EXHIBIT 10.10
NINTH AMENDMENT TO
REVOLVING LOAN AGREEMENT
THIS NINTH AMENDMENT TO REVOLVING LOAN AGREEMENT dated as of September 1,
2001 (this "Amendment") is between XXXXXX CAPITAL GROUP, INC., a Delaware
corporation (the "Borrower") and LASALLE BANK NATIONAL ASSOCIATION (formerly
known as LaSalle National Bank), a national banking association (the "Bank").
W I T N E S S E T H :
WHEREAS, the Borrower and the Bank entered into a Loan Agreement dated as
of February 12, 1997, as amended by a First Amendment dated February 27, 1997,
a Second Amendment dated November 1, 1997, a Third Amendment dated as of May 1,
1998, a Fourth Amendment dated June 1, 1998, a Fifth Amendment dated as of
August 1, 1998, a Sixth Amendment dated as of September 1, 1998, a Seventh
Amendment dated as of September 1, 1999 and a Eighth Amendment dated as of
September 1, 2000 (as so amended, the"Agreement"); and
WHEREAS, the Borrower and the Bank have agreed to amend the Agreement as
more fully described herein.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms uses herein without definition
shall have the respective meanings set forth in the Agreement.
2. AMENDMENTS TO THE AGREEMENT.
2.1 Amendment to Section 1.1. The definition of "Revolving Credit
Maturity Date" set forth in Section 1.1 of the Agreement is hereby amended by
deleting therefrom the date "September 1, 2001" and substituting therefor the
date "April 30, 2002".
2.2 Amendment to Section 1.1. The definition of the term "Revolving
Note" appearing in Section 1.1 of the Loan Agreement is hereby amended and
restated in its entirety to read as follows:
"Revolving Note" means that certain Substitute Revolving Note
dated as of September 1, 2001 in the original aggregate maximum
principal amount of Twelve Million Dollars ($12,000,000), as
the same may be amended, modified or supplemented from time to
time, and together with any renewals thereof or exchanges or
substitutes therefor.
2.3 Amendment to Section 3.1. The date set forth in Section 3.1 of
the Agreement is hereby amended by deleting therefrom the date "September 1,
2001" and substituting therefor the date "April 30, 2002".
2.4 Replacement of Exhibit 3.1 Exhibit 3.1 attached hereto as made
a part of the Agreement is hereby deleted in its entirety and Exhibit 3.1
attached hereto is hereby substituted therefor.
3. WARRANTIES. To induce the Bank to enter into this Amendment, the
Borrower warrants that:
3.1 Authorization. The Borrower is duly authorized to execute and
deliver this Amendment and is and will continue to be duly authorized to borrow
monies under the Agreement, as amended hereby, and to perform its obligations
under the Agreement, as amended hereby.
3.2 No Conflicts. The execution and delivery of this Amendment and
the performance by the Borrower of its obligations under the Agreement, as
amended hereby, do not and will not conflict with any provision of law or of
the charter or by-laws of the Borrower or of any agreement binding upon the
Borrower.
3.3 Validity and Binding Effect. The Agreement, as amended hereby,
is a legal, valid and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency or other similar laws of general application
affecting the enforcement of creditors' rights or by general principles of
equity limiting the availability of equitable remedies.
3.4 No Default. As of the date hereof, no Event of Default under
Section 8 of the Agreement, as amended by this Amendment, or event or condition
which, with the giving of notice or the passage of time, shall constitute an
Event of Default, has occurred or is continuing.
3.5 Warranties. As of the date hereof, the representations and
warranties in Section 7 of the Agreement are true and correct as though made on
such date, except for such changes as are specifically permitted under the
Agreement.
4. GENERAL
4.1 Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of Illinois.
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4.2 Successors. This Amendment shall be binding upon the Borrower
and the Bank and their respective successors and assigns, and shall inure to
the benefit of the Borrower and the Bank and their respective successors and
assigns.
4.3 Confirmation of the Agreement. Except as amended hereby, the
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
5. EFFECTIVENESS. This Amendment shall become effective upon receipt by
the Bank of the following documents, duly executed by the parties thereto:
(a) This Amendment;
(b) Substitute Revolving Note in the form of Exhibit 3.1
attached hereto duly executed by the Borrower;
(c) Such other documents as the Bank reasonably may request.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
LASALLE BANK NATIONAL XXXXXX CAPITAL GROUP, INC.
ASSOCIATION
By: /s/ Xxx X. Xxxxxxx By: /s/ X. X. Xxxxxxx
------------------------- -------------------------
Its: SVP Its: CFO
Exhibit 3.1
SUBSTITUTE REVOLVING NOTE
$12,000,000 Dated as of September 1, 2001
Due: April 30, 2002
FOR VALUE RECEIVED, XXXXXX CAPITAL GROUP, INC., a Delaware corporation (the
"Maker") promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION
(formerly known as LaSalle National Bank), a national banking association (the
"Bank") the lesser of the principal sum of TWELVE MILLION DOLLARS ($12,000,000)
or the aggregate unpaid principal amount of Revolving Loans outstanding under
the Loan Agreement hereinafter referred to at the maturity or maturities and in
the amount or amounts as stated on the records of the Bank, together with
interest (computed on the basis of a year consisting of 360 days for actual days
elapsed) on any and all such principal amounts outstanding hereunder from time
to time from the date hereof until maturity. Interest shall be payable at the
rate of interest and the times set forth in the Loan Agreement dated as of
February 12, 1997 between the Maker and the Bank (as amended, supplemented or
modified from time to time, the "Loan Agreement"). In no event shall any
principal amount have a maturity later than April 30, 2002.
Principal and interest shall be paid to the Bank at its office at 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other place as the holder of
this Note may designate in writing to the Maker. This Note may be prepaid in
whole or in part as provided for in the Loan Agreement.
This Note evidences indebtedness incurred under the Loan Agreement to which
reference is hereby made for a statement of the terms and conditions under which
the due date of this Note or any payment hereon may be accelerated. The holder
of this Note is entitled to all of the benefits and security provided for in the
Loan Agreement.
Demand, presentment, protest and notice on non-payment are hereby waived by
the Maker.
This Note, in part, is a replacement and substitute for, but not a
repayment of, that certain $12,000,000 Substituting Revolving Note dated as of
September 1, 2000 of the Maker payable to the order of the Bank and does not and
shall not be deemed to constitute a novation therefor.
XXXXXX CAPITAL GROUP, INC.
By: ______________________
Its: _____________________
