EXHIBIT 10.19
FOURTEENTH AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
This Fourteenth Amendment to Amended and Restated Loan Agreement (this
"Amendment") is dated as of September 30, 2005, by and between SAI HOLDINGS,
INC., formerly known as SERVICE ASSET INVESTMENTS, INC., a Texas corporation
("Borrower"), and GUARANTY BANK, a federal savings bank ("Bank").
R E C I T A L S:
A. Borrower and Bank have entered into that certain Amended and
Restated Loan Agreement dated as of April 30, 2001 (as the same has been or may
be amended, restated, modified or supplemented, the "Agreement"), pursuant to
which Bank agreed to extend credit to Borrower in the form of a term loan under
the terms and provisions stated therein.
B. Borrower has requested Bank to amend certain provisions of the
Agreement, to consent to advance an additional $3,000,000 under the Term Loan,
which Bank is willing to do pursuant to the terms and conditions hereinafter
provided.
C. Borrower and Bank now desire to amend the Agreement as herein
set forth.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Capitalized terms used in this Amendment,
to the extent not otherwise defined herein, shall have the same meaning as in
the Agreement, as amended hereby.
ARTICLE II
AMENDMENTS TO AGREEMENT
Section 2.1 Amendment to Recitals. The reference to the amount
"$32,244,099.00" in the second paragraph in the Recitals section of the
Agreement is hereby modified to the amount "$32, 019,608.45"
Section 2.2 Modification of Definitions. Effective as of the date
hereof, the definitions of the following defined terms are hereby amended and
restated to read as follows:
"Maturity Date" means March 24, 2010.
"Term Loan Commitment" means the obligation of Bank to make
the Term Loan pursuant to Section 2.1 in an aggregate principal amount
up to but not exceeding $32,019,608.45.
Section 2.3 Addition of Section 2.9. Effective as of the date
hereof, Section 2.9 is hereby added to the Agreement and shall read as follows:
Section 2.9 Commitment Fee. A Commitment Fee in the amount of
$15,000.00 shall be due and payable on September 30, 2005.
ARTICLE III
ADDITIONAL ADVANCE UNDER TERM LOAN
Section 3.1 Additional Advance. Upon the effectiveness of this
Agreement, the amount of $3,000,000 shall be advanced to the Borrower under the
Term Loan pursuant to the modification to the Term Loan Commitment set forth in
this Amendment.
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.1 Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:
(a) Bank shall have received all of the following, each
dated (unless otherwise indicated) the date of this Amendment, in form
and substance satisfactory to Bank:
(1) Amendment. This Amendment, duly executed by
Borrower and ratified by each guarantor listed herein;
(2) Commitment Fee. The fee required by Section
2.9 of the Agreement;
(3) Attorneys' Fees and Expenses. Payment of all
outstanding attorneys' fees and expenses incurred by Bank in
connection with the Agreement, as amended; and
(4) Additional Information. Such additional
documents, instruments and information as Bank or its legal
counsel, Xxxxxxxx Xxxxxxxx & Xxxxxx P.C., may reasonably
request.
(b) The representations and warranties contained herein
and in all other Loan Documents, as amended hereby, shall be true and
correct as of the date hereof as if made on the date hereof, except to
the extent disclosed on Schedules delivered as of the date of this
Amendment.
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(c) No Event of Default shall have occurred and be
continuing and no event or condition shall have occurred that with the
giving of notice or lapse of time or both would be an Event of Default.
(d) All corporate proceedings taken in connection with
the transactions contemplated by this Amendment and all documents,
instruments, and other legal matters incident thereto shall be
satisfactory to Bank and its legal counsel, Xxxxxxxx Xxxxxxxx & Xxxxxx
P.C.
ARTICLE V
MISCELLANEOUS
Section 5.1 Representations and Warranties. Borrower hereby
represents and warrants to Bank that (a) the execution, delivery and performance
of this Amendment and any and all other Loan Documents executed and/or delivered
in connection herewith have been authorized by all requisite corporate action on
the part of Borrower and will not violate the articles of incorporation or
bylaws of Borrower, (b) the representations and warranties contained in the
Agreement, as amended hereby, and any other Loan Document are true and correct
on and as of the date hereof as though made on and as of the date hereof, (c) no
Event of Default has occurred and is continuing and no event or condition has
occurred that with the giving of notice or lapse of time or both would be an
Event of Default, and (d) Borrower is in full compliance with all covenants and
agreements contained in the Agreement as amended hereby.
Section 5.2 Ratifications. Except as expressly modified and
superseded by this Amendment, the terms and provisions of the Agreement and the
other Loan Documents are ratified and confirmed and shall continue in full force
and effect. The representations and warranties contained herein and in all other
Loan Documents, as amended hereby, shall be true and correct as of, and as if
made on, the date hereof. Borrower and Bank agree that the Agreement as amended
hereby shall continue to be legal, valid, binding and enforceable in accordance
with its respective terms.
Section 5.3 Reference to the Agreement. Each of the Loan Documents,
including the Agreement and any and all other agreements, documents or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Agreement as amended hereby, are hereby amended
so that any reference in such Loan Documents to the Agreement shall mean a
reference to the Agreement as amended hereby.
Section 5.4 Expenses of Bank. As provided for in the Agreement,
Borrower agrees to pay on demand all reasonable costs and expenses incurred by
Bank in connection with the preparation, negotiation, execution of this
Amendment, and the other Loan Documents executed pursuant hereto and any and all
amendments, modifications and supplements thereto including, without limitation,
the reasonable costs and fees of Bank's legal counsel, and all reasonable costs
and expenses incurred by Bank in connection with the enforcement or preservation
of any rights under the Agreement, as amended hereby, or any other Loan
Documents.
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Section 5.5 Severability. Any provisions of this Amendment held by
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provisions so held to be invalid or unenforceable.
Section 5.6 Applicable Law. This Amendment and all other Loan
Documents executed pursuant hereto shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 5.7 Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of Bank and Borrower and their respective
successors and assigns.
Section 5.8 Counterparts. This Amendment may be executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original but all of which when taken together shall constitute one and the same
instrument.
Section 5.9 Headings. The headings, captions, and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.
Section 5.10 NO ORAL AGREEMENTS. THIS AMENDMENT AND ALL OTHER
INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION
HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
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EXECUTED as of the day and year first above written.
BORROWER:
SAI HOLDINGS, INC., formerly known as
SERVICE ASSET INVESTMENTS, INC.
By:
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Name:
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Title:
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BANK:
GUARANTY BANK
By:
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Name:
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Title:
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Signature Page
Fourteenth Amendment to Amended and Restated
Loan Agreement
REAFFIRMATION OF AMENDED AND RESTATED GUARANTIES
Each of the undersigned hereby (i) consents to the execution and
delivery of the Amendment to which this Reaffirmation of Amended and Restated
Guaranties is attached (the "Amendment") by the parties thereto, (ii) agrees
that the Amendment shall not limit or diminish the obligations of each of the
undersigned under certain Fifth Amended and Restated Guaranties (Limited) dated
as of December 31, 2002 (each, a "Guaranty"), executed or joined in by each of
the undersigned and delivered to the Bank, (iii) reaffirms its obligations under
its respective Guaranty, and (iv) agrees that its Guaranty remains in full force
and effect, as limited by the terms of such Guaranty, and is hereby ratified and
confirmed.
Dated as of September ___, 2005.
GUARANTORS:
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Xxxxxxx X. Xxxxx
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Xxxxxx X. Son
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Xxxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxx, Xx.
