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FIRST AMENDMENT TO LINE OF CREDIT,
SECURITY AND PLEDGE AGREEMENT
This First Amendment to Line of Credit, Security and Pledge Agreement
("Amendment") dated as of March 19, 1997 is entered into by ALLIED CAPITAL
CREDIT CORPORATION ("Allied Credit"), ALLIED CAPITAL LENDING CORPORATION
("Allied") and ▇▇▇▇▇ BANK N.A. (the "Lender").
WHEREAS, Allied Credit and the Lender entered into that certain Line
of Credit, Security and Pledge Agreement dated January 1, 1997 (the
"Agreement"); and
WHEREAS, Allied Credit and Allied have requested that Lender release
Allied as Guarantor in exchange for Allied becoming a co-borrower under the
Agreement, and modify certain financial covenants of Allied Credit and Allied
accordingly under the Agreement; and
WHEREAS, the parties wish to amend the Agreement as provided herein to
evidence the foregoing;
WHEREAS, capitalized terms not otherwise defined herein shall be used
herein as defined in the Agreement.
NOW THEREFORE, the Lender, Allied Credit and Allied agree as follows:
1. The Agreement is hereby amended by deleting the definition of
"Guarantor" and all references to Guarantor. Lender hereby releases Allied
from its Unconditional Guaranty dated January 1, 1997 relating to the Loan.
2. Allied hereby agrees to assume and become liable for all of the
obligations of Borrower under the Agreement, and the term "Borrower" under the
Agreement shall hereafter mean and refer to Allied Credit and Allied,
individually or collectively as the context may require, and where used
collectively, the obligations of Allied Credit and Allied shall be joint and
several.
3. The Agreement is hereby amended by deleting Section 8.01 in its
entirety and substituting the following in its place:
SECTION 8.01. MAXIMUM LEVERAGE RATIOS. Allied will maintain
at all times a ratio of its Consolidated Total Liabilities to its
Consolidated Shareholders' Equity of not greater than 1.75 to 1.
Allied Credit will maintain at all times a ratio of its Total
Liabilities to its Shareholders' Equity of not greater than 1 to 1.
4. The Agreement is hereby amended by deleting Section 8.02 in its
entirety and substituting the following in its place:
SECTION 8.02. CONSOLIDATED MINIMUM INTEREST COVERAGE RATIO.
Allied will maintain at all times a ratio of its Consolidated Adjusted
EBITDA to its Consolidated Total Interest Expense of not less than 1.5
to 1 for the previous four quarters as of the end of each calendar
quarter.
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5. The Agreement is hereby amended by deleting Section 8.03 in its
entirety and substituting the following in its place:
SECTION 8.03. CONSOLIDATED PRO FORMA DEBT SERVICE RATIO.
Allied will maintain at all times a ratio of its Consolidated Adjusted
EBITDA for the previous four quarters to its Consolidated Pro Forma
Debt Service of not less than 1.25 to 1 as of the end of each calendar
quarter.
6. Borrower hereby reaffirms the Agreement as amended hereby and
agrees that in all respects except as explicitly modified by the terms of this
Amendment that the Agreement shall remain in full force and effect.
7. In consideration of the Amendment contained herein, Borrower
represents, warrants and agrees that (i) there are no claims, defenses or
set-offs with respect to the Agreement, any Loan or any Note, or with respect
to the indebtedness evidenced or secured thereby or with respect to the
collection or enforcement of any of them or with respect to the collateral,
(and to the extent any claim, set-off or defense exists they are each hereby
waived and relinquished in their entirety), (ii) no Event of Default, as
defined in the Agreement, the Note or any other Loan Document, and no event
which with the lapse of time or the giving of notice or both would constitute
such an Event of Default, has occurred; (iii) Lender has made no
representations or commitments, oral or written, or undertaken any obligations
other than as expressly set forth in the Agreement, the Loan Documents and this
Amendment, (iv) except as otherwise previously disclosed in writing to the
Lender, each of the representations and warranties contained in the Agreement
are true and correct as of the date hereof and shall be deemed to be restated
and remade as of the date of this Amendment as if set out herein in their
entirety; and (v) the making, delivery and performance by the Borrower of this
Amendment and all instruments, documents and notes executed contemporaneously
herewith, have been duly authorized by all necessary corporate action, and
constitute the valid and binding obligations of the Borrower enforceable in
accordance with their terms.
8. All capitalized terms not otherwise defined in this Amendment
shall have the meanings ascribed thereto in the Agreement. Each and every of
the terms and provisions of this Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
successors, personal representatives and assigns.
BORROWER EXPRESSLY REPRESENTS AND WARRANTS TO HOLDER THAT IT (A) HAS
READ EACH AND EVERY PROVISION OF THIS INSTRUMENT; (B) HAS BEEN GIVEN THE
OPPORTUNITY TO HAVE THIS INSTRUMENT REVIEWED BY COMPETENT LEGAL COUNSEL OF ITS
OWN CHOOSING; AND (C) UNDERSTANDS, AGREES TO AND ACCEPTS THE PROVISIONS HEREOF.
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IN WITNESS WHEREOF, the Borrower and the Lender have executed this
Amendment as of the date first above written.
ALLIED CAPITAL CREDIT CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
ALLIED CAPITAL LENDING CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
▇▇▇▇▇ BANK N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
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