EXHIBIT 10.13
NINTH AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT made and entered into as of the 12th day of November,
2001 by Xxxxxx Investment Corporation, a Minnesota corporation (herein called
"Borrower") for the benefit of Diversified Business Credit, Inc., a Minnesota
Corporation (herein called "Lender").
WITNESSETH
WHEREAS, Borrower and Lender previously entered into that certain
Credit Agreement dated as of November 18, 1986, as amended by that certain
Amendment to Credit Agreement dated June 23, 1993, that certain Second Amendment
to the Credit Agreement dated June 12, 1995, that certain Third Amendment to the
Credit Agreement dated September 30, 1996, that certain Fourth Amendment to the
Credit Agreement dated July 1, 1997, that certain Fifth Amendment to the Credit
Agreement dated February 27, 1998, that certain Sixth Amendment to the Credit
Agreement dated April 8, 1999, that certain Seventh Amendment to the Credit
Agreement dated April 4, 2000, that certain Eighth Amendment to the Credit
Agreement dated December 21, 2000 (collectively, the Credit Agreement together
with the Ninth Amendment are herein called the "Credit Agreement").
WHEREAS, Borrower and Lender desire to alter, amend and modify the
Credit Agreement as hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Definitions "Real Estate Borrowing Base" is hereby deleted
therefrom in its entirety and the following is hereby inserted
in lieu thereof:
"Real Estate Borrowing Base" shall mean 80% of the purchase
price of Eligible Real Estate Inventory plus at the Lender's
sole discretion up to eighty percent (80%) of the Eligible
Development Costs of Eligible Real Estate Inventory, provided,
however the Real Estate Borrowing Base shall not exceed Five
Million Dollars ($8,500,000).
2. The first paragraph of 2(b) REAL ESTATE LOAN FACILITY of the
Third Amendment is hereby deleted in its entirety therefrom
and the following is hereby inserted in lieu thereof:
(b) REAL ESTATE LOAN FACILITY. Subject to the terms and
conditions of this Credit Agreement, Lender shall make
Advances upon the request or the Borrower pursuant to a Real
Estate Loan Facility. Subject to Paragraph 2(b) of this Ninth
Amendment, the maximum aggregate principal amount of all
Advances outstanding at any one time under the Real Estate
Loan Facility shall not exceed the lower of (i) Eight Million
Five Hundred Thousand Dollars ($8,500,000) or (ii) the Real
Estate Borrowing Base or (iii) the aggregate principal amount
of advances outstanding under the Receivable Revolving Loan
Facility, the Laurentian Loan Facility and the Supplemental
Loan Facility.
3. Paragraph 2(d) of the Seventh Amendment is hereby deleted
therefrom in its entirety and the following is hereby inserted
in lieu thereof:
2(d) SUPPLEMENTAL LOAN FACILITY. Subject to the terms and
conditions of this Credit Agreement Lender shall make Advances
upon the request o f the Borrower pursuant to a Supplemental
Loan Facility. Subject to Paragraph 2(d) of this Ninth
Amendment, the maximum aggregate principal amount of all
Advances outstanding at any one time under the Supplemental
Loan Facility shall not exceed the lower of (i) Four Million
($4,000,000) or (ii) (25%) of the principal amount of Advances
outstanding under the Receivable Revolver Loan Facility, Real
Estate Loan Facility, Laurentian Loan Facility and the
Supplemental Loan Facility.
4. Paragraph 3 of the Eighth Amendment is hereby deleted in its
entirety and the following is hereby inserted in lieu thereof:
OVER ADVANCES. Notwithstanding any other provisions of this
Credit Agreement, if at any time the aggregate principal
amount of Advances outstanding under this Credit Agreement or
any commitment hereunder shall exceed (i) Seventeen Million
Five Hundred Thousand Dollars ($17,500,000.00), or (ii) any
other limitation set forth herein, the Borrower shall
immediately pay to the Lender the amount by which said
principal amount exceeds such limitation.
5. Except as expressly amended hereby or previously amended in
writing, the Credit Agreement and Security Documents shall
remain in full force and effect in accordance with their
original terms and binding upon and enforceable against
Borrower, and not subject to any defense, counterclaim or
right of setoff.
IN WITNESS WHEREOF, this Amendment to the Credit Agreement has been
duly executed and delivered by the proper officers thereunto duly authorized on
the day and year first above written.
Xxxxxx Investment Corporation
By /s/ Xxxxxx X. Xxxxxx
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Its President
ADDRESS:
Xxxxx 000
00 Xxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
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Accepted at Minneapolis, MN
on November 12, 2001.
Diversified Business Credit, Inc.
By /s/
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Its Vice President
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