Exhibit 10.1
March 31, 2002
Rampart Services Corporation, L.L.C., et al.
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700 Louisiana, Suite 2250
Houston, Texas 77002
Re: THIRTEENTH AMENDMENT TO LOAN AGREEMENT (Thirteenth Amendment) dated as
of March 31, 2002, by and between Southwest Bank of Texas N.A. and Rampart
Services Corporation, L.L.C., et.al.
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Gentlemen:
This Thirteenth Amendment is made and entered into as of the date above
between SOUTHWEST BANK OF TEXAS N.A. ("Bank") and Borrower (hereinafter defined)
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to evidence the parties' agreement to modify and amend the existing Loan
Agreement, as last amended by the Twelfth Amendment to Loan Agreement dated
effective as of December 31, 2001 (all capitalized terms which are defined in
the Loan Agreement, as amended, shall have the same meaning herein, unless
expressly modified hereby).
Borrower has requested that the Loan Agreement be modified and the Bank has
agreed to such modifications upon the terms set forth herein. For sufficient
consideration, the parties hereby agree that the Loan Agreement is modified to
the extent required to accomplish the intent of the specific modifications of
this Tenth Amendment.
The term "Borrower" is hereby defined to include the following entities,
jointly and severally, RAMPART SERVICES CORPORATION, L.L.C., a Texas limited
liability company ("RSC"); RAMPART CAPITAL CORPORATION, a Texas corporation;
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RAMPART VENTURES CORPORATION, L.L.C., a Texas limited liability company; RAMPART
ACQUISITION CORPORATION, L.L.C., a Texas limited liability company; RAMPART
PROPERTIES, L.L.C., a Nevada limited liability company; IGBAF, L.L.C., a Texas
limited liability company; IGBF, L.L.C., a Texas limited liability company;
NEWPORT FUND, , L.L.C., an Oklahoma limited liability company; LEISSNER'S,
INC., a Texas corporation; RAMPART NEWPORT CORPORATION, L.L.C., a Texas limited
liability company; SOURCEONE CAPITAL GROUP, L.L.C., a Nevada limited liability
company; and RAMPART ALLIANCE CORPORATION, a Texas corporation; provided,
however, as to filings with the Bank and compliance issues under the Loan
Agreement, RSC shall be the entity primarily responsible for confirming to the
Bank all compliance matters under the Loan Agreement unless otherwise agreed to
in writing by the Bank.
This Thirteenth Amendment modifies the Loan Agreement to accomplish the
following:
1. Borrower agrees to pay the Bank an up-front facilities fee in the
amount of $15,000.00 upon execution of this Thirteenth Amendment;
2. The term "Note" shall be that certain promissory note of even date
herewith from Borrower to the Bank in the face amount of $3,000,000.00
due and payable on or before March 28, 2003, which Note amount
represents a renewal and extension of the line of credit facility;
3. The Borrower will not permit its tangible net worth (on a consolidated
basis) to be less than $11,000,000 at any time after the date hereof.
As used herein, "tangible net worth" shall mean the sum of preferred
stock (if any), par value of common stock, capital in excess of par
value of common stock, cost in excess of net assets acquired, deferred
development costs and all other assets as are properly classified as
intangible assets;
4. The Borrower shall maintain on a consolidated basis a ratio of Total
Liabilities to Tangible Net Worth not exceeding 2.50:1.00. As used
"Total Liabilities" means the sum of current liabilities plus long
term liabilities, excluding any deferred income taxes; and
5. The Borrower shall maintain on a consolidated basis a ratio of
Adjusted Total Liabilities to Tangible Net Worth not exceeding
1.50:1.00. As used "Adjusted Total Liabilities" means Total
Liabilities excluding "High Yield Lending Program" notes payable.
To the extent that the terms and provisions of the Loan Agreement require
modification to accomplish the specific terms set forth above, the parties agree
that they shall cooperate to permit advances upon the terms set forth above.
The representations and warranties of Borrower contained in the Loan
Agreement and the other Security Instruments and otherwise made in writing by or
on behalf of the Borrower pursuant to the Loan Agreement and the other Security
Instruments were true and correct when made, and are true and correct in all
material respects at and as of the time of delivery of this Thirteenth
Amendment.
Borrower has performed and complied with all Loan Agreements and conditions
contained in the Loan Agreement and the Security Instruments required to be
performed or complied with by Borrower prior to or at the time of delivery of
this Thirteenth Amendment.
There exists, and after giving effect to this Thirteenth Amendment will
exist, no default or Event of Default, or any condition, or act which
constitutes, or with notice or lapse of time (or both) would constitute an Event
of Default under any loan agreement, note agreement, or trust indenture to which
the Borrower is a party, including without limitation, the Loan Agreement, the
Note and the Security Instruments, to the knowledge of the parties hereto.
Nothing in this Thirteenth Amendment is intended to amend any of the
representations or warranties contained in the Loan Agreement.
Borrower represents that this is a commercial, business and/or investment
transaction and that the proceeds of the Note have not and will not be used for
personal, family, household or residential purposes; that all disclosures, if
any, required by law have been received by Borrower prior to the execution
hereof; and requests that Bank rely upon this representation, and the Bank has
relied upon the representations and warranties contained in this Thirteenth
Amendment in agreeing to the amendments and supplements to the Loan Agreement
set forth herein.
Rampart Services Corporation, L.L.C., et al.
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March 31, 2002
Page 3
Except as otherwise expressly provided herein, the Loan Agreement, the
Security Instruments, the Note and the other instruments and agreements referred
to therein are not amended, modified or affected by this Thirteenth Amendment.
Except as expressly set forth herein, all of the terms, conditions, covenants,
representations, warranties and all other provisions of the Loan Agreement are
herein ratified and confirmed and shall remain in full force and effect.
On and after the date on which this Thirteenth Amendment becomes effective,
the terms, "this Loan Agreement," "hereof," "herein," "hereunder" and terms of
like import, when used herein or in the Loan Agreement shall, except where the
context otherwise requires, refer to the Loan Agreement, as amended by this
Thirteenth Amendment.
This Thirteenth Amendment may be executed in two or more counterparts, and
it shall not be necessary that the signatures of all parties hereto be contained
on any one counterpart hereof; each counterpart shall be deemed an original, but
all of which together shall constitute one and the same instrument.
It is understood between the parties hereto that Borrower shall provide
Bank, at Borrower's expense, all other reports, further agreements and
instruments, title policies, surveys, and other documentation as reasonably
requested during the term of the Note, so as to preserve, protect and perfect,
or maintain the perfection, of all liens created by the instruments securing
payment of the Note or other required documentation so that Bank shall have all
documentation necessary to comply with Bank's internal lending policies and that
documentation required by any applicable regulatory agency/authority.
All notices to Borrower shall be sent to the address set forth above.
NOTICE TO OBLIGORS: THIS DOCUMENT AND ALL OTHER DOCUMENTS RELATING TO THIS
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LOAN CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES TO THIS LOAN. THE TERM
"PARTIES" INCLUDES THE UNDERSIGNED PERSONS AND ENTITIES. THE TERM "LOAN"
INCLUDES THIS AGREEMENT AND THE DOCUMENTS REFERENCED HEREIN.
IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth
Amendment to be executed as of the date first set forth above.
BORROWER: RAMPART SERVICES CORPORATION, L.L.C.,
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a Texas limited liability company
By: /s/ J. H. Carpenter
J. H. Carpenter, President
Rampart Services Corporation, L.L.C., et al.
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March 31, 2002
Page 4
RAMPART CAPITAL CORPORATION,
a Texas corporation
By: /s/ J. H. Carpenter
J. H. Carpenter, President
RAMPART VENTURES CORPORATION, L.L.C.,
a Texas limited liability company
By: /s/ J. H. Carpenter
J. H. Carpenter, President
RAMPART ACQUISITION CORPORATION, L.L.C.,
a Texas limited liability company
By: /s/ J. H. Carpenter
J. H. Carpenter, President
RAMPART PROPERTIES, L.L.C.,
a Nevada limited liability company
By: /s/ J. H. Carpenter
J. H. Carpenter, President
Rampart Services Corporation, L.L.C., et al.
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March 31, 2002
Page 5
IGBAF, L.L.C.,
a Texas limited liability company
By: /s/ J. H. Carpenter
J. H. Carpenter, President
IGBF, L.L.C.,
a Texas limited liability company
By: /s/ J. H. Carpenter
J. H. Carpenter, President
NEWPORT FUND, L.L.C.
an Oklahoma limited liability company
By: /s/ J. H. Carpenter
J. H. Carpenter, President
LEISSNER'S INC.,
a Texas corporation
By: /s/ J. H. Carpenter
J. H. Carpenter, President
Rampart Services Corporation, L.L.C., et al.
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March 31, 2002
Page 6
RAMPART NEWPORT CORPORATION, L.L.C.,
a Texas limited liability company
By: /s/ J. H. Carpenter
J. H. Carpenter, President
SOURCEONE CAPITAL GROUP, L.L.C.,
a Nevada limited liability company
By: Rampart Properties, L.L.C.,
its Manager
By: /s/ J. H. Carpenter
J. H. Carpenter, President
RAMPART ALLIANCE CORPORATION,
a Texas corporation
By: /s/ J. H. Carpenter
J. H. Carpenter, President
BANK: SOUTHWEST BANK OF TEXAS N.A.
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By: /s/ Michael R. Adams
Michael R. Adams
Vice President