EXHIBIT 10.7
SIXTH AMENDMENT TO
REVOLVING LOAN AGREEMENT
THIS SIXTH AMENDMENT TO REVOLVING LOAN AGREEMENT dated as of September 1, 1998
(this "Amendment") is between XXXXXX CAPITAL GROUP, INC., a Delaware corporation
(the "Borrower") and LASALLE NATIONAL BANK, a national banking association (the
"Bank").
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank entered into a Loan Agreement dated as of
February 12, 1997, as amended by a First Amendment dated February 27, 1997, a
Second Amendment dated November 1, 1997, a Third Amendment dated as of May 1,
1998, a Fourth Amendment dated June 1, 1998 and a Fifth Amendment dated as of
August 1, 1998 (as so amended, the "Agreement"); and
WHEREAS, the Borrower and the Bank have agreed to amend the Agreement as more
fully described herein.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms uses herein without definition shall have
the respective meanings set forth in the Agreement.
2. AMENDMENTS TO THE AGREEMENT.
2.1 Amendment to Section 1.1. The definition of "Average Yield" set
forth in Section 1.1 of the Agreement is hereby deleted and in lieu thereof is
inserted the following: "Average Yield" means for a Fixed Rate Loan the Lender's
cost of funds in the like term treasury yield plus the corresponding swap spread
as determined by Bloomberg Financial Market Commodities News.
2.2 Amendment to Section 1.1. The definition of "Revolving Credit
Maturity Date" set forth in Section 1.1 of the Agreement is hereby amended by
deleting therefrom the date "September 1, 1998" and substituting therefor the
date "September 1, 1999".
2.3 Amendment to Section 1.1. The definition of "LIBOR Margin" set
forth in Section 1.1 of the Agreement is hereby deleted and in lieu thereof is
inserted the following: "LIBOR Margin" means one and 15/100 percent (1.15%).
2.4 Amendment to Section 1.1. The definition of the term "Revolving
Note" appearing in Section 1.1 of the Loan Agreement is hereby amended and
restated in its entirety to read as follows:
"Revolving Note" means that certain Substitute Revolving Note dated as of
September 1, 1998 in the original aggregate maximum principal amount of Twelve
Million Dollars ($12,000,000), as the same may be amended, modified or
supplemented from time to time, and together with any renewals thereof or
exchanges or substitutes therefor.
2.5 Replacement of Section 2.1. Section 2.1 of the Loan Agreement is
hereby amended and restated in its entirety to read as follows:
2.1 Revolving Loan Commitment. On the terms and subject to the
conditions set forth in this Agreement, Bank agrees to make revolving credit
available to Borrower from time to time prior to the Revolving Credit
Termination Date in such aggregate amounts as the Borrower may from time to time
request but in no event exceeding Twelve Million Dollars ($12,000,000) (the
"Revolving Credit Commitment"). The Revolving Credit Commitment shall be
available to Borrower by means of Revolving Loans, it being understood that
Revolving Loans may be repaid and used again during the period from the date
hereof to and including the Revolving Credit Termination Date, at which time the
Revolving Credit Commitment shall expire.
2.6 Replacement of Section 3.1 Section 3.1 of the Loan Agreement is
hereby amended and restated in its entirety to read as follows:
3.1 Revolving Note. The Revolving Loans made by Bank under the
Revolving Credit Commitment shall be evidenced by that certain Revolving Note
dated as of September 1, 1998, payable to the order of the Bank in the maximum
aggregate principal amount of Twelve Million Dollars ($12,000,000). The unpaid
principal amount of the Revolving Loan shall bear interest and be due and
payable as provided in this Agreement and the Revolving Note. Payments to be
made by Borrower under the Revolving Note shall be made a the time, in the
amounts and upon the terms set forth herein and therein.
2.7 Replacement of Exhibit 3.1 Exhibit 3.1 attached hereto as made a
part of the Agreement is hereby deleted in its entirety and Exhibit 3.1 attached
hereto is hereby substituted therefor.
2.8 Amendment to Section 7.2(i)(iii). Section 7.2(i)(iii)(C) is hereby
deleted and in lieu thereof is inserted the following:
(C) six-tenths of one percent (0.60%) from January 1, 1999
through December 31, 1999, and (D) seven-tenths of one percent (0.70%)
from January 1, 2000 through the Termination Date, in each case
calculated in accordance with GAAP.
3. WARRANTIES. To induce the Bank to enter into this Amendment, the Borrower
warrants that:
3.1 Authorization. The Borrower is duly authorized to execute and
deliver this Amendment and is and will continue to be duly authorized to borrow
monies under the Agreement, as amended hereby, and to perform its obligations
under the Agreement, as amended hereby.
3.2 No Conflicts. The execution and delivery of this Amendment and the
performance by the Borrower of its obligations under the Agreement, as amended
hereby, do not and will not conflict with any provision of law or of the charter
or by-laws of the Borrower or of any agreement binding upon the Borrower.
3.3 Validity and Binding Effect. The Agreement, as amended hereby, is a
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors' rights or by general principles of equity limiting
the availability of equitable remedies.
3.4 No Default. As of the date hereof, no Event of Default under
Section 8 of the Agreement, as amended by this Amendment, or event or condition
which, with the giving of notice or the passage of time, shall constitute an
Event of Default, has occurred or is continuing.
3.5 Warranties. As of the date hereof, the representations and
warranties in Section 7 of the Agreement are true and correct as though made on
such date, except for such changes as are specifically permitted under the
Agreement.
4. GENERAL.
4.1 Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of Illinois.
4.2 Successors. This Amendment shall be binding upon the Borrower and
the Bank and their respective successors and assigns, and shall inure to the
benefit of the Borrower and the Bank and their respective successors and
assigns.
4.3 Confirmation of the Agreement. Except as amended hereby, the
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
5. EFFECTIVENESS. This Amendment shall become effective upon receipt by the Bank
of the following documents, duly executed by the parties thereto:
(a) This Amendment;
(b) Substitute Revolving Note in the form of Exhibit 3.1 attached
hereto duly executed by the Borrower;
(c) Security Agreement and Assignment of European American Bank
Safekeeping Account;
(d) Amended and Restated Third Party Safekeeping Agreement; and
(e) Such other documents as the Bank reasonably may request.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
LASALLE NATIONAL BANK
By: /s/ X. Xxxxxxx Its:________________________________
XXXXXX CAPITAL GROUP, INC.
By: /s/ J. Xxxxxxxxxxx Xxxxxxx Its: CFO
_________________________________
