1
SECOND AMENDMENT TO THIRD AMENDED
AND RESTATED LOAN AGREEMENT
This Second Amendment to Third Amended and Restated Loan Agreement (the
"Amendment") dated as of November 3, 1995, is between Bank of America National
Trust and Savings Association (the "Bank") and ▇▇▇▇▇▇▇▇ Incorporated (the
"Borrower").
RECITALS
A. The Bank and the Borrower entered into that certain Third Amended
and Restated Loan Agreement dated as of January 20, 1995, as amended June 30,
1995 (the "Agreement").
B. The Bank and the Borrower desire to further amend the Agreement.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this
Amendment shall have the meaning given to them in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
2.1 Paragraph 7.8(b) of the Agreement shall be amended to read in full
as follows:
"(b) Additional debts incurred with respect to
purchase money or capitalized lease obligations for capital
expenditures after 9/30/95 not to exceed in outstandings an
aggregate principal amount of Three Million Dollars
($3,000,000) at any one time."
2.2 Paragraph 7.9(i) of the Agreement shall be amended to read in full
as follows:
"(i) Purchase money Liens securing obligations
incurred in connection with purchases or capitalized leases
permitted by paragraph 7.8(b), provided that such Liens shall
be limited to the item or items being so purchased or leased."
2.3 The following shall be added to Paragraph 7.11 of the Agreement as
new Paragraph 7.11(d):
Exhibit 4.5
1
2
"(d) Conversion or exchange of any portion of the
Subordinated Debt to common stock of the Borrower, and the
payment to the holders of such Subordinated Debt of a premium
not exceeding $0.15 for each dollar of such Subordinated Debt,
provided that the aggregate payment for all such premiums in
any twelve-month period may not exceed One Million Dollars
($1,000,000). Prior to each premium payment, the Borrower
shall provide to the Bank a certificate executed by an officer
of the Borrower who is authorized to do so, indicating the
amount of premium to be paid per dollar of Subordinated Debt
that is being converted or exchanged and the aggregate amount
of the premium payment, and certifying that, giving effect to
the payment of that premium, no defaults exists under this
Agreement."
3. Representations and Warranties. When the Borrower signs this
Agreement, the Borrower represents and warrants to the Bank that: (a) there is
no event which is, or with notice or lapse of time or both would be, a default
under the Agreement, (b) the representations and warranties in the Agreement are
true as of the date of this Amendment as if made on the date of this Amendment,
(c) this Amendment is within the Borrower's powers, has been duly authorized,
and does not conflict with any of the Borrower's organizational papers, and (d)
this Agreement does not conflict with any law, agreement, or obligation by which
the Borrower is bound.
4. Effect of Amendment. Except as provided in this Amendment, all of
the terms and conditions of the Agreement shall remain in full force and effect.
This Amendment is executed as of the date stated at the beginning of
this Amendment.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:________________________________
J. ▇▇▇▇▇▇ ▇▇▇▇▇
Vice President
(signatures continue)
2
3
▇▇▇▇▇▇▇▇ INCORPORATED
By:________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President, Chief
Operating Officer and Chief
Financial Officer
By:__________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Secretary
3
