SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND
AMENDMENT TO CREDIT AGREEMENT
This
Second Amendment to Credit Agreement is entered into as of October 1, 2008,
by
and between Highbury
Financial Inc.,
a
Delaware corporation (“Borrower”) and City
National Bank,
a
national banking association (“CNB”).
RECITALS
A. Borrower
and CNB are parties to that certain Credit Agreement, dated as of November
9,
2006, as amended by a First Amendment to Credit Agreement dated October 31,
2007
(the Credit Agreement, as herein amended, hereinafter the “Credit
Agreement”).
B. Borrower
and CNB desire to supplement and amend the Credit Agreement as hereinafter
set
forth.
NOW,
THEREFORE,
the
parties agree as follows:
1. |
Definitions.
Capitalized terms used in this Amendment without definition shall have
the
meanings set forth in the Credit
Agreement.
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2. |
Amendments.
The Credit Agreement is amended as
follows:
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2.1 Section
1.30 (Termination
Date)
is
stricken and replaced with the following:
“1.30 “Termination
Date”
means
September 30, 2009. Notwithstanding the foregoing, CNB may, at its option,
terminate this Agreement pursuant to the Section entitled “CNB’s Remedies”; the
date of any such termination will become the Termination Date as that term
is
used in this Agreement.”
2.2 Section
2.1.1 (Interest)
is
stricken and replaced with the following:
“2.1.1 Interest.
The
Revolving Credit Loans will bear interest from disbursement until due (whether
at stated maturity, by acceleration or otherwise) at a rate equal to, at
Borrower’s option, either (a) for a LIBOR Loan, the LIBOR Interest Rate plus two
and three quarters percent (2.75%) per year, or (b) for a Prime Loan, the
fluctuating Prime Rate plus one half of one percent (0.50%) per year. Interest
on the Revolving Credit Loans and other charges incurred under this Agreement
will accrue daily and be payable (a) in the case of a LIBOR Loan in which the
Interest Period is (i) 3 months or less, the last day of such Interest Period
and (ii) more than 3 months, the date that is 3 months from the first day of
such Interest Period, then 3 months after each such date if applicable, and,
in
addition, the last day of such Interest Period and (b) in the case of a Prime
Loan, monthly in arrears, on the last day of each month, commencing on the
first
such date following disbursement; (c) if a LIBOR Loan, upon any prepayment
of
any LIBOR Loan (to the extent accrued on the amount prepaid); and (d) at the
Termination Date. A Revolving Credit Loan will be a Prime Loan any time it
is
not a LIBOR Loan.
3. |
Existing
Agreement.
Except as expressly amended herein, the Credit Agreement shall remain
in
full force and effect, and in all other respects is
affirmed.
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4. |
Conditions
Precedent.
This Amendment shall become effective upon CNB’s receipt of this Amendment
duly executed by Borrower.
|
5. |
Counterparts.
This Amendment may be executed in any number of counterparts, and all
such
counterparts taken together shall be deemed to constitute one and the
same
instrument.
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6. |
Governing
Law.
This Amendment and the rights and obligations of the parties hereto
shall
be construed in accordance with, and governed by the laws of the State
of
California.
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IN
WITNESS WHEREOF, the
parties have executed this Amendment as of the day and year first above
written.
“Borrower” |
Delaware corporation
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By: | /s/ Xxxxxxx Xxxxx | |
Xxxxxxx Xxxxx, Chief Executive Officer |
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“CNB” |
City National Bank,
a national banking
association |
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By: | /s/ Xxxxx Xxxxx | |
Xxxxx
Xxxxx, Senior Vice President
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