Exhibit 10.1
FIRST AMENDMENT TO TERM LOAN
AND CREDIT AGREEMENT
THIS FIRST AMENDMENT is made as of the 5th day of March, 1999, and is by and
between LA CANASTA OF MINNESOTA, INC. (the "Borrower") and NORWEST BANK
MINNESOTA, NATIONAL ASSSOCIATION (the "Bank").
BACKGROUND
The Borrower and the Bank entered into a Term Loan and Credit Agreement dated
June 24, 1998 (the "Agreement"), pursuant to which the Bank extended to the
Borrower a (i) a $1,200,000.00 conditional revolving line of credit; and (ii) a
$1,293,352.84 term loan.
The Borrower has requested the Bank allow the Borrower to incur certain purchase
money indebtedness and grant a security interest in or lien on the property it
purchases to secure said purchase money indebtedness. The Bank is willing to
grant the Borrower's request, subject to the terms and conditions of this First
Amendment. Capitalized terms not otherwise defined in this First Amendment shall
have the meaning ascribed in the Agreement.
In consideration of the premises, the Bank and the Borrower agree that the
Agreement is hereby amended as follows:
1. Section 1.6 of the Agreement is hereby deleted in its entirety and restated
as follows:
"1.6 "Borrowed Money" shall mean funds obtained by incurring
contractual indebtedness, but shall not include (i) trade accounts
payable; (ii) money borrowed from the Bank; or (iii) purchase money
indebtedness (including capitalized leases) for business purposes which
does not exceed a total principal amount of $1,500,000.00."
2. Section 1.19 of the Agreement is hereby amended by inserting the
following as new subsection D immediately after subsection C:
"D. Liens which secure purchase money indebtedness allowed under this
Agreement."
3. The Borrower hereby represents and warrants to the Bank as follows:
A. The Agreement, as amended by this First Amendment,
constitutes valid, legal and binding obligations owed by the
Borrower to the Bank, subject to no counterclaim, defense,
offset, abatement or recoupment.
B. As of the date first written above, (i) all of the
representations and warranties contained in the Agreement
are true, and (ii) there exists no event of default
described in the Agreement, nor does there exist any event
which, with the giving of notice or the passage of time, or
both, could become such an event of default.
C. The execution, delivery and performance of this First
Amendment 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. The audited financial statements of the Borrower dated
September 30, 1998, and the unaudited interim financial
statements of the Borrower dated December 31, 1998, fairly
represent the financial condition of the Borrower as of said
respective dates, and have been prepared in accordance with
generally accepted accounting principles consistently
applied, and there have been no materially adverse changes
in the financial condition of the Borrower since
December 31, 1998.
4. Except as expressly modified by this First Amendment, the Agreement
remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the Borrower and the Bank have executed this First Amendment
on the date first written above.
LA CANASTA OF NORWEST BANK MINNESOTA,
MINNESOTA, INC. NATIONAL ASSOCIATION
By: /s/ A. Xxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxxxx
Its: Senior Vice President Its: Vice President
ACKNOWLEDGMENT
Sparta Foods, Inc. hereby consents to the foregoing First Amendment and
acknowledges that its guaranty dated June 24, 1998 remains in full force
and effect.
Xxxxx 0, 0000 XXXXXX FOODS, INC.
By: /s/ A. Xxxxxxx Xxxxx
Its: Senior Vice President
