EXHIBIT 4.2
FIRST AMENDMENT TO CREDIT AGREEMENT
This Amendment is made as of this 14th day of March, 1996, by
and among INTER-REGIONAL FINANCIAL GROUP, INC., a Delaware
corporation (the "Borrower"), the financial institutions that
have executed this Amendment (the "Banks") and Norwest Bank
Minnesota, National Association, a national banking association,
as agent for the Banks (the "Agent").
The Borrower, the Banks and the Agent have entered into a
Credit Agreement dated as of June 29, 1995 (the "Credit
Agreement"). The Banks have agreed, severally but not jointly,
to make loans to the Borrower on the terms and conditions set
forth in the Credit Agreement.
Loans made by the Banks under the Credit Agreement are
evidenced by promissory notes dated as of June 29, 1995 executed
by the Borrower in favor of each Bank (each, a "Note"). The
Notes mature on June 30, 1997.
The Borrower has requested that the Banks and the Agent amend
certain provisions of the Credit Agreement, and the Banks and the
Agent are willing to do so pursuant to the terms and conditions
set forth in this Agreement.
ACCORDINGLY, the parties hereto hereby agree as follows:
1. Terms used in this Amendment which are defined in the
Credit Agreement shall have the same meanings as defined therein,
unless otherwise defined herein.
2. Section 6.3(c) of the Credit Agreement is hereby amended
by deleting existing Section 6.3(c) in its entirety and by
substituting therefor the following new Section 6.3(c):
"(c) in addition to any guaranties set forth in Exhibit E,
guaranties by the Borrower of indebtedness (including capitalized
lease obligations) and operating leases of the Subsidiaries
(other than the guaranties permitted by Sections 6.3(d) and
6.3(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. Except as explicitly amended by this Amendment, all of
the terms and conditions of the Credit Agreement shall remain in
full force and effect.
4. The Borrower hereby represents and warrants to the Banks
as follows:
(a) The Borrower has all requisite power and authority to execute
this Amendment and to perform all of its obligations hereunder,
and this Amendment has been duly executed and delivered by the
Borrower and constitutes the legal, valid and binding obligation
of the Borrower, enforceable in accordance with its terms.
(b) The execution, delivery and performance by the Borrower of
this Amendment have been duly authorized by all necessary
corporate action and do not (i) require any authorization,
consent or approval by any governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign,
(ii) violate any provision of any law, rule or regulation or of
any order, writ, injunction or decree presently in effect, having
applicability to the Borrower, or the articles of incorporation
or by-laws of the Borrower, or (iii) 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 it or its properties may be
bound or affected.
(c) All of the representations and warranties contained in
Article IV of the Credit Agreement are correct on and as of the
date hereof as though made on and as of such date, except to the
extent that such representations and warranties relate solely to
an earlier date.
5. All references in the Credit Agreement to "this
Agreement" shall be deemed to refer to the Credit Agreement as
amended hereby; and any and all references in the Loan Documents
shall be deemed to refer to the Credit Agreement as amended
hereby.
6. The execution of this Amendment and acceptance of any
documents related hereto shall not be deemed to be a waiver of
any Default or Event of Default under the Credit Agreement, or
breach, default or event of default under any Loan Document or
other document held by the Agent, whether or not known to the
Agent and whether or not existing on the date of this Amendment.
7. The Borrower hereby absolutely and unconditionally
releases and forever discharges the Agent and the Banks, and any
and all participants, parent corporations, subsidiary
corporations, affiliated corporations, insurers, indemnitors,
successors and assigns thereof, together with all of the present
and former directors, officers, agents and employees of any of
the foregoing, from any and all claims, demands or causes of
action of any kind, nature or description, whether arising in law
or equity or upon contract or tort or under any state or federal
law or otherwise, which the Borrower has had, now has or has made
claim to have against any such person for or by reason of any
act, omission, matter, cause or thing whatsoever relating to the
Credit Agreement and the other Loan Documents arising from the
beginning of time to and including the date of this Amendment,
whether such claims, demands and causes of action are matured or
unmatured or known or unknown.
8. The Borrower hereby reaffirms its agreement under the
Credit Agreement to pay or reimburse the Agent on demand for all
costs and expenses incurred by the Agent in connection with the
Loan Documents and all other documents contemplated thereby,
including without limitation all reasonable fees and
disbursements of legal counsel. Without limiting the generality
of the foregoing, the Borrower specifically agrees to pay all
fees and disbursements of counsel to the Agent for the services
performed by such counsel in connection with the preparation of
this Amendment and the documents and instruments incidental
hereto.
9. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall
be deemed an original and all of which counterparts, taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date 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, as agent
By Xxxxxx Xxxxx, Jr.
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Its Vice President
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By Xxxxxx Xxxxx, Jr.
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Xxxxxx Xxxxx, Jr.
Its Vice President
FIRST BANK NATIONAL ASSOCIATION
By Xxxx Xxxxx
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Xxxx Xxxxx
Its Vice President
