Exhibit (4)(c)(17)
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September 29, 2000
Xx. Xxxx X. Xxxxxxxx
X.X. Xxxxxx Company
000 X. Xxxxx Xxxxx
Xxxxxxxx, XX 00000
RE: FORBEARANCE AGREEMENT REGARDING CREDIT AGREEMENT BY AND BETWEEN
X.X. XXXXXX COMPANY (THE "COMPANY") AND MELLON BANK, N.A. ("MELLON")
DATED AUGUST 15, 1995, AS AMENDED (THE "CREDIT AGREEMENT")
Dear Xx. Xxxxxxxx:
Unless otherwise defined therein, the capitalized terms used in this
letter shall have the meanings specified in the Credit Agreement.
The Company has violated certain terms and provisions of the Credit
Agreement, as more particularly described in Exhibit A hereto (each an
"Event of Default" and together the "Events of Default").
Notwithstanding the continuance of these Events of Default described
above, Mellon is willing to forbear from exercising its rights and remedies
under the Loan Documents, but only under the terms and conditions of this
Agreement.
Therefore, intending to be legally bound, Mellon and the Company hereby
agree as follows:
1. The Company acknowledges and agrees that the Events of Default have
occurred and are continuing under the Credit Agreement. The Events of Defaults
entitle Mellon to exercise all of its rights and remedies under the Loan
Documents.
2. During the period (the "Forbearance Period") commencing on the date of
this letter and ending on the earlier to occur of (a) October 31, 2000, or
(b) the date that any Forbearance Default (as hereinafter defined) shall occur,
Mellon agrees that it will forbear in the exercise of its rights and remedies
under the Loan Documents.
3. Each of the following shall constitute a "Forbearance Default" under
this Agreement: (a) the occurrence of any default or event of default (other
than the Events of Default described in Exhibit A) under any of the Loan
Documents; or (b) the Company shall fail to keep or observe any of the
covenants or agreements contained in this Agreement; of (c) any representation
or warranty of the Company contained in this Agreement shall be false,
incorrect or misleading in any material respect.
4. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania.
This forbearance agreement shall become effective upon receipt by Mellon
of a forbearance fee in the amount of $5,000, payable in immediately available
funds.
Mellon hereby reserves all of its rights and remedies under the Loan
Documents, whether at law or in equity.
Sincerely,
XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Vice President
Acknowledged and Agreed
as of the date
first above-written:
X.X. XXXXXX COMPANY
By: XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
President
