PRELIMINARY STATEMENTS
Exhibit 10(c)
FIRST AMENDMENT
THIS FIRST AMENDMENT dated as of October 17, 1997, is to the AMENDED
AND RESTATED PARALLEL ASSET PURCHASE AGREEMENT (as defined below), (this
"Amendment"), among O&M Funding Corp., as Seller, Xxxxx & Minor Medical, Inc.,
as Servicer, Xxxxx & Minor, Inc., as Parent and Guarantor, the Parallel
Purchasers referred to therein, and Bank of America National Trust and Savings
Association, as Administrative Agent. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned thereto in the
Parallel Asset Purchase Agreement.
PRELIMINARY STATEMENTS
A. The parties hereto are parties to that certain Amended and Restated
Parallel Asset Purchase Agreement, dated as of May 28, 1996 (the "Parallel Asset
Purchase Agreement").
B. The parties hereto desire to amend the Parallel Asset Purchase
Agreement in certain respects as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment. (a) Paragraph C of the
Preliminary Statements to the Parallel Asset Purchase
Agreement is hereby amended by inserting the following
phrase immediately after the date "May 28, 1996" therein:
", as amended as of October 17, 1997".
(b) Schedule II to the Parallel Asset Purchase Agreement is hereby
amended in its entirety to read as set forth in Annex A hereto.
SECTION 2. Representations and Warranties. Each of the Seller and the
Servicer hereby represents and warrants that the representations and warranties
made by it set forth in Exhibit II to the Parallel Asset Purchase Agreement,
after giving effect to this Amendment, are correct on and as of the Effective
Date (defined below) as though made on and as of the Effective Date and shall be
deemed to have been
made on such Effective Date. No event has occurred and is continuing, or would
result from this Amendment, which constitutes a Termination Event or an
Unmatured Termination Event.
SECTION 3. Effectiveness. This Amendment shall
become effective on the date on which the Administrative
Agent shall have received the following (such date, the
"Effective Date"):
(a) a copy of this Amendment duly executed by each
of the parties hereto;
(b) a Certificate of the Secretary or Assistant
Secretary of each of the Seller and the Servicer
certifying that attached thereto is a copy of
the Resolutions of the Board of Directors of the
Seller or the Servicer, as applicable, approving
this Amendment and affirming that the Articles
of Incorporation, By-Laws and/or incumbency
certificate of Seller or the Servicer, as
applicable, delivered pursuant to the Parallel
Asset Purchase Agreement have not been amended
or rescinded, and remain in full force and
effect;
(c) an opinion of counsel of the Seller and the Servicer in form
and substance reasonably acceptable to the Administrative
Agent;
(d) a fully-executed counterpart of the first amendment to each of
(i) the Amended and Restated Receivables Purchase Agreement
and (ii) the Amended and Restated Liquidity Asset Purchase
Agreement;
(e) a fully-executed counterpart of each of the Lock-Box
Agreements referred to in Schedule II of the Parallel Asset
Purchase Agreement, as amended, and
(f) such other approvals, opinions or documents as the
Administrative Agent may reasonably request.
SECTION 4. Miscellaneous. This Amendment may be
executed in any number of counterparts, and by the different
parties on separate counterparts, each of which shall
constitute an original, but all of which together shall
constitute one and the same agreement. This Amendment shall
be governed by, and construed in accordance with, the
internal laws of the State of New York. Any reference to
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the Parallel Asset Purchase Agreement from and after the date hereof shall be
deemed to refer to the Parallel Asset Purchase Agreement as amended hereby,
unless otherwise expressly stated. The Parallel Asset Purchase Agreement, as
amended hereby, remains in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective duly authorized officers as of the date and
year first written.
O&M FUNDING CORP., as Seller
By:_________________________________________
Name:
Title:
XXXXX & MINOR MEDICAL, INC.,
as Servicer
By:_________________________________________
Name:
Title:
XXXXX & MINOR, INC.,
as Parent and Guarantor
By:_________________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as
Administrative Agent
By:_________________________________________
Name: Xxxx X. Xxxxxxx
Title: Attorney-in-fact
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION, as a
Parallel Purchaser
By:_____________________
Name: Xxxx X. Xxxxxxx
Title: Attorney-in-fact
0
XXX XXXX XX XXXX XXXXXX,
as a
Parallel Purchaser
By:_____________________
Name: Xxxxx X. Xxxxxxx
Title:Senior Relations
Manager
THE BANK OF TOKYO -
MITSUBISHI, LTD. NEW
YORK BRANCH, as a
Parallel Purchaser
By:_____________________
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
THE FIRST NATIONAL BANK
OF CHICAGO, as a
Parallel Purchaser
By:_____________________
Name: Xxx X. Xxxx
Title: Vice President
THE BANK OF NEW YORK, as
a Parallel Purchaser
By:_____________________
Name: Xxx Xxxxx Xxxxxx
Title:Assistant Vice President
FIRST UNION NATIONAL BANK, as a Parallel
Purchaser
By:_______________________________
Name: Brand Xxxxxxx
Title: Vice President
WACHOVIA BANK, N.A.,
as a Parallel Purchaser
By:_______________________________
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
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ANNEX A
Amendments to Schedule II to the Parallel Asset Purchase Agreement
SCHEDULE II
LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS
Lock-Box Bank Lock-Box Account
NationsBank:
Atlanta 3750239306
Dallas 0180533554
Crestar 201143739
First Union:
Charlotte 2050000226997
Orlando 2050000226997
Richmond 2050000226997
First Chicago 0000000
PNC Bank 3063550
Mellon 1184649
