SECOND AMENDMENT
TO LOAN AND SECURITY AGREEMENT
Dated as of March 12, 1997
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT dated as of
March 12, 1997 amends the Loan and Security Agreement dated as of February 7,
1997 (as previously amended, the "Loan Agreement") among certain financial
institutions, BANKAMERICA BUSINESS CREDIT, INC., as Agent (the "Agent"), MERCURY
FINANCE COMPANY and certain other borrowers. Terms defined in the Loan
Agreement are, unless otherwise defined herein or the context otherwise
requires, used herein as defined therein.
WHEREAS, the Borrowers, the Agent and the Lenders have entered into
the Loan Agreement which provides for the Lenders to make Loans to the Borrowers
from time to time; and
WHEREAS, the parties hereto desire to amend the Loan Agreement in
certain respects as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENT. Effective on (and subject to the occurrence of)
the Second Amendment Effective Date (as defined below), the definition of
"Stated Termination Date" in Section 1 of the Loan Agreement is hereby amended
to state in its entirety as follows:
"Stated Termination Date" means June 10, 1997, as such date may be
extended pursuant to Section 4.2(b)."
SECTION 2 REPRESENTATIONS AND WARRANTIES. Each Borrower represents
and warrants to the Agent and the Lenders that (a) each warranty set forth in
Section 8 of the Loan Agreement as amended by this Second Amendment (as so
amended, the "Amended Loan Agreement") is, or upon the effectiveness hereof will
be, true and correct in all material respects on and as of the Second Amendment
Effective Date as though made on and as of such date, other than any such
representation or warranty which relates to a specified prior date and no event
has occurred or is continuing, or would result from the execution and delivery
of this Second Amendment, which constitutes a Default or an Event of Default,
(b) the execution and delivery by the Borrowers of this Second Amendment and the
performance by the Borrowers of their respective obligations under the Amended
Loan Agreement (i) are within the corporate powers of the Borrowers, (ii) have
been duly authorized by all necessary corporate action, (iii) have received all
necessary approvals, or authorization of, or declaration or filing with, any
Governmental Authority, (iv) do not require any consent of any other Person,
except for those already duly obtained, including the consents with respect to
the agreements listed on Schedule I hereto, and (v) do not and will not
contravene or conflict with any provision of law or of the articles of
incorporation or by-laws of any Borrower or of any indenture, loan agreement or
other contract, order or decree which is binding upon any Borrower, (c) the
Amended Loan Agreement is the legal, valid and binding obligation of the
Borrowers, enforceable against the Borrowers in accordance with its terms, and
(d) the Borrowers have paid the accrued and unpaid interest to creditors of the
Borrowers under the agreements listed on Schedule I hereto including all amounts
required as a condition to any consent referred to in clause (b)(iv), which
amounts are set forth in full on Schedule II hereto.
SECTION 3 EFFECTIVENESS. The amendments set forth in Section 1 above
shall become effective, as of the day and year first above written, on such date
(herein called the "Second Amendment Effective Date") when the Agent shall have
received counterparts of this Second Amendment executed by all of the parties
hereto and appropriate evidence of payment of the amount set forth in Schedule
II.
SECTION 4 MISCELLANEOUS.
4.1 Waiver. The Agent and the Lenders agree that nothing in Section
8.11 of the Loan Agreement shall prohibit the payment of the amounts set forth
in Section 2(d) hereof. This agreement shall be limited to its terms and shall
not constitute a waiver of any other rights that the Agent and the Lenders may
have from time to time.
4.2 Continuing Effectiveness, etc. As herein amended, the Loan
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. After the Second Amendment Effective Date, all
references in the Loan Agreement to "Loan Agreement", "Agreement" or similar
terms shall refer to the Amended Loan Agreement.
4.3 Counterparts. This Second 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 one and the same Second Amendment.
4.4 Governing Law. This Second Amendment shall be a contract made
under and governed by the internal laws of the State of Illinois.
4.5 Successors and Assigns. This Second Amendment shall be binding
upon the Borrowers, the Lenders and the Agent and their respective successors
and assigns, and shall inure to the benefit of the Borrowers, the Lenders and
the Agent and the respective successors and assigns of the Agent and the
Lenders.
Delivered at Chicago, Illinois, as of the day and year first above
written.
MERCURY FINANCE COMPANY
By
Name:
Title:
MERCURY FINANCE CORPORATION OF ALABAMA
MERCURY FINANCE COMPANY OF ARIZONA
MERC FINANCE COMPANY OF CALIFORNIA
MERCURY FINANCE COMPANY OF COLORADO
MERCURY FINANCE COMPANY OF DELAWARE
MERCURY FINANCE COMPANY OF FLORIDA
MERCURY FINANCE COMPANY OF GEORGIA
MERCURY FINANCE COMPANY OF IDAHO
MERCURY FINANCE COMPANY OF ILLINOIS
MERCURY FINANCE COMPANY OF INDIANA
MERCURY FINANCE COMPANY OF IOWA
MERCURY FINANCE COMPANY OF KANSAS
MERCURY FINANCE COMPANY OF KENTUCKY
MERCURY FINANCE COMPANY OF LOUISIANA
MERCURY FINANCE COMPANY OF MICHIGAN
MERCURY FINANCE COMPANY OF MISSISSIPPI
MERCURY FINANCE COMPANY OF MISSOURI
MERCURY FINANCE COMPANY OF NEVADA
MERCURY FINANCE COMPANY OF NEW MEXICO
MERCURY FINANCE COMPANY OF NEW YORK
MERCURY FINANCE COMPANY OF NORTH CAROLINA
MERCURY FINANCE COMPANY OF OHIO
MFC FINANCE COMPANY OF OKLAHOMA
MERCURY FINANCE COMPANY OF OREGON
MERCURY FINANCE COMPANY OF PENNSYLVANIA
MERCURY FINANCE COMPANY OF SOUTH CAROLINA
MERCURY FINANCE COMPANY OF TENNESSEE
MFC FINANCE COMPANY OF TEXAS
MERCURY FINANCE COMPANY OF UTAH
MERCURY FINANCE COMPANY OF VIRGINIA
MERCURY FINANCE COMPANY OF WASHINGTON
MERCURY FINANCE COMPANY OF WISCONSIN
FILCO MARKETING COMPANY
MFC FINANCIAL SERVICES, INC.
GULFCO FINANCE COMPANY
GULFCO INVESTMENT, INC.
MIDLAND FINANCE CO.
By
Name:
Title:
BANKAMERICA BUSINESS CREDIT,
INC., as a Lender and as the Agent
By
Name:
Vice President
