EXHIBIT 10.51
ELEVENTH AMENDMENT TO LOAN AGREEMENT
THIS ELEVENTH AMENDMENT TO LOAN AGREEMENT dated as of April 30, 2002 (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").
WITNESSETH:
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, a Eighth Amendment dated as of
September 1, 2000, a Ninth Amendment dated as of September 1, 2001 and a Tenth
Amendment dated as of April 30, 2002 (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 "Interest Period" set
forth in Section 1.1 of the Agreement is hereby deleted and in lieu thereof is
inserted the following;
"Interest Period" means with respect to the LIBOR Loans, the
period used for the computation of interest commencing on the
date the relevant LIBOR Loan is effected by conversion or
continued and concluding on the date three (3) months thereafter,
at Borrower's option, with any subsequent Interest Period
commencing on the last day of the immediately preceding Interest
Period and concluding three (3) months thereafter; provided,
however, that no Interest Period for any LIBOR Loan made under
the Commitment may extend beyond the Revolving Credit Maturity
Date or the Term Loan Maturity Date, as the case may be. Each
Interest Period for a LIBOR Loan which would otherwise end on a
day which is not a Business Day shall end on the next succeeding
Business (unless such next succeeding Business Day is the first
day of a calendar
month, in which case such Interest Period shall end on the next
preceding Business Day).
2.2 Amendment to Section 1.1. The following sentence is added to the
definition of "LIBOR":
Notwithstanding anything to the contrary herein contained, at no
time shall the rate of interest hereunder be less than three and
one-half percent (3.5%) per annum.
2.3 Amendment to Section 1.1. The definition of "Prime Rate" or "Base
Rate" set forth in Section 1.1 of the Agreement is hereby deleted and in lieu
thereof is inserted the following:
"Prime Rate" or "Base Rate" means the greater of (i) three
and one-half percent (3.5%) per annum or (ii) the rate of
interest (expressed as a percentage per annum) most recently
announce or published publicly from time to time by Bank as its
prime or base rate charged by Bank on commercial loans at any one
time. The rate of interest under subsection (i) or (ii) shall
change automatically and immediately as and when the prime or
base rate shall change, without notice to Borrower, and any
notice to which it may be entitled is hereby waived, and any such
change in Bank's prime or base rate shall not affect any of the
terms and conditions of this Agreement, all of which shall remain
in full force and effect.
2.4 The definition of "Revolving Credit Maturity Date" set forth in
Section 1.1 of the Agreement is hereby amended by deleting therefrom the date
"April 30, 2002" and substituting therefor the date "April 30, 2003".
2.5 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 April 30, 2002 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.
2.6 Amendment to Section 1.1. The definition of "Term Loan Maturity
Date" set forth in Section 1.1 of the Agreement is hereby amended by deleting
therefrom the date "April 30, 2002" and substituting therefor the date "April
30, 2003".
2.7 Amendment to Section 1.1. The definition of the term "Term Note"
appearing in Section 1.1 of the Loan Agreement is hereby amended and restated in
its entirety to read as follows:
"Term Note" means that certain Substitute Term Note dated as of
April 30, 2002 in the original aggregate maximum principal amount
of Twenty
Three Million Dollars ($23,000,000), as the same may be amended,
modified or supplemented from time to time, and together with any
renewals thereof or exchanges or substitutes therefor.
2.8 Amendment to Section 3.1. The date set forth in Section 3.1 of
the Agreement is hereby amended by deleting therefrom the date "April 30, 2002"
and substituting therefor the date "April 30, 2003".
2.9 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.
2.10 Replacement of Exhibit 3.2. Exhibit 3.2 attached hereto as made
a part of the Agreement is hereby deleted in its entirety and Exhibit 3.2
attached hereto is hereby substituted therefor.
2.11 Amendment to Section 4.1(a). Section 4.1(a) of the Agreement is
hereby deleted and in lieu thereof is inserted the following:
Borrower hereby promises to pay interest on the unpaid
principal amount of each Revolving Loan that is a Base Rate Loan
at a rate per annum equal to the Base Rate from time to time in
effect for the period commencing on the date of such Loan until
such Base Rate Loan is (A) converted to a LIBOR Loan pursuant to
Paragraph 4.3 hereof, or (B) paid in full. Borrower hereby
promises to pay interest on the unpaid principal amount of the
Term Loan that is a Base Rate Loan at a rate per annum equal to
the Base Rate from time to time in effect for the period
commencing on the date of such Loan until such Base Rate Loan is
(i) converted to a LIBOR Loan pursuant to Paragraph 4.3 hereof or
(ii) paid in full. Accrued interest on the outstanding principal
amount of Loans shall be payable (i) quarterly in arrears on the
last Business Day of each quarter commencing July 31, 2002, in
the case of a Base Rate Loan or a LIBOR Loan, (ii) on the last
day of the Interest Period therefore in the case of a LIBOR Loan,
(iii) upon the conversion of any Loan into a LIBOR Loan (such
amount of accrued interest them coming due to be calculated based
on the principal amount of the Loan so converted) and (iv) upon
the Revolving Credit Termination Date (in the case of the
Revolving Loan) and the Term Loan Maturity Date (in the case of
the Term Loan). After the Revolving Credit Termination Date (in
the case of the Revolving Loan) and the Term Loan Maturity Date
(in the case of the Term Loan) or Conversion Date covered in (ii)
above, as applicable, accrued interest on such Loans shall be
payable on demand.
2.12 New Section 4.1(e). There is hereby added to the Agreement the
following Section 4.1(e):
Notwithstanding anything to the contrary contained in the
Agreement, there shall be only one (1) Interest Period in effect
at any one
time. In the event Borrower desires to borrow additional funds
during which a LIBOR Loan is owing to Bank, Borrower may request
additional LIBOR Loans, but such request shall be at the same
interest rate already in effect for the then existing LIBOR Loan
and any such requested advances shall be paid at the end of the
applicable Interest Period. Additional advances made under the
provision may be for Interest Periods other than three months.
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.
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) Substitute Term Note in the form of Exhibit 3.2 attached
hereto duly executed by the Borrower;
(d) 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/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxxxxxx Xxxxxxx
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Its: Senior Vice President Its: CFO
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SUBSTITUTE REVOLVING NOTE
$12,000,000 Dated as of April 30, 2002
Due: April 30, 2003
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, 2003.
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, 2001 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: /s/ Xxxxxxxxxxx Xxxxxxx
--------------------------
Its: CFO
-------------------------
SUBSTITUTE TERM NOTE
$23,000,000 Chicago, Illinois
April 30, 2002
FOR VALUE RECEIVED, the undersigned, XXXXXX CAPITAL GROUP, INC., a Delaware
corporation (herein, together with its successors and assigns, called the
"Borrower"), promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION,
a national banking association (herein, together with its successors and
assigns, called the "Bank"), the principal sum of TWENTY-THREE MILLION DOLLARS
($23,000,000), plus interest as described below. The entire principal balance
outstanding hereunder, if not sooner paid, shall be due and payable April 30,
2003, pursuant to that certain Loan Agreement dated February 12, 1997 between
the Borrower and the Bank (as the same has been and may hereafter be amended,
modified or supplemented from time to time, called the "Loan Agreement"). No
principal installments are required to be paid prior to April 30, 2003.
The Borrower further promises to pay to the order of the Bank interest on
the aggregate unpaid principal amount hereof from time to tune outstanding from
the date hereof until paid in full at such rates and at such times as shall be
determined in accordance with the provisions of the Loan Agreement. Accrued
interest shall be payable on the dates specified in the Loan Agreement.
Payments of both principal and interest are to be made in the lawful money
of the United States of America in immediately available funds at the Bank's
principal office at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at
such other place as may be designated by the Bank to the Borrower in writing.
This Note is the Substitute Term Note referred to in, evidences
indebtedness incurred under, and is subject to the terms and provisions of, the
Loan Agreement. The Loan Agreement, to which reference is hereby made, sets
forth said terms and provisions, including those under which this Note may or
must be paid prior to its due date or may have its due date accelerated. Terms
used but not otherwise defined herein are used herein as defined in the Loan
Agreement.
In addition to, and not in limitation of, the foregoing and the provisions
of the Loan Agreement hereinabove referred to, the Borrower further agrees,
subject only to any limitation imposed by applicable law, to pay all expenses,
including attorneys' fees and expenses, incurred by the holder of this Note in
seeking to collect any amounts payable hereunder which are not paid when due,
whether by acceleration or otherwise.
All parties hereto, whether as makers, endorsers or otherwise, severally
waive presentment, demand, protest and notice of dishonor in connection with
this Note.
This Note is binding upon the undersigned and its successors and assigns,
and shall inure to the benefit of the Bank and its successors and assigns. This
Note is made under and governed by the laws of the State of Illinois without
regard to conflict of laws principles.
This Note, in part, is a replacement and substitute for, but not a
repayment of, that certain $23,000,000 Substitute Term Note dated as of February
12, 2002 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., a Delaware
corporation
By: /s/ Xxxxxxxxxxx Xxxxxxx
-------------------------------
Title: CFO
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Borrower's Address:
000 Xxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
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