Exhibit 10.21
THIRD AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
---------------------------
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this "Third Amendment") is dated as of the 18th day of November,1999
by and among CMC HEARTLAND PARTNERS, a Delaware general partnership ("CMC") and
HEARTLAND PARTNERS, L.P., a Delaware limited partnership ("Heartland"), jointly
and severally (CMC and Heartland are referred to herein from time to time
individually as a "Borrower" and collectively as "Borrowers"); and LASALLE BANK
NATIONAL ASSOCIATION, a national banking association, f/k/a LaSalle National
Bank ("Bank").
W I T N E S S E T H:
WHEREAS, Bank and Borrowers entered into that certain Amended and
Restated Loan and Security Agreement dated as of June 30, 1998, as amended by
that certain Amendment to Amended and Restated Loan and Security Agreement dated
as of October 23, 1998 and that certain Second Amendment to Amended and Restated
Loan and Security Agreement dated as of April 29, 1999 (collectively, the
"Agreement"), and now desire to amend the Agreement to, among other things,
increase Bank's commitment to Borrowers, as further set forth in this Amendment.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements herein contained and for the purposes of setting forth the terms and
conditions of this Second Amendment, the parties, intending to be bound, hereby
agree as follows:
1. Incorporation of the Agreement. All capitalized terms which are not defined
hereunder shall have the same meanings as set forth in the Agreement, and the
Agreement to the extent not inconsistent with this Amendment is incorporated
herein by this reference as though the same were set forth in its entirety. To
the extent any terms and provisions of the Agreement are inconsistent with the
amendments set forth in Paragraph 2 below, such terms and provisions shall be
deemed superseded hereby. Except as specifically set forth herein, the Agreement
shall remain in full force and effect and its provisions shall be binding on the
parties hereto.
2. Amendment of the Agreement. The Agreement is hereby amended as follows:
(a) Any and all references to the Agreement shall be deemed to refer to and
include this Third Amendment, as the same may be further amended, modified or
supplemented from time to time.
(b) The definition of the term "Galewood Assignment of Rents" in Paragraph 1.1
is hereby amended and restated to read in its entirety as follows:
"Galewood Assignment of Rents" means that certain
Assignment of Rents and Leases dated as of June 30,
1998 between CMC and Bank with respect to the
Galewood Mortgaged Property, as amended by that
certain Amendment to Assignment of Rents and Leases
dated as of October 23, 1998, that certain Second
Amendment to Assignment of Rents and Leases dated as
of April 29, 1999 and that certain Third Amendment to
Assignment of Rents and Leases dated as of November
18, 1999, as the same may be amended, modified or
supplemented from time to time.
(c) The definition of the term "Galewood Mortgage" in Paragraph 1.1 is hereby
amended and restated to read in its entirety as follows:
"Galewood Mortgage" means that certain Mortgage and
Security Agreement dated June 30, 1998 between CMC
and Bank with respect to the Galewood Mortgaged
Property, as amended by that certain Amendment to
Mortgage and Security Agreement dated as of October
23, 1998, that certain Second Amendment to Mortgage
and Security Agreement dated as of April 29, 1999 and
that certain Third Amendment to Mortgage and Security
Agreement dated as of November 18, 1999, as the same
may be amended, modified or supplemented from time to
time.
(d) The definition of the term "Kinzie Station Assignment of Rents" in
Paragraph 1.1 is hereby amended and restated to read in its entirety as follows:
"Kinzie Station Assignment of Rents" means that
certain Assignment of Rents and Leases dated as of
March 15, 1996 made by CMC in favor of Bank with
respect to the Kinzie Station Mortgaged Property, as
amended by that certain Amendment to Assignment of
Rents and Leases dated as of May 14, 1997, that
certain Second Amendment to Assignment of Rents and
Leases dated as of April 30, 1998, that certain Third
Amendment to Assignment of Rents and Leases dated as
of June 30, 1998, that certain Fourth Amendment to
Assignment of Rents and Leases dated as of October
23, 1998, that certain Fifth Amendment to Assignment
of Rents and Leases dated as of April 29, 1999 and
that certain Sixth Assignment of Rents and
2
Leases dated as of November 18, 1999, as the same may
be further amended, modified or supplemented from
time to time.
(e) The definition of the term "Kinzie Station Mortgage" in Paragraph 1.1 is
hereby amended and restated in its entirety to read as follows:
"Kinzie Station Mortgage" means that certain Mortgage
and Security Agreement dated as of March 15, 1996,
made by CMC in favor of Bank with respect to the
Kinzie Station Mortgaged Property, as amended by that
certain Amendment to Mortgage and Security Agreement
dated as of May 14, 1997, that certain Second
Amendment to Mortgage and Security Agreement dated as
of April 30, 1998, that certain Third Amendment to
Mortgage and Security Agreement dated as of June 30,
1998, that certain Fourth Amendment to Mortgage and
Security Agreement dated as of October 23, 1998, that
certain Fifth Amendment to Mortgage and Security
Agreement dated as of April 29, 1999 and that certain
Sixth Amendment to Mortgage and Security Agreement
dated as of November 18, 1999, as the same may be
further amended, modified or supplemented from time
to time.
(f) The definition of the term "Milwaukee Assignment of Rents" in Paragraph 1.1
is hereby amended and restated in its entirety to read as follows:
"Milwaukee Assignment of Rents" means that certain
Assignment of Rents and Leases dated as of April 29,
1999 between CMC and Bank with respect to the
Milwaukee Mortgaged Property, as amended by that
certain Amendment to Assignment of Rents and Leases
dated as of November 18, 1999, as the same may be
amended, modified or supplemented from time to time.
(g) The definition of the term "Milwaukee Mortgage" in Paragraph 1.1 is hereby
amended and restated in its entirety to read as follows:
"Milwaukee Mortgage" means that certain Mortgage and
Security Agreement dated as of April 29, 1999 between
CMC and Bank with respect to the Milwaukee Mortgaged
Property, as amended by that certain Amendment to
Mortgage and Security Agreement dated as of
3
November 18, 1999, as the same may be amended,
modified or supplemented from time to time.
(h) The definition of the term "Revolving Note" in Paragraph 1.1 is hereby
amended and restated to read in its entirety as follows:
"Revolving Note" means that certain Substitute
Revolving Note dated as of November 18, 1999 made by
Borrowers, jointly and severally, in favor of Bank,
in the maximum principal amount available of Thirteen
Million Three Hundred Thousand and 00/100 Dollars
($13,300,000), as the same may be amended, modified
or supplemented from time to time, together with any
renewals thereof or exchanges or substitutes
therefor.
(i) The term "Assignment of Partnership Interests" is hereby added to the
definition of the term "Other Agreements" in Paragraph 1.1.
(j) The definition of the term "Assignment of Partnership Interests" is hereby
added to Paragraph 1.1 to read as follows: "Assignment of Partnership Interests"
means that certain Assignment of Partnership Interests dated as of November 18,
1999 made by Heartland in favor of Bank.
(k) Paragraph 2.1 is hereby amended and restated to read in its entirety as
follows:
2.1 Revolving Credit Commitment. On the terms and
subject to the conditions set forth in this
Agreement, Bank agrees to make revolving credit
available and Letters of Credit available to
Borrowers from time to time prior to the Revolving
Credit Termination Date with respect to revolving
credit loans and the Letter of Credit Termination
Date with respect to Letters of Credit, in such
aggregate amounts as Borrowers may from time to time
request but in no event exceeding Thirteen Million
Three Hundred Thousand Dollars ($13,300,000) in the
aggregate (the "Revolving Credit Commitment");
provided, however, that in no event shall the
aggregate amount of Letters of Credit outstanding at
any one time exceed the Letter of Credit Limit. The
Revolving Credit Commitment shall be available to
Borrowers by means of Loans, it being understood that
the Loans may be repaid and used again during the
period from the date hereof to and including the
Revolving Credit Termination Date, at which time the
Revolving Credit Commitment shall expire.
4
(l) Any and all references to "LaSalle National Bank" shall be deemed to refer
to "LaSalle Bank National Association."
3. Closing Documents. All the documents on the Closing Checklist (attached
hereto as Exhibit A) shall be delivered concurrently with this Amendment, each
in form and substance satisfactory to Bank.
4. Representations and Warranties; No Event of Default. The representations and
warranties set forth in Paragraph 8.1 are deemed remade as of the date hereof
and each Borrower represents that such representations and warranties are true
and correct as of the date hereof. No Event of Default exists nor does there
exist any event or condition which with notice, lapse of time and/or the
consummation of the transactions contemplated hereby would constitute an Event
of Default.
5. Fees and Expenses. The Borrowers agree to pay on demand all costs and
expenses of or incurred by Bank in connection with the evaluation, negotiation,
preparation, execution and delivery of this Third Amendment and the other
instruments and documents executed and delivered in connection with the
transactions described herein (including the filing or recording thereof),
including, but not limited to, the fees and expenses of counsel for the Bank and
any future amendments to the Agreement. Borrowers also agree to pay to Bank, on
demand, a closing fee equal to $4,500.
6. Effectuation. The amendments to the Agreement contemplated by this Third
Amendment shall be deemed effective immediately upon the full execution of this
Third Amendment and without any further action required by the parties hereto.
There are no conditions precedent or subsequent to the effectiveness of this
Third Amendment.
7. Counterparts. This Third Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
5
IN WITNESS WHEREOF, the parties hereto have duly executed this Third
Amendment as of the date first above written.
CMC HEARTLAND PARTNERS, a
Delaware general partnership
By: HEARTLAND TECHNOLOGY, INC., a
Delaware corporation and an authorized
general partner
By:
-----------------------------------
Its President
By: HEARTLAND PARTNERS, L.P., a
Delaware limited partnership and an
authorized general partner
By: Heartland Technology, Inc.,
Its: General Partner
By:
-----------------------------------
Its President
HEARTLAND PARTNERS, L.P.,
a Delaware limited partnership
By: Heartland Technology, Inc.
Its: General Partner
By:
-----------------------------------
Its President
LASALLE BANK NATIONAL ASSOCIATION,
a national banking
association
By:
-----------------------------------
Its:
-------------------------
6
EXHIBIT A
(See Attached Closing Checklist)
EXHIBIT B
None
