1
Exhibit 10.21
AMENDMENT TO TRANSACTION DOCUMENTS
THIS AMENDMENT, dated as of December 18, 1996, 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 ICV Credit Agreement
referred to below, and MELLON BANK, N.A., a national banking association, as
Agent under such Revolving Credit Agreement, as Agent under such Term Loan
Agreement and as Agent under such ICV Credit Agreement.
RECITALS:
A. The Borrower has entered into (a) a Revolving Credit Agreement (as
amended, the "Revolving Credit Agreement") dated as of June 29, 1995 among
Primark Corporation (the "Borrower"), the Issuing Banks referred to therein, the
Lenders parties thereto from time to time, Mellon Bank, N.A., The First National
Bank of Boston, and NationsBank, N.A. (Carolinas), as Co-Agents, and Mellon
Bank, N.A., as Agent, (b) a Term Loan Agreement (as amended, the "Term Loan
Agreement") dated as of June 29, 1995 among the Borrower, the Lenders parties
thereto from time to time, Mellon Bank, N.A., The First National Bank of Boston
and NationsBank, N.A. (Carolinas), as Co-Agents, and Mellon Bank, N.A., as
Agent, (c) a Credit Agreement (as amended, the "ICV Credit Agreement") dated as
of October 23, 1996 among the Borrower, the Lenders parties thereto from time to
time, the Issuing Bank referred to therein, and Mellon Bank, N.A., as Agent. The
Revolving Credit Agreement and the Term Loan Agreement have been amended by (i)
a letter agreement dated August 8, 1995 (which, among other things, added
NationsBank, N.A. (Carolinas) as Co-Agent to the Revolving Credit Agreement and
the Term Loan Agreement as initially constituted), (ii) an Amendment to
Transaction Documents dated as of Xxxxx 00, 0000, (xxx) an Amendment to
Transaction Documents dated as of June 27, 1996, (iv) an Amendment to
Transaction Documents dated as of September 30, 1996, and (v) an Amendment to
Transaction Documents dated as of October 23, 1996.
B. The parties hereto desire to amend further the Revolving Credit
Agreement, the Term Loan Agreement and the ICV Credit Agreement.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
SECTION 1. AMENDMENTS RELATING TO SECTION 7.08 (MERGERS, ETC.).
(a) Section 1.01 of Annex A to each of the Revolving Credit Agreement,
the Term Loan Agreement and the ICV Credit Agreement is hereby amended to add
the following new defined term in its appropriate place in alphabetical order:
"Adjusted Acquisition Consideration" in connection with an acquisition
of a type referred to in clause (y) or (z) of Section 7.08 hereof by the
Borrower or a Subsidiary of the Borrower means the amount, not less than
zero, equal to:
(a) the gross consideration paid or payable by the Borrower and
its Subsidiaries in connection with such acquisition (including,
without limitation, the purchase price therefor and transaction
expenses), with non-cash consideration valued at its fair market value
on the closing date of the acquisition; provided, that for purposes of
this clause (a) (i) the value of consideration in the form of Shares
of Capital Stock of the Borrower or options or warrants therefor shall
be deemed zero, and (ii) the value of consideration in the form of
Indebtedness or other deferred payment obligations of the Borrower or
its Subsidiaries (exclusive of Indebtedness or other deferred payment
obligations payable and paid exclusively in Shares of Capital Stock of
the
2
Borrower or options or warrants therefor) shall be deemed the maximum
aggregate amount of all payments which in any circumstances may be
required thereunder, as determined at the time such Indebtedness or
other deferred payment obligation is incurred (except that, for
purposes of this clause (ii), interest on Indebtedness accruing after
such determination date at a market rate shall be excluded from such
maximum aggregate amount), plus
(b) the aggregate Indebtedness and Guarantee Equivalents assumed
or incurred, directly or indirectly, by the Borrower or any Subsidiary
of the Borrower in connection with such acquisition (including, in the
case of an acquisition of any or all of the Shares of Capital Stock or
other equity interests of a Person, the aggregate Indebtedness and
Guarantee Equivalents of such Person), exclusive of Indebtedness and
Guarantee Equivalents of the Person being acquired constituting
current accounts payable of such Person on normal trade terms to trade
creditors arising out of purchases of goods or services in the
ordinary course of business and not incurred in contemplation of such
acquisition, minus
(c) the aggregate cash and Cash Equivalent Investments (valued at
the lower of cost or market) acquired by the Borrower and its
Subsidiaries in such acquisition (including, in the case of an
acquisition of all, but not less than all, of the Shares of Capital
Stock or other equity interests of a Person, the aggregate cash and
Cash Equivalent Investments of such Person, it being understood that
in the event that the Borrower and its Subsidiaries acquire less than
all of the Shares of Capital Stock or other equity interests of a
Person, no part of the cash or Cash Equivalent Investments of such
Person shall be deemed within the scope of this clause (c)); provided,
that in the event that the Borrower and its Subsidiaries acquire all
of the Shares of Capital Stock or other equity interests of a Person,
the cash and Cash Equivalent Investments of such Person shall be
deemed within the scope of this clause (c) only in the event that the
relevant acquisition agreement requires such Person to own a minimum
amount of cash and Cash Equivalent Investments, or provides for a
dollar-for-dollar reduction in the purchase price to the extent such
Person's cash and Cash Equivalent Investments are less than a
specified minimum amount.
(b) Section 7.08 of each of the Revolving Credit Agreement, the Term
Loan Agreement and the ICV Credit Agreement is hereby amended to read as
follows:
7.08. MERGERS, ETC. The Borrower shall not, and shall not permit any
Subsidiary of the Borrower to, directly or indirectly, (w) merge with or
into or consolidate with any other Person, or (x) liquidate, Wind-Up,
dissolve or divide, (y) acquire all or any substantial portion of the
properties of any going concern or going line of business (whether or not
constituting a distinct legal entity), or (z) acquire all or any
substantial portion of the properties of any other Person, or all or any
substantial portion of the Shares of Capital Stock of any other Person
which is organized as a Corporation, or all or any substantial portion of
any equity interest in any other Person which is not organized as a
Corporation, or agree, become or remain liable (contingently or otherwise)
to do any of the foregoing, except for the following (referred to herein as
"Permitted Mergers"):
(a) A Subsidiary of the Borrower may merge with or into or
consolidate with, or acquire all or any substantial portion of the
properties of, or liquidate or dissolve into, any other Subsidiary of
the Borrower, if the acquiring, surviving or new Corporation shall be
a Wholly Owned Subsidiary of the Borrower; and
(b) The Borrower, or a Subsidiary of the Borrower, may make
acquisitions of the types referred to in the foregoing clauses (y) and
(z) of properties of Persons other than a Subsidiary of the Borrower,
consistent with the other provisions of this Agreement and the other
Loan Documents, provided that the aggregate Adjusted Acquisition
Consideration in connection with all such acquisitions made after June
29, 1995 shall not exceed the sum of $20,000,000 plus the
-2-
3
amount, not less than zero, equal to (A) the aggregate amount of cash
proceeds (net of underwriting discounts, fees and other transaction
costs) received by the Borrower after June 29, 1995 from issuance of
Shares of Capital Stock of the Borrower (or options or warrants
therefor), minus (B) the aggregate amount of Stock Payments made by
the Borrower under Section 7.06(a) hereof after June 29, 1995 (it
being understood that Designated Stock Repurchases are not Stock
Payments of the type referred to in this clause (B)).
SECTION 2. EFFECTIVENESS AND EFFECT, ETC.
(a) This Amendment shall become effective on the day on which Mellon
Bank, N.A., as Agent under each of the Revolving Credit Agreement, Term Loan
Agreement and ICV Credit Agreement, shall have received counterparts hereof duly
executed by the Borrower, "Required Lenders" and the "Agent" under the Revolving
Credit Agreement, "Required Lenders" and the "Agent" under the Term Loan
Agreement, and "Required Lenders" and the "Agent" under the ICV Credit
Agreement.
(b) The Revolving Credit Agreement, the Term Loan Agreement and the
ICV Credit Agreement, as amended by the letter agreement dated August 8, 1995,
the Amendment to Transaction Documents dated as of March 12, 1996, the Amendment
to Transaction Documents dated as of June 27, 1996, the Amendment to Transaction
Documents dated as of September 30, 1996, the Amendment to Transaction Documents
dated as of October 23, 1996, and as amended and modified 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 of any Secured Party under the Revolving Credit
Agreement, the Term Loan Agreement or the ICV Credit Agreement or constitute a
waiver of any provision of any of the foregoing.
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 purposes only and shall not
affect the interpretation of this Amendment in any respect. This Amendment shall
be governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, without regard to choice of law rules. This Amendment constitutes
a Transaction Document and is a requested amendment within the meaning of
Sections 10.06(a) of each of the Revolving Credit Agreement, the Term Loan
Agreement and the ICV Credit Agreement.
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
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: CFO
-3-
4
MELLON BANK, N.A.,
individually and as Agent under each of
the Revolving Credit Agreement, the
Term Loan Agreement and ICV Credit
Agreement
By /s/ R. XXXX XXXXXXXX
---------------------------------
Name: R. Xxxx Xxxxxxxx
Title: Vice President
CONSENTED AND AGREED:
THE FIRST NATIONAL BANK OF BOSTON
By /s/ XXXXXXX X. XXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
NATIONSBANK, N.A.
By /s/ XXXXXXXXX X. XXXX
---------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
THE ROYAL BANK OF SCOTLAND PLC
By /s/ XXXXX XXXXXX
---------------------------------
Name: XXXXX XXXXXX
Title: VICE PRESIDENT
THE FUJI BANK, LIMITED
By /s/ XXXXX XXXXXXXX
---------------------------------
Name: XXXXX XXXXXXXX
Title: Vice President & Manager
THE CHASE MANHATTAN BANK
By /s/ XXXXX X. XXXXXXX
---------------------------------
Name: XXXXX X. XXXXXXX
Title: Vice President
-4-
5
FIRST AMERICAN NATIONAL BANK
By /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
THE BANK OF TOKYO - MITSUBISHI, LIMITED,
successor by merger to THE MITSUBISHI BANK, LIMITED
By /s/ Xxxxxxxx X. Xxxxxxxx, Xx.
---------------------------------
Name: Xxxxxxxx X. Xxxxxxxx, Xx.
Title: Attorney-in-Fact
-5-
6
Exhibit 10.19
AMENDMENT TO TRANSACTION DOCUMENTS
THIS Amendment, dated as of January 9, 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 ICV Credit Agreement
referred to below (such agreements being referred to collectively as the
"Facility Agreements"), and MELLON BANK, N.A., a national banking association,
as Agent under each such Facility Agreement.
RECITALS:
A. The Borrower has entered into (a) a Revolving Credit Agreement (as
amended, the "Revolving Credit Agreement") dated as of June 29, 1995 among
Primark Corporation (the "Borrower"), the Issuing Banks referred to therein, the
Lenders parties thereto from time to time, Mellon Bank, N.A., The First National
Bank of Boston, and NationsBank, N.A. (Carolinas), as Co-Agents, and Mellon
Bank, N.A., as Agent, (b) a Term Loan Agreement (as amended, the "Term Loan
Agreement") dated as of June 29, 1995 among the Borrower, the Lenders parties
thereto from time to time, Mellon Bank, N.A., The First National Bank of Boston
and NationsBank, N.A. (Carolinas), as Co-Agents, and Mellon Bank, N.A., as
Agent, (c) a Credit Agreement (as amended, the "ICV Credit Agreement") dated as
of October 23, 1996 among the Borrower, the Lenders parties thereto from time to
time, the Issuing Bank referred to therein, and Mellon Bank, N.A., as Agent. The
Facility Agreements have been amended by (i) a letter agreement dated August 8,
1995, (ii) Amendment to Transaction Documents dated as of Xxxxx 00, 0000, (xxx)
Amendment to Transaction Documents dated as of June 27, 1996, (iv) Amendment to
Transaction Documents dated as of September 30, 1996, (v) Amendment to
Transaction Documents dated as of October 23, 1996, and (vi) Amendment to
Transaction Documents dated as of December 18, 1996.
B. The parties hereto desire to amend further the Facility Agreements as
set forth herein.
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
SECTION 1. AMENDMENT RELATING TO SECTION 7.08 (MERGERS, ETC.). Section
7.08(b) of each Facility Agreement is hereby amended by deleting the term
"$20,000,000" and replacing it with the term "$75,000,000".
SECTION 2. EFFECTIVENESS AND EFFECT, ETC.
(a) This Amendment shall become effective on the day on which Mellon Bank,
N.A., as Agent under each Facility Agreement, shall have received counterparts
hereof duly executed by the Borrower and by the "Required Lenders" and the
"Agent" under each Facility Agreement.
(b) The Revolving Credit Agreement, the Term Loan Agreement and the ICV
Credit Agreement, as amended by the letter agreement dated August 8, 1995, the
Amendment to Transaction Documents dated as of March 12, 1996, the Amendment to
Transaction Documents dated as of June 27, 1996, the Amendment to Transaction
Documents dated as of September 30, 1996, the Amendment to Transaction Documents
dated as of October 23, 1996, and the Amendment to Transaction Documents dated
as of December 18, 1996, and as amended and modified hereby, are and shall
continue to be in
7
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 Facility Agreement or constitute a waiver of any
provision of any Facility Agreement.
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 purposes only and shall not
affect the interpretation of this Amendment in any respect. This Amendment shall
be governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, without regard to choice of law rules. This Amendment is a
requested amendment within the meaning of Section 10.06(a) of each Facility
Agreement.
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/ XXXX X. XXXXXXXX
---------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Treasurer
MELLON BANK, N.A.,
individually and as Agent under each
Facility Agreement
By /s/ R. XXXX XXXXXXXX
---------------------------------
Name: R. Xxxx Xxxxxxxx
Title: Vice President
CONSENTED AND AGREED:
THE FIRST NATIONAL BANK OF BOSTON
By /s/ XXXXX X. XXXXXX
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
NATIONSBANK, N.A.
By /s/ XXXXXXXXX X. XXXX
------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Vice President
-2-
8
THE ROYAL BANK OF SCOTLAND PLC
By /s/ XXXXX XXXXXX
------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
By /s/ XXXXX XXXXXXXX
------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President & Manager
THE CHASE MANHATTAN BANK
By /s/ XXXXX X. XXXXXXX
------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
FIRST AMERICAN NATIONAL BANK
By /s/ XXXXX X. XXXX
------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
THE BANK OF TOKYO - MITSUBISHI, LIMITED,
successor by merger to THE MITSUBISHI BANK, LIMITED
By /s/ XXXXXXXX X. XXXXXXXX
------------------------------
Name: Xxxxxxxx X. Xxxxxxxx, Xx.
Title: Attorney-in-fact
-3-
