Exhibit
10.6(d)
FOURTH AMENDMENT TO AMENDED
AND RESTATED LOAN AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND
RESTATED LOAN AGREEMENT (this “ Amendment ”) is
made and entered into as of September 20, 2008, by and between
HENNESSY ADVISORS, INC. , a California corporation (“
Borrower ”), and U.S. BANK NATIONAL ASSOCIATION
, a national banking association (“ Lender ”),
and has reference to the following facts and circumstances (the
“ Recitals ”):
A. Borrower and Lender entered into
the Amended and Restated Loan Agreement dated as of July 1,
2005, as amended by the First Amendment to Amended and Restated
Loan Agreement dated as of February 1, 2007, the Second
Amendment to Amended and Restated Loan Agreement dated as of
February 1, 2008 and the Third Amendment to Amended and
Restated Loan Agreement dated as of Juen 25, 2008 (as amended, the
“ Agreement ”; all capitalized terms used and
not otherwise defined in this Amendment shall have the respective
meanings ascribed to them in the Agreement as amended by this
Amendment).
B. Borrower that the Agreement be
further amended as described below, and Lender has agreed to
further amend the Agreement in the manner hereinafter set
forth.
NOW, THEREFORE, in consideration of
the premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Borrower
and Lender hereby agree as follows:
1. Recitals .
The Recitals are true and correct,
and, together with the defined terms set forth therein, are
incorporated herein by this reference.
2. Amendment to Agreement
. Section 5.01(o)(ii) of the Agreement is
deleted and replaced with the following:
“(ii)
Minimum Consolidated Fixed Charge Coverage Ratio
. Borrower will have a Consolidated Fixed Charge Coverage Ratio of
at least 1.25 to 1.00, measured as of the last day of each fiscal
quarter, for the four (4) consecutive fiscal quarter period
ending on such day.”
3. Costs and Expenses
. Borrower hereby agrees
to reimburse Lender upon demand for all out-of-pocket costs and
expenses (including, without limitation, reasonable
attorneys’ fees and expenses) incurred by Lender in the
preparation, negotiation and execution of this Amendment and any
and all other agreements, documents, instruments and/or
certificates relating to the amendment of Borrower’s existing
credit facilities with Lender. Borrower further agrees to pay or
reimburse Lender for (a) any stamp or other taxes (excluding
income or gross receipts taxes) which may be payable with respect
to the execution, delivery, filing and/or recording of any of the
Transaction Documents and (b) the cost of any filings and
searches, including, without limitation, Uniform Commercial Code
filings and searches. All of the obligations of Borrower under this
paragraph shall survive the payment of the Borrower’s
Obligations and the termination of the Agreement.
4. References to this
Agreement . All
references in the Agreement to “this Agreement” and any
other references of similar import shall henceforth mean the
Agreement as amended by this Amendment.
5. Full Force and Effect
. Except to the extent
specifically amended by this Amendment, all of the terms,
provisions, conditions, covenants, representations and warranties
contained in the Agreement shall be and remain in full force and
effect and the same are hereby ratified and confirmed.
