FIRST AMENDMENT TO SECURITY AGREEMENT
This First Amendment to Security Agreement (the "Amendment") is made as of
this 30th day of November, 2000, to be effective as of September 30, 2000, by
and among ASCENT MANAGEMENT, INC. (the "Borrower"), and LASALLE BANK NATIONAL
ASSOCIATION (the "Bank").
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank are parties to that certain Security
Agreement, dated as of July 21, 1999 (the "Security Agreement); and
WHEREAS, the parties desire to amend the Security Agreement, as more fully
set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained
and other good and valuable consideration, the adequacy of which is hereby
acknowledged, and subject to the terms and conditions hereof, the parties hereto
agree as follows:
SECTION I. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
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shall have the meaning given to them in the Security Agreement.
SECTION II. AMENDMENTS TO SECURITY AGREEMENT.
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2.1 Section 8 of the Security Agreement is hereby amended by deleting the
reference to the amount of "$2,000,000" and inserting in its stead the amount of
"$2,500,000."
SECTION III. CONDITIONS PRECEDENT. The effectiveness of this Amendment is
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expressly conditioned upon satisfaction of the following conditions precedent:
3.1 The Bank shall have received copies of this Amendment duly executed by
the Borrower.
3.2 The Bank shall have received such other documents, certificates and
assurances as it shall reasonably request, all of which have been delivered on
or prior to the date hereof.
SECTION IV. REAFFIRMATION OF THE BORROWER. The Borrower hereby represents and
warrants to the Bank that (i) the warranties set forth in Section 7 of the
Security Agreement are true and correct on and as of the date hereof, except to
the extent (a) that any such warranties relate to a specific date, or (b)
changes thereto are a result of transactions for which the Bank has granted its
consent; (ii) the Borrower is on the date hereof in compliance with all of the
terms and provisions set forth in the Security Agreement as hereby amended; and
(iii) upon execution hereof no Event of Default has occurred and is continuing
or has not previously been waived.
SECTION V. FULL FORCE AND EFFECT. Except as herein amended, the Security
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Agreement shall remain in full force and effect.
SECTION VI. COUNTERPARTS. This Amendment may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
day and year specified above.
ASCENT MANAGEMENT, INC.
By: /s/Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman of the Board and CEO
LASALLE BANK NATIONAL ASSOCIATION
By: /s/Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
