Exhibit 10.18
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AMENDMENT NO. 1
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AMENDMENT NO. 1, dated June 26, 2003 (this "Amendment"), to the Credit
Agreement, dated as of March 27, 2003, between Euro Brokers Inc. and The Bank of
New York (as amended, supplemented or otherwise modified, the "Credit
Agreement").
RECITALS
--------
A. Capitalized terms used herein and not defined herein shall have
the meanings assigned to such terms in the Credit Agreement.
B. The Borrower has requested that the Lender agree to amend the
Credit Agreement as hereinafter provided, and the Lender is willing so to agree
subject to the terms and conditions contained herein.
Accordingly, in consideration of the Recitals and the conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Borrower and the
Lender hereby agree as follows:
1. Section 6.3(b) of the Credit Agreement is hereby amended by
replacing the clause "Within 90 days after the Closing Date," with "By no later
than September 30, 2003,".
2. Section 7.7 of the Credit Agreement is hereby amended by
amending and restating clause (i) thereof in its entirety to read as follows:
"(i) the Borrower may declare and make, and agree to make, Restricted
Payments for purposes of enabling the Parent to (a) consummate its
common stock repurchase program, (b) cancel employee options or
warrants in the ordinary course of business and (c) declare and pay,
and agree to pay, dividends with respect to its common Equity
Interests, provided that (A) immediately before and after giving effect
thereto, no Default or Parent Change in Control shall or would exist
and (B) the aggregate amount of all such Restricted Payments shall not
exceed $1,500,000 during any fiscal quarter, provided, further, that
any amounts not used in any fiscal quarter may be carried over and used
any time during the immediately subsequent three consecutive fiscal
quarters (but only after the otherwise permitted amounts of $1,500,000
are first depleted),".
3. Each Loan Party hereby reaffirms and admits the validity and
enforceability of each Loan Document to which it is a party and its obligations
thereunder, and agrees and admits that it has no defense to or offset against
any such obligation.
4. The Borrower hereby represents and warrants that (i) no Default or
Parent Change in Control has occurred and is continuing as of the date hereof
and (ii) all of the representations and warranties made by the Loan Parties in
the Loan Documents are true and correct as of the date hereof, except to the
extent that such representations or warranties expressly relate to an earlier
date, in which case such representations and warranties were true and correct on
and as of such earlier date.
5. This Amendment may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which, when taken together, shall constitute but one
contract. It shall not be necessary in making proof of this Amendment to produce
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or account for more than one counterpart signed by the party to be charged.
Delivery of an executed counterpart of this Amendment by facsimile transmission
shall be effective as delivery of a manually executed counterpart of this
Amendment.
6. The Credit Agreement and the other Loan Documents shall in all
other respects remain in full force and effect, and no amendment or other
modification herein in respect of any term or condition of any Loan Document
shall be deemed to be an amendment or other modification in respect of any other
term or condition of any Loan Document.
7. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
EURO BROKERS INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Chief Financial Officer
-----------------------------------
CONSENTED AND AGREED TO:
MAXCOR FINANCIAL GROUP INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
------------------------------------
Title: Chief Financial Officer
------------------------------------
EURO BROKERS HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
------------------------------------
Title: Chief Financial Officer
------------------------------------
0
XXX XXXX XX XXX XXXX
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
----------------------------------
Title: Vice President
----------------------------------
4
AMENDMENT NO. 2
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AMENDMENT NO. 2, dated September 29, 2003 (this "Amendment"), to the
Credit Agreement, dated as of March 27, 2003, between Euro Brokers Inc. and The
Bank of New York (as amended by Amendment No. 1, dated as of June 26, 2003 and
as the same may be further amended, supplemented or otherwise modified, the
"Credit Agreement").
RECITALS
--------
A. Capitalized terms used herein and not defined herein shall have
the meanings assigned to such terms in the Credit Agreement.
B. The Borrower has requested that the Lender agree to amend the
Credit Agreement as hereinafter provided, and the Lender is willing so to agree
subject to the terms and conditions contained herein.
Accordingly, in consideration of the Recitals and the conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Borrower and the
Lender hereby agree as follows:
1. Section 6.3(b) of the Credit Agreement is hereby amended by
replacing the clause "By no later than September 30, 2003," with "By no later
than November 14, 2003,".
2. Each Loan Party hereby reaffirms and admits the validity and
enforceability of each Loan Document to which it is a party and its obligations
thereunder, and agrees and admits that it has no defense to or offset against
any such obligation.
3. The Borrower hereby represents and warrants that (i) no Default or
Parent Change in Control has occurred and is continuing as of the date hereof
and (ii) all of the representations and warranties made by the Loan Parties in
the Loan Documents are true and correct as of the date hereof, except to the
extent that such representations or warranties expressly relate to an earlier
date, in which case such representations and warranties were true and correct on
and as of such earlier date.
4. This Amendment may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which, when taken together, shall constitute but one
contract. It shall not be necessary in making proof of this Amendment to produce
or account for more than one counterpart signed by the party to be charged.
Delivery of an executed counterpart of this Amendment by facsimile transmission
shall be effective as delivery of a manually executed counterpart of this
Amendment.
5. The Credit Agreement and the other Loan Documents shall in all
other respects remain in full force and effect, and no amendment or other
modification herein in respect of any term or condition of any Loan Document
shall be deemed to be an amendment or other modification in respect of any other
term or condition of any Loan Document.
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6. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Signature pages follow]
6
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
EURO BROKERS INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Chief Financial Officer
-----------------------------------
CONSENTED AND AGREED TO:
MAXCOR FINANCIAL GROUP INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
------------------------------------
Title: Chief Financial Officer
------------------------------------
EURO BROKERS HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
------------------------------------
Title: Chief Financial Officer
------------------------------------
0
XXX XXXX XX XXX XXXX
By: /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
----------------------------------
Title: Vice President
----------------------------------
8
AMENDMENT NO. 3
---------------
AMENDMENT NO. 3, dated as of November 14, 2003 (this "Amendment"), to
the Credit Agreement, dated as of March 27, 2003, between Euro Brokers Inc. and
The Bank of New York (as amended supplemented or otherwise modified, the "Credit
Agreement").
RECITALS
--------
A. Capitalized terms used herein and not defined herein shall have
the meanings assigned to such terms in the Credit Agreement.
B. The Borrower has requested that the Lender agree to amend the
Credit Agreement as hereinafter provided, and the Lender is willing so to agree
subject to the terms and conditions contained herein.
Accordingly, in consideration of the Recitals and the conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Borrower and the
Lender hereby agree as follows:
1. The defined term "GSCC" contained in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"GSCC" means the Government Securities Clearing Corporation,
including its successor by merger, the Fixed Income Clearing Corporation.
2. The defined term "Revolving Commitment" contained in Section 1.1
of the Credit Agreement is hereby amended by replacing the amount "$15,000,000"
with the amount "$10,000,000".
3. Section 2.5(b) of the Credit Agreement is hereby amended by
deleting the language "The Revolving Commitment shall be automatically reduced
to $10,000,000 on September 27, 2004 and to $5,000,000 on September 27, 2005. In
addition," and by replacing the word "notwithstanding" with the word
"Notwithstanding".
4. Section 6.3 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:
Section 6.3 Existence
---------
The Borrower will, and will cause each of the
Subsidiaries to, do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its
legal existence and all rights, licenses, permits,
privileges, memberships and franchises, except where the
failure to do so, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect,
provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted by
Section 7.3 or any sale, lease, transfer or other disposition
permitted by Section 7.5.
5. Section 6.8 of the Credit Agreement is hereby amended by deleting
the phrase "to make capital contributions to MFI as shall be necessary to enable
MFI to become a duly qualified Category 1 Dealer Netting Member under the rules
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and regulations of the GSCC and, thereafter, so long as MFI continues to be so
qualified,".
6. Section 7.1(a)(vii) of the Credit Agreement is hereby amended by
replacing the amount "$2,500,000" with the amount "$5,000,000".
7. Section 7.12 of the Credit Agreement is hereby amended by adding
the phrase "and/or variable rate mortgage-backed securities deliverable over the
federal wire" immediately after the phrase "GSCC eligible securities".
8. Section 9.13 of the Credit Agreement is hereby amended by adding
the following sentence immediately after the last sentence thereof:
Notwithstanding anything in any Loan Document to the
contrary, the information subject to this Section 9.13 shall
not include, and the Lender and its Related Parties may
disclose, without limitation of any kind, any information
with respect to the "tax treatment" and "tax structure" (in
each case, within the meaning of Treasury Regulation Section
1.6011-4) of the transactions contemplated by the Loan
Documents and all materials of any kind (including opinions
or other tax analyses) that are provided to the Lender or any
of its Related Parties relating to such tax treatment and tax
structure; provided that with respect to any document or
similar item that contains information concerning such "tax
treatment" or "tax structure", as well as other information,
this sentence shall only apply to such portions of such
document or similar item that relate thereto.
9. Schedule 4.6 (Disclosed Matters) to the Credit Agreement is hereby
amended and restated in its entirety in the form of revised Schedule 4.6
delivered to the Lender on the date hereof.
10. Each Loan Party hereby reaffirms and admits the validity and
enforceability of each Loan Document to which it is a party and its obligations
thereunder, and agrees and admits that it has no defense to or offset against
any such obligation.
11. The Borrower hereby represents and warrants that (i) no Default or
Parent Change in Control has occurred and is continuing as of the date hereof
and (ii) all of the representations and warranties made by the Loan Parties in
the Loan Documents (as amended hereby) are true and correct as of the date
hereof, except to the extent that such representations or warranties expressly
relate to an earlier date, in which case such representations and warranties
were true and correct on and as of such earlier date.
12. This Amendment may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which, when taken together, shall constitute but one
contract. It shall not be necessary in making proof of this Amendment to produce
or account for more than one counterpart signed by the party to be charged.
Delivery of an executed counterpart of this Amendment by facsimile transmission
shall be effective as delivery of a manually executed counterpart of this
Amendment.
10
13. The Credit Agreement and the other Loan Documents shall in all
other respects remain in full force and effect, and no amendment or other
modification herein in respect of any term or condition of any Loan Document
shall be deemed to be an amendment or other modification in respect of any other
term or condition of any Loan Document.
14. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Signature pages follow]
11
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
EURO BROKERS INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
----------------------------------
Title: Chief Financial Officer
----------------------------------
CONSENTED AND AGREED TO:
MAXCOR FINANCIAL GROUP INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
-------------------------------------
Title: Chief Financial Officer
-------------------------------------
EURO BROKERS HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
-------------------------------------
Title: Chief Financial Officer
-------------------------------------
00
XXX XXXX XX XXX XXXX
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxx X. Xxxx
-----------------------------------
Title: Vice President
-----------------------------------
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