EXHIBIT 10.18.3
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT is made as of the 29th day of January, 1996, and is by and
between INCSTAR Corporation (the "Borrower"), and Norwest Bank Minnesota,
National Association, a national banking association ("Norwest").
REFERENCE IS HEREBY MADE to that certain credit agreement dated as of December
27, 1993 and amended January 3, 1995 and amended February 15, 1995 (the "Credit
Agreement") made between the Borrower and Norwest. Capitalized terms not
otherwise defined herein shall have the respective meanings ascribed to them in
the Credit Agreement.
WHEREAS, the Borrower has requested Norwest to extend the Line to January 31,
1997; and
WHEREAS, the Borrower has requested Norwest to amend Section 2.1(a) of the
Credit Agreement; and
WHEREAS, Norwest is willing to grant the Borrower's request, subject to the
provisions of this Third Amendment;
NOW, THEREFORE, in consideration of the premises and for other valuable
consideration received, it is agreed as follows:
1. Section 1.2 of the Credit Agreement is hereby amended by changing the said
Section so that, when read in its entirety, it provides as follows:
Line Availability Period. The Line Availability Period will
mean the period from the Effective Date to January 31, 1997 (the
"Line Expiration Date").
2. Section 2.1(a) of the Credit Agreement is hereby amended by changing the
said Section so that, when read in its entirety, it provides as follows:
Line Fee. During the Line Availability Period the Borrower
will pay the Bank a Line fee of 1/8 of 1% per annum on the average
daily unused amount of the Line. This fee will be paid quarterly in
arrears beginning March 31, 1996.
3. Simultaneously with the execution of this Third Amendment, the Borrower
shall execute and deliver to Norwest a Third Amendment to Note (the "Third
Note Amendment"), duly executed by the Borrower and in form and content
acceptable to Norwest. Pursuant to the Third Amendment to Note, the
maturity date of the Note shall be extended to January 31, 1997. All
references in the Credit Agreement to "the Note" shall be deemed to mean
the Note as modified by the First Note Amendment and the Second Note
Amendment and the Third Note Amendment.
4. The Borrower hereby represents and warrants to Norwest as follows:
A. As of the date of this Third Amendment, the outstanding
principal balance of the Note is $0, and accrued but unpaid interest
thereon equals $0.
B. The Credit Agreement and the Note constitute valid, legal and
binding obligations owed by the Borrower to Norwest, subject to no
counter claim, defense, offset, abatement or recoupment.
C. The execution, delivery and performance of this Third
Amendment and the Third Amendment to Note by the Borrower are within
its corporate powers, have been duly authorized, and are not in
contravention of law or the terms of the Borrower's Articles of
Incorporation or By-laws, or of any undertaking to which the Borrower
is a party or by which it is bound.
D. All financial statements delivered to Norwest by or on behalf
of the Borrower, including any schedules and notes pertaining
thereto, fully and fairly present the financial condition of the
Borrower at the dates thereof and the results of operations for the
periods covered thereby, and there have been no material adverse
changes in the financial condition or business of the Borrower from
December 31, 1995 to the date hereof.
5. This Third Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but which taken together shall
constitute one and the same instrument. This Third Amendment shall not
become effective until this Third Amendment and the Third Note Amendment
have been duly executed by the Borrower and Norwest.
6. Except as expressly modified by this Third Amendment, the Credit Agreement
remains unchanged and in full force and effect. Without limiting the
generality of the foregoing, all advances under the Line shall continue to
be evidenced by the Note, as amended by the First Note Amendment and The
Second Note Amendment and the Third Note Amendment.
IN WITNESS WHEREOF, the Borrower and Norwest have executed this Third Amendment
as of the date first written above.
INCSTAR CORPORATION NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:___________________ By:______________________
Its:__________________ Its:_____________________
By:___________________
Its:__________________