December 27, 1996 Exhibit 10.7
Xx. Xxx Xxxxxx
Executive Vice President
Xxxxxxx Xxxx & Associates, Inc.
0000 Xxxxx Xxxxxx Xxxx.
Xxxxxx, XX 00000-0000
RE: Loan Agreement
This Agreement ("Agreement") is made and entered into as of December 27, 1996 by
and between XXXXXXX XXXX & ASSOCIATES, INC., a California Corporation and all
its subsidiaries ("Borrower"), and 1ST BUSINESS BANK, a California banking
corporation ("Bank").
SECTION I: THE CREDIT FACILITY
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1.1 LINE OF CREDIT. This will confirm the availability until September 30,
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1997, a line of credit commitment ("Line") not to exceed Seven Hundred Fifty
Thousand dollars ($750,000) by Bank to Borrower for its normal short-term
working capital requirements.
Upon the request of Borrower, made at any time and from time to time during the
term hereof and so long as no Event of Default has occurred under this
Agreement, Bank shall lend to Borrower, up to Sixty Five percent (65%) of the
net amount of Borrower's Eligible Accounts (as defined herein) provided,
however, that in no event shall Bank be obligated to make advances to Borrower
whenever the aggregate amount of advances exceeds or would exceed, at any one
time the sum of Seven Hundred Fifty Thousand dollars ($750,000).
For purposes of this Agreement, the term "Accounts" shall mean and include all
presently existing and hereafter arising accounts of Borrower as defined in the
Bank's General Security Agreement which is attached as Exhibit A to this
Agreement.
For purposes of this Agreement, the term "Eligible Accounts" shall mean and
include those Accounts which are due and payable pursuant to the written terms
for payment expressly set forth on the face of the invoices corresponding to
such Accounts, within Ninety (90) Days or less from the date of invoice, or
within Sixty (60) Days or less from the due date expressly set forth on the
invoice corresponding to such Accounts, whichever is less, and have been validly
assigned to Bank and strictly comply with all of Borrower's warranties and
representations to Bank, but Eligible Accounts shall not include the following:
(a) Accounts with respect to which the account debtor is an officer, employee or
agent of Borrower; (b) Accounts with respect to which goods are placed on
consignment, guaranteed sale or other terms by reason of which the payment by
the account debtor may be conditional; (c) Accounts with respect to which the
account debtor is not a resident of the United States; (d) Accounts with respect
to which the account debtor is the United States or any department, agent, or
instrumentality of the United States; (e) Accounts with respect to which the
account debtor is a subsidiary of, related to, affiliated or has common officers
or directors with Borrower; (f) Accounts with respect to which Borrower is or
may become liable to the account debtor for goods sold or services rendered by
the account debtor to Borrower; (g) that portion of the Accounts owed by any
single account debtor which exceeds ten (10) percent of all the accounts; and
(h) Accounts deemed ineligible as defined in this Agreement.
For purposes of this Agreement, the Bank may deem ineligible "Ineligible
Accounts" any Account owing by an account debtor if (a) any Account of that
account debtor does not comply with Borrower's representations and warranties
stated in Section III of this Agreement; (b) thirty percent (30%) or more of the
aggregate dollar amount of the Account of that account debtor is not paid by
that account debtor within the lesser of Ninety (90) days from the date of
invoice or Sixty (60) days from the due date expressly set forth in the invoices
corresponding to such Accounts; (c) that account debtor disputes liability or
makes any claim with respect to any of its Accounts; (d) any Insolvency
Proceeding is filed by or against that account debtor or; (e) that account
debtor becomes insolvent, fails or goes out of business.
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At maturity on September 30, 1997, and from time to time thereafter, the Bank
may, in its sole and absolute discretion, renew the Line on such terms and on
such conditions as the bank may require. In the event the Bank requires terms
and/or conditions, including but not limited to a change in financial covenants,
inconsistent with this Agreement, this Agreement shall be amended and modified
by the parties hereto as a condition precedent to any such renewal or renewals.
Borrower shall execute Bank's standard revolving promissory note (the "Note"),
and each disbursement in a minimum amount of at least $50,000, under the Note
shall be made during the availability period in accordance with the Bank form of
authorization to disburse executed by the Borrower. The Bank shall enter each
amount borrowed and repaid on the back of the Note and such entries shall be
prima facie evidence of the amount of the Line outstanding. Bank may use an
alternate method to evidence the amount of the Line outstanding. Borrower
agrees that for at least 30 consecutive days during each twelve month period,
loan under the revolving line of credit shall be repaid in full.
1.2 LINE OF CREDIT INTEREST. Interest on the outstanding principal balance on
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the Note shall be payable monthly beginning on the last day of the month in
which the loan funds. Interest on the Note shall be payable at 1st Business
Bank's Reference Rate of Interest plus 1/2%, which is the rate announced by Bank
from time to time at its Corporate Headquarters as its Reference Rate, and which
shall vary concurrently with any change in such rate as announced by bank.
Interest hereunder shall be calculated on the basis of a 360 day year on the
actual number of days elapsed.
1.3 TERM LOAN. Subject to the terms of this agreement, this will confirm the
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availability of a term loan ("Term Loan") in the amount of One Hundred Twenty-
five Thousand and no/100 Dollars ($125,000) payable in 35 equal monthly
principal installments of $3,473.00 each beginning January 31, 1997. All
principal and interest remaining unpaid on this term loan on December 31, 1999,
shall become immediately due and payable.
The term loan proceeds shall be used to finance capital assets for the
Borrower's Berkeley facility. The Term Loan shall be evidenced by a Promissory
Note (the "Term Note") on the form used by Bank for such purposes.
1.4 TERM LOAN INTEREST. Interest on the Term Note shall be payable monthly
------------------
beginning on the last day of the month in which the loan funds. Interest on the
Term Note shall be payable at 1st Business Bank's Reference Rate of Interest
plus 3/4%, which is the rate announced by Bank from time to time at its
Corporate Headquarters as its Reference Rate, and which shall vary concurrently
with any change in such rate as announced by Bank. Interest hereunder shall be
calculated on the basis of a 360 day year on the actual number of days elapsed.
1.5 DEFINITION. The Line as evidenced by the Note and the Term Loan as
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evidenced by the Term Note shall hereafter be referred to collectively "Loan" or
"Loans".
1.6 SECURITY. Borrower shall grant or cause to be granted to Bank a first
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priority security interest on the following assets subject only to such
exceptions as are acceptable to Bank: Accounts, Inventory, Equipment, General
Intangibles, and any Money, Deposit accounts or other assets of Borrower in
which Bank receives a security interest or which hereafter comes into the
possession or control of Bank.
Security for the payment and performance of all sums and all other obligations
under the Loan shall be evidenced by the documents executed by Borrower and/or
accommodation pledgor in connection with the Loan, as required by Bank.
Collateral shall be security for all obligations to Bank. Bank shall be named
as Loss Payee on the insurance policies covering such collateral. Copies of
such policies showing Bank as Loss Payee shall be delivered to Bank within
thirty (30) days of the date of this Agreement.
SECTION II. CONDITIONS PRECEDENT TO THE LOAN
--------------------------------
Before Bank is obligated to make any advance, Bank must receive all of the
following, each of which must be in form and substance satisfactory to Bank:
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2.1 LINE OF CREDIT. The original, executed Note;
--------------
2.2 TERM LOAN. The original, executed Term Note;
---------
2.3 BORROWING RESOLUTION. Borrower shall have provided Bank with certified
--------------------
copies of resolutions duly adopted by the Board of Directors of Borrower,
authorizing this Agreement and all things required of Borrower pursuant to this
Agreement. Such resolutions shall also designate the persons who are authorized
to act on Borrower's behalf in connection with this Agreement and to do the
things required of Borrower pursuant to this Agreement;
2.4 SECURITY INSTRUMENTS / FINANCING STATEMENTS. Original, executed security
-------------------------------------------
agreement(s) and financing statement(s) covering the collateral securing the
Loan;
2.5 EVIDENCE OF SECURITY. Evidence that the security interests and liens in
--------------------
favor of Bank are valid, enforceable, and prior to the rights and interest of
others except those consented to in writing by Bank;
2.6 EVIDENCE OF INSURANCE. Evidence acceptable to the bank that the property
---------------------
to be provided as collateral is covered by adequate insurance with companies
acceptable to Bank and that the Bank is loss payee under such insurance.
2.7 GUARANTEES. Continuing guarantees on the Bank's standard form in favor of
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Bank, executed by:
Borrower's parent company, All-Comm Media Corporation, Inc., the "Guarantor",
in the amount of Eight Hundred Seventy Five Thousand and no/100 Dollars
($875,000);
2.8 SUBSIDIARIES. In the event of a creation or acquisition of a subsidiary,
------------
Borrower will cause said subsidiary to provide Bank with guarantee and other
necessary documents to perfect a first priority security interest in its assets
as required by Bank.
2.9 BORROWER'S CERTIFICATE. Prior to the disbursement of Loan proceeds,
----------------------
Borrower shall execute a certificate that 1) all representations and warranties
as listed are true and correct, 2) no event of default has occurred. This
document shall be executed by a duly authorized officer.
2.10 EVIDENCE OF AUTHORITY. Evidence that the execution, delivery and
---------------------
performance by Borrower of this Agreement and the execution, delivery and
performance by Borrower and any corporate guarantor or corporate subordinating
creditor of any instrument or agreement required under this Agreement, as
appropriate, have been duly authorized by a certified copy of a resolution of
the Board of Directors of such corporation(s).
SECTION III. REPRESENTATIONS AND WARRANTIES
------------------------------
Borrower represents and warrants (and each request for an advance shall be
deemed a continuing representation and warranty made by Borrower on the date of
such request) that:
3.1 ORGANIZATION / AUTHORIZATION / POWER. Borrower is a California Corporation
------------------------------------
duly organized and existing under the laws of the state of its organization and
the execution, delivery and performance of this Agreement are within Borrower's
powers, have been duly authorized, and are not in conflict with the terms of any
organization papers of Borrower;
3.2 AUTHORITY TO BORROW. The execution, delivery and performance of this
-------------------
Agreement are not in conflict with any law or any indenture, agreement or
undertaking to which Borrower is a party or by which Borrower is bound or
affected;
3.3 CONDITIONS TO FUTURE DISBURSEMENTS. On the date any disbursement is
----------------------------------
requested by Borrower under the loan facility set forth in Section I: (i) all
representations and warranties contained in Section III hereof shall be true and
correct as if made on such date; and (ii) there shall not exist, after giving
effect to such disbursement, any event,
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condition or act which contributes an Event of Default or which with notice,
lapse of time or both, would constitute an Event of Default;
3.4 FINANCIAL STATEMENT. All financial information submitted by Borrower to
-------------------
Bank, has been prepared according to Generally Acceptable Accounting Principles
on an accrual basis. In addition, Borrower represents and warrants that the
financial statements presented to Bank, whether previously or in the future, is
and will be true and correct in all material respects upon submission and is and
will be complete upon submission insofar as may be necessary to give Bank a true
and accurate knowledge of the subject matter thereof;
3.5 QUALIFICATION. Borrower is properly licensed and in good standing in each
-------------
state in which Borrower is doing business, and Borrower has qualified under, and
complied with, where required, the fictitious name statute of each state in
which Borrower is doing business;
3.6 LITIGATION. There is no litigation or proceeding pending or threatened
----------
against Borrower or any of its property, the results of which, if decided
adversely, might substantially affect the financial condition, property, or
business of Borrower in an adverse manner or result in liability in excess of
Borrower's insurance coverage;
3.7 DEFAULT. There is no event which is, or with notice of lapse of time or
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both would be, an Event of Default under the Agreement;
3.8 ERISA. As of the date hereof all Borrower's defined benefit pension plans,
-----
as defined in the Employees Retirement Income Security Act of 1974 and amended
("ERISA"), meet the minimum funding standards of Section 302 of ERISA, with no
occurrences of Reportable Events or Prohibited Transactions as Defined in ERISA
with respect to any such plan.
SECTION IV: COVENANTS
---------
Borrower agrees, so long as the Loan is available and until full and final
payment of the Loan, Borrower will:
4.1 USE OF PROCEEDS. Use the net proceeds of the Loans only for general
---------------
corporate purposes in the conduct of the business in which it is presently
engaged or in which it presently proposes to engage and, in regard to the Term
Loan proceeds, for the purpose set forth in section 1.3 of the Agreement;
4.2 TANGIBLE NET WORTH. Maintain at all times, a minimum Tangible Net Worth of
------------------
One Million Dollars ($1,000,000) on a consolidated basis. Calculations to
determine compliance with this Section shall be made as of the end of each
fiscal quarter. "Tangible Net Worth" as used herein, shall mean book net worth
after deducting patents, trade names, trademarks, goodwill, intangible assets,
cost in excess of book value of acquired companies, unamortized debt discount
and expense, organization expenses, due from officers, stockholders, employees,
affiliate(s), subsidiary(s), and parent company ("All-Comm Media Corporation"),
and capitalized research and development;
4.3 DEBT TO TANGIBLE NET WORTH. Maintain a ratio of Total Liabilities to
--------------------------
Tangible Net Worth of not greater than 1.5 to 1.0, as measured at the end of
each fiscal quarter. "Total Liabilities" as used herein shall mean those
liabilities which are so classified by Borrowe's certified public accountant in
accordance with Generally Accepted Accounting Principles, except that debt
subordinated to Bank shall be excluded from Total Liabilities;
4.4 WORKING CAPITAL; CURRENT RATIO. Maintain a minimum Net Working Capital
------------------------------
equal to at least Nine Hundred Thousand Dollars ($900,000) and a ratio of
Current Assets over Current Liabilities of at least 1.5 to 1.0, both on a
consolidated basis. "Net Working Capital", as used herein, shall mean the
excess of Current Assets over Current Liabilities of Borrower (and its
Subsidiaries). "Current Assets" and "Current Liabilities", as used herein,
shall mean those assets and liabilities which are so classified by the
Borrower's certified public accountant in accordance with generally accepted
accounting principles, except that prepaid assets, and any amounts due from
Employees, Affiliates, Officers, Related Parties, and other like current assets
shall be excluded from Current Assets for purposes of this calculation;
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4.5 PROFITABILITY. Maintain during the term of this Agreement, a minimum net
-------------
income equal to at least Two Hundred Thousand Dollars ($200,000) for Borrower's
fiscal year ending 6/30/97 and for each subsequent fiscal year thereafter. Net
income for purposes of this Agreement shall mean net income after taxes, as
calculated by Generally Accepted Accounting Principles, less the sum of any
dividends paid by Borrower during the preceding twelve (12) month period;
4.6 CASH FLOW. Beginning 12/31/96, Borrower shall maintain a minimum net cash
---------
flow equal to at least Four Hundred Percent (400%) of debt service, if any.
Calculations to determine compliance with this section shall be made as of the
end of each fiscal quarter and on a consolidated basis.
"Net Cash Flow" as used herein, shall mean the sum of: (i) net income of
Borrower, after taxes and dividends, earned during the previous twelve (12)
months ending with the applicable fiscal quarter, plus; (ii) the amount of
depreciation and amortization charges, computed for the previous twelve (12)
months ending with the applicable fiscal quarter.
"Debt Service" as used herein, shall mean the sum of; (i) the principal
payments due within the twelve (12) months of the applicable fiscal quarter end
on all long term debt, plus; (ii) rental payments due within twelve (12) months
or the applicable fiscal quarter end on all long term capital leases. "Long
term Debt" and "Long Term Capital Leases", as used herein, shall mean those debt
and lease obligations or renewals or extensions thereof whose original terms
exceed one (1) year.
4.7 FIXED OR CAPITAL ASSETS. Not, in any single fiscal year of Borrower,
-----------------------
expend or incur obligations of more than Two Hundred Seventy Thousand Dollars
($270,000) for the acquisition of Fixed or Capital Assets, without the Bank's
consent in writing.
4.8 LEASE OBLIGATIONS. Not, in any single fiscal year of Borrower, enter into
-----------------
the lease of any personal or real property which would cause Borrower's
aggregate annual obligations in excess of that amount reflected on the June 30,
1996 financial statement;
4.9 NOTICE. Give written notice to Bank within fifteen (15) days of:
------
Any litigation affecting Borrower where the amount is Fifty Thousand
Dollars ($50,000) or more;
Any substantial dispute which may exist between Borrower and any
governmental regulatory body or law enforcement authority;
Any Event of Default under the Loans or any event which upon notice or a
lapse of time or both, would become an Event of Default;
Any other matter which has resulted or might result in a material adverse
change in Borrower's financial condition or operations; and
Any change in Borrower's name or principal place of business;
4.10 INTERIM FINANCIAL STATEMENTS. Furnish within 30 days after the close of
----------------------------
each fiscal quarter, its financial statement as of the close of that quarter
prepared internally by Borrower's chief financial officer in accordance with
generally accepted accounting principles and signed by Borrower's chief
financial officer;
4.11 ANNUAL FINANCIAL STATEMENT. Furnish within 90 days after the close of
--------------------------
each fiscal year, a copy of its financial statement prepared on an AUDITED basis
in accordance with generally accepted accounting principles applied on a basis
consistent with the previous year by its independent Certified Public Accountant
selected by Borrower and reasonably satisfactory to Bank. For purposes of this
covenant, the annual audited statement of All-
24
Comm Media Corporation will satisfy this requirement, providing such audited
statement includes consolidating statements of Borrower;
4.12 GUARANTOR FINANCIAL STATEMENT. Borrower shall cause Guarantor to submit
-----------------------------
no later than 90 days after the end of each calendar year, the Guarantor's
Audited financial statements and Form 10-K Annual Report, and to submit no later
than 60 days after the end of each calendar quarter, the Guarantor's Form 10-Q
Quarterly Report.
4.13 DEPOSITORY RELATIONSHIP. Maintain its primary banking deposit
-----------------------
relationship with Bank while any loans are outstanding and while any loan
commitment exists with Bank with the exception of a local depository account(s)
for change orders, payroll, xxxxx cash needs, and/or merchant bank card
deposits;
4.14 PHYSICAL MAINTENANCE OF ASSETS. Maintain and preserve all material
------------------------------
rights, privileges franchises now enjoyed, conduct Borrower's business in an
orderly, efficient and customary manner, keep all Borrower's properties in good
working order and condition, and from time to time make all needed repairs,
renewals or replacements so that the efficiency of Borrower's properties shall
be fully maintained and preserved;
4.15 INSURANCE. Maintain and keep in adequate amounts such insurance, with
---------
carriers reasonably acceptable to Bank, which is usual in the business carried
on by Borrower. Bank shall be shown as loss payee on insurance policies;
4.16 RECORDS. Maintain adequate books, accounts and records and prepare all
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financial statements required hereunder in accordance with generally accepted
accounting principles and practices consistently applied, and in compliance with
the regulations of any governmental regulatory body having jurisdiction over
Borrower or Borrower's business and permit employees or agents of Bank at any
reasonable time to inspect Borrower's properties and to examine or audit
Borrower's books, accounts and records and make copies and memoranda thereof;
4.17 REPORTS UNDER PENSION PLANS. For all Borrower's defined benefit pension
---------------------------
plans as defined in the Employees Retirement Income Security Act of 1974, as
amended, ("ERISA"), meet, at all times, the minimum funding standards of Section
302 of ERISA, and no Reportable Event or Prohibited Transaction as defined in
ERISA will occur with respect to any such plan;
4.18 COMPLIANCE WITH LAWS, ETC. At all times comply with, or cause to be
--------------------------
complied with, all laws, statutes, rules, directions of any governmental
authority having jurisdiction over Borrower or Borrower's business.
4.19 LOANS / ADVANCES / GUARANTEES. Except as herein provided, or in the
-----------------------------
ordinary course of business as currently conducted; not make any loans or
advances, become a guarantor or surety, pledge its credit or properties in any
manner, or extend credit to a parent corporation or any other entity;
4.20 ENCUMBRANCES AND LIENS. Not create, assume or suffer to exist any
----------------------
mortgage, encumbrance. security interest, pledge, or other lien, securing a
charge or obligation, on or in any of Borrower's property, real or personal,
whether now owned or hereafter acquired, except as approved, in writing, by
Bank, except for such transactions as may be incurred in the ordinary course of
business and except for any mortgage debt outstanding as of the date of this
Agreement;
4.21 BORROWINGS. Not sell or discount any receivables or evidence of
----------
indebtedness except to Bank; borrow any money, incur directly or indirectly, any
liabilities for borrowed money, except pursuant to agreements made with the
Bank;
4.22 LIQUIDATION OR MERGER. Neither liquidate, dissolve, enter into any
---------------------
consolidation, merger, partnership or other combination; nor convey, sell or
lease all or the greater part of its assets or business; not purchase or lease
all or the greater part of the assets or business of another;
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4.23 UNRELATED BUSINESS ACTIVITIES. Not engage in any business activities or
-----------------------------
operations substantially different from or unrelated to present business
activities and operations.
SECTION V. EVENTS OF DEFAULT
-----------------
The occurrences of any of the following events ("Events of Default") shall
terminate any obligation on the part of Bank to make or continue the Loans and,
at the option of Bank, shall make all sums of interest and principal outstanding
under the Loans immediately due and payable, without notice of default,
presentment or demand for payment, protest or notice of nonpayment or dishonor
or other notices or demands of any kind or character;
5.1 PRINCIPAL AND INTEREST PAYMENT. Borrower shall default in the due and
------------------------------
punctual payment of the principal of or the interest on the Loan(s) or any
renewal thereof and such default shall not be cured within ten (10) days after
the occurrence thereof; or
5.2 FALSE REPRESENTATIONS. Any representation or warranty made by Borrower
---------------------
herein or in any certificate or financial or other statement heretofore or
hereafter furnished by Borrower or its officers or any Guarantor shall prove to
be in any material respect false and misleading; or
5.3 VIOLATION OF COVENANTS. Default shall be made by Borrower in the due
----------------------
performance or observance of any covenant or condition of the Loans and such
default shall not, within ten (10) days after Borrower has knowledge thereof
have been cured; or
5.4 INSOLVENCY. The filing by Borrower of any petition under the bankruptcy
----------
reorganization, arrangement, insolvency or other debtor's relief laws, or the
filing against Borrower of any such petition or the appointment of a receiver,
trustee or liquidator of all or a substantial part of Borrower's assets if the
filing against Borrower is not dismissed within thirty (30) days thereafter; or
5.5 ASSIGNMENT. The making by Borrower of an assignment for the benefit of
----------
creditors; or
5.6 SUSPENSION OF BUSINESS. The voluntary suspension of business by Borrower;
----------------------
or
5.7 REVOCATION OF GUARANTEE / SUBORDINATION. Any guarantee or subordination
---------------------------------------
agreement required hereunder is breached or becomes ineffective, or any
Guarantor or subordinating creditor disavows or attempts to terminate such
guarantee or subordination agreement; or
5.8 MATERIAL ADVERSE CHANGE. It in the opinion of Bark, there is a materially
-----------------------
adverse change in the financial condition of Borrower or any Guarantor, or for
any reason Bank believes that the prospect of payment or performance pursuant to
the Loans, any other indebtedness of Borrower to Bank, or any other agreement or
instrument required by Bank in connection with the Loans has been impaired; or
5.9 MANAGEMENT CONTROL. If there is a change in senior management (defined as
------------------
Xxx Xxxxxx or Xxxx Xxxxxx), or in ownership or control of any of the issued and
outstanding common stock of the Borrower; or
5.10 DEFAULTS UNDER OTHER AGREEMENTS. Borrower shall commit or do or fail to
-------------------------------
commit Agreements or do, any act or thing which would constitute an event of
default under any of the terms of any other agreement, document or instrument
executed, or to be executed by it and concerning the obligation to pay money; or
5.11 MANDATORY DEFAULT PROVISION. Notwithstanding anything to the contrary
---------------------------
contained herein, Bank shall have no duty to make advances under the Loans or
otherwise during any cure period provided for above.
SECTION VI MISCELLANEOUS
-------------
6.1 APPLICABLE LAW. The Loans, and any instrument or agreement required under
--------------
it, shall be governed by and construed under the laws of the State of
California.
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6.2 DOCUMENTATION. All advances or loans shall be evidenced by Bank's standard
-------------
forms of documentation and the terms and conditions of this letter are
supplemental to such documentation. However, in the event of any conflict
between the terms of any of the documents and this Agreement, the terms of the
document shall prevail. The Bank's rights herein are cumulative, and the
exclusion of a right for one document when contained in another is not intended
to be a waiver.
6.3 LITIGATION AND ATTORNEYS' FEES. Borrower will pay promptly to Bank without
------------------------------
demand, attorneys' fees including but not limited to the reasonable estimate of
the allocated costs and expenses of in-house legal counsel and legal staff and
all costs and other expenses paid or incurred by Bank in collecting or
compromising the Loans or in enforcing or exercising its rights or remedies
created by, connected with or provided in the Agreement or any other agreement
or instrument required by Bank in connection with the Loans, whether or not suit
is filed. If suit is filed, only the prevailing party shall be entitled to
attorneys' fees and court costs.
ACCEPTANCE:
If you agree to accept the terms of this Agreement, please sign the Agreement
and return it on or before the expiration date of this Agreement which is
September 30, 1997.
1ST BUSINESS BANK
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
---------------------- ---------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Xx.
Vice President Chairman
--------------------------------------------------------------------------------
AGREED AND ACCEPTED THIS 27TH DAY OF DECEMBER, 1996:
XXXXXXX XXXX & ASSOCIATES, INC.
By: /s/ Xxx Xxxxxx
-------------------------
Xxx Xxxxxx
Executive Vice President
Address where notices to Bank Address where notices to Borrower
are to be sent: are to be sent:
1st Business Bank Xxxxxxx Xxxx & Assoc.,Inc.
000 Xxxx 0xx Xxxxxx 0000 Xxxxx Xxxxxx Xxxx.
Xxx Xxxxxxx, XX 00000 Xxxxxx, XX 00000-0000
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