Exhibit
10.6(c)
THIRD AMENDMENT TO AMENDED AND
RESTATED LOAN AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND
RESTATED LOAN AGREEMENT (this “ Amendment ”) is
made and entered into as of June 25, 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 and the Second
Amendment to Amended and Restated Loan Agreement dated as of
February 1, 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 has requested another
amendment to the Agreement 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
. The Agreement is
amended as follows:
(a) The following new definition of
“Unrestricted Cash Ratio” is added to Section 1.01
of the Agreement in the correct alphabetical order:
“ Unrestricted Cash
Ratio shall mean, for the period in question, the ratio of
(a) all unrestricted cash of Borrower and its Subsidiaries, as
shown on Borrower’s financial statements, to (b) the
current principal balance the Loan.”
(b) Section 5.01(o)(i) (Minimum
Consolidated EBITDA) of the Agreement is deleted and replaced with
the following:
“(i) Minimum Unrestricted
Cash Ratio . Borrower will have an Unrestricted Cash Ratio of
at least 1.1 to 1.0 for each fiscal quarter, measured as of the
last day of each fiscal quarter.”
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 ter
