December 31, 2000
Rampart Capital Corporation, et al.
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000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Re: NINTH AMENDMENT TO LOAN AGREEMENT (Ninth Amendment) dated as of December
31, 2000, by and between Southwest Bank of Texas N.A. and Rampart Capital
Corporation, et. al.
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Gentlemen:
This Ninth Amendment is made and entered into as of the date above between
SOUTHWEST BANK OF TEXAS N.A. ("Bank") and Borrower (hereinafter defined) to
evidence the parties' agreement to modify and amend the existing Loan Agreement,
as last amended by Eighth Amendment to Loan Agreement dated effective as of
April 30, 2000 (all capitalized terms which are defined in the Loan Agreement,
as amended, shall have the same meaning herein, unless expressly modified
hereby).
Borrower has requested that the Loan Agreement be modified and the Bank has
agreed to such modifications upon the terms set forth herein. For sufficient
consideration, the parties hereby agree that the Loan Agreement is modified to
the extent required to accomplish the intent of the specific modifications of
this Ninth Amendment.
The term "Borrower" is hereby defined to include the following entities,
jointly and severally, RAMPART CAPITAL CORPORATION, a Texas corporation ("RCC");
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RAMPART SERVICES CORPORATION, L.L.C. (formerly Rampart Services Corporation, a
Texas corporation which was formerly Rampart Facilities Corporation, a Texas
corporation), a Texas limited liability company ("RSC"); RAMPART VENTURES
CORPORATION, L.L.C., a Texas limited liability company; RAMPART ACQUISITION
CORPORATION, L.L.C., a Texas limited liability company; RAMPART PROPERTIES,
L.L.C. (formerly Rampart Properties Corporation, a Nevada corporation), a Nevada
limited liability company; IGBAF, L.L.C. (formerly IGBAF, Inc., a Texas
corporation), a Texas limited liability company; IGBF, L.L.C. (formerly IGBF,
Inc., a Texas corporation), a Texas limited liability company; NEWPORT FUND,
L.L.C. (formed by merging Newport Fund Corporation, an Oklahoma corporation,
into Newport Capital, L.L.C. with the latter being the surviving entity and
thereafter the name being changed), an Oklahoma limited liability company
("NFC"); XXXXXXXX'X, INC., a Texas corporation;
Rampart Capital Corporation
April 30, 2000
Page 2
RAMPART NEWPORT CORPORATION, L.L.C. (formerly Rampart Newport Corporation, a
Texas corporation), a Texas limited liability company; SOURCEONE CAPITAL GROUP,
L.L.C., a Nevada limited liability company; and RAMPART ALLIANCE CORPORATION, a
Texas corporation ("RAC"); provided, however, as to filings with the Bank and
compliance issues under the Loan Agreement, RSC shall replace RCC as the entity
primarily responsible for confirming to the Bank all compliance matters under
the Loan Agreement unless otherwise agreed to in writing by the Bank, and future
references to this Loan shall refer to "Rampart Services Corporation, L.L.C., et
al.".
This Ninth Amendment modifies the Loan Agreement to accomplish the
following:
1. The addition of RAC and NFC as a Borrower, respectively;
2. The term "Note" shall be that certain promissory note of even date
herewith from Borrower to the Bank in the face amount of $5,000,000
due and payable on or before March 31, 2001.
3. Recognize the conversion of corporate Borrowers into limited liability
companies; and
4. Except for the addition of RAC and NFC, each as a Borrower; and the
conversion of RSC as the Borrower primarily responsible for reporting
on behalf of each Borrower; and the extension of the maturity date of
the Note, the Loan Agreement is not modified or amended; provided,
however, the Borrower shall provide the Bank with instruments
reasonably required by the Bank to evidence the extension of all liens
and security interests in favor of the Bank securing the Loan.
To the extent that the terms and provisions of the Loan Agreement require
modification to accomplish the specific terms set forth above, the parties agree
that they shall cooperate to permit advances upon the terms set forth above.
The representations and warranties of Borrower contained in the Loan
Agreement and the other Security Instruments and otherwise made in writing by or
on behalf of the Borrower pursuant
Rampart Capital Corporation
April 30, 2000
Page 3
to the Loan Agreement and the other Security Instruments were true and correct
when made, and are true and correct in all material respects at and as of the
time of delivery of this Ninth Amendment.
Borrower has performed and complied with all Loan Agreements and conditions
contained in the Loan Agreement and the Security Instruments required to be
performed or complied with by Borrower prior to or at the time of delivery of
this Ninth Amendment.
There exists, and after giving effect to this Ninth Amendment will exist,
no default or Event of Default, or any condition, or act which constitutes, or
with notice or lapse of time (or both) would constitute an Event of Default
under any loan agreement, note agreement, or trust indenture to which the
Borrower is a party, including without limitation, the Loan Agreement, the Note
and the Security Instruments, to the knowledge of the parties hereto.
Nothing in this Ninth Amendment is intended to amend any of the
representations or warranties contained in the Loan Agreement.
Borrower represents that this is a commercial, business and/or investment
transaction and that the proceeds of the Note have not and will not be used for
personal, family, household or residential purposes; that all disclosures, if
any, required by law have been received by Borrower prior to the execution
hereof; and requests that Bank rely upon this representation, and the Bank has
relied upon the representations and warranties contained in this Ninth Amendment
in agreeing to the amendments and supplements to the Loan Agreement set forth
herein.
Except as otherwise expressly provided herein, the Loan Agreement, the
Security Instruments, the Note and the other instruments and agreements referred
to therein are not amended, modified or affected by this Ninth Amendment. Except
as expressly set forth herein, all of the terms, conditions, covenants,
representations, warranties and all other provisions of the Loan Agreement are
herein ratified and confined and shall remain in full force and effect.
On and after the date on which this Ninth Amendment becomes effective, the
terms, "this Loan Agreement," "hereof," "herein," "hereunder" and terms of like
import, when used herein or in the Loan Agreement shall, except where the
context otherwise requires, refer to the Loan Agreement, as amended by this
Ninth Amendment.
Rampart Capital Corporation
April 30, 2000
Page 4
This Ninth Amendment may be executed in two or more counterparts, and it
shall not be necessary that the signatures of all parties hereto be contained on
any one counterpart hereof; each counterpart shall be deemed an original, but
all of which together shall constitute one and the same instrument.
It is understood between the parties hereto that Borrower shall provide
Bank, at Borrower's expense, all other reports, further agreements and
instruments, title policies, surveys, and other documentation as reasonably
requested during the term of the Note, so as to preserve, protect and perfect,
or maintain the perfection, of all liens created by the instruments securing
payment of the Note or other required documentation so that Bank shall have all
documentation necessary to comply with Bank's internal lending policies and that
documentation required by any applicable regulatory agency/authority.
All notices to Borrower shall be sent to the address set forth above.
All the parties executing this Ninth Amendment on behalf of Borrower
represent that the representations and statements in the respective Officer's
Certificates furnished to the Bank for the Eighth Amendment are in full force
and effect through the date hereof and are by this reference restated and
confirmed in full as though set forth in full herein by the undersigned
officers.
NOTICE TO OBLIGORS: THIS DOCUMENT AND ALL OTHER DOCUMENTS RELATING TO THIS
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LOAN CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES TO THIS LOAN. THE TERM "PARTIES"
INCLUDES THE UNDERSIGNED PERSONS AND ENTITIES. THE TERM "LOAN" INCLUDES THIS
AGREEMENT AND THE DOCUMENTS REFERENCED HEREIN.
Rampart Capital Corporation
April 30, 2000
Page 5
IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment to
be executed on the date first set forth above but in all respects effective as
of December 31, 1999.
BORROWER: RAMPART CAPITAL CORPORATION
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By: /s/ X.X. Xxxxxxxxx
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X.X. Xxxxxxxxx
President
RAMPART SERVICES CORPORATION, L.L.C.
By: /s/ X.X. Xxxxxxxxx
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X.X. Xxxxxxxxx, Manager
By: /s/ X.X. Xxxxx
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X.X. Xxxxx, Manager
RAMPART VENTURES CORPORATION, L.L.C.
By: /s/ X.X. Xxxxx
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Xxxxxxx X. Xxxxx, Managing Member
RAMPART ACQUISITION CORPORATION, L.L.C.
By: /s/ X.X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx, Managing Member
Rampart Capital
April 30, 2000
Page 6
RAMPART PROPERTIES, L.L.C.
By: /s/ X.X. Xxxxxxxxx
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X.X. Xxxxxxxxx, Manager
By: /s/ X.X. Xxxxx
---------------------------------
X.X. Xxxxx, Manager
IGBAF, L.L.C.
By: /s/ X.X. Xxxxxxxxx
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X.X. Xxxxxxxxx, Member & Manager
IGBF, L.L.C.
By: /s/ X.X. Xxxxxxxxx
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X.X. Xxxxxxxxx, Member & Manager
NEWPORT FUND, L.L.C
By: /s/ X.X. Xxxxxxxxx
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X.X. Xxxxxxxxx, Manager
By: /s/ X.X. Xxxxx
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X.X. Xxxxx, Manager
Rampart Capital Corporation
April 30, 2000
Page 7
XXXXXXXX'X INC., a Texas corporation
By: /s/ X.X. Xxxxxxxxx
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X.X. Xxxxxxxxx, President
RAMPART NEWPORT CORPORATION, L.L.C.
By: /s/ X.X. Xxxxxxxxx
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X.X. Xxxxxxxxx, Manager
By: /s/ X.X. Xxxxx
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X.X. Xxxxx, Manager
SOURCEONE CAPITAL GROUP, L.L.C.
By: Rampart Properties, L.L.C.,
Its Manager
By: /s/ X.X. Xxxxxxxxx
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X.X. Xxxxxxxxx, Member & Manager
RAMPART ALLIANCE CORPORATION,
a Texas corporation
By: /s/ X.X. Xxxxxxxxx
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X.X. Xxxxxxxxx, President
Rampart Capital Corporation
April 30, 2000
Page 8
BANK: SOUTHWEST BANK OF TEXAS N.A.
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By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Vice President
ATTACHMENTS: NONE
