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EXHIBIT 10.44
CONSENT AGREEMENT
THIS CONSENT AGREEMENT (this "Consent") is made as of October 7, 1997,
by and among XXX RESEARCH CORPORATION, a Delaware corporation ("Lessee"), IBJTC
LEASING CORPORATION-BSC, a New York Corporation, THE INDUSTRIAL BANK OF JAPAN,
LIMITED, XXXXX FARGO BANK, N.A., THE BANK OF NOVA SCOTIA and FLEET NATIONAL BANK
(collectively, "Participants"),
W I T N E S S E T H:
WHEREAS, the parties hereto, along with The Industrial Bank of Japan,
Limited, acting as agent, are also parties to that certain Participation
Agreement dated as of March 27, 1996, and amended as of September 27, 1996 (as
amended, the "Participation Agreement"); and
WHEREAS, Section 10.2 of the Participation Agreement requires Lessee to
comply with all covenants contained in Section 5.02 of the Credit Agreement, and
any amendment to, or waiver of, Section 5.02 of the Credit Agreement requires
the prior written consent of the Required Participants; and
WHEREAS, the parties hereto desire to consent to the amendment to the
Credit Agreement, all as set forth below;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein and not defined herein
shall have the meanings assigned to such terms in Appendix A to the
Participation Agreement.
2. Consent. Each of the Participants hereby consents to the amendment to
the Credit Agreement, as set forth in the form of Third Amendment to Credit
Agreement attached hereto as Exhibit A.
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3. Effect. Except as expressly modified by this Consent, all terms of
the Participation Agreement and the Credit Agreement shall remain unchanged and
in full force and effect.
4. Governing Law. This Consent shall in all respects be governed by and
construed in accordance with the laws of the State of California applicable to
agreements made and to be performed entirely within such state, including all
matters of construction, validity and performance.
5. Counterpart Execution. This Consent may be executed in any number of
counterparts and by each of the parties hereto in separate counterparts, all
such counterparts together constituting but one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this Consent
to be duly executed by an officer thereunto duly authorized as of the day and
year first above written.
XXX RESEARCH CORPORATION, as Lessee,
Construction Agent and Guarantor
By /s/ Xxxxxxx X. Xxxxxxx
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Title Vice President and General Counsel
IBJTC LEASING CORPORATION-BSC,
as Lessor and Participation Agent
By /s/ X. Xxxxxxxx
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Title Senior Vice President
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THE INDUSTRIAL BANK OF JAPAN, LIMITED,
as Tranche A Lender and Tranche B Lender
By /s/ Xxxxxxxx Xxxxxx
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Title Deputy General Manager
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XXXXX FARGO BANK, N.A., as Tranche A
Lender and Tranche B Lender
By /s/ Xxxx Xxxxxxx
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Title Assistant Vice President
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THE BANK OF NOVA SCOTIA, as Tranche A
Lender and Tranche B Lender
By /s/ X. Xxxxxxx
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Title Relationship Manager
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FLEET NATIONAL BANK, as Tranche A
Lender and Tranche B Lender
By /s/ X. X. Xxxxxxx
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Title AVP
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EXHIBIT A
See Attached.
