SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT ("Second Amendment")
is entered into as of September ___, 1998, by and between BUSINESS LOAN CENTER,
INC., a Delaware corporation ("Borrower"), BLC FINANCIAL SERVICES, INC., a
Delaware corporation, and TRANSAMERICA BUSINESS CREDIT CORPORATION, a Delaware
corporation ("Lender"), with reference to the following facts:
RECITALS
A. Pursuant to the Loan Agreement dated as of March 25, 1998 executed
by Borrower, Parent and Lender, as amended by the First Amendment to Loan
Agreement dated as of June 24, 1998 (the "Loan Agreement"), Lender agreed to
make certain financial accommodations to or for the benefit of Borrower upon the
terms and conditions set forth therein. Unless otherwise noted in this Second
Amendment, (i) capitalized terms used herein shall have the meanings attributed
to them in the Loan Agreement, (ii) references to Sections shall refer to
Sections of the Loan Agreement or Schedules thereto, as applicable, and (iii)
references to Schedules shall refer to Schedules to the Loan Agreement.
B. Borrower has requested, and Lender has agreed, to amend certain
provisions of the Loan Agreement, all on the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the continued performance
by Borrower of its promises and obligations under the Loan Agreement and the
other Loan Documents, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Borrower and Lender hereby
agree as follows:
A G R E E M E N T
1. Incorporation of Loan Agreement and Other Loan Documents. Except as
expressly modified under this Second Amendment, all of the terms and conditions
set forth in the Loan Agreement and the other Loan Documents are incorporated
herein by this reference, and Borrower hereby acknowledges, confirms, and
ratifies its obligations under the Loan Agreement and the other Loan Documents.
2. Amendment to Section 6.4 of the Loan Agreement. Section 6.4 of the
Loan Agreement is hereby amended by deleting the existing text thereof in its
entirety and substituting therefor the following amended and restated version
thereof:
6.4 Capital Expenses. On a consolidated basis, make
capital expenditures (including capitalized leases) during any
fiscal year of Parent which, in the aggregate, exceed
$550,000.
3. Conditions to Effectiveness. This Second Amendment shall become
effective upon receipt by Lender of a copy hereof duly executed by each of
Borrower, Parent, and Lender.
4. Entire Agreement. This Second Amendment, together with the Loan
Agreement and the other Loan Documents, is the entire agreement between the
parties hereto with respect to the subject matter hereof. This Second Amendment
supersedes all prior and contemporaneous oral and written agreements and
discussions with respect to the subject matter hereof. Except as otherwise
expressly modified herein, the Loan Documents shall remain in full force and
effect.
5. Representations and Warranties. Borrower hereby confirms that the
representations and warranties contained in the Loan Agreement were true and
correct in all material respects when made and, except to the extent (a) that a
particular representation or warranty by its terms expressly applies only to an
earlier date, or (b) Borrower has previously advised Lender in writing as
contemplated under the Loan Agreement, are true and correct in all material
respects as of the date hereof. The Loan Agreement shall continue in full force
and effect in accordance with the provisions thereof on the date hereof.
6. Miscellaneous.
6.1 Counterparts. This Second Amendment may be executed in
identical counterpart copies, each of which shall be an original, but all of
which shall constitute one and the same agreement.
6.2 Headings. Section headings used herein are for convenience
of reference only, are not part of this Second Amendment, and are not to be
taken into consideration in interpreting this Second Amendment.
6.3 Recitals. The recitals set forth at the beginning of this
Second Amendment are true and correct, and such recitals are incorporated into
and are a part of this Second Amendment.
6.4 Governing Law. This Second Amendment shall be governed by,
and construed and enforced in accordance with, the laws of the State of Illinois
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applicable to contracts made and performed in such state, without regard to the
principles thereof regarding conflict of laws.
6.5 No Novation. Except as specifically set forth in paragraph
2 of this Second Amendment, the execution, delivery and effectiveness of this
Second Amendment shall not (a) limit, impair, constitute a waiver of or
otherwise affect any right, power or remedy by Lender under the Loan Agreement
or any other Loan Document, (b) constitute a waiver of any provision in the Loan
Agreement or in any of the other Loan Documents, or (c) alter, modify, amend or
in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Loan Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.
6.6 Conflict of Terms. In the event of any inconsistency
between the provisions of this Second Amendment and any provision of the Loan
Agreement, the terms and provisions of this Second Amendment shall govern and
control.
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IN WITNESS WHEREOF, this Second Amendment has been duly
executed as of the date first written above.
BORROWER:
BUSINESS LOAN CENTER, INC.,
a Delaware corporation
By: ______________________________
Xxxxxxxx Xxxxxxxxx
Chief Financial Officer
PARENT:
BLC FINANCIAL SERVICES, INC.,
a Delaware corporation
By: ______________________________
Xxxxxx X. Xxxxxxxxxxxx
President
LENDER:
TRANSAMERICA BUSINESS CREDIT CORPORATION,
a Delaware corporation
By: ______________________________
Xxxxxxx X. Xxxxxx
Senior Account Executive
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