1
SECOND AMENDMENT TO LINE OF CREDIT,
SECURITY AND PLEDGE AGREEMENT
This Second Amendment to Line of Credit, Security and Pledge Agreement
("Amendment") dated as of April 16, 1997 is entered into by ALLIED CAPITAL SBLC
CORPORATION (the "Borrower") and XXXXX BANK N.A. (the "Lender").
WHEREAS, the Borrower and the Lender entered into that certain Line of
Credit, Security and Pledge Agreement dated January 1, 1997, as amended by that
certain First Amendment to Line of Credit, Security and Pledge Agreement dated
as of March 19, 1997 (collectively, the "Agreement"); and
WHEREAS, the Borrower has requested that Lender further amend the
Agreement and Lender is willing to do so under the terms herein contained;
WHEREAS, capitalized terms not otherwise defined herein shall be used
herein as defined in the Agreement.
NOW THEREFORE, the Lender and the Borrower agree as follows:
1. The Agreement is hereby amended by deleting Section 2.01 (c) in
its entirety and substituting the following in its place:
(c) The proceeds of each Loan shall be used for the making of
Eligible S.B.A. Guaranteed Loans, and for no other purpose.
2. The Agreement is hereby amended by deleting Section 2.06 in its
entirety and substituting the following in its place:
SECTION 2.06. USE OF PROCEEDS. The proceeds of the Loans
hereunder shall be used by the Borrower for the making of
Eligible S.B.A. Guaranteed Loans. The Borrower will not,
directly or indirectly, use any part of such proceeds for the
purpose of purchasing or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the
Federal Reserve System or to extend credit to any Person for
the purpose of purchasing or carrying any such margin stock,
or for any purpose which violates, or is inconsistent with,
Regulation X of such Board of Governors.
3. The Agreement is hereby amended by deleting Section 7.08 in its
entirety and substituting the following in its place:
SECTION 7.08. TRANSACTIONS WITH AFFILIATES. The Borrower will
not (a) enter into any transaction, including, without
limitation, the purchase, sale or exchange of property or the
rendering of any service, with any Affiliate, except in the
ordinary course of and pursuant to the reasonable requirements
of the Borrower's business and upon fair and reasonable
1
2
terms no less favorable to the Borrower than would be
applicable in a comparable arm's-length transaction with a
Person not an Affiliate (provided that the investment advisory
agreement between Borrower and Allied Capital Advisers, Inc.
shall not be deemed to violate this provision), or (b) after
and during the continuance of a Default hereunder, repay any
Indebtedness owed, or declare or pay any dividend or make any
capital distribution, to Allied.
4. Borrower hereby reaffirms the Agreement as amended hereby and
agrees that in all respects except as explicitly modified by the terms of this
Amendment that the Agreement shall remain in full force and effect.
5. In consideration of the Amendment contained herein, Borrower
represents, warrants and agrees that (i) there are no claims, defenses or
set-offs with respect to the Agreement, any Loan or any Note, or with respect
to the indebtedness evidenced or secured thereby or with respect to the
collection or enforcement of any of them or with respect to the collateral,
(and to the extent any claim, set-off or defense exists they are each hereby
waived and relinquished in their entirety), (ii) no Event of Default, as
defined in the Agreement, the Note or any other Loan Document, and no event
which with the lapse of time or the giving of notice or both would constitute
such an Event of Default, has occurred; (iii) Lender has made no
representations or commitments, oral or written, or undertaken any obligations
other than as expressly set forth in the Agreement, the Loan Documents and this
Amendment, (iv) except as otherwise previously disclosed in writing to the
Lender, each of the representations and warranties contained in the Agreement
are true and correct as of the date hereof and shall be deemed to be restated
and remade as of the date of this Amendment as if set out herein in their
entirety; and (v) the making, delivery and performance by the Borrower of this
Amendment and all instruments, documents and notes executed contemporaneously
herewith, have been duly authorized by all necessary corporate action, and
constitute the valid and binding obligations of the Borrower enforceable in
accordance with their terms.
6. All capitalized terms not otherwise defined in this Amendment
shall have the meanings ascribed thereto in the Agreement. Each and every of
the terms and provisions of this Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
successors, personal representatives and assigns.
BORROWER EXPRESSLY REPRESENTS AND WARRANTS TO HOLDER THAT IT (A) HAS
READ EACH AND EVERY PROVISION OF THIS INSTRUMENT; (B) HAS BEEN GIVEN THE
OPPORTUNITY TO HAVE THIS INSTRUMENT REVIEWED BY COMPETENT LEGAL COUNSEL OF ITS
OWN CHOOSING; AND (C) UNDERSTANDS, AGREES TO AND ACCEPTS THE PROVISIONS HEREOF.
2
3
IN WITNESS WHEREOF, the Borrower and the Lender have executed this
Amendment as of the date first above written.
ALLIED CAPITAL SBLC CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: President
XXXXX BANK N.A.
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
3
