EXHIBIT 10.19
AMENDMENT NO. 7 TO
LOAN AGREEMENT
This Amendment No. 7 to Loan Agreement (the "Amendment") is
dated as of the 23rd day of December, 2003 and is by and between LASALLE BANK
NATIONAL ASSOCIATION ("Lender") and eLOYALTY CORPORATION, a Delaware corporation
(the "Borrower").
W I T N E S S E T H:
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WHEREAS, Lender and Borrower are parties to that certain Loan
Agreement, dated as of December 17, 2001 (as amended or otherwise modified from
time to time, the "Loan Agreement"; capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the Loan
Agreement); and
WHEREAS, the Borrower has requested that the Loan Agreement be
amended in certain respects;
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each of Lender and Borrower hereby agree as follows:
1. Amendments to Loan Agreement. In reliance on the
representations and warranties set forth in Section 2 of this Amendment and
subject to the satisfaction of the conditions precedent set forth in Section 3
of this Amendment, the Loan Agreement is hereby amended as follows:
1.1. The definition of Maturity Date in Section 1.1 of the
Loan Agreement is hereby deleted in its entirety and replaced with the
following:
"Maturity Date" shall mean December 31, 2004."
1.2. The definition of Maximum Letter of Credit Obligation in
Section 1.1 of the Loan Agreement is deleted in its entirety and replaced with
the following:
"Maximum Letter of Credit Obligation" shall mean Two Million
and No/100 Dollars ($2,000,000.00).
1.3. The definition of Revolving Loan Commitment in Section
1.1 of the Loan Agreement is deleted in its entirety and replaced with the
following;
"Revolving Loan Commitment" shall mean Two Million and No/100
Dollars ($2,000,000.00).
2. Representations and Warranties. To induce the Lender to
enter into this Amendment, the Borrower hereby represents and warrants to the
Lender that:
2.1. the execution, delivery and performance by the Borrower
of this Amendment and each of the other agreements, instruments and documents
contemplated hereby are within its corporate power, have been duly authorized by
all necessary corporate action, have received all necessary governmental
approval (if any shall be required), and do not and will not contravene or
conflict with any provision of law applicable to the Borrower, the certificate
of incorporation and by-laws of the Borrower (as amended to date), any order,
judgment or decree of any court or governmental agency, or any agreement,
instrument or document binding upon the Borrower or any of its property;
2.2. each of the Loan Agreement and the other Loan Documents,
each as amended by this Amendment, are the legal, valid and binding obligation
of the Borrower to the extent the Borrower is a party thereto, and the Loan
Agreement and such Loan Documents are enforceable against the Borrower in
accordance with their respective terms;
2.3. the representations and warranties of Borrower contained
in the Loan Agreement and the Loan Documents, each as amended hereby, are true
and correct in all material respects as of the date hereof, with the same effect
as though made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties are true and correct as of such earlier
date; and
2.4. Borrower has performed in all material respects all of
its obligations under the Loan Agreement and the other Loan Documents to be
performed by it on or before the date hereof and as of the date hereof, Borrower
is in compliance with all applicable terms and provisions of the Loan Agreement
and each of the other Loan Documents to be observed and performed by it and,
assuming the effectiveness of the consents set forth herein, no Event of Default
has occurred and is continuing.
3. Conditions. The effectiveness of the amendments and
consents set forth above is subject to the following conditions precedent:
3.1. Borrower shall have executed and delivered to Lender, or
shall have caused to be executed and delivered to Lender, each in form and
substance satisfactory to Lender, this Amendment, an Amended and Restated
Revolving Note and such other documents, instruments and agreements as Lender
may reasonably request.
3.2. Borrower shall have paid to Agent a fully earned,
non-refundable fee of $3,400.
3.3. All proceedings taken in connection with the transactions
contemplated by this Amendment and all documents, instruments and other legal
matters incident thereto shall be satisfactory to Lender and its legal counsel.
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3.4. Assuming the effectiveness of the consents set forth
herein, no Event of Default shall have occurred and be continuing.
4. References; Effectiveness. Each of the Lender and the
Borrower hereby agree that all references to the Loan Agreement which are
contained in any of the other Loan Documents shall refer to the Loan Agreement
as amended by this Amendment.
5. Counterparts. This Amendment may be executed in any number
of counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Amendment.
6. Continued Effectiveness. Except as specifically set forth
herein, the Loan Agreement and each of the other Loan Documents shall continue
in full force and effect according to their respective terms.
7. Governing Law. This Amendment shall be a contract made
under and governed by the internal laws of the State of Illinois.
8. Costs and Expenses. Borrower hereby agrees that all
expenses incurred by the Lender in connection with the preparation, negotiation
and closing of the transactions contemplated hereby, including without
limitation reasonable attorneys' fees and expenses, shall be part of the
Obligations.
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IN WITNESS WHEREOF, this Amendment has been executed as of,
and is effective as of, the day and year first written above.
eLOYALTY CORPORATION, a Delaware
corporation, as Borrower
By ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Its Vice President, CFO & Corporate Secretary
LASALLE BANK NATIONAL ASSOCIATION, as Lender
By ▇▇▇▇ ▇▇▇▇▇▇▇▇
Its SVP
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