XXXXXXXXXX COMMUNICATIONS COMPANY
000 00xx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Dated as of: December 20, 1996
The First National Bank of Boston, Bank of Montreal
individually and as Agent Mellon Bank, N.A.
Re: Modification No. 2 to Revolving Credit Agreement
Ladies and Gentlemen:
Reference is made to the Revolving Credit Agreement, dated as of April 16,
1996 (as amended, modified or supplemented from time to time and in effect, the
"Credit Agreement"), by and among Xxxxxxxxxx Communications Company (the
"Borrower"), the financial institutions party thereto (the "Banks") and The
First National Bank of Boston, as agent for the Banks (the "Agent"). All
capitalized terms used herein and not defined herein shall have the meanings
specified for such terms in the Credit Agreement.
The Borrower has requested the Agent and the Banks to amend the Credit
Agreement in certain respects.
The Agent and the undersigned Majority Banks are willing to amend the
Credit Agreement on the terms and subject to the conditions set forth in this
letter agreement (this "Modification").
Accordingly, the parties hereto hereby agree as follows:
ARTICLE I
MODIFICATION TO CREDIT AGREEMENT
SECTION 1.1. Restrictions on Investments. Schedule 7.3 of the Credit
Agreement is amended and restated in its entirety by substituting the Schedule
7.3 attached hereto for the Schedule 7.3 presently attached to the Credit
Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to the Agent and each of the
Banks as of the date of this Modification as follows:
SECTION 2.1. Binding Effect of Documents, etc. This Modification has been
duly executed and delivered by the Borrower. The agreements and obligations of
the Borrower contained in this Modification constitutes the legal, valid and
binding obligation of the Borrower and are enforceable against the Borrower in
accordance with their respective terms, except that (a) such enforceability may
be subject to bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights and (b)
the remedy of specific performance and injunction and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought.
SECTION 2.2. Corporate Authority, etc. The execution and delivery by the
Borrower of this Modification has been duly and properly authorized by all
necessary corporate or other action on the part of the Borrower and does not and
will not (a) contravene any provision of its certificate of incorporation,
bylaws or other comparable governing documents, (b) conflict with, result in a
breach of the terms, conditions or provisions of, constitute a default under or
result in the creation of any lien upon any of the property of the Borrower
under, any agreement or instrument to which it is a party or by which the
Borrower or its property is bound or affected, (c) violate or contravene any
provision of any requirement of law or any decree, order or judgment of any
Governmental Authority binding on the Borrower, (d) result in or permit the
acceleration of any Indebtedness of the Borrower, or (e) require any consents or
approvals from any shareholders of the Borrower.
SECTION 2.3. No Defaults. After giving effect to this Modification, no
Defaults or Events of Default are continuing.
ARTICLE III
EFFECTIVENESS
This Modification shall be effective, as of the date set forth above, upon
receipt by the Agent of counterparts of this Agreement duly executed and
delivered by each of the Majority Banks and the Borrower.
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ARTICLE IV
PROVISIONS OF GENERAL APPLICATION
Except as otherwise expressly provided by this Modification, all of the
terms, conditions and provisions of the Credit Agreement and each of the other
Loan Documents remain unaltered. All of the Obligations of the Borrower to the
Agent and the Banks under the Credit Agreement and the other Loan Documents are,
by the execution and delivery by the Borrower of this Modification, ratified and
confirmed by the Borrower in all respects. This Modification and the rights and
obligations hereunder of each of the parties hereto shall be governed by and
interpreted and determined in accordance with the laws of The Commonwealth of
Massachusetts. This Modification shall be a Loan Document. This Modification
shall be binding upon and inure to the benefit of each of the parties hereto and
their respective successors in title and assigns. This Modification may be
executed in any number of counterparts, but all of such counterparts shall
together constitute but one and the same agreement. In making proof of this
Modification, it shall not be necessary to produce or account for more than one
counterpart hereof signed by each of the parties hereto.
If you are in agreement with the foregoing, please sign the enclosed
counterparts of this Modification and return such counterparts to the
undersigned, whereupon this Modification shall become a binding agreement
between the undersigned, the Agent and the Banks on and as of the date first
above written.
Very truly yours,
XXXXXXXXXX COMMUNICATIONS
COMPANY
By: /s/ Xxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
The foregoing Modification is hereby accepted by the undersigned Agent and
Majority Banks on and as of the date first above written.
THE FIRST NATIONAL BANK OF BOSTON,
individually and as Agent
By: /s/ Xxxxx X. Xxxxxx
Title: Managing Director
MELLON BANK, N.A.
By: /s/ Xxxx X. Xxxxxxxxx
Title: Assistant Vice President
BANK OF MONTREAL
By: /s/ Xxxx Xxxxxxxxxxx
Title: Director
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