EXHIBIT 10.9
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT made and entered into as of the 27th day of February,
1998 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 and that certain Fourth Amendment to
the Credit Agreement dated July 1, 1997 (collectively, the Credit Agreement
together with the Fifth 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, 2000 or, as provided in
Paragraph 6 of the Fourth Amendment and any subsequent
anniversary date thereof.
2. Paragraph 2(d) of the Fourth 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
Fourth 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)
Two Million Two Hundred Fifty Thousand ($2,250,000.00) or (ii)
twenty-five percent (25%) of the principal amount of Advances
outstanding under the Receivable Revolver Loan Facility, Real
Estate Loan Facility, Laurentian Loan Facility and
Supplemental Loan Facility; provided, however, during the
period from the date of this Fifth Amendment until April 30,
1998, the requirement contained in subsection 2(d)(ii) shall
be waived.
3. 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 March 5, 1998.
Diversified Business Credit, Inc.
By /s/
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Its Vice President
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