FOURTH AMENDMENT TO LOAN AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AGREEMENT ("Fourth Amendment")
is entered into as of December ___, 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 Second Amendment to Loan Agreement
dated as of September 15, 1998, and the Third Amendment to Loan Agreement dated
as of October 1, 1998 (collectively, 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 Fourth
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 Fourth 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.
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2. Amendments to Loan Agreement and other Loan Documents. As of the
date of this Fourth Amendment, the Loan Agreement and the other Loan Documents
are hereby amended in the following manner:
2.1 Amendment to Add New Defined Term. Section 1.1 of the Loan
Agreement is amended by adding the following new definition in appropriate
alphabetical order:
"Fourth Amendment" shall mean the Fourth Amendment to
Loan Agreement dated as of December __, 1998, amending this
Agreement.
2.2 Amendment to Increase Maximum Credit Line. The definition
of "Maximum Credit Line" in Section 1.1 is amended by substituting the phrase
"$50,000,000" for the amount "$35,000,000" therein. The same substitution shall
be deemed made by this Fourth Amendment with respect to all other references in
the Loan Agreement or the other Loan Documents to the maximum amount of the
credit facility under the Loan Agreement or the principal amount of the
Revolving Credit Note.
3. Amendment Fee. In consideration of Lender's agreement to enter into
this Fourth Amendment, Borrower agrees to pay to Lender a fully earned and
non-refundable fee in the amount of $200,000 (the "Amendment Fee"). The
Amendment Fee shall be due and payable by Borrower to Lender as follows:
(a) $100,000 shall be due and payable on the date that this
Fourth Amendment becomes effective pursuant to Section 4 of this Fourth
Amendment;
(b) $50,000 shall be due and payable on the earlier of (i) August
27, 1999, and (ii) the Termination Date; and
(c) $50,000 shall be due and payable on the earlier of (i) August
27, 2000, and (ii) the Termination Date.
If not paid as and when due, such payments of the Amendment Fee may be charged
by Lender to Borrower's account as Revolving Loans.
4. Conditions to Effectiveness. The amendments set forth in Section 2
of this Fourth Amendment are subject to satisfaction of each of the following
conditions:
(a) receipt by Lender of a copy of this Fourth Amendment, duly
executed by Borrower, Parent, and Lender;
(b) receipt by Lender of an amended and restated version of the
Revolving Credit Note, in the form attached as Exhibit A to this Fourth
Amendment, duly executed by Borrower;
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(c) receipt by Lender of such officer's certificates, board of
directors' resolutions, or other evidence satisfactory to Lender of each of
Borrower's and Parent's corporate authority and legal ability to execute,
deliver and perform this Fourth Amendment and to consummate the transaction
contemplated hereunder;
(d) payment by Borrower of that portion of the Amendment Fee
payable on the effective date of this Fourth Amendment; and
(e) the absence of any Defaults or Events of Default.
5. Entire Agreement. This Fourth 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 Fourth 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.
6. 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.
7. Miscellaneous.
7.1 Counterparts. This Fourth 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.
7.2 Headings. Section headings used herein are for convenience
of reference only, are not part of this Fourth Amendment, and are not to be
taken into consideration in interpreting this Fourth Amendment.
7.3 Recitals. The recitals set forth at the beginning of this
Fourth Amendment are true and correct, and such recitals are incorporated into
and are a part of this Fourth Amendment.
7.4 Governing Law. This Fourth Amendment shall be governed by,
and construed and enforced in accordance with, the laws of the State of Illinois
applicable to contracts made and performed in such state, without regard to the
principles thereof regarding conflict of laws.
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7.5 No Novation. Except as specifically set forth in paragraph
2 of this Fourth Amendment, the execution, delivery and effectiveness of this
Fourth 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.
7.6 Conflict of Terms. In the event of any inconsistency
between the provisions of this Fourth Amendment and any provision of the Loan
Agreement, the terms and provisions of this Fourth Amendment shall govern and
control.
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IN WITNESS WHEREOF, this Fourth Amendment has been duly executed
as of the date first written above.
BORROWER:
BUSINESS LOAN CENTER, INC.,
a Delaware corporation
By:______________________________
Xxxxxxxx Xxxxxx
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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