EXHIBIT 10.3
April 29, 1998
To: Xxxxxxxx Bros. Construction, Inc.
000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxx 00000
THIRD AMENDMENT
TO LETTER AGREEMENT
Ladies and Gentlemen:
This third amendment to letter agreement (the "Amendment") is being
executed in order to amend certain of the terms and conditions contained in that
certain letter agreement dated March 21, 1996, as previously amended by
Amendment to Letter Agreement dated March 21, 1997, and by Second Amendment to
Letter Agreement dated March 21, 1998 (hereinafter referred to as the "Letter
Agreement") between Xxxxxxxx Bros. Construction, Inc., a Minnesota corporation
(the "Borrower"), and U.S. Bank National Association, a national banking
association, formerly known as First Bank National Association (the "Bank"). In
consideration of the mutual agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties, the Borrower and the Bank agree to further amend
the Letter Agreement as follows:
(a) Paragraph 1 of the Letter Agreement, as previously amended, is
hereby deleted in its entirety and the following paragraph
inserted in lieu thereof effective as of April 29, 1998:
"1. Subject to the provisions of this letter
agreement, at the Borrower's request, the Bank shall
make loans to the Borrower (a) during the period from
the date of this letter agreement to August 31, 1998
in an aggregate amount not exceeding $2,300,000.00 at
any time outstanding, and (b) during the period from
September 1, 1998 to May 31, 1999 in an aggregate
amount not exceeding $1,500,000.00 at any time
outstanding (the "Line of Credit"). The Line of
Credit is a revolving line of credit, and the
Borrower may borrow, prepay and reborrow under the
Line of Credit. The Borrower's obligation to repay
such loans and to pay interest and other charges,
fees and expenses thereon is evidenced by the
Borrower's Third Amendment and Restatement of
Promissory Note dated April 29, 1998, payable to the
order of the Bank in the principal amount of
$2,300,000.00 (together with any additional
amendments, extensions, renewals and replacements
thereof, called the "Revolving Note"). The Bank shall
have no obligation to make any such loan after the
occurrence
of any default or event of default under the
Revolving Note or any other agreement of the Borrower
with the Bank, or any other event that would
accelerate or allow the Bank to accelerate payment of
the Revolving Note. The Borrower shall use all
proceeds of such loans solely for working capital of
the Borrower."
(b) Paragraph 4(a) of the Letter Agreement is hereby deleted in
its entirety and the following paragraph inserted in lieu
thereof effective as of April 29, 1998:
"`Borrowing Base' shall mean:
(a) during the period from April 29, 1998
through August 31, 1998, the sum of (i)
$1,100,000.00, plus (ii) the aggregate fair
market value of the Borrower's investments
which the Bank, in its sole discretion,
shall deem acceptable, and in which the Bank
shall have a perfected security interest
constituting a first lien in form and
substance acceptable to the Bank; and
(b) during the period from September 1, 1998
through May 31, 1999, the sum of (i)
$300,000.00, plus (ii) the aggregate fair
market value of the Borrower's investments
which the Bank, in its sole discretion,
shall deem acceptable, and in which the Bank
shall have a perfected security interest
constituting a first lien in form and
substance acceptable to the Bank."
(c) Exhibit A attached to the Letter Agreement is hereby deleted
in its entirety and replaced with Exhibit A attached hereto
and made a part hereof.
(d) Except as herein expressly modified, all of the terms and
conditions of the Letter Agreement shall remain in full force
and effect.
Sincerely,
U.S. BANK NATIONAL ASSOCIATION,
a national banking association, formerly known as
First Bank National Association
By:
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Its:
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Xxxxxxxx Bros. Construction, Inc. agrees to this Third Amendment to
Letter Agreement.
Executed as of April 29, 1998.
XXXXXXXX BROS. CONSTRUCTION, INC.,
a Minnesota corporation
By:
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Its:
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EXHIBIT A
XXXXXXXX BROS. CONSTRUCTION, INC.
BORROWER'S CERTIFICATE
I, _______________________, the chief financial officer of Xxxxxxxx
Bros. Construction, Inc., a Minnesota corporation (the "Borrower"), pursuant to
the letter agreement dated March 21, 1996, as modified by amendments to letter
agreement dated March 21, 1997, March 21, 1998 and April 29, 1998, respectively
(collectively, the "Agreement"), hereby certify to U.S. Bank National
Association, formerly known as First Bank National Association (the "Bank"):
1. As of the close of business on ____________, 199___ (the most
recent Determination Date), the aggregate fair market value of
the Borrower's investments in account number 000303451 at FBS
Investment Services, Inc. was $_______________.
2. As of the date of this Certificate, no event has occurred
which constitutes a default or an event of default under the
Revolving Note (as defined in the Agreement), or an event that
would accelerate or allow the Bank to accelerate payment of
the Revolving Note, or would constitute any default or event
of default under the Revolving Note with notice or the passage
of time or both.
Date of Certificate: __________________, 19_____
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Signature
