EXHIBIT 4.4
FIRST AMENDMENT TO LOAN DOCUMENTS
This First Amendment to Loan Documents ("Amendment") is made as of
December 2, 1996, by and between LASALLE NATIONAL BANK, a national banking
association ("Bank"), and BANDO XXXXXXXXXX SMALL BUSINESS INVESTMENT
CORPORATION, a Wisconsin corporation ("Borrower").
PRELIMINARY STATEMENTS
A. Bank and Borrower previously entered into a Loan Agreement dated
as of June 28, 1996 ("Loan Agreement"), pursuant to the terms of which
Lender agreed to make available to Borrower a revolving credit facility of
up to $7,500,000 ("Loan"). The Credit Facility is (i) evidenced by a
Secured Promissory Note dated June 28, 1996, made by Borrower payable to
the order of Bank in the principal amount of $7,500,000 ("Note"), and (ii)
secured by, among other things, a General Security Agreement dated as of
June 28, 1996, by and between Bank, as secured party, and Borrower, as
debtor ("Security Agreement") and the other Loan Documents (as defined in
the Loan Agreement).
B. The Credit Facility currently has a Maturity Date of December 2,
1996. Pursuant to the provisions of Section 2.J. of the Loan Agreement
Borrower has requested, and Bank has agreed, to extend the Maturity Date
for the Loan to October 31, 1997, all on the terms and conditions
contained in this Amendment.
NOW, THEREFORE, in consideration of the foregoing Preliminary
Statements and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENTS
1. Incorporation of Preliminary Statements and Exhibits; Defined
Terms. The foregoing Preliminary Statements and all Exhibits attached
hereto are hereby incorporated into and made a part of this Amendment.
All capitalized terms used in this Amendment and not otherwise defined
herein shall have the meanings ascribed to such terms in the Loan
Agreement.
2. Change in Maturity Date. From and after the date of this
Amendment, all references in the Loan Documents to the "Maturity Date"
shall mean October 31, 1997.
3. Amendments to Loan Agreement. The Loan Agreement is hereby
amended as follows:
(a) The following definition of "Third Party Loans" is hereby added
to Section 1 of the Loan Agreement:
"Third Party Loans shall mean loans made by Borrower to third
parties, where (i) none of such loans or any amount owing to Borrower
with respect thereto, are not currently, or at any time have not
been, past due for more than 59 days; (ii) the terms of any such
loans do not allow interest payable on the principal balance thereof
to be "capitalized" (i.e., added to the principal balance of the
loan); and (iii) no portion of the amount of principal of, or
interest on, payable on any such loans has, at any time, been
forgiven or reduced by Borrower."
(b) Section 3(iv) of the Loan Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof: "funding
Third Party Loans;".
4. Amendment to Security Agreement. The first sentence of Section
3(b) of the Security Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof:
"Debtor shall upon the creation thereof endorse to the order of and
deliver to the Collateral Agent (as defined in the Intercreditor
Agreement) all promissory notes or other agreements evidencing Third
Party Loans (as such term is defined in the Lending Agreement between
Secured Party and Debtor), and shall assign and deliver to the
Collateral Agent any and all mortgages, security agreements,
guarantees and other documents evidencing or securing such Third
Party Loans; provided, however, Debtor shall not be required to so
endorse and deliver to the Collateral Agent Third Party Loans
constituting the Limited Lenders' Collateral unless and until such
Third Party Loans shall cease to be part of the Limited Lenders'
Collateral."
5. References to Third Party Loans. All references to "Third Party
Loans" in the Loan Documents (including, without limitation, the
Intercreditor Agreement) shall mean Third Party Loans as defined in the
Loan Agreement.
6. Reaffirmation. The parties hereto agree that except as modified
by this Amendment the Loan Agreement and the other Loan Documents shall
remain unmodified and in full force and effect. All references in the
Loan Documents to "the Loan Documents" henceforth shall mean the Loan
Documents as modified by this Amendment, and the parties hereto reaffirm
their obligations under the Loan Documents as amended hereby.
7. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement,
and any of the parties hereto may execute this Amendment by signing any
such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first set forth above.
LASALLE NATIONAL BANK
By:
Title:
BANDO XXXXXXXXXX SMALL BUSINESS INVESTMENT
CORPORATION
By:
Title:
