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EXHIBIT 10.4
AMENDMENT TO FOURTH AMENDED AND
FULLY RESTATED LOAN AND REVOLVING LINE
OF CREDIT AGREEMENT AND WAIVER OF BREACH
OF CERTAIN REPRESENTATIONS AND WARRANTIES
This Amendment and Waiver entered into on this the 21 day of July,
1998 ("Amendment and Waiver Agreement") by and between CHILDCARE NETWORK, INC.,
a Georgia corporation ("Borrower"), and SUNTRUST BANK, WEST GEORGIA, N.A.,
formerly Trust Company Bank of Columbus, N.A., a National Banking Association
("Lender").
W I T N E S S E T H
WHEREAS, Borrower and Lender entered into the Fourth Amended and Fully
Restated Loan and Revolving Line of Credit Agreement ("Fourth Amendment") as of
June 19, 1998;
WHEREAS, Borrower and Lender desire to further amend the Fourth
Amendment in certain respects and Lender agrees to waive certain of its rights
regarding certain representations and warranties contained in the Fourth
Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, it is agreed between Lender and Borrower as
follows:
1.
Section 3.5 of the Fourth Amendment entitled "Litigation" is hereby
deleted and, in lieu thereof, the following shall be a part of the Fourth
Amendment:
"SECTION 3.5 - LITIGATION. Except as set forth on Schedule A attached
hereto and made a part hereof, to the knowledge of Borrower's
officers, there are no actions, suits, investigations, or proceedings
pending or overtly threatened against or affecting Borrower or its
properties before
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any court, arbitrator or administrator or governmental body, which could
have a material adverse effect upon Borrower's assets, business,
operations, prospects, or condition (financial or otherwise). To the
knowledge of Borrower's officers, Borrower is currently neither in default
nor in violation of any applicable law, statue or ordinance, or of any
order of any Court which default or violation might have a material
adverse impact upon Borrower's assets, business, operations, prospects, or
condition (financial or otherwise)."
2.
Lender hereby waives any and all rights, claims, demands or actions which
it may have against Borrower by reason of the original representation and
warranty made by Borrower in Section 3.5 of the Fourth Amendment, which might
arise or have arisen on account of the existence of the actions listed on
Schedule A, attached hereto.
3.
Except as amended hereby, all other terms, conditions and provisions of
the Fourth Amendment shall continue in full force and effect.
IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment and
Waiver to be executed by their duly authorized officers on the date and year
first above written.
SUNTRUST BANK, WEST
GEORGIA, N.A.
By: /s/ X.X. Xxxxxxx
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Title: Senior V.P.
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Attest: /s/ R. Xxxxxxx Xxxxxxx
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Title: Banking Officer
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(SEAL)
[signatures continued on next page]
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CHILDCARE NETWORK, INC.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Title: Senior Vice President and CFO
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Attest: /s/ Xxxxxx X. Xxxxxxxxx, III
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Xxx Xxxxxxxxx
Title: Secretary
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(SEAL)
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SCHEDULE A
CHILDCARE NETWORK, INC.
SUMMARY OF CURRENT LITIGATION ISSUES
Suit brought by Isaiah and Xxxxxxx Xxxxx as natural guardians for Xxxxxx Xxxxxxx
White vs. Childcare Network, Inc., is pending in the State Court of Chatham
County, Georgia. This action seeks to recover damages for alleged injury
received by Xxxxxx Xxxxxxx White when another child in the center pushed him,
causing him to fall on a block of bricks thereby injuring his mouth. This
lawsuit has been referred to the liability insurance carrier of Childcare
Network, Inc., which is defending and will be responsible for any judgment
rendered in said litigation within the limits of the company's liability
insurance policy.
Demand for payment of damages was made by Xxxxxxxx Xxxxxx, mother of Xxxxx
Xxxxxx, a minor. Demand of one million dollars alleging negligence by Childcare
Network, Inc. This demand was made on March 24, 1998. The claim is being
defended by the general liability insurance carrier and the insurance company
has established a reserve of $10,000.
Suit was filed in the Circuit Court of Madison County, Alabama on behalf of
Xxxxxxxxx Xxxxxx, by and through her mother and next friend, Xxxxxxxx Xxxxxx,
against Childcare Network, Inc. and others seeking to recover personal injury
suffered by the minor child on June 11, 1998, consisting of personal injuries,
including an alleged broken hip and fractured skull. The claim is for an
undetermined amount of money and has been referred to the liability insurance
carrier for Childcare Network, Inc. for defense and indemnification within the
limits of the company's liability insurance.
