THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
(this "Amendment"), dated as of April 9, 1997, by and among X.X.
XXXXXX COMPANY, a Delaware corporation (the "Borrower), and
MELLON BANK, N.A., PNC BANK, NATIONAL ASSOCIATION and CORESTATES
BANK, N.A. (separately called a "Bank" and collectively the
"Banks;,") and MELLON BANK, N.A., as agent for the Banks (in
such capacity, the "Agent").
RECITALS:
WHEREAS the Borrower, the Banks and the Agent entered into an
Amended and Restated Loan Agreement, dated as of November 1,
1995, which has been amended by a First Amendment to Amended and
Restated Loan Agreement, dated as of January 1, 1996 and by a
Second Amendment to Amended and Restated Loan Agreement, dated
as of December 31, 1996 (as so amended, the "Restated
Agreement"), pursuant to which the Banks have extended credit to
the Borrower;
WHEREAS, the Borrower and the Banks desire to amend the Restated
Agreement; and
WHEREAS, capitalized terms not otherwise defined herein shall
have the meanings assigned thereto in the Restated Agreement.
NOW, THEREFORE, the parties hereto, in consideration of their
mutual covenants and agreements hereinafter set forth and
intending to be legally bound hereby agree as follows:
Section 1. Amendment to Section 5.02(g) of the Restated
Agreement. Section 5.02(g) of the Restated Agreement is hereby
amended by adding new subsections (9) and (10) thereto, to read
as follows:
"(9) an Investment, the amount of which shall not exceed
$2,500,000, consisting of all of the assets of The Monitor
Group, purchased from Industrial Scientific Corporation an or
before December 31, 1997, and any contribution of some or all of
such assets to a Subsidiary; and
(10) an additional equity Investment, the amount of which shall
not exceed $2,500,000, made on or before December 31, 1997 in
The Dakota, Minnesota & Eastern Railroad Corporation.
Section 2. Representations and Warranties of Borrower. The
Borrower hereby represents and warrants to each Bank and the
Agent that this Amendment has been duly and validly executed and
delivered by the Borrower and constitutes the legal, valid and
binding obligation of the Borrower enforceable in accordance
with the terms hereof, except as enforceability may be limited
by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors' rights or by
general principles of equity limiting the availability of equitable remedies.
Section 3. Miscellaneous
(a) This Amendment shall become effective as of the date hereof,
upon execution and delivery hereof by the Banks, the Borrower
and the Agent. The execution below by the Banks shall constitute
a direction to the Agent to execute this Amendment.
(b) The Restated 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. From and after the
date hereof, all references to the "Agreement" in the Restated
Agreement and in the other Loan Documents shall be deemed to be
references to the Restated Agreement as amended by this Amendment.
(c) This Amendment, and the rights and obligations of the
parties hereto, shall be governed by and construed and enforced
in accordance with the laws of the Commonwealth of Pennsylvania,
excluding its rules relating to the conflict of laws.
(d) 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.
