Exhibit 10.2
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered into
as of the 27th day of February, 1997, by and among LASALLE NATIONAL BANK, a
national banking association (the "Bank"), and XXXXXX CAPITAL GROUP, INC., a
Delaware corporation ("Borrower").
W I T N E S S E T H:
WHEREAS, Bank and Borrower entered into that certain Loan Agreement dated
as of February 12, 1997 (the "Loan Agreement") and now desire to amend such
Loan Agreement, subject to the terms and conditions hereof, to increase
Borrower's Revolving Credit Commitment from $5,000,000 to $7,000,000; and
WHEREAS, the parties hereto now desire to amend such Loan Agreement
pursuant to this Amendment.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements herein contained and for the purposes of setting forth the terms and
conditions of this Amendment, the parties, intending to be bound, hereby agree
as follows:
1. INCORPORATION OF THE LOAN AGREEMENT. All capitalized terms which are not
defined herein shall have the same meanings as set forth in the Loan Agreement,
and the Loan Agreement, to the extent not inconsistent with this Amendment, is
incorporated herein by this reference as though the same were set forth in its
entirety. To the extent any terms and provisions of the Loan Agreement are
inconsistent with the amendments set forth in Paragraph 2 below, such terms and
provisions shall be deemed superseded hereby. Except as specifically set forth
herein, the Loan Agreement shall remain in full force and effect and its
provisions shall be binding on the parties hereto.
2. AMENDMENT OF THE LOAN AGREEMENT. The Loan Agreement is hereby
amended as follows:
(a) 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 February 27, 1997 in the
original aggregate maximum principal amount of Seven
Million Dollars ($7,000,000), as the same may be
amended, modified or supplemented from time to time,
and together with any renewals thereof or exchanges or
substitutes therefor.
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(b) Section 2.1 of the Loan Agreement is hereby
amended and restated in its entirety to read as
follows:
2.1 Revolving Credit 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 Borrower may from time to time request but
in no event exceeding Seven Million Dollars
($7,000,000) (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.
(c) 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
February 27, 1997, payable to the order of Bank in the
maximum aggregate principal amount of Seven Million
Dollars ($7,000,000). 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 at the time, in the
amounts and upon the terms set forth herein and
therein.
(d) Any and all references to the Revolving Note (as defined in
Section 1.1 of the Loan Agreement) shall be deemed to and include,
without limitation, that certain Substitute Revolving Note dated of even
date herewith made by Borrower in favor of Bank in the maximum aggregate
principal amount available of $7,000,000.
3. Representations, Warranties and Covenants; No Default. The
representations, warranties and covenants set forth in Section 7 of the Loan
Agreement shall be deemed remade and affirmed as of the date hereof by
Borrower, except that any and all references to the Loan Agreement in such
representations, warranties and covenants shall be deemed to include this
Amendment. Borrower represents and warrants as of the date of this Amendment
that no Event of Default has occurred or is continuing, and no event has
occurred and is continuing, which, with the lapse of time, the giving of
notice, or both, would constitute such an Event of Default under the Loan
Agreement.
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4. Closing Conditions. Prior to entering into this Amendment, Bank shall
have received the Substitute Revolving Note in form and substance satisfactory
to it.
5. Effectuation. The amendments to the Loan Agreement contemplated by
this Amendment shall be deemed effective immediately upon the full execution of
this Amendment and without any further action required by the parties hereto.
Except as specifically set forth herein, there are no conditions precedent or
subsequent to the effectiveness of this Amendment.
6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the date first above written.
LASALLE NATIONAL BANK
By: /s/ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx, Vice President
XXXXXX CAPITAL GROUP, INC.
a Delaware Corporation
By: /s/ X.X. Xxxxxxx
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Name:
X.X. Xxxxxxx
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Title: Chief Financial Officer
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