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EXECUTION COUNTERPART
AMENDMENT NO. 2
AMENDMENT NO. 2 dated as of October 30, 2000, between HARTE-HANKS,
INC. (the "Borrower") and the lenders party hereto (the "Lenders").
WHEREAS, the Borrower, certain of the Lenders, the Retiring Lender
referred to below and The Chase Manhattan Bank as Administrative Agent are
parties to a 364-Day Credit Agreement dated as of November 4, 1999 (as amended,
modified and supplemented and in effect on the date hereof, the "Credit
Agreement");
WHEREAS, Bank of Montreal wishes to cease being a "Lender" under the
Credit Agreement, and United Missouri Bank wishes to become a "Lender" under the
Credit Agreement and assume the Commitment of Bank of Montreal thereunder; and
WHEREAS, the Borrower and the certain of the Lenders wish to extend
the Commitment Termination Date (as such term is defined in the Credit
Agreement) and, in that connection, reallocate certain of the Commitments.
NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment
No. 2, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the condition
specified in Section 3, but with effect on and after the date hereof, the Credit
Agreement is hereby amended as follows:
2.01 Extension of Commitment Termination Date. The definition of
"Commitment Termination Date" in Section 1.01 of the Credit Agreement is
hereby amended to read in its entirety as follows:
"Commitment Termination Date" means the date 364 days from
November 2, 2000, subject to extension as provided in Section 2.10
(or, if such date is not a Business Day, the preceding Business Day).
2.02 Adjustment to Commitments. Bank of Montreal shall cease to be a
"Lender" party to the Credit Agreement and United Missouri Bank shall
assume the Commitment of Bank of Montreal under the Credit Agreement, and
become a "Lender" with a Commitment in such amount under the Credit
Agreement. In addition, the Commitments of the other Lenders shall be
adjusted so that, after giving effect thereto, the Commitments of the
Lenders are allocated as provided in Annex I hereto.
Section 3. Condition Precedent. The amendments to the Credit Agreement
set forth in Section 2 above shall become effective upon (i) the execution and
delivery of this Amendment No. 2 by the Borrower and each Lender (including by
Bank of Montreal and United Missouri Bank), (ii) delivery to the Administrative
Agent of resolutions of the Board of Directors of the Borrower adopted in
respect of the transactions contemplated hereby, in form and substance
satisfactory to the Administrative Agent and (iii) the payment to each Lender
(other than Bank of Montreal) of an extension fee in the amount of .03% of the
Commitment of such Lender after giving effect to the amendment set forth in
Section 2.
In addition, in the event that on the date of such effectiveness there
shall be any outstanding
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Loans under the Credit Agreement, then it shall be an additional condition to
such effectiveness that, notwithstanding any provision of the Credit Agreement
requiring that Loans and prepayments be allocated ratably, the Lenders that are
increasing their Commitments (including, United Missouri Bank) shall make
Syndicated Loans under the Credit Agreement, the proceeds of which shall be
applied to the prepayment of Syndicated Loans held by the Lenders whose
Commitments are decreasing (including Bank of Montreal), so that after giving
effect thereto the Syndicated Loans are held by the Lenders ratably in
accordance with their Commitments as adjusted hereunder, and the Borrower shall
have paid any amounts owing under Section 2.16 of the Credit Agreement in
connection with such prepayment. It is understood that in any event the entire
principal of and interest on all Syndicated Loans held by Bank of Montreal under
the Credit Agreement (including, without limitation, all accrued interest and
fees and any amounts payable to Bank of Montreal under Section 2.16 of the
Credit Agreement) shall be paid in full upon such effectiveness.
Section 4. Representations and Warranties. The Borrower represents and
warrants to the Lenders that the representations and warranties set forth in
Article III of the Credit Agreement (as amended hereby) are true and complete on
the date hereof as if made on and as of the date hereof (or, if such
representation or warranty is expressly stated to be made as of a specific date,
as of such specific date) and as if each reference in said Article III to "this
Agreement" included reference to this Amendment No. 2.
Section 5. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 2 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 2 by signing any such counterpart. This
Amendment No. 2 shall be governed by, and construed in accordance with, the law
of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed and delivered as of the day and year first above written.
HARTE-HANKS, INC.
By
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Name:
Title:
LENDERS
THE CHASE MANHATTAN BANK
By
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Name:
Title:
BANK OF AMERICA, N.A.
By
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Name:
Title:
THE BANK OF NEW YORK
By
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Name:
Title:
BANK ONE, TEXAS, N.A.
By
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Name:
Title:
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MELLON BANK, N.A.
By
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Name:
Title:
WELLS FARGO BANK NATIONAL
ASSOCIATION
By
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Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE NEW YORK BRANCH
By
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Name:
Title:
BANK OF TOKYO-MITSUBISHI, LTD.
By
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Name:
Title:
RETIRING LENDER
BANK OF MONTREAL
By
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Name:
Title:
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SCHEDULE I
Commitments
<TABLE>
<CAPTION>
Name of Lender Commitment($)
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<S> <C>
The Chase Manhattan Bank 14,500,000.00
Bank of America, N.A. 14,500,000.00
The Bank of New York 10,500,000.00
Bank One, Texas, N.A. 10,500,000.00
Mellon Bank, N.A. 10,500,000.00
Wells Fargo Bank, N.A. 10,500,000.00
Westdeutsche Landesbank Girozentrale New York Branch 10,500,000.00
Bank Of Tokyo-Mitsubishi, Ltd. 9,250,000.00
United Missouri Bank 9,250,000.00
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Total 100,000,000.00
</TABLE>
