EXHIBIT 10.18.4
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT is made as of the 31st day of January, 1997, 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
and amended January 29, 1996 (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 February
28, 1998; and
WHEREAS, the Borrower has requested Norwest to amend Section 7.3(l) of the
Credit Agreement; and
WHEREAS, the Borrower has requested Norwest amend Section 8.1(h) of the
Credit Agreement; and
WHEREAS, Norwest is willing to grant the Borrower's request, subject to the
provisions of this Fourth 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 February 28, 1998
(the "Line Expiration Date").
2. Section 7.3(l) is added to the Credit Agreement so that, when read in
its entirety, it provides as follows:
Management Change. Refrain from permitting or suffering
any substantial change in Borrower's management team in place as
of the date of this Fourth Amendment.
3. Section 8.1(h) is added to the Credit Agreement so that, when
read in its entirety, it provides as follows:
A material change of control shall occur. A material
change of control shall be deemed to have occurred if a change in
ownership of stock having the power to elect a majority of the
Borrower's Board of Directors has occurred.
4. Simultaneously with the execution of this Fourth Amendment the
Borrower shall execute and deliver to Norwest a Fourth Amendment to
Note (the "Fourth Amendment to Note"), duly executed by the Borrower
and in form and content acceptable to Norwest. Pursuant to the Fourth
Amendment to Note, the maturity date of the Note shall be extended to
February 28, 1998. 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
and the Fourth Note Amendment.
5. The Borrower hereby represents and warrants to Norwest as follows:
A. As of the date of this Fourth 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 counterclaim, defense, offset, abatement or recoupment.
C. The execution, delivery and performance of this Fourth
Amendment and the Fourth 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, 1996 to the date
hereof.
6. This Fourth 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 Fourth Amendment
shall not become effective until this Fourth Amendment and the Fourth
Note Amendment have been duly executed by the Borrower and Norwest.
7. Except as expressly modified by this Fourth 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 and the Fourth Note Amendment.
IN WITNESS WHEREOF, the Borrower and Norwest have executed this Fourth
Amendment as of the date first written above.
INCSTAR CORPORATION NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: By:
Its: Its:
By:
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