SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second
Amendment") is made and entered into effective as of the 24th day
of June, 1997, by and between XXXXXXX RESEARCH CORPORATION, a
Delaware corporation ("Borrower"), SOUTHTRUST BANK, NATIONAL
ASSOCIATION, a national banking association f/k/a SouthTrust Bank
of Alabama, National Association ("SouthTrust"), REGIONS BANK, an
Alabama state banking corporation f/kla First Alabama Bank
("Regions"), and CORESTATES BANK, N.A., a national banking
association ("Corestates")(SouthTrust, Regions, and Corestates
being collectively referred to herein as the "Banks").
RECITALS:
A. Borrower and Banks are parties to that certain Credit
Agreement dated August 16, 1995, as amended by that certain First
Amendment to Credit Agreement dated March 31, 1997 (as amended,
the "Credit Agreement") pursuant to which Banks have made a
$73,500,000 line of credit loan to the Bon-ower. Capitalized
terms used herein shall have the meanings ascribed to such terms
in the Credit Agreement.
B. Borrower has requested that the Commitment Termination
Date be extended to September 30, 1997, and as a condition to
such extension, Banks have required the execution of this Second
Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals,
and other good and valuable consideration, the receipt and
aufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Article I of the Credit Agreement is hereby amended by
deleting the definition of "Commitment Termination Date" in its
entirety and by inserting in lieu thereof the following
definition:
"Commitment Termination Date" means the first to occur
of (1) September 30, 1997, or such later date as Borrower
and Banks may agree upon in writing pursuant to Section 2.11
hereof, it being agreed that Banks shall have no obligation
to extend the Commitment Termination Date, or (2) the date
that Banks, by reason of an Event of Default, suspend the
making of further Advances.
2. No right of Banks with respect to the Credit Agreement or
any of the other Loan Documents are or will be in any manner
released, destroyed, diminished, or other`Nise adversely aff~cted
by this Second Amendment.
3. Except as hereby expressly mod)fied and amended, the
Credit Agreement shall remain in full force and effect, and the
Credit Agreement, as amended, is hereby rat)fied and affirmed in
all respects. Borrower confirms that it has no defenses or
setoffs with respect to its obligations pursuant to the Credit
Agreement as amended hereby.
4. Borrower represents and warrants to Banks that all
representations and warranties contained in the Credit Agreement
are true and correct as of the date hereof, and no Event of
Default or Potential Default has occurred or exists.
5. All references to the Credit Agreement in any of the
other Loan Documents shall be deemed to refer, from and afiter
the date hereof, to the Credit Agreement as amended hereby.
6. This Second Amendment shall inure to the benefit of and
be binding upon the parties hereto, and their respective
successors and assignors.
7. This Second Amendment may be executed in counterparts,
each of which shall constitute an original, but all of which when
taken together shall constitute one and the same instrument.
8. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER
HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM,
COUNTERCLAIM, SETOFF, DEMAND, ACTION OR CAUSE OF ACTION (I)
ARISING OUT OF OR IN ANY WAY PERTAINING OR RELATING TO THIS
SECOND AMENDMENT, THE CREDIT AGREEMENT, OR THE OTHER LOAN
DOCUMENTS, OR (II) IN ANY WAY CONNECTED WITH OR PERTAINING OR
RELATED TO OR INCIDENTAL TO ANY DEALINGS OF THE PARTIES HERETO
WITH RESPECT TO THE FOREGOING OR IN CONNECTION WITH THE
TRANSACTIONS RELATED THERETO OR CONTEMPLATED THEREBY OR THE
EXERCISE OF ANY PARTY'S RIGHTS AND REMEDIES THEREUNDER, IN ALL OF
THE FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. BORROWER
AGREES THAT BANKS MAY FILE A COPY OF THIS SECTION WITH ANY COURT
AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED
AGREEMENT OF BORROWER IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY
JURY, AND THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY
DISPUTE OR CONTROVERSY WHATSOEVER BETWEEN BORROWER AND BANKS
SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A
JUDGE SITTING WITHOUT A JURY.
IN WITNESS WHEREOF, the parties have caused this Second Amendment
to be properly executed and delivered by their duly authorized
officers to be effective as of the day and year first above written.
XXXXXXX RESEARCH CORPORATION,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
-------------------------
Its: Chief Financial Officer
SOUTHTRUST BANK, NATIONAL ASSOCIATION,
a national banking association
By: /s/ Xxxxx Xxxxxx
--------------------------
Its: Assistant Vice President
REGIONS BANK, an Alabama state banking
corporation f/k/a First Alabama Bank
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Its: Vice President
CORESTATES BANK, N.A.,
a national banking association
By: /s/ Xxxxx Leaf
---------------------------
Its: Vice President
STATE OF ALABAMA )
COUNTY OF Madison )
I, the undersigned, a Notary Public in and for said County,
in said State, hereby certify that Xxxxx X. Xxxxxxx , whose name
as Chief Financial Officer of Xxxxxxx Research Corporation, a
Delaware corporation, is signed to the foregoing instrument, and
who is known to me, acknowledged before me on this day that,
being informed of the contents of the instrument, _he, as such
officer, executed the same voluntarily and with full authority
for and as the act of said corporation.
Given under my hand and official seal this the 24th day of
June, 1997.
/s/ Xxxxxx X. Xxxx
----------------
Notary Public
My Commission Expires:
My Commission Expires: 0-0-00
XXXXX XX XXXXXXX )
COUNTY OF Jefferson)
I, the undersigned, a Notary Public in and for said County,
in said State, hereby certify that Xxxxx Xxxxxx, whose name as
Assistant Vice President of SouthTrust Bank, National
Association, a national banking association f/k/a SouthTrust Bank
of Alabama, National Association, is signed to the foregoing
instrument, and who is known to me, acknowledged before me on
this day that, being informed of the contents of the instrument,
he, as such officer, executed the same voluntarily and with full
authority for and as the act of said association.
Given under my hand and official seal this the 1 day of
July, 1997.
/s/ Xxxxxxx Xxxxxx
---------------------
Notary Public
My Commission Expires:
My Commission Expires February 19,2001
STATE OF ALABAMA )
COUNTY OF Madison )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that Xxxxxxx X. Xxxxxx, whose name as Vice
President of Regions Bank, an Alabama state banking corporation f/k/a
First Alabama Bank, is signed to the foregoing instrument, and who
is known to me, acknowledged before me on this day that, being informed
of the contents of the instrument, _he, as such office, executed the same
voluntary and with full authority for and as the act of said corporation.
Given under my hand and official seal this the 27th day of June, 1997.
/s/ Xxxxx Xxxxxxx
------------------
Notary Public
My Commission Expires:
My Commission Expires 00-00-00
XXXXX XX XXXXXXXXXXXX )
COUNTY OF Philadelphia)
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that Xxxxx Leaf, whose name as Vice President of
Corestates Bank, N.A., a national banking association, is signed to the
foregoing instrument, and who is known to me, acknowledged before me on
this day that, being informed of the contents of the instrument, _he, as
such officer, executed the same voluntarily and with full authority for
and as the act of said association.
Given under my hand and official seal this the 26th day of June, 1997.
/s/ Xxxxxx X. Xxxxx
------------------
Notary Public
My Commission Expires:
Nov. 15, 1999
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