FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 9,
1998, amends and supplements that certain Credit Agreement dated as of
March 11, 1998 (as so amended, the "Credit Agreement") among BANDO
XXXXXXXXXX SMALL BUSINESS LENDING CORPORATION, a Wisconsin corporation
(the "Company"), the financial institutions from time to time party
thereto (individually a "Lender" and collectively the "Lenders"), and
FIRSTAR BANK MILWAUKEE, N.A., as agent for the Lenders (in such capacity,
the "Agent").
RECITAL
The Company, the Lenders and the Agent desire to amend the Credit
Agreement as provided below.
AGREEMENTS
In consideration of the promises and agreements set forth in the
Credit Agreement, as amended hereby, the Lenders, the Agent and the
Company agree as follows:
1. Definitions and References. Capitalized terms not otherwise
defined herein have the meanings assigned to them in the Credit Agreement.
All references to the Credit Agreement contained in the Loan Documents
shall, upon fulfillment of the conditions set forth in section 3 below,
mean the Credit Agreement as amended by this First Amendment.
2. Amendments to Credit Agreement. The Credit Agreement is
amended as follows:
(a) The definition of "Majority Lenders" contained in section 1
is amended by deleting "66 2/3%" in both places it appears therein and
substituting "75%" in both such places.
(b) The second sentence of the definition of "Revolving Loan
Commitment" contained in section 1 is amended by deleting "$50,000,000"
contained therein and substituting "$60,000,000" in its place.
(c) The parties acknowledge that simultaneously with the
effectiveness of this First Amendment, The Huntington National Bank
("Huntington") will become a "Lender" under the Credit Agreement. The
parties further acknowledge and agree that Huntington shall be deemed a
"Lender" for all purposes of the Credit Agreement and the other Loan
Documents, that the defined term "Lenders" shall include Huntington and
that Huntington shall have all of the rights, duties and obligations of a
"Lender" under the Credit Agreement and the other Loan Documents.
3. Effectiveness of First Amendment. This First Amendment shall
become effective upon its execution and delivery by the Company, the
Lenders and the Agent and satisfaction of the following conditions:
(a) Revolving Note. The Agent shall have received, for
delivery to Huntington, the Promissory Note of the Company evidencing its
obligations to Huntington in the principal amount of $10,000,000 (the
"Note").
(b) Closing Certificate of the Company. The Agent shall have
received copies for each of the Lenders, certified by the Secretary of the
Company to be true and correct and in full force and effect, of (i) a
statement to the effect that the Articles of Incorporation and By-Laws of
the Company delivered to the Lenders on March 11, 1998 have not been
amended since that date and remain in full force and effect as of the date
hereof; (ii) resolutions of the Board of Directors of the Company
authorizing the issuance, execution and delivery of this First Amendment
and the Note; and (iii) a statement containing the names and titles of the
officer or officers of the Company authorized to sign such documents,
together with true signatures of such officers.
(c) Acknowledgment of Guarantor. The Agent shall have received
an acknowledgment and consent from the Guarantor, acknowledging and
agreeing that such Guarantor's guarantee will run in favor of The
Huntington National Bank and reaffirming that such Guarantor's guarantee
remains in full force and effect.
(d) Proceedings Satisfactory. All other proceedings
contemplated by this First Amendment shall be satisfactory to the Lenders
and the Agent, and the Lenders and the Agent shall have received such
other information relating hereto as the Lenders or the Agent may
reasonably request.
4. Representations and Warranties. The Company represents and
warrants to the Lenders and the Agent that:
(a) The execution and delivery of this First Amendment and the
Note, and the performance by the Company of its obligations thereunder,
are within its corporate power, have been duly authorized by proper
corporate action on the part of the Company, are not in violation of any
existing law, rule or regulation of any governmental agency or authority,
any order or decision of any court, the Articles of Incorporation or By-
Laws of the Company or the terms of any agreement, restriction or
undertaking to which the Company is a party or by which it is bound, and
do not require the approval or consent of the shareholders of the Company,
any governmental body, agency or authority or any other person or entity;
and
(b) The representations and warranties contained in the Loan
Documents are true and correct in all material respects as of the date of
this First Amendment except (i) the representations and warranties
contained in section 3.3 of the Credit Agreement shall apply to the most
recent financial statements delivered by the Company to the Lenders
pursuant to sections 5.1 and 5.2 of the Credit Agreement and (ii) for
changes contemplated or permitted by the Loan Documents and, to the
Company's knowledge, no condition exists or event or act has occurred
that, with or without the giving of notice or the passage of time, would
constitute an Event of Default under the Credit Agreement.
5. Costs and Expenses. The Company agrees to pay to the Agent,
on demand, all costs and expenses (including reasonable attorneys' fees)
paid or incurred by the Agent in connection with the negotiation,
execution and delivery of this First Amendment.
6. Full Force and Effect. The Credit Agreement, as amended
hereby, remains in full force and effect.
7. Counterparts. This First Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one
agreement, and any of parties hereto may execute this First Amendment by
signing any such counterpart.
[Intentionally Left Blank, Signatures Appear on Next Page]
BANDO XXXXXXXXXX SMALL BUSINESS LENDING
CORPORATION
BY_____________________________
Its___________________________
Revolving
Loan
Commitment Percentage
FIRSTAR BANK MILWAUKEE, N.A.,
as the Agent
BY_____________________________
Its___________________________
Address: 000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxx Xxxxx
Facsimile No.: 000-000-0000
$17,500,000 29.167% FIRSTAR BANK MILWAUKEE, N.A.,
as a Lender
BY_____________________________
Its___________________________
Address: 000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxx Xxxxx
Facsimile No.: 000-000-0000
$17,500,000 29.167% U.S. BANK NATIONAL ASSOCIATION
(formerly known as First Bank National
Association)
BY_____________________________
Its___________________________
Address: 000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
Facsimile No.: 000-000-0000
$7,500,000 12.500% LASALLE NATIONAL BANK
BY_____________________________
Its___________________________
Address: 000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Facsimile No.: 000-000-0000
$7,500,000 12.500% XXXXXX TRUST AND SAVINGS BANK
BY_____________________________
Its___________________________
Address: 000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
Facsimile No.: 000-000-0000
$10,000,000 16.666% THE HUNTINGTON NATIONAL BANK
BY_____________________________
Its___________________________
Address: 00 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx
Facsimile No.: 000-000-0000
----------- -------
$60,000,000 100.000%
=========== =======
