Exhibit 10.2


 


EXECUTION COPY


 


LOAN
AGREEMENT


 


Wachovia
Bank, National Association


301
South Tryon Street


Charlotte,
North Carolina 28202


(Hereinafter referred to as “Bank”)


 


CGI
Holding Corporation


5
Revere Drive


Suite 510


Northbrook,
Illinois 60062


(Hereinafter referred to as “Borrower”)


 


This
Loan Agreement (“Agreement”) is entered into January 19, 2006, by and
between Bank and Borrower.


 


This Agreement applies to
the loan or loans (individually and collectively, the “Loan”) evidenced by one
or more promissory notes of even date herewith or other notes subject hereto,
as modified from time to time (whether one or more, the “Note”), the standby
letters of credit issued hereunder (each, a “Letter of Credit” and
collectively, the “Letters of Credit”) and all Loan Documents.  The terms “Loan Documents” and “Obligations,”
as used in this Agreement, are defined in the Note.


 


Relying upon the covenants,
agreements, representations and warranties contained in this Agreement, Bank is
willing to extend credit to Borrower upon the terms and subject to the
conditions set forth herein, and Bank and Borrower agree as follows:


 


LETTERS OF CREDIT.  Upon the request of Borrower, Bank shall
issue standby Letters of Credit; provided, that Bank shall have no
obligation to issue any Letter of Credit if, after giving effect to such
issuance, the aggregate principal balance outstanding under
the Note, plus the aggregate
undrawn and unexpired amount of the then outstanding Letters of Credit, plus
the aggregate amount of unreimbursed drawings under all Letters of Credit at
any one time exceeds the principal amount stated on the face of this Note, and further provided, no standby Letter of Credit
shall have an expiration date beyond January 19, 2008.  Bank’s obligation to issue Letters of Credit
shall terminate if Borrower is in default (however denominated) under the Note
or the other Loan Documents, or in any case, if not sooner terminated, on January 19,
2008.


 


LETTER OF CREDIT FEES.  Borrower shall pay to Bank, at such times as
Bank shall require, Bank’s standard fees in connection with Letters of Credit,
as in effect from time to time, 
including an additional fee equal to the Interest Rate (as defined in
the Note) per annum on the face amount of each standby Letter of Credit, payable
annually, in advance, for so long as such Letter of Credit is outstanding.


 


REPRESENTATIONS.  Borrower represents on the date hereof and on
the date of any Advance (as defined in the Note) that:  Accurate Information.  All information furnished to Bank was, at the
time furnished, complete and correct in all material respects.  Any such


 

















 


information relating to
Borrower’s financial condition accurately reflects Borrower’s financial
condition as of the date(s) thereof, (including all contingent liabilities of
every type), and Borrower further represents that its financial condition has
not changed materially or adversely since the date(s) of such documents.  Authorization;
Non-Contravention.  The
execution, delivery and performance by Borrower of this Agreement and other
Loan Documents to which it is a party are within its power, have been duly
authorized as may be required and, if necessary, by making appropriate filings
with any governmental agency or unit and are the legal, binding, valid and
enforceable obligations of Borrower; and do not (i) contravene, or
constitute (with or without the giving of notice or lapse of time or both) a
violation of any provision of applicable law, a violation of the organizational
documents of Borrower, or a default under any agreement, judgment, injunction,
order, decree or other instrument binding upon or affecting Borrower, (ii) result
in the creation or imposition of any lien (other than the lien(s) created by
the Loan Documents) on any of Borrower’s assets, or (iii) give cause for
the acceleration of any obligations of Borrower to any other creditor.  Asset Ownership.  Borrower has good and marketable title to all
of the properties and assets reflected on the balance sheets and financial
statements supplied to Bank by Borrower, and all such properties and assets are
free and clear of mortgages, security deeds, pledges, liens, charges, and all
other encumbrances, except: (a) liens for taxes, assessments and other
governmental charges or levies (excluding any lien imposed pursuant to any of
the provisions of ERISA) not yet due or as to which the period of grace (not to
exceed thirty (30) days), if any, related thereto has not expired or which are
being contested in good faith and by appropriate proceedings if adequate reserves
are maintained to the extent required by GAAP, (b) liens existing on any
property or asset prior to the acquisition thereof by Borrower or any Guarantor
(as defined in the guaranty agreement of even date herewith by and among the
domestic subsidiaries of Borrower and Bank, the “Guaranty Agreement”) or
existing on any property or asset of any entity that becomes a Guarantor after
the date of consummation of such acquisition prior to the time such entity
becomes a Guarantor, (c) liens in favor of Bank and (d) as otherwise
disclosed to Bank by Borrower in writing and approved by Bank (collectively, “Permitted
Liens”).  Discharge of
Liens and Taxes.  Borrower has
duly filed, paid and/or discharged all taxes or other claims that may become a
lien on any of its property or assets, except to the extent that such items are
being appropriately contested in good faith and an adequate reserve for the
payment thereof is being maintained.  Sufficiency of Capital. 
On and as of the Closing Date and after giving effect to all
indebtedness being incurred or assumed and liens created by the Loan Agreement
in connection therewith and on and as of the date of each Advance and after
giving effect thereto (a) the sum of the assets, at a fair valuation on a
going concern basis, of CGI Holding Corporation and its subsidiaries taken as a
whole will exceed its debts; (b) CGI Holding Corporation and its
subsidiaries taken as a whole has not incurred and does not intend to incur,
and does not believe it will incur, debts beyond its ability to pay as these
debts mature; (c) CGI Holding Corporation and its subsidiaries taken as a
whole will have sufficient capital with which to conduct its business.  Compliance with Laws.  Borrower is in compliance in all material
respects with all federal, state and local laws, rules and regulations
applicable to its properties, operations and business, except to the extent
that failure to comply would materially adversely effect the business,
financial position, results of operations, properties or prospects of
Borrower.  Organization
and Authority.  Each
corporation, partnership or limited liability company of Borrower, as
applicable, is duly created, validly existing and in good standing under the
laws of the state of its organization, and has all powers, governmental
licenses, authorizations, consents and approvals required to operate its
business as


 


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now conducted.  Each corporation, partnership or limited
liability company Borrower, as applicable, is duly qualified, licensed and in
good standing in each jurisdiction where qualification or licensing is required
by the nature of its business or the character and location of its property,
business or customers, except to the extent that failure to qualify or be
licensed, as the case may be, in the aggregate, would have a material adverse
effect on the business, financial position, results of operations, properties
or prospects of Borrower.  No Litigation.  Except as set forth on Schedule 1
hereto, there are no pending or threatened suits, claims or demands against
Borrower that have not been disclosed to Bank by Borrower in writing, and
approved by Bank.  Financial
Condition of Borrower.  The
financial statements which Borrower has submitted to Bank to induce it to make
the Loan are correct and complete, and fairly present the financial condition
of the Borrower on the dates thereof and the results of its operations for the
periods then ended.  No Default.  Borrower is not in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions
contained in any agreement or instrument to which it is a party, except for
defaults that would not normally be expected to have a material adverse effect
on Borrower’s financial condition or results of operations.  To Borrower’s knowledge, no default has
occurred under any Permitted Liens.   ERISA.  Each employee
pension benefit plan, as defined in ERISA, maintained by Borrower meets, as of
the date hereof, the minimum funding standards of ERISA and all applicable
regulations thereto and requirements thereof, and of the Internal Revenue Code
of 1986, as amended.  No “Prohibited
Transaction” or “Reportable Event” (as both terms are defined by ERISA) has
occurred with respect to any such plan.


 


AFFIRMATIVE COVENANTS.  Borrower
agrees that from the date hereof and until final payment in full of the
Obligations, unless Bank shall otherwise consent in writing, Borrower will, and
will cause each Guarantor to:  Access to Books and Records.  Allow Bank, or its agents, during normal
business hours, access to the books, records and such other documents of
Borrower and the Guarantors as Bank shall reasonably require, and allow Bank to
inspect, audit and examine the same and to make extracts therefrom and to make
copies.  Such access and inspection after
the occurrence and during the continuance of a Default (as defined in the Note)
at Borrower’s own reasonable cost and expense.  
Business Continuity.  Conduct its business in substantially the same
manner as such business is now and has previously been conducted, subject to
the provisions set forth in the Negative Covenants subparagraph entitled “Permitted
Acquisitions”.  Certificate
of Full Compliance.  Deliver
to Bank, with the financial statements required herein, a certification by
Borrower’s Chief Financial Officer that Borrower is in full compliance with the
Loan Documents.  Compliance
with Other Agreements.  Comply
with all terms and conditions contained in this Agreement, and any other Loan
Documents, and swap agreements, if applicable, as defined in the 11 U.S.C. § 101,
as in effect from time to time.  Estoppel Certificate. 
Furnish, within 15 days after request by Bank, a written statement duly
acknowledged of the amount due under the Loan and identifying each outstanding
Letter of Credit, if any, and whether offsets or defenses exist against the
Obligations.  Insurance.  Maintain adequate insurance coverage with
respect to its properties and business against loss or damage of the kinds and
in the amounts customarily insured against by companies of established
reputation engaged in the same or similar businesses including, without
limitation, commercial general liability insurance, workers compensation
insurance, and business interruption insurance. 
Maintain Properties.  Maintain, preserve and keep its property in
good repair, working order and condition, making all replacements, additions
and improvements thereto necessary for the


 


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proper conduct of its
business, unless prohibited by the Loan Documents.  Notice of Default and
Other Notices.  (a) Notice of Default. 
Furnish to Bank immediately upon becoming aware of the existence of any
condition or event which constitutes a Default (as defined in the Loan
Documents) or any event which, upon the giving of notice or lapse of time or
both, may become a Default, written notice specifying the nature and period of
existence thereof and the actions which Borrower and the Guarantors are taking
or propose to take with respect thereto. 
(b) Other Notices.  Promptly notify Bank in writing of (i) any
material adverse change in Borrower’s or any of the Guarantors’ financial
condition or its business; (ii) any default under any material agreement,
contract or other instrument to which it is a party or by which any of its
properties are bound, or any acceleration of the maturity of any indebtedness
owing by Borrower or any of the Guarantors; (iii) any material adverse
claim against or affecting Borrower or any of the Guarantors or any part of
their respective properties; (iv) the commencement of, and any material
determination in, any litigation with any third party or any proceeding before
any governmental agency or unit affecting Borrower or any of the Guarantors; (v) at
least 30 days prior thereto, any change in Borrower’s or any of the Guarantors’
names or address as shown above; and (vi) any change in Borrower’s or any
of the Guarantors’ structure.  Other Financial Information. 
Deliver promptly such other information regarding the operation,
business affairs, and financial condition of Borrower and the Guarantors which
Bank may reasonably request.  Payment of Debts.  Pay
and discharge when due, and before subject to penalty or further charge, and
otherwise satisfy before maturity or delinquency, all obligations, debts,
taxes, and liabilities of whatever nature or amount, except those which
Borrower or the Guarantors in good faith dispute.  Reports and Proxies.  Deliver to Bank, promptly, a copy of all financial
statements, reports, notices, and proxy statements, sent by Borrower to
stockholders, and all regular or periodic reports required to be filed by
Borrower with any governmental agency or authority.  Additional Subsidiaries.  Within forty-five (45) days after the
creation or acquisition of any domestic subsidiary (any such subsidiary, a “New
Subsidiary”) of Borrower or Guarantor (including in connection with any
Permitted Acquisition), cause to be executed and delivered to Bank (A) a
duly executed joinder agreement in form and substance reasonably satisfactory
to Bank joining such New Subsidiary to the Guaranty Agreement and the Security
Agreement (together with updated schedules thereto), (B) favorable legal
opinions covering such matters consistent with opinions for this Agreement and
addressed to Bank in form and substance reasonably satisfactory to Bank with
respect to such joinder agreement, (C) original stock or other
certificates and stock or other transfer powers evidencing the ownership
interests of Borrower or such Guarantor, as applicable, in such New Subsidiary,
and (D) any other documents and certificates as may be reasonably
requested by Bank.


 


NEGATIVE COVENANTS.  Borrower agrees
that from the date hereof and until final payment in full of the Obligations,
unless Bank shall otherwise consent in writing, Borrower will not, and will not permit any Guarantor to:   Change in Fiscal Year.  Change its fiscal year.  Change of Control.  Make or suffer a change in the Borrower’s or
any Guarantor’s board of directors, such that the members of the Borrower’s or
the applicable Guarantor’s board of directors as of the date of this Agreement
fail to constitute a majority of the members of the boad; provided that
any individual becoming a member of the applicable board of directors who is
nominated by the applicable board of directors shall be treated as if he or she
were a member of the board as of the date of this Agreement.  Encumbrances.  Create,
assume, or permit to exist any mortgage, security deed, deed of trust, pledge,
lien, charge or other encumbrance on any of its assets,


 


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whether now owned or hereafter acquired, other than: (i) security
interests required by the Loan Documents; (ii) liens for taxes contested
in good faith; (iii) liens accruing by law for employee benefits; (iv) Permitted
Liens or (v) acquired indebtedness to the extent permitted in the Financial Covenants subparagraph
entitled “Limitation on Debt”.  Guarantees.  Guarantee or otherwise become responsible for
obligations of any other person or entity.  Permitted
Acquisitions.  Purchase,
own, invest in or otherwise acquire, directly or indirectly, any capital stock,
interests in any partnership or joint venture except for investments by
Borrower or any Guarantor in the form of acquisitions of all or substantially
all of the business or a line of business (whether by the acquisition of
capital stock, assets or any combination thereof) of any other person if each
such acquisition meets all of the following requirements (such acquisitions
being, “Permitted Acquisitions”):  (a) the
person to be acquired shall be in an electronic commerce line of business; (b) evidence
of approval of the acquisition by the acquiree’s board of directors or equivalent
governing body or a copy of the opinion of counsel delivered by legal counsel
to the acquiree in connection with the acquisition which evidences such
approval shall be delivered to Bank at the time the documents referred to in
the Affirmative Covenants subparagraph entitled “Additional Subsidiaires” are
required to be delivered; (c) a description of the acquisition shall have
been delivered to Bank prior to the consummation of the acquisition; (d) Borrower
or such Guarantor, as applicable, shall be the surviving person and no change
of control under this Agreement shall have been effected thereby; (e) Borrower
shall have demonstrated to Bank pro  forma compliance (as of
the date of the proposed acquisition and after giving effect thereto and any
Advances made or to be made in connection therewith) with each covenant
contained in this Agreement; provided
that each of the financial covenants set forth below shall be recomputed as of
the last day of the most recently ended fiscal quarter of Borrower as if such
acquisition had occurred on the first day of such Calculation Period (as
defined below); (f) Borrower shall have delivered to
Bank such documents set forth in the Affirmative Covenants subparagraph
entitled “Additional Subsidiaires” within the period of time set forth therein;
(g) Borrower shall have delivered to Bank an updated Schedule 1
to the Security Agreement prior to the consummation of the acquisition; (h) the
person to be acquired shall: (A) demonstrate positive EBITDA for the most
recent twelve (12) month period then ended, both prior to the acquisition and
after giving effect thereto, by providing Bank copies of the most recent
financial statements and projections, all in form and substance reasonably
satisfactory to Bank or (B) be approved by Bank prior to the consummation
of such acquisition; and (i) Borrower shall provide such other documents
and other information as may be reasonably requested by Bank in connection with
the proposed acquisition.  Other Investments.  Purchase any stock, securities, or evidence
of indebtedness of any other person or entity except: (a) investments in
direct obligations of the United States Government and certificates of deposit
of United States commercial banks having a tier 1 capital ratio of not less
than 6%, and, then in an amount not exceeding 10% of the issuing bank’s
unimpaired capital and surplus; (b) investments by Borrower or any
Guarantor in: (A) its subsidiaries in existence on the date hereof
or (B) any of its subsidiaries that are formed or acquired after the date
hereof, so long as Borrower complies with the Affirmative Covenants
subparagraph entitled “Additional Subsidiaires”; (c) Permitted Acquisitions and (d) accounts receivable
of Borrower or its subsidiaries arising in the ordinary course of business in
connection with the compromise or collection thereof.  Default on
Other Contracts or Obligations. 
Default on any material contract with or obligation when due to a third
party or default in the performance of any obligation to a third party incurred
for money borrowed.  Judgment
Entered.  Other than as
permitted under the definition of “Permitted


 


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Liens,” permit the entry of any monetary judgment or the
assessment against, the filing of any tax lien against, or the issuance of any
writ of garnishment or attachment against any property of or debts due Borrower
and its subsidiaries.  Prepayment of Other Debt. 
Retire any long-term debt entered into prior to the date of this
Agreement at a date in advance of its legal obligation to do so; provided
that (i) Borrower may retire the existing line of credit between Bank and
Borrower dated as of February 4,
2005 in the principal amount of $3,000,000.00 (as modified on December 1,
2005 to increase the current principal amount of such existing line of credit
to $7,500,000.00) and (ii) Borrower
and any Guarantor may make earn-out and deferred payments in connection
with Permitted Acquisitions.


 


ANNUAL FINANCIAL STATEMENTS.  Borrower shall deliver to Bank, as soon as
available, but in any event within the period within which the Borrower is
required to deliver its annual report on Form 10-K under the Securities
Exchange Act of 1934 and the regulations promulgated by the U.S. Securities and
Exchange Commission thereunder for each fiscal year, audited financial
statements reflecting its operations during such fiscal year, including,
without limitation, its audited consolidated and unaudited consolidating
balance sheets and related statements of operations, stockholders’ equity and
cash flows as of the end of and for the fiscal year then ended and prepared in
accordance with GAAP, all such consolidated financial statements being
certified by Borrower’s independent registered public accountants (without a “going concern” or like
qualification or exception and without any qualification or exception as to the
scope of such audit) and certified by Borrower’s Chief Financial Officer as
presenting fairly in all material respects the financial condition and results
of operations of Borrower in accordance with generally accepted accounting
principles consistently applied.


 


PERIODIC FINANCIAL STATEMENTS.  As soon as available, but in any event within the
period within which the Borrower is required to deliver its quarterly report on
Form 10-Q under the Securities Exchange Act of 1934 and the regulations
promulgated by the U.S. Securities and Exchange Commission thereunder for each
of the first three fiscal quarters of Borrower, its consolidated and
consolidating balance sheets of Borrower and related statements of operations,
stockholders’ equity and cash flows as of the end of and for such fiscal
quarter and the then elapsed portion of the fiscal year, setting forth in each
case in comparative form the figures for the corresponding date or period or
periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by its Chief Financial Officer as
presenting fairly in all material respects the financial condition and results
of operations of Borrower in accordance with generally accepted accounting principles consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes.


 


FINANCIAL COVENANTS.  Borrower agrees
to the following provisions from the date hereof until final payment in full of
the Obligations, unless Bank shall otherwise consent in writing, using the
financial information for Borrower (for purposes of this paragraph, the term “Borrower”
shall be deemed to mean “the Borrower and its subsidiaries on a consolidated
basis”): Total Debt to EBITDA Ratio.   Borrower shall, at all times, maintain
a Total Debt to EBITDA Ratio of not more than 2.00 to 1.00.  This covenant shall be calculated quarterly,
on a rolling four quarters basis (the “Calculation Period”), and with respect
to any subsidiary that was not a subsidiary of Borrower during the entirety of
the Calculation Period (each, a “Partial Term Subsidiary”), shall include
EBITDA generated by the Partial Term Subsidiary, including its


 


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predecessor entity (if any), during the entirety of the
Calculation Period; provided that (i) Bank shall have received: (a) audited
financial statements for such Partial Term Subsidiary for each fiscal quarter
during the applicable Calculation Period, (b) audited financial statements
as of the end of a prior
fiscal year that include such Partial Term
Subsidiary’s operations for the applicable Calculation Period or (c) unaudited
financial statements reflecting such Partial Term Subsidiary’s operations for
the applicable Calculation Period that: (i) are certified as true
and accurate by the Borrower and (ii) have
been reviewed and approved by Bank in its reasonable discretion.  “Total
Debt to EBITDA Ratio” shall mean the sum of all Total Debt divided by the sum
of earnings before interest, taxes, depreciation and amortization (including
amortization of goodwill and other intangibles). “Total Debt” shall mean, as
applied to any person or entity, the sum of all indebtedness for borrowed
money, (including, without limitation, capital lease obligations, subordinated
debt (including debt subordinated to the Bank), and unreimbursed drawings under
letters of credit), or any other monetary obligation evidenced by a note, bond,
debenture or other agreement or similar instrument of that person or
entity.  Deposit Relationship.
 Borrower shall maintain its primary depository account and cash
management account with Bank.  Capital Expenditures.
 Borrower shall not, during any fiscal year, expend on gross fixed assets
(excluding the pro forma impact of Permitted Acquisitions consummated during
such fiscal year, but including gross leases to be capitalized under generally
accepted accounting principles and leasehold improvements) an amount exceeding
$2,000,000.00 in the aggregate.  Net Worth.
 Borrower shall, at all times, maintain a Net Worth of not less
than an amount equal to the sum of (i) $36,900,000 plus (ii) fifty
percent (50%) of Borrower’s net income for each fiscal quarter after the
Closing Date (the “Minimum Net Worth Amount”); provided that the Minimum
Net Worth Amount for any fiscal quarter following the Closing Date shall exceed
the Minimum Net Worth for the immediately preceeding fiscal quarter by an
amount equal to or greater than $1.00. “Net
Worth” shall mean total assets minus Total Liabilities. “Total Liabilities”
shall mean all liabilities of Borrower, including capitalized leases and all
reserves for deferred taxes, debt fully subordinated to Bank on terms and
conditions acceptable to Bank, and other deferred sums appearing on the
liabilities side of a balance sheet and all obligations as lessee under
off-balance sheet synthetic leases of Borrower, all in accordance with
generally accepted accounting principles applied on a consistent basis.  Fixed Charge Coverage Ratio.  Borrower shall, at all
times, maintain a Fixed Charge Coverage Ratio of not less than 2.50 to
1.00.  This covenant shall be calculated
quarterly for the preceding Calculation Period, and with respect to any Partial
Term Subsidiary, shall include EBITDA generated by the Partial Term Subsidiary,
including its predecessor entity (if any), during the entirety of the
Calculation Period; provided
that (i) Bank shall have received: (a) audited financial statements for
such Partial Term Subsidiary for each fiscal quarter during the applicable
Calculation Period, (b) audited financial statements as of the end of a
prior fiscal year that include such Partial Term Subsidiary’s operations for
the applicable Calculation Period or (c) unaudited financial statements
reflecting such Partial Term Subsidiary’s operations for the applicable
Calculation Period that: (i) are certified as true and accurate by the
Borrower and (ii) have been reviewed and approved by Bank in its reasonable
discretion.
“Fixed Charge Coverage Ratio” shall mean the sum of net income from operations
calculated in accordance with GAAP, depreciation and amortization minus all
dividends, withdrawals and non-cash income divided by the sum of all current
maturities of long-term debt, capital lease obligations and un-financed capital
expenditures.  Limitation on Debt.
 Borrower shall not, directly or indirectly, create, incur, assume or
become liable for any additional indebtedness, whether contingent or direct: (A)


 


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if, giving effect to such additional debt on a pro forma
basis causes the aggregate amount of Borrower’s debt, excluding obligations to
Bank, to exceed $5,000,000.00 or (B) unless approved by Bank prior to the creation, incurrence, assumption or becoming
liable for any additional indebtedness. 
Additional debt shall be on substantially the same or more favorable
terms as the Loan Documents and be unsecured debt unless Bank shall otherwise
consent in writing.  Dividends.
 Borrower shall not, during any fiscal year, declare or pay dividends or
make other distributions to its shareholders in an amount in excess of 50.00%
of its net income.  Said amount may be
paid only after providing for the prior satisfaction of all accrued taxes and
debt service.  In no event shall Borrower
declare or pay a dividend or make any other distribution if there shall exist a
Default or a condition which, upon the giving of notice or lapse of time or
both, would become a Default under the Loan Documents.   Calculation of
EBITDA.  For
the purposes of determining EBITDA for any Calculation Period during which a
Permitted Acquisition is consummated, EBITDA shall be adjusted in a manner
reasonably satisfactory to Bank to give effect to the consummation of such
Permitted Acquisition on a pro  forma basis in accordance with
GAAP, as if such Permitted Acquisition occurred on the first day of such
Calculation Period.


 


CONDITIONS TO CLOSING.  The obligations of Bank to close this
Agreement, make the loan and any advances and to issue any Letters of Credit pursuant
to this Agreement on the date hereof are subject to the following conditions
precedent:  Letter of
Credit  Documents.  Receipt by Bank of  all documents
required by Bank in connection with Letters of Credit, including without
limitation, applications therefor, all in form satisfactory to Bank.  Operating Documents.  Receipt by Bank of a copy of
Borrower’s by-laws, partnership agreement, or operating agreement, certified as
to completeness and accuracy by an appropriate officer, manager or partner of
Borrower.  Charter
Documents.  Receipt by Bank of
a copy of Borrower’s Articles of Incorporation or Organization, as appropriate
for the legal entity and all other charter documents of Borrower, all certified
by the Secretary of State of the state of Borrower’s incorporation or
organization, as appropriate. Certificate of Good
Standing.  Receipt by Bank of
a certificate of the Secretary of State of the state of Borrower’s
incorporation or organization, as applicable, as to the good standing of
Borrower.  Certificate
of Incumbency.  Receipt by
Bank from Borrower of a certificate of an appropriate officer of Borrower as to
the incumbency an signatures of the officers of Borrower executing the Loan
Documents.  Borrowing
Authorization.  Receipt by Bank of a borrowing resolution from Borrower or other
proof of authority to enter into the transactions contemplated herein.  Deposit Account.  Establishment by Borrower of a demand deposit
account at Bank into which advance of the loan may be credited and from which
monthly payments shall be automatically deducted in connection with the
Loan.  Additional Documents.  Receipt by Bank of such additional supporting
documents as Bank or its counsel may reasonably request.  Opinion of Counsel.  Receipt by Bank of a written opinion of the
counsel of Borrower acceptable to Bank that includes confirmation of the
following:  (a) The accuracy of the
representations set forth in this Agreement in the Representations
subparagraphs entitled “Authorization; Non-Contravention”; “Compliance with
Laws”, and “Organization and Authority”. 
(b) The Agreement and other Loan Documents have been duly executed
and delivered by Borrower and constitute the legal, valid and binding
obligations of Borrower, enforceable in accordance with their terms.  (c) No registration with, consent of,
approval of, or other action by, any federal, state or other governmental
authority or regulatory body is required by law in connection with the execution


 


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and delivery of this
Agreement and the other Loan Documents, or the extension of credit under this
Agreement or the other Loan Documents, or, if so required, such registration
has been made, and such consent or approval given or such other appropriate
action taken.  (d) The loan and the
interest rate applicable to Letter of Credit reimbursement obligations are not
usurious.  (e) The Loan Documents
create the priority of lien on or security interest in the Collateral (as
defined in the Loan Documents) that is contemplated by the Loan Documents.  Commitment Fee.  Receipt by Bank of a commitment fee equal to
0.30% times the face amount of the Note.


 


CONDITIONS
TO ALL ADVANCES.  The
obligations of Bank to make any loan and any advances and to issue any Letters
of Credit pursuant to this Agreement are subject to the satisfaction of the
following conditions precedent on the relevant advance or issuance date: (a) The
representations and warranties contained in this Agreement and in the other
Loan Documents shall be true and correct on and as of such advance or issuance
date with the same effect as if made on and as of such date; except for any
representation and warranty made as of an earlier date, which representation
and warranty shall remain true and correct as of such earlier date and (b) no
Default shall have occurred and be continuing: (i) on the advance date
with respect to such Loan or after giving effect to the Loans to be made on
such date or (ii) on the issuance date with respect to such Letter of
Credit or after giving effect to the issuance of such Letter of Credit on such
date.


 


COUNTERPARTS.  This
Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and shall be binding upon all parties, their
successors and assigns, and all of which taken together shall constitute one
and the same agreement.


 


 


[Signature Pages Follow]


 


9

















 


IN WITNESS WHEREOF, Borrower and Bank, on the day and year first written above, have
caused this Agreement to be executed under seal.


 


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
   

  
	
  [CORPORATE SEAL]

  	
  CGI HOLDING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard M. Jacobs

  
	
   

  	
   

  	
  Name:

  	
  Gerard M. Jacobs

  
	
   

  	
   

  	
  Title:

  	
  CEO

  



 


 


[Signature Pages Continue]


 


 


[Loan Agreement – CGI Holding Corporation]


 

















 


	
   

  	
  BANK:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ C. Douglass Riddle

  
	
   

  	
   

  	
  Name:

  	
  C. Douglass Riddle

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President