SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of July __,
1998, amends and supplements that certain Credit Agreement dated as of
March 11, 1998, as amended to date (as so amended, the "Credit
Agreement"), among BANDO XXXXXXXXXX SMALL BUSINESS LENDING CORPORATION, a
Wisconsin corporation (the "Company"), the financial institutions from
time to time party thereto (individually a "Lender" and collectively the
"Lenders"), and FIRSTAR BANK MILWAUKEE, N.A., as agent for the Lenders (in
such capacity, the "Agent").
RECITAL
The Company, the Lenders and the Agent desire to amend the
Credit Agreement as provided below.
AGREEMENTS
In consideration of the promises and agreements set forth in the
Credit Agreement, as amended hereby, the Lenders, the Agent and the
Company agree as follows:
1. Definitions and References. Capitalized terms not
otherwise defined herein have the meanings assigned to them in the Credit
Agreement. All references to the Credit Agreement contained in the Loan
Documents shall, upon fulfillment of the conditions set forth in section 3
below, mean the Credit Agreement as amended by this Second Amendment.
2. Amendments to Credit Agreement. The Credit Agreement is
amended as follows:
(a) Section 9.15 is created toread as follows:
9.15 Release of Mortgage Collateral. If the
Company disposes of any real property constituting Eligible
Leased Real Estate, in a bona fide, arm's length transaction,
the Banks agree that the Collateral Agent shall promptly release
any mortgage and assignment of leases and rents, in favor of the
Collateral Agent, for the benefit of the Lenders, encumbering
the relevant Eligible Leased Real Estate, upon payment by the
Company to the Agent, for the benefit of the Lenders, of an
amount equal to the net book value of such Eligible Leased Real
Estate as of the date of such disposition.
(b) The Company, the Agent and the Lenders acknowledge and
agree that for a period of 180 days following the date of this Second
Amendment, the Established Value of Eligible Leased Real Estate, for
purposes of calculating the Leased Real Estate Borrowing Base Amount,
shall be determined as set forth on Exhibit K attached hereto. The
Company, the Agent and the Lenders further acknowledge and agree that at
the expiration of such 180-day period the Established Value for Eligible
Leased Real Estate shall be reduced to $0, unless, prior to the expiration
of such 180-day period, the Company has delivered to the Agent the updated
appraisals required by the Agent with respect to Eligible Leased Real
Estate.
(c) Exhibit K attached hereto shall be deemed an Exhibit
to the Credit Agreement.
3. Effectiveness of Second Amendment. This Second Amendment
shall become effective upon its execution and delivery by the Company, the
Lenders and the Agent.
4. Representations and Warranties. The Company represents and
warrants to the Lenders and the Agent that:
(a) The execution and delivery of this Second Amendment
and the performance by the Company of its obligations hereunder, are
within its corporate power, have been duly authorized by proper corporate
action on the part of the Company, are not in violation of any existing
law, rule or regulation of any governmental agency or authority, any order
or decision of any court, the Articles of Incorporation or By-Laws of the
Company or the terms of any agreement, restriction or undertaking to which
the Company is a party or by which it is bound, and do not require the
approval or consent of the shareholders of the Company, any governmental
body, agency or authority or any other person or entity; and
(b) The representations and warranties contained in the
Loan Documents are true and correct in all material respects as of the
date of this Second Amendment except (i) the representations and
warranties contained in section 3.3 of the Credit Agreement shall apply to
the most recent financial statements delivered by the Company to the
Lenders pursuant to sections 5.1 and 5.2 of the Credit Agreement and (ii)
for changes contemplated or permitted by the Loan Documents and, to the
Company's knowledge, no condition exists or event or act has occurred
that, with or without the giving of notice or the passage of time, would
constitute an Event of Default under the Credit Agreement.
5. Costs and Expenses. The Company agrees to pay to the
Agent, on demand, all costs and expenses (including reasonable attorneys'
fees) paid or incurred by the Agent in connection with the negotiation,
execution and delivery of this Second Amendment.
6. Full Force and Effect. The Credit Agreement, as amended
hereby, remains in full force and effect.
7. Counterparts. This Second Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one
agreement, and any of parties hereto may execute this Second Amendment by
signing any such counterpart.
BANDO XXXXXXXXXX SMALL BUSINESS LENDING
CORPORATION
BY_____________________________
Its___________________________
FIRSTAR BANK MILWAUKEE, N.A.,
as the Agent
BY_____________________________
Its___________________________
FIRSTAR BANK MILWAUKEE, N.A.,
as a Lender
BY_____________________________
Its___________________________
U.S. BANK NATIONAL ASSOCIATION
(formerly known as First Bank National
Association)
BY_____________________________
Its___________________________
LASALLE NATIONAL BANK
BY_____________________________
Its___________________________
XXXXXX TRUST AND SAVINGS BANK
BY_____________________________
Its___________________________
THE HUNTINGTON NATIONAL BANK
BY_____________________________
Its___________________________
