EXHIBIT 10.8
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT made and entered into as of the 1st day of July, 1997 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 and that certain Third Amendment to
the Credit Agreement dated September 30, 1996 (collectively, the Credit
Agreement together with the Fourth 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, 1998 or, as provided in
Paragraph 6 of the Third Amendment and any subsequent
anniversary date thereof.
2. Paragraph 2(d) of the Third 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
Third 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 Fourth Amendment until December 31, 1997, 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
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Its President
ADDRESS:
Xxxxx 000
00 Xxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Accepted at Minneapolis, MN
on July 1, 1997.
Diversified Business Credit, Inc.
By /s/
-----------------------------------
Its Vice President
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CONSENT OF GUARANTOR
The undersigned consents to this Fourth Amendment and all previous
Amendments and acknowledges and agrees that the guarantee of the Indebtedness
and Obligations of Borrower as set forth in the Guaranty dated November 18, 1996
is in full force and effect in accordance with the original terms and binding
upon and enforceable against the undersigned, not subject to any defense,
counterclaim or right or setoff.
Dated: June 27, 1997 /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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