Exhibit 10.17
AMENDMENT NO. 10 TO
LOAN AGREEMENT
This Amendment No. 10 to Loan Agreement (the "Amendment") is dated as of
the 22nd day of December, 2005 and is by and between LASALLE BANK NATIONAL
ASSOCIATION ("Lender") and eLOYALTY CORPORATION, a Delaware corporation (the
"Borrower").
WITNESSETH:
WHEREAS, Lender and Borrower are parties to that certain Loan Agreement,
dated as of December 17, 2001 (as amended or otherwise modified from time to
time, the "Loan Agreement"; capitalized terms used herein without definition
shall have the meanings ascribed to such terms in the Loan Agreement); and
WHEREAS, the Borrower has requested that the Loan Agreement be amended in
certain respects;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each of Lender and Borrower hereby agree as follows:
1. Amendments to Loan Agreement. In reliance on the representations and
warranties set forth in Section 2 of this Amendment and subject to the
satisfaction of the conditions precedent set forth in Section 3 of this
Amendment, the Loan Agreement is hereby amended as follows:
1.1. Clause (b) of Section 9.7 of the Loan Agreement is hereby amended and
restated in its entirety as follows:
"(b) as soon as available, and in any event within forty-five (45) days
following the end of each fiscal quarter, a copy of the financial
statements of the Borrower regarding such fiscal quarter, including
balance sheet, statement of income and retained earnings, statement of
cash flows for the fiscal quarter then ended and such other information
(including nonfinancial information) as the Bank may request, in
reasonable detail, prepared and certified as accurate by the Borrower."
2. Representations and Warranties. To induce the Lender to enter into this
Amendment, the Borrower hereby represents and warrants to the Lender that:
2.1. the execution, delivery and performance by the Borrower of this
Amendment and each of the other agreements, instruments and documents
contemplated hereby are within its corporate power, have been duly authorized by
all necessary corporate action, have received all necessary governmental
approval (if any shall be required), and do
not and will not contravene or conflict with any provision of law applicable to
the Borrower, the certificate of incorporation and by-laws of the Borrower (as
amended to date), any order, judgment or decree of any court or governmental
agency, or any agreement, instrument or document binding upon the Borrower or
any of its property;
2.2. each of the Loan Agreement and the other Loan Documents, each as
amended by this Amendment, are the legal, valid and binding obligation of the
Borrower to the extent the Borrower is a party thereto, and the Loan Agreement
and such Loan Documents are enforceable against the Borrower in accordance with
their respective terms;
2.3. the representations and warranties of Borrower contained in the Loan
Agreement and the Loan Documents, each as amended hereby, are true and correct
in all material respects as of the date hereof, with the same effect as though
made on the date hereof, except to the extent that such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties are true and correct as of such earlier date; and
2.4. Borrower has performed in all material respects all of its
obligations under the Loan Agreement and the other Loan Documents to be
performed by it on or before the date hereof and as of the date hereof, Borrower
is in compliance with all applicable terms and provisions of the Loan Agreement
and each of the other Loan Documents to be observed and performed by it and,
assuming the effectiveness of the consents set forth herein, no Event of Default
has occurred and is continuing.
3. Conditions. The effectiveness of the amendments and consents set forth
above is subject to the following conditions precedent:
3.1. Borrower shall have executed and delivered to Lender, or shall have
caused to be executed and delivered to Lender, each in form and substance
satisfactory to Lender, this Amendment and such other documents, instruments and
agreements as Lender may reasonably request.
3.2. All proceedings taken in connection with the transactions
contemplated by this Amendment and all documents, instruments and other legal
matters incident thereto shall be satisfactory to Lender and its legal counsel.
3.3. Assuming the effectiveness of the consents set forth herein, no Event
of Default shall have occurred and be continuing.
4. References; Effectiveness. Each of the Lender and the Borrower hereby
agree that all references to the Loan Agreement which are contained in any of
the other Loan Documents shall refer to the Loan Agreement as amended by this
Amendment.
5. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Amendment.
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6. Continued Effectiveness. Except as specifically set forth herein, the
Loan Agreement and each of the other Loan Documents shall continue in full force
and effect according to their respective terms.
7. Governing Law. This Amendment shall be a contract made under and
governed by the internal laws of the State of Illinois.
8. Costs and Expenses. Borrower hereby agrees that all expenses incurred
by the Lender in connection with the preparation, negotiation and closing of the
transactions contemplated hereby, including without limitation reasonable
attorneys' fees and expenses, shall be part of the Obligations.
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IN WITNESS WHEREOF, this Amendment has been executed as of, and is
effective as of, the day and year first written above.
eLOYALTY CORPORATION, a Delaware
corporation, as Borrower
By Xxxxxx Xxxxxxx
Its VP, Operations & CFO
LASALLE BANK NATIONAL ASSOCIATION, as
Lender
By Xxxx X. Xxxx
Its VP
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