Sample Business Contracts

Loan Agreement [Amendment No. 4] - LaSalle Bank NA and eLoyalty Corp.

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                               AMENDMENT NO. 4 TO
                                 LOAN AGREEMENT

         This Amendment No. 4 to Loan Agreement (the "Amendment") is dated as of
the 9th day of December, 2002 and is by and between LASALLE BANK NATIONAL
ASSOCIATION ("Lender") and eLOYALTY CORPORATION, a Delaware corporation (the


         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 is hereby deleted
in its entirety and replaced with the following:

         "Maturity Date" shall mean December 31, 2003.

         1.2. The proviso in the first sentence of Section 2.5 is hereby deleted
in its entirety and replaced with the following:

                  "; provided, however, that Bank may issue Letters of Credit
         with an expiration date on or before June 15, 2006 in an aggregate face
         amount not to exceed $1,000,000."

         1.3. Section 11.4 is hereby deleted in its entirety and replaced in the

                  11.4 Default under Other Agreements. Any default in the
         payment of principal, interest or any other sum for any other
         obligation in excess of Two


         Million and No/100 Dollars ($2,000,000.00) beyond any period of grace
         provided with respect thereto or in the performance of any other term,
         condition or covenant contained in any agreement (including, but not
         limited to any capital or operating lease or any agreement in
         connection with the deferred purchase price of property) under which
         any such obligation in excess of Two Million and No/100 Dollars
         ($2,000,000.00) is created, the effect of which default is to cause or
         permit the holder of such obligation (or the other party to such other
         agreement) to cause such obligation to become due prior to its stated
         maturity or terminate such other agreement.

         1.4. Section 11.7 is hereby deleted in its entirety and replaced in the

                  11.7 Judgments. The entry of any judgment, decree, levy,
         attachment, garnishment or other process, or the filing of any Lien
         against any Obligor if any portion thereof in excess of Two Million and
         No/100 Dollars ($2,000,000.00) is not covered by insurance.

         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 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 $25,000.

         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.

         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.


             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  /s/ Timothy J. Cunningham
                                    Its Vice President & Chief Financial Officer

                                    LASALLE BANK NATIONAL ASSOCIATION, as Lender

                                    By  /s/  June Courtney
                                    Its Senior Vice President