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(Letterhead of CoreStates Bank, N.A.)
November 7, 1996
Xxx X. Xxxxxx, Inc.
0 Xxxxxx Xxx
Xxxx Xxxxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxx
Vice President & Treasurer
RE: Second Amendment and Waiver to $45,000,000 Credit Agreement with CoreStates
Bank, N.A., as Agent, dated March 18, 1994, as amended ("Credit Agreement")
Gentlemen:
Pursuant to your request, CoreStates Bank, N.A., Mellon Bank, N.A., PNC
Bank, National Association, and First Union National Bank, as Lenders, have
agreed to waive certain covenants and amend the Credit Agreement as more fully
set forth herein.
WAIVER
Lenders hereby waive compliance by Xxx X. Xxxxxx, Inc. and its
subsidiaries ("Borrowers") with Sections 5.17 and 5.20 of the Credit Agreement
for the period ended September 30, 1996. This waiver is effective only for the
particular covenants specified and for the time period indicated and does not
constitute a waiver of any other default now or hereafter existing.
AMENDMENT
The Credit Agreement is hereby amended to reduce the maximum permitted
aggregate outstanding Line Advances from $25,000,000 to $5,000,000. Accordingly,
Section 2.02 (A) of the Credit Agreement is hereby replaced in its entirety by
the following:
"Each Line Advance made as a LIBOR Loan shall be in an aggregate amount
of $2,000,000 and multiples of $500,000 in excess thereof. Each Line
Advance made as a Base Rate Loan shall be in an aggregate amount of
$1,000,000 and multiples of $250,000 in excess thereof. Within the
limits of the Commitments, the Borrowers may borrow, repay and reborrow
under this Section 2.02 until the Commitment Termination Date,
provided, however, that at no time shall the aggregate outstanding Line
Advances exceed $5,000,000, provided, further, however, that such limit
shall not restrict or impair the right and obligation of the Banks to
make Line Advances pursuant to Section 2.15 below."
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Xx. Xxxxx X. Xxxxx
Vice President and Treasurer
Xxx X. Xxxxxx, Inc.
As consideration for the waiver and amendment set forth herein,
Borrowers shall pay to Agent, for the ratable benefit of each Bank according to
each Bank's respective Commitment Percentage, a non-refundable waiver fee of
$37,500 contemporaneously with the execution hereof.
All capitalized terms used herein without further definition shall have
the respective meaning ascribed thereto in the Credit Agreement. Except as
expressly set forth herein, all of the terms, conditions and provisions of the
Credit Agreement remain unchanged and in full force and effect.
This waiver and amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this amendment by signing
any such counterpart.
Intending to be legally bound, the parties hereto have caused this
waiver and amendment to be executed by the respective officers thereunto duly
authorized, as of the date first above written.
(Signatures)
