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Exhibit (4)(iii)
SECOND AMENDMENT TO SHORT TERM CREDIT AGREEMENT
THIS SECOND AMENDMENT TO SHORT TERM CREDIT AGREEMENT, dated as
of October 24, 1997 (this "Amendment"), by and between XXXXXXX-XXXXXX
CORPORATION, a Delaware corporation (the "Borrower"), the lenders parties hereto
from time to time (the "Lenders", as defined further below), and MELLON BANK,
N.A., a national banking association, as agent for the Lenders hereunder (in
such capacity, together with its successors in such capacity, the "Agent");
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agent are parties
to a Short Term Credit Agreement, dated as of October 29, 1994 (as amended, the
"Credit Agreement"), pursuant to which the Lenders have made Loans to the
Borrower; and
WHEREAS, the Borrower has requested the Lenders to extend the
Expiration Date to October 23, 1998; and
WHEREAS, the Lenders are willing to so extend the Expiration
Date upon the terms and conditions hereinafter set forth; and
WHEREAS, capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Extension of Expiration Date. The date "October 24, 1997"
appearing in the definition of the term "Expiration Date" in Section 1.01 of the
Credit Agreement is hereby amended to be "October 23, 1998".
2. Conditions Precedent. The effectiveness of this Amendment
is subject to the accuracy as of the date hereof of the representations and
warranties herein contained, to the performance by the Borrower of its
obligations to be performed hereunder on or before the date hereof and to the
satisfaction, on or before October 25, 1997 (the date of such satisfaction being
referred to herein as the "Effective Date"), of the following further conditions
precedent:
(a) Amendment. Each Lender shall have received a
counterpart of this Amendment, duly executed by the Borrower.
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(b) Representations and Warranties; Events of Default
and Potential Defaults. The representations and warranties
contained in Section 3 hereof shall be true and correct on and
as of the Effective Date with the same effect as though made
on and as of such date. On the Effective Date, no Event of
Default and no Potential Default shall have occurred and be
continuing or shall exist or shall occur or exist after giving
effect to this Amendment and the transactions contemplated
hereby. By execution of this Amendment, the Borrower certifies
to the Lenders that (a) the representations and warranties set
forth in Section 3 hereof are true and correct on and as of
such date and (b) on such date no Event of Default or
Potential Default has occurred and is continuing or exists or
will occur or exist after giving effect to this Amendment and
the transactions contemplated hereby.
3. Representations and Warranties. The Borrower hereby
represents and warrants to the Agent and the Lenders that the representations
and warranties set forth in the Credit Agreement, as amended by this Amendment,
are true and correct on and as of the date hereof as if made on and as of the
date hereof, and that no Event of Default or Potential Default has occurred and
is continuing or exists on and as of the date hereof; provided, however, that,
for purposes of the foregoing, all references in the Credit Agreement to "this
Agreement" shall be deemed to be references to this Amendment and the Credit
Agreement as amended by this Amendment.
4. Effectiveness of Amendment. This Amendment shall be
effective from and after the Effective Date upon satisfaction of the conditions
precedent referred to herein.
5. Effect of Amendment. The Credit Agreement, as amended by
this Amendment, is in all respects ratified, approved and confirmed and shall,
as so amended, remain in full force and effect.
6. Governing Law. This Amendment shall be deemed to be a
contract under the laws of the State of New York and for all purposes shall be
governed by and construed and enforced in accordance with the laws of said
State.
7. Counterparts. This Amendment may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
XXXXXXX-XXXXXX CORPORATION
By /s/ Xxxx Xxxxxxxx
-----------------------------
Title Treasurer
MELLON BANK, N.A., individually and
as Agent
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Title VP
PNC BANK, NATIONAL ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxx
------------------------------
Title Vice President
THE BANK OF NOVA SCOTIA
By /s/ Xxxxx X. Xxxxx
------------------------------
Title Sr. Relationship Manager
