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EXHIBIT 10.2
FIRST
SECURITY
BANK MODIFICATION AGREEMENT
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PRINCIPAL LOAN DATE MATURITY LOAN NO CALL COLLATERAL ACCOUNT OFFICER INITIALS
$2,000,000.00 12-24-1997 9001 0023791 68073
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References in the shaded area are for Lender's use only and do not limit the applicability of this document
to any particular loan or item.
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Borrower: Xxxxxxx Communications Corporation Lender: First Security Bank, N.A.
0000 Xxxxxxxx Xxx Xxxxxxxxxx Xxxxxxx
Xxxx Xxxx Xxxx, XX 00000 15 East 000 Xxxxx
0xx Xxxxx
Xxxx Xxxx Xxxx, XX 00000
*FMODA*
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First Security Bank, N.A. ("Lender") has extended credit (the "Loan") to Xxxxxxx
Communications Corporation (individually and collectively "Borrower") pursuant
to a promissory note dated October 24, 1996 (the "Note") in the stated principal
amount of $2,000,000.00. The Loan is secured by security agreements, trust
deeds, mortgages, lien instruments, and/or other collateral documents (the
"Collateral Documents").
The Note and any loan agreements, guaranties, subordinations, Collateral
Documents, and other instruments and documents executed in connection therewith,
together with any previous modifications and any of these instruments or
documents, shall be referred to as the "Loan Documents."
Borrower has requested certain modifications to the Loan Documents and Lender is
willing to grant such modifications on the following terms and conditions:
1. Provided that all conditions stated herein are satisfied, the terms of
the Loan Documents are hereby modified as follows:
MODIFICATIONS TO THE TERMS OF THE NOTE:
The maturity date of the Note is extended to December 24, 1998.
This Agreement does not constitute a repayment of extinguishment of the
Note, but only a modification thereof.
2. As preconditions to the terms of this agreement, Borrower shall complete
or provide the following:
Borrower shall pay or shall have paid all reasonable fees, costs and
expenses, of whatever kind or nature, incurred by Lender in connection
with this Agreement, including but not limited to attorney's fees, lien
search fees, title reports and policies, and recording and filing fees.
Borrower shall pay a loan fee of 0.25% of the commitment amount
($5,000.00) upon execution of this Modification Agreement.
3. It is the intention and agreement of Borrower and Lender that: (i) all
collateral security in which Lender has acquired a security interest or
other lien pursuant to the Loan Documents shall continue to serve as
collateral security for payment and performance of all the obligations of
the Borrower under the Loan Documents, and (ii) all agreements,
representations, warranties, and covenants contained in the Loan
Documents are hereby reaffirmed in full by Borrower except as
specifically modified by this Agreement.
4. Borrower hereby acknowledges that: (i) the Loan Documents are in full
force and effect, as modified by this Agreement, and (ii) by entering
into this Agreement, Lender does not waive any existing default or any
default hereafter occurring or become obligated to waive any condition or
obligation under the Loan Documents.
5. Borrower hereby acknowledges that Borrower has no claim, demand, lawsuit,
cause of action, claim for relief, remedy, or defense against enforcement
of the Loan Documents that could be asserted against Lender, its
affiliates, directors, officers, employees, or agents, whether known or
unknown, for acts, failures to act (whether such act or failure to act is
intentional or negligent), representations, commitments, statements or
warranties, including without limitation any such conduct arising out of
or in any way connected with the Loan Documents. Notwithstanding the
foregoing, Borrower hereby waives, releases, and relinquishes any and all
claims, demands, lawsuits, causes of action, claims for relief, remedies,
or defenses against enforcement of the Loan Documents that could be
asserted against Lender, its affiliates, directors, officers, employees,
or agents, whether known or unknown.
6. In addition to this Agreement, the Loan Documents, and any additional
documents that this Agreement requires, this finance transaction may
include other written closing documentation such as resolutions, waivers,
certificates, financing statements, filings, statements, closing or
escrow instructions, loan purpose statements, and other documents that
Lender may customarily use in such transactions. Such documents are
incorporated herein by this reference. All the documents to which this
paragraph makes reference express, embody, and supersede any previous
understandings, agreements, or promises (whether oral or written) with
respect to this finance transaction, and represent the final expression
of the agreement between Lender and Borrower, the terms and conditions of
which cannot hereafter be contradicted by any oral understand (if any)
not reduced to writing and identified above.
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FINAL AGREEMENT. Borrower understands that the loan documents signed in
connection with this loan are the final expression of the agreement between
Lender and Borrower and may not be contradicted by evidence of any alleged oral
agreement.
Effective as of December 24, 1997.
LENDER:
First Security Bank, N.A.
By:
Authorized Officer
BORROWER:
Xxxxxxx Communications Corporation
By: /s/ Xxxxx Xxxxxx
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XXXXX XXXXXX, SECRETARY
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