EXHIBIT 10.11
SEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT made and entered into as of the 4th day of April, 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 and that certain Sixth Amendment to the Credit
Agreement dated April 8, 1999 (collectively, the Credit Agreement together with
the Seventh 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 "Maturity Date" is hereby deleted therefrom in its
entirety and the following is hereby inserted in lieu thereof:
"Maturity Date" shall mean April 30, 2002 or, as provided in
Paragraph 6 of the Third Amendment and any subsequent
anniversary date thereof.
2. 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 Four
Million Dollars ($4,000,000).
3. The first two paragraphs of 2(b) REAL ESTATE LOAN FACILITY of
the Third Amendment are hereby deleted in their 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 of the Borrower pursuant to a Real
Estate Loan Facility. Subject to Paragraph 3 of this Seventh
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) Four Million
Dollars ($4,000,000) or (ii) the Real Estate Borrowing Base of
(iii) the aggregate principal amount of advances outstanding
under the Receivable Revolving Loan Facility, the Laurentian
Loan Facility and the Supplemental Loan Facility.
Borrower shall pay interest on all outstanding
Advances under the Real Estate Loan Facility at an annual rate
(computed on the basis of actual days elapsed in a 360-day
year) per annum, which, for any particular month, shall be the
greater of (i) eight percent (8.0%) per annum or (ii) one
percent (1.0%) per annum above the Base Rate, provided, that
in any event no rate change shall be put into effect which
would result in a rate greater than the highest rate permitted
by law. Each change in the interest rate shall take effect
simultaneously with the corresponding change in the Base Rate.
4. Paragraph 2(d) of the Fifth Amendment is hereby deleted
therefrom in its entirety and the following is hereby inserted
in lieu thereof:
2(d) SUPPLEMENTAL LOAN FACILITY. Subject to the terms and
conditions of this Credit Agreement Lender shall make Advances
upon the request of the Borrower pursuant to a Supplemental
Loan Facility. Subject to Paragraph 3 of the Fifth Amendment,
the maximum aggregate principal amount of all Advances
outstanding at any one time under the Supplemental Loan
Facility shall not exceed the lower of (i) Three Million
($3,000,000) or (ii) (25(degree)/a) of the principal amount of
Advances outstanding under the Receivable Revolver Loan
Facility, Real Estate Loan Facility, Laurentian Loan Facility
and the Supplemental Loan Facility.
5. Paragraph 3 of the Sixth Amendment is hereby deleted therefrom
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) Twelve Million
Dollars ($12,000,000.00), 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.
6. Paragraph 1(f) of the Second amendment is hereby deleted in
its entirety and the following is hereby inserted in lieu
thereof:
1(f) In addition to the interest provided for in Paragraph
1(d) hereof, payable on all outstanding loans under this
Agreement, Borrower shall pay Lender, on the date of this
Agreement and on each anniversary date thereafter, the sum of
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Fifty Thousand Dollars ($50,000), which sum shall be due and
payable without regard to the amount of loans outstanding
hereunder.
7. 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.
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 April 5, 2000.
Diversified Business Credit, Inc.
By /s/
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Its Vice President
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