EXHIBIT 4.1
July 1, 2003
Xxxxxxx Communications, Inc.
00000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx 00000
RE: FIFTH AMENDMENT
Gentlemen:
XXXXXXX COMMUNICATIONS, INC., a Georgia corporation ("Borrower") and
LaSalle Bank National Association, a national banking association ("Bank") have
entered into that certain Loan and Security Agreement dated June 5, 1996 (the
"Security Agreement"). From time to time thereafter, Xxxxxxxx and Bank may have
executed various amendments (each an "Amendment" and collectively the
"Amendments") to the Security Agreement (the Security Agreement and the
Amendments hereinafter are referred to, collectively, as the "Agreement").
Borrower and Bank now desire to further amend the Agreement as provided herein,
subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. The Agreement hereby is amended as follows:
(a) Paragraph (11) of Exhibit A of the Agreement is deleted in its entirety
and the following is substituted in its place:
(11) RESTRICTION OF PAYMENT OF EXPENSE OF PARENT: Notwithstanding
anything contained in the Agreement to the contrary, Borrower may
pay various administrative expenses of Borrower's Parent, Xxxxxxx
Corporation, provided that: (i) such payment is permitted under
all applicable laws, (ii) no Event of Default shall have occurred
prior to the time, or would occur as a result of such payment,
(iii) the amount of expenses paid does not exceed One Million
Four Hundred Thousand and No/100 Dollars ($1,400,000.00) for the
Fiscal year ending as of August 31, 2003, and (iv) the amount of
expenses paid does not exceed Six Hundred Thousand and No/100
Dollars ($600,000.00) for each Fiscal year thereafter.
XXXXXXX COMMUNICATIONS, INC.
JULY 8, 2003
PAGE 2
(b) Subparagraph (7)(b) of Exhibit A of the Agreement is deleted in its
entirety and the following is substituted in its place:
(b) TRANSACTION FEE: Borrower shall pay to Bank a one-time
transaction fee in the amount of Five Hundred and No/100 Dollars
($500.00), which fee shall be fully earned by Bank on the date of
this Amendment and payable on July 31, 2003.
2. This Amendment shall not become effective until fully executed by
all parties hereto.
3. Except as expressly amended hereby and by any other supplemental
documents or instruments executed by either party hereto in order to effectuate
the transactions contemplated hereby, the Agreement and Exhibit A thereto hereby
are ratified and confirmed by the parties hereto and remain in full force and
effect in accordance with the terms thereof.
LASALLE BANK NATIONAL ASSOCIATION,
A NATIONAL BANKING ASSOCIATION
By: /s/ Xxxxxxxx Xxxxx
Title: Vice President
Accepted and agreed to this 1st day of July, 2003.
XXXXXXX COMMUNICATIONS, INC.
By: /s/ Xxxx Xxxxxxxx
XXXX XXXXXXXX, XX.
Title: Treasurer and CFO
Consented and agreed to by the following
guarantor of the obligations of XXXXXXX
COMMUNICATIONS, INC. to LaSalle National
Bank.
XXXXXXX COMMUNICATIONS, INC.
JULY 8, 2003
PAGE 3
XXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
XXXXXX X. XXXXXX
Title: President and CEO
Date: July 1, 2003
