SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Second Amendment to Loan and Security Agreement is made and
entered into as of the 5th day of November, 1996 by and among VALLEY SYSTEMS,
INC., a Delaware corporation, VALLEY SYSTEMS OF OHIO, INC., an Ohio corporation,
and BMW INDUSTRIAL SERVICES, INC., a Utah corporation (collectively, "Valley"),
and XXXXXXX INVESTMENT FUND, a Georgia general partnership ("RIF").
W I T N E S S E T H:
WHEREAS, Valley and RIF entered into that certain Loan and Security
Agreement dated as of June 29, 1994 and amended as of March 28, 1995 (the "Loan
Agreement") pursuant to which RIF agreed to lend up to $9,000,000 to Valley
pursuant to the terms and conditions set forth in the Loan Agreement:
WHEREAS, capitalized terms used herein and not otherwise defined shall
have the meaning ascribed to such terms in the Loan Agreement;
WHEREAS, the parties desire to amend the Loan Agreement to change the
expiration date of the Facility.
NOW, THEREFORE, for and in consideration of the premises, the mutual
promises hereinafter contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. The first line of Section 2.1(e) of the Loan Agreement is amended
by deleting the words "June 1, 1998" and inserting "July 31, 2000"
in lieu thereof.
2. The tenth line of Section 2.2(d) of the Loan Agreement is amended
by deleting the words "July 1, 1997" and inserting "July 31, 1999"
in lieu thereof, and the eleventh and twelfth lines of this
section are amended by deleting the words "July 1, 1998" and
inserting "July 31, 2000" in lieu thereof.
3. This Second Amendment may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same
instrument.
4. The Loan Agreement, as amended hereby, remains in full force and
effect in all other respects.
IN WITNESS WHEREOF, RIF and Valley have caused this Second Amendment to
be executed by their duly authorized officers as of the date first above
written.
VALLEY:
VALLEY SYSTEMS, INC.
BY: /s/ Xxxxxx X. Xxxxxx
Vice President
VALLEY SYSTEMS OF OHIO, INC.
BY: /s/ Xxxxxx X. Xxxxxx
Vice President
BMW INDUSTRIAL SERVICES, INC.
BY: /s/ Xxxxxx X. Xxxxxx
Vice President
RIF:
XXXXXXX INVESTMENT FUND
BY: /s/ Xxx X. Xxxxx
General Manager
