1
EXHIBIT 10.12(xi)
THIRD AMENDMENT
TO
CREDIT AGREEMENT
This Third Amendment to Credit Agreement ("Amendment") dated
and effective as of September 26, 1997 (the "Effective Date"), is entered into
between CREDENTIALS SERVICES INTERNATIONAL, INC., a Delaware corporation
("Borrower"), and LASALLE NATIONAL BANK, a national banking association
("Lender").
Recitals:
A. Borrower and Lender are parties to a Credit Agreement
dated January 14, 1997, as amended by First Amendment to Credit Agreement dated
March 10, 1997 and Second Amendment to Credit Agreement dated August 13, 1997,
(as so amended, the "Credit Agreement").
B. Borrower has requested that Lender further amend the
Credit Agreement in certain respects and Lender has agreed to enter into this
Amendment on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements contained
herein and in the Credit Agreement and in consideration of any loans or
extensions of credit heretofore, now or hereafter made to or for the benefit of
Borrower by Lender, Borrower and Lender agree as follows:
1. Definitions. Capitalized terms used herein
without definition shall have the meanings set forth in the Credit Agreement.
2. Amendments to the Credit Agreement.
Effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 3 below, the Credit Agreement is
hereby amended as follows:
"8.01 Minimum EBITDA
(a) Borrower shall not permit EBITDA for the
twelve month period ending on the last day of any calendar quarter set
forth below to be less than the minimum amount set forth below
opposite each such fiscal quarter ending date:
Fiscal Quarter Ending Minimum EBITDA
--------------------- --------------
March 31, 1997 $2,000,000
June 30, 1997 $4,000,000
September 26, 1997 $5,500,000
December 26, 1997 and
the last day of each fiscal
quarter thereafter $7,500,000"
3. Effectiveness of Amendment. This Amendment
shall become effective and be deemed effective as of the Effective Date hereof.
2
4. Representations and Warranties.
(a) Borrower hereby reaffirms all covenants,
representations and warranties made in the Credit Agreement to the extent the
same are not amended hereby and agrees that all such covenants, representations
and warranties shall be deemed to have been remade as of the effective date of
this Amendment (except to the extent any such representations and warranties
expressly refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier dates) and that, as of the
Effective Date of this Amendment and after giving effect hereto, no Default has
occurred and is continuing.
(b) Borrower hereby represents and warrants that
this Amendment and the Credit Agreement, as previously executed and as amended
hereby, constitute legal, valid and binding obligations of Borrower enforceable
against Borrower in accordance with their respective terms.
5. Reference to and Effect on Credit Agreement.
(a) On and after the date hereof, each reference
in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of similar import, and each reference to the Credit Agreement in any
instrument or document delivered in connection therewith, shall mean and be a
reference to the Credit Agreement as amended hereby.
(b) This Amendment shall render null and void the
Second Amendment to Credit Agreement, dated August 13, 1997.
(c) Except as specifically set forth herein, the
Credit Agreement, and all other documents, instruments and agreements executed
or delivered in connection therewith, shall remain in full force and effect and
are hereby ratified and confirmed.
(d) This Amendment may be executed in any number
of separate counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.
(e) This Amendment, together with the Credit
Agreement and all of the other Loan Documents, embodies the entire agreement
and understanding of parties hereto and supersedes all prior agreements and
understandings, written and oral, relating to the subject matter hereof.
(f) This Amendment shall be governed by and
construed in accordance with the internal law (without regard to the conflict
of laws provisions) of the State of Illinois.
* * * * *
3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the date first written above.
CREDENTIALS SERVICES INTERNATIONAL, INC.
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Secretary
LASALLE NATIONAL BANK
By: /s/ Xxxxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Vice President
