FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 16,
1998, amends and supplements that certain Credit Agreement dated as of
April 30, 1998 (as so amended, the "Credit Agreement") among BANDO
XXXXXXXXXX CAPITAL CORPORATION, a Wisconsin corporation (the "Company")
and FIRSTAR BANK MILWAUKEE, N.A. (the "Bank").
RECITAL
The Company and the Bank 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 Bank 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 First Amendment.
2. Amendments to Credit Agreement. The Credit Agreement is
amended as follows:
(a) Section 6.1 is amended by deleting the word "and" at
the end of subsection (h) thereof, substituting a ";" in its place,
deleting the "." at the end of subsection (i) thereof, and inserting a new
subsections (j) and (k) to read as follows:
; (j) Indebtedness relating to Guaranties permitted under
section 6.2 hereof; and (k) Indebtedness of BMSBLC permitted
under the Credit Agreement referred to in section 6.2(c) below.
(b) Section 6.2 is amended by deleting the word "and" at
the end of subsection (c) thereof, substituting a "," in its place,
deleting the "." at the end of subsection (d) thereof, and inserting a new
subsection (e) to read as follows:
, and (e) unsecured Guaranties in favor of State of Wisconsin
Investment Board ("SWIB") relating to indebtedness of BMSBLC
owing to SWIB.
3. Effectiveness of First Amendment. This First Amendment
shall become effective upon its execution and delivery by the Company and
the Bank, and receipt by the Bank of all other agreements, documents and
instruments reasonably requested by the Bank.
4. Representations and Warranties. The Company represents and
warrants to the Bank that:
(a) The execution and delivery of this First 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 First 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 Bank,
on demand, all costs and expenses (including reasonable attorneys' fees)
paid or incurred by the Bank in connection with the negotiation, execution
and delivery of this First Amendment.
6. Full Force and Effect. The Credit Agreement, as amended
hereby, remains in full force and effect.
7. Counterparts. This First 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 First Amendment by
signing any such counterpart.
BANDO XXXXXXXXXX CAPITAL CORPORATION
BY_____________________________
Its___________________________
FIRSTAR BANK MILWAUKEE, N.A.
BY_____________________________
Its___________________________
