TENTH AMENDMENT TO LOAN AGREEMENT
---------------------------------
This Tenth Amendment is effective the 31st day of December, 2000, by and
among Wells Fargo Bank Minnesota, National Association formerly known as Norwest
Bank Minnesota South, N.A. (Lender), Nortech Systems Incorporated, a Minnesota
corporation (Systems), and Nortech Medical Services, Inc., a Minnesota
corporation (Medical; which together with Systems shall hereinafter be referred
to collectively as Borrower).
RECITALS
--------
A. Borrower and Lender are parties to a Commercial Loan Agreement dated
December 29, 1995 (the Original Loan Agreement), in connection with which Lender
extended certain financial accommodations to Borrower.
B. The Original Loan Agreement was amended pursuant to an Amendment to Loan
Agreement dated November 4, 1996, by and between Systems and Lender (the First
Amendment), a Second Amendment to Loan Agreement dated as of December 31, 1996,
by and among Systems, Medical and Lender (the Second Amendment), a Third
Amendment to Loan Agreement dated as of December 31, 1997, by and among Systems,
Medical and Lender (the Third Amendment), a Fourth Amendment to Loan Agreement
dated as of September 29, 1998 by and among Systems, Medical and Lender (the
Fourth Amendment), a Fifth Amendment to Loan Agreement dated as of December 30,
1998 by and among Systems, Medical and Lender (the Fifth Amendment), a Sixth
Amendment to Loan Agreement dated as of December 31, 1999 (the Sixth Amendment),
a Seventh Amendment to Loan Agreement dated as of May 26, 2000 (the Seventh
Amendment), an Eighth Amendment to Loan Agreement dated as of July 17, 2000 (the
Eighth Amendment), and a Ninth Amendment to Loan Agreement dated as of September
21, 2000 (the Ninth Amendment) which, together with the Original Loan Agreement,
the First Amendment, the Second Amendment, the Third Amendment, the Fourth
Amendment, the Fifth Amendment and the Sixth Amendment, Seventh Amendment,
Eighth Amendment and Ninth Amendment hereinafter be referred to collectively as
the Loan Agreement).
C. By this Tenth Amendment, Borrower and Lender wish to amend certain terms
of the Loan Agreement.
NOW, THEREFORE, in consideration of the above recitals and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Borrower and Lender agree as follows:
1. Schedule A to the Loan Agreement is amended to read as follows:
TYPE INTEREST PRINCIPAL FUNDING/ MATURITY CUSTOMER LOAN
OF RATE AMOUNT/ AGREEMENT DATE NUMBER NUMBER
LOAN CREDIT DATE
LIMIT
- ------------------------------------------------------------------------------------------------
Revolving Variable $5,000,000 12/31/97 01/01/02 6512228178 75
Term Variable $ 510,000 12/29/95 01/01/02 6512228178 18
Term Variable $ 500,000 12/31/97 01/01/02 6512228178 59
Term Variable $1,500,000 12/31/97 01/01/02 6512228178 83
Term Variable $ 267,770 12/01/98 01/01/02 6512228178 34
Term Variable $ 400,000 03/22/00 03/15/04 6512228178 91
Revolving Variable $1,000,000 09/25/00 01/01/02 6512228178 117
2. Any and all references in the Loan Agreement to any Promissory Notes
shall be amended to referenced the customer numbers, loan numbers and
Maturity Dates shown on the amended Schedule A to the Loan Agreement.
3 All other terms, covenants and conditions of the Loan Agreement remain
in full force and effect except as specifically modified herein.
IN WITNESS WHEREOF, the parties have executed this Tenth Amendment to Loan
Agreement to be effective as of the day and year first above written.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, A NATIONAL BANKING
ASSOCIATION
By: [ILLEGIBLE]
----------------------------------------
Its: Bus. Banker
------------------------------
NORTECH SYSTEMS INCORPORATED, A
MINNESOTA CORPORATION
By: [ILLEGIBLE]
----------------------------------------
Its: Sr. V.P. Corporate Finance
------------------------------
NORTECH MEDICAL SERVICES, INC.
A MINNESOTA CORPORATION
By: [ILLEGIBLE]
----------------------------------------
Its: Sr. V.P. Corporate Finance
-------------------------------
3
FIRST AMENDMENT OF $267,770.31 PROMISSORY NOTE
----------------------------------------------
This FIRST AMENDMENT OF $267,770.31 PROMISSORY NOTE is effective this 31st
day of December, 2000, by and between Nortech System Incorporated (BORROWER) and
Wells Fargo Bank Minnesota, National Association formerly known as Norwest Bank
Minnesota South, N.A. formerly known as Norwest Bank North County, N.A.,
formerly known as Northern National Bank, (LENDER).
RECITALS:
1. Borrower executed and delivered that certain Variable Rate Commercial
Promissory Note dated December 1, 1998 in the original principal amount of
$267,770.31, payable to the order of Lender (the $267,770.31 Note).
2. The parties desire to enter into this modification agreement to amend
and modify the Interest Rate and Maturity Date under the $267,770.31 Note.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Maturity Date under the $267,770.31 Note shall be and hereby is
amended to be the date of January 1, 2002, and all outstanding principal and
accrued interest shall be due and payable in full on such date.
2. Except as expressly provided in this First Amendment, the $267,770.31
Note remains unmodified and in full force and effect and payments shall continue
until the Note is paid in full.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: [ILLEGIBLE]
-------------------------------
Its [ILLEGIBLE]
-------------------------------
NORTECH SYSTEMS INCORPORATED
By: [ILLEGIBLE]
-------------------------------
Its [ILLEGIBLE]
-------------------------------
1
FIRST AMENDMENT OF $510,000 PROMISSORY NOTE
-------------------------------------------
This FIRST AMENDMENT OF $510,000 PROMISSORY NOTE is effective this 31st day
of December, 2000, by and between Nortech Systems Incorporated (BORROWER) and
Wells Fargo Bank Minnesota, National Association formerly known as Norwest
Bank Minnesota South, N.A. formerly known as Norwest Bank North County, N.A.,
formerly known as Northern National Bank, (LENDER).
RECITALS:
1. Borrower executed and delivered that certain Variable Rate Commercial
Promissory Note dated December 29, 1995 in the original principal amount of
$510,000.00, payable to the order of Lender (the $510,000 Note).
2. The parties desire to enter into this modification agreement to amend
and modify the Interest Rate and Maturity Date under the $510,000 Note.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Maturity Date under the $510,000 Note shall be and hereby is amended
to be the date of January 1, 2002, and all outstanding principal and accrued
interest shall be due and payable in full on such date.
2. The Interest Rate under the $510,000 Note shall be and hereby is amended
to be calculated at a variable rate equal to zero percent (0%) per annum over
the Index Rate.
3. The Index Rate under the $510,000 Note shall be and hereby is amended to
be the prime rate as quoted in the WALL STREET JOURNAL and in effect as of the
date of rate change.
4. Except as expressly provided in this Third amendment, the $510,000 Note
remains unmodified and in full force and effect and payments shall continue
until the Note is paid in full.
[signatures follow]
1
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: [ILLEGIBLE]
-------------------------------
Its [ILLEGIBLE]
-------------------------------
NORTECH SYSTEMS INCORPORATED
By: [ILLEGIBLE]
-------------------------------
Its [ILLEGIBLE]
-------------------------------
2
THIRD AMENDMENT OF $5,000,000 PROMISSORY NOTE
This THIRD AMENDMENT OF $5,000,000 PROMISSORY NOTE is effective this 31st day of
December, 2000, by and between Nortech Systems Incorporated and Nortech Medical
Services, Inc. (BORROWER) and Wells Fargo Bank Minnesota, National Association
formerly known as Norwest Bank Minnesota South, N.A., formerly known as Norwest
Bank North County, N.A. a national banking association, (Lender).
RECITALS:
1. Borrower executed and delivered that certain Commercial/Agricultural
Revolving Note-Variable Rate dated December 31, 1997 in the original principal
amount of $3,000,000.00 (the $5,000,000 Note).
2. The $5,000,000 Note was amended pursuant to an Amendment of $3,000,000
Promissory Note dated December 30, 1998 by and between Borrower and Lender to,
among other things, increase the original principal amount to $5,000,000.00
and further amended Dec 31, 1999.
3. The parties desire to enter into this modification agreement to modify the
Maturity Date under the $5,000,000 Note.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Maturity Date under the $5,000,000 Note shall be and hereby is
amended to be the date of January 1,2002, and all outstanding principal and
accrued interest shall be due and payable in full on such date.
2. Except as expressly provided in this Third Amendment, the $5,000,000 Note
remains unmodified and in full force and effect and payments shall continue
until the Note is paid in full.
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
By:
-------------------------------
Its
-------------------------------
NORTCH SYSTEMS INCORPORATED
By: [illegible]
-------------------------------
Its [illegible]
-------------------------------
NORTCH MEDICAL SERVICES, INC.
By: [illegible]
-------------------------------
Its [illegible]
-------------------------------
2
FIRST AMENDMENT OF $500,000.00 PROMISSORY NOTE
This FIRST AMENDMENT OF $500,000.00 PROMISSORY NOTE is effective the 31st day
of December, 2000, by and between Nortech Systems Incorporated (BORROWER) and
Wells Fargo Bank Minnesota, National Association formerly known as Norwest
Bank Minnesota South, N.A., formerly known as Norwest Bank North County,
N.A., formerly known as Northern National Bank, (LENDER).
RECITALS:
1. Borrower executed and delivered that certain Variable Rate Commercial
Promissory Note dated December 1, 1998 in the original principal amount of
$500,000.00 payable to the order of Lender (the $500,000.00 Note).
2. The parties desire to enter into this modification agreement to amend
and modify the Interest Rate and Maturity Date under the $500,000.00 Note.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Maturity Date under the $500,000.00 Note shall be and hereby is
amended to be the date of January 1, 2002, and all outstanding principal and
accrued interest shall be due and payable in full on such date.
2. Except as expressly provided in this Third amendment, the $500,000.00 Note
remains unmodified and full force and effect and payments shall continue until
the Note is paid in full.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: [illegible]
-------------------------------
Its [illegible]
-------------------------------
NORTECH SYSTEMS INCORPORATED
By: [illegible]
-------------------------------
Its [illegible]
-------------------------------
CONSENT
The undersigned being Guarantor of the above-referenced $500,000 Note pursuant
to that certain Commercial Continuing Guaranty (Limited) dated December 1, 1998
in favor of Wells Fargo Minnesota, National Association, formerly known as
Norwest Bank Minnesota South, N.A., as amended by an Amendment of Guaranty
dated December 30, 1998 by Norwest Bank Minnesota South, N.A., does hereby
consent to the foregoing First Amendment of $500,000 Note.
/s/ Myron Kimin
-------------------------------
Myron Kimin
CONSENT
The undersigned being Guarantor of the above-referenced $500,000 Note pursuant
to that certain Commercial Continuing Guaranty (Limited) dated December 1, 1998
in favor of Wells Fargo Minnesota, National Association, formerly known as
Norwest Bank Minnesota South, N.A. as amended by an Amendment of Guaranty
dated December 30, 1998 by Norwest Bank Minnesota South, N.A., does hereby
consent to the foregoing First Amendment of $500,000 Note.
Curtis Square, Inc.
By: /s/ Myron Kimin
---------------------------
Myron Kimin, Chairman
2
THIRD AMENDMENT OF $1,500,000 PROMISSORY NOTE
---------------------------------------------
This THIRD ADMENDMENT OF $1,500,000 PROMISSORY NOTE is effective this
31st day of December, 2000, by and between Nortech Systems Incorporated and
Nortech Medical Services, Inc. (BORROWER) and Wells Fargo Bank Minnesota,
National Association formerly known as Norwest Bank Minnesota South, N.A., a
national banking association (LENDER).
RECITALS:
1. Borrower executed and delivered that certain Variable Rate
Commercial Promissory Note dated December 31, 1997 in the orginal principal
amount of $1,500,000.00, payable to the order of Lender (the $1,500,000 Note).
2. The $1,500,000 Note was amended pursuant to an Amendment of
$1,500,000 Promissory Note dated December 30, 1998 by and between Borrower and
Lender and further amended pursuant to an Amendment of $1,500,000 Promissory
Note dated December 31, 1999 by and between Borrower and Lender.
3. The parties desire to enter this modification agreement to
amend and modify the Maturity Date under the 1,500,000 Note.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Maturity Date under the $1,500,000 Note shall be and hereby
is amended to be the date of January 1, 2002, and all outstanding principal and
accrued interest shall be due and payable in full on such date.
2. The total principal balance for the $1,500,000 Note is
$900,000.00 as of December 31, 2000.
3. Except as expressly provided in this Third amendment, the
$1,500,000 Note remains unmodified and in full force and effect and payments
shall continue until the Note is paid in full.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: Terry Matson
------------------------
Its Business Banker
--------------------
NORTECH SYSTEMS INCORPORATED
By: ILLEGIBLE
------------------------
Its ILLEGIBLE
-------------------
NORTECH MEDICAL SERVICES, INC.
By: ILLEGIBLE
------------------------
Its ILLEGIBLE
-------------------
CONSENT
The undersigned being Guarantor of the above-referenced $1,500,000 Note pursuant
to that certain Commercial Continuing Guaranty (Limited) dated December 31, 1997
in favor of Wells Fargo Minnesota, National Association, formerly known as
Norwest Bank Minnesota South, N.A., as amended by an Amendment to Guaranty dated
December 30, 1998 by Norwest Bank Minnesota South, N.A., does hereby consent to
the foregoing Third Amendment of $1,500,000 Note.
/s/ Myron Kunin
---------------
Myron Kunin
CONSENT
The undersigned being Guarantor of the above-referenced $1,500,000 Note
pursuant to that certain Commercial Continuing Guaranty (Limited) dated December
31, 1997 in favor of Wells Fargo Minnesota, National Association, formerly known
as Norwest Bank Minnesota South, N.A., as amended by an Amendment Guaranty
dated December 30, 1998, by Norwest Bank Minnesota South, N.A. does hereby
consent to the foregoing Third Amendment of $1,500,000 Note.
Curtis Squire, Inc.
By: /s/ Myron Kunin
---------------
Myron Kunin, Chairman
2
FIFTH AMENDMENT TO PLEDGE AGREEMENT
This Fifth Amendment is effective the 26th day of May, 2000, by and
between Curtis Squire, Inc., a Minnesota corporation ("Pledgor") and Norwest
Bank of Minnesota South, N.A., a national banking association, formerly known as
Northern National Bank ("Secured Party").
RECITALS
A. Pledgor and Secured Party are parties to that certain Stock Pledge
Agreement dated November 4, 1996 (the "Original Pledge Agreement"), as
amended by an Amendment to Pledge Agreement and a Second Amendment to Pledge
Agreement, both dated as of December 31, 1996, further amended by a Third
Amendment to Pledge Agreement dated December 31, 1997, and further amended by
a Fourth Amendment to Pledge Agreement dated September 29, 1998
(collectively, the "Amendments"; which together with the Original Pledge
Agreement shall hereinafter be referred to collectively as the "Pledge
Agreement"), pursuant to which Pledgor granted to Secured Party a security
interest in certain shares of the common stock of Regis Corporation to secure
Pledgor's obligations under that certain Commercial Continuing Guaranty
(Limited) dated as of December 31, 1996 (the "Guaranty"), under which Pledgor
unconditionally guaranteed the payment and performance of certain obligations
of Nortech Systems Incorporated ("Nortech") to Secured Party.
B. Nortech has requested that Secured Party exend to it certain
financial accommodations.
C. Pledgor and Secured Party desire to amend the Pledge Agreement
as set forth herein.
NOW, THEREFORE, in consideration of the above recitals and for other
goods and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Secured Party hereby releases and terminates its security
interest in the following Pledged Shares (the "Released Shares"):
STOCK NUMBER
CERTIFICATE OF
NUMBERS SHARES COMPANY
------- ------ -------
6212 100,000 Regis Corporation
------------------------------------------------
2. Secured Party agrees to promptly return to Pledgor the
certificates evidencing the Released Shares, as well as any and all separate
stock powers pertaining to the Released Shares.
3. Schedule I of the Pledge Agreement is amended to delete the
following information under each of the respective headings:
STOCK NUMBER
CERTIFICATE OF
PLEDGOR NUMBERS SHARES COMPANY
------- ------- ------ -------
"Curtis Squire, Inc. 6212 100,000 Regis Corporation"
--------------------------------------------------------------------
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
be effective as of the day and year first above written.
CURTIS SQUIRE, INC.,
A MINNESOTA CORPORATION
By: ILLEGIBLE
------------------------
Its Secretary
--------------------
NORWEST BANK MINNESOTA SOUTH, N.A.,
A NATIONAL BANKING ASSOCIATION
By: /s/ Terry Matson
------------------------
Its Business Banker
--------------------
2