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EXHIBIT 10.35
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT dated as of September 25th,
2000, is made and entered into by and between XXXXX XXXXXX INCORPORATED, a
Delaware corporation (the "Company"), and the undersigned bank (the "Bank").
WITNESSETH
WHEREAS, the Company and the Bank have entered into that certain Credit
Agreement dated as of October 1, 1998 with an initial term of 364 days, as
amended by the First Amendment to Credit Agreement dated as of September 28th,
1999 between the Company and the Bank for a subsequent 364-day term (the
"Credit Agreement"); and
WHEREAS, the Company and the Bank desire to amend the Credit Agreement as
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Company and the Bank agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. Section 2.04(c) (Facility and
Origination Fees) of the Credit Agreement is amended to read as
follows:
"(c) Up Front Fee. If the Bank consents to the Company's Extension
Request delivered in summer 2000 pursuant to Section 3.01(h), then the
Company agrees to pay the Bank a one-time fee, in Dollars, equal to
.03% of the Commitment Limit, no later than October 15, 2000."
2. AMENDMENTS TO CREDIT AGREEMENT. This Amendment shall be deemed to be an
amendment to the Credit Agreement, and the Credit Agreement, as amended
hereby, is hereby ratified, approved and confirmed in each and every
respect. All references to the Credit Agreement in the Credit Agreement
shall hereafter be deemed to refer to the Credit Agreement, as amended
hereby.
3. DEFINED TERMS. Terms used but not defined herein when defined in the
Credit Agreement shall have the same meanings herein unless the context
otherwise requires.
4. APPLICABLE LAWS. This Amendment shall be governed by and construed in
accordance with the laws of the State of Texas, United States of
America.
5. COUNTERPARTS. This Amendment may be separately executed (including
execution by delivery of a facsimile or telecopied signature) in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to
constitute one and the same Amendment.
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6. SEVERABILITY. If any term or provision of this Amendment shall be
determined to be illegal or unenforceable, all other terms and
provisions of those documents shall nevertheless remain effective and
shall be enforced to the fullest extent permitted by applicable law.
7. HEADINGS. Section headings used in this Amendment are for reference
only and shall not affect the construction of this Amendment.
8. FINAL AGREEMENT. THIS AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT,
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the Company and the Bank have caused this Amendment
to be duly executed as of the day and year first above written.
COMPANY:
XXXXX XXXXXX INCORPORATED
By: /s/ H. XXXX XXXXXX
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H. Xxxx Xxxxxx
Assistant Treasurer
BANK:
By: /s/ XXXX X. XXXX
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Name: Xxxx X. Xxxx
Title: Managing Director
