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EXHIBIT 10.153
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment"),
dated as of March 16, 2000, is entered into by and between LASALLE BANK
NATIONAL ASSOCIATION, a national banking association ("Lender"), successor by
merger to LaSalle National Bank, a national banking association ("Old LaSalle")
and INSURANCE AUTO AUCTIONS, INC., an Illinois corporation ("Borrower"),
successor by merger to Insurance Auto Auctions, Inc., a California corporation
("Old Borrower").
WHEREAS, Old LaSalle and Lender have previously made available to Borrower
and Old Borrower a credit facility pursuant to the terms and conditions of that
certain Revolving Credit Agreement, dated as of April 4, 1997, by and between
Old LaSalle and Old Borrower, as amended by an Amendment To Revolving Credit
Agreement dated as of December 1, 1997, and the Second Amendment to Revolving
Credit Agreement dated as of April 6, 1998, which, together with all exhibits
and schedules thereto and amendments and modifications thereof made in
accordance with the terms thereof, if any, is hereinafter referred to as the
"Loan Agreement"; and
WHEREAS, pursuant to the Loan Agreement, Old LaSalle and Lender have
extended certain loans and credit extensions to Old Borrower and Borrower; and
WHEREAS, Borrower has requested that Lender amend the Loan Agreement
extend the Revolving Commitment Termination Date; and
WHEREAS, Lender is willing to amend the Loan Agreement but only on the
terms and conditions set forth in this Amendment; and
WHEREAS, capitalized terms used but not defined herein have the meanings
assigned to such terms in the Loan Agreement.
NOW, THEREFORE, in consideration of the premises, to induce Lender to
enter into this Amendment, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is hereby agreed
by each party hereto as follows:
Section 1. Amendment of the Loan Agreement. It is hereby agreed and
understood that, subject to the complete fulfillment and performance of the
conditions precedent set forth in Section 4 of this Amendment, the Loan
Agreement is hereby amended to extend the Revolving Commitment Termination
Date from April 1, 2000, to April 1, 2001. Without limitation of the
generality of the foregoing, the date "April 1, 2000" in the defined term
"Revolving Commitment Termination Date" contained in Section 1.01 of the Loan
Agreement is hereby replaced with the date "April 1, 2001".
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Section 2. Merger of Old LaSalle into Lender. Borrower acknowledges that
Old LaSalle was merged into Lender effective as of May 1, 1999, and that by
virtue of such merger, Lender is the successor by merger to all of the rights
and obligations of Old LaSalle under the Loan Agreement and the other Loan
Documents.
Section 3. Merger of Old Borrower into Borrower. Lender and Borrower
acknowledge that Old Borrower was merged into Borrower effective as of August
20, 1997, and that by virtue of such merger, Borrower is the successor by
merger to all of the rights and obligations of Old Borrower under the Loan
Agreement and the other Loan Documents.
Section 4. Conditions Precedent. The effectiveness of this Amendment and
the obligations of Lender hereunder are subject to the satisfaction, or waiver
by Lender, of the following conditions precedent on or before the date hereof
in addition to the conditions precedent specified in Section 3.02 of the Loan
Agreement:
A. Borrower shall have paid and/or reimbursed all fees, costs and expenses
relating to this Amendment and owed to Lender pursuant to the Loan Agreement,
if so requested by Lender; and
B. Borrower shall have delivered, or caused to be delivered, original
fully completed, dated and executed originals of this Amendment to Lender.
C. The following statements shall be true and correct and Borrower, by
executing and delivering this Amendment to Lender, hereby certifies that the
following statements are true and correct as of the date hereof:
i. Other than as expressly contemplated by this Amendment,
since the date of the most recent financial statements furnished by
Borrower to Lender (which financial statements were true and
correct in all material respects and otherwise conformed to the
requirements set forth in the Loan Agreement for such financial
statements), there shall have been no change which has had or will
have a material adverse effect on the business, operations,
properties, condition (financial or otherwise) or prospects of
Borrower;
ii. The representations and warranties of Borrower set forth
in the Loan Agreement and of Borrower set forth in this Amendment
are true and correct in all material respects on and as of the date
of this Amendment with the same effect as though made on and as of
such date, except to the extent such representations and warranties
expressly relate to an earlier date;
iii. After giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing; and
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iv. No consents, licenses or approvals are required in
connection with the execution, delivery and performance by Borrower
of this Amendment or the validity or enforceability against
Borrower of this Amendment which have not been obtained and
delivered to Lender.
Section 5. Miscellaneous.
A. Except as expressly amended and modified by this Amendment, the Loan
Agreement and the Loan Documents are and shall continue to be in full force and
effect in accordance with the terms thereof.
B. This Amendment may be executed by the parties hereto in counterparts,
and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.
C. This Amendment shall be construed in accordance with and governed by
the internal laws, and not the laws of conflict, of the State of Illinois.
D. The headings contained in this Amendment are for ease of reference only
and shall not be considered in construing this Amendment.
[SIGNATURE PAGE(S) AND EXHIBITS, IF ANY,
FOLLOW THIS PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to
Revolving Credit Agreement to be duly executed as of the date first above
written.
INSURANCE AUTO AUCTIONS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President, Finance & CFO
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LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxxx
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Title: Assistant Vice President
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