EXHIBIT 10.2
FIRST AMENDMENT AND CONSENT
FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "Amendment"),
dated as of June 8, 1998, among XXXX CORP. (the "Company"), XXXX RENTAL, INC.
("Xxxx Rental"), XXXX MACHINERY, INC. ("Xxxx Machinery", and together with the
Company and Xxxx Rental, the "Borrowers", and each a "Borrower"), the lenders
party to the Credit Agreement referred to below (the "Lenders"), and Bankers
Trust Company, as Agent (the "Agent"). All capitalized terms used herein and not
otherwise defined herein shall have the respective meanings provided such terms
in the Credit Agreement.
WITNESSETH:
WHEREAS, the Borrowers, the Lenders, and the Agent are party to a
Credit Agreement, dated as of May 1, 1998 (as amended, modified or supplemented
to, but not including, the date hereof, the "Credit Agreement");
WHEREAS, the Borrowers, the Lenders, and the Agent are party to a
Modification to Credit Agreement, dated as of May 20, 1998 (the "Modification");
WHEREAS, the Borrowers wish to terminate the $10,000,000 increase to
the Total Commitment under the Credit Agreement made pursuant to the
Modification; and
WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto agree as follows;
NOW, THEREFORE, it is agreed:
1. Notwithstanding anything to the contrary contained in Section 1(b)
of the Modification, the Borrowers and the Lenders hereby agree that on the
Amendment Effective Date (as defined below) (x) the Scheduled Repayment Date
under, and as defined in, the Modification shall be deemed to have occurred, (y)
the increase in the Commitments of the respective Lenders made pursuant to the
Modification shall be terminated and (z) the Borrowers will repay outstanding
Revolving Loans from certain Lenders (and pay any breakage costs incurred by the
Lenders in connection therewith) and incur additional Revolving Loans from other
Lenders, in each case as contemplated in Section 1(b) of the Modification.
2. Section 9.05 of the Credit Agreement is hereby amended by deleting
clause (xiv) appearing therein and inserting the following new clause (xiv) in
lieu thereof:
"(xiv) the Company and its Subsidiaries may make additional Investments
not otherwise permitted under this Section 9.05 in an aggregate amount not
to exceed $15,000,000 at any time outstanding (determined without regard to
any write-downs or write-offs thereof)."
3. In order to induce the Lenders to enter into this Agreement, each
Borrower hereby represents and warrants that (i) no Default or Event of Default
exists as of the Amendment Effective Date, both before and after giving effect
to this Amendment and (ii) on the Amendment Effective Date, both before and
after giving effect to this Amendment, all representations and warranties
contained in the Credit Agreement and in the other Credit Documents are true and
correct in all material respects.
4. This Amendment shall become effective on the date (the "Amendment
Effective Date") when each Borrower and the Required Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile transmission) the same to the Agent at
the Notice Office.
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
6. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with each Borrower and the Agent.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
***
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date hereof.
XXXX CORP.
By /s/ [ILLEGIBLE]
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Title:
XXXX RENTAL, INC.
By /s/ [ILLEGIBLE]
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Title:
XXXX MACHINERY, INC.
By /s/ [ILLEGIBLE]
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Title:
BANKERS TRUST COMPANY, Individually
and as Agent
By /s/ [ILLEGIBLE]
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Title:
DEUTSCHE FINANCIAL SERVICES
By /s/ [ILLEGIBLE]
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Title:
TRANSAMERICA BUSINESS CREDIT CORPORATION
By /s/ [ILLEGIBLE]
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Title: SVP
LASALLE BUSINESS CREDIT, INC.
By
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Title:
CIT GROUP/BUSINESS CREDIT, INC.
By
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Title:
IBJ XXXXXXXX BUSINESS CREDIT CORPORATION
By
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Title:
NATIONAL BANK OF CANADA
By
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Title:
SUMMIT BANK
By /s/ XXXXX X. XXXXXXX
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Title: VICE PRESIDENT
