EXHIBIT 10.12
EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT made and entered into as of the 21st day of December,
2000 by Xxxxxx Investment Corporation, a Minnesota corporation (herein called
"Borrower") for the benefit of Diversified Business Credit, Inc., a Minnesota
Corporation (herein called "Lender").
WITNESSETH
WHEREAS, Borrower and Lender previously entered into that certain
Credit Agreement dated as of November 18, 1986, as amended by that certain
Amendment to Credit Agreement dated June 23, 1993, that certain Second Amendment
to the Credit Agreement dated June 12, 1995, that certain Third Amendment to the
Credit Agreement dated September 30, 1996, that certain Fourth Amendment to the
Credit Agreement dated July 1, 1997, that certain Fifth Amendment to the Credit
Agreement dated February 27, 1998, that certain Sixth Amendment to the Credit
Agreement dated April 8, 1999 and that certain Seventh Amendment to the Credit
Agreement dated April 4, 2000 (collectively, the Credit Agreement together with
the Eighth Amendment are herein called the "Credit Agreement").
WHEREAS, Borrower and Lender desire to alter, amend and modify the
Credit Agreement as hereinafter set forth.
NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Definitions "Real Estate Borrowing Base" is hereby deleted
therefrom in its entirety and the following is hereby inserted
in lieu thereof:
"Real Estate Borrowing Base" shall mean 80% of the purchase
price of Eligible Real Estate Inventory plus at the Lender's
sole discretion up to eighty percent (80%) of the Eligible
Development Costs of Eligible Real Estate Inventory, provided,
however the Real Estate Borrowing Base shall not exceed Five
Million Dollars ($5,000,000).
2. Definitions "Maturity Date" is hereby deleted therefrom in its
entirety and the following is hereby inserted in lieu thereof:
"Maturity Date" shall mean April 30, 2003 or, as provided in
Paragraph 6 of the Third Amendment and any subsequent
anniversary date thereof.
3. The first paragraph of 2(b) REAL ESTATE LOAN FACILITY of the
Third Amendment is hereby deleted in its entirety therefrom
and the following is hereby inserted in lieu thereof:
(b) REAL ESTATE LOAN FACILITY. Subject to the terms and
conditions of this Credit Agreement, Lender shall make
Advances upon the request or the Borrower pursuant to a Real
Estate Loan Facility. Subject to Paragraph 1 of this Eighth
Amendment, the maximum aggregate principal amount of all
Advances outstanding at any one time under the Real Estate
Loan Facility shall not exceed the lower of (i) Five Million
Dollars ($5,000,000) or (ii) the Real Estate Borrowing Base or
(iii) the aggregate principal amount of advances outstanding
under the Receivable Revolving Loan Facility, the Laurentian
Loan Facility and the Supplemental Loan Facility.
4. Paragraph 3 of the Third Amendment is hereby deleted in its
entirety and the following is hereby inserted in lieu thereof:
OVER ADVANCES. Notwithstanding any other provisions of this
Credit Agreement, if at any time the aggregate principal
amount of Advances outstanding under this Credit Agreement or
any commitment hereunder shall exceed (i) Fifteen Million
Dollars ($15,000,000.00), or (ii) any other limitation set
forth herein, the Borrower shall immediately pay to the Lender
the amount by which said principal amount exceeds such
limitation.
5. Paragraph 4(h) of the Credit Agreement is hereby deleted
therefrom in its entirety and the following is hereby inserted
in lieu thereof:
4(h) At all times maintain the Book Net Worth of Borrower at
amounts in excess of Five Million Dollars ($5,000,000) plus
50% of positive consolidated Net Income after distributions to
shareholders after January 1, 1999 and maintain Borrowers
Tangible Net Worth excluding all intangible assets designated
by Lender at amounts in excess of Three Million Five Hundred
Thousand Dollars ($3,500,000).
6. Except as expressly amended hereby or previously amended in
writing, the Credit Agreement and Security Documents shall
remain in full force and effect in accordance with their
original terms and binding upon and enforceable against
Borrower, and not subject to any defense, counterclaim or
right of setoff.
-2-
IN WITNESS WHEREOF, this Amendment to the Credit Agreement has been
duly executed and delivered by the proper officers thereunto duly authorized on
the day and year first above written.
Xxxxxx Investment Corporation
By /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Its President
ADDRESS:
Xxxxx 000
00 Xxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Accepted at Minneapolis, MN
on December 22, 2000.
Diversified Business Credit, Inc.
By /s/
----------------------------------
Its Vice President
-3-
