March 21, 1998
To: Xxxxxxxx Bros. Construction, Inc.
000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxxx 00000
SECOND AMENDMENT
TO LETTER AGREEMENT
Ladies and Gentlemen:
This second 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 (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 March 21, 1998:
"1. Subject to the provisions of this letter
agreement, at the Borrower's request, the Bank shall
make loans to the Borrower during the period from the
date of this letter agreement 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 Amendment and Restatement of Promissory
Note dated March 21, 1997, payable to the order of
the Bank in the principal amount of $1,500,000.00, as
amended by Second Amendment and Extension of
Promissory Note dated March 21, 1998 (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(b) of the Letter Agreement is hereby deleted in
its entirety and the following paragraph inserted in lieu
thereof effective as of March 21, 1998:
"`Determination Date' shall mean March 21, 1998, June
21, 1998, September 21, 1998, December 21, 1998 and
March 21, 1999."
(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:______________________________________________
Its:_____________________________________________
Xxxxxxxx Bros. Construction, Inc. agrees to this Amendment to Letter
Agreement.
Executed as of March 21, 1998.
XXXXXXXX BROS. CONSTRUCTION, INC.,
a Minnesota corporation
By:______________________________________
Its:_____________________________________
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 and March 21, 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
