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EXHIBIT 10.2
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment"),
dated as of April 6, 1998, is entered into by and between LASALLE NATIONAL BANK,
a national banking association ("Lender"), and INSURANCE AUTO AUCTIONS, INC., a
California corporation ("Borrower").
WHEREAS, Lender has previously made available to Borrower a credit
facility pursuant to the terms and conditions of that certain Revolving Credit
Agreement, dated as of April 4, 1997, by and between Lender and Borrower, as
amended by an Amendment To Revolving Credit Agreement dated as of December 1,
1997, which, together with all exhibits and schedules thereto and amendments and
modifications thereof made in accordance with the terms thereof, if any, is
hereinafter referred to as the "Loan Agreement"; and
WHEREAS, pursuant to the Loan Agreement, Lender has extended certain
loans and credit extensions to Borrower; and
WHEREAS, Borrower has requested that Lender amend the Loan Agreement
pursuant to the terms and conditions of this Amendment as set forth herein; and
WHEREAS, Lender is willing to amend the Loan Agreement but only on the
terms and conditions set forth in this Amendment; and
WHEREAS, capitalized terms used but not defined herein have the
meanings assigned to such terms in the Loan Agreement.
NOW, THEREFORE, in consideration of the premises, to induce Lender to
enter into this Amendment, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by
each party hereto as follows:
Section 1. Amendment of the Loan Agreement. It is hereby agreed and
understood that, subject to the complete fulfillment and performance of the
conditions precedent set forth in Section 2 of this Amendment, the Loan
Agreement is hereby amended to delete Section 5.02(b)(vii) in its entirety.
Section 2. Conditions Precedent. The effectiveness of this Amendment
and the obligations of Lender hereunder are subject to the satisfaction, or
waiver by Lender, of the following conditions precedent on or before the date
hereof in addition to the conditions precedent specified in Section 3.02 of the
Loan Agreement:
A. Borrower shall have paid and/or reimbursed all fees, costs and
expenses relating to this Amendment and owed to Lender pursuant to the Loan
Agreement, if so requested by Lender; and
B. Borrower shall have delivered, or caused to be delivered, original
fully completed, dated and executed originals of this Amendment to Lender.
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C. The following statements shall be true and correct and Borrower, by
executing and delivering this Amendment to Lender, hereby certifies that the
following statements are true and correct as of the date hereof:
i. Other than as expressly contemplated by this Amendment,
since the date of the most recent financial statements furnished by
Borrower to Lender (which financial statements were true and correct in
all material respects and otherwise conformed to the requirements set
forth in the Loan Agreement for such financial statements), there shall
have been no change which has had or will have a material adverse
effect on the business, operations, properties, condition (financial or
otherwise) or prospects of Borrower;
ii. The representations and warranties of Borrower set forth
in the Loan Agreement and of Borrower set forth in this Amendment are
true and correct in all material respects on and as of the date of this
Amendment with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly
relate to an earlier date;
iii. After giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing; and
iv. No consents, licenses or approvals are required in
connection with the execution, delivery and performance by Borrower of
this Amendment or the validity or enforceability against Borrower of
this Amendment which have not been obtained and delivered to Lender.
Section 3. Miscellaneous.
A. Except as expressly amended and modified by this Amendment,
the Loan Agreement and the Loan Documents are and shall continue to be
in full force and effect in accordance with the terms thereof.
B. This Amendment may be executed by the parties hereto in
counterparts, and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.
C. This Amendment shall be construed in accordance with and
governed by the internal laws, and not the laws of conflict, of the
State of Illinois.
D. The headings contained in this Amendment are for ease of
reference only and shall not be considered in construing this
Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Revolving Credit Agreement to be duly executed as of the
date first above written.
INSURANCE AUTO AUCTIONS, INC.
BY: /s/ Xxxxx X. Xxxxxxxx
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Title: CFO and Senior Vice President
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LASALLE NATIONAL BANK
By: /s/ Xxxx Xxxxxxx
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Title: Loan Officer
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