EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT (this "Amendment") dated as of May 28, 1998, amends
and modifies that certain Credit Agreement, dated as of October 1, 1990, as
amended pursuant to Amendments dated as of June 12, 1992, December 31, 1992,
November 8, 1993, February 8, 1994, April 10, 1995, September 27, 1996, and May
27, 1997 (as so amended, the "Credit Agreement"), between GRACO INC., a
Minnesota corporation (the "Company") and U.S. BANK NATIONAL ASSOCIATION,
formerly known as First Bank National Association (the "Bank"). Terms not
otherwise expressly defined herein shall have the meanings set forth in the
Credit Agreement.
FOR VALUE RECEIVED, the Company and the Bank agree that the Credit
Agreement is amended as follows:
ARTICLE I - AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Change of Bank Name. The reference to "First Bank National Association"
is hereby changed to "U.S. Bank National Association" at all places that it
appears in the Loan Documents.
1.2 Defined Terms. The definition of "Maturity Date" in Section 1.01 is
amended to read as follows:
"'Maturity Date': July 2, 1998"
1.3 Note. The Loans shall continue to be evidenced by the Note dated April
10, 1995 in the principal amount of $25,000,000.
ARTICLE II - REPRESENTATIONS AND WARRANTIES
To induce the Bank to enter into this Amendment and to make and maintain
the Loans under the Credit Agreement as amended hereby, the Company hereby
warrants and represents to the Bank that it is duly authorized to execute and
deliver this Amendment, and to perform its obligations under the Credit
Agreement as amended hereby, and that this Amendment constitutes the legal,
valid and binding obligation of the Company, enforceable in accordance with its
terms.
ARTICLE II - CONDITIONS PRECEDENT
This Amendment shall become effective on the date first set forth above,
provided, however, that the effectiveness of this Amendment is subject to the
satisfaction of each of the following conditions precedent:
2.1 Warranties. Before and after giving effect to this Amendment, the
representations and warranties in Section 6 of the Credit Agreement shall be
true and correct as though made on the date hereof, except for changes that are
permitted by the terms of the Credit Agreement. The execution by the Company of
this Amendment shall be deemed a representation that the Company has complied
with the foregoing condition.
2.2 Defaults. Before and after giving effect to this Amendment, no Event of
Default and no Unmatured Event of Default shall have occurred and be continuing
under the Credit Agreement. The execution by the Company of this Amendment shall
be deemed a representation that the Company has complied with the foregoing
condition.
2.3 Documents. The Company shall have delivered this Amendment
appropriately completed and duly executed by Borrower and the Bank.
ARTICLE III - GENERAL
3.1 Expenses. The Company agrees to reimburse the Bank upon demand for all
reasonable expenses, including reasonable fees of attorneys (who may be
employees of the Bank) and legal expenses incurred by the Bank in the
preparation, negotiation and execution of this Amendment and any other document
required to be furnished herewith, and in enforcing the obligations of the
Company hereunder, and to pay and save the Bank harmless from all liability for,
any taxes which may be payable with respect to the execution or delivery of this
Amendment, which obligations of the Company shall survive any termination of the
Credit Agreement.
3.2 Counterparts. This Amendment may be executed in as many counterparts as
may be deemed necessary or convenient, and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed an
original but all such counterparts shall constitute but one and the same
instrument.
3.3 Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provisions in any other jurisdiction.
3.4 Law. This Amendment shall be a contract made under the laws of the
State of Minnesota, which laws shall govern all the rights and duties hereunder.
3.5 Successors; Enforceability. This Amendment shall be binding upon the
Company and the Bank and their respective successors and assigns, and shall
inure to the benefit of the Company and the Bank and the successors and assigns
of the Bank. Except as hereby amended, the Credit Agreement shall remain in full
force and effect and is hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed at Minneapolis, Minnesota by their respective officers thereunto duly
authorized as of the date first written above.
GRACO INC.
By:/s/Xxxx X. Xxxxxxx
Title: Treasurer
U.S. BANK NATIONAL ASSOCIATION
By: /s/Xxxxxxx X. Xxxxxx
Title: Assistant Vice President
