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EXHIBIT (c)(2)
AMENDMENT TO
GRID TIME PROMISSORY NOTE
THIS, AMENDMENT, dated as of March 26, 1998 (the "Amendment"), is by and between
THE CHASE MANHATTAN BANK (the "Bank") and G. Xxxxxx Xxxxxxxxxx and Xxxxxxxx X.
Xxxxxx (together, the "Borrower").
The Bank and the Borrower have entered into a Grid Time Promissory Note dated
January 31, 1997 in the amount of $6,250,000 (the "Note"). The Bank and the
Borrower desire to amend the Note to modify its maturity.
Except as otherwise provided herein, the capitalized terms used in this
Amendment shall have the respective meanings assigned to such terms in this
Note.
AGREEMENT
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In consideration of the foregoing, and the mutual covenants and agreements
hereinafter set forth, the parties hereto hereby agree as follows:
1. AMENDMENT. This Note is hereby amended as follows:
For value received, G. Xxxxxx Xxxxxxxxxx and Xxxxxxxx Xxxxxx, (together, the
"Borrower") hereby promise to pay to the order of The Chase Manhattan Bank (the
"Bank") with an office at 1211 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000
for the account of the lending office of the Bank set forth on the signature
page hereof (the "Lending Office"), the principal amount of SIX MILLION TWO
HUNDRED FIFTY THOUSAND DOLLARS ($6,250,000.00) or, if less, the principal amount
of each loan (the "Loans") endorsed on the schedule attached hereto and made a
part hereof (including any continuation thereof, the "Schedule") on the maturity
date of such Loan (which shall be (i) one, two, three, or six calendar months
after the date of such Loan, in the case of a Eurodollar Loan, in each case as
the borrower may select, or (ii) one calendar month after the date of a Prime
Loan; each a "Maturity Date"). Excepting receipt by the Bank of notice from the
Borrower indicating an alternate selection, the one month Eurodollar rate shall
be utilized. The credit facility evidenced by this Note shall expire on January
31, 1999, unless extended in writing by the Bank.
2. CONDITIONS PRECEDENT. This Amendment shall not become effected until the Bank
has received executed counterparts of this Amendment signed by each of the
parties hereto.
3. CONTINUED EFFECTIVENESS. Except to the extent expressly amended hereby, all
of the terms of the Note remain in full force and effect.
4. APPLICABLE LAW. This Amendment shall be governed by, and construed in
accordance with the laws of the State of New York.
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5. COUNTERPARTS. This Amendment may be executed in two or more counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute but one agreement.
IN WITNESS WHEREOF, the Bank and the Borrower have duly executed this Amendment,
all as of the day and year first above written.
/s/ G. Xxxxxx Xxxxxxxxxx /s/ Xxxxxxxx Xxxxxx
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G. XXXXXX XXXXXXXXXX XXXXXXXX X. XXXXXX
AGREED TO:
THE CHASE MANHATTAN BANK
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
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Title: Managing Director
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