EXHIBIT 10.53
FIRST AMENDMENT TO
LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made as
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of March 27, 2000, by and among between ZEFER Corp., a Delaware corporation (the
"Borrower"), and GTCR Capital Partners, L.P., a Delaware limited partnership
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(the "Lender"). Except as otherwise indicated, capitalized terms used herein and
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not otherwise defined shall have the meanings ascribed to such terms in the Loan
Agreement (as defined below).
WHEREAS, the Borrower and the Lender are parties to that certain Loan
Agreement, dated as of November 24, 1999 (the "Loan Agreement"), pursuant to
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which the Borrower and the Lender have agreed that the Lender shall make Loans
to the Borrower on the terms and conditions set forth therein; and
WHEREAS, the Borrower and the Lender desire to make certain amendments
to the Loan Agreement in accordance with Section 11.3 thereof.
NOW, THEREFORE, in consideration of the foregoing recitals and the
respective agreements set forth herein, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to amend the Loan Agreement as
follows:
1. Subsection 2.2.3 of the Loan Agreement is hereby amended by adding at
the end thereof the following:
"Notwithstanding the foregoing, the Lender's obligation to make any
additional Loans to the Borrower hereunder shall terminate upon the consummation
of an initial public offering of the Borrower's equity securities."
2. Subsection 3.5.3 of the Loan Agreement is hereby amended by deleting
it in its entirety and by adding the following in its place:
3.5.3. Public Offering. The Borrower shall immediately apply the Net
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Public Offering Proceeds received from the initial public offering of its equity
securities pursuant to an effective registration statement under the Securities
Act in the following order and manner: (i) first, the Net Public Offering
Proceeds shall be used to fully repay the Xxxxxx Indebtedness; (ii) second, an
additional amount of Net Public Offering Proceeds not to exceed $23,400,000
shall be retained by the Borrower for working capital and other general
corporate purposes; (iii) third, an additional amount of Net Public Offering
Proceeds not to exceed $33,200,000 in the aggregate shall be divided evenly with
(a) one-half of such amount applied to repay the Loans and (b) the other half of
such amount retained by the Borrower for working capital and other general
corporate purposes; and (iv) fourth, the remaining Net Public Offering Proceeds
will be applied to repay the Loans. All payments on the Loans under this
subsection 3.5.3 will be applied first to accrued and unpaid interest (including
Capitalized Interest) outstanding on the Loans and then to principal. To the
extent the
Net Public Offering Proceeds from the Borrower's initial public offering of its
equity securities are insufficient to permit the Company to satisfy in full
subsections 3.5.3(i) through 3.5.3(iv), the Net Public Offering Proceeds from
any and all subsequent public offerings of the Borrower's equity securities
shall be applied in the same order and manner taking into account the
application of the Net Public Offering Proceeds from all prior public offerings
of the Borrower's equity securities (i.e., treating all such Net Public Offering
Proceeds as if they were received in connection with a single public offering).
3. The definition of "Maturity Date" in Section 12 of the Loan Agreement
is hereby amended by deleting it in its entirety and by adding the following in
its place:
"Maturity Date" means the earlier of (i) November 24, 2004 and (ii)
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the first anniversary of the closing date of the initial public offering of
the Borrower's equity securities.
4. Section 12 of the Loan Agreement shall be further amended by inserting
into such Section the following definitions:
"Xxxxxx Indebtedness" means all outstanding principal and accrued
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unpaid interest thereon payable by the Borrower to Xxxxxx Trust and Savings
Bank pursuant to that Unsecured Note made by the Borrower in favor of
Xxxxxx Trust and Savings Bank on July 16, 1999.
"Net Public Offering Proceeds" means the proceeds received by the
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Borrower from any public offering of its equity securities pursuant to an
effective registration statement under the Securities Act, net of any
underwriting discounts and commissions and other reasonable and customary
transactions costs, fees and expenses properly attributable to any such
offering and payable by the Borrower to non-Affiliates in connection
therewith.
5. Full Force and Effect. Other than as specifically provided herein,
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the Loan Agreement, as amended hereby, shall remain in full force and effect,
and is hereby ratified and confirmed in all respects.
6. Amendment. As required by Section 11.3 of the Loan Agreement, the
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Borrower and the Lender hereby consent to this Amendment.
7. Counterparts. This Amendment may be executed in separate
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counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first written above.
ZEFER CORP.
By: /s/ Xxxxx Xxxxx
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Its:______________________________________
GTCR CAPITAL PARTNERS, L.P.
By: GTCR Mezzanine Partners, L.P.
Its: General Partner
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxxxxxx
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Its: Principal
SIGNATURE PAGE TO FIRST AMENDMENT TO LOAN AGREEMENT
