EXHIBIT 10.13
SECOND AMENDMENT TO SECURED LOAN AGREEMENT
------------------------------------------
This Second Amendment, dated as of June 4, 1995 (the "Second Amendment"),
to that certain Secured Loan Agreement, dated as of June 4, 1993, between
Intercargo Corporation, a Delaware Corporation, and LaSalle National Bank
(hereinafter the "Original Agreement"), as amended pursuant to the First
Amendment to the Original Agreement, dated January 1, 1995 (the "First
Amendment") (together the Original Agreement, as amended by the First Amendment,
shall be deemed the "Agreement").
W I T N E S S E T H:
--------------------
WHEREAS, the Company and the Bank desire to amend certain provisions of the
Agreement.
NOW, THEREFORE, the Company and the Bank hereby agree as follows:
1. All capitalized terms used herein and not otherwise defined shall have
the meanings given in the Agreement.
2. The definition of "Revolving Note Maturity Date" in Section 1.1 of the
Agreement shall be amended by deleting the same and substituting therefor
the following language:
"Revolving Note Maturity Date" means the earlier to occur of (I) January 1,
1997, or (ii) the date on which the outstanding balance under the Revolving
Loan (as may be amended from time to time) equals Ten Million Dollars
($10,000,000.00)."
3. Exhibit B to the Agreement, "Term Note", shall be amended by deleting the
same and substituting therefor the Term Note attached hereto as Attachment
1.
4. Article VIII to the Agreement is hereby amended by the addition of the
following Section 8.27:
"Section 8.27 Sale of the Company's Securities. Not sell or otherwise
transfer any shares of the Company's or any subsidiaries' capital stock or
any options or warrants with respect thereto (collectively, "Sales"),
except in accordance with the following:
(i) proceeds of all Sales from and after the date hereof, by the
Company or a subsidiary, as the case may be, in an aggregate amount less
than or equal to Five Million dollars ($5,000,000.00) may be retained by
the Company or such Subsidiary;
(ii) fifty percent (50%) of the proceeds of all Sales from and after
the date hereof, by the Company or a Subsidiary in an aggregate amount
greater than Five Million Dollars ($5,000,000.00) and less than or equal to
Fifteen Million dollars ($15,000,000.00) shall be immediately transferred
to Bank as an optional prepayment of Loans pursuant to Section 5.1 of the
Agreement; and
(iii) proceeds of all Sales from and after the date hereof, by the
Company or a Subsidiary in excess of
1
Fifteen Million Dollars ($15,000,000.00) may be retained by the Company or
such Subsidiary."
5. In consideration of the Bank entering into this Second Amendment, upon the
execution hereof, the Company shall pay the Bank an amount equal to
Twenty-Three Thousand four Hundred Sixty-Two and no/100ths Dollars
($23,462.00).
6. The Company represents and warrants to the Bank that the execution and
delivery of this Second Amendment and the consummation of the transactions
contemplated hereby do not constitute a breach of, nor default under, any
document, instrument or agreement to which the Company is a party and that
no Event of Default exists as of the date hereof.
7. Except as amended by this Second Amendment, all of the terms, covenants and
conditions of the Agreement are ratified, approved and confirmed and shall
remain in full force and effect. The Agreement, together with this Second
Amendment, shall constitute the Agreement between the Company and the Bank.
IN WITNESS WHEREOF, this Second Amendment has been duly executed as of the
day and year specified at the beginning hereof.
INTERCARGO CORPORATION,
a Delaware Corporation
By: /s/ Xxxxxxxx X. Xxxxxxxx
-----------------------------
Its: Treasurer
-----------------------------
LASALLE NATIONAL BANK
By:
-----------------------------
Its:
-----------------------------
2
