SECOND AMENDMENT TO
AMENDED AND RESTATED
LOAN AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT,
dated as of May 14, 1997, amends the Amended and Restated Loan Agreement
dated as of June 28, 1996, as amended to date (as so amended, the "Loan
Agreement"), by and between FIRSTAR BANK MILWAUKEE, N.A. ("Bank") and
BANDO XxXXXXXXXX SMALL BUSINESS LENDING CORPORATION formerly known as
Bando XxXxxxxxxx Small Business Investment Corporation ("Borrower").
RECITAL
Bank and Borrower desire to amend the Loan Agreement as provided
below.
AGREEMENTS
In consideration of the Recital and the agreements contained
herein and in the Loan Agreement, Bank and Borrower agree as follows:
1. Definitions and References. Capitalized terms used herein
shall have the meanings set forth in the Loan Agreement. All references
to the Loan Agreement contained in the Note or Loan Documents shall mean
the Loan Agreement as amended by this Second Amendment.
2. Amendments. The Loan Agreement is amended as follows:
(a) The first paragraph of Section 2 thereof is amended by
deleting the date "$12,500,000" contained therein and substituting the
date "$15,000,000" in its place.
(b) Bank and Borrower agree that any provisions of the
Loan Agreement requiring Borrower to maintain its status as a "small
business investment corporation" or to comply with regulations of the
Small Business Administration relating thereto shall no longer be in
effect.
(c) Exhibit A attached hereto shall be deemed to be an
exhibit to the Loan Agreement and shall replace its predecessor attached
thereto.
3. Effectiveness of this Amendment. This Second Amendment
shall become effective upon execution and delivery hereof by Borrower and
Bank and satisfaction of the following conditions:
(a) Revolving Note. Bank shall have received a Revolving
Note in the form of Exhibit A attached hereto, duly executed by Borrower
(the "Note").
(b) Closing Certificate. Bank shall have received copies,
certified by the Secretary or Assistant Secretary of Borrower to be true
and correct and in full force and effect on the date of this Second
Amendment of (i) resolutions of the Board of Directors of Borrower
authorizing the execution and delivery of this Second Amendment and the
Note; (ii) the Articles of Incorporation and By-Laws of Borrower; and
(iii) a statement containing the names and titles of the officer or
officers of Borrower authorized to sign this Second Amendment and the
Note, together with true signatures of such officers.
(c) Amendment to Intercreditor Agreement. Bank shall have
entered into an amendment to the Intercreditor Agreement, in form and
content satisfactory to Bank, with First Bank (N.A.), LaSalle National
Bank, Borrower and Firstar Trust Company, pursuant to which Exhibit A to
the Intercreditor Agreement is amended to reflect Bank's increased credit
facility with Borrower.
4. Representations and Warranties. Borrower represents and
warrants to Bank that:
(a) The execution and delivery of this Second Amendment
and the Note are within its corporate power, have been duly authorized by
all proper corporate action on the part of Borrower, are not in violation
of any existing law, rule or regulation of any governmental agency or
authority, and order or decision of any Court, the Articles of
Incorporation or By-Laws of Borrower or the terms of any agreement,
restriction of undertaking to which Borrower is a party or by which it is
bound, and do not require the approval or consent of the shareholders of
Borrower, any governmental body, agency or authority or any other person
or entity.
(b) The representations and warranties contained in the
Loan Agreement are correct and complete as of the date of this Second
Amendment and no condition or event exists 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 Loan Agreement.
5. Expenses and Fees. Borrower shall reimburse Bank for all
out-of-pocket expenses incurred by Bank and all reasonable legal fees and
expenses incurred by Bank in connection with the preparation, negotiation,
execution and administration of this Second Amendment. Bank may debit any
account of Borrower maintained at Bank for the full amount of all such
fees and expenses.
6. Full Force and Effect. Except as amended hereby, the Loan
Agreement shall remain in full force and effect.
7. Counterparts. This Second 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 Second Amendment by
signing any such counterpart.
FIRSTAR BANK MILWAUKEE, N.A.
BY /s/ Xxx X. Xxxxx
Xxx X. Xxxxx, Vice President
BANDO XxXXXXXXXX SMALL BUSINESS LENDING
CORPORATION (formerly known as Bando
XxXxxxxxxx Small Business Investment
Corporation)
BY /s/
Its Chairman
BY /s/
Its____________________________
