EXHIBIT 4.1
FIRST AMENDMENT TO
LONG TERM CREDIT AGREEMENT
This First Amendment is dated as of July 1, 1997 among TBC
Corporation (the "Borrower"), the undersigned Lenders and First Tennessee
Bank National Association, as administrative agent for the Lenders (the
"Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Agent are parties to
that certain Long Term Credit Agreement dated as of September 25, 1996 the
"Agreement"); and
WHEREAS, the Borrower, the undersigned Lenders and the Agent desire
to amend the Agreement in certain respects more fully described
hereinafter;
NOW, THEREFORE, in consideration of the premises herein contained,
and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined shall have their meanings as attributed to such terms in
the Agreement.
2. Amendments to the Agreement.
2.1. The following new definitions are added to Article I of the
Agreement to read as follows:
"Consolidated Total Liabilities" means, at any date, the
consolidated total liabilities of the Borrower and its
Subsidiaries at such date, determined in accordance with
GAAP, plus Contingent Obligations, (excluding intercompany
obligations).
2.2. Consolidated Total Liabilities. Section 6.19 of the
Agreement is amended and restated to read in its entirety as
follows:
"6.19 Consolidated Total Liabilities. The Borrower will
not permit the ratio of (i) Consolidated Total Liabilities
to (ii) Consolidated Tangible Net Worth to be greater than
2.25 to 1.00 at any time (measured at the end of each
fiscal quarter).
3. Representations and Warranties. In order to induce the
Agent and the undersigned Lenders to enter into this Amendment the
Borrower represents and warrants that:
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3.1. The representations and warranties set forth in Article V of
the Agreement, as hereby amended, are true, correct and complete on the
date hereof as if made on and as of the date hereof and that there exists
no Default or Unmatured Default on the date hereof.
3.2. The execution and delivery by the Borrower of this Amendment
have been duly authorized by any necessary corporate proceedings of the
Borrower and this Amendment, and the Agreement, as amended by this
Amendment, constitute the valid and binding obligations of the Borrower.
3.3. Neither the execution and delivery by the Borrower of this
Amendment, nor the consummation of the transactions herein contemplated,
nor compliance with the provisions hereof will violate any law, rule,
regulation, order, writ, judgment, injunction, decree or award binding on
the Borrower or any Subsidiary or the Borrower's or any Subsidiary's
articles of incorporation or by-laws or the provisions of any indenture,
instrument or agreement to which the Borrower or any Subsidiary is a party
or is subject, or by which it or its property, is bound, or conflict with
or constitute a default thereunder.
4. Effective Date. This Amendment shall become effective as of
the date above first written upon receipt by the Agent of (i) counterparts
of this Amendment duly executed by the Borrower and the Required Lenders,
and (ii) such other documents as the Agent or any Lenders may request.
5. Ratification. The Agreement, as amended hereby, is hereby
ratified, approved and confirmed in all respects.
6. Reference to Agreement. From and after the effective date
hereof, each reference in the Agreement to "this Agreement", "hereof", or
"hereunder" or words of like import, and all references to the Agreement
in any and all agreements, instruments, documents, notes, certificates and
other writings of every kind and nature shall be deemed to mean the
Agreement, as amended by this Amendment.
7. Costs and Expenses. The Borrower agrees to pay all costs,
fees, and out-of-pocket expenses (including attorneys' fees and time
charges of attorneys for the Agent, which attorneys may be employees of
the Agent) incurred by the Agent in connection with the preparation,
execution and enforcement of this Amendment.
8. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE
STATE OF TENNESSEE.
9. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.
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IN WITNESS WHEREOF, the Borrower, the undersigned Lenders and the
Agent have executed this Amendment as of the date first above written.
TBC Corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
Operations & Treasurer
First Tennessee Bank National Association,
Individually and as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
NBD Bank
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Title: As Agent
Suntrust Bank, Nashville, N.A.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
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