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FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment to Loan Agreement (the
"Amendment") is dated as of the 5th day of March, 1997, by
and among Magna Group, Inc. ("Borrower"), LaSalle National
Bank ("LaSalle"), Mellon Bank, N.A. ("Mellon") and ▇▇▇▇▇▇
Trust and Savings Bank ("▇▇▇▇▇▇") (LaSalle, Mellon and ▇▇▇▇▇▇
are hereinafter referred to individually as "Lender" and
collectively as "Lenders" and LaSalle in a separate capacity
as Agent for Lenders under the "Loan Agreement" (as
hereinafter defined) is hereinafter referred to as "Agent").
R E C I T A L S
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A. Borrower and LaSalle are parties to a Loan
Agreement dated as of December 30, 1996 (including all exhibits and
riders thereto and as supplemented and amended prior hereto or
hereafter, referred to herein as the "Loan Agreement").
B. Borrower desires to amend the Loan Agreement
to provide for the addition of ▇▇▇▇▇▇ and Mellon as Lenders
thereunder and to provide for certain other modifications in the
terms thereof.
C. Agent and Lenders are amenable to such
modifications on the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements of the parties contained herein and
for other good and valuable consideration, the receipt of
which is hereby acknowledged, Borrower, Agent and Lenders
agree as follows:
SECTION 1. RECITALS. The Recitals to this
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Amendment are hereby incorporated herein in their entirety by
this reference thereto and deemed to be a part hereof.
SECTION 2. AMENDMENTS TO LOAN AGREEMENT. Subject
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to the terms of this Amendment, the Loan Agreement is hereby
amended as follows:
2.1 The definition of "Bank Subsidiary" as set
forth in Section 1.1 of the Loan Agreement, is hereby amended to
insert a close parenthesis after the words "from time to time"
appearing in the second line thereof.
2.2 The definition of "Interest Period" appearing
in Section 1.1 of the Loan Agreement is hereby amended by deleting
the word "and" where it appears prior to subsection "(iv)" in line
fourteen thereof and inserting the following at the end of
subsection "(iv)" thereof:
", and (v) no Interest Period may be selected if
after giving effect thereto Borrower will be unable
to make a principal payment scheduled to be
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made during such Interest Period without paying part
of a Eurodollar Loan on a date other than the last
day of an Interest Period applicable thereto."
2.3 The definition of "Libor Rate" appearing in
Section 1.1 of the Loan Agreement is hereby amended by deleting the
word "Bank" following the word "InterBank" in the fourth line
thereof and inserting in substitution therefor the word "Market".
2.4 The definition of "Majority Lenders" appearing
in Section 1.1 of the Loan Agreement is hereby amended by deleting
the word "Obligations" where it appears therein and inserting in
substitution therefor, the word "Loans".
2.5 The definition of "Obligations" in Section 1.1
of the Loan Agreement is hereby amended in its entirety to read as
follows:
"Obligations" shall mean all loans, advances,
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overdrafts, debts, liabilities (including without
limitation any and all amounts charged to
Borrower's account pursuant to any provision of
this Agreement authorizing Agent to charge
Borrower's Loan Account), obligations, covenants,
lease payments, guaranties, and duties owing by
Borrower to Agent or Lenders of any kind or
description arising out of or related to the Loans,
this Agreement or any other Loan Document, whether
direct or indirect, absolute or contingent, due or
to become due, now existing or hereafter arising,
and further including without limitation all
interest, all Out-Of-Pocket Fees and Costs which
Borrower is required to pay, or reimburse pursuant
to this Agreement or any other Loan Document, by
law or otherwise."
2.6 Section 1.1 of the Loan Agreement is hereby
amended to add the following new defined term in its proper
alphabetical sequence:
"Maximum Revolving Loan Facility" shall mean
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$100,000,000.
2.7 Section 1.2 of the Loan Agreement is hereby
amended by deleting the word "and" after the word "Borrower"
appearing on line ten thereof, inserting a comma in
substitution therefor, and inserting the following after the
word "Agent" in line ten thereof:
"and the Majority Lenders".
2.8 Sections 2.1 and 2.2 of the Loan Agreement are
hereby amended in their entirety to read as follows:
"2.1 Revolving Credit Facility. Subject to the
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terms and provisions of this Agreement including
without limitation, that no Event of Default or
Potential Default has occurred and all other
conditions precedent to
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lending under Section 4 hereof have been satisfied,
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upon the request of Borrower, made at any time and
from time to time prior to December 30, 1999 (the
"Revolving Loan Termination Date"), each of the
Lenders severally and not jointly agrees to make
loans and advances (hereinafter individually referred
to as a "Revolving Loan" and collectively as
"Revolving Loans") to Borrower from time to time in
the amount of each Lender's Revolving Loan Commitment
Percentage of the Revolving Loans requested by
Borrower so long as the aggregate amount of the
Revolving Loans outstanding at any time does not
exceed the sum of the Maximum Revolving Loan
Facility, less the amount of all Revolving Loans
from time to time converted to Term Loans as
provided in Section 2.2 below, and in the case of
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each Lender, up to but not exceeding each Lender's
Revolving Loan Commitment, less the amount of its
Pro Rata Share of Revolving Loans converted to Term
Loans.
The Revolving Loans shall be evidenced by, and
repayable in accordance with, the Revolving Loan
Notes substantially in the form of Exhibit 2.1 to
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this Agreement ("Revolving Loan Notes").
2.2 Term Loan. Subject to the terms and
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provisions of this Agreement, at any time prior to
the Revolving Loan Termination Date and upon
fulfillment of all the conditions precedent to any
Loans under Section 4 hereof, Borrower may elect by
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notice in writing to Agent and Lenders, to convert
all, or a portion of the outstanding principal
balance of the Revolving Loans to term loans for a
term commencing on the Conversion Date and ending
not later than December 30, 2002, and each of the
Lenders, severally and not jointly, agree to make a
term loan to Borrower in the amount of its Term
Loan Commitment Percentage of the outstanding
principal balance of the Revolving Loans being
converted, but in no event more than its Term Loan
Commitment (each a "Term Loan" and collectively the
"Term Loans"). At no time shall the aggregate sum
of all Revolving and Term Loans outstanding exceed
the Maximum Facility and the aggregate sum of all
Revolving Loans converted to Term Loans shall not
exceed $100,000,000. The portion of the Revolving
Loans designated for conversion in Borrower's
notice to Agent and Lenders shall convert into the
Term Loans upon the fifth (5th) Business Day
following the date of notice to convert from
Borrower to Agent and Lenders ("Conversion Date"),
which notice shall specify the term elected by
Borrower. The Term Loans shall be evidenced by,
and repayable in accordance with, the Term Loan
Notes substantially in the form of Exhibit 2.2
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("Term Loan Notes") providing for repayment of the
outstanding principal balance thereof in equal
quarterly installments based upon the term elected
by Borrower, with a final payment of all
outstanding principal and interest on the
expiration of the term selected by Borrower, but in
no event later than December 30, 2002 ("Term Loan
Termination Date"). Borrower shall execute and
deliver a Term Loan Note to each Lender for its
Term Loan, dated as of the Conversion Date,
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prior to the Conversion Date. Each designation by
Borrower of a portion of the Revolving Loans to be
converted shall be apportioned pro rata among the
outstanding Revolving Loans of all Lenders.
2.9 Section 2.3(a) of the Loan Agreement is hereby
amended by inserting the word "or" after the word "made" on
line 12 thereof.
2.10 Section 2.5 of the Loan Agreement is hereby
amended by deleting the reference to Section 2.12 appearing
on the second line thereof and inserting in substitution
therefor a reference to "Section 2.9".
2.11 Section 2.6 of the Loan Agreement is hereby
amended by deleting the reference to the "Default Rate for
such period" appearing on lines 13 and 14 thereof and
inserting in substitution therefor the following:
"effective rate charged to the Agent for overnight
federal funds transactions with member banks of the
federal reserve system for each day as determined
by Agent (or in the case of a day which is not a
Business Day, then the preceding day)"
2.12 Section 2.6 of the Loan Agreement is further
amended to delete the words "as aforesaid" appearing in line
16 thereof and inserting in substitution therefor the words
"Default Rate".
2.13 Section 2.8(a) of the Loan Agreement is hereby
amended by placing a period after the percentage figure
".90%" appearing on the fifth line of the second full
paragraph thereof.
2.14 Section 2.10 of the Loan Agreement is hereby
amended by inserting the words "and Lenders" after the word
"Agent" where it appears in the fifth line thereof, and by
inserting the words "and Lenders'" after the word "Agent's"
where it appears in the sixth line thereof.
2.15 Section 2.12 of the Loan Agreement is hereby
amended by deleting the words "Lenders" and "Lender" wherever
they appear therein and inserting in substitution therefor
the words "any Lender".
2.16 Section 2.13(a) and (b) of the Loan Agreement
are hereby amended by changing the first letter of the first
word of each section from uppercase to lowercase and
inserting the following words at the beginning of each
subsection:
"Provided no Event of Default has occurred,"
2.17 Section 2.15(a) of the Loan Agreement is
hereby amended by inserting the words "and Lenders" after the
word "Borrower" on the eleventh line thereof.
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2.18 Section 2.16(a) and (b) of the Loan Agreement
are hereby amended in their entirety to read as follows:
"(a) The Agent or any Lender advises the Borrower
and Lenders that deposits in United States
Dollars (in the applicable amounts) are not
being offered to it in the off-shore U.S.
Dollar interbank market for such Interest
Period, or
(b) any Lender advises the Agent that the Libor
Rate as determined by the Agent will not
adequately and fairly reflect the cost to such
Lender of funding its Eurodollar Loans for
such Interest Period,
then the Agent shall forthwith give notice thereof
to the Borrower and the Lenders, whereupon until
the Agent notifies the Borrower that the
circumstances giving rise to such suspension no
longer exist, the obligations of the Lenders to
make Eurodollar Loans shall be suspended without
liability to Agent or Lenders."
2.19 Section 5.11 of the Loan Agreement is hereby
amended by adding the words "and its Subsidiaries on a
consolidated basis" after the word "Borrower" where it
appears in the last line thereof.
2.20 The first sentence of Section 6 of the Loan
Agreement is hereby amended in its entirety to read as
follows:
"Borrower will not nor will it permit any of its
Subsidiaries to, without Agent's and Lenders' prior
written consent:".
2.21 Section 6.1 of the Loan Agreement is hereby
amended by deleting the word "all" appearing in the sixteenth
line thereof and inserting the word "an" in substitution
therefor.
2.22 Section 6.9 of the Loan Agreement is hereby
amended by inserting the word "not" after the words "Fiscal
Year" appearing in the third line thereof.
2.23 Section 7.4 of the Loan Agreement is hereby
amended by inserting a "comma" and the words "Lenders" after
the word "Agent" where it appears in the twelfth and
seventeenth lines thereof, and by deleting the word "its"
where it appears in the twelfth and eighteenth lines thereof
and inserting in substitution therefor the word "their".
2.24 Section 8.2(f) of the Loan Agreement is hereby
amended by inserting the words "or any Lender" after the word
"Agent" where it appears in the second line thereof and by
inserting the words "or to any assignee or prospective
assignee of a Lender's interest hereunder" at the conclusion
thereof.
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2.25 Sections 8.3 and 8.4 of the Loan Agreement are
hereby Amended in their entirety to read as follows:
"8.3 Accounting Information.
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Borrower authorizes Agent and each Lender to
discuss the financial condition of Borrower with
Borrower's independent public accountants and
agrees that such discussion or communication shall
be without liability to Agent, any Lender or
Borrower's independent public accountants. Prior
to the occurrence of an Event of Default, Agent or
the requesting Lender shall provide Borrower prior
notice of any proposed discussion with Borrower's
accountants. Borrower shall deliver a letter
addressed to such accountants authorizing them to
comply with the provisions of this subsection, and
authorizing Agent and each Lender to rely on
financial statements of Borrower issued by such
accountants, which letter shall be acknowledged and
consented to in writing by such accountants.
8.4 Other Information and Changes.
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Borrower shall promptly supply Agent or any
Lender with such other information concerning its
or its Subsidiaries' affairs as Agent or any Lender
may reasonably request from time to time hereafter,
and shall promptly notify Agent and Lenders of any
material adverse change in Borrower's or any
Subsidiary's financial condition and of any
condition or event which constitutes a breach of or
an Event of Default under this Agreement."
2.26 Section 10.4 of the Loan Agreement is hereby
amended by inserting the words "or any Subsidiary's" after
the word "Borrower's" where it appears in the first line
thereof.
2.27 Section 12 of the Loan Agreement is hereby
amended by inserting the following after the words "Agent
may" where it appears in the fourth line thereof:
"with the consent of the Majority Lenders,".
2.28 Section 15(c) of the Loan Agreement is hereby
amended by deleting the last full sentence thereof in its
entirety.
2.29 Section 15(h)(1) of the Loan Agreement is
hereby deleted in its entirety and the following is inserted
in substitution therefor:
"(1) Any Lender may make loans, advances or other
financial accommodations to Borrower outside of
this Agreement; provided that no such loans or
financial accommodations shall be made on a secured
basis if it would cause Borrower to violate Section
6.1 of this Agreement."
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2.30 Section 15(k)(2) of the Loan Agreement is
hereby amended by deleting the word "or" prior to subsection
(iv) on the fifth line thereof and inserting the following
after the word "Borrower" where it appears on the sixth line
thereof:
", or (v) any extension of the time of payment of
principal, interest or fees due under this
Agreement".
2.31 Section 18.2 of the Loan Agreement is hereby
amended by inserting the words "and Lenders'" after the word
"Agent's" where it appears on the third line thereof and by
adding the words "and Lenders" after the word "Agent" where
it appears in the fourth line thereof.
2.32 Exhibit A to the Loan Agreement is hereby
amended by adding thereto the Revolving Credit Notes in favor
of Mellon and ▇▇▇▇▇▇ in the form of Exhibit A attached to
this Amendment.
2.33 The address and facsimile numbers for ▇▇▇▇▇▇
and Mellon for notice purposes under the Loan Agreement shall
be as specified below their signatures to this Amendment.
SECTION 3. ADDITION OF MELLON AND ▇▇▇▇▇▇ AS LENDERS.
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3.1 Addition of Lenders. Borrower, LaSalle,
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Mellon and ▇▇▇▇▇▇ acknowledge and agree that upon the
execution and delivery of this Amendment to Agent by all
parties hereto, ▇▇▇▇▇▇ and Mellon shall each become a Lender
party to the Loan Agreement effective as of the date of this
Amendment, or such later date on which Borrower has satisfied
all of the conditions precedent to the effectiveness of this
Amendment, and the Revolving Loan Commitment, Term Loan
Commitment, Revolving Loan Commitment Percentage and Term
Loan Commitment Percentage of each Lender shall be amended to
the respective commitments and percentages set forth opposite
each Lender's name on the signature page to this Amendment.
3.2 Funding of Loans. Upon the effectiveness
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of this Amendment with respect to the addition of Mellon and
▇▇▇▇▇▇ as Lenders, Mellon and ▇▇▇▇▇▇ shall each make
available to Agent its proportionate share of any outstanding
Loans and Agent shall make a payment to LaSalle of the amount
by which its percentage of the outstanding Loans exceeds its
Pro Rata Share after giving effect to the Commitments of
▇▇▇▇▇▇ and Mellon. Any Eurodollar Loan funded by Mellon and
▇▇▇▇▇▇ pursuant to the foregoing paragraph shall be for an
Interest Period coterminous with the remainder of the
Interest Period on any outstanding Eurodollar Loans made by
LaSalle.
SECTION 4. REPRESENTATION OF THE WARRANTIES. To
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induce Agent and Lenders to amend the Loan Agreement,
Borrower represents and warrants to Agent and Lenders that:
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4.1 Compliance with Loan Agreement. On the date
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hereof, Borrower is in compliance with the terms and provisions of
the Loan Agreement and no Event of Default or Potential Default
specified therein has occurred.
4.2 Representations and Warranties. On the date
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hereof, the representations and warranties set forth in the Loan
Agreement are true and correct with the same effect as if such
representations and warranties have been made on the date hereof
except to the extent such representations and warranties expressly
relate to an earlier date.
4.3 Authority of Borrower. Borrower has full
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power and authority to enter into this Amendment, which has
been duly authorized by all proper and necessary corporate
action. No consent or approval of any public authority or
regulatory body or any other party, is required as a
condition to the execution, validity or enforceability of
this Amendment.
4.4 Amendment as Binding Agreement. This
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Amendment constitutes a valid and legally binding obligation
of Borrower, fully enforceable against Borrower, Agent and
Lenders in accordance with its terms.
SECTION 5. CONDITIONS PRECEDENT. The agreement by
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Lenders to amend the Loan Agreement pursuant to the terms of
this Amendment is subject to the following conditions
precedent:
5.1 Evidence of Authority. Agent shall have
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received evidence of the authorization of Borrower to enter
into this Amendment by its Board of Directors in form
acceptable to Agent.
5.2 Revolving Credit Notes. Borrower shall have
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executed and delivered to Mellon and ▇▇▇▇▇▇, the appropriate
Revolving Credit Note in the form of Exhibit A hereto.
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SECTION 6. GENERAL PROVISIONS.
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6.1 Except as amended by this Amendment, the terms
and provisions of the Loan Agreement are in all other
respects ratified and confirmed and remain in full force and
effect. In the event of a conflict between the terms of the
Loan Agreement and the terms of this Amendment, the terms of
this Amendment shall be controlling.
6.2 After the effective date hereof, all
references in the Loan Agreement and in all related
agreements and documents to "Agreement", "hereof", or the
like shall refer to the Loan Agreement as herein amended or
modified.
6.3 This Amendment shall not constitute a waiver
of any existing events of default or any other provisions of
the Loan Agreement as amended hereby, except as expressly set
forth herein, and shall not constitute a course of dealing with
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respect to any such events of default or an agreement to
further consents, amendments or waivers under the Loan
Agreement. Agent and Lenders expressly reserve their rights
and remedies, none of which shall be deemed to be waived
hereby.
6.4 Borrower hereby agrees to pay all out-of-
pocket expenses incurred by Agent in connection with the
preparation, negotiation and consummation of this Amendment
and all other documents related thereto, including, without
limitation, the fees and expenses of Agent's counsel.
6.5 This Amendment shall be construed in
accordance with and governed by the laws of the State of
Illinois.
6.6 This Amendment may be executed in any number
of counterparts and by different parties hereto on separate
counterparts, each of which when so executed shall be an
original, but all of which shall constitute one and the same
instrument.
6.7 Capitalized terms used herein which are
defined in the Loan Agreement, shall unless otherwise defined
herein, have the meanings provided in the Loan Agreement.
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IN WITNESS WHEREOF, the Borrower, Agent and Lenders
have caused this Amendment to be duly executed as of the date
first above written.
MAGNA GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. Buerges
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Title: EVP & CFO
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Revolving Loan Commitment: $50,000,000 LASALLE NATIONAL BANK
Revolving Loan Commitment Percentage: 50%
Term Loan Commitment: $50,000,000
Term Loan Commitment Percentage: 50%
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
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Revolving Loan Commitment: $30,000,000 MELLON BANK, N.A.
Revolving Loan Commitment Percentage: 30%
Term Loan Commitment: $30,000,000
Term Loan Commitment Percentage: 30%
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
--------------------------
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Fax No: (▇▇▇) ▇▇▇-▇▇▇▇
Revolving Loan Commitment: $20,000,000 ▇▇▇▇▇▇ TRUST AND SAVINGS BANK
Loan Commitment Percentage: 20%
Term Loan Commitment: $20,000,000
Term Loan Commitment Percentage: 20%
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
Title: Vice President
--------------------------
Address: ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax No: (▇▇▇) ▇▇▇-▇▇▇▇
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Exhibit A
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REVOLVING LOAN NOTE
$30,000,000 Chicago, Illinois
March 5, 1997
FOR VALUE RECEIVED, the undersigned MAGNA GROUP, INC. ("Borrower")
promises to pay to the order of MELLON BANK, N.A. ("Lender"), at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or such other place as
Lender may from time to time designate in writing, on or before December 30,
1999, the principal sum of Thirty Million and 00/100 Dollars ($30,000,000) or,
if less, the aggregate unpaid principal amount of all advances made by Lender
as, or relating to, the Revolving Loans in accordance with the provisions of a
Loan Agreement dated as of December 30, 1996, among Borrower, Lender and
certain other parties, as amended and supplemented from time to time ("Loan
Agreement"). Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Loan Agreement.
Except as hereinafter provided, Borrower's obligations and
liabilities to Lender under this Note ("Borrower's Liabilities") unpaid from
time to time shall bear interest from the date hereof until paid at the
applicable rate provided in Section 2.8 of the Loan Agreement. Interest shall
be computed on the basis of actual days elapsed over a 360-day year and shall
be payable in arrears, at the times provided in the Loan Agreement.
If any of Borrower's Liabilities are not paid when due and payable
or declared due and payable, interest, in lieu of the interest hereinabove
provided, shall accrue on Borrower's Liabilities from the due date of the same
until paid, at the "Default Rate" (as defined in the Loan Agreement). Such
amounts shall be part of Borrower's Liabilities immediately due and payable
by Borrower to Lender without notice by Lender to or demand by Lender of
Borrower.
Borrower warrants and represents to Lender that Borrower shall use
the proceeds represented by this Note solely for proper business purposes, and
consistently with all applicable laws and statutes. Borrower further warrants
and represents to Lender and covenants with Lender that Borrower is not in the
business of extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the Board of Governors of
the Federal Reserve System), and no proceeds represented by this Note will be
used to purchase or carry any margin stock or to extend credit to others for
the purpose of purchasing or carrying any margin stock.
This Note is a Revolving Loan Note referred to in the Loan Agreement
to which reference is made for a statement of the terms and conditions under
which prepayments on this Note may and shall be made, for a description of the
circumstances under which this Note may be declared due and payable.
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The occurrence of an Event of Default under the Loan Agreement, or
Borrower's failure to pay any of Borrower's Liabilities when due and payable
or declared due and payable shall constitute a default by Borrower ("Event of
Default") under this Note.
Subject to the provisions of the Loan Agreement, upon an Event of
Default hereunder, without notice by Lender to or demand by Lender of
Borrower, all of Borrower's Liabilities shall be due and payable, forthwith.
The acceptance by Lender of any partial payment made hereunder after the time
when any obligation under this Note becomes due and payable will not establish
a custom, or waive any rights of Lender to enforce prompt payment hereof.
Borrower and every endorser hereof waive presentment, demand and protest and
notice of presentment, protest, default, non-payment, maturity, release,
compromise, settlement, extension or renewal of this Note.
If at any time or times after the date of this Note, Lender: (a)
employs counsel for advice or other representation (i) to represent Lender in
any litigation, contest, dispute, suit, proceeding or to commence, defend or
intervene or to take any other action in or with respect to any litigation,
contest, dispute, suit or proceeding (whether instituted by Lender, Borrower
or any other person) in any way or respect relating to this Note, or (ii) to
enforce any rights of Lender against Borrower; and/or (b) attempts to or
enforces any of Lender's rights and remedies against Borrower or any other
party primarily or otherwise liable with respect to Borrower's Liabilities,
the reasonable costs and expenses incurred by Lender in any manner or way with
respect to the foregoing shall be part of Borrower's Liabilities, payable by
Borrower to Lender on demand. Without limiting the generality of the foregoing,
such expenses, costs, charges and fees include reasonable attorneys' fees,
costs and expenses.
If any provision of this Note or the application thereof to any party
or circumstance is held invalid or unenforceable, the remainder of this Note
and the application of such provision to other parties or circumstances will
not be affected thereby and the provisions of this Note shall be severable in
any such instance.
This Note is submitted by Borrower to Lender at Lender's principal
place of business and shall be deemed to have been made thereat. This Note
shall be governed and controlled by the laws of the State of Illinois as to
interpretation, enforcement, validity, construction, effect, choice of law
and in all other respects.
To induce Lender to accept this Note, Borrower, irrevocably, agrees
that, subject to Lender's sole and absolute election, all actions or
proceedings in any way, manner or respect, arising out of or from or related
to this Note, shall be litigated in courts having situs within the County of
▇▇▇▇, State of Illinois. Borrower hereby consents and submits to the
jurisdiction of any local, state or federal court located
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within said county and state. Borrower hereby waives any right Borrower may
have to transfer or change the venue of any litigation brought against
Borrower by Lender in accordance with this paragraph.
BORROWER AND LENDER EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING RELATING TO THIS NOTE.
IN WITNESS WHEREOF, Borrower has caused this Note to be duly
executed on the 5th day of March, 1997.
MAGNA GROUP, INC.
By: -------------------------------
Title: -------------------------------
ATTEST:
By: -------------------------------
Title: -------------------------------
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REVOLVING LOAN NOTE
$20,000,000 Chicago, Illinois
March 5, 1997
FOR VALUE RECEIVED, the undersigned MAGNA GROUP, INC. ("Borrower")
promises to pay to the order of ▇▇▇▇▇▇ TRUST AND SAVINGS BANK ("Lender"), at
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other place as Lender
may from time to time designate in writing, on or before December 30, 1999,
the principal sum of Twenty Million and 00/100 Dollars ($20,000,000) or, if
less, the aggregate unpaid principal amount of all advances made by Lender as,
or relating to, the Revolving Loans in accordance with the provisions of a
Loan Agreement dated as of December 30, 1996, among Borrower, Lender and
certain other parties, as amended and supplemented from time to time ("Loan
Agreement"). Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Loan Agreement.
Except as hereinafter provided, Borrower's obligations and
liabilities to Lender under this Note ("Borrower's Liabilities") unpaid from
time to time shall bear interest from the date hereof until paid at the
applicable rate provided in Section 2.8 of the Loan Agreement. Interest shall
be computed on the basis of actual days elapsed over a 360-day year and shall
be payable in arrears, at the times provided in the Loan Agreement.
If any of Borrower's Liabilities are not paid when due and payable
or declared due and payable, interest, in lieu of the interest hereinabove
provided, shall accrue on Borrower's Liabilities from the due date of the same
until paid, at the "Default Rate" (as defined in the Loan Agreement). Such
amounts shall be part of Borrower's Liabilities immediately due and payable
by Borrower to Lender without notice by Lender to or demand by Lender of
Borrower.
Borrower warrants and represents to Lender that Borrower shall use
the proceeds represented by this Note solely for proper business purposes, and
consistently with all applicable laws and statutes. Borrower further warrants
and represents to Lender and covenants with Lender that Borrower is not in the
business of extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the Board of Governors of
the Federal Reserve System), and no proceeds represented by this Note will be
used to purchase or carry any margin stock or to extend credit to others for
the purpose of purchasing or carrying any margin stock.
This Note is a Revolving Loan Note referred to in the Loan Agreement
to which reference is made for a statement of the terms and conditions under
which prepayments on this Note may and shall be made, for a description of the
circumstances under which this Note may be declared due and payable.
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The occurrence of an Event of Default under the Loan Agreement, or
Borrower's failure to pay any of Borrower's Liabilities when due and payable
or declared due and payable shall constitute a default by Borrower ("Event of
Default") under this Note.
Subject to the provisions of the Loan Agreement, upon an Event of
Default hereunder, without notice by Lender to or demand by Lender of
Borrower, all of Borrower's Liabilities shall be due and payable, forthwith.
The acceptance by Lender of any partial payment made hereunder after the time
when any obligation under this Note becomes due and payable will not establish
a custom, or waive any rights of Lender to enforce prompt payment hereof.
Borrower and every endorser hereof waive presentment, demand and protest and
notice of presentment, protest, default, non-payment, maturity, release,
compromise, settlement, extension or renewal of this Note.
If at any time or times after the date of this Note, Lender: (a)
employs counsel for advice or other representation (i) to represent Lender in
any litigation, contest, dispute, suit, proceeding or to commence, defend or
intervene or to take any other action in or with respect to any litigation,
contest, dispute, suit or proceeding (whether instituted by Lender, Borrower
or any other person) in any way or respect relating to this Note, or (ii) to
enforce any rights of Lender against Borrower; and/or (b) attempts to or
enforces any of Lender's rights and remedies against Borrower or any other
party primarily or otherwise liable with respect to Borrower's Liabilities,
the reasonable costs and expenses incurred by Lender in any manner or way with
respect to the foregoing shall be part of Borrower's Liabilities, payable by
Borrower to Lender on demand. Without limiting the generality of the foregoing,
such expenses, costs, charges and fees include reasonable attorneys' fees,
costs and expenses.
If any provision of this Note or the application thereof to any party
or circumstance is held invalid or unenforceable, the remainder of this Note
and the application of such provision to other parties or circumstances will
not be affected thereby and the provisions of this Note shall be severable in
any such instance.
This Note is submitted by Borrower to Lender at Lender's principal
place of business and shall be deemed to have been made thereat. This Note
shall be governed and controlled by the laws of the State of Illinois as to
interpretation, enforcement, validity, construction, effect, choice of law
and in all other respects.
To induce Lender to accept this Note, Borrower, irrevocably, agrees
that, subject to Lender's sole and absolute election, all actions or
proceedings in any way, manner or respect, arising out of or from or related
to this Note, shall be litigated in courts having situs within the County of
▇▇▇▇, State of Illinois. Borrower hereby consents and submits to the
jurisdiction of any local, state or federal court located
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within said county and state. Borrower hereby waives any right Borrower may
have to transfer or change the venue of any litigation brought against
Borrower by Lender in accordance with this paragraph.
BORROWER AND LENDER EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING RELATING TO THIS NOTE.
IN WITNESS WHEREOF, Borrower has caused this Note to be duly
executed on the 5th day of March, 1997.
MAGNA GROUP, INC.
By: -------------------------------
Title: -------------------------------
ATTEST:
By: -------------------------------
Title: -------------------------------
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