EXHIBIT 10.19
FIRST AMENDMENT TO
LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT ("First Amendment"), made and
entered into as of the 8th day of May, 1999, by and between MERCURY WASTE
SOLUTIONS, INC., a Minnesota corporation ("Borrower") and BANKERS AMERICAN
CAPITAL CORPORATION, a Minnesota corporation ("Lender");
RECITALS
A. The Borrower and Lender are parties to that certain Loan Agreement
dated as of May 8, 1998 (the "Credit Agreement").
B. The Borrower has requested the Lender to extend the maturity date of
the revolving loan.
C. The parties hereto desire to amend the terms of the Credit Agreement
upon the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for one dollar and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby amend the Credit Agreement as follows:
1. Capitalized Terms. All capitalized terms not defined herein shall
have the meanings assigned such terms in the Credit Agreement.
2. Definitions.
2.1 The following definitions are hereby amended in their
entirety to read as follows:
"Maturity Date" means (i) May 1, 2000 with respect to the Term
Note, and (ii) November 8, 1999 with respect to the Revolving
Note.
3. Conditions Precedent. Prior to the effectiveness of this First
Amendment, the Borrower shall provide to the Lender as conditions precedent, the
following:
a. Original counterpart of this First Amendment duly
executed by the Borrower;
b. Payment of all costs and expenses incurred by the
Lender in connection with this First Amendment,
including without limitation, all legal fees and
out-of-pocket expenses of Lender's counsel;
c. Consent of Guarantor in form and substance acceptable
to the Lender signed on behalf of the Guarantor;
d. Current resolutions of Borrower's board of directors
authorizing the First Amendment; and
4. References. Any references in any document to the Agreement
including, but not limited to, the Notes and other Loan Documents, are hereby
amended to refer to the Agreement as amended by this First Amendment.
5. Representations and Warranties. Borrower reaffirms and confirms all
of the representations and warranties contained in Article IV of the Agreement
as of the date of this First Amendment.
6. Covenants. Borrower reaffirms as of the date of this First Amendment
and covenants with the Lender all of the Covenants contained in Articles V and
VI of the Agreement.
7. Reaffirmation of Security Agreement. Borrower hereby acknowledges
and agrees that all of the obligations of Borrower under the Agreement, as
amended by this First Amendment, is secured by that certain Security Agreement
executed by Borrower in favor of Lender dated as of May 8, 1998.
8. Acknowledgments. The Borrower acknowledges that it has been advised
by the counsel of its choice in the negotiation, execution and delivery of this
First Amendment, that the Lender has no fiduciary relationship to or joint
venture with the Borrower, the relationship being solely that of borrower and
lender, and that the Lender does not undertake any responsibility to the
Borrower to review or inform the Borrower of any matter in connection with any
phase of the business or operations of the Borrower which shall rely entirely on
its own judgment.
9. Costs and Expenses. Borrower agrees to pay all costs and expenses
incurred by Lender in connection with the preparation of this First Amendment,
including, but not limited to, title insurance premiums and expenses, recording
fees, and the fees and expenses of Lender's special legal counsel, Xxxxxx and
Xxxxxx, P.A.
10. Entire Agreement. This First Amendment and the Agreement embody the
entire agreement between the parties and supersede all prior agreements and
understandings between the parties hereto.
11. Full Force and Effect. Except as amended hereby, the provisions of
the Agreement shall remain unmodified and in full force and effect.
12. Counterparts. This First Amendment may be executed in any number of
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this First Amendment to
Second Amended and Restated Credit Agreement to be executed as of the day and
year first above written.
BORROWER: MERCURY WASTE SOLUTIONS, INC.,
A MINNESOTA CORPORATION
BY /s/ Xxxx X. Xxxxxxxx
-------------------------------------
ITS CFO
----------------------------------
Xxxx X. Xxxxxxxx
CFO
LENDER: BANKERS AMERICAN CAPITAL
CORPORATION
A MINNESOTA CORPORATION
BY /s/ Xxxx X. Xxxxxxx
-------------------------------------
ITS Chairman
----------------------------------
Xxxx X. Xxxxxxx
Chairman
CONSENT OF GUARANTOR
The undersigned, as guarantor of all obligations of Mercury Waste
Solutions, Inc. (the "Borrower") to Bankers American Capital Corporation
("Lender") pursuant to that certain Guaranty dated May 8, 1998 executed by the
undersigned in favor of Lender, as the same may be amended from time to time
(the "Guaranty"), hereby consents to the terms of the above First Amendment to
Loan Agreement, and agrees that the undersigned remains obligated to the Lender
for the payment of the indebtedness of the Borrower incurred pursuant to said
Agreement, as amended, including without limitation, the indebtedness evidenced
by the Revolving Note, as defined therein.
MWS NEW YORK, INC.
A MINNESOTA CORPORATION
BY /s/ Xxxx X. Xxxxxxxx
-------------------------------------
ITS CFO
----------------------------------
Xxxx X. Xxxxxxxx
CFO
