EXHIBIT 99.6
FOURTH LIMITED WAIVER AGREEMENT
This Fourth Limited Waiver Agreement (this "Agreement") dated as of November 6,
1997 is entered into between Mercury Finance Company, a Delaware corporation
("Mercury") and PaineWebber Inc., successor to Xxxxxx, Xxxxxxx & Co.,
Incorporated (the "Dealer") under that certain Commercial Paper Dealer Agreement
dated as of March 25, 1991 (the "Dealer Agreement").
W I T N E S S E T H :
WHEREAS, Dealer is party to the Dealer Agreement under which Mercury has issued
commercial paper to customers of the Dealer (the "Customers"), which commercial
paper is in default;
WHEREAS, Mercury is in default under various provisions of other lending
agreements with various institutions;
WHEREAS, in late January 1997, Mercury began experiencing a severe liquidity
crisis and required immediate emergency financing to continue its operations;
WHEREAS, in February 1997, to meet such emergency financing needs, Mercury and
certain of its subsidiaries (collectively, the "Borrowers") entered into a Loan
and Security Agreement with BankAmerica Business Credit, Inc. ("BABC") dated as
of February 7, 1997 (the "Bridge Loan Agreement") providing the Borrowers with a
secured revolving loan facility in an aggregate principal amount not to exceed
$50 million and having a maturity of March 10, 1997, with an option to extend
(the "Bridge Loan");
WHEREAS, the Borrowers required financing beyond March 10, 1997 to continue
their operations and therefore extended the maturity date of the Bridge Loan to
June 10, 1997 in accordance with the Second Amendment to Loan and Security
Agreement dated March 12, 1997 (the "Second Amendment");
WHEREAS, the Borrowers required financing beyond June 10, 1997 to continue their
operations and therefore BABC agreed to extend the maturity date of Bridge Loan
to January 6, 1998, in accordance with the terms set forth in the Third
Amendment attached hereto as Exhibit A (the "Third Amendment");
WHEREAS, certain provisions of the Dealer Agreement unless waived prohibit the
Borrowers from granting liens on their assets to secure indebtedness for
borrowed money and/or require that the Dealer be granted an equal or ratable
lien on such assets in the event such a lien is granted to another lender;
WHEREAS, in connection with the Bridge Loan, Mercury requested the Dealer, on
behalf of itself but not its Customers, to waive such provisions of the Dealer
Agreement to permit the Borrowers to obtain the financing they needed to
continue their operations through March 10, 1997, and the Dealer, on behalf of
itself but not its Customers, granted such a waiver pursuant to a Limited Waiver
Agreement dated as of February 7, 1997;
WHEREAS, in connection with the extension of the maturity date of the Bridge
Loan from March 10, 1997 to June 10, 1997, Mercury requested the Dealer, on
behalf of itself but not its Customers, to waive such provisions of the Dealer
Agreement to permit the Borrowers to obtain the financing they needed to
continue their operations through June 10, 1997, and the Dealer, on behalf of
itself but not its Customers, granted such a waiver pursuant to a Limited Waiver
Agreement dated as of March 10, 1997;
WHEREAS, in connection with the extension of the maturity date of the Bridge
Loan from June 10, 1997 to January 6, 1998, Mercury requested the Dealer, on
behalf of itself but not its Customers, to waive such provisions of the Dealer
Agreement to permit the Borrowers to obtain the emergency financing they need to
continue their operations, and the Dealer, on behalf of itself but not its
Customers, granted such a waiver only to September 30, 1997 pursuant to a Third
Limited Waiver Agreement dated July 11, 1997.
WHEREAS, the Dealer, on behalf of itself but not its Customers, is now willing
to waive certain limited provisions of the Dealer Agreement through January 6,
1998 to permit BABC to fund the Bridge Loan upon request of Mercury;
WHEREAS, Mercury has entered into Forbearance Agreements dated July 11, 1997 and
is executing a First Amendment to Forbearance Agreements of even date herewith
(collectively, the "Amendment to Forbearance Agreements") with certain holders
of Funded Debt (as such term is defined in the Forbearance Agreements) pursuant
to which an escrow for the benefit of holders of Funded Debt is being
established to fund payment of certain amounts required to be paid to such
holders of Funded Debt under the Amendment to Forbearance Agreements (the
"Forbearance Escrow"); and
WHEREAS, the Dealer, on behalf of itself but not its Customers, desires to waive
certain limited provisions of the Dealer Agreement to permit Mercury to
establish the Forbearance Escrow;
NOW, THEREFORE, in consideration of the premises and mutual agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Mercury and the Dealer agree as follows:
1. Waiver. Solely in connection with the Bridge Loan in accordance with the
terms and conditions of the Third Amendment, on behalf of itself but not its
Customers, the Dealer waives through 11:59(pm) central standard time on January
6, 1998 compliance with any of the provisions of the Dealer Agreement that
(a) prohibit or restrict the granting of security interests, liens or mortgages
by any of the Borrowers to BABC (the "BABC Liens") to secure the Bridge Loan or
(b) result in or require the creation of a security interest, lien or mortgage
in favor of the Dealer or its customers on any assets of the Borrowers as a
result of the granting of the BABC Liens to secure the Bridge Loan; provided,
that the waivers set forth in this Section 1 shall be effective on the
conditions that the (i) aggregate principal amount of loans outstanding to the
Borrowers under the Bridge Loan does not exceed $50 million at any time and
(ii) the BABC Liens secure only the Bridge Loan and do not secure any other
indebtedness for borrowed money outstanding as of the date hereof or hereafter.
The Dealer waives, on behalf of itself but not its Customers, compliance with
any provisions of the Dealer Agreement that (a) prohibit or restrict the
creation or operation of the Forbearance Escrow and/or the entering into the
Forbearance Escrow or (b) result in or require the creation of an escrow,
security interest, lien or mortgage in favor of the Dealer on any assets of the
Borrowers as a result of the creation or operation of the Forbearance Escrow
and/or the entering into the Forbearance Escrow.
2. Entire Agreement. This Agreement constitutes the full and entire
understanding of the parties hereto with respect to the subject matter hereof.
3. Governing Law. This Agreement shall be interpreted, and the rights and
liabilities of the parties hereto determined, in accordance with the laws of the
State of New York.
4. Successors and Assigns. This Agreement shall insure to the benefit of, and
be binding upon the successors and assigns of, each of the parties hereto.
5. Counterparts. This Agreement may be executed in any number of counterparts
all of which together shall constitute one instrument.
* * * * *
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year
first above written.
MERCURY FINANCE COMPANY,
a Delaware corporation
By:
Name:
Title:
PAINEWEBBER INC.
By:
Name:
Title:
EXHIBIT A
FOURTH AMENDMENT
