EXHIBIT 10.70
SECOND AMENDMENT TO
LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made as of
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August 9, 2000, by and between ZEFER Corp., a Delaware corporation (the
"Borrower"), and GTCR Capital Partners, L.P., a Delaware limited partnership
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(the "Lender"). Except as otherwise indicated, capitalized terms used herein
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and not otherwise defined shall have the meanings ascribed to such terms in the
Loan Agreement (as defined below).
WHEREAS, the Borrower and the Lender are parties to that certain Loan
Agreement, dated as of November 24, 1999, as amended as of March 27, 2000 (the
"Loan Agreement"), pursuant to which the Borrower and the Lender have agreed
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that the Lender shall make Loans to the Borrower on the terms and conditions set
forth therein; and
WHEREAS, the Borrower and the Lender desire to make certain amendments to
the Loan Agreement in accordance with Section 11.3 thereof.
NOW, THEREFORE, in consideration of the foregoing recitals and the
respective agreements set forth herein, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to amend the Loan Agreement as
follows:
1. Subsection 3.5.3 of the Loan Agreement is hereby amended by deleting
it in its entirety and by adding the following in its place:
3.5.3. Public Offering. The Borrower shall immediately apply the
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Net Public Offering Proceeds received from the initial public offering
of its equity securities pursuant to an effective registration
statement under the Securities Act in the following order and manner:
(i) first, the Net Public Offering Proceeds shall be used to fully
repay the Xxxxxx Indebtedness; and (ii) second, the remaining amount
of Net Public Offering Proceeds shall be retained by the Borrower for
working capital and other general corporate purposes, including
possible acquisitions.
2. The definition of "Net Public Offering Proceeds" in Section 12 of the
Loan Agreement is hereby amended by deleting it in its entirety and by adding
the following in its place:
"Net Public Offering Proceeds" means the proceeds received by the
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Borrower from the initial public offering of its equity securities pursuant
to an effective registration statement under the Securities Act, net of any
underwriting discounts and commissions and other reasonable and customary
transactions costs, fees and expenses properly attributable to such
offering and payable by the Borrower to non-Affiliates in connection
therewith.
3. Full Force and Effect. Other than as specifically provided herein,
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the Loan Agreement, as amended hereby, shall remain in full force and effect,
and is hereby ratified and confirmed in all respects.
4. Amendment. As required by Section 11.3 of the Loan Agreement, the
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Borrower and the Lender hereby consent to this Amendment.
5. Counterparts. This Amendment may be executed in separate
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counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first written above.
ZEFER CORP.
By: /s/ Xxxx X. Xxxxxxxx
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Its: General Counsel
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GTCR CAPITAL PARTNERS, L.P.
By: GTCR Mezzanine Partners, L.P.
Its: General Partner
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Its: Principal
SIGNATURE PAGE TO SECOND AMENDMENT TO LOAN AGREEMENT
