "Credit Agreement"),
pursuant to which BFC agreed to extend credit to NCS and NCS II subject to the
terms and conditions set forth therein.
B. The parties hereto desire to further amend the Credit
Agreement as follows.
Agreements
IN CONSIDERATION of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which being hereby acknowledged
and accepted, and intending to be legally bound hereby, the parties hereto agree
as follows:
1. Definitions. Unless otherwise expressly defined herein,
all capitalized terms used in this Third Amendment shall have the respective
meanings ascribed to such terms in the Credit Agreement.
2. Amendment to Credit Agreement. Section 6.8 of the
Credit Agreement is hereby amended in its entirety to read as follows:
6.8 Restricted Payments. Borrower shall not, directly or
indirectly, (a) declare or pay any dividend or make any distribution on account
of any equity or ownership interest in Borrower other than (i) a Permitted
Distribution, (ii) pursuant to Section 4.01(a) (or applicable successor section)
of the NCS Operating Agreement and of the NCS II Operating Agreement, and (iii)
pursuant to Section 4.01(b) of the NCS Operating Agreement (or applicable
successor section) or (b) purchase, redeem, call or otherwise acquire or retire
for value any equity or ownership interest in Borrower, except (i) pursuant to
Section 4.01(b) of the NCS Operating Agreement (or applicable successor
section), and (ii) redemptions of minority equity/ownership interests held by
employees of either Borrower (other than Xxxx X. Xxxxxxxxx) pursuant to the
Second Restated and Amended Operating
Agreement of NCS and the Restated and Amended Operating Agreement of NCS II ;
provided, that this Section 6.8 shall not be deemed to prohibit the transactions
contemplated by the Other Transaction Documents. Not later than the date of
making any Permitted Distribution, the Manager of Borrower shall deliver to
Lender an officer's certificate signed by the Manager of Borrower stating that
such Permitted Distribution is permitted and setting forth the basis upon which
the calculations required by this Section 6.8 were computed.
3. Credit Agreement Confirmed. The Credit Agreement, as
amended by this Third Amendment, is in all respects ratified, approved and
confirmed by NCS, NCS II and BFC and shall, as so amended, remain in full force
and effect in accordance with its terms. All references to the Credit Agreement
in any of the Loan Documents shall be deemed to refer to the Credit Agreement as
amended by this Third Amendment.
4. Miscellaneous. This Third Amendment shall be governed
by and construed in accordance with the laws of the State of Missouri and
shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Third Amendment by their respective officers thereunto duly
authorized, as of the day and year first above written.
BLOCK FINANCIAL CORPORATION
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
NATIONAL CONSUMER SERVICES
CORP., L.L.C.
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------
Xxxx X. Xxxxxxxxx
President
NATIONAL CONSUMER SERVICES
CORP. II, L.L.C.
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------
Xxxx X. Xxxxxxxxx
President
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