SEVENTH AMENDMENT TO CREDIT
AGREEMENT
THIS AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”) is entered into as
of March 24, 2009, by and between HEALTH FITNESS CORPORATION,
a Minnesota corporation (“Borrower”), and WELLS FARGO
BANK, NATIONAL ASSOCIATION (“Bank”).
WHEREAS, Borrower
is currently indebted to Bank pursuant to the terms and conditions
of that certain Credit Agreement between Borrower and Bank dated as
of August 22, 2003, as amended from time to time
(“Credit Agreement”).
WHEREAS, Bank and
Borrower have agreed to certain changes in the terms and conditions
set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes.
NOW, THEREFORE,
for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. Section 1.1
is hereby amended to delete the defined terms “Base LIBO
Rate”, “Base Rate”, “Business Day”,
“Floating Rate”, “Floating Rate Advance”,
“LIBO Rate”, “LIBO Rate Advance”, LIBOR
Reserve Percentage”, and “Margin”, which shall be
deleted in their entirety and not replaced, and the definitions of
“Eligible Accounts” and “Maturity Date”
shall be deleted in their entirety and the following substituted
therefor:
““Eligible
Accounts” means trade accounts created in the ordinary course
of Borrower’s business, upon which Borrower’s right to
receive payment is absolute and not contingent upon the fulfillment
of any condition whatsoever, and in which Bank has a perfected
security interest of first priority, and shall not
include:
(i) any account
which is more than sixty (60) days past the date of the
invoice, or thirty (30) days from the due date, not to exceed
ninety (90) days from the invoice date;
(ii) that portion
of any account for which there exists any right of setoff, defense
or discount (except regular discounts allowed in the ordinary
course of business to promote prompt payment) or for which any
defense or counterclaim has been asserted;
(iii) any account
which represents an obligation of any state or municipal government
or of the United States government or any political subdivision
thereof (except accounts which represent obligations of the United
States government and for which the assignment provisions of the
Federal Assignment of Claims Act, as amended or recodified from
time to time, have been complied with to Bank’s
satisfaction);
(iv) any account
which represents an obligation of an account debtor located in a
foreign country other than an account debtor located in a Canadian
province or territory, so long as, in Bank’s determination,
such Canadian jurisdiction recognizes Bank’s first priority
security interest in and right to collect such account as a
consequence of any security agreements and UCC filings in favor of
Bank;
-1-
