EXHIBIT 10.77
SECOND AMENDMENT TO
AMENDED AND RESTATED
CREDIT AGREEMENT
AND AMENDMENT TO
REVOLVING NOTE
XXXXXX CORPORATION ("Xxxxxx"), a Delaware corporation, its wholly-owned
subsidiary XXXXXX MANUFACTURING CORPORATION ("BMC"), a Delaware corporation,
each with a principal place of business at 000 Xxxxxxxxx Xxxx, X.X. Xxx 000,
Xxxxxxxx, Xxx Xxxxxxxxx 00000, its wholly-owned subsidiary XXXXXX TRANSPORTATION
PRODUCTS, INC. ("BTP"), a Delaware corporation, with its principal place of
business at 000 Xxxx Xxxx, Xxxxxxxx, Xxxx 00000, and BAYBANK, a Massachusetts
trust company, with its principal place of business at 0 Xxx Xxxxxxx Xxxxxxxxx
Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000, (the "Bank") hereby agree to further
amend that certain Amended and Restated Credit Agreement dated as of July 29,
1994 among Xxxxxx, BMC, BTP and the Bank , as previously amended by a First
Amendment dated as of September 20, 1994, (the "Credit Agreement") and to amend
the Amended and Restated Revolving Note dated July 29, 1994 (the "Revolving
Note") so as to increase the amount which may be borrowed under the Revolving
Credit of the Credit Agreement to $14,000,000.00 to make corresponding changes
in the Revolving Note.
Xxxxxx BMC, BTP and the Bank agree as follows:
Amendments to Credit Agreement
A. The second paragraph of the Credit Agreement entitled "Background"
is hereby amended by deleting the figure "$12,500,000" in the fourth line
thereof and substituting the figure "$14,000,000" therefor.
B. Section 1.4 of the Credit Agreement is hereby amended by deleting
the figure "$12,500,000" in the fourth line thereof and substituting the figure
"$14,000,000" therefor.
C. Section 1.5 of the Credit Agreement is hereby amended by deleting
the figure "$12,500,000" in line four thereof and substituting the figure
"$14,000,000" therefor.
Amendment to Revolving Note
D. The Revolving Note is hereby amended (i) by deleting the figure
"$12,500,000" in the upper left hand corner and substituting the figure
"$14,000,000" therefor and (ii) by deleting the first paragraph and substituting
the following therefor:
For value received the undersigned, jointly and
severally, hereby promise to pay to the order of BAYBANK (the
"Bank"), ON DEMAND, the principal sum of $14,000,000 or, if
less, the aggregate unpaid principal amount of all advances
made by the Bank under the "Revolving Credit" as defined in
the Amended and Restated Credit Agreement referred to below
and outstanding at the time of such demand, together with
interest thereon or on such portion thereof as may be from
time to time outstanding at such rate and payable at such
times and in such manner as are provided in the said Amended
and Restated Credit Agreement. As provided in the said Amended
and Restated Credit Agreement, the aggregate amount borrowed
under the "Revolving Credit" shall not exceed $14,000,000.
E. The Bank agrees to xxxx the original of the Revolving Note to refer
to this Amendment and to affix a copy of this Amendment to the original of the
Revolving Note.
IN WITNESS WHEREOF, the parties have caused this amendment to be
executed by their duly authorized representatives to take effect as of April 6,
1995.
BAYBANK XXXXXX CORPORATION
By: /s/ Xxxxx X. Xxxx, Vice President By: /s/ Xxxxxxx X. Xxxxxxx
XXXXXX MANUFACTURING
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
XXXXXX TRANSPORTATION
PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
