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EXHIBIT K.9.
SECOND AMENDMENT TO LINE OF CREDIT,
SECURITY AND PLEDGE AGREEMENT
This Second Amendment to Line of Credit, Security and Pledge Agreement
("Amendment") dated as of November 26, 1996 is entered into by ACLC LIMITED
PARTNERSHIP (the "Borrower") and XXXXX BANK N.A. (the "Lender").
WHEREAS, the Borrower and the Lender entered into that certain Line of
Credit, Security and Pledge Agreement dated April 18, 1996, as amended by that
certain First Amendment to Line of Credit, Security and Pledge Agreement dated
October 18, 1996 (collectively, the "Agreement"); and
WHEREAS, the Borrower and the Lender wish to amend the Agreement as
provided herein;
NOW THEREFORE, the Lender and the Borrower agree as follows:
1. The Agreement is amended to delete the existing definition of
"Bridge Termination Date" in Section 11.02 of the Agreement in its entirety and
to substitute a new definition in its place reading as follows:
"Bridge Termination Date" means January 31, 1997.
2. Borrower hereby reaffirms the Agreement as amended hereby and
agrees that in all respects except as explicitly modified by the terms of this
Amendment that the Agreement shall remain in full force and effect.
3. In consideration of the Amendment contained herein, Borrower
represents, warrants and agrees that (i) there are no claims, defenses or
set-offs with respect to the Agreement, any Loan or any Note, or with respect
to the indebtedness evidenced or secured thereby or with respect to the
collection or enforcement of any of them or with respect to the collateral,
(and to the extent any claim, set-off or defense exists they are each hereby
waived and relinquished in their entirety), (ii) no Event of Default, as
defined in the Agreement, the Note or any other Loan Document, and no event
which with the lapse of time or the giving of notice or both would constitute
such an Event of Default, has occurred; (iii) Lender has made no
representations or commitments, oral or written, or undertaken any obligations
other than as expressly set forth in the Agreement, the Loan Documents and this
Amendment, (iv) except as otherwise previously disclosed in writing to the
Lender, each of the representations and warranties contained in the Agreement
are true and correct as of the date hereof and shall be deemed to be restated
and remade as of the date of this Amendment as if set out herein in their
entirety; and (v) the making, delivery and performance by the Borrower of this
Amendment and all instruments, documents and notes executed contemporaneously
herewith, have been duly authorized by all necessary corporate action, and
constitute the valid and binding obligations of the Borrower enforceable in
accordance with their terms.
4. All capitalized terms not otherwise defined in this Amendment
shall have the meanings ascribed thereto in the Agreement. Each and every of
the terms and provisions of this Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
successors, personal representatives and assigns.
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BORROWER EXPRESSLY REPRESENTS AND WARRANTS TO HOLDER THAT IT (A) HAS
READ EACH AND EVERY PROVISION OF THIS INSTRUMENT; (B) HAS BEEN GIVEN THE
OPPORTUNITY TO HAVE THIS INSTRUMENT REVIEWED BY COMPETENT LEGAL COUNSEL OF ITS
OWN CHOOSING; AND (C) UNDERSTANDS, AGREES TO AND ACCEPTS THE PROVISIONS HEREOF.
IN WITNESS WHEREOF, the Borrower and the Lender have executed this
Amendment as of the date first above written.
ACLC LIMITED PARTNERSHIP, a Maryland limited partnership
By: Allied Capital Lending Corporation,
a Maryland corporation, its general partner
By:/s/ Xxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxx X. Xxxxxx
Title: President
XXXXX BANK N.A.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
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