1
Exhibit 10.69
FIRST AMENDMENT AGREEMENT
THIS FIRST AMENDMENT AGREEMENT dated as of the 31 August 1999, is entered into
between XXX Research Corporation ("LRC") and Credit Suisse Financial Products
("CSFP") and amends the ISDA Master Agreement dated as of 1 June 1999 between
LRC and SCFP (the "Agreement").
NOW IT IS HEREBY AGREED as follows:
1. Definitions
1.1 Capitalised terms used but not defined herein shall have the meaning
ascribed to them in the Agreement.
1.2 The Agreement shall continue in full force and effect as amended from
time to time (including by this First Amendment Agreement), and all
references to the Agreement shall be construed as a reference to the
Agreement as so amended.
2. Amendments
Part 1(h) of the Schedule to the Agreement is hereby deleted in its
entirety and replaced with the following:-
"(h) Additional Termination Event. The following shall be an Additional
Termination Event with respect to Party B for the purposes of this
Agreement, with Party B as the sole Affected Party:-.
Party B fails to maintain, as reasonable determined by Party A, a
Cash Balance of USD75,000,000.
For the purpose of this Additional Termination Event the
following definitions shall apply:-
"Cash Balance" means the sum of cash and Cash Equivalents as
reported in Party B's last filed quarterly unaudited or annually audited
accounts and for the avoidance of doubt "Cash Balance" shall not include
restricted cash as reported in Party B's last filed quarterly unaudited
or annually audited accounts.
"Cash Equivalents" shall mean (I) securities issued directly and
fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the
United States is pledged in support thereof) having maturities of not
more than two years from the date of acquisition, (ii) time deposits and
certificates of deposit of any commercial bank having, or which is the
principal banking subsidiary of a bank holding company organized under
the laws of the United States, any State thereof or the District of
Columbia, having capital, surplus and undivided profits aggregating in
excess of US$500,000.00 with maturities of not more than two years from
the date of acquisition, (iii) repurchase obligations with a term not
more than 30 days for underlying securities of the types described in
clause (i) above entered into with any bank meeting the qualifications
specified in clause (ii) above, (iv) commercial paper issued by any
person incorporated in the United States rated at least A-1 or the
equivalent thereof by Standard & Poor's Rating Service, a division of
XxXxxx-Xxxx Inc., or at least P-1 or the equivalent thereof by Xxxxx'x
Investors Service. Inc., and in each case maturing not more than one
year after the date of acquisition by such person, (v) investments in
money market funds substantially all of whose assets are comprised of
securities of the types described in clauses (i) through (iv) above,
(vi) demand deposit accounts maintained in the ordinary course of
business and (vii) any investment made or held consistent with and
authorized by Party B's Investment Rules (a copy of which is attached
hereto)."
3. Miscellaneous Provisions
The provisions of or incorporated in the Agreement relating to Powers
(Section 3(a)(ii), No Violation or Conflict (Section 3(a)(iii)),
Consents (Section 3(a)(iv), Obligations Binding (Section 3(a)(v)),
Entire Agreement (Section 9(a)), Amendments (Section 9(b)), Survival of
Obligations (Section 9(c)), Remedies
2
Cumulative (Section 9(d)), No Waiver of Rights (Section 9 (f)), Heading
(Section 9(g)), Notices (Section 12), Jurisdiction (Section 13(b)),
Service of Process (Section 13(c)) and Waiver of Immunities (Section
13(d)) shall also apply to this First Amendment Agreement as though such
provisions were set forth in full herein (except that references in such
provisions to the Agreement shall be deemed to be references to this
First Amendment Agreement).
4. Governing Law
This First Amendment Agreement will be governed by and construed in
accordance with the laws of the State of New York (without reference to
choice to law doctrine).
IN WITNESS WHEREOF, the parties hereto have duly executed this document
on the respective dates specified below with effect from the date
specified on the first page of this document.
XXX RESEARCH CORPORATION
By: Xxxxx Xxxxxx, Vice President, Finance, and Treasurer,
October 21, 1999
CREDIT SUISSE FINANCIAL PRODUCTS
By:
