EXHIBIT 99(b)(2)
Flair Industrial Park
Regional Commercial Banking Office
0000 Xxxxx Xxxxx
Xx Xxxxx, XX 00000
January 13, 1997
Mr. X. Xxxxx Xxxxxx
000 X. Xxxxx Xxxx., Xxxxx 000
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
This letter is to confirm the changes agreed upon between Xxxxx Fargo Bank,
National Association ("Bank") and X. XXXXX XXXXXX ("Borrower") to the terms and
conditions of that certain letter agreement between Bank and Xxxxxxxx dated as
of November 1, 1995, as amended from time to time (the "Agreement"). For
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Bank and Borrower hereby agree that the Agreement shall be amended
as follows to reflect said changes.
The Agreement is amended as follows:
1. A new paragraph (b) is added to Section VI.(5) which reads as follows:
"(b) not later than 60 days after and as of each calendar quarter end,
a financial statement of Xxxxxxxx, prepared by Borrower, to include
balance sheet and income statement."
Existing paragraph (b) is relettered as (c).
2. Sections VI.8 (Other Indebtedness) and VI.10 (Pledge of Assets) are
deleted in their entirety. A new Section VI.8 is added which reads as follows:
"8. Financial Condition. Maintain a ratio of Total Liabilities to
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Net Worth (with such capitalized terms defined in accordance with generally
accepted accounting principles, consistently applied) not greater than 0.25
to 1.00, determined as of each calendar quarter end."
X. Xxxxx Xxxxxx
January 13, 1997
Page 2
3. The Letter Amendment dated December 11, 1995 is hereby replaced and
superseded by the terms of this letter. The December 11, 1995 letter is of no
force and effect.
4. Except as specifically provided herein, all terms and conditions of the
Agreement remain in full force and effect, without waiver or modification. All
terms defined in the Agreement shall have the same meaning when used herein.
This letter and the Agreement shall be read together, as one document.
5. Borrower hereby remakes all representations and warranties contained in
the Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date of Xxxxxxxx's acknowledgment set forth below there
exists no default or defined event of default under the Agreement or any
promissory note or other contract, instrument or document executed in connection
therewith, nor any condition, act or event which with the giving of notice or
the passage of time or both would constitute such a default or defined event of
default.
Your acknowledgment of this letter shall constitute acceptance of the
foregoing terms and conditions.
Sincerely,
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Vice President
Acknowledged and accepted as of 1/30/97:
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/s/ X. Xxxxx Xxxxxx
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X. Xxxxx Xxxxxx
