EXHIBIT 10.20.17
Amendment to Intercreditor, Agency and Sharing Agreement
dated January 31, 1995
among the Registrant, NBD Bank, Principal Mutual Life Insurance Company
and NBD Bank as Agent for the Lenders
AMENDMENT TO INTERCREDITOR,
AGENCY AND SHARING AGREEMENT
THIS AMENDMENT, dated as of January 31, 1995 (this "Amendment"), among
Hurco Companies, Inc. (the "Company"), NBD Bank (formerly known as NBD Bank,
N.A.), a Michigan banking corporation ("NBD"), and Principal Mutual Life
Insurance Company, an Iowa corporation ("PML" and, collectively with NBD, the
"Lenders"), and NBD as Agent for the Lenders (in such capacity, the "Agent").
R E C I T A L S
A. The parties hereto have entered into an Intercreditor, Agency and
Sharing Agreement dated as of March 24, 1994 (the "Intercreditor Agreement"),
which is in full force and effect.
B. In connection with amending certain credit facilities described in
the Intercreditor Agreement, including entering into a First Amendment to Credit
Agreement between the Company and NBD, a letter agreement among Hurco Europe
Limited, Hurco GmbH Werkzeugmaschinen CIM-Baustein Vertrieb und Service, and
NBD, a Second Amended and Restated NBD Term Note executed by Hurco in favor of
NBD, and an Amendment and Notes Modification Agreement between Hurco and PML
(such amending documents and all related documents collectively referred to as
the "Amending Documents"), the Company desires to amend the Intercreditor
Agreement as herein provided, and the Lenders are willing to so amend the
Intercreditor Agreement on the terms and conditions set forth herein.
A G R E E M E N T
Based upon these recitals, the parties agree as follows:
1. AMENDMENT. The definition of "Automatic Termination Date" is amended to
read as follows:
"'AUTOMATIC TERMINATION DATE' means February 1, 1996."
2. CONSENT OF LENDERS. Each of the Lenders consents to the other Lender
entering into each of the Amending Documents to which it is a party, contingent
upon all of the Amending Documents being executed by each party thereto and
becoming effective in accordance with their terms. Each of the Lenders and the
Company agrees to take all actions necessary or appropriate to enter into or
cause their respective affiliates to enter into the Amending Documents to which
they are respectively a party.
3. MISCELLANEOUS. The terms used but not defined herein shall have the
respective meanings ascribed thereto in the Intercreditor Agreement. Except as
expressly amended hereby, the Intercreditor Agreement and all other documents
issued under or with respect thereto are hereby ratified and confirmed by the
Lenders, the Agent, and the Company and shall remain in full force and effect,
and the Company hereby acknowledges that it has no defense, offset or
counterclaim with respect thereto.
4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.
5. EXPENSES. The Company agrees to pay and save the Agent and the Lenders
harmless from liability for all costs and expenses of the Lenders and the Agent
arising in respect of this Amendment, including the reasonable fees and expenses
of Dickinson, Wright, Moon, Van Dusen & Xxxxxxx, counsel to the Agent, in
connection with preparing and reviewing this Amendment and any related
agreements and documents.
6. GOVERNING LAW. This Amendment is a contract made under, and shall be
governed by and construed in accordance with, the laws of the State of Michigan
applicable to contracts made and to be performed entirely within such state and
without giving effect to the choice law principles of such state.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the date first written above.
HURCO COMPANIES, INC.
By: /S/XXXXX X. XXXX
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Xxxxx X. Xxxx
Its: Senior Vice President
and Chief Financial Officer
NBD BANK (formerly known as PRINCIPAL MUTUAL LIFE
NBD Bank, N.A.) INSURANCE COMPANY
By: /S/XXXXXX X. XXXXX By: /S/XXXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxx Its: Counsel
Its: Second Vice President
And by: /S/XXXXXXXXXXX XXXXXXXXX
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Its: Counsel
