EXHIBIT 4.10
SEVENTH AMENDMENT TO TERM LOAN AGREEMENT
This Amendment is made as of this 15th day of March, 1996, by
and between INTER-REGIONAL FINANCIAL GROUP, INC., a Delaware
corporation (the "Borrower") and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, a national banking association (the "Bank").
The Borrower and the Bank have entered into a Term Loan
Agreement dated as of October 16, 1992, as amended by a First
Amendment to Term Loan Agreement dated as of March 12, 1993, a
Second Amendment to Term Loan Agreement dated as of June 23,
1993, a Third Amendment to Term Loan Agreement dated as of
November 30, 1993, a Fourth Amendment to Term Loan Agreement
dated as of June 27, 1994, a Fifth Amendment to Term Loan
Agreement dated as of September 30, 1994, and a Sixth Amendment
to Term Loan Agreement dated as of June 29, 1995 (as amended, the
"Loan Agreement"), pursuant to which the Bank made the Term Loan
to the Borrower subject to the terms and conditions set forth in
the Loan Agreement.
The Term Loan made by the Bank to the Borrower under the Loan
Agreement is evidenced by the Term Note of the Borrower dated
October 16, 1992, payable to the order of the Bank in the
original principal of $2,000,000 (the "Term Note").
The Borrower has requested that the Bank amend certain
provisions of the Loan Agreement and the Bank is willing to do so
pursuant to the terms and conditions set forth in this Agreement.
ACCORDINGLY, the parties hereto agree as follows:
1. All capitalized terms used in this Amendment, unless
specifically defined herein, shall have the meanings given to
such terms in the Loan Agreement.
2. Section 6.03(c) of the Loan Agreement is hereby amended
by deleting existing Section 6.03(c) in its entirety and by
substituting therefor the following new Section 6.03(c):
"(c) in addition to any guaranties set forth in Exhibit D,
guaranties by the Borrower of indebtedness (including
capitalized lease obligations) and operating leases of the
Subsidiaries (other than the guaranties permitted by
Sections 6.03(d) and 6.03(e)); provided that the sum of the
aggregate principal amount of indebtedness guaranteed plus
the aggregate amount of all payments under operating leases
guaranteed under this clause shall not exceed $6,000,000;"
3. The Borrower hereby represents and warrants to the Bank
that:
(a) The Borrower has all requisite power and authority,
corporate or otherwise, to conduct its business, to own its
properties and to execute and deliver this Amendment and
perform all of its obligations under the Loan Agreement, as
amended by this Amendment, and under the Term Note.
(b) The execution, delivery and performance by the
Borrower of its obligations under the Loan Agreement, as
amended by this Amendment, and under the Term Note have been
duly authorized by all necessary corporate action on the
part of the Borrower and do not and will not (1) require any
consent or approval of the stockholders of the Borrower, or
any authorization, consent or approval by any governmental
department, commission, board, bureau, agency or
instrumentality, domestic or foreign, (2) violate any
provision of any law, rule or regulation (including, without
limitation, Regulation X of the Board of Governors of the
Federal Reserve System) or of any order, writ, injunction or
decree presently in effect having applicability to the
Borrower or of the Certificate of Incorporation or Bylaws of
the Borrower, (3) result in a breach of or constitute a
default under any indenture or loan or credit agreement or
any other agreement, lease or instrument to which the
Borrower is a party or by which the Borrower or its
properties may be bound or affected, or (4) result in, or
require, the creation or imposition of any mortgage, deed of
trust, pledge, lien, security interest or other charge or
encumbrance of any nature upon or with respect to any of the
properties now owned or hereafter acquired by the Borrower.
(c) The Loan Agreement, as amended by this Amendment,
and the Term Note constitute the legal, valid and binding
obligations of the Borrower enforceable against the Borrower
in accordance with their respective terms.
(d) All of the representations and warranties contained
in Article IV of the Loan Agreement are correct on and as of
the date hereof, except to the extent that such
representations and warranties relate solely to an earlier
date.
4. On the date this Amendment becomes effective, all
references in the Loan Agreement to "this Agreement" and all
references in the Term Note to the "Term Loan Agreement" shall be
deemed to refer to the Loan Agreement as amended by this
Amendment.
5. Except as explicitly amended by this Amendment, all of
the original terms and conditions of the Loan Agreement and the
Term Note shall remain in full force and effect.
6. The Borrower hereby agrees to pay all reasonable fees and
disbursements of counsel to the Bank for the services performed
by such counsel in connection with the preparation of this
Amendment and any documents or instruments incidental thereto.
7. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and
all such counterparts, taken together, shall constitute but one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above
written.
INTER-REGIONAL FINANCIAL GROUP, INC.
By Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Its EVP and CFO
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By Xxxxxx Xxxxx, Jr.
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Xxxxxx Xxxxx, Jr.
Its Vice President
