Exhibit(10a) Change in Terms Agreement Between Web Press
Corporation and Washington First International Bank
Change in Terms Agreement
Principal
$1,000,000.00
Loan
Date
Maturity
04/15/1999
Loan No.
0000000000
Call
Collateral
14
Account
801548
Officer
305
Initial
Reference in the shaded area for Lender's use only and do not
limit the applicability of this document to any particular
loan or item.
Borrower: WEB PRESS CORPORATION AND Lender: Washington First
WEB LEADER INTERNATIONAL, INC. International Bank
00000 00XX XXXXXX XXXXX 0000 Xxxxx Xxxxxx
XXXX, XX 00000 Xxxxx 000
Xxxxxxx, XX 00000
_________________________________________________________________
Principal Amount: $1,000,000.00
Date of Agreement: October 15, 1998
DESCRIPTION OF EXISTING INDEBTEDNESS. That certain promissory
note executed by Borrower to Lender on April 3, 1998 in the
original amount of $1,000,000.00, as it may have been amended or
renewed form time to time.
DESCRIPTION OF CHANGE IN TERMS. The maturity date of the existing
indebtedness described above is hereby extended from October 15,
1998 to April 15, 1999. All other terms and conditions will
remain unchanged.
PROMISE TO PAY. WEB PRESS CORPORATION AND WEB LEADER
INTERNATIONAL, INC. ("Borrower") promises to pay to Washington
First International Bank ("Lender"), or order, in lawful money of
the United States of America, the principal amount of One Million
& 00/100 Dollars ($1,000,000.00) or so much as may be
outstanding, together with interest on the unpaid outstanding
principal balance of each advance. Interest shall be calculated
from the date of each advance until repayment of each advance.
PAYMENT. Borrower will pay this loan on demand, or if no demand
is made, in one payment of all outstanding principal plus all
accrued unpaid interest on April 15, 1998. In addition, Borrower
will pay regular monthly payments of accrued unpaid interest
beginning November 15, 1998, and all subsequent interest payments
are due on the same day of each month after that. The annual
interest rate for this Agreement is computed on a 365/360 basis;
that is, by applying the ratio of the annual interest rate over a
year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal
balance is outstanding. Borrower will pay Lender at Lender's
address shown above or at such other place as Lender may
designate in writing. Unless otherwise agreed or required by
applicable law, payments will be applied first to any unpaid
collection costs and any late charges, then to any unpaid
interest, and any remaining amount to principal.
VARIABLE INTEREST RATE. The interest rate on this Agreement is
subject to change from time to time based on changes in an index
which is Lender's Prime Rate (the "Index"). This is the rate
Lender charges, or would charge, on 90-day unsecured loans to the
most creditworthy corporate customers. This rate may or may not
be the lowest rate available from Lender at any given time.
10-15-98 Change in Terms Agreement Page 2
(continued)
Lender will tell Borrower the current Index rate upon Borrower's
request. Borrower understands that Lender may make loans based on
other rates as well. The interest rate change will not occur more
often than each DAY. The Index currently is 8.250% per annum. The
interest rate to be applied to the unpaid principal balance of
this Agreement will be at a rate of 1.500 percentage points over
the Index, resulting in an initial rate of 9.750% per annum.
NOTICE: Under no circumstances will the interest rate on this
Agreement be more than the maximum rate allowed by applicable
law.
PREPAYMENT. Borrower agrees that all loan fees and other prepaid
finance charges are earned fully as of the date of the loan and
will not be subject to refund upon early payment (whether
voluntary or as a result of default), except as otherwise
required by law. Except for the foregoing, Borrower may pay
without penalty all or a portion of the amount owed earlier than
it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to
make payments of accrued unpaid interest. Rather, they will
reduce the principal balance due.
LATE CHARGE. If a payment is 15 days or more late, Borrower will
be charged 5.000% of the regularly scheduled payment or $15.00,
whichever is greater.
DEFAULT. Borrower will be in default if any of the following
happens: (a) Borrower fails to make any payment when due. (b)
Borrower breaks any promise Borrower has made to Lender, or
Borrower fails to comply with or to perform when due any other
term, obligation, covenant, or condition contained in this
Agreement or any agreement related to this Agreement, or in any
other agreement or loan Borrower has with Lender. (c) Borrower
defaults under any loan, extension of credit, security agreement,
purchase or sales agreement, or any other agreement, in favor of
any other creditor or person that may materially affect any of
Borrower's property or Borrower's ability to repay this Agreement
or perform Borrower's obligations under this Agreement or any of
the Related Documents. (d) Any representation or statement made
or furnished to Lender by Borrower or on Borrower's behalf is
false or misleading in any material respect either now or at the
time made or furnished. (e) Borrower becomes insolvent, a
receiver is appointed for any part of Borrower's property,
Borrower makes an assignment for the benefit of creditors, or any
proceeding is commenced either by Borrower or against Borrower
under any bankruptcy or insolvency laws. (f) Any creditor tries
to take any of Borrower's property on or in which Lender has a
lien or security interest. This includes a garnishment of any of
Borrowers accounts with Lender. (g) Any guarantor dies or any of
the other events described in this default section occurs with
respect to any guarantor of this Agreement. (h) A material
adverse change occurs in Borrower's financial condition, or
Lender believes the prospect of payment or performance of the
Indebtedness is impaired.
If any default, other than a default in payment, is curable and
if Borrower has not been given a notice of a breach of the same
provision of this Agreement within the preceding twelve (12)
months, it may be cured (and no event of default will have
10-15-98 Change in Terms Agreement Page 3
(continued)
occurred) if Borrower, after receiving written notice from Lender
demanding cure of such default: (a) cures the default within
fifteen (15) days; or (b) if the cure requires more than fifteen
(15) days, immediately initiates steps which Lender deems in
Lender's sole discretion to be sufficient to cure the default and
thereafter continues and completes all reasonable and necessary
steps sufficient to produce compliance as soon as reasonably
practical.
LENDER'S RIGHTS. Upon default, Lender may declare the entire
unpaid principal balance on this Agreement and all accrued unpaid
interest immediately due, without notice, and then Borrower will
pay that amount. Upon default, including failure to pay upon final
maturity, Lender, at its option, may also, if permitted under
applicable law, increase the variable interest rate on this
Agreement to 6.500 percentage points over the Index. The interest
rate will not exceed the maximum rate permitted by applicable
law. Lender may hire or pay someone else to help collect this
Agreement if Borrower does not pay. Borrower also will pay Lender
that amount. This includes, subject to any limits under applicable
law, Lender's attorneys' fees and Lender's legal expenses whether
or not there is a lawsuit, including attorneys' fees and legal
expenses for bankruptcy proceedings (including efforts to modify
or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. If not prohibited
by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law. This Agreement has
been delivered to Lender and accepted by Lender in the State of
Washington. If there is a lawsuit, Borrower agrees upon Lender's
request to submit to the jurisdiction of the courts of King
County, the State of Washington. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Washington.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $15.00
if Borrower makes a payment on Borrower's loan and the check or
preauthorized charge with which Borrower pays is later
dishonored.
RIGHT OF SETOFF. Borrower grants to Lender a contractual
possessory security interest in and hereby assigns, conveys,
delivers, pledges, and transfers to Lender all Borrower's right,
title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or
some other account), including without limitation all accounts
held jointly with someone else and all accounts Borrower may open
in the future, excluding however all XXX and Xxxxx accounts, and
all trust accounts for which the grant of a security interest
would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums
owing on this Agreement against any and all such accounts.
LINE OF CREDIT. This Agreement evidences a revolving line of
credit. Advances under this Agreement may be requested only in
writing by Borrower or by an authorized person. All
communications, instructions, or directions by telephone or
otherwise to Lender are to be directed to Lender's office shown
above. The following party or parties are authorized to request
10-15-98 Change in Terms Agreement Page 4
(continued)
advances under the line of credit until Lender receives from
Borrower at Lender's address shown above written notice of
revocation of their authority: XXXX X. XXXXXX, President: Web
Press Corp.; XXXXX X. XXXXXXXX, Secretary/Treasurer: WEB PRESS
CORP.; XXXX X. XXXXXX, Chairman: WEB LEADER INTERNATIONAL, INC.;
and XXXXXXX X. XXXX, President: International, Inc. Borrower
agrees to be liable for all sums either: (a) advanced in
accordance with the instructions of an authorized person or (b)
credited to any of Borrower's accounts with Lender. The unpaid
principal balance owing on this Agreement at any time may be
evidenced by endorsements on this Agreement or by Lenders
internal records, including daily computer printouts. Lender will
have no obligation to advance funds under this Agreement if: (a)
Borrower or any guarantor is in default under the terms of this
Agreement or any agreement that Borrower or any guarantor has
with Lender, including any agreement made in connection with the
signing of this Agreement; (b) Borrower or any guarantor ceases
doing business or is insolvent; (c) any guarantor seeks, claims
or otherwise attempts to limit, modify or revoke such guarantor's
guarantee of this Agreement or any other loan with Lender; or (d)
Borrower has applied funds provided pursuant to this Agreement
for purposes other than those authorized by Lender.
CONTINUING VALIDITY. Except as expressly changed by this
Agreement, the terms of the original obligation or obligations,
including all agreements evidenced or securing the obligation(s),
remain unchanged and in full force and effect. Consent by Lender
to this Agreement does not waive Lender's right to strict
performance of the obligation(s) as changed, nor obligate Lender
to make any future change in terms. Nothing in this Agreement
will constitute a satisfaction of the obligation(s). It is the
intention of Lender to retain as liable parties all makers and
endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in
writing. Any maker or endorser, including accommodation makers,
will not be released by virtue of this Agreement. If any person
who signed the original obligation does not sign this Agreement
below, then all persons signing below acknowledge that this
Agreement is given conditionally, based on the representation to
Lender that the non-signing party consents to the changes and
provisions of this Agreement of otherwise will not be released by
it. This waiver applies not only to any initial extension,
modification or release, but also to all such subsequent actions.
MISCELLANEOUS PROVISIONS. This Agreement is payable on demand.
The inclusion of specific default provisions or rights of Lender
shall not preclude Lender's right to declare payment of this
Agreement on its demand. Lender may delay or forgo enforcing any
of its rights or remedies under this Agreement without losing
them. Borrower and any other person who signs, guarantees or
endorses this Agreement, to the extent allowed by law, waive
presentment demand for payment protest and notice of dishonor.
Upon any change in the terms of this Agreement, and unless
otherwise expressly stated in writing, no party who signs this
Agreement, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties
agree that Lender may renew or extend (repeatedly and for any
10-15-98 Change in Terms Agreement Page 5
(continued)
length of time) this loan, or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Lender's
security interest in the collateral; and take any other action
deemed
necessary by Lender without the consent of or notice to anyone.
All such parties also agree that Lender may modify this loan
without the consent of or notice to anyone other than the party
with whom the modification is made.
PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL
THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST
RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT
AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE AGREEMENT.
BORROWER:
WEB PRESS CORPORATION AND WEB LEADER INTERNATIONAL, INC.
BY: \S\ XXXX X. XXXXXX
_________________________________________
President: WEB PRESS CORP.
BY: \S\ XXXX X. XXXXXX
_________________________________________
Chairman: WEB LEADER INTERNATIONAL, INC.
