AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of June __,
1997, among XXXXX XXXXXX, INC., a corporation organized under the laws of the
State of Delaware (the "Borrower") and THE CHASE MANHATTAN BANK, a New York
banking corporation ("Chase"), FLEET BANK, NATIONAL ASSOCIATION, a national
banking association organized under the laws of the United States of America
("Fleet"), COOPERATIEVE CENTRALE RAIFFEISEN-BOEREN LEENBANK, B.A. "RABOBANK
NEDERLAND", New York Branch, a corporation organized under the laws of the
Netherlands ("Rabobank Nederland") and EUROPEAN AMERICAN BANK, a New York
banking corporation ("EAB"; collectively with Chase, Fleet and Rabobank
Nederland, the "Banks") and Chase, as Agent for the Banks.
RECITALS:
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A. The parties hereto entered in to that Revolving Credit
Agreement, dated as of January 31, 1997 (the "Credit Agreement").
B. The parties hereto desire to amend the Credit Agreement on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1. AMENDMENTS TO REVOLVING CREDIT AGREEMENT.
This Amendment shall be deemed to be an amendment to the
Credit Agreement and shall not be construed in any way as a replacement or
substitution therefor. All of the terms and provisions of this Agreement are
hereby incorporated by reference into the Credit Agreement as if such terms were
set forth in full therein.
Section 1.1. Section 8.4, clause (ix) of the Credit Agreement
is hereby amended by deleting the reference to "$1,000,000" therefrom and
substituting "$2,000,000" in its place.
Article 2. Additional Terms.
Section 2.1. The Borrower hereby represents and warrants to
the Banks that (a) the execution, delivery and performance by the Borrower of
this Amendment, and the consummation of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action, (b) the resolutions
and corporate documents delivered to the Agent pursuant to Section 5.1(a)(ii) of
the Credit Agreement on the date thereof have not been amended, revoked or
rescinded at any time on or subsequent to the date thereof and are in effect at
the date hereof, and (c) after giving effect to the transactions contemplated
hereby or referenced herein, the representations and warranties in Article 6 of
the Credit Agreement are true and correct on the date hereof as though made on
and as of such date, and no event has occurred and is continuing, which
constitutes or will constitute a Default or Event of Default.
Section 2.2. The parties hereto agree that all terms and
conditions of the Credit Agreement and the Facility Documents not amended
hereunder or pursuant hereto shall remain in full force and effect.
Section 2.3. All capitalized terms used herein and not defined
herein shall have the meanings given to them in the Credit Agreement.
Section 2.4. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Amendment by signing any such
counterpart.
Section 2.5. This Amendment shall be governed by, and
interpreted and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
XXXXX XXXXXX, INC.
By: /s/ H. XXXXXXX XXXXXXXXXXXXX
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Name: H. XXXXXXX XXXXXXXXXXXXX
Title: TREASURER
THE CASE MANHATTAN BANK, as
Agent and a Bank
By: /s/ Xxxxxx X. Teryo
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Name: Xxxxxx X. Teryo
Title: Vice President
2
FLEET BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President
COOPERATIVE CENTRALE RAIFFEISSEN-
BOERENLEENBANK, B.A. - "RABOBANK
NEDERLAND", NEW YORK BRANCH
By: /s/ M. Xxxxxxxxx Xxxxxx
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Name: M. Xxxxxxxxx Xxxxxx
Title: Vice President
By: /s/ XXX XXXXX
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Name: XXX XXXXX
Title: Senior Credit Officer
EUROPEAN AMERICAN BANK
By: /s/ Xxxxxx X. Baccagline
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Name: Xxxxxx X. Baccagline
Title: Vice President