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EXHIBIT 10.20
EXTENSION AMENDMENT
AMENDMENT, dated as of March 29, 1999 (this "Amendment"), to and in
respect of the Master Loan and Security Agreement, dated as of May 15, 1998 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"Existing Loan Agreement", and as amended hereto, the "Loan Agreement"), between
XXXXXXXX CAPITAL CORPORATION, a Georgia corporation (the "Borrower"), and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, a New York Banking corporation (the
"Lender").
RECITALS
The Borrower has requested the lender to agree to amend certain provisions
of the Existing Loan Agreement to extend the Termination Date as set forth in
this Amendment. The Lender is willing to agree to such amendment, but only on
the terms and subject to the conditions set forth in this Amendment (unless
otherwise defined herein, terms, defined in the Existing Loan Agreement are used
herein as therein defined).
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrower and the Lender hereby agree as follows:
SECTION 1. Amendment. Section 1.01 of the Existing Loan Agreement is
hereby amended by deleting the definition of "Termination Date" and
substituting in lieu thereof the following new definition:
"'Termination Date' shall mean April 5, 1999."
SECTION 2. Effectiveness. This Amendment shall become effective upon the
receipt by the Lender of evidence satisfactory to the Lender that this
Amendment has been duly executed and delivered by the Borrower.
SECTION 3. Reservation of Rights. The Lender hereby advises the Borrower
that, other than expressly provided herein, the Lender does not waive any
Defaults or Events of Default which may exist, and that the current
non-exercise of rights, remedies, powers and privileges by the Lender under
the Loan Documents and applicable law with respect to such Defaults or Events
of Default, if any, shall not be, and shall not be construed as, a waiver
thereof, and the Lender reserves its rights (i) fully to invoke any and all
such rights, remedies, powers and privileges under the Loan Documents and
applicable law at any time any of them deems appropriate in such respect of any
Defaults or Events of Default that may exist, (ii) to refuse to make available
any further extensions of credit except in strict accordance with the terms of
the Loan Documents and (iii) to require that all Advances bear interest at the
rates specified in the Loan Agreement. Nothing in this Amendment, and no
extension of credit
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made by the Lender on or after the date hereof, shall be construed as an
acknowledgment or determination by the Lender that no Default or Event of
Default has occurred or is continuing.
SECTION 4. No Other Amendments. Except as expressly amended hereby, the
Existing Loan Agreement and the other Loan Documents shall remain in full force
and effect in accordance with their respective terms, without any waiver,
amendment or modification of any provision thereof.
SECTION 5. Counterparts. This Amendment may be executed by one or more of
the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
SECTION 6. Expenses. The Borrower agrees to pay and reimburse the Lender
for all of the out-of-pocket costs and expenses incurred by the Lender in
connection with the preparation, execution and delivery of this Amendment,
including, without limitation, the fees and disbursements of Cadwalader,
Xxxxxxxxxx & Xxxx, counsel to the Lender.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
XXXXXXXX CAPITAL CORPORATION
BY: /s/ Xxxxxx Gribanhoff
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Name: Xxxxxx Gribanhoff
Title: CFO
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Lender
BY: /s/ Xxxxx Xxxx
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Name: XXXXX XXXX
Title: VICE PRESIDENT
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