this Amendment.
8.
Effect on Loan Documents.
(A)
THE LOAN AGREEMENT, AS AMENDED HEREBY, AND THE OTHER LOAN
DOCUMENTS SHALL BE AND REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS
RESPECTIVE TERMS AND HEREBY IS RATIFIED AND CONFIRMED IN ALL RESPECTS.
THE
EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AMENDMENT SHALL NOT, EXCEPT AS
EXPRESSLY SET FORTH HEREIN, OPERATE AS A WAIVER OF OR, EXCEPT AS EXPRESSLY SET
FORTH HEREIN, AS AN AMENDMENT OF, ANY RIGHT, POWER, OR REMEDY OF AGENT OR ANY
LENDER UNDER THE LOAN AGREEMENT, AS IN EFFECT PRIOR TO THE DATE HEREOF.
THE
WAIVERS,
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CONSENTS, AND MODIFICATIONS HEREIN ARE LIMITED TO THE SPECIFICS HEREOF, SHALL
NOT APPLY WITH RESPECT TO ANY FACTS OR OCCURRENCES OTHER THAN THOSE ON WHICH THE
SAME ARE BASED, SHALL NOT EXCUSE FUTURE NON-COMPLIANCE WITH THE LOAN AGREEMENT,
AND SHALL NOT OPERATE AS A CONSENT TO ANY FURTHER OR OTHER MATTER, UNDER THE
LOAN DOCUMENTS.
(B)
UPON AND AFTER THE EFFECTIVENESS OF THIS AMENDMENT, EACH REFERENCE
IN THE LOAN AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", "HEREIN", "HEREOF" OR
WORDS OF LIKE IMPORT REFERRING TO THE LOAN AGREEMENT, AND EACH REFERENCE IN THE
OTHER LOAN DOCUMENTS TO "THE AGREEMENT", "THEREUNDER", "THEREIN", "THEREOF" OR
WORDS OF LIKE IMPORT REFERRING TO THE LOAN AGREEMENT, SHALL MEAN AND BE A
REFERENCE TO THE LOAN AGREEMENT AS MODIFIED AND AMENDED HEREBY.
(C)
TO THE EXTENT THAT ANY TERMS AND CONDITIONS IN ANY OF THE LOAN
DOCUMENTS SHALL CONTRADICT OR BE IN CONFLICT WITH ANY TERMS OR CONDITIONS OF THE
LOAN AGREEMENT, AFTER GIVING EFFECT TO THIS AMENDMENT, SUCH TERMS AND CONDITIONS
ARE HEREBY DEEMED MODIFIED OR AMENDED ACCORDINGLY TO REFLECT THE TERMS AND
CONDITIONS OF THE LOAN AGREEMENT AS MODIFIED OR AMENDED HEREBY.
9.
Further Assurances.
Borrower and each Guarantor shall execute
and deliver all agreements, documents, and instruments, in form and substance
satisfactory to Agent, and take all actions as Agent may reasonably request from
time to time, to perfect and maintain the perfection and priority of the
security interests of Agent, for the benefit of the Lender Group, in the
Collateral and to fully consummate the transactions contemplated under this
Amendment and the Loan Agreement.
10.
Entire Agreement.
This Amendment, together with all other
instruments, agreements, and certificates executed by the parties in connection
herewith or with reference thereto, embody the entire understanding and
agreement between the parties hereto and thereto with respect to the subject
matter hereof and thereof and supersede all prior agreements, understandings,
and inducements, whether express or implied, oral or written.
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date
first above written.
PROVELL, INC., a Minnesota corporation,
formerly known as DAMARK
INTERNATIONAL, INC.
By:
/s/ GEORGE S. RICHARDS
Name:
George S. Richards
Title:
Chairman, President and Chief
Executive Officer
FOOTHILL CAPITAL CORPORATION, a
California corporation, as Agent and as a Lender
By:
/s/TODD A. DAVOCK
Name:
Todd A. Davock
Title:
Vice President
ABLECO FINANCE LLC,