SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT ("Second Amendment")
is entered into as of April 26, 2000, by and between BLC COMMERCIAL CAPITAL
CORP., a Florida corporation ("Borrower"), BLC FINANCIAL SERVICES, INC., a
Delaware corporation ("Parent"), 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 May 7, 1998 executed by
Borrower, Parent and Lender, as amended by the First Amendment to Loan Agreement
dated as of September 14, 1998 (as from time to time in effect, 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 Second 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 and Parent of their respective 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, Parent 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 Second 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.
2. Amendments to Loan Agreement. As of the date of this Second
Amendment, the Loan Agreement is hereby amended in the following manner:
2.1 Amendment to Definitions. The definition of "Termination Date"
in Section 1.1 of the Loan Agreement is amended by deleting the existing text
thereof in its entirety and substituting therefor the following amended and
restated version thereof:
"Termination Date" shall mean the earliest of: (a) August 26,
2001 (unless a later date is agreed to in writing by Borrower,
Parent and Lender); (b) the date that Borrower elects to terminate
this Agreement and repays the Liabilities in full in accordance
with the terms of Section 2.6; and (c) the date Lender elects to
terminate Borrower's right to receive Revolving Loans in accordance
with Section 7.2.
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2.2 Amendment to Financial Covenants. Section 5.11(b) of the Loan
Agreement is amended by deleting the existing text thereof in its entirety and
substituting therefor the following amended and restated version thereof:
(b) EBITDA Ratio. Parent shall achieve, on a
consolidated basis, as measured as of the end of each of its
fiscal quarters, a minimum ratio of EBITDA for the
twelve-month period ending on the date of measurement to
total, actual, interest expense for such twelve-month period,
of not less than 1.1 to 1.0.
3. Amendment Fee. Borrower agrees to pay to Lender a fully earned and
non-refundable fee (the "Amendment Fee") in the amount of $31,250 in
consideration of Lender's agreement to enter into this Second Amendment. The
Amendment Fee shall be due and payable by Borrower to Lender on the date that
this Second Amendment becomes effective pursuant to Section 4 of this Second
Amendment.
4. Conditions to Effectiveness. The amendments set forth in Section 2
of this Second Amendment are subject to satisfaction of each of the following
conditions:
(1) receipt by Lender of a copy of this Second
Amendment, duly executed by Borrower,
Parent, and Lender;
(2) receipt by Lender of the Amendment Fee; and
(3) the absence of any Defaults or Events of
Default.
5. Entire Agreement. This Second 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 Second 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.
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7. Miscellaneous.
7.1 Counterparts. This Second 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 Second Amendment, and are not to be
taken into consideration in interpreting this Second Amendment.
7.3 Recitals. The recitals set forth at the beginning of this
Second Amendment are true and correct, and such recitals are incorporated into
and are a part of this Second Amendment.
7.4 Governing Law. This Second 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.
7.5 No Novation. Except as specifically set forth in Section 2
of this Second Amendment, the execution, delivery and effectiveness of this
Second 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 Second Amendment and any provision of the Loan
Agreement, the terms and provisions of this Second Amendment shall govern and
control.
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IN WITNESS WHEREOF, this Second Amendment has been duly
executed as of the date first written above.
BORROWER:
BLC COMMERCIAL CAPITAL CORP.,
a Florida corporation
By: /s/ Jennifer Goldstein
--------------------------------
Jennifer Goldstein
Chief Financial Officer
PARENT:
BLC FINANCIAL SERVICES, INC.,
a Delaware corporation
By: /s/ Robert F. Tannenhauser
--------------------------------
Robert F. Tannenhauser
President
LENDER:
TRANSAMERICA BUSINESS CREDIT CORPORATION,
a Delaware corporation
By: /s/ Russell L. Bonder
--------------------------------
Russell L. Bonder
Senior Account Executive
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