Exhibit 10.40
AMENDMENT #1 TO LOAN AGREEMENT
THIS AMENDMENT #1 TO LOAN AGREEMENT (this "AMENDMENT") is entered into
as of July 1, 2002 among CHOICEPOINT FINANCIAL INC., a Delaware corporation
("BORROWER"), CHOICEPOINT INC., a Georgia corporation, in its capacity as the
initial servicer (in such capacity, together with its successors and permitted
assigns in such capacity, the "SERVICER"), THREE PILLARS FUNDING CORPORATION, a
Delaware corporation (together with its successors and permitted assigns,
"LENDER"), and SUNTRUST CAPITAL MARKETS, INC. (formerly known as SunTrust
Equitable Securities Corporation), a Tennessee corporation, as agent and
administrator for Lender (in such capacity, together with its successor and
assigns in such capacity, the "ADMINISTRATOR") and pertains to the Loan
Agreement among the parties hereto dated as of July 2, 2001 (the "EXISTING
AGREEMENT"). Capitalized terms used and not otherwise defined herein are used
with the meanings attributed thereto in the Existing Agreement.
BACKGROUND
WHEREAS, Borrower desires that Lender agree to certain amendments to
the Existing Agreement; and
WHEREAS, Lender is willing to agree to such amendments on the terms and
subject to the conditions set forth in this Amendment;
NOW THEREFORE, in consideration of the promises and mutual agreements
herein contained, the parties hereto agree as follows:
1. AMENDMENTS TO SECTION 1.1 OF THE EXISTING AGREEMENT. The
definitions of "LIQUIDITY TERMINATION DATE" and "SCHEDULED COMMITMENT
TERMINATION DATE" are hereby amended to delete "July 1, 2002" where it appears
and to substitute in lieu thereof "June 30, 2003."
2. CONTINUING EFFECT. Except as expressly amended above, the
Existing Agreement remains unaltered and in full force and effect and is hereby
ratified and confirmed.
3. BINDING EFFECT. This Amendment shall become effective when it
shall have been executed and delivered by each of the parties hereto and
thereafter shall be binding upon and inure to the benefit of Borrower, Servicer,
Lender and Administrator and their respective successors and assigns.
4. EXPENSES. Borrower agrees to pay all reasonable costs and
expenses incurred by Lender and Administrator in connection with the
preparation, execution, delivery, administration and enforcement of, or any
breach of this Amendment, including without limitation the reasonable fees and
expenses of counsel.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW)).
6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by facsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
THREE PILLARS FUNDING CORPORATION,
AS LENDER
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President
SUNTRUST CAPITAL MARKETS, INC., AS
ADMINISTRATOR
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Managing Director
CHOICEPOINT FINANCIAL INC., AS BORROWER
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Treasurer and Corporate Controller
CHOICEPOINT INC., AS INITIAL SERVICER
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Treasurer and Corporate Controller
3
