SECOND AMENDMENT
TO AMENDED AND RESTATED LOAN AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
(this "Amendment") is made as of March 19, 1999 by and between CFC
INTERNATIONAL, INC., a Delaware corporation ("Borrower") and LASALLE BANK
NATIONAL ASSOCIATION, a national banking association ("Bank").
BACKGROUND
A. Borrower and Bank are parties to an Amended and Restated
Loan Agreement dated as of April 1, 1998, as amended as of November 13, 1998 (as
the same may be hereafter amended, modified or supplemented from time to time,
the "Loan Agreement"), pursuant to which Bank has made revolving loans and
advances in an aggregate principal amount outstanding not to exceed $4,500,000
to Borrower (the "Revolving Loan");
B. Borrower has requested that Bank (i) extend the maturity of
the Revolving Loan and (ii) modify certain financial covenants, and Bank is
willing to make such modifications provided that Borrower enter into this
Amendment and upon the terms and conditions set forth herein.
C. Terms used herein but not defined herein shall have the
meanings assigned to them in the Loan Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual promises herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
SECTION 1 AMENDMENTS TO LOAN AGREEMENT
1.1 Section 1 of the Loan Agreement is hereby amended by
deleting the date "April 1, 2000" in the definition of "Revolving Loan Maturity
Date" and by inserting in its place the date "April 1, 2001".
1.2 Section 10.1 is hereby amended by deleting the amount
"$12,000,000" in the second line thereof and by inserting in its place the
amount "$15,000,000".
1.3 Section 10.2 is hereby amended by deleting the phrase "2.0
to 1" in the third line thereof and by inserting in its place the phrase "2.5 to
1".
SECTION 2 REPRESENTATIONS AND WARRANTIES
To induce Bank to amend the Loan Agreement and grant its
consent and the requested waiver, Borrower represents and warrants to Bank that:
2.1 Compliance with Loan Agreement. On the date hereof,
Borrower is in compliance with the terms and provisions set forth in the Loan
Agreement (as modified by this Amendment) and no Event of Default specified in
Section 11 of the Loan Agreement, nor any event which would, upon notice or
lapse of time, or both, constitute such an Event of Default, has occurred.
2.2 Representations and Warranties. On the date hereof, the
representations and warranties and covenants set forth in Sections 7, 8, 9 and
10 of the Loan Agreement (as modified by this Amendment) are true and correct
with the same effect as though such representations and warranties and covenants
had been made on the date hereof, except to the extent that such representations
and warranties and covenants expressly relate to an earlier date.
2.3 Corporate Authority of Borrower. Borrower has full power
and authority to enter into this Amendment and to incur and perform the
obligations provided for under this Amendment and the Loan Agreement, all of
which have been duly authorized by all proper and necessary corporate action. No
consent or approval of stockholders or of any public authority or regulatory
body is required as a condition to the validity or enforceability of this
Amendment.
2.4 Amendment as Binding Agreement. This Amendment constitutes
the valid and legally binding obligation of Borrower, fully enforceable against
Borrower, in accordance with its terms.
2.5 No Conflicting Agreements. The execution and performance
by the Borrower of this Amendment will not (i) violate any provision of law, any
order of any court or other agency of government, or the Articles of
Incorporation or By-Laws of Borrower, (ii) violate any indenture, contract,
agreement or other instrument to which Borrower is a party, or by which its
property is bound, or be in conflict with, result in a breach of or constitute
(with due notice and/or lapse of time) a default under, any such indenture,
contract, agreement or other instrument or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any of the
property or assets of Borrower.
SECTION 3 CONDITIONS PRECEDENT
The agreement by Bank to amend the Loan Agreement is subject
to the following conditions precedent:
3.1 Borrower shall have delivered to Bank a replacement
Revolving Loan Note in the original principal amount of $4,500,000, made by
Borrower and payable to the order of Bank, in the form of Exhibit A attached
hereto.
3.2 Borrower shall have provided to Bank certified copies of
the unanimous written consent of its Board of Directors authorizing the
execution, delivery and performance by the Borrower of this Amendment and the
agreements, instruments and documents executed in connection herewith.
SECTION 4 GENERAL PROVISIONS
4.1 Except as amended by this Amendment, the terms and
provisions of the Loan Agreement shall remain in full force and effect and are
hereby affirmed, confirmed and ratified in all respects. Borrower ratifies,
confirms and affirms without condition, all liens and security interests granted
to the Bank pursuant to the Loan Agreement and the Loan Documents, and such
liens and security interests shall continue to secure the obligations and
liabilities of Borrower to Bank, including but not limited to, all loans made by
the Bank to the Borrower under the Loan Agreement as amended by this Amendment.
4.2 This Amendment shall be construed in accordance with and
governed by the laws of the State of Illinois, and the obligations of Borrower
under this Amendment are and shall arise absolutely and unconditionally upon the
execution and delivery of this Amendment.
4.3 This Amendment may be executed in any number of
counterparts.
4.4 Borrower hereby agrees to pay all out-of-pocket expenses
incurred by Bank in connection with the preparation, negotiation and
consummation of this Amendment, and all other documents related thereto,
including without limitation, the reasonable fees and expense of Bank's counsel,
and any filing fees required in connection with the filing of any documents
necessary to consummate the provisions of this Amendment.
4.5 On or after the effective date hereof, each reference in
the Loan Agreement or any of the Loan Documents to this "Agreement" or words of
like import, shall unless the context otherwise requires, be deemed to refer to
the Loan Agreement as amended hereby.
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IN WITNESS WHEREOF, Borrower and Bank have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.
CFC INTERNATIONAL, INC.
By: _________________________
Title:_______________________
LASALLE BANK NATIONAL
ASSOCIATION
By: _________________________
Title: ______________________
Exhibit A to Second Amendment
REVOLVING NOTE
$4,500,000 March 19, 1999
CFC International, Inc., a Delaware corporation (the
"Borrower"), for value received, hereby promises to pay to the order of LaSalle
Bank National Association, a national banking association (the "Bank"), on April
1, 2001, the principal sum of Four Million Five Hundred Thousand Dollars
($4,500,000), or such lesser amount of all of the then outstanding advances made
by the Bank to the Borrower pursuant to Section 2 of the "Loan Agreement" (as
hereinafter defined), together with interest on any and all principal amounts
remaining unpaid hereunder from time to time from the date hereof until paid at
the rates and payable as provided in the Loan Agreement.
Any amount of interest or principal hereof which is not paid
when due, whether on a Monthly Payment Date, at stated maturity, by acceleration
or otherwise, shall bear interest payable on demand at the "Default Rate" (as
such term is defined in the Loan Agreement).
All payments of principal and interest on this Note shall be
payable in lawful money of the United States of America. In no event shall the
interest payable exceed the highest rate permitted by law. Principal and
interest shall be paid to the Bank at its office at 0000 Xxxx Xxxxxx Xxxx Xxxx,
Xxxxxxx, XX 00000 or at such other place as the holder of this Note may
designate in writing to the Borrower. The Bank may charge any deposit or other
account maintained by the Borrower with the Bank or any of the Bank's affiliates
amounts equal to all payments of principal, accrued interest and fees from time
to time as they come due and payable hereunder or under any agreement pursuant
to which this Note was issued. All payments hereunder shall be applied as
provided in the Loan Agreement. In determining the Borrower's liability to the
Bank hereunder, the books and records of the Bank shall be controlling absent
manifest error.
This Note evidences certain indebtedness incurred under the
Amended and Restated Loan Agreement, dated as April 1, 1998, as amended as
November 13, 1998 and as of the date hereof, between the Borrower and the Bank
(the "Loan Agreement"), to which reference is hereby made for a statement of the
terms and conditions under which the due date of this Note or any payment
thereon may be accelerated or is automatically accelerated, or under which this
Note may be prepaid or is required to be prepaid. All capitalized terms used
herein shall, unless otherwise defined herein, have the meanings set forth in
the Loan Agreement. The holder of this Note is entitled to all of the benefits
provided in said Loan Agreement and the Loan Documents referred to therein. The
Borrower agrees to pay all reasonable costs of collection and all reasonable
attorneys' fees paid or incurred in enforcing any of the Bank's rights hereunder
promptly on demand of the Bank and as more fully set forth in the Loan
Agreement.
Upon the occurrence of an Event of Default under the Loan
Agreement, the outstanding indebtedness evidenced by this Note, together with
all accrued interest, shall be due and payable in accordance with the terms of
the Loan Agreement, without notice to or demand upon the Borrower, and the Bank
may exercise all of its rights and remedies reserved to it under the Loan
Agreement or applicable law.
The Borrower, endorsers and all other parties to this Note
waive presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Note and the Loan Agreement. In any action on this Note, the Bank or its
assignee need not file the original of this Note, but need only file a photocopy
of this Note certified by the Bank or such assignee to be a true and correct
copy of this Note.
No delay on the part of the Bank in exercising any right under
this Note, any security agreement, guaranty or other undertaking affecting this
Note, shall operate as a waiver of such right or any other right under this
Note, nor shall any omission in exercising any right on the part of the Bank
under this Note operate as a waiver of any other rights.
If any provision of this Note or the application thereof to
any party or circumstance is held invalid or unenforceable, the remainder of
this Note and the application of such provision to other parties or
circumstances will not be affected thereby and the provisions of this Note shall
be severable in any such instance. All references to the singular shall be
deemed to include the plural, and vice versa, where the context so requires.
THE BORROWER HEREBY WAIVES ANY RIGHT THE BORROWER MAY NOW OR
HEREAFTER HAVE TO SUBMIT ANY CLAIM, ISSUE OR DEFENSE ARISING HEREUNDER OR UNDER
THE OTHER DOCUMENTS RELATING TO THIS NOTE TO A TRIAL BY JURY.
This Note constitutes a renewal and restatement of, and
replacement and substitution for, the Revolving Note dated April 1, 1998 of the
Borrower made payable to the order of Bank in the principal amount of Four
Million Five Hundred Thousand Dollars ($4,500,000.00) (the "Original Note"). The
indebtedness evidenced by the Original Note is continuing indebtedness, and
nothing herein shall be deemed to constitute a payment, settlement or novation
of the Original Note, or to release or otherwise adversely affect any lien,
mortgage or security interest securing such indebtedness or any rights of the
Bank against any guarantor, surety or other party primarily or secondarily
liable for such indebtedness.
This Note shall be deemed to have been made under and shall be governed
in accordance with the internal laws and not the conflict of law rules of the
State of Illinois.
CFC INTERNATIONAL, INC.
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By:
Title:
