LIMITED WAIVER AGREEMENT
This Limited Waiver Agreement (this "Agreement") dated as of March 10, 1997
is entered into between Mercury Finance Company, a Delaware corporation
("Mercury") and Credit Suisse First Boston Corporation ("CS/FB"), holder of
$16,625,000 in Mercury Commercial Paper acquired on February 5, 1997 from
PaineWebber Inc., successor to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co., Incorporated (the
"Dealer") under that certain Commercial Paper Dealer Agreement dated as of
March 25, 1991 (the "Dealer Agreement").
W I T N E S S E T H :
WHEREAS, Dealer is party to the Dealer Agreement under which Mercury has
issued commercial paper to customers of the Dealer (the "Customers"), one of
whom is CS/FB, which commercial paper is in default;
WHEREAS, Mercury is in default under various provisions of other lending
agreements with various institutions;
WHEREAS, in late January 1997, Mercury began experiencing a severe
liquidity crisis and required immediate emergency financing to continue its
operations;
WHEREAS, in February 1997, to meet such emergency financing needs, Mercury
and certain of its subsidiaries (collectively, the "Borrowers") entered into a
Loan and Security Agreement with BankAmerica Business Credit, Inc. ("BABC")
dated as of February 7, 1997 (the "Bridge Loan Agreement") providing the
Borrowers with a secured revolving loan facility in an aggregate principal
amount not to exceed $50 million and having a maturity of March 10, 1997, with
an option to extend (the "Bridge Loan");
WHEREAS, the Borrowers require financing beyond March 10, 1997 to continue
their operations and have therefore requested BABC to extend the maturity date
of the Bridge Loan to June 10, 1997 in accordance with the terms set forth in
the Second Amendment attached hereto as Exhibit A;
WHEREAS, certain provisions of the Dealer Agreement unless waived prohibit
the Borrowers from granting liens on their assets to secure indebtedness for
borrowed money and/or require that Lender be granted an equal or ratable lien on
such assets in the event such a lien is granted to another lender;
WHEREAS, in connection with the extension of the maturity date of the
Bridge Loan to June 10, 1997, Mercury has requested the Dealer, on behalf of
itself but not its Customers, to waive such provisions of the Dealer Agreement
to permit Mercury to obtain the emergency financing it needs;
WHEREAS, the Dealer, on behalf of itself but not its Customers, is willing
to waive certain limited provisions of the Dealer Agreement to permit the
maturity date of the Bridge Loan to be extended to June 10, 1997;
WHEREAS, CS/FB, as one of the Dealer's Customers, is willing to waive in
like manner and to like extent;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mercury and CS/FB agree as
follows:
1. Waiver. Solely in connection with the extension of the maturity date
of the Bridge Loan to June 10, 1997 in accordance with the terms and conditions
of the Second Amendment, CS/FB waives compliance with any of the provisions of
the Dealer Agreement that (a) prohibit or restrict the granting of security
interests, liens or mortgages by any of the Borrowers to BABC (the "BABC Liens")
to secure the Bridge Loan or (b) result in or require the creation of a security
interest, lien or mortgage in favor of the Dealer or its customers on any assets
of the Borrowers as a result of the granting of the BABC Liens to secure the
Bridge Loan; provided, that the waivers set forth in this Section 1 shall be
effective on the conditions that the (i) aggregate principal amount of loans
advanced to the Borrowers under the Bridge Loan does not exceed $50 million and
(ii) the BABC Liens secure only the Bridge Loan and do not secure any other
indebtedness for borrowed money outstanding as of the date hereof or hereafter.
2. Entire Agreement. This Agreement constitutes the full and entire
understanding of the parties hereto with respect to the subject matter hereof.
3. Governing Law. This Agreement shall be interpreted, and the rights
and liabilities of the parties hereto determined, in accordance with the laws of
the State of New York.
4. Successors and Assigns. This Agreement shall insure to the benefit
of, and be binding upon the successors and assigns of, each of the parties
hereto.
5. Counterparts. This Agreement may be executed in any number of
counterparts all of which together shall constitute one instrument.
* * * * *
IN WITNESS WHEREOF, this Waiver Agreement has been duly executed as of the
day and year first above written.
MERCURY FINANCE COMPANY,
a Delaware corporation
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON CORP.
By:
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director