EXHIBIT 10.5
THIS FOURTH AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT dated as
of June 1, 1998 (this "Amendment"), is between ▇▇▇▇▇▇ CAPITAL GROUP, INC., a
Delaware corporation (the "Borrower"), and LASALLE NATIONAL BANK, a national
banking association (the "Bank").
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank entered into a Loan Agreement dated
as February 12, 1997, as amended by a First Amendment dated February 27, 1997, a
Second Amendment dated November 1, 1997, a Third Amendment dated May 1, 1998 and
a Fourth Amendment dated June 1, 1998 (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 used 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 "Revolving Credit
Maturity Date" set forth in Section 1.1 of the Agreement is hereby amended by
deleting therefrom the date "June 1, 1998" and substituting therefor the date
"August 1, 1998".
2.2 Replacement of Exhibit 3.1. Exhibit 3.1 attached to and made a
part of the Agreement is hereby deleted in its entirety and Exhibit 3.1 attached
hereto is hereby substituted therefor.
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; and
(c) 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 NATIONAL BANK ▇▇▇▇▇▇ CAPITAL GROUP, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇. ▇. Alstrn
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Its: Vice President Its: CFO
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SUBSTITUTE REVOLVING NOTE
$7,000,000 Dated as of June 1,1998
Due: August 1, 1998
FOR VALUE RECEIVED, ▇▇▇▇▇▇ CAPITAL GROUP, INC., a Delaware corporation (the
"Maker") promises to pay to the order of LASALLE NATIONAL BANK, a national
banking association (the "Bank") the lesser of the principal sum of SEVEN
MILLION DOLLARS ($7,000,000) 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 date 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 August 1, 1998.
Principal and interest shall be paid to the Bank at its Office at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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, protests and notice of non-payment are hereby waived
by the Maker.
This Note is a replacement and substitute for, but not a repayment of, that
certain $7,000,000 Substitute Revolving Note dated as of May 1, 1998 of the
Maker payable to the order of the Bank and does not and shall not be deemed to
constitute a novation therefor.
▇▇▇▇▇▇ CAPITAL GROUP, INC.
By: /s/ ▇.▇. Alstrn
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Its: CFO
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