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EXHIBIT 10.1
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".
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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.
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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.
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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:________________________________ Its:________________________________
XXXXXX CAPITAL GROUP, INC.
By:_________________________________ Its:_________________________________
