<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported
September 26, 1994
Inter-Regional Financial Group, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation of organization)
1-8186 41-1228350
(Commission File Number) (IRS Employer Identification Number)
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402-4422
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 371-7750
<PAGE>
Item 5. OTHER EVENTS
Dain Bosworth Acquisition of Clayton Brown
On October 7, 1994, Dain Bosworth Incorporated ("Dain Bosworth"),
the Minneapolis-based regional securities brokerage and
investment banking subsidiary of the registrant, completed the
acquisition of Chicago-based Clayton Brown Holding Company
("Clayton Brown"), a privately held firm specializing in the
origination, underwriting, trading and sale of fixed income
securities through its subsidiary, Clayton Brown & Associates,
Inc.. The aggregate purchase price was between $24 million and
$25 million in cash, and was calculated based on Clayton Brown's
net book value at September 30, 1994, as adjusted in accordance
with the purchase agreement.
Management believes that the acquisition of Clayton Brown,
together with planned retail expansion in the state, gives Dain
Bosworth a platform on which to build a highly competitive
presence in the important Chicago market. Dain Bosworth expects
to retain Clayton Brown offices in Chicago and New York.
Rauscher Pierce Refsnes, Inc., the registrant's Dallas-based
regional securities brokerage and investment banking subsidiary
will retain Clayton Brown's Miami office. Founded in 1967,
Clayton Brown has approximately 140 fixed income professionals
and support staff and is similar in size to Dain Bosworth's fixed
income group.
Clayton Brown's operations will be consolidated with Dain
Bosworth's by mid-November 1994, at which time Clayton Brown's
Chicago and New York offices will assume the Dain Bosworth name.
When the conversion is complete, Regional Operations Group, Inc.,
the registrant's operations, clearing and technology subsidiary,
will begin carrying and handling all clearance and settlement
activities for Clayton Brown's customer accounts.
Tentative Settlement of In Re Taxable Municipal Bond Securities
Litigation
On September 26, 1994, a Settlement Agreement was entered into by
certain settling plaintiffs and settling defendants in connection
with the multi-district proceeding, In Re Taxable Bond Securities
Litigation (MDL 863), in which Rauscher Pierce Refsnes, Inc.
("Rauscher Pierce") is named as a defendant. As described in
detail in previous filings by the registrant on Forms 10-K and
10-Q, this action resulted from Rauscher Pierre's participation
in the underwriting syndicates for seven taxable municipal bond
offerings for an aggregate of $1.55 billion. Rauscher Pierce
underwrote an aggregate of $57.8 million of such bonds and served
as a co-manager of one $200 million bond offering.
The Settlement Agreement provides for the creation of a $25.5
million settlement fund by the settling defendants. The settling
defendants include the underwriters and issuers of the bonds and
the underwriters' counsel. Rauscher Pierce's portion of the
underwriting syndicates' contribution to such settlement fund was
approximately $870,000, which amount was paid to the depository
bank in early October. Such funds will be held in escrow by the
depository bank pending notification of the class of eligible
class plaintiffs and satisfaction of certain requirements
contained in the Settlement Agreement. Such conditions include,
among others, a requirement that the United Statement District
Court for the Eastern District of Louisiana hold a hearing and
determine that the settlement should be approved as fair,
reasonable and adequate. In addition, the settling defendants
have the option to terminate the settlement if the aggregate
amount of the claims of members of the plaintiff class who opt
out exceeds certain specified limits. It is anticipated that,
subject to the satisfaction of all other conditions, the
settlement hearing will be held at the end of the first quarter
or during the second quarter of 1995.
Rauscher Pierce believes that it has substantial and meritorious
defenses to the claims raised by the plaintiffs. If the
settlement is consummated but the plaintiffs in any of the
actions in which it is a defendant elect to opt out of the
settlement, Rauscher Pierce will vigorously defend itself in such
remaining actions. While the outcome of any litigation is
uncertain, management, based in part upon consultation with legal
counsel, believes that the resolution of all such matters will
not have a material adverse effect on the registrant's
consolidated financial condition.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 4(a) Third Amendment to Credit Agreement dated
September 30, 1994.
Exhibit 4(b) Fifth Amendment to Term-Loan Agreement dated
September 30, 1994.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
INTER-REGIONAL FINANCIAL GROUP, INC.
Registrant
Dated: October 14, 1994
By: Daniel J. Reuss
-------------------------
Daniel J. Reuss
Senior Vice President,
Corporate Controller and Treasurer
<PAGE>
INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
INDEX OF EXHIBITS
Exhibit No.
4(a) - Third Amendment to Credit Agreement dated
September 30, 1994.
4(b) - Fifth Amendment to Term-Loan Agreement dated
September 30, 1994.
<PAGE>
Exhibit 4(a)
THIRD AMENDMENT TO CREDIT AGREEMENT
This Amendment is made as of this 30th day of September, 1994, by
and among INTER-REGIONAL FINANCIAL GROUP, INC., a Delaware
corporation (the "Borrower"), the financial institutions that
have executed this Amendment (the "Banks") and Norwest Bank
Minnesota, National Association, a national banking association,
as agent for the Banks (the "Agent").
The Borrower, the Banks and the Agent have entered into a Credit
Agreement dated as of June 23, 1993, as amended by a First
Amendment to Credit Agreement dated as of November 30, 1993 and a
Second Amendment to Credit Agreement dated as of June 27, 1994
(as amended, the "Credit Agreement") by and among the Borrower,
the Banks and the Agent. The Banks have agreed, severally but
not jointly, to make loans to the Borrower on the terms and
conditions set forth in the Credit Agreement.
Loans made by the Banks under the Credit Agreement are evidenced
by promissory notes dated as of June 23, 1993 executed by the
Borrower in favor of each Bank (each, a "Note"). The Notes
mature on June 30, 1995.
The Borrower has requested that the Banks and the Agent amend
certain provisions of the Credit Agreement, and the Banks and the
Agent are willing to do so pursuant to the terms and conditions
set forth in this Agreement.
ACCORDINGLY, the parties hereto hereby agree as follows:
1. Terms used in this Amendment which are defined in the Credit
Agreement shall have the same meanings as defined therein, unless
otherwise defined herein.
2. Section 6.03(c) of the Credit Agreement is hereby amended by
deleting existing Section 6.03(c) in its entirety and by
substituting therefor the following new Section 6.03(c):
"(c) in addition to any guaranties set forth in Exhibit E,
(i) from the date of this Agreement until June 30, 1995, a
guaranty by the Borrower of obligations of ROG in favor of the
Depository Trust Company in an amount not to exceed $15,000,000
at any time (from and after June 30, 1995, no guaranty shall be
permitted by Section 6.03(c)(i)) and (ii) guaranties by the
Borrower of indebtedness (including capitalized lease
obligations) and operating leases of the Subsidiaries (other than
the guaranties permitted by Sections 6.03(d) and 6.03(e));
provided that the sum of the aggregate principal amount of
indebtedness guaranteed plus the aggregate amount of all payments
under operating leases guaranteed under this clause (ii) shall
not exceed $3,000,000;"
3. Section 6.03 of the Credit Agreement is hereby amended by
deleting the word "and" at the end of subsection (b) and by
adding the following new subsections (d) and (e):
"(d) a guaranty by the Borrower in favor of Norwest Bank
Minnesota, National Association of (i) subordinated loans of up
to $10,000,000 from Norwest Bank Minnesota, National Association
to Dain Bosworth Incorporated, and (ii) a subordinated loan of
$3,500,000 from Norwest Bank Minnesota, National Association to
Rauscher Pierce Refsnes, Inc.; and
(e) a guaranty by the Borrower in favor of First Bank
National Association of (i) subordinated loans of up to
$10,000,000 from First Bank National Association to Dain Bosworth
Incorporated, and (ii) a subordinated loan of $3,500,000 from
First Bank National Association to Rauscher Pierce Refsnes, Inc."
4. Section 6.04(c)(iii) of the Credit Agreement is hereby
amended by deleting existing Section 6.04(c)(iii) in its entirety
and by substituting therefor the following new Section
6.04(c)(iii):
"(iii) the sum of all cash consideration paid, the current
market value, as of the date of such investment, of all property
(excluding stock of the Borrower) given and all Indebtedness
incurred or assumed (excluding in acquisitions of stock,
liabilities of the acquired Person other than those assumed in
writing, if any, by the Borrower) in connection with all
acquisitions under this subsection (c) and all acquisitions
under Section 6.04A(b) does not exceed (i) with respect to the
Borrower's fiscal year ending December 31, 1994, the aggregate
amount of $27,000,000, and (ii) with respect to any fiscal year
of the Borrower other than the fiscal year ending December 31,
1994, the aggregate amount of $25,000,000;"
5. Section 6.04A(b) of the Credit Agreement is hereby amended by
deleting existing Section 6.04A(b) in its entirety and by
substituting therefor the following new Section 6.04A(b):
"(b) the sum of all cash consideration paid, the current
market value, as of the date of such investment, of all property
(excluding stock of the Borrower) given and all Indebtedness
incurred or assumed (excluding in stock acquisitions, liabilities
of the acquired Person, other than those assumed in writing, if
any, by the Acquiring Subsidiary) by such Acquiring Subsidiary in
connection with each such acquisition does not exceed, (i) with
respect to the Borrower's fiscal year ended December 31, 1994,
the aggregate amount of $27,000,000, and (ii) with respect to any
fiscal year of the Borrower other than the fiscal year ending
December 31, 1994, 10% of the Consolidated Net Worth as of the
end of the most recent fiscal quarter for which financial
statements have been delivered to the Banks pursuant to Section
5.01(b); and"
6. Section 6.04A(c) of the Credit Agreement is hereby amended by
deleting existing Section 6.04A(c) in its entirety and by
substituting therefor the following new Section 6.04A(c):
"(c) the sum of all cash consideration paid, the current
market value, as of the date of such investment, of all property
(excluding stock of the Borrower) and Indebtedness incurred or
assumed (excluding in stock acquisitions, liabilities of the
acquired Person other than those assumed in writing, if any, by
the Acquiring Subsidiary) in connection with all acquisitions
under this Section 6.04A and under Section 6.04(c)(iii) does not
exceed (i) with respect to the Borrower's fiscal year ending
December 31, 1994, the aggregate amount of $27,000,000, and (ii)
with respect to any fiscal year of the Borrower other than the
fiscal year ending December 31, 1994, the aggregate amount of
$25,000,000.
7. Section 7.01(i) of the Credit Agreement is hereby amended by
deleting the phrase "(other than this Agreement and the Notes)"
as it appears in the fourth line of Section 7.01(i) and by
substituting therefor the phrase "(other than to Norwest Bank
Minnesota, National Association or to First Bank National
Association)".
8. Section 7.01 of the Credit Agreement is hereby amended by
deleting the period at the end of subsection (o) and by
substituting therefor the word "; or" and by adding the following
new subsections (p) and (q) at the end thereof:
"(p) The Borrower shall repudiate, purport to revoke, or
fail to perform any of its obligations under any guaranty given
by the Borrower in favor of Norwest Bank Minnesota, National
Association or First Bank National Association; or
(q) A default in the payment of or performance (and, in the
case of a default in the performance of any obligation other than
a payment obligation, the continuance of such default for a
period of 30 days after there has been given, by delivery or
first class mail, written notice specifying such default) of any
obligation of the Borrower, Dain Bosworth Incorporated, Rauscher
Pierce Refsnes, Inc., ROG or any other Subsidiary of the Borrower
to Norwest Bank Minnesota, National Association or to First Bank
National Association under any bond, debenture, note or other
evidence of indebtedness or under any indenture, loan agreement
or other instrument under which such evidence of indebtedness has
been issued (other than a default in whose performance is
elsewhere in this Section specifically dealt with)."
9. Section 10.01 of the Credit Agreement is hereby amended by
deleting existing Section 10.01 in its entirety and by
substituting therefor the following new Section 10.01:
"Section 10.01 Pro Rata Sharing of Payments Applied to the
Notes. Each Bank agrees that if it shall apply any payment
(whether received by such Bank directly from the Borrower, by
exercising any right of setoff or counterclaim or otherwise) to
the principal and interest owing to such Bank under this
Agreement which application is in an amount greater than the
amount of payment applied by the other Bank to the principal and
interest owing to such other Bank under this Agreement, the Bank
applying such proportionately greater amount shall purchase such
participations in the obligations of the Borrower to the other
Bank, and such adjustments shall be made, as may be required so
that such payments of principal and interest with respect to
amounts owed by the Borrower to the Banks under this Agreement
shall be shared by the Banks pro rata based upon their respective
Percentages; provided, that nothing in this Section shall impair
the right of a Bank to receive any payment or to exercise any
right or remedy, including, without limitation, any right of
setoff or counterclaim and to apply the amount so received or
recovered to the payment of the Borrower's indebtedness to such
Bank other than the Borrower's indebtedness to such Bank under
this Agreement; provided, further, however, that if any such
payment shall be recovered or must otherwise be restored, such
purchase in respect thereof shall be rescinded, without interest.
10. Each Bank agrees to provide to the other Bank a copy of any
notice of default or acceleration relating to indebtedness of the
Borrower or any Subsidiary of the Borrower to such Bank (other
than under this Agreement) simultaneously with such Bank's
delivery of any such notice to the Borrower. This paragraph 10
is for the exclusive benefit of the Banks (and not for the
benefit of the Borrower or its Subsidiaries) and the failure of a
Bank to provide such simultaneous notice to the other Bank shall
not impair in any way the effectiveness of any such notice given
by such Bank to the Borrower or to any Subsidiary of the
Borrower.
11. Except as explicitly amended by this Amendment, all of the
terms and conditions of the Credit Agreement shall remain in full
force and effect and shall apply to any advance or letter of
credit thereunder.
12. The Borrower hereby represents and warrants to the Banks as
follows:
(a) The Borrower has all requisite power and authority to
execute this Amendment and to perform all of its obligations
hereunder, and this Amendment has been duly executed and
delivered by the Borrower and constitutes the legal, valid and
binding obligation of the Borrower, enforceable in accordance
with its terms.
(b) The execution, delivery and performance by the Borrower
of this Amendment have been duly authorized by all necessary
corporate action and do not (i) require any authorization,
consent or approval by any governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign,
(ii) violate any provision of any law, rule or regulation or of
any order, writ, injunction or decree presently in effect, having
applicability to the Borrower, or the articles of incorporation
or by-laws of the Borrower, or (iii) result in a breach of or
constitute a default under any indenture or loan or credit
agreement or any other agreement, lease or instrument to which
the Borrower is a party or by which it or its properties may be
bound or affected.
(c) All of the representations and warranties contained in
Article IV of the Credit Agreement are correct on and as of the
date hereof as though made on and as of such date, except to the
extent that such representations and warranties relate solely to
an earlier date.
13. This Agreement shall be of no force or effect until the
Banks shall have received the following, in form and substance
satisfactory to the Banks:
(a) A copy of the resolutions adopted by the Board of
Directors of the Borrower authorizing the execution and delivery
of this Amendment, certified as having been duly adopted prior to
and as being in effect on the date of this Amendment; and
(b) A signed copy of an opinion of counsel for the
Borrower, addressed to the Banks in form and content acceptable
to the Bank.
14. All references in the Credit Agreement to "this Agreement"
shall be deemed to refer to the Credit Agreement as amended
hereby; and any and all references in the Loan Documents shall be
deemed to refer to the Credit Agreement as amended hereby.
15. The execution of this Amendment and acceptance of any
documents related hereto shall not be deemed to be a waiver of
any Default or Event of Default under the Credit Agreement, or
breach, default or event of default under any Loan Document or
other document held by the Agent, whether or not known to the
Agent and whether or not existing on the date of this Amendment.
16. The Borrower hereby absolutely and unconditionally releases
and forever discharges the Agent and the Banks, and any and all
participants, parent corporations, subsidiary corporations,
affiliated corporations, insurers, indemnitors, successors and
assigns thereof, together with all of the present and former
directors, officers, agents and employees of any of the
foregoing, from any and all claims, demands or causes of action
of any kind, nature or description, whether arising in law or
equity or upon contract or tort or under any state or federal law
or otherwise, which the Borrower has had, now has or has made
claim to have against any such person for or by reason of any
act, omission, matter, cause or thing whatsoever relating to the
Credit Agreement and the other Loan Documents arising from the
beginning of time to and including the date of this Amendment,
whether such claims, demands and causes of action are matured or
unmatured or known or unknown.
17. The Borrower hereby reaffirms its agreement under the Credit
Agreement to pay or reimburse the Agent on demand for all costs
and expenses incurred by the Agent in connection with the Loan
Documents and all other documents contemplated thereby, including
without limitation all reasonable fees and disbursements of legal
counsel. Without limiting the generality of the foregoing, the
Borrower specifically agrees to pay all fees and disbursements of
counsel to the Agent for the services performed by such counsel
in connection with the preparation of this Amendment and the
documents and instruments incidental hereto.
18. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall
be deemed an original and all of which counterparts, taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
INTER-REGIONAL FINANCIAL GROUP, INC.
By Daniel J. Reuss
-------------------------------
Its Senior Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Agent
By Byron Payne
-------------------------------
Its Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By Byron Payne
-------------------------------
Its Assistant Vice President
FIRST BANK NATIONAL ASSOCIATION
By Jose Peris
-------------------------------
Its Vice President
<PAGE>
Exhibit 4(b)
FIFTH AMENDMENT TO TERM LOAN AGREEMENT
This Amendment is made as of this 30th day of September, 1994, by
and between INTER-REGIONAL FINANCIAL GROUP, INC., a Delaware
corporation (the "Borrower") and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, a national banking association (the "Bank").
The Borrower and the Bank have entered into a Term Loan Agreement
dated as of October 16, 1992, as amended by a First Amendment to
Term Loan Agreement dated as of March 12, 1993, a Second
Amendment to Term Loan Agreement dated as of June 23, 1993, a
Third Amendment to Term Loan Agreement dated as of November 30,
1993 and a Fourth Amendment to Term Loan Agreement dated as of
June 27, 1994 (as amended, the "Loan Agreement"), pursuant to
which the Bank made the Term Loan to the Borrower subject to the
terms and conditions set forth in the Loan Agreement.
The Term Loan made by the Bank to the Borrower under the Loan
Agreement is evidenced by the Term Note of the Borrower dated
October 16, 1992, payable to the order of the Bank in the
original principal of $2,000,000 (the "Term Note").
The Borrower has requested that the Bank amend certain provisions
of the Loan Agreement and the Bank is willing to do so pursuant
to the terms and conditions set forth in this Agreement.
ACCORDINGLY, the parties hereto agree as follows:
1. All capitalized terms used in this Amendment, unless
specifically defined herein, shall have the meanings given to
such terms in the Loan Agreement.
2. Section 6.03(c) of the Loan Agreement is hereby amended by
deleting existing Section 6.03(c) in its entirety and by
substituting therefor the following new Section 6.03(c):
"(c) in addition to any guaranties set forth in Exhibit D,
(i) from the date of this Agreement until June 30, 1995, a
guaranty by the Borrower of obligations of ROG in favor of the
Depository Trust Company in an amount not to exceed $15,000,000
at any time (from and after June 30, 1995, no guaranty shall be
permitted by Section 6.03(c)(i)) and (ii) guaranties by the
Borrower of indebtedness (including capitalized lease
obligations) and operating leases of the Subsidiaries (other than
the guaranties permitted by Sections 6.03(d) and 6.03(e));
provided that the sum of the aggregate principal amount of
indebtedness guaranteed plus the aggregate amount of all payments
under operating leases guaranteed under this clause (ii) shall
not exceed $3,000,000;"
3. Section 6.03 of the Loan Agreement is hereby amended by
deleting the word "and" at the end of subsection (b) and by
adding the following new subsections (d) and (e):
"(d) a guaranty by the Borrower in favor of the Bank of (i)
subordinated loans of up to $10,000,000 from the Bank to Dain
Bosworth Incorporated, and (ii) a subordinated loan of $3,500,000
from the Bank to Rauscher Pierce Refsnes, Inc.; and
(e) a guaranty by the Borrower in favor of First Bank
National Association of (i) subordinated loans of up to
$10,000,000 from First Bank National Association to Dain Bosworth
Incorporated, and (ii) a subordinated loan of $3,500,000 from
First Bank National Association to Rauscher Pierce Refsnes, Inc."
4. Section 6.04(c)(iii) of the Loan Agreement is hereby amended
by deleting existing Section 6.04(c)(iii) in its entirety and by
substituting therefor the following new Section 6.04(c)(iii):
"(iii) the sum of all cash consideration paid, the current
market value, as of the date of such investment, of all property
(excluding stock of the Borrower) given and all Indebtedness
incurred or assumed (excluding in acquisitions of stock,
liabilities of the acquired Person other than those assumed in
writing, if any, by the Borrower) in connection with all
acquisitions under this subsection (c) and all acquisitions under
Section 6.04A(b) does not exceed (i) with respect to the
Borrower's fiscal year ending December 31, 1994, the aggregate
amount of $27,000,000, and (ii) with respect to any fiscal year
of the Borrower other than the fiscal year ending December 31,
1994, the aggregate amount of $25,000,000;"
5. Section 6.04A(b) of the Loan Agreement is hereby amended by
deleting existing Section 6.04A(b) in its entirety and by
substituting therefor the following new Section 6.04A(b):
"(b) the sum of all cash consideration paid, the current
market value, as of the date of such investment, of all property
(excluding stock of the Borrower) given and all Indebtedness
incurred or assumed (excluding in stock acquisitions, liabilities
of the acquired Person, other than those assumed in writing, if
any, by the Acquiring Subsidiary) by such Acquiring Subsidiary in
connection with each such acquisition does not exceed, (i) with
respect to the Borrower's fiscal year ended December 31, 1994,
the aggregate amount of $27,000,000, and (ii) with respect to any
fiscal year of the Borrower other than the fiscal year ending
December 31, 1994, 10% of the Consolidated Net Worth as of the
end of the most recent fiscal quarter for which financial
statements have been delivered to the Bank pursuant to Section
5.01(b); and"
6. Section 6.04A(c) of the Loan Agreement is hereby amended by
deleting existing Section 6.04A(c) in its entirety and by
substituting therefor the following new Section 6.04A(c):
"(c) the sum of all cash consideration paid, the current
market value, as of the date of such investment, of all property
(excluding stock of the Borrower) and Indebtedness incurred or
assumed (excluding in stock acquisitions, liabilities of the
acquired Person other than those assumed in writing, if any, by
the Acquiring Subsidiary) in connection with all acquisitions
under this Section 6.04A and under Section 6.04(c)(iii) does not
exceed (i) with respect to the Borrower's fiscal year ending
December 31, 1994, the aggregate amount of $27,000,000, and (ii)
with respect to any fiscal year of the Borrower other than the
fiscal year ending December 31, 1994, the aggregate amount of
$25,000,000.
7. Section 7.01(i) of the Loan Agreement is hereby amended by
deleting the phrase "(other than this Agreement and the Term
Note)" as it appears in the fourth line of Section 7.01(i) and by
substituting therefor the phrase "(other than to the Bank or to
First Bank National Association)".
8. Section 7.01 of the Loan Agreement is hereby amended by
deleting the period at the end of subsection (o) and by
substituting therefor the word "; or" and by adding the following
new subsections (p) and (q) at the end thereof:
"(p) The Borrower shall repudiate, purport to revoke, or
fail to perform any of its obligations under any guaranty given
by the Borrower in favor of the Bank or First Bank National
Association; or
(q) A default in the payment of or performance (and, in the
case of a default in the performance of any obligation other than
a payment obligation, the continuance of such default for a
period of 30 days after there has been given, by delivery or
first class mail, a written notice specifying such default) of
any obligation of the Borrower, Dain Bosworth Incorporated,
Rauscher Pierce Refsnes, Inc., ROG or any other Subsidiary of the
Borrower to the Bank or to First Bank National Association under
any bond, debenture, note or other evidence of indebtedness or
under any indenture, loan agreement or other instrument under
which such evidence of indebtedness has been issued (other than a
default in whose performance is elsewhere in this Section
specifically dealt with)."
9. The Borrower hereby represents and warrants to the Bank that:
(a) The Borrower has all requisite power and authority,
corporate or otherwise, to conduct its business, to own its
properties and to execute and deliver this Amendment and perform
all of its obligations under the Loan Agreement, as amended by
this Amendment, and under the Term Note.
(b) The execution, delivery and performance by the Borrower
of its obligations under the Loan Agreement, as amended by this
Amendment, and under the Term Note has been duly authorized by
all necessary corporate action on the part of the Borrower and do
not and will not (1) require any consent or approval of the
stockholders of the Borrower, or any authorization, consent or
approval by any governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, (2)
violate any provision of any law, rule or regulation (including,
without limitation, Regulation X of the Board of Governors of the
Federal Reserve System) or of any order, writ, injunction or
decree presently in effect having applicability to the Borrower
or of the Certificate of Incorporation or Bylaws of the Borrower,
(3) result in a breach of or constitute a default under any
indenture or loan or credit agreement or any other agreement,
lease or instrument to which the Borrower is a party or by which
the Borrower or its properties may be bound or affected, or (4)
result in, or require, the creation or imposition of any
mortgage, deed of trust, pledge, lien, security interest or other
charge or encumbrance of any nature upon or with respect to any
of the properties now owned or hereafter acquired by the
Borrower.
(c) The Loan Agreement, as amended by this Amendment, and
the Term Note constitute the legal, valid and binding obligations
of the Borrower enforceable against the Borrower in accordance
with their respective terms.
(d) All of the representations and warranties contained in
Article IV of the Loan Agreement are correct on and as of the
date hereof, except to the extent that such representations and
warranties relate solely to an earlier date.
10. This Agreement shall be of no force or effect until the Bank
shall have received the following, in form and substance
satisfactory to the Bank:
(a) A copy of the resolutions adopted by the Board of
Directors of the Borrower authorizing the execution and delivery
of this Amendment, certified as having been duly adopted prior to
and as being in effect on the date of this Amendment; and
(b) A signed copy of an opinion of counsel for the
Borrower, addressed to the Bank in form and content acceptable to
the Bank.
11. On the date this Amendment becomes effective, all references
in the Loan Agreement to "this Agreement" and all references in
the Term Note to the "Term Loan Agreement" shall be deemed to
refer to the Loan Agreement as amended by this Amendment.
12. Except as explicitly amended by this Amendment, all of the
original terms and conditions of the Loan Agreement and the Term
Note shall remain in full force and effect.
13. The Borrower hereby agrees to pay all reasonable fees and
disbursements of counsel to the Bank for the services performed
by such counsel in connection with the preparation of this
Amendment and any documents or instruments incidental thereto.
14. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and
all such counterparts, taken together, shall constitute but one
and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the day and year first above written.
INTER-REGIONAL FINANCIAL GROUP, INC.
By Daniel J. Reuss
-----------------------------
Its Senior Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By Byron Payne
----------------------------
Its Vice President
