exv10w20



 





Exhibit 10.20




AMENDMENT NO. 12 TO

LOAN AGREEMENT




     This Amendment No. 12 to Loan Agreement (the “Amendment”) is dated as of the 21st day of
December, 2006 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:




     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, 2007.”




     1.2. The proviso in the first sentence of Section 2.5 of the Loan Agreement 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 December 31, 2009 in an aggregate face amount not to
exceed $1,500,000.”



     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 $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.



     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.



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     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
	 	Steven Pollema
 

	 	 
	 

	 	Its
	 	Vice President, Operations and CFO
 

	 	 
	 
	 	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION, as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	Erin Frey
 

	 	 
	 

	 	Its
	 	Vice President
 

	 	 






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