Exhibit 4.7
AMENDMENT TO LOAN AND SECURITY AGREEMENT
This AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"),
dated as of this 30th day of September 1999, between Coast Business Credit(R), a
division of Southern Pacific Bank ("Coast") and Research, Incorporated
("Borrower"), is made in reference to the following agreed upon facts:
A. Borrower previously entered into a Loan and Security Agreement
with Coast dated December 17, 1998 (as the same may be amended, supplemented or
modified from time to time, the "Loan Agreement").
B. As security for Borrower's obligations to Coast under the Loan
Agreement, Borrower delivered to Coast a Mortgage and Security Agreement and
Fixture Filing dated as of January 20, 1999 (the "Mortgage") with respect to
certain improved real property with an address of 0000 Xxxxxx Xxxxx Xxxxx, Xxxx
Xxxxxx, Xxxxxxxxx 00000 situated in Hennepin County (the "Property").
C. Borrower and Continental Property Group, Inc., a Minnesota
corporation ("Buyer") are parties to that certain Purchase Agreement (the
"Purchase Agreement") dated as of June 25, 1999 wherein Borrower agrees to sell
to Buyer and Buyer agrees to purchase from Borrower the Property. The Purchase
Agreement contemplated a closing date no later than August 24, 1999 however this
date was subsequently extended to September 24, 1999 so that Buyer could receive
a response from the Minnesota Pollution Control Agency ("MPCA") with regard to
test results submitted to the MPCA following the removal of an underground
storage tank located at the Property.
D. The parties have agreed to postpone the due date of the Real
Estate Supplemental Loans from August 31, 1999 to September 30, 1999.
NOW THEREFORE, in consideration of the foregoing recitals and the
terms and conditions hereof, the parties do hereby agree as follows, effective
as of the date set forth above:
1. Definitions. Terms used herein, unless otherwise defined herein,
shall have the meanings set forth in the Loan Agreement.
2. Recitals. Recitals A through D are incorporated herein as though
set forth in full.
3. Real Estate Supplemental Loans. The Section of the Schedule
entitled "SECTION 2. CREDIT FACILITIES," is hereby amended by deleting
subsection (g)(2) in its entirety and substituting the following in lieu
thereof:
"All outstanding principal and interest on the Real Estate
Supplemental Loans shall be due and payable on the earlier to occur of the
following: (x) the date of the Real Estate Closing and (y) September 30, 1999."
4. Modification Fee. In consideration of this Amendment and in
addition to all other fees and charges, Borrower shall pay to Coast a
modification fee of One Thousand Dollars ($1,000), which fee is fully earned as
of the date hereof and shall be payable on the earlier to occur of the
following: (a) the sale of the Property and (b) August 31, 1999.
5. Reaffirmation. Except as modified by the terms herein, the Loan
Agreement and the other Loan Documents remain in full force and effect. If there
is any conflict between the terms and provisions of this Amendment and the terms
and provisions of the Loan Agreement or documents related thereto, the terms and
provisions of this Amendment shall govern.
6. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. This Amendment may be
executed by facsimile signatures.
7. Governing Law. This Amendment shall be governed by and construed
according to the laws of the State of California.
8. Attorneys' Fees; Costs; Jury Trial Waiver. Borrower agrees to
pay, on demand, all attorneys' fees and costs incurred in connection with the
negotiation, documentation and execution of this Amendment. If any legal action
or proceeding shall be commenced at any time by any party to this Amendment in
connection with its interpretation or enforcement, the prevailing party or
parties in such action or proceeding shall be entitled to reimbursement of its
reasonable attorneys' fees and costs in connection therewith, in addition to all
other relief to which the prevailing party or parties may be entitled. Each of
Coast and Borrower hereby waives its right to trial by jury in any such action
or proceeding.
RESEARCH, INCORPORATED
By: /s/ Xxxxxxx X. Xxxxx
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Title: Treasurer
COAST BUSINESS CREDIT, a division of
Southern Pacific Bank
By: /s/ Xxxxx Xxxxxxx
-----------------
Title: Vice President
The undersigned Guarantor hereby acknowledges and consents to the
foregoing Amendment and confirms and agrees that the Guarantee executed by it in
favor of Coast shall remain in full force and effect in accordance with its
terms.
Signed and delivered as of this 30th day of September, 1999.
RESEARCH INCORPORATION LIMITED
acting by:
/s/ Xxxxxxx Xxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxxxx Xxxxx, Director Xxxxxx Xxxxxxx, Secretary
