Exhibit 10.184
FIFTH AMENDMENT TO
REVOLVING SUBORDINATED LOAN AGREEMENT
This Fifth Amendment to Revolving Subordinated Loan Agreement ("this Fifth
Amendment") is made and entered into by and between The Xxxxxxx Xxxxxx
Corporation (the "Lender") and Xxxxxxx Xxxxxx & Co., Inc. (the "Organization")
as of this 29th day of October, 1997. Unless otherwise specified herein, all
capitalized terms herein shall have the meanings ascribed to them in the
Revolving Subordinated Loan Agreement dated as of September 29, 1988, as amended
by a First Amendment thereto dated as of April 18, 1990, a Second Amendment
thereto dated as of November 1, 1991, a Third Amendment thereto dated as of
December 12, 1995 and a Fourth Amendment thereto dated as of July 25, 1997, each
between the Lender and the Organization (collectively, the "Agreement").
WHEREAS, the Organization and the Lender desire to amend the Agreement to
increase the permissible aggregate principal amount of loans outstanding at any
one time from $300,000,000 to $400,000,000.
NOW, THEREFORE, the Organization and the Lender hereby amend the Agreement as
follows:
1. The figure "$400,000,000" shall be and hereby is substituted in
place of the figure "$300,000,000" in the second paragraph of paragraph
"1." of the Agreement.
2. Contemporaneously with the execution hereof, the Organization shall
execute and deliver to the Lender a new promissory note in the form
attached hereto as Exhibit A (the "new Revolving Note"), which new
Revolving Note shall replace and supersede the Revolving Note dated
July 25, 1997 made and delivered by the Organization to the Lender.
3. Contemporaneously with the execution hereof, the Lender and the
Organization shall execute a Roll-Over Attachment in the form attached
hereto as Exhibit B (the "Roll-Over Attachment"), pursuant to which the
Lender and the Organization agree that the Commitment Termination Date
and the Scheduled Maturity Date shall in each year, without further
action by either the Lender or the Organization, be extended to
September 29 of the following year, unless on or before the day
thirteen months preceding the Scheduled Maturity Date then in effect,
the Lender shall notify the Organization in writing, with a written
copy to the New York Stock Exchange, Inc., that the Commitment
Termination Date and the Scheduled Maturity Date then in effect shall
not be extended. The Roll-Over Attachment shall become apart of the
Agreement as amended by this Fifth Amendment.
4. Except for the amendment expressly specified above, all other
provisions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, this Fifth Amendment is executed as of October 29, 1997 at
San Francisco, California.
THE ORGANIZATION:
XXXXXXX XXXXXX & CO., INC.
By: /s/Xxxxxxxxxxx X. Xxxxx
--------------------------------
Xxxxxxxxxxx X. Xxxxx
Its Senior Vice President and Treasurer
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THE LENDER:
THE XXXXXXX XXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
Its Executive Vice President and Chief Financial Officer
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Exhibit A
REVOLVING NOTE
$400,000,000 Date: October 29, 1997
For value received, the undersigned Xxxxxxx Xxxxxx & Co., Inc.
("Organization") hereby promises to pay to the order of The Xxxxxxx Xxxxxx
Corporation ("Lender") the principal amount of each advance made by the Lender
to the Organization under the terms of a Revolving Subordinated Loan Agreement
between the Organization and the Lender dated as of September 29, 1988, as
amended by a First Amendment thereto between the Organization and the Lender
dated as of April 18, 1990, a Second Amendment thereto between the Organization
and the Lender dated as of November 1, 1991, a Third Amendment thereto between
the Organization and the Lender dated as of December 12, 1995, a Fourth
Amendment thereto between the Organization and the Lender dated as of July 25,
1997 and a Fifth Amendment thereto between the Organization and the Lender dated
as of October 29, 1997 (collectively, the "Agreement"), as shown in the schedule
attached hereto and any continuation thereof, payable at such times as are
specified in the Agreement. The undersigned also promises to pay interest on the
unpaid principal amount of each advance from the date of such advance until such
principal is paid, at the rates per annum, and payable at such times, as are
specified in the Agreement. The Note shall be subject to the Agreement, and all
principal and interest payable hereunder shall be due and payable in accordance
with the terms of the Agreement. Terms defined in the Agreement are used herein
with the same meanings.
The maturity date of this Revolving Note shall be September 29, 1999.
The maturity date shall in each year, without further action by either the
Lender or the Organization, be extended to September 29 of the following year,
unless on or before the day thirteen months preceding the maturity date then in
effect, the Lender shall notify the Organization in writing, with a written copy
to the New York Stock Exchange, Inc., that such maturity date shall not be
extended.
This Revolving Note replaces and supersedes the Revolving Note dated
July 25, 1997 in the maximum principal amount of $300,000,000, delivered by the
Organization to the Lender.
IN WITNESS WHEREOF, the undersigned has caused this Revolving Note to
be executed by its officer thereunto duly authorized and directed by appropriate
corporate authority.
Xxxxxxx Xxxxxx & Co., Inc.
By: /s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------
Xxxxxxxxxxx X. Xxxxx
Senior Vice President and Treasurer
Exhibit B
ROLL-OVER ATTACHMENT
Additional provision for Revolving Subordinated Loan Agreement, as amended,
between The Xxxxxxx Xxxxxx Corporation ("Lender") and Xxxxxxx Xxxxxx & Co., Inc.
("Organization").
Principal Amount: $ 400,000,000
Date of Agreement: September 29, 1988
Date of First Amendment to Agreement: April 18, 1990
Date of Second Amendment to Agreement: November 1, 1991
Date of Third Amendment to Agreement: December 12, 1995
Date of Fourth Amendment to Agreement: July 25, 1997
Date of Fifth Amendment to Agreement: October 29, 1997
Pursuant to the roll-over provisions of the Agreement as amended, the Commitment
Termination Date in Paragraph 1 of the Agreement is September 29, 1998, and the
Scheduled Maturity Date in Paragraph 1 of the Agreement is September 29, 1999.
The Commitment Termination Date and the Scheduled Maturity Date shall in each
year, without further action by either the Lender or the Organization, be
extended to September 29 of the following year, unless on or before the day
thirteen months preceding the Scheduled Maturity Date then in effect, the Lender
shall notify the Organization, in writing, with a written copy to the New York
Stock Exchange, Inc., that the Commitment Termination Date and the Scheduled
Maturity Date then in effect shall not be extended.
THE ORGANIZATION:
XXXXXXX XXXXXX & CO., INC.
By: /s/ Xxxxxxxxxxx X. Xxxxx
--------------------------------
Xxxxxxxxxxx X. Xxxxx
Its Senior Vice President and Treasurer
-----------------------------------
THE LENDER:
THE XXXXXXX XXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx
Its Executive Vice President and Chief Financial Officer
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