EXHIBIT 10.29
SECOND OMNIBUS AMENDMENT
This SECOND OMNIBUS AMENDMENT (this "Amendment"), dated as of September
23, 1996, amends:
(i) the Loan and Security Agreement, dated as of October 9,
1995 (as heretofore amended, the "Contempo Loan
Agreement"), between Contempo Design, Inc., an Illinois
corporation ("Contempo"), and Bank of America Illinois,
formerly Continental Bank N.A. (the "Lender");
(ii) the Loan and Security Agreement, dated as of October 9,
1995 (as heretofore amended, the "Contempo West Loan
Agreement"), between Contempo Design West, Inc., a
Delaware corporation ("Contempo West"), and the Lender;
(iii) the Loan and Security Agreement, dated as of October 9,
1995 (as heretofore amended, the "DEI Loan Agreement"),
between Delaware Electro Industries, a Delaware
corporation ("DEI"), and the Lender; and
(iv) the Second Amended and Restated Loan and Security
Agreement, dated as of October 9, 1995 (as heretofore
amended, the "Azimuth Loan Agreement"), between Azimuth
Corporation, a Delaware corporation ("Azimuth"), and the
Lender.
The Lender, Azimuth, Contempo, Contempo West and DEI agree
as follows:
SECTION 1. DEFINITIONS.
"Agreements" means the Azimuth Loan Agreement, the Contempo
Loan Agreement, the Contempo West Loan Agreement and the DEI Loan
Agreement.
"Amendment Effective Date" is defined in Section 3.
"Companies" means Azimuth, Contempo, Contempo West and DEI.
SECTION 2. AMENDMENTS. Effective on (and subject to the occurrence of)
the Amendment Effective Date, the definition of "Termination Date" in Section
1.1 of each Agreement shall be amended by substituting the date "November 30,
1996" for the date "September 30, 1996" where it appears in each such
definition.
SECTION 3. EFFECTIVENESS. The amendments set forth in Section 2
above shall become effective on such date (the "Amendment Effective Date") when
3.1 Deliveries. The Lender shall have received:
(i) counterparts of this Amendment executed by
each Company; and
(ii) such other documents as the Lender may
reasonably request.
SECTION 4. MISCELLANEOUS.
4.1 Warranties and Absence of Defaults. In order to induce the Lender to
enter into this Amendment, each Company hereby warrants to the Lender that:
(a) Except to the extent changed by circumstances
permitted by the Agreements, as amended hereby, the warranties of
each Company contained in the Agreements are true and correct as
of the date hereof as if made on such date.
(b) No Event of Default, or event which, with the giving
of notice or the passage of time, or both, would constitute an
Event of Default, exists on the date hereof (after giving effect
hereto).
4.2 Expenses. The Companies agree, jointly and severally, to pay on
demand all costs and expenses of the Lender (including the reasonable fees,
charges and expenses of counsel for the Lender) in connection with the
preparation, negotiation, execution, delivery and administration of this
Amendment and all other instruments or documents provided for herein or
delivered or to be delivered hereunder or in connection herewith. In addition,
the Companies agree, jointly and severally, to pay, and save the Lender harmless
from all liability for, any documentary, stamp or other similar taxes which may
be payable in connection with the execution or delivery of this Amendment, the
borrowings under each of the Contempo Loan Agreement, the Contempo West Loan
Agreement and the DEI Loan Agreement, each as amended hereby, and the execution
and delivery of any instruments or documents provided for herein or delivered or
to be delivered hereunder or in connection herewith. All obligations provided in
this Section 4.2 shall survive any termination of this Amendment or the
Agreements as amended hereby.
4.3 Governing Law. This Amendment shall be a contract made
under and governed by the internal laws of the State of Illinois.
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4.4 Counterparts. This Amendment may be executed in any number of
counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when so executed and delivered, shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same instrument.
4.5 Reference to Agreements. Except as amended hereby, each Agreement
shall remain in full force and effect and is hereby ratified and confirmed in
all respects. On and after the effectiveness of the amendments to the Agreements
accomplished hereby, each reference in each Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import, and each reference to
such Agreement in any Note (as defined in such Agreement) and in any Related
Agreements (as defined in such Agreement), or other agreements, documents or
instruments executed and delivered pursuant to such Agreement, shall be deemed a
reference to such Agreement, as amended hereby.
4.6 Guaranty Acknowledgements.
(a) Each of Contempo, Contempo West and DEI agrees that
all obligations of such entity under the Second Amended and
Restated Guaranty Agreement dated as of October 9, 1995 among the
undersigned and the Lender shall continue in full force and
effect after giving effect to the consummation of the
transactions contemplated hereby.
(b) Azimuth agrees that all obligations of the undersigned
under Section 12 of the Azimuth Loan Agreement shall continue in
full force and effect after giving effect to the consummation of
the transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized and delivered at
Chicago, Illinois as of the date and year first above written.
CONTEMPO DESIGN, INC.
By:____________________________
Title:______________________
CONTEMPO DESIGN WEST, INC.
By:____________________________
Title:______________________
DELAWARE ELECTRO INDUSTRIES, INC.
By:_____________________________
Title:________________________
AZIMUTH CORPORATION
By:_____________________________
Title:________________________
BANK OF AMERICA ILLINOIS
By:_____________________________
Title:________________________
