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EXHIBIT 10.3
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FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, made and entered into as of
May 17, 1995, but effective as of March 1, 1995, (the "Effective Date"), among
XXXXXXX INDUSTRIES INC., a Delaware corporation ("Borrower"), BANK SOUTH, N.A.,
DEPOSIT GUARANTY NATIONAL BANK, and HIBERNIA NATIONAL BANK (collectively, the
"Lenders"), a BANK SOUTH, N.A., in its capacity as the Agent for the Lenders
("Agent").
WITNESSETH:
WHEREAS, the Agent and the Lenders have provided Borrower with a total
of $40,000,000 in loan and letter of credit facilities pursuant to a certain
Credit Agreement (the "Credit Agreement"), dated as of August 17, 1994; and
WHEREAS, the Borrower has requested that the Agent and the Lenders
agree to amend certain terms and provisions of the Credit Agreement and to
waive any Default or Event of Default occasioned by any nonconformance with
said provisions prior to the time of this amendment, in accordance with Section
11.07 of the Credit Agreement; and
WHEREAS, the Agent and the Lenders are willing so to amend the Credit
Agreement upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Section 1.02 of the Credit Agreement is hereby amended by deleting
therefrom the parenthetical clause following the word "thereto" beginning in the
ninth line thereof.
2. Section 8.05 of the Credit Agreement is hereby amended by deleting
the amount "$3,500,000" where it occurs in the final proviso of said Section
8.05 and substituting for such amount the amount of "$6,000,000".
3. The Agent and the Lenders hereby fully, finally and forever waive
any Default or Event of Default which may have been occasioned by the
nonconformance, if any, by Borrower with any of the provisions amended hereby
prior to the Effective Date.
4. All terms and conditions of the Credit Agreement not amended hereby
shall continue in full force and effect. All subsequent references to the
Credit Agreement contained in any of the Credit Documents shall be deemed to
refer to the Credit Agreement as amended hereby. All capitalized terms used
herein but not otherwise defined herein shall have the meanings ascribed to
such terms in the Credit Agreement.
5. Borrower hereby represents and warrants that, as of the date
hereof, giving effect to the amendments contained herein, no Default or Event
of Default exists.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in their behalf as of the date first above stated.
BORROWER:
(CORPORATE SEAL) XXXXXXX INDUSTRIES, INC.
Attest: By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Senior Vice
/s/ Xxxxxxx X. Xxxxxxx President and Chief Financial
-------------------------- Officer
Title: Assistant Secretary
LENDERS:
BANK SOUTH, N.A.
By: /s/ X. Xxxxxxxx Rison, Jr.
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Title: CBO
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DEPOSIT GUARANTY NATIONAL
BANK
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
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HIBERNIA NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx
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Title: Banking Officer
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AGENT:
BANK SOUTH, N.A., as Agent
By: /s/ X. Xxxxxxxx Xxxxx, Jr.
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Title: CBO
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