FIRST AMENDMENT TO INTERCREDITOR AGREEMENT
THIS FIRST AMENDMENT TO INTERCREDITOR AGREEMENT ("Agreement") is made this
18th day of December, 1996, by and between NationsBank, N.A. ("NationsBank"),
Crestar Bank ("Crestar"), and Signet Bank ("Signet") (collectively the "Banks").
RECITALS
A. On May 2, 1996, the Banks entered into an Intercreditor Agreement,
which among other things, provided that to the extent of Eight Million Dollars
($8,000,000.00), NationsBank's liens, security interests, mortgages, pledges, or
pledges of assets of Metro Information Services, Inc. ("Borrower") then existing
or arising in the future, were and are made superior and senior in priority to
any liens, security interests, mortgages, pledges or pledges of any of the
assets of the Borrower, now existing or arising in the future, securing loans of
Crestar and Signet.
B. Both Crestar and Signet (collectively the "Junior Lenders") have loans
to the Borrower each in an amount not to exceed Two Million ($2,000,000), and
the Junior Lenders each and have agreed that this indebtedness is subordinate
and junior in priority to NationsBank, but as between Crestar and Signet their
loans shall at all times be and remain in PARI PASSU without preference or
priority.
C. Paragraph 6 of the Intercreditor Agreement provides that the "Lending
Limit" for the aggregate amount of outstanding loans at any one time, excluding
interest, penalties and amounts advanced to protect security, for NationsBank is
Eight Million Dollars ($8,000,000.00), for Signet is Two Million Dollars
($2,000,000) and for Crestar is Two Million Dollars ($2,000,000.00).
D. Borrower has requested that Crestar and Signet each increase its line
of credit to Borrower from Two Million Dollars ($2,000,000.00) to Five Million
Dollars ($5,000,000).
E. Junior Lenders have requested NationsBank to agree to this increase in
their lending to Borrower, and for NationsBank to decrease its Lending Limit to
Seven Million ($7,000,000). NationsBank is willing to do so as long as the
Junior Lenders loans remain subordinate to NationsBank's loan and NationsBank
will have a superior, prior and first lien position as between NationsBank and
the Junior Lenders with respect to all amounts lent to Borrower by NationsBank
within the Lending Limit and all interest, penalties and amounts advanced to
protect security by NationsBank. NationBank and the Junior Lenders have
agreed to amend the Intercreditor Agreement for this purpose.
AGREED PROVISIONS
For good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Banks agree as follows:
1. ACCURACY OF RECITALS. The statements set forth above are true and
accurate in every respect and are incorporated by reference herein.
2. AMENDMENTS TO INTERCREDITOR AGREEMENT. The Intercreditor Agreement is
hereby amended as follows:
(A) In the third line of Recital A on page 1 in lieu of the number
"$2,000,000", the number "$5,000,000" is substituted in its place.
(B) In the second line in Recital B on the page 1 in lieu of the
number "$2,000,000", the number "$5,000,000" is substituted.
(C) In the second line of Recital C on page 2 in lieu of the number
"8,000,000", the number "7,000.000" is substituted.
(D) In lieu of the present language of Section 6, with respect to the
Lending Limit for Crestar, Signet, and NationsBank the present Lending Limit is
deleted and the following is substituted:
Signet - $5,000,000
Crestar - $5,000,000
NationsBank - $7,000,000
Whenever the term Lending Limits is referred to in the Intercreditor
Agreement, as to Crestar and Signet this amount is now $5,000,000 and as to
NationsBank this amount is now $7,000,000. Nothing herein is intended to change
the priorities set forth in the Intercredtior Agreement, and the full amount of
Crestar's and Signet's loans to the Borrower remain junior and subordinated to
NationsBank's loan, and NationsBank shall continue to have a first priority
senior lien on the assets of the Borrower which are pledged or secure
NationsBank's loan.
3. AUTHORIZATION The execution, delivery and performance of this
Agreement has been duly authorized by all necessary actions on the part of each
party, and this Agreement represents the valid and binding obligation of such
party, enforceable against such party in accordance with its terms.
4. CONTINUATION OF LOAN DOCUMENTS. Except as expressly amended herein,
all of the provisions of the Intercreditor Agreement shall remain in full force
and effect. This Agreement shall in no way operate as a novation, release, or
discharge of any of the
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obligations or of any of the provisions of the Intercreditor Agreement. The
Banks expressly reaffirm each and every provision of the Intercreditor Agreement
except as modified herein, including but not limited to the waiver of jury
trial.
5. NON-WAIVER. This Agreement does not, and shall not be deemed to
constitute, a waiver of any past, present, or future defaults by the Borrower,
if any. The Banks expressly reserves all rights and remedies available to each
of them under NationsBank Loan Documents (as defined in the Intercreditor
Agreement), the Signet Loan Documents (as defined in the Intercreditor
Agreement) and the Crestar Loan Documents (as defined in the Intercreditor
Agreement), the Intercreditor Agreement, and under applicable law.
6. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the Banks with respect to any amendment of the Intercreditor Agreement
and supersedes any and all prior oral or written agreements, arrangements or
communications between the parties with respect to any such subject matter. No
term or provision of this Agreement may be varied, changed, modified, waived or
terminated orally, but only by an instrument in writing, signed by the party
against whom the enforcement of the variation, change, modification, waiver or
termination is sought.
7. COUNTERPARTS. Provided that each party executes a copy hereof, this
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which when taken together shall constitute one and
the same agreement.
IN WITNESS WHEREOF, and intending to create an instrument executed under
seal, the Banks have duly executed this Agreement as of the date first written
above. Each of the undersigned adopts as his or her seal the word "seal"
(appearing beside or near his or her signature below).
WITNESS/ATTEST: NATIONSBANK, N.A.
/s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxxx (SEAL)
______________________________ ______________________________
Xxxxx Xxxxxx, Assistant Vice President
CRESTAR BANK
/s/ Xxxxx X. Day By: /s/ Xxxx X. Xxxx
______________________________ _________________________________
Xxxx X. Xxxx, Senior Vice President
SIGNET BANK
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxx (SEAL)
______________________________ ______________________________
Xxxx X. Xxxxxx, Executive Vice President
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