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EXHIBIT 10.18
AMENDMENT
AMENDMENT, dated as of January 29, 1999 (this "Amendment"), to and in
respect of the Master Loan and Security Agreement, dated as of May 15, 1998 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Existing Loan Agreement", and as amended hereby, the "Loan Agreement"),
between XXXXXXXX CAPITAL CORPORATION, a Georgia corporation (the "Borrower"),
and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, a New York Banking corporation
(the "Lender").
RECITALS
The Borrower has requested the Lender to agree to amend certain
provisions of the Existing Loan Agreement as set forth in this Amendment. The
Lender is willing to agree to such amendments, but only on the terms and
subject to the conditions set forth in this Amendment (unless otherwise defined
herein, terms defined in the Existing Loan Agreement are used herein as therein
defined).
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrower and the Lender hereby agree as follows:
SECTION 1
AMENDMENTS TO EXISTING LOAN AGREEMENT
1.1 Section 7.10 of the Existing Loan Agreement is hereby amended
by deleting Section (d) in its entirety and by replacing it with the following:
"(d) Maintenance of Liquidity. The Borrower shall at all times
maintain cash or cash equivalents acceptable to the Lender in an
amount not less than $5,000,000."
SECTION 2
EFFECTIVENESS
2.1 Effectiveness. This Amendment shall become effective upon
receipt by the Lender of evidence satisfactory to the Lender that this
Amendment has been duly executed and delivered by the Borrower and upon its
execution and delivery by the Lender.
SECTION 3
MISCELLANEOUS
3.1 No Other Amendments. Except as expressly amended hereby, the
Existing Loan Agreement and the other Loan Documents shall remain in full force
and effect in accordance with their respective terms, without any waiver,
amendment or modification of any provision thereof.
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3.2 Counterparts. This Amendment may be executed by one or more of
the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
3.3 Expenses. The Borrower agrees to pay and reimburse the Lender
for all of the out-of-pocket costs and expenses incurred by the Lender in
connection with the preparation, execution and delivery of this Amendment,
including, without limitation, the fees and disbursements of Cadwalader,
Xxxxxxxxxx & Xxxx, counsel to the Lender.
3.4 Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
In WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
XXXXXXXX CAPITAL CORPORATION
BY: /s/ XXXXXX GUBENHOFF
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Name: Xxxxxx Gubenhoff
Title: CFO
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Lender
By: Olive Bull
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Name: Olive Bull
Title: Vice President
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