EXHIBIT 10.51
AMENDMENT NO. 2
TO
REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 2, dated as of August 11, 1999 (the "Second Amendment"), to the
Revolving Credit Agreement, dated as of November 20, 1998 (as amended by
Amendment No. 1, dated as of March 22, 1999, the "Revolving Credit Agreement"),
between XXXXXX XXXXXX, INC., a Delaware corporation (the "Borrower"), THE
LENDERS FROM TIME TO TIME A PARTY THERETO (the "Lenders") and BANK OF AMERICA,
N.A. d/b/a NationsBank, N.A., successor to NationsBank, N.A., in its separate
capacity as agent (the "Agent"). Capitalized terms used herein without
definition shall have the respective meanings specified in the Revolving Credit
Agreement.
W I T N E S S E T H
WHEREAS, pursuant to the Revolving Credit Agreement, the Lenders have provided
to the Borrower a revolving credit facility, and have agreed to issue standby
letters of credit, all upon the terms and conditions specified in the Revolving
Credit Agreement;
WHEREAS, the Borrower has requested a modification to one or more terms of the
Revolving Credit Agreement, and the Lenders are willing to make such
modifications;
WHEREAS, upon the terms and subject to the conditions contained herein, the
parties hereto desire to amend the Revolving Credit Agreement; and
WHEREAS, as of the date hereof, the Lenders under the Revolving Credit Agreement
consist only of Bank of America, N.A. d/b/a NationsBank, N.A., successor to
NationsBank, N.A.;
NOW, THEREFORE, in consideration of the premises and the mutual agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1. Amendment to Section 1.1 of the Revolving Credit Agreement.
The parties hereto hereby amend the definition of "Consolidated Fixed Charges"
contained in Section 1.1 of the Agreement by inserting at the end of such
definition but before the period the following phrase: "and further excluding,
solely for purposes of determining the Fixed Charge Coverage Ratio, all payments
of principal and interest on the indebtedness owed under the First Union Loan
Agreement described in Section 6.2(a)(v)".
Section 2. Amendment to Section 6.2(a) of the Revolving Credit
Agreement. The parties hereto hereby amend Section 6.2(a) of the Revolving
Credit Agreement by deleting the word "and" immediately following the ";" at the
end of Section 6.2(a)(iii), by deleting the "." at the end of Section 6.2(a)(iv)
and substituting therefor "; and" and, further, by inserting a new subsection
6.2(a)(v), as follows:
"(v) the security interests created under the
Promissory Note and Security Agreement, dated October 28,
1995, executed by GKMG, Inc. (formerly named Galland,
Kharasch, Xxxxx & Xxxxxxxxx, P.C.) in favor of First Union
National Bank of Washington, D.C. ("First Union") in
connection with that certain Loan Agreement, dated as of
October 28, 1995 (the "First Union Loan Agreement"), between
First Union and Xxxxxxx, Kharasch & Xxxxxxxxx, Inc."
Section 3. Amendment to Section 6.2(b) of the Revolving Credit
Agreement. The parties hereto hereby amend Section 6.2(b) of the Revolving
Credit Agreement, by deleting the word "and" immediately following the ";" at
the end of Section 6.2(b)(vii), by deleting the "." at the end of Section
6.2(b)(viii) and substituting therefor ";" and, further, by inserting two new
subsections, 6.2(b)(ix) and 6.2(b)(x), as follows:
"(ix) indebtedness of the type described in clause
(i) of Section 6.2(a) which does not exceed (in the aggregate
and as to the Borrower and its Subsidiaries, taken as a whole)
the amount set forth in clause (i) of Section 6.2(a); and
(x) indebtedness under the First Union Loan Agreement
referred to in Section 6.2(a)(v), provided such indebtedness
does not exceed $128,000.00."
Section 4. Miscellaneous. This Second Amendment shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia, without
regard to principles of conflicts of laws. Except as hereby expressly amended by
this Second Amendment, the terms, covenants, conditions, agreements and
representations and warranties contained in the Revolving Credit Agreement are
in all respects ratified and confirmed and remade as of the date hereof and,
except as amended hereby, shall continue in full force and effect. This Second
Amendment represents the agreement of the parties hereto with respect to the
subject matter hereof, and there are no promises, undertakings, representations
or warranties by the Lenders relative to the subject matter hereof not expressly
set forth or referred to herein. This Second Amendment may be executed in any
number of counterparts, each of which shall be deemed an original and all of
which together shall be deemed one and the same instrument. The section headings
and subsection headings have been inserted for convenience of reference only and
do not constitute matters to be considered in interpreting this Second
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
duly executed by their respective officers as of the day and year first above
written.
XXXXXX XXXXXX, INC.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
BANK OF AMERICA, N.A. d/b/a
NationsBank, N.A., successor to NationsBank, N.A., as Lender and Agent
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
