FIRST AMENDMENT TO
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AMENDED AND RESTATED SENIOR SECUREDLOAN AND SECURITY
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AGREEMENT
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THIS FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED LOAN AND
SECURITY AGREEMENT (the "Amendment") is made as of September 25, 2001 between
Landmark Communications, Inc. (hereinafter, "Lender"), a corporation organized
and existing under the laws of the Commonwealth of Virginia having an office at
000 X. Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, and CoolSavings, Inc.
(hereinafter, "Borrower"), a Delaware corporation with its principal executive
offices at 000 X. Xxxxxxxx Xxx., 00/xx/ Xxxxx, Xxxxxxx, Xxxxxxxx 00000, that is
the successor in interest to xxxxxxxxxxx.xxx inc., a Michigan corporation
("Predecessor"), in consideration of the mutual covenants contained herein and
benefits to be derived herefrom. All capitalized terms shall have the meaning
ascribed to them in the Amended and Restated Senior Secured Loan and Security
Agreement dated July 30, 2001 (the "Loan and Security Agreement").
W I T N E S S E T H:
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WHEREAS, Predecessor entered into the Loan and Security Agreement
pursuant to which Borrower, among other things, agreed to repay on demand any
Advances (as defined in the Loan and Security Agreement) that Lender in its sole
discretion agreed to make under the Grid Note (as defined in the Loan and
Security Agreement), provided such Advances were not to exceed in the aggregate
$5,000,000 (the "Maximum Principal Amount"); and
WHEREAS, the parties hereto desire to amend Section 1.1(b) of the Loan
and Security Agreement principally to increase the amount of the Maximum
Principal Amount.
NOW THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment.
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Section 1.1(b) of the Loan and Security Agreement is hereby amended
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and restated in its entirety as follows:
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1.1(b) For value received Borrower unconditionally promises to
pay to the order of Lender ON DEMAND, without offset, the unpaid
principal amount of any and all sums advanced to the Borrower, at the
Lender's sole discretion, from time to time (an "Advance") and
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outstanding under that certain Commercial Demand Grid Note attached
hereto as Exhibit C, as the same may be amended, restated,
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supplemented or otherwise modified from time to time (the "Grid
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Note"), together with interest on each and all such Advances from the
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date of any such Advance which shall accrue and compound thereon at
the interest rates set forth below (the Initial Loan together with any
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and all Advances, the "Loan"). Notwithstanding the foregoing, the
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aggregate amount of any Advances under the Grid Note shall at no time
exceed Twenty Million Dollars ($20,000,000). Lender shall not be
obligated to make any Advance to Borrower at any time and should
Lender, in its sole discretion, make an Advance, the decision to
evidence Borrower's repayment obligation with respect thereto under
the Grid Note shall also be at Lender's sole discretion. The Grid Note
shall be a demand obligation which shall be payable by the Borrower at
Lender's demand at any time and from time to time. For purposes of
this Agreement, "Advance" shall be deemed to include any reimbursement
obligation of Borrower to Lender that Lender records as an advance
under the Grid Note.
SECTION 2. Survival. Except as expressly amended hereby, the Loan and
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Security Agreement and all other provisions contained therein except those
specifically amended hereby shall continue in full force and effect in
accordance with the provisions thereof and the Loan and Security Agreement is in
all respects hereby ratified, confirmed and preserved. This Amendment and all
its provisions shall be deemed a part of the Loan and Security Agreement in the
manner and to the extent herein provided.
SECTION 3. Successors and Assigns. This Amendment shall be binding
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upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
SECTION 4. Governing Law. This Amendment shall be governed by Illinois
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law without reference to its choice of law doctrine.
SECTION 5. Counterparts. This Amendment may be executed in any number
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of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Amendment by signing
any such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first written above.
Borrower:
CoolSavings, Inc.
By: /s/ Xxxxxxx Xxxx
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Print Name: Xxxxxxx Xxxx
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Title: Chief Executive Officer
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Lender:
Landmark Communications, Inc.
By: /s/ Xxx X. Xxxxxxxx. III
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Print Name: Xxx X. Xxxxxxxx. III
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Title: Executive Vice President
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