AMENDMENT TO SECURITY AGREEMENT NO. 001
AMENDMENT dated as of December 28, 1995 by and among LYON CREDIT
CORPORATION ("Secured Party"), AMERICAN NETWORK EXCHANGE, INC. ("ANEI") and
CRESCENT PUBLIC COMMUNICATIONS INC. ("Crescent" and with ANEI, collectively,
"Borrower").
RECITALS
WHEREAS, the undersigned are parties to a certain Security Agreement
No. 001 dated as of October 4, 1995 (the "Security Agreement"), pursuant to
which, among other things, subject to the terms thereof, the Borrower granted to
the Secured Party a first security interest in the Collateral (as such term is
defined in the Security Agreement) for purposes of securing payment on each
promissory note made by the Borrower in favor of the Secured Party and all other
indebtedness of the Borrower to the Secured Party; and
WHEREAS, simultaneously herewith, the Borrower is executing a new
promissory note in favor of the Secured Party, and in connection therewith, the
undersigned desire to amend the Security Agreement in accordance with clause (d)
of Section 22 thereof, in order to incorporate into the Security Agreement
certain new provisions relating thereto.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the undersigned hereby agree as follows:
1. Except as otherwise provided herein, all capitalized terms used
herein without definition shall have the meanings ascribed to them in the
Security Agreement.
2. The original listing of Collateral ("Original List") comprising
Schedule A attached to Schedule No. 1 to the Security Agreement ("Schedule 1")
is hereby deleted in its entirety and the new listing of Collateral ("New List")
comprising Schedule A attached to Schedule No. 2 to the Security Agreement
("Schedule 2") is substituted therefor. It is understood and agreed that the New
List shall serve to collateralize both Schedule 1 and Schedule 2, each of which,
as amended hereby, shall remain in full force and effect.
3. The first sentence of Section 5 of the Security Agreement is hereby
amended to read in its entirety as follows:
Borrower shall keep the Collateral free and clear from all
liens, charges, encumbrances and security interests of any
kind ("Liens"), except for (i) the Lien of Secured Party, as
provided in this Security Agreement, (ii) Liens for taxes
either not yet due or being contested by Crescent in good
faith with due diligence and by appropriate proceedings, so
long as such proceedings do not, in the opinion of Secured
Party, involve any material danger of sale, forfeiture or loss
of Collateral or any part thereof or title thereto or interest
therein, (iii) inchoate materialmen's, mechanics', workmen's,
repairmen's, employees', carriers', warehousemen's or other
like Liens arising in the ordinary course of business of
Crescent and not delinquent and Crescent shall be maintaining
adequate reserves therefor and (iv) in the absence of any
Event of Default hereunder, any Lien of any third party,
provided, that (A) Secured Party retains a perfected first
priority security interest in at least 1866 Items of
Collateral and (B) each of the Contracts related to such
Items has a term which extends at least to the maturity of the
Note.
4. The references to "1500" appearing in clause (a) of Section 6,
clause (a) of Section 9, and clause (x) of Section 17 of the Security Agreement
are hereby amended to read "1866".
5. The Security Agreement is hereby amended by deleting Section 21
thereof in its entirety and renumbering the remaining Section 22 of the Security
Agreement as Section 21.
6. Except as expressly amended herein, the terms and conditions of the
Security Agreement shall remain in full force and effect without waiver or
modification of the rights of any party thereto.
7. This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts each of which, when so
executed and delivered, shall be an original, and all such counterparts shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed on its behalf by an officer thereunto duly authorized
as of the date first above written.
Borrower:
CRESCENT PUBLIC COMMUNICATIONS INC.
By:/s/
Name: Xxxxxxx X. Xxxxxx
Title: Chairman
Borrower:
AMERICAN NETWORK EXCHANGE, INC.
By: /s/
Name: Xxxxxxx X. Xxxxxx
Title: Chairman
Secured Party:
LYON CREDIT CORPORATION
By: /s/
Name: X.X. Xxxxxx
Title: Asst. V.P.
