EXHIBIT 10.3
SECOND AMENDMENT
SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
September 3, 1998, among XXXX CORP. (the "Company"), XXXX RENTAL, INC. ("Xxxx
Rental"), XXXX MACHINERY, INC. ("Xxxx Machinery", and together with the Company
and Xxxx Rental, the "Borrowers", and each a "Borrower"), the lenders party to
the Credit Agreement referred to below (the "Lenders"), and Bankers Trust
Company, as Agent (the "Agent"). All capitalized terms used herein and not
otherwise defined herein shall have the respective meanings provided such terms
in the Credit Agreement.
WITNESSETH:
WHEREAS, the Borrowers, the Lenders, and the Agent are party to a
Credit Agreement, dated as of May 1, 1998 (as amended, modified or supplemented
to, but not including, the date hereof, the "Credit Agreement"); and
WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto agree as follows;
NOW, THEREFORE, it is agreed:
1. Section 13.17 of the Credit Agreement is hereby amended by deleting
the reference to the amount "$20,000,000" appearing therein and inserting the
amount "$5,000,000" in lieu thereof.
2. In order to induce the Lenders to enter into this Amendment, each
Borrower hereby represents and warrants that (i) no Default or Event of Default
exists as of the Amendment Effective Date (as defined below), both before and
after giving effect to this Amendment and (ii) on the Amendment Effective Date,
both before and after giving effect to this Amendment, all representations and
warranties contained in the Credit Agreement and in the other Credit Documents
are true and correct in all material respects.
3. This Amendment shall become effective on the date (the "Amendment
Effective Date") when each Borrower and the Required Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same to the Agent at
the Notice Office.
4. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
5. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with each Borrower and the Agent.
6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date hereof.
XXXX CORP.
By /s/ XXXXXX BUIMI
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Title: Chief Financial Officer
XXXX RENTAL, INC.
By /s/ XXXXXX BUIMI
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Title: Chief Financial Officer
XXXX MACHINERY, INC.
By /s/ XXXXXX BUIMI
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Title: Chief Financial Officer
BANKERS TRUST COMPANY, Individually
and as Agent
By
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Title:
DEUTSCHE FINANCIAL SERVICES
By
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Title:
TRANSAMERICA BUSINESS CREDIT CORPORATION
By /s/ XXXXX XXXXXXXX
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Title: Senior Vice President
LASALLE BUSINESS CREDIT, INC.
By
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Title:
CIT GROUP/BUSINESS CREDIT, INC.
By
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Title:
IBJ XXXXXXXX BUSINESS CREDIT CORPORATION
By
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Title:
NATIONAL BANK OF CANADA
By
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Title:
SUMMIT BANK
By
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Title:
FIRST UNION NATIONAL BANK
By
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Title:
UNION BANK OF CALIFORNIA N.A.
By /s/ XXXX XXXXX
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Title: Assistant Vice President
BANK ATLANTIC
By /s/ [ILLEGIBLE]
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Title:
BNY FINANCIAL CORPORATION
By /s/ XXXX XXXXXXX
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Title: Vice President
FLEET NATIONAL BANK
By /s/ [ILLEGIBLE]
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Title: Vice President
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By: /s/ XXXXXX XXXXXXXX
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Title: Vice President
