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Compex Technologies - Ex-10.9 Amendment No. 3 To Credit Agreement
Exhibit 10.9
AMENDMENT NO. 3
TO
CREDIT AGREEMENT
AND WAIVER
This Amendment No. 3 to Credit Agreement and Waiver , dated as of June 30, 2003 (the "Amendment"), between Compex Technologies, Inc., a Minnesota corporation f/k/a Rehabilicare Inc. (the "Borrower") and U.S. Bank National Association (the "Bank").
RECITALS:
A. The Borrower and the Bank are the parties to that certain Credit Agreement dated as of July 14, 1999, as amended by an Amendment No. 1 to Credit Agreement and Waiver dated as of March 31, 2001, and an Amendment No. 2 to Credit Agreement dated as of June 30, 2002 (as so amended, the "Original Agreement").
B. The Borrower has requested that the Bank amend certain Sections of the Original Agreement and waive certain Defaults or Events of Default.
C. Subject to the terms and conditions of this Amendment, the Bank will agree to the foregoing requests of the Borrower.
NOW, THEREFORE, the parties agree as follows:
1. Defined Terms. All capitalized terms used in this Amendment shall, except where the context otherwise requires, have the meanings set forth in the Original Agreement as amended hereby.
2. Amendments. The definition of "Revolving Credit Termination Date" appearing in Section 1.1 of the Original Agreement is amended by extending the date "July 1, 2003" appearing therein to the date "July 1, 2004."
3. Conditions to Effectiveness. This Amendment shall become effective on the date (the "Effective Date") when, and only when, the Bank shall have received:
(a) Counterparts of this Amendment executed by the Borrower;
(b) A certified copy of the resolutions of the Board of Directors of the Borrower authorizing or ratifying the transactions contemplated hereby, designating the officers authorized to execute and/or deliver this Amendment and any other documents to be executed and/or delivered by the Borrower in connection herewith;
(c) An Incumbency Certificate signed by the Secretary of the Borrower setting forth names of each officer of the Borrower designated to execute and/or deliver this Amendment and any other documents to be executed and/or delivered by the Borrower in connection herewith and an original sample of the signature thereof;
(d) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i) that there have been no changes to the articles of incorporation or bylaws of the Borrower previously delivered to the Bank; or if (i) is not correct, (ii) that the Articles and/or By-Laws delivered to the Bank in connection with this Amendment are true and correct copies of the Articles of Incorporation and/or By-Laws of the Borrower currently in full force and effect;
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(e) A Certificate (or other evidence) of Good Standing for the Borrower issued by the Secretary of State of the State of Minnesota; and
(f) Such other documents or other items as the Bank may reasonably request.
4. Representations and Warranties. To induce the Bank to enter into this Amendment, the Borrower represents and warrants to the Bank as follows:
(a) The execution, delivery and performance by the Borrower of this Amendment and any other documents to be executed and/or delivered by the Borrower in connection herewith have been duly authorized by all necessary corporate action, do not require any approval or consent of, or any registration, qualification or filing with, any government agency or authority or any approval or consent of any other person (including, without limitation, any stockholder), do not and will not conflict with, result in any violation of or constitute any default under, any provision of the Borrower's articles of incorporation or bylaws, any agreement binding on or applicable to the Borrower or any of its property, or any law or governmental regulation or court decree or order, binding upon or applicable to the Borrower or of any of its property and will not result in the creation or imposition of any security interest or other lien or encumbrance in or on any of its property pursuant to the provisions of any agreement applicable to the Borrower or any of its property except pursuant to the Loan Documents to which the Borrower is a party;
(b) The representations and warranties contained in ARTICLE VII of the Original Agreement are true and correct as of the date hereof as though made on that date except to the extent that such representations and warranties relate solely to an earlier date;
(c) No events have taken place and no circumstances exist at the date hereof which would give the Borrower the right to assert a defense, offset or counterclaim to any claim by the Bank for payment of the Obligations;
(d) The Original Agreement, as amended by this Amendment and the other Loan Documents to which the Borrower is a party remain in full force and effect and are the legal, valid and binding obligations of the Borrower and are enforceable in accordance with their respective terms, subject to l...
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