February 8, 1999
XXXXXXX BUSINESS SERVICES, INC.
0000 XX Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Gentlemen:
This letter amendment (this "Amendment") is to confirm the changes
agreed upon between Xxxxx Fargo Bank, National Association ("Bank") and Xxxxxxx
Business Services, Inc. ("Borrower") to the terms and conditions of that certain
letter agreement between Bank and Xxxxxxxx dated as of May 31, 1998, as amended
from time to time (the "Agreement"). For valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree
that the Agreement shall be amended as follows to reflect said changes.
1. The Agreement is hereby amended by deleting "Five Million Six
Hundred Fifty Thousand Dollars ($5,650,000.00)" as the maximum principal amount
available under Line of Credit, and by substituting for said amount "Seven
Million Six Hundred Fifty Thousand Dollars ($7,650,000.00)," with such change to
be effective upon the execution and delivery to Bank of a promissory note
substantially in the form of Exhibit A attached hereto (which promissory note
shall replace and be deemed Line of Credit Note defined in and made pursuant to
the Agreement) and all other contracts, instruments and documents required by
Bank to evidence such change.
2. Paragraph I.1. (b) of the Agreement is hereby amended by deleting
"Five Million Six Hundred Fifty Thousand Dollars ($5,650,000.00)" as the
aggregate undrawn amount of all outstanding Letters of Credit, and by
substituting for said amount "Seven Million Six Hundred Fifty Thousand Dollars
($7,650,000.00)."
3. Except as specifically provided herein, all terms and conditions of
the Agreement remain in full force and effect, without waiver or modification.
All terms defined in the Agreement shall have the same meaning when used herein.
This Amendment and the Agreement shall be read together, as one document.
4. Borrower hereby remakes all representations and warranties contained
in the Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date
Xxxxxxx Business Services, Inc.
February 8, 1999
Page 2
of Borrower's acknowledgment set forth below there exists no default or defined
event of default under the Agreement or any promissory note or other contract,
instrument or document executed in connection therewith, nor any condition, act
or event which with the giving of notice or the passage of time or both would
constitute such a default or defined event of default.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK AFTER
OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR
PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE
ENFORCEABLE.
Your acknowledgment of this Amendment shall constitute acceptance of
the foregoing terms and conditions.
Sincerely,
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Vice President
Acknowledged and accepted as of February 10, 1999:
XXXXXXX BUSINESS SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Title: Vice President - Finance
