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EXHIBIT 10D(4)
FOURTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is dated
as of May 15, 2001 ("this Amendment"), by and among NORSTAN, INC., a Minnesota
corporation (the "Borrower"), the banks which are signatories hereto (each
individually, a "Bank," and collectively, the "Banks"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, one of the Banks, as agent for the
Banks (in such capacity, the "Agent").
RECITALS
A. The Borrower, the Banks and the Agent are parties to an Amended and
Restated Credit Agreement dated as of December 20, 2000, as amended by a First
Amendment to Amended and Restated Credit Agreement dated as of March 19, 2001,
as amended by a Second Amendment to Amended and Restated Credit Agreement dated
as of March 30, 2001 and as amended by a Third Amendment to Amended and Restated
Credit Agreement dated as of April 4, 2001 (as amended, the "Credit Agreement").
B. The Borrower, Syncromesh Consulting, Inc. ("Syncromesh"), and
(solely with respect to Article V thereof) Xxxxx X. Xxxxx have entered into, and
consummated the transactions contemplated by, that certain Stock Purchase
Agreement dated as of April 30, 2001 among them (the "Consulting Sale
Agreement") whereunder, among other things, the Borrower has sold to Syncromesh
all of the issued and outstanding common stock in Norstan Consulting Holding
Company, a Minnesota corporation ("NCHC"). NCHC owns all of the issued and
outstanding common stock in Norstan Consulting, Inc., a Minnesota corporation
("Consulting").
C. The Borrower has requested that the Banks (i) consent to the
Consulting Sale Agreement and the transactions consummated thereby, and (ii)
agree to amend certain provisions of, and waive certain Events of Default under,
the Credit Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. Definitions. Capitalized terms used herein and not otherwise
defined herein, but which are defined in the Credit Agreement, shall have the
meanings ascribed to such terms in the Credit Agreement unless the context
otherwise requires.
Section 2. Amendments to Credit Agreement. Subject to Section 5 hereof,
the Credit Agreement is hereby amended as follows:
(a) Amended Definitions. Section 1.1 of the Credit Agreement
is amended by deleting the definitions of "Guarantors" and "Pledge
Agreements" as they appear therein
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and substituting in lieu thereof the following definitions in the
appropriate alphabetical order:
"Consulting": Norstan Consulting, Inc., a Minnesota
corporation.
"Consulting Cash Portion": The initial payment of
$500,000 payable by Syncromesh, Inc. to the Borrower pursuant
to Section I(B) of the Consulting Sale Agreement.
"Consulting Note Documents": Collectively, (a) that
certain promissory note dated April 30, 2001 made by
Syncromesh, Inc. in favor of the Borrower in the amount of
$1,500,000 (the "Consulting Purchaser Note"), (b) that certain
promissory note dated October 28, 1999 made by XxxxXxxxxx.xxx,
Inc. in favor of Consulting in the original principal amount
of $1,801,943.01, (c) that certain promissory note dated
January 22, 2001 made by Substance Abuse Management, Inc. in
favor of Consulting in the original principal amount of
$1,500,000, (d) that certain guaranty dated January 22, 2001
made by Xxxxx Xxxxxxxx in favor of Consulting whereunder such
individual has guaranteed payment of the note specified in the
forgoing subparagraph (c), and (e) that certain assignment
agreement dated as of April 30, 2001 whereunder Consulting has
absolutely and irrevocably assigned to the Borrower the notes
and guaranty specified in the forgoing subparagraphs (b), (c)
and (d).
"Consulting Purchaser Note": As defined in the
definition of "Consulting Note Documents" contained in Section
1.1 hereof.
"Consulting Sale Agreement": That certain Stock
Purchase Agreement dated as of April 30, 2001 between
Syncromesh, Inc., the Borrower and (solely with respect to
Article V of such agreement) Xxxxx X. Xxxxx.
"Consulting Sale Collateral": Collectively, (a) the
Consulting Note Documents and the Consulting Sale Agreement
and the instruments and other agreements evidencing the
Consulting Note Documents or the Consulting Sale Agreement,
and all interest, cash, instruments, agreements and other
property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the
Consulting Note Documents or the Consulting Sale Agreement,
(b) any and all collateral security and guaranties now or
hereafter securing or guarantying all or any items of the
Consulting Note Documents or the Consulting Sale Agreement,
and all agreements granting such security or guaranties, and
all rights, remedies, powers and privileges of the Borrower
under all of the foregoing, and (c) all proceeds of any and
all of the foregoing (including proceeds that constitute
property of types described above in this definition).
"Guarantors": Norstan Financial Services, Inc., a
Minnesota corporation; Norstan Communications, Inc., a
Minnesota corporation; Norstan Network Services, Inc., a
Minnesota corporation; Norstan International, Inc., a
Minnesota corporation; Norstan-UK Limited, a corporation
incorporated in London,
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England; Norstan Canada, Ltd., a Canadian corporation; Vibes
Technologies, Inc., a Minnesota corporation; Norstan Canada,
Inc. a Minnesota corporation; Norstan Information Systems,
Inc., a Minnesota corporation; and Norstan Network Services of
New Hampshire, Inc., a New Hampshire corporation
"Net Proceeds": With respect to the sale or
disposition of property, sale of capital stock and offering of
debt securities by the Borrower or a Subsidiary, or other
non-recurring event, an amount equal to (a) the cash
(including deferred cash proceeds and all amounts received
from time to time upon the Consulting Sale Collateral) and
other consideration received by the Borrower or a Subsidiary
in connection with such transaction or event, minus (b) the
sum of (i) the unpaid principal balance on the date of any
such sale or offering of any Indebtedness that is secured by a
Lien not proscribed by Section 6.12 and affecting such
property, and which is required to be repaid on the date of
such sale or offering, (ii) any closing costs or selling costs
payable upon the consummation such sale or offering (other
than Permitted Consulting Sale Costs), (iii) any sales or
income tax paid or payable by the Borrower in connection with
such transaction or event (excluding any tax for which the
Borrower is reimbursed by the purchaser) and (iv) in the case
of the amounts received upon the Consulting Cash Portion and
the Consulting Purchaser Note (and not in the case of any
amounts received upon any other Consulting Sale Collateral),
the Permitted Consulting Sale Costs.
"Permitted Consulting Sale Costs": As of any date of
any determination, the following amounts: (a) all amounts
payable on or before such date upon Consulting's trade
accounts payable and accrued payroll obligations (other than
severance obligations specified in SectionV(B) of the
Consulting Sale Agreement) assumed by the Borrower pursuant to
Section I(B) of the Consulting Sale Agreement and (b) all
other amounts payable on or before such date under the
Consulting Sale Agreement (including severance costs incurred
under Section V(B) of the Consulting Sale Agreement, but
excluding any indemnification obligations under Sections V(B)
or X(A) of the Consulting Sale Agreement or otherwise),
provided that the "Permitted Consulting Sale Costs" shall not
include (i) any amounts payable in excess of (A) $2,000,000,
in the case of amounts specified in clause (a) of this
definition and (B) $600,000, in the case of amounts specified
in clause (b) of this definition and (ii) any amounts which,
prior to such determination, have been deducted from the
proceeds of Consulting Sale Collateral in determining whether
any Net Proceeds derive therefrom.
"Pledge Agreements": Collectively, the separate
Pledge Agreements of the Borrower, Norstan Canada, NCI,
Norstan Network Services, Inc. and Norstan International, Inc.
pursuant to which the Agent has been granted, for the benefit
of the Banks, a security interest in the capital stock (or the
equivalent) of certain direct and indirect Subsidiaries of the
Borrower, as any of the same may be amended, supplemented,
extended, restated or otherwise modified from time to time.
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"Security Documents": The Guaranties, the Security
Agreements, the Pledge Agreements, any collateral assignment
documents executed and delivered by the Borrower or any
Subsidiary under Section 3.1(a)(xv) and any other documents or
instruments executed and delivered in connection with any of
the forgoing.
(b) Connaissance Note Collateral. Section 5.16(b) of the
Credit Agreement is amended by adding the following new sentence at the
end thereof:
Notwithstanding anything to the contrary in NCI's Security
Agreement, NCI will not, without the Agent's prior written
consent, agree to any modifications, amendments,
subordinations, cancellations or terminations of the
obligations of any Account Debtor (as defined in the
Borrower's Security Agreement) upon any Connaissance Note
Collateral.
(c) Consulting Sale Collateral. Section 5.17 of the Credit
Agreement is deleted in its entirety and the following is substituted
in lieu thereof
Section 5.17 Ericsson Intercreditor Agreements. By
May 30, 2001, the Borrower shall furnish to the Agent the
Intercreditor Agreements substantially in the form of those
attached as Exhibits C and D to the First Amendment hereto,
duly executed by the NCI, Ericsson, Inc. or Ericsson Webcom,
Inc., as applicable.
Section 5.18 Consulting Sale Collateral.
(a) The Borrower acknowledges and confirms that
the Consulting Sale Collateral constitutes
"Collateral" under and within the meaning of
the Borrower's Security Agreement. Except as
the Agent may otherwise agree, the Borrower
shall cause all certificates, instruments
and other agreements representing or
evidencing Consulting Sale Collateral
received by the Borrower or any Subsidiary
to be delivered to the Agent promptly upon
receipt thereof. All such certificates,
instruments and agreements shall be in
suitable form for transfer by delivery, or
shall be accompanied by duly executed
instruments of transfer or assignment in
blank, all in form and substance
satisfactory to the Agent. Neither the
Borrower nor any Subsidiary shall forgive,
cancel, compromise, modify, amend or extend
the time for payment of, or waive any
default under, any of the Consulting Sale
Collateral, or modify or amend, or waive any
default under, any agreement with respect to
the Consulting Sale Collateral, or consent
to or acquiesce in any of the foregoing,
without in each case the prior written
consent of the Banks.
(b) Subject to paragraph (c) of this Section 5.18, the
Borrower shall be entitled to exercise or refrain from exercising any
and all voting and other consensual rights
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pertaining to the Persus Collateral or any part thereof for any purpose
not inconsistent with the terms of this Agreement or the Borrower's
Security Agreement, provided, however, that the Borrower shall not
exercise or refrain from exercising any such right if such action could
reasonably be expected to be inconsistent with the terms of this
Agreement or the Security Agreement, including without limitation,
Pledgor's voting at any time to increase the number of member interests
of authorized and/or issued member interests of Persus, except in a
manner consistent with the terms of Section ___ of this Section 5.18,
or voting at any time to sell any assets of such company.
(c) Subject to paragraph (e) of this Section 5.18, the
Borrower shall be entitled to receive, retain, and use in any manner
not prohibited by this Agreement any and all dividends and other
distributions paid in respect of the Persus Collateral; provided,
however, that any and all
(i) dividends and other distributions paid or payable
other than in cash in respect of, and instruments and other
property received, receivable or otherwise distributed in
respect of, or in exchange for, any Collateral,
(ii) dividends and other distributions paid or
payable in cash in respect of any Collateral in connection
with a partial or total liquidation or dissolution or in
connection with a reduction of capital, capital surplus or
paid-in-surplus, and
(iii) cash paid, payable or otherwise distributed in
redemption of, or in exchange for, any Collateral,
shall be, and shall be forthwith delivered to the Bank to hold as,
Collateral and shall, if received by the Borrower, be received in trust
for the benefit of the Bank, be segregated from the other property or
funds of the Borrower, and be forthwith delivered to the Bank as
Collateral in the same form as so received (with any necessary
indorsement or assignment). The Borrower shall, upon request by the
Bank, promptly execute all such documents and do all such acts as may
be necessary or desirable to give effect to the provisions of this
Section 5.18(c).
(d) Upon the occurrence and during the continuance of any
Event of Default, the Bank shall have the right in its sole discretion,
and the Borrower shall execute and deliver all such proxies and other
instruments as may be necessary or appropriate to give effect to such
right, to terminate all rights of the Borrower to exercise or refrain
from exercising the voting and other consensual rights that it would
otherwise be entitled to exercise pursuant to Section 5.18(b) hereof,
and all such rights shall thereupon become vested in the Bank who shall
thereupon have the sole right to exercise or refrain from exercising
such voting and other consensual rights; provided, however, that the
Bank shall not be deemed to possess or have control over any voting
rights with respect to any Collateral unless and until the Bank has
given written notice to the Borrower that any further exercise of such
voting rights by the Borrower is prohibited and that the Bank and/or
its assigns will henceforth exercise such voting rights; and provided,
further, that neither the registration of any item of Collateral in the
Bank's name nor the exercise of any voting
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rights with respect thereto shall be deemed to constitute a retention
by the Bank of any such Collateral in satisfaction of the Obligations
or any part thereof.
(e) Upon the occurrence and during the continuance of any
Event of Default:
(i) all rights of the Borrower to receive the
dividends and other distributions that it would otherwise be
authorized to receive and retain pursuant to Section 6(c)
hereof shall cease, and all such rights shall thereupon become
vested in the Bank who shall thereupon have the sole right to
receive and hold such dividends and other distributions as
Collateral under the Borrower's Security Agreement, and
(ii) all payments of dividends and other
distributions that are received by the Borrower contrary to
the provisions of paragraph (i) of this Section 5.18(e) shall
be received in trust for the benefit of the Bank, shall be
segregated from other funds of the Borrower and shall be
forthwith paid over to the Bank as Collateral under the
Borrower's Security Agreement in the same form as so received
(with any necessary indorsement).
(f) The Borrower agrees that it will not (i) sell, assign (by
operation of law or otherwise) or otherwise dispose of, or grant any
option with respect to, any of the Persus Collateral.
(g) The Pledgor agrees that it will (i) cause Persus not to
issue any stock, member interests or other securities in addition to or
in substitution for the Persus Collateral, except to the Pledgor and
except for the 700 voting interests and 3750 nonvoting interests in
Persus issued in favor of the "Partners", as specified in the Master
Agreement and (ii) pledge under the Borrower's Security Agreement,
immediately upon its acquisition (directly or indirectly) thereof, any
and all additional member interests, stock or other securities of
Persus issued in favor of the Borrower
(b) Notwithstanding whether an Event of Default has
occurred, any and all Net Proceeds paid, payable or otherwise
distributed in respect of, or in exchange for, any Consulting
Sale Collateral, shall be applied, and shall be forthwith
delivered to the Agent to apply, to the Obligations in the
manner set forth in Section 2.6(c) hereof and shall, if
received by the Borrower or any Subsidiary, be received in
trust for the benefit of the Agent, be segregated from the
other property or funds of the Borrower or such Subsidiary,
and be forthwith delivered to the Agent in the same form as so
received (with any necessary endorsement or assignment).
Notwithstanding the forgoing, upon the occurrence of an Event
of Default and at any time during the continuance thereof, the
Agent may take any action with respect to the Consulting Sale
Collateral specified in Section 20 of the Borrower's Security
Agreement or otherwise. Notwithstanding anything to the
contrary in the Borrower's Security Agreement, the Borrower
will not, without the Agent's prior written consent, agree to
any modifications,
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amendments, subordinations, cancellations or terminations of
the obligations of any Account Debtor (as defined in the
Borrower's Security Agreement) upon any Consulting Sale
Collateral. Within 10 days of any request therefor made by the
Agent from time to time, the Borrower shall furnish to the
Agent a written accounting of all amounts received on or prior
to the date of such request by the Borrower or any Subsidiary
upon the Consulting Sale Collateral and the Net Proceeds
derived therefrom, which accounting shall be certified by the
chief financial officer of the Borrower and shall be in form
and substance reasonably acceptable to the Agent.
(c) The provisions of this Section 5.18 shall
supplement, and be cumulative of, the Borrower's Security
Agreement.
(d) Investments. The following new Section 6.10(s) of the
Credit Agreement is added immediately following Section 6.10(r) of the
Credit Agreement:
(s) Investments comprising the Consulting Sale
Collateral.
(e) Events of Default. Section 7.1(c) of the Credit Agreement
is amended by deleting the clause "5.15 or 5.16" as it appears therein
and substituting in lieu thereof the clause "5.15, 5.16, 5.17 or 5.18".
Section 3. Consent; Waiver of Events of Default; Termination of
Consulting Security Documents; Delivery of Instruments. Upon the satisfaction of
the conditions set forth in Section 5 below:
(a) Each Bank and the Agent (i) hereby consents to the
execution and delivery by the Borrower of the Consulting Sale Agreement
and the consummation of the transactions contemplated thereby, (ii)
hereby waives any default or Event of Default arising under Sections
4.10, 4.19, 6.1, 6.2, 6.10, 6.14, 7.1(k), 7.1(m) or 7.1(o) of the
Credit Agreement due to the matters specified in the forgoing clause
(i) and (iii) hereby waives any default or Event of Default arising
under Section 5.17 of the Credit Agreement (as it existed prior to the
date of this Amendment) arising due to the failure of the Borrower to
timely furnish to the Agent the documents specified therein. The Banks'
and the Agent's consents and waivers set forth in the forgoing sentence
are limited to the specific terms thereof, and nothing herein shall be
deemed a waiver by the Banks or the Agent of any other term, condition,
representation or covenant applicable to the Borrower or any Guarantor
under the Loan Documents (including but not limited to any future
occurrence similar to the Existing Defaults). The waivers by the Banks
and the Agent set forth this subparagraph shall not constitute a waiver
by the Banks or the Agent of any other Default or Event of Default, if
any, under any Loan Document, and shall not be, and shall not be deemed
to be, a course of action with respect thereto upon which the Borrower
may rely in the future, and the Borrower hereby expressly waives any
claim to such effect.
(b) The following documents are each hereby terminated for all
purposes: (i) the Guaranty of NCHC, (ii) the Pledge Agreement of NCHC,
(iii) the Security
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Agreement of NCHC, (iv) the Guaranty of Consulting and (v) the Security
Agreement of Consulting
(c) Schedule I attached to the Borrower's Pledge Agreement is
hereby amended to read as set forth on Exhibit A to this Amendment.
Except as amended by this Amendment, the Borrower's Pledge Agreement
shall remain unmodified and in full force and effect.
(d) The Agent shall execute and deliver to the Borrower's
counsel the following: (i) UCC-3 financing statements terminating the
UCC-1 financing statements filed by the Agent with respect to the
Security Agreements executed by NCHC and Consulting and the Pledge
Agreement executed by NCHC, (ii) UCC-3 financing statements amending
the UCC-1 financing statement filed by the Agent with respect to the
Borrower's Pledge Agreement to delete from the collateral description
set forth therein the common stock of NCHC pledged by the Borrower
thereunder, (iii) the share certificates representing the common stock
of NCHC and Consulting held by the Agent and the corresponding stock
powers held by the Agent.
Section 4. Representations and Warranties of the Borrower. To induce
the Banks and the Agent to execute and deliver this Amendment (which
representations and warranties shall survive the execution and delivery of this
Amendment), the Borrower represents and warrants to the Agent and the Banks
that:
(a) this Amendment has been duly authorized, executed and
delivered by it and this Amendment constitutes the legal, valid and
binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms, subject to limitations as to enforceability
which might result from bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or
limiting creditors' rights generally;
(b) the Credit Agreement, as amended by this Amendment,
constitutes the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms, subject
to limitations as to enforceability which might result from bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable
principles relating to or limiting creditors' rights generally;
(c) the execution, delivery and performance by the Borrower of
the Amendment (i) have been duly authorized by all requisite corporate
action and, if required, shareholder action, (ii) do not require the
consent or approval of any governmental or regulatory body or agency,
and (iii) will not (A) violate (1) any provision of law, statute, rule
or regulation or its certificate of incorporation or bylaws, (2) any
order of any court or any rule, regulation or order of any other agency
or government binding upon it, or (3) any provision of any material
indenture, agreement or other instrument to which it is a party or by
which any of its properties or assets are or may be bound, or (B)
result in a breach of or constitute (alone or with due notice or lapse
of time or both) a default under any indenture, agreement or other
instrument referred to in clause (iii)(A)(3) of this Section 4(c);
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(d) as of the date hereof, no Default or Event of Default has
occurred which either (a) is continuing or (b) has not been waived by
the Agent and the Banks as set forth in Section 3 of this Amendment;
and
(e) all the representations and warranties contained in
Article IV of the Credit Agreement are true and correct in all material
respects with the same force and effect as if made by the Borrower on
and as of the date hereof.
(f) (i) the Borrower has furnished to the Agent true, complete
and accurate copies of the Consulting Sale Agreement, the Consulting
Note Documents, and all exhibits, schedules and ancillary documents
related thereto, (ii) the documents specified in the forgoing clause
(i), (A) constitute the entire agreement between the Borrower and the
other parties thereto with respect to the subject matter thereof and
(B) have not been amended, terminated or otherwise modified and remain
in full force and effect and (iii) the transactions contemplated by the
Consulting Sale Agreement have been consummated.
Section 5. Conditions to Effectiveness of this Amendment. This
Amendment shall become effective as of April 30, 2001 when each and every one of
the following conditions shall have been satisfied:
(a) The Agent shall have received executed counterparts of
this Amendment, duly executed by the Borrower and each of the Banks.
(b) The Agent shall have received from the Guarantors a
Consent and Agreement of Guarantors in the form of Exhibit B hereto
(the "Guarantor Agreements") duly completed and executed by each
Guarantor.
(c) The Agent shall have received all certificates,
instruments and other agreements representing or evidencing the
Consulting Sale Collateral, together with duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory
to the Agent.
(d) The Agent shall have received Warrants properly completed
for each Bank and dated as of the First Determination Date and Second
Determination Date (each as defined in the Warrant Issuance Agreement),
duly executed by the Borrower.
(e) The Agent shall have received such other documents or
instruments reasonably deemed necessary by the Agent.
Section 6. Affirmation; Reaffirmation. The Agent, each Bank and the
Borrower each acknowledge and affirm that the Credit Agreement, as hereby
amended, is hereby ratified and confirmed in all respects and all terms,
conditions and provisions of the Credit Agreement, except as amended by this
Amendment, shall remain unmodified and in full force and effect. All references
in any document or instrument to the Credit Agreement are hereby amended and
shall refer to the Credit Agreement as amended by this Amendment. The Borrower
confirms to the Agent and each Bank that the Obligations are and continue to be
secured by the security interest granted by the Borrower in favor of the Agent
under the Borrower's Security Agreement and all
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of the terms, conditions, provisions, agreements, requirements, promises,
obligations, duties, covenants and representations of the Borrower under such
documents and any and all other documents and agreements entered into with
respect to the Obligations are incorporated herein by reference and are hereby
ratified and affirmed in all respects by the Borrower.
Section 7. General.
(a) The Borrower agrees to reimburse the Agent upon demand for
all reasonable expenses (including reasonable attorneys fees and legal
expenses) incurred by the Agent in the preparation, negotiation and
execution of this Amendment and any other document required to be
furnished herewith, and to pay and save the Agent harmless from all
liability for any stamp or other taxes which may be payable with
respect to the execution or delivery of this Amendment, which
obligations of the Borrower shall survive any termination of the Credit
Agreement.
(b) 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.
(c) 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.
(d) This Amendment shall be governed by, and construed in
accordance with, the internal law, and not the law of conflicts, of the
State of Minnesota, but giving effect to federal laws applicable to
national banks.
(e) This Amendment shall be binding upon the Borrower, the
Agent and the Banks and their respective successors and assigns, and
shall inure to the benefit of the Borrower, the Agent and the Banks and
the successors and assigns of the Agent and the Banks.
Section 8. General Release. The Borrower hereby releases and discharges
the Agent and each Bank, and each of their officers, directors, employees,
agents and attorneys, from any and all claims, actions and liabilities of any
kind or nature that it or any one claiming through or under the Borrower ever
had or may now have, whether now known or hereafter discovered, arising out of
or in any way relating to: (i) any lending relationship or loan commitment
between the Agent, the Banks and the Borrower prior to the date of this
Amendment; (ii) the Loan Documents; or (iii) the negotiations preceding the
execution and delivery of this Amendment.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
NORSTAN, INC.
By /s/ Xxxxxx X. Xxxx
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Its Treasurer
U.S. BANK NATIONAL ASSOCIATION,
as a Bank and as Agent
By /s/ Xxxxx X. Xxxxxx
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Its XX
XXXXXX TRUST AND SAVINGS BANK
By /s/ Xxxxxxxx X. Xxxxxx
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Its VP
M&I XXXXXXXX & XXXXXX BANK
By /s/ Xxxx X. Xxxxxx
---------------------------------------
Its VP
By /s/ Xxxx Xxxxxx
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Its XX
XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Its VP
[Signature Page to Fourth Amendment to Amended and Restated Credit Agreement]
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