EXHIBIT 10.1(b)
AMENDMENT, made as of the 26th day of May 1998, by and between PROVIDENCE
AND WORCESTER RAILROAD COMPANY, a Massachusetts corporation, (the "Company") and
MASSACHUSETTS CAPITAL RESOURCES COMPANY ("MCRC").
WHEREAS, the Company and MCRC have entered into a certain Secured
Subordinated Note and Warrant Purchase Agreement, dated as of December 19, 1995,
(the "Purchase Agreement") pursuant to which the Company issued and sold to MCRC
its Secured Subordinated Notes, due December 31, 2005, in the original aggregate
principal amount of $5,000,000 and Common Stock Purchase Warrants exercisable
for 200,000 shares of the Company's Common Stock; and
WHEREAS, the Company has requested that MCRC amend certain portions of the
Purchase Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto do hereby agree with each other as follows:
1. Clause (v) of Section 4.02(f) of the Purchase Agreement is hereby
amended in its entirely to read as follows:
"(v) other loans, advances and investments; provided that the aggregate
amount of all such other loans, advances and investments does not exceed,
at any one time outstanding, ten percent (10%) of the Consolidated Net
Worth of the Company as of the end of its then most recent fiscal quarter;
and
2. Clause (iii) of Section 4.02(g) of the Purchase Agreement is hereby
amended in its entirety to read as follows:
(iii) making cash distributions to its stockholders, or"
3. MCRC hereby releases any and all security interest which it may have
had under that certain Security Agreement, dated December 19, 1995 from the
Company and MCRC and the Company hereby agree that said Security Agreement is
hereby terminated and of no further force or effect.
4. The Company represents and warrants to MCRC that, as of the date
hereof, there exists no Event of Default (as that term is defined in the
Purchase Agreement) nor any event which, but for the requirement that notice be
given or time elapse or both, would constitute an Event of Default under the
Purchase Agreement.
5. This Amendment shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts and shall have the effect of a
sealed instrument.
6. The Purchase Agreement, as herein amended, is hereby ratified and
confirmed.
7. The Company agrees to promptly pay the reasonable fees and out-of-
pocket expenses of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel for MCRC, in
connection with this Amendment.
8. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument and either of
the parties hereby may execute this Amendment by signing any such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment as of the
date first above written.
PROVIDENCE AND WORCESTER RAILROAD COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
MASSACHUSETTS CAPITAL RESOURCE COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Senior Vice President
