SUCH PROVISION
SHALL BE INEFFECTIVE IN SUCH JURISDICTION ONLY TO THE EXTENT OF SUCH
PROHIBITION, INVALIDITY OR UNENFORCEABILITY, WITHOUT INVALIDATING OR RENDERING
UNENFORCEABLE THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF
THIS AMENDMENT, THE OTHER AMENDMENT DOCUMENTS OR ANY OTHER STATEMENT, INSTRUMENT
OR TRANSACTION CONTEMPLATED HEREBY OR THEREBY OR RELATING HERETO OR THERETO IN
SUCH JURISDICTION, OR AFFECTING THE EFFECTIVENESS, VALIDITY OR ENFORCEABILITY OF
SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 8. SUCCESSORS.
THE AMENDMENT DOCUMENTS SHALL BE BINDING UPON THE
BORROWER AND THE LENDER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL
INURE TO THE BENEFIT OF THE BORROWER AND THE LENDER AND THE SUCCESSORS AND
ASSIGNS OF THE LENDER.
SECTION 9. LEGAL EXPENSES.
AS PROVIDED IN SECTION 8.2 OF THE CREDIT AGREEMENT,
THE BORROWER AGREES TO REIMBURSE THE LENDER, UPON EXECUTION OF THIS AMENDMENT,
FOR ALL REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEY' FEES AND LEGAL
EXPENSES OF DORSEY & WHITNEY LLP, COUNSEL FOR THE LENDER) INCURRED IN CONNECTION
WITH THE CREDIT AGREEMENT, INCLUDING IN CONNECTION WITH THE NEGOTIATION,
PREPARATION AND EXECUTION OF THE AMENDMENT DOCUMENTS AND ALL OTHER DOCUMENTS
NEGOTIATED, PREPARED AND EXECUTED IN CONNECTION WITH THE AMENDMENT DOCUMENTS,
AND IN ENFORCING THE OBLIGATIONS OF THE BORROWER UNDER THE AMENDMENT DOCUMENTS,
AND TO PAY AND SAVE THE LENDER HARMLESS FROM ALL LIABILITY FOR, ANY STAMP OR
OTHER TAXES WHICH MAY BE PAYABLE WITH RESPECT TO THE EXECUTION OR DELIVERY OF
THE AMENDMENT DOCUMENTS, WHICH OBLIGATIONS OF THE BORROWER SHALL SURVIVE ANY
TERMINATION OF THE CREDIT AGREEMENT.
SECTION 10. HEADINGS.
THE HEADINGS OF VARIOUS SECTIONS OF THIS AMENDMENT HAVE
BEEN INSERTED FOR REFERENCE ONLY AND SHALL NOT BE DEEMED TO BE A PART OF THIS
AMENDMENT.
SECTION 11. COUNTERPARTS.
THE AMENDMENT DOCUMENTS MAY BE EXECUTED IN SEVERAL
COUNTERPARTS AS DEEMED NECESSARY OR CONVENIENT, EACH OF WHICH, WHEN SO EXECUTED,
SHALL BE DEEMED AN ORIGINAL, PROVIDED THAT ALL SUCH COUNTERPARTS SHALL BE
REGARDED AS ONE AND THE SAME DOCUMENT, AND EITHER PARTY TO THE AMENDMENT
DOCUMENTS MAY EXECUTE ANY SUCH AGREEMENT BY EXECUTING A COUNTERPART OF SUCH
AGREEMENT.
SECTION 12. GOVERNING LAW.
THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF
LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the date and year first above written.
BORROWER:
MAGSTAR TECHNOLOGIES, INC.
F/K/A REUTER MANUFACTURING, INC.
By:
/s/ J. L. Reissner
Title:
CEO
LENDER:
U.S. BANK NATIONAL ASSOCIATION
By:
/s / W. Sweeney
Title:
VP