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FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment to Loan Agreement (this "Amendment") is dated as
of the ___ day of December, 1997 and is between XXX. XXXXXX= ORIGINAL COOKIES,
INC., a Delaware corporation ("Borrower") and LASALLE NATIONAL BANK ("Lender").
W I T N E S S E T H:
WHEREAS, the Borrower and Lender are parties to that certain Loan
Agreement dated as of January 31, 1997 (the same, as it may be amended,
restated, modified or supplemented and in effect from time to time, being herein
referred to as the "Loan Agreement") under which Lender, as lender, agreed to
make available to the Borrower a revolving credit facility on the terms and
conditions set forth therein; and
WHEREAS, the Borrower has requested that Lender amend the Loan
Agreement in certain respects, as more fully set forth herein, and Lender is
agreeable to such request;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used in this Amendment and not
otherwise defined herein are used with the meanings given such terms in the
Loan Agreement.
2. Amendment of Loan Agreement. The Loan Agreement is hereby amended,
effective as of the date first set forth above, as follows:
(a) The definition of AMaximum Letter of Credit Obligation@ is hereby
amended and restated in its entirety as follows:
AMaximum Letter of Credit Obligation@ shall mean the lesser of
(i) the Revolving Loan Commitment less the aggregate amount of
all Revolving Loans outstanding at any time, or (ii) $200,000.
(b) The definition of ARevolving Loan Maturity Date@ is hereby amended
and restated in its entirety as follows:
ARevolving Loan Maturity Date@ shall mean February 28, 1998,
unless extended by the Bank pursuant to any modification,
extension or renewal note executed by the Borrower and
accepted by the Bank in its sole and absolute discretion in
substitution for the Revolving Note.
(c) Section 2.4 of the Loan Agreement is hereby amended and restated
in its entirety as follows:
Section 2.4 Letters of Credit. Subject to the terms and
conditions of this Agreement and upon the execution and
delivery by the Borrower and the acceptance by the Bank, in
its sole and absolute discretion, of an application for letter
of credit, the Bank agrees to issue for the account of the
Borrower out of the Revolving Loan Commitment, Letters of
Credit in the standard form of the Bank and otherwise in form
and substance acceptable to the Bank, from time to time during
the term of this Agreement, provided that the Letter of Credit
Obligations may not at any time exceed the Maximum Letter of
Credit Obligation. The Letters of Credit shall expire on
December 31, 1998. The amount of any payments made by the Bank
with respect to draws made by a beneficiary under a Letter of
Credit for which the Borrower has failed to reimburse the Bank
upon the earlier of (i) the Bank=s demand for repayment, or
(ii) five (5) days from the date of such payment to such
beneficiary by the Bank, shall be deemed to have been
converted to a Revolving Loan (which Revolving Loan shall be a
Prime Loan) as of the date such payment was made by the Bank
to such beneficiary.
3. Miscellaneous.
(a) This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall together
constitute but one and the same document.
(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
(c) Section captions and headings used in this Amendment are for
convenience only and are not part of and shall not affect the construction of
this Amendment.
(d) This Amendment shall be a contract made under and governed by the
laws of the State of Illinois, without regard to conflict of laws principles.
Whenever possible, each provision of this Amendment shall be interpreted in such
a manner as to be effective and valid under applicable law, but if any provision
of this Amendment shall be prohibited by or invalid under such law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Amendment.
(e) From and after the date of execution of this Amendment, any
reference to the Loan Agreement contained in any notice, request, certificate or
other instrument, document or agreement executed concurrently with or after the
execution and delivery of this Amendment shall be deemed to include this
Amendment unless the context shall otherwise require.
(f) Except as expressly set forth herein, nothing in this Amendment is
intended to or shall be deemed to have amended the Loan Agreement, which is
hereby reaffirmed in all respects. Notwithstanding anything contained herein,
the terms of this Amendment are not intended to and do not serve to effect a
novation as to the Loan Agreement. The parties hereto expressly do not intend to
extinguish the Loan Agreement. Instead, it is the express intention of the
parties hereto to reaffirm the indebtedness created under the Loan Agreement
which is evidenced by the notes provided for therein and secured by the
collateral referred to therein. The Loan Agreement, as amended hereby, and each
of the other "Loan Documents" referred to in the Loan Agreement remain in full
force and effect and are hereby reaffirmed in all respects.
[Balance of page intentionally left blank; signature page follows.]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
XXX. XXXXXX= ORIGINAL COOKIES, INC., a Delaware corporation
By:/s/Xxxxx X. Xxxxxx
Name:Xxxxx X. Xxxxxx
Title:President/CEO
LASALLE NATIONAL BANK
By:/s/Xxx X. Xxxxx
Name:Xxx X. Xxxxx
Title:Asst. Vice President
