Exhibit 10.7
March 11, 1998
Xxxxxxx X. Xxxxxxx
c/o Stanwich Partners, Inc.
One Stamford Landing
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Xxxx X. Xxxxx
c/o Stanwich Partners, Inc.
One Stamford Landing
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Banc One Capital Partners Corporation
000 X. Xxx Xxxxxx
Xxxxxxxx, Xxxx 00000
PNC Capital Corp.
3100 CNG Tower
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Re: Amendment to Intercreditor Agreement ("Amendment")
Gentlemen:
Reference is made to the Intercreditor Agreement made as of October 23,
1995 between The CIT Group/Business Credit, Inc. ("CIT"), a financial
institution, Xxxxxxx X. Xxxxxxx, Xx. ("Xxxxxxx"), Xxxx X. Xxxxx ("Xxxxx"), Banc
One Capital Partners Corporation, a Texas Corporation, ("Bank One") and PNC
Capital Corp., a Delaware corporation ("PNC"), as amended (the "Intercreditor
Agreement"). Capitalized terms used in this letter and defined in the
Intercreditor
Agreement shall have the same meanings in this letter as in the Intercreditor
Agreement unless otherwise specifically defined in this letter.
Each of the undersigned hereby agree that Paragraph A of the Introduction
to the Intercreditor Agreement is amended in full to read:
"X. XxXXXXX XXXXXXX, INC. (the "Borrower") is indebted to CIT and BNY
Financial Corporation and their respective successors in interest and
assigns (referred to herein collectively as the "Senior Debt Holder") in
the original principal amount of up to $40,000,000 (together with all other
indebtedness, liabilities and obligations of the Borrower to any Senior
Debt Holder under the Financing Agreement hereinafter referred to, the
"Senior Indebtedness"), as evidenced by, among other things, an Amended and
Restated Financing and Security Agreement between CIT and the Borrower
dated January 17, 1997 (as amended and as it may be amended in the future,
the "Financing Agreement"), the Borrower's $30,000,000 revolving credit
promissory notes and the Borrower's $7,600,000 term loan promissory notes
(collectively and as amended and assigned and as they may be amended and
assigned, the "Senior Notes"). All documents and agreements delivered
pursuant to or in connection with the Senior Indebtedness are herein
referred to as the "Senior Financing Documents"."
In addition, each of the undersigned hereby agrees that CIT executed the
Intercreditor Agreement for itself and as Agent for each Senior Debt Holder and
all Senior Debt Holders are entitled to rely on the terms of the Intercreditor
Agreement.
This Amendment shall become effective on the date when the Borrower,
Bradley, Poole, Banc One, PNC and CIT shall have executed and delivered this
Amendment.
This Amendment may be executed in counterparts.
The execution and delivery of this Amendment shall not, except as
specifically provided above, constitute a waiver of any right, power or remedy
of any Senior Debt Holder under the Intercreditor Agreement or any other
document
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related thereto and the Intercreditor Agreement and each other document related
thereto shall remain in full force and effect and are hereby ratified and
confirmed.
Very truly yours,
THE CIT GROUP/BUSINESS
CREDIT, INC.
By /s/ Xxxxxx Xxxxxxxxxx
---------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Assistant Secretary
Agreed and Accepted:
XXXXXXX X. XXXXXXX
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Name:
XXXX X. XXXXX
By /s/ Xxxx X. Xxxxx
--------------------
Name:
BANC ONE CAPITAL PARTNERS
By /s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
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PNC CAPITAL CORP.
By: /s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
and Principle
XxXXXXX-XXXXXXX, INC.
By /s/ WO Xxxxxx
---------------------------
Name: WO XXXXXX
Title: PRESIDENT
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