Exhibit 10(dd)
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Agreement") is made as of this
12th day of June, 2002 between X-XXX.XXX CORP., a Pennsylvania corporation
("C-Cor"), BROADBAND CAPITAL CORPORATION, a Delaware corporation ("Broadband,"
and collectively with C-Cor, the "Borrowers") and CITIZENS BANK OF PENNSYLVANIA
(the "Bank").
W I T N E S S E T H :
WHEREAS, the Borrowers and the Bank are parties to a Credit Agreement
dated as of February 26, 2002 (the "Credit Agreement"), pursuant to which the
Bank agreed, among other things to extend to the Borrowers a revolving credit
facility;
WHEREAS, capitalized terms used herein but not defined in this
Agreement shall have the meanings ascribed to them in the Credit Agreement;
WHEREAS, the Borrowers have requested that the Credit Agreement be
amended in order to extend the Revolving Credit Expiration Date; and
WHEREAS, the Bank is willing to grant such request, subject to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and intending to be legally bound, the Borrowers and the Bank hereby
covenant and agree as follows:
1. Amendments. Upon the execution and delivery by the Borrowers and the
Bank of this Agreement, the Credit Agreement shall be amended as follows:
(a) The definition of Revolving Credit Expiration Date set forth in
Section 1.01 of the Credit Agreement is deleted in its entirety and replaced
with the following:
"Revolving Credit Expiration Date" shall mean September 30, 2002."
2. Other Terms Confirmed. All other terms and conditions of the Credit
Agreement, including, without limitation, the right of the Bank to CONFESS
JUDGMENT, are hereby confirmed and shall remain in full force and effect without
modification. From and after the effectiveness of the amendments set forth in
Section 1 hereof, all references in any document or instrument to the Credit
Agreement shall mean the Credit Agreement as amended by this Agreement.
3. No New Indebtedness. The Borrowers specifically acknowledge and agree
that this Agreement shall not represent in any way the extension of any
additional credit by the Bank to the Borrowers, or the satisfaction of any
indebtedness evidenced by Loan Documents or the Credit Agreement as amended
hereby.
4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
5. Headings. The descriptive headings which are used in this Agreement are
for convenience only and shall not affect the meaning of any provision of this
Agreement.
6. Governing Law. This Agreement shall be governed by and construed under
the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws
principles.
[SIGNATURE LINES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the day and year first
written above.
ATTEST: X-XXX.XXX CORP.
/s/ Xxxxxx X. Xxxxxxx By: /s/ X.X. Xxxxxxx
--------------------- -----------------------------
By: Xxxxxx X. Xxxxxxx Name: X.X. Xxxxxxx
Title: Title: CFO
[CORPORATE SEAL]
ATTEST: BROADBAND CAPITAL CORPORATION
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
--------------------- -----------------------------
By: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: Title: President
[CORPORATE SEAL]
CITIZENS BANK OF PENNSYLVANIA
By: /s/ Xxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
