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EXHIBIT 10.2
AMENDMENT TO TRANSACTION DOCUMENTS
THIS AMENDMENT, dated as of June 30, 1997, by and among PRIMARK
CORPORATION, a Michigan corporation (the "Borrower"), the Lenders party to the
Revolving Credit Agreement referred to below, the Lenders party to the Term Loan
Agreement referred to below, the Lenders party to the Note Backup Agreement
referred to below (such agreements being referred to collectively as the "Credit
Facilitics"), and MELLON BANK, N.A., a national banking association, as Agent
under each such Credit Facility.
RECITALS:
A. The Borrower has entered into (a) a Revolving Credit Agreement (as
amended, the "Revolving Credit Agreement") dated as of February 7, 1997 among
Primark Corporation (the "Borrower"), the Lenders parties thereto from time to
time, the Issuing Banks referred to therein, and Mellon Bank, N.A., as Agent,
(b) a Term Loan Agreement (as amended the "Term Loan Agreement") dated as of
February 7, 1997 among the Borrower, the Lenders parties thereto from time to
time, and Mellon Bank, N.A., as Agent, ( c) a Note Backup Agreement (as amended,
the "Note Backup Agreement") dated as of February 7, 1997 among the Borrower,
the Lenders parties thereto from time to tome, the Issuing Bank referred to
therein, and Mellon Bank, N.A., as Agent. The Credit Facilities have been
amended by a letter agreement dated February 21, 1997 and by an Amendment to
Transactions Documents dated as of May 1, 1997.
B. The parties hereto desire to amend further the Credit Facilities as set
forth herein.
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
SECTION 1. AMENDMENTS.
(a) AMENDMENT OF CONSOLIDATED FUNDED DEBT RATIO (ADJUSTED) FOR QUARTERS
ENDING JUNE 30, 1997 AND SEPTEMBER 30, 1997. Section 7.01(c) of each Credit
Facility is hereby amended by deleting the two lines reading as follows
(ignoring the caption, which is set forth below only for reference purposes):
Fiscal quarter ending on Consolidated Funded Debt Ration Adjusted)
a date in the following for the four fiscal quarters ending
period (inclusive) on such date shall not be greater than
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June 30, 1997 through September 29, 1997 5.75
September 30, 1997 through December 30, 1997 5.50
and replacing them with the following lines (ignoring the caption, which is set
forth below only for reference purposes):
Fiscal quarter ending on Consolidated Funded Debt Ration Adjusted)
a date in the following for the four fiscal quarters ending
period (inclusive) on such date shall not be greater than
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June 30, 1997 through September 29, 1997 6.35
September 30, 1997 through December 30, 1997 6.00
(b) RELATED AMENDMENT TO COVENANT RELATING TO DIVIDENDS, ETC. Section
7.06(a)(iii) of each Credit Facility is hereby amended by inserting the
following immediately before the semicolon at the end thereof: "(provided, that
for the purpose of determining pro forma compliance with Section 7.01 ( c),
section 7.01(c) shall be applied as if it required the Consolidated Funded Debt
Ratio (Adjusted) for the four fiscal quarters ending on June 30, 1997 to be no
greater than 5.75 and the consolidated Funded Debt Ratio (Adjusted for the four
fiscal quarters ending on September 30, 1997 to be no greater than 5.50)".
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EXHIBIT 10.2
Section 2. EFFECTIVENESS AND EFFECT, ETC.
(a) EFFECTIVENESS. This Amendment shall become effective, with effect as of
June 30, 1997, on the day on which Mellon Bank, N.A., as Agent under each Credit
Facility, shall have received counterparts hereof duly executed by the Borrower
and by the "Required Lenders" and the "Agent" under each Credit Facility.
(b) EFFECT. The Revolving Credit Agreement, the Term Loan Agreement and the
Note Backup Agreement, as amended by the letter agreement dated February 21,
1997 and by the Amendment to Transaction Documents dated as of May 1, 1997, and
as further amended hereby, are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed. Except to the extent
expressly set forth herein, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy under any
Credit Facility or constitute a waiver of any provision of any Credit Facility.
SECTION 3. MISCELLANEOUS. This Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same document.
Section and other headings herein are for reference purposed only and shall not
affect the interpretation of the Amendment in any respect. This Amendment shall
be governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, and without regard to choice of law rules. This Amendment is a
requested amendment within the meaning of Section 10.06(a) of each Credit
Facility.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
PRIMARK CORPORATION
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
MELLON BANK, N.A.,
individually and as Agent under each
Credit Facility
By: /s/ R. XXXX XXXXXXXX
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Name: R. Xxxx Xxxxxxxx
Title: Vice President
CONSENTED AND AGREED:
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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EXHIBIT 10.2
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By:
---------------------------------
Name:
Title:
THE ROYAL BANK OF SCOTLAND, PLC
By:
---------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By:
---------------------------------
Name:
Title:
BANK OF TOKYO - MITSUBISH TRUST COMPANY
By:
---------------------------------
Name:
Title:
FIRST AMERICAN NATIONAL BANK
By:
---------------------------------
Name:
Title:
THE FUJI BANK, LIMITED
By:
---------------------------------
Name:
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By:
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Name:
Title:
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/
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Name:
Title:
