EXHIBIT 10.6
AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT made and entered into as of this 12th day of June, 1995,
by Xxxxxx Investment Corporation, a Minnesota corporation (herein called
"Borrower") for the benefit of Diversified Business Credit, Inc., a Minnesota
corporation (herein called "Lender").
W I T N E S S E T H
-------------------
WHEREAS, Borrower and Lender executed a Credit Agreement dated as of
November 18, 1986 and as amended by a certain Amendment to the Credit Agreement
dated as of June 2, 1993, (the Credit Agreement together with the 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. Paragraph 1(d) of the Credit Agreement is hereby deleted therefrom
in its entirety and the following is hereby inserted in lieu thereof:
1(d) Borrower will pay interest on all outstanding loans under
this agreement at an annual rate (computed on the basis of actual days
elapsed in a 360-day year) which, for any particular month, shall be
the greater of (i) nine percent (9.0%) per annum, of (ii) two percent
(2.0%) per annum above the rate of interest publicly announced by
National City Bank of Minneapolis from time to time as its "BASE" rate
(the Bank may lend to its customers at rates that are at, above, or
below 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
designated bank's "BASE" rate.
All interest shall accrue on the principal balance outstanding
from time to time and shall be payable monthly and in any event on
demand. Borrower agrees that Lender may at any time or from time to
time, without further request by Borrower, make a loan to Borrower, or
apply the proceeds of any loan, for the purpose of paying all such
interest promptly when due. In the computation of interest, Lender may
allow three banking days for the collection of uncollected funds.
2. Paragraph 1(f) of the Credit Agreement is hereby deleted therefrom
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 Forty Five Thousand Dollars
($45,000), which sum shall be due and payable without regard to the
amount of loans outstanding hereunder.
3. Paragraph 2 of the Credit Agreement is hereby deleted therefrom in
its entirety and the following is hereby inserted in lieu thereof:
2. Affiliate. For the purpose of this Agreement, "Affiliate"
refers to Four Seasons Realty of Minnesota, Inc., Four Seasons Realty
of Wisconsin, Inc., Laurentian Development Corporation, Resort
Hospitality, Inc., Four Seasons Realty of Michigan, Inc., T.I.
Financial, Inc., Xxxxxxx Development Corporation and any other
corporation, partnership, person or entity which now or hereafter
controls, is controlled by, or is under common control with Borrower.
Borrower agrees that any breach, default or event of default by or
attributable to any Affiliate under any agreement between such
Affiliate and Lender shall constitute a breach of this Agreement and
Event of Default under the Security Documents.
4. Paragraph 5(a)(3) of the Credit Agreement is hereby deleted
therefrom in its entirety and the following is hereby inserted in lieu thereof:
5(a)(3) Unsecured indebtedness, in an amount not exceeding
Four Million Dollars ($4,000,000) at any one time outstanding, which is
fully subordinated in right of payment to all indebtedness owed to
Lender pursuant to a subordination agreement accepted or approved in
writing by Lender.
5. Paragraph 5(a)(6) of the Credit Agreement is hereby deleted
therefrom in its entirety and the following is hereby inserted in lieu thereof:
5(a)(6) Secured indebtedness, arising from the purchase of
land, as Borrower may from time to time incur; provided however, in no
event shall secured indebtedness arising from the purchase of land
exceed $4,500,000.
6. Paragraph 5(c) of the Credit Agreement is hereby deleted therefrom
in its entirety and the following is hereby inserted in lieu thereof:
5(c) Expend or contact to expend, in any calendar year, more
than Four Hundred Thousand Dollars ($400,000) in the aggregate or more
than One Hundred Fifty Thousand Dollars ($150,000) in any one
transaction for the lease, purchase or other acquisition of any capital
asset, or for the lease of any other asset, whether payable currently
or in the future.
7. Paragraph 5(k) of the Credit Agreement is hereby deleted therefrom
in its entirety and the following is hereby inserted in lieu thereof:
5(k) Permit more than Three Hundred Thousand Dollars
($300,000) to be owing to Borrower by the officers, directors or
shareholders of Borrower or any Affiliated Corporation, or members of
their families, on account of any loan, travel advance, credit sale or
other transaction or event.
-2-
8. Except as herein specifically set forth, the terms and provisions of
the Credit Agreement shall remain in full force and effect without modification,
amendment or alteration.
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 June 19, 1995.
DIVERSIFIED BUSINESS CREDIT, INC.
By /s/
--------------------------------------
Its Vice President
-3-
