Exhibit 10.29
BUSINESS LOAN AGREEMENT
--------------------------------------------------------------------------------
Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials
$1,750,000.00 10-17-2001 11-01-2003 26 599 / 990 0010028727 610
--------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
--------------------------------------------------------------------------------
Borrower: MacTarnahan Limited Partnership Lender: Washington Mutual Bank
00000 XX Xxxxxxxxx Xxxxxx dba Western Bank
Xxxxxxxx, XX 00000 Beaverton Business Banking
Center
00000 XX Xxxxxx Xxxxxx,
Xxxxx 000
Xxxxxxxxx, XX 00000
THIS BUSINESS LOAN AGREEMENT dated October 17, 2001, is made and executed
between MacTarnahan Limited Partnership ("Borrower") and Washington Mutual Bank
dba Western Bank ("Lender") on the following terms and conditions. Borrower has
received prior commercial loans from Lender or has applied to Lender for a
commercial loan or loans or other financial accommodations, including those
which may be described on any exhibit or schedule attached to this Agreement
("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or
extending any Loan, Lender is relying upon Borrower's representations,
warranties, and agreements as set forth in this Agreement, and (B) all such
Loans shall be and remain subject to the terms and conditions of this Agreement.
TERM. This Agreement shall be effective as of October 17, 2001, and shall
continue in full force and effect until such time as all of Borrower's Loans in
favor of Lender have been paid in full, including principal, interest, costs,
expenses, attorneys' fees, and other fees and charges, or until such time as the
parties may agree in writing to terminate this Agreement.
CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.
Loan Documents. Borrower shall provide to Lender the following documents
for the Loan: (1) the Note; (2) guaranties; (3) together with all such
Related Documents as Lender may require for the Loan; all in form and
substance satisfactory to Lender and Lender's counsel.
Borrower's Authorization. Borrower shall have provided in form and
substance satisfactory to Lender properly certified resolutions, duly
authorizing the execution and delivery of this Agreement, the Note and the
Related Documents. In addition, Borrower shall have provided such other
resolutions, authorizations, documents and instruments as Lender or its
counsel, may require.
Payment of Fees and Expenses. Borrower shall have paid to Lender all fees,
charges, and other expenses which are then due and payable as specified in
this Agreement or any Related Document.
Representations and Warranties. The representations and warranties set
forth in this Agreement, in the Related Documents, and in any document or
certificate delivered to Lender under this Agreement are true and correct.
No Event of Default. There shall not exist at the time of any Advance a
condition which would constitute an Event of Default under this Agreement
or under any Related Document.
REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:
Organization. Borrower is a partnership which is, and at all times shall
be, duly organized and validly existing, under and by virtue of the laws of
the State of Oregon. Borrower is duly authorized to transact business in
all other states in which Borrower is doing business, in both cases and has
obtained all necessary filings, governmental licenses and approvals for
each state in which Borrower is doing business. Borrower has the full power
and authority to own its properties and to transact the business in which
it is presently engaged or presently proposes to engage. Borrower maintains
an office at 00000 XX Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000. Unless Borrower
has designated otherwise in writing, the principal office is the office at
which Borrower keeps its books and records including its records concerning
the Collateral. Borrower will notify Lender prior to any change in the
location of Borrower's principal office address or any change in Borrower's
name. Borrower shall do all things necessary to preserve and to keep in
full force and effect its existence, rights and privileges, and shall
comply with all regulations, rules, ordinances, statutes, orders and
decrees of any governmental or quasi-governmental authority or court
applicable to Borrower and Borrower's business activities.
Assumed Business Names. Borrower has filed or recorded all documents or
filings required by law relating to all assumed business names used by
Borrower. Excluding the name of Borrower, the following is a complete list
of all assumed business names under which Borrower does business: None.
Authorization. Borrower's execution, delivery, and performance of this
Agreement and all the Related Documents have been duly authorized by all
necessary action by Borrower and do not conflict with, result in a
violation of, or constitute a default under (1) any provision of Borrower's
articles or agreements of partnership, or any agreement or other instrument
binding upon Borrower or (2) any law, governmental regulation, court
decree, or order applicable to Borrower or to Borrower's properties.
Financial Information. Each of Borrower's financial statements supplied to
Lender truly and completely disclosed Borrower's financial condition as of
the date of the statement, and there has been no material adverse change in
Borrower's financial condition subsequent to the date of the most recent
financial statement supplied to Lender. Borrower has no material contingent
obligations except as disclosed in such financial statements.
Legal Effect. This Agreement constitutes, and any instrument or agreement
Borrower is required to give under this Agreement when delivered will
constitute legal, valid, and binding obligations of Borrower.
Properties. Except as contemplated by this Agreement or as previously
disclosed in Borrower's financial statements or in writing to Lender and as
accepted by Lender, and except for property tax liens for taxes not
presently due and payable, Borrower owns and has good title to all of
Borrower's properties free and clear of all Security Interests, and has not
executed any security documents or financing statements relating to such
properties. All of Borrower's properties are titled in Borrower's legal
name, and Borrower has not used, or filed a financing statement under, any
other name for at least the last five (5) years.
Litigation and Claims. No litigation, claim, investigation, administrative
proceeding or similar action (including those for unpaid taxes) against
Borrower is pending or threatened, and no other event has occurred which
may materially adversely affect Borrower's financial condition or
properties, other than litigation, claims, or other events, if any, that
have been disclosed to and acknowledged by Lender in writing.
Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns
and reports that are or were required to be filed, have been filed, and all
taxes, assessments and other governmental charges have been paid in full,
except those presently being or to be contested by Borrower in good faith
in the ordinary course of business and for which adequate reserves have
been provided.
Binding Effect. This Agreement, the Note, all Security Agreements (if any),
and all Related Documents are binding upon the signers thereof, as well as
upon their successors, representatives and assigns.
AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:
Notices of Claims and Litigation. Promptly inform Lender in writing of (1)
all material adverse changes in Borrower's financial condition, and (2) all
existing and all threatened litigation, claims, investigations,
administrative proceedings or similar actions affecting Borrower or any
Guarantor which could materially affect the financial condition of Borrower
or the financial condition of any Guarantor.
Financial Records. Maintain its books and records sufficient to prepare
financial statements and permit Lender to examine and audit Borrower's
books and records at all reasonable times.
Financial Statements. Furnish Lender with the following:
Loan No: 26 Page 2
BUSINESS LOAN AGREEMENT
(Continued)
Annual Statements. As soon as available, but in no event later than
one-hundred-twenty (120) days after the end of each fiscal year, Borrower's
balance sheet and income statement for the year ended, compiled by a
certified public accountant satisfactory to Lender.
Tax Returns. As soon as available, but in no event later than thirty (30)
days after the applicable filing date for the tax reporting period ended,
Federal and other governmental tax returns, prepared by Borrower.
Additional Requirements. Tax Returns to include all supplemental schedules,
together with K-1's.
All financial reports required to be provided under this Agreement shall be
prepared in accordance with sound accounting practices, applied on a
consistent basis, and certified by Borrower as being true and correct.
Additional Information. Furnish such additional information and statements,
as Lender may request from time to time.
Insurance. Maintain fire and other risk insurance, public liability
insurance, and such other insurance as Lender may require with respect to
Borrower's properties and operations, in form, amounts, coverages and with
insurance companies acceptable to Lender. Borrower, upon request of Lender,
will deliver to Lender from time to time the policies or certificates of
insurance in form satisfactory to Lender, including stipulations that
coverages will not be cancelled or diminished without at least ten (10)
days prior written notice to Lender. Each insurance policy also shall
include an endorsement providing that coverage in favor of Lender will not
be impaired in any way by any act, omission or default of Borrower or any
other person. In connection with all policies covering assets in which
Lender holds or is offered a security interest for the Loans, Borrower will
provide Lender with such lender's loss payable or other endorsements as
Lender may require.
Insurance Reports. Furnish to Lender, upon request of Lender, reports on
each existing insurance policy showing such information as Lender may
reasonably request, including without limitation the following: (1) the
name of the insurer; (2) the risks insured; (3) the amount of the policy;
(4) the properties insured; (5) the then current property values on the
basis of which insurance has been obtained, and the manner of determining
those values; and (6) the expiration date of the policy.
Guaranties. Prior to disbursement of any Loan proceeds, furnish executed
guaranties of the Loans in favor of Lender, executed by the guarantors
named below, on Lender's forms, and in the amounts and under the conditions
set forth in those guaranties.
Names of Guarantors Amounts
------------------- -------
Xxxxxx Mill & Logging Supply Co. $1,750,000.00
Xxxxxx X. XxxXxxxxxxx $1,750,000.00
MacTarnahan Family Trust $1,750,000.00
Other Agreements. Comply with all terms and conditions of all other
agreements, whether now or hereafter existing, between Borrower and any
other party and notify Lender immediately in writing of any default in
connection with any other such agreements.
Loan Proceeds. Use all Loan proceeds solely for Borrower's business
operations, unless specifically consented to the contrary by Lender in
writing.
Taxes, Charges and Liens. Pay and discharge when due all of its
indebtedness and obligations, including without limitation all assessments,
taxes, governmental charges, levies and liens, of every kind and nature,
imposed upon Borrower or its properties, income, or profits, prior to the
date on which penalties would attach, and all lawful claims that, if
unpaid, might become a lien or charge upon any of Borrower's properties,
income, or profits. See Addendum.
Performance. Perform and comply, in a timely manner, with all terms,
conditions, and provisions set forth in this Agreement, and in the Related
Documents. Borrower shall notify Lender immediately in writing of any
default in connection with any such agreement.
Operations. Maintain executive and management personnel with substantially
the same qualifications and experience as the present executive and
management personnel; provide written notice to Lender of any change in
executive and management personnel; conduct its business affairs in a
reasonable and prudent manner.
Compliance with Governmental Requirements. Comply with all laws,
ordinances, and regulations, now or hereafter in effect, of all
governmental authorities applicable to the conduct of Borrower's
properties, businesses and operations, including without limitation, the
Americans With Disabilities Act. Borrower may contest in good faith any
such law, ordinance, or regulation and withhold compliance during any
proceeding, including appropriate appeals, so long as Borrower has notified
Lender in writing prior to doing so.
Inspection. Permit employees or agents of Lender at any reasonable time to
examine or audit Borrower's books, accounts, and records and to make copies
and memoranda of Borrower's books, accounts, and records. If Borrower now
or at any time hereafter maintains any records (including without
limitation computer generated records and computer software programs for
the generation of such records) in the possession of a third party,
Borrower, upon request of Lender, shall notify such party to permit Lender
free access to such records at all reasonable times and to provide Lender
with copies of any records it may request, all at Borrower's expense.
Compliance Certificates. Unless waived in writing by Lender, provide Lender
at least annually, with a certificate executed by Borrower's chief
financial officer, or other officer or person acceptable to Lender,
certifying that the representations and warranties set forth in this
Agreement are true and correct as of the date of the certificate and
further certifying that, as of the date of the certificate, no Event of
Default exists under this Agreement.
Environmental Compliance and Reports. Borrower shall comply in all respects
with any and all Environmental Laws; not cause or permit to exist, as a
result of an intentional or unintentional action or omission on Borrower's
part or on the part of any third party, on property owned and/or occupied
by Borrower, any environmental activity where damage may result to the
environment, unless such environmental activity is pursuant to and in
compliance with the conditions of a permit issued by the appropriate
federal, state or local governmental authorities; shall furnish to Lender
promptly and in any event within thirty (30) days after receipt thereof a
copy of any notice, summons, lien, citation, directive, letter or other
communication from any governmental agency or instrumentality concerning
any intentional or unintentional action or omission on Borrower's part in
connection with any environmental activity whether or not there is damage
to the environment and/or other natural resources.
CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower has with
Lender; or (B) Borrower or any Guarantor becomes insolvent, files a petition in
bankruptcy or similar proceedings, or is adjudged a bankrupt.
RIGHT OF SETOFF. See Addendum.
DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:
Payment Default. Borrower fails to make any payment when due under the
Loan.
Other Defaults. Borrower fails to comply with or to perform any other term,
obligation, covenant or condition contained in this Agreement or in any of
the Related Documents or to comply with or to perform any term, obligation,
covenant or condition contained in any other agreement between Lender and
Borrower.
Default in Favor of Third Parties. Borrower or any Grantor defaults and the
amount is accelerated 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
or any Grantor's property or Borrower's or any Grantor's ability to repay
the Loans or perform their respective obligations under this Agreement or
any of the Related Documents.
False Statements. Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf under this
Agreement or the Related Documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false or
misleading at any time thereafter.
Insolvency. The dissolution or termination of Borrower's existence as a
going business, the insolvency of Borrower, the appointment of a receiver
for any part of Borrower's property, any assignment for the benefit of
creditors, any type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against Borrower.
Loan No: 26 Page 3
BUSINESS LOAN AGREEMENT
(Continued)
Creditor or Forfeiture Proceedings. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any
governmental agency against any collateral securing the Loan. This includes
a garnishment of any of Borrower's accounts, including deposit accounts,
with Lender. However, this Event of Default shall not apply if there is a
good faith dispute by Borrower as to the validity or reasonableness of the
claim which is the basis of the creditor or forfeiture proceeding and if
Borrower gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the
creditor or forfeiture proceeding, in an amount determined by Lender, in
its sole discretion, as being an adequate reserve or bond for the dispute.
See Addendum.
EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement immediately will terminate (including any obligation to make
further Loan Advances or disbursements), and, at Lender's option, all
Indebtedness immediately will become due and payable, all without notice of any
kind to Borrower, except that in the case of an Event of Default of the type
described in the "Insolvency" subsection above, such acceleration shall be
automatic and not optional. In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and remedies shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Borrower or of any Grantor shall not affect Lender's
right to declare a default and to exercise its rights and remedies.
GUARANTOR'S FINANCIAL STATEMENTS. Borrower agrees to furish Lender with the
following Guarantor information:
Corporate Annual Statements. As soon as available, but in no event later than
one-hundred-twenty (120) days after the end of each fiscal year, Guarantor's
balance sheet and income statement for the year ended, compiled by a certified
public accountant satisfactory to Lender.
Individual Annual Statements. As soon as available, but in no event later than
one hundred twenty (120) days after the end of each fiscal year, Guarantor's
balance sheet and income statement for the year ended, prepared by Guarantor.
Tax Returns. As soon as available, but in no event later than thirty (30) days
after the applicable filing date for the tax reporting period ended, Federal and
other governmental tax returns, prepared by Guarantor.
Additional Requirements. Tax returns to include all supplemental schedules
together with K-1's.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:
Amendments. This Agreement, together with any Related Documents,
constitutes the entire understanding and agreement of the parties as to the
matters set forth in this Agreement. No alteration of or amendment to this
Agreement shall be effective unless given in writing and signed by the
party or parties sought to be charged or bound by the alteration or
amendment.
Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of
Lender's costs and expenses, including Lender's attorneys' fees and
Lender's legal expenses, incurred in connection with the enforcement of
this Agreement. Lender may hire or pay someone else to help enforce this
Agreement, and Borrower shall pay the costs and expenses of such
enforcement. Costs and expenses include Lender's attorneys' fees and 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. Borrower also shall pay all court costs
and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the provisions
of this Agreement.
Consent to Loan Participation. Borrower agrees and consents to Lender's
sale or transfer, whether now or later, of one or more participation
interests in the Loan to one or more purchasers, whether related or
unrelated to Lender. Subject to securities laws, Lender may provide,
without any limitation whatsoever, to any one or more purchasers, or
potential purchasers, any information or knowledge Lender may have about
Borrower or about any other matter relating to the Loan, and Borrower
hereby waives any rights to privacy Borrower may have with respect to such
matters. Borrower additionally waives any and all notices of sale of
participation interests, as well as all notices of any repurchase of such
participation interests. Borrower also agrees that the purchasers of any
such participation interests will be considered as the absolute owners of
such interests in the Loan and will have all the rights granted under the
participation agreement or agreements governing the sale of such
participation interests. Borrower further waives all rights of offset or
counterclaim that it may have now or later against Lender or against any
purchaser of such a participation interest and unconditionally agrees that
either Lender or such purchaser may enforce Borrower's obligation under the
Loan irrespective of the failure or insolvency of any holder of any
interest in the Loan. Borrower further agrees that the purchaser of any
such participation interests may enforce its interests irrespective of any
personal claims or defenses that Borrower may have against Lender.
Governing Law. This Agreement will be governed by, construed and enforced
in accordance with federal law and the laws of the State of Oregon. This
Agreement has been accepted by Lender in the State of Oregon.
No Waiver by Lender. Lender shall not be deemed to have waived any rights
under this Agreement unless such waiver is given in writing and signed by
Lender. No delay or omission on the part of Lender in exercising any right
shall operate as a waiver of such right or any other right. A waiver by
Lender of a provision of this Agreement shall not prejudice or constitute a
waiver of Lender's right otherwise to demand strict compliance with that
provision or any other provision of this Agreement. No prior waiver by
Lender, nor any course of dealing between Lender and Borrower, or between
Lender and any Grantor, shall constitute a waiver of any of Lender's rights
or of any of Borrower's or any Grantor's obligations as to any future
transactions. Whenever the consent of Lender is required under this
Agreement, the granting of such consent by Lender in any instance shall not
constitute continuing consent to subsequent instances where such consent is
required and in all cases such consent may be granted or withheld in the
sole discretion of Lender.
Notices. Any notice required to be given under this Agreement shall be
given in writing, and shall be effective when actually delivered, when
actually received by telefacsimile (unless otherwise required by law), when
deposited with a nationally recognized overnight courier, or, if mailed,
when deposited in the United States mail, as first class, certified or
registered mail postage prepaid, directed to the addresses shown near the
beginning of this Agreement. Any party may change its address for notices
under this Agreement by giving formal written notice to the other parties,
specifying that the purpose of the notice is to change the party's address.
For notice purposes, Borrower agrees to keep Lender informed at all times
of Borrower's current address. Unless otherwise provided or required by
law, if there is more than one Borrower, any notice given by Lender to any
Borrower is deemed to be notice given to all Borrowers.
Severability. If a court of competent jurisdiction finds any provision of
this Agreement to be illegal, invalid, or unenforceable as to any
circumstance, that finding shall not make the offending provision illegal,
invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal,
valid and enforceable. If the offending provision cannot be so modified, it
shall be considered deleted from this Agreement. Unless otherwise required
by law, the illegality, invalidity, or unenforceability of any provision of
this Agreement shall not affect the legality, validity or enforceability of
any other provision of this Agreement.
Subsidiaries and Affiliates of Borrower. To the extent the context of any
provisions of this Agreement makes it appropriate, including without
limitation any representation, warranty or covenant, the word "Borrower" as
used in this Agreement shall include all of Borrower's subsidiaries and
affiliates. Notwithstanding the foregoing however, under no circumstances
shall this Agreement be construed to require Lender to make any Loan or
other financial accommodation to any of Borrower's subsidiaries or
affiliates.
Successors and Assigns. All covenants and agreements contained by or on
behalf of Borrower shall bind Borrower's successors and assigns and shall
inure to the benefit of Lender and its successors and assigns. Borrower
shall not, however, have the right to assign Borrower's rights under this
Agreement or any interest therein, without the prior written consent of
Lender.
Survival of Representations and Warranties. Borrower understands and agrees
that in making Loan Advances, Lender is relying on all representations,
warranties, and covenants made by Borrower in this Agreement or in any
certificate or other instrument delivered by Borrower to Lender under this
Agreement or the Related Documents. Borrower further agrees that regardless
of any investigation made by Lender, all such representations, warranties
and covenants will survive the making of Loan Advances and delivery to
Lender of the Related Documents, shall be continuing in nature, shall be
deemed made and redated by Borrower at the time each Loan Advance is made,
and shall remain in full force and effect until such time as Borrower's
Indebtedness shall be paid in full, or until this Agreement shall be
terminated in the manner provided above, whichever is the last to occur.
Loan No: 26 Page 4
BUSINESS LOAN AGREEMENT
(Continued)
Time is of the Essence. Time is of the essence in the performance of this
Agreement.
See Addendum.
DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. Accounting
words and terms not otherwise defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect on the date of this Agreement:
Advance. The word "Advance" means a disbursement of Loan funds made, or to
be made, to Borrower or on Borrower's behalf on a line of credit or
multiple advance basis under the terms and conditions of this Agreement.
Agreement. The word "Agreement" means this Business Loan Agreement, as this
Business Loan Agreement may be amended or modified from time to time,
together with all addendum exhibits and schedules attached to this Business
Loan Agreement from time to time.
Borrower. The word "Borrower" means MacTarnahan Limited Partnership, and
all other persons and entities signing the Note in whatever capacity.
Environmental Laws. The words "Environmental Laws" mean any and all state,
federal and local statutes, regulations and ordinances relating to the
protection of human health or the environment, including without limitation
the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the
Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499
("XXXX"), the Hazardous Materials Transportation Act, 49 U.S.C. Section
1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
Section 6901, et seq., or other applicable state or federal laws, rules, or
regulations adopted pursuant thereto or intended to protect human health or
the environment.
Event of Default. The words "Event of Default" mean any of the events of
default set forth in this Agreement in the default section of this
Agreement.
Grantor. The word "Grantor" means each and all of the persons or entities
granting a Security Interest in any Collateral for the Loan, including
without limitation all Borrowers granting such a Security Interest.
Guarantor. The word "Guarantor" means any guarantor, surety, or
accommodation party of any or all of the Loan.
Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender,
including without limitation a guaranty of all or part of the Note.
Hazardous Substances. The words "Hazardous Substances" mean materials that,
because of their quantity, concentration or physical, chemical or
infectious characteristics, may cause or pose a present or potential hazard
to human health or the environment when improperly used, treated, stored,
disposed of, generated, manufactured, transported or otherwise handled. The
words "Hazardous Substances" are used in their very broadest sense and
include without limitation any and all hazardous or toxic substances,
materials or waste as defined by or listed under the Environmental Laws.
The term "Hazardous Substances" also includes, without limitation,
petroleum and petroleum by-products or any fraction thereof and asbestos.
Indebtedness. The word "Indebtedness" means the indebtedness evidenced by
the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which
Borrower is responsible under this Agreement or under any of the Related
Documents.
Lender. The word "Lender" means Washington Mutual Bank dba Western Bank,
its successors and assigns.
Loan. The word "Loan" means any and all loans and financial accommodations
from Lender to Borrower whether now or hereafter existing, and however
evidenced, including without limitation those loans and financial
accommodations described herein or described on any exhibit or schedule
attached to this Agreement from time to time.
Note. The word "Note" means the Note executed by Borrower in the principal
amount of $1,750,000.00 dated October 17, 2001, together with all renewals
of, extensions of, modifications of, refinancings of, consolidations of,
and substitutions for the note or credit agreement.
Permitted Liens. The words "Permitted Liens" mean (1) liens and security
interests securing Indebtedness owed by Borrower to Lender; (2) liens for
taxes, assessments, or similar charges either not yet due or being
contested in good faith; (3) liens of materialmen, mechanics, warehousemen,
or carriers, or other like liens arising in the ordinary course of business
and securing obligations which are not yet delinquent; (4) purchase money
liens or purchase money security interests upon or in any property acquired
or held by Borrower in the ordinary course of business to secure
indebtedness outstanding on the date of this Agreement or permitted to be
incurred under the paragraph of this Agreement titled "Indebtedness and
Liens"; (5) liens and security interests which, as of the date of this
Agreement, have been disclosed to and approved by the Lender in writing;
and (6) those liens and security interests which in the aggregate
constitute an immaterial and insignificant monetary amount with respect to
the net value of Borrower's assets. See Addendum.
Related Documents. The words "Related Documents" mean all promissory notes,
credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, deeds of trust, security deeds, collateral
mortgages, and all other instruments, agreements and documents, whether now
or hereafter existing, executed in connection with the Loan.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY US (LENDER)
AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE
ENFORCEABLE.
BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS
DATED OCTOBER 17, 2001.
BORROWER:
MACTARNAHAN LIMITED PARTNERSHIP
XXXXXX MILL & LOGGING SUPPLY CO., Partner of MacTarnahan Limited Parnership
By:
Xxxxxx X. XxxXxxxxxxx, President of Xxxxxx Mill &
Logging Supply Co.
LENDER:
WASHINGTON MUTUAL BANK DBA WESTERN BANK
By:
Authorized Signer
ADDENDUM TO BUSINESS LOAN AGREEMENT
This ADDENDUM TO BUSINESS LOAN AGREEMENT is attached to and by this
reference is made a part of the Business Loan Agreement dated October 17, 2001,
and executed in connection with a loan or other financial accommodations between
Washington Mutual Bank doing business as Western Bank and MacTarnahan Limited
Partnership. To the extent there is an inconsistency between this Addendum and
the Business Loan Agreement, this Addendum will control.
AFFIRMATION COVENANTS:
TAXES, CHARGES AND LIENS. Provided however, Borrower will not be
required to pay and discharge any such assessment, tax, charge, xxxx, xxxx or
claim so long as (a) the legality of the same shall be contested in good faith
by appropriate proceedings, and (b) Borrower shall have established on its books
adequate reserves with respect to such contested assessment, tax, charge, xxxx,
xxxx or claim.
RIGHT OF SETOFF. Lender shall not have a security interest in, nor shall Lender
set off against amounts due under this agreement, the sums in any account of
Borrower maintained with Lender.
DEFAULT. Notwithstanding the foregoing, Borrower will not be in default as
provided unless and until (a) Lender gives to Borrower written notice of the
alleged default specifying that the default be cured within the time allowed by
this Business Loan Agreement, and (b) Borrower fails to cure the alleged default
within such time period. With respect to a failure to make a payment hereunder,
the amount of time allowed to cure the default shall be ten days following such
written notice from Lender. With respect to any other default, the amount of
time allowed for cure shall be 30 days following written notice of default;
provided, however, in the event a default reasonably requires more than 30 days
for cure, Borrower shall not be deemed in default so long as Borrower commences
cure within such 30-day period and thereafter diligently pursues cure to
completion.
Addendum agreed to:
WASHINGTON MUTUAL Bank DBA WESTERN BANK initial _______
MACTARNAHAN LIMITED PARTNERSHIP initial _______
CORPORATE RESOLUTION TO GUARANTEE
--------------------------------------------------------------------------------
Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials
$1,750,000.00 10-17-2001 11-01-2003 26 599 / 990 610
--------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
--------------------------------------------------------------------------------
Borrower: Lender:
MacTarnahan Limited Partnership Washington Mutual Bank dba Western Bank
00000 XX Xxxxxxxxx Xxxxxx Xxxxxxxxx Business Banking Center
Xxxxxxxx, XX 00000 00000 XX Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Corporation: Xxxxxx Mill & Logging Supply Co.
00000 XX Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
================================================================================
THE UNDERSIGNED, DOES HEREBY CERTIFY THAT:
THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is
Xxxxxx Mill & Logging Supply Co. ("Corporation"). The Corporation is a
corporation for profit which is, and at all times shall be, duly organized and
validly existing, under and by virtue of the laws of the State of Oregon. The
Corporation is duly authorized to transact business in all other states in which
the Corporation is doing business, having obtained all necessary filings,
governmental licenses and approvals for each state in which the Corporation is
doing business. Specifically, the Corporation is, and at all times shall be,
duly qualified as a foreign corporation in all states in which the failure to so
qualify would have a material adverse effect on its business or financial
condition. The Corporation has the full power and authority to own its
properties and to transact the business in which it is presently engaged or
presently proposes to engage. The Corporation maintains an office at 00000 XX
Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000. Unless the Corporation has designated
otherwise in writing, the principal office is the office at which the
Corporation keeps its books and records. The Corporation will notify Lender
prior to any change in the location of the Corporation's state of organization
or any change in the Corporation's name. The Corporation shall do all things
necessary to preserve and to keep in full force and effect its existence, rights
and privileges, and shall comply with all regulations, rules, ordinances,
statutes, orders and decrees of any governmental or quasi-governmental authority
or court applicable to the Corporation and the Corporation's business
activities.
RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the
Corporation is a close corporation having no Board of Directors then at a
meeting of the Corporation's shareholders, duly called and held on October 17,
2001, at which a quorum was present and voting, or by other duly authorized
action in lieu of a meeting, the resolutions set forth in this Resolution were
adopted.
OFFICER. The following named person is an officer of Xxxxxx Mill & Logging
Supply Co.:
NAMES TITLES AUTHORIZED ACTUAL SIGNATURES
----- ------ ---------- -----------------
Xxxxxx X. XxxXxxxxxxx President Y X________________________
ACTIONS AUTHORIZED. The authorized person listed above may enter into any
agreements of any nature with Lender, and those agreements will bind the
Corporation. Specifically, but without limitation, the authorized person is
authorized, empowered, and directed to do the following for and on behalf of the
Corporation:
Guaranty. To guarantee or act as surety for loans or other financial
accommodations to Borrower from Lender on such guarantee or surety
terms as may be agreed upon between the officer of the Corporation and
Lender and in such sum or sums of money as in his or her judgment
should be guaranteed or assured, not exceeding, however, at any one
time the amount of One Million Seven Hundred Fifty Thousand & 00/100
Dollars ($1,750,000.00), in addition to such sum or sums of money as
the Corporation currently may have guaranteed to Lender (the
"Guaranty").
Execute Security Documents. To execute and deliver to Lender the forms
of mortgage, deed of trust, pledge agreement, hypothecation agreement,
and other security agreements and financing statements which Lender may
require and which shall evidence the terms and conditions under and
pursuant to which such liens and encumbrances, or any of them, are
given; and also to execute and deliver to Lender any other written
instruments, any chattel paper, or any other collateral, of any kind or
nature, which Lender may deem necessary or proper in connection with or
pertaining to the giving of the liens and encumbrances.
Further Acts. To do and perform such other acts and things and to
execute and deliver such other documents and agreements as the officer
may in his or her discretion deem reasonably necessary or proper in
order to carry into effect the provisions of this Resolution.
ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or
filings required by law relating to all assumed business names used by the
Corporation. Excluding the name of the Corporation, the following is a complete
list of all assumed business names under which the Corporation does business:
Assumed Business Name Filing Location
Xxxxxx Co. Salem, Oregon
NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Corporation's name; (B) change
in the Corporation's assumed business name(s); (C) change in the management of
the Corporation; (D) change in the authorized signer(s); (E) change in the
Corporation's principal office address; (F) change in the Corporation's state of
organization; (G) conversion of the Corporation to a new or different type of
business entity; or (H) change in any other aspect of the Corporation that
directly or indirectly relates to any agreements between the Corporation and
Lender. No change in the Corporation's name or state of organization will take
effect until after Lender has received notice
ADDITIONAL ACTIONS AUTHORIZED - INTEREST RATE SWAP PROVISIONS. To enter into any
interest rate swaps, interest rate caps, interest rate floors, interest rate
collars, Treasury locks, Treasury caps, Treasury floors, Treasury collars,
barrier options, forward rate agreements, cross currency swaps, cross currency
caps, cross currency floors, cross currency collars, foreign exchange forward
contracts, options on any of the foregoing, and combinations of any of the
foregoing, with the Lender (each a "Swap Transaction"), to take all steps
necessary to effectuate and perform such Swap Transaction, including but not
limited to the execution and delivery to Lender an of an ISDA Master Agreement,
together with any and all exhibits and annexes thereto as may be requested by
Lender, the execution and delivery of confirmations of such Swap Transactions,
and the execution and delivery of all documents or agreements required pursuant
to any of the foregoing; to mortgage, pledge, transfer, endorse, hypothecate, or
otherwise encumber and deliver to lender any property now or hereafter belonging
to the Corporation or in which the Corporation now or hereafter may have an
Loan No: 26 Page 2
CORPORATE RESOLUTION TO GUARANTEE
(Continued)
interest, including without limitation all real property and all personal
property (tangible or intangible) of the Corporation, as security for the
payment of any indebtedness of the Corporation to the Lender arising out of a
Swap Transaction, however the same may be evidenced. Such property may be
mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the
time the Swap Transaction is entered into, or at any other time or times, and
may be either in addition to or in lieu of any property theretofore mortgaged,
pledged, transferred, endorsed, hypothecated or encumbered.
CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officer named above is
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupies the position set opposite his or her respective name. This
Resolution now stands of record on the books of the Corporation, is in full
force and effect, and has not been modified or revoked in any manner whatsoever.
NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal
is affixed to this Resolution.
CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed prior to the passage of this Resolution are hereby ratified and
approved. This Resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to and received by Lender at Lender's address shown above
(or such addresses as Lender may designate from time to time). Any such notice
shall not affect any of the Corporation's agreements or commitments in effect at
the time notice is given.
IN TESTIMONY WHEREOF, We have hereunto set our hand.
The undersigned has read all the provisions of this Resolution, and on behalf of
the Corporation certifies that all statements and representations made in this
Resolution are true and correct. This Corporate Resolution to Guarantee is dated
October 17, 2001.
CERTIFIED TO AND ATTESTED BY:
By:
Authorized Signer for Xxxxxx Mill & Logging Supply Co.
PARTNERSHIP AUTHORIZATION
--------------------------------------------------------------------------------
Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials
$1,750,000.00 10-17-2001 11-01-2003 26 599 / 990 610
--------------------------------------------------------------------------------
applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
--------------------------------------------------------------------------------
Partnership: Lender:
MacTarnahan Limited Partnership Washington Mutual Bank dba Western Bank
00000 XX Xxxxxxxxx Xxxxxx Xxxxxxxxx Business Banking Center
Xxxxxxxx, XX 00000 00000 XX Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
================================================================================
IN CONSIDERATION OF the existing or proposed lending or banking relationship
between MacTarnahan Limited Partnership ("the Partnership") and Washington
Mutual Bank dba Western Bank ("Lender"), the persons signing below jointly and
severally and on behalf of the Partnership represent and certify to Lender that:
THE PARTNERSHIP'S EXISTENCE. The complete and correct name of the Partnership is
MacTarnahan Limited Partnership ("Partnership"). The Partnership is a limited
partnership which is, and at all times shall be, formed under and by virtue of
the laws of the State of Oregon. The Partnership is duly authorized to transact
business in all other states in which the Partnership is doing business, having
obtained all necessary filings, governmental licenses and approvals for each
state in which the Partnership is doing business. Specifically, the Partnership
is, and at all times shall be, duly qualified as a foreign limited partnership
in all states in which the failure to so qualify would have a material adverse
effect on its business or financial condition. The Partnership has the full
power and authority to own its properties and to transact the business in which
it is presently engaged or presently proposes to engage. The Partnership
maintains an office at 00000 XX Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000. Unless the
Partnership has designated otherwise in writing, the principal office is the
office at which the Partnership keeps its books and records. The Partnership
will notify Lender prior to any change in the location of the Partnership's
principal office address or any change in the Partnership's name. The
Partnership shall do all things necessary to preserve and to keep in full force
and effect its existence, rights and privileges, and shall comply with all
regulations, rules, ordinances, statutes, orders and decrees of any governmental
or quasi-governmental authority or court applicable to the Partnership and the
Partnership's business activities.
AUTHORIZATIONS ADOPTED. At a meeting of the partners of the Partnership, duly
called and held on October 17, 2001, or by other duly authorized action in lieu
of a meeting, the agreements and authorizations set forth in this Authorization
were adopted.
PARTNER. The following named entity is a partner of MacTarnahan Limited
Partnership:
NAMES TITLES AUTHORIZED ACTUAL SIGNATURES
----- ------ ---------- -----------------
Xxxxxx Mill & Logging Supply
Co. General Y X____________________
Partner
ACTIONS AUTHORIZED. The authorized entity listed above may enter into any
agreements of any nature with Lender, and those agreements will bind the
Partnership. Specifically, but without limitation, the authorized entity is
authorized, empowered, and directed to do the following for and on behalf of the
Partnership:
Borrow Money. To borrow, as a cosigner or otherwise, from time to time
from Lender, on such terms as may be agreed upon between the
Partnership and Lender, such sum or sums of money as in its judgment
should be borrowed; however, not exceeding at any one time the amount
of One Million Seven Hundred Fifty Thousand & 00/100 Dollars
($1,750,000.00), in addition to such sum or sums of money as may be
currently borrowed by the Partnership from Lender.
Execute Notes. To execute and deliver to Lender the promissory note or
notes, or other evidence of the Partnership's credit accommodations, on
Lender's forms, at such rates of interest and on such terms as may be
agreed upon, evidencing the sums of money so borrowed or any of the
Partnership's indebtedness to Lender, and also to execute and deliver
to Lender one or more renewals, extensions, modifications,
refinancings, consolidations, or substitutions for one or more of the
notes, any portion of the notes, or any other evidence of credit
accommodations.
Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or
otherwise encumber and deliver to Lender any property now or hereafter
belonging to the Partnership or in which the Partnership now or
hereafter may have an interest, including without limitation all real
property and all personal property (tangible or intangible) of the
Partnership, as security for the payment of any loans or credit
accommodations so obtained, any promissory notes so executed (including
any amendments to or modifications, renewals, and extensions of such
promissory notes), or any other or further indebtedness of the
Partnership to Lender at any time owing, however the same may be
evidenced. Such property may be mortgaged, pledged, transferred,
endorsed, hypothecated or encumbered at the time such loans are
obtained or such indebtedness is incurred, or at any other time or
times, and may be either in addition to or in lieu of any property
theretofore mortgaged, pledged, transferred, endorsed, hypothecated or
encumbered.
Execute Security Documents. To execute and deliver to Lender the forms
of mortgage, deed of trust, pledge agreement, hypothecation agreement,
and other security agreements and financing statements which Lender may
require and which shall evidence the terms and conditions under and
pursuant to which such liens and encumbrances, or any of them, are
given; and also to execute and deliver to Lender any other written
instruments, any chattel paper, or any other collateral, of any kind or
nature, which Lender may deem necessary or proper in connection with or
pertaining to the giving of the liens and encumbrances.
Negotiate Items. To draw, endorse, and discount with Lender all drafts,
trade acceptances, promissory notes, or other evidences of indebtedness
payable to or belonging to the Partnership or in which the Partnership
may have an interest, and either to receive cash for the same or to
cause such proceeds to be credited to the Partnership's account with
Lender, or to cause such other disposition of the proceeds derived
therefrom as it may deem advisable.
Further Acts. In the case of lines of credit, to designate additional
or alternate individuals as being authorized to request advances under
such lines, and in all cases, to do and perform such other acts and
things, to pay any and all fees and costs, and to execute and deliver
such other documents and agreements as the partner may in its
discretion deem reasonably necessary or proper in order to carry into
effect the provisions of this Authorization. The following persons
currently are authorized to request advances and authorize payments
under the line of credit until Lender receives from the Partnership, at
Lender's address shown above, written notice of revocation of their
authority: Xxxxxx X. XxxXxxxxxxx, President of Xxxxxx Mill & Logging
Supply Co.; and Xxxxx XxxXxxxxxxx.
ASSUMED BUSINESS NAMES. The Partnership has filed or recorded all documents or
filings required by law relating to all assumed business names used by the
Partnership. Excluding the name of the Partnership, the following is a complete
list of all assumed business names under which the Partnership does business:
None.
Loan No:26 Page 2
PARTNERSIP AUTHORIZATION
(Continued)
JOINT AND SEVERAL LIABILITY. Each partner agrees to be jointly and severally
liable for all of the Partnership's present and future obligations to Lender;
however, any limited partners listed above and identified as such will not be
liable individually beyond its interest in the Partnership plus any liability
created under applicable law or under any other agreements with Lender (such as
a guaranty). We represent and warrant to Lender that the Partnership's
agreements with Lender, including the borrowing of monies, do not conflict with,
result in a violation of, or constitute a default under any agreement or other
instrument with any limited partner of the Partnership; and we agree to
indemnify and hold Lender harmless from all claims, costs and expenses relating
in any way to any such conflict, violation or default.
NOTICES TO LENDER. The Partnership will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Partnership's name; (B) change
in the Partnership's assumed business name(s); (C) change in the partners of the
Partnership, including the addition of new partners or the departure of current
partners from the Partnership; (D) change in the authorized signer(s); (E)
change in the Partnership's principal office address; (F) change in the
Partnership's state of organization; (G) conversion of the Partnership to a new
or different type of business entity; or (H) change in any other aspect of the
Partnership that directly or indirectly relates to any agreements between the
Partnership and Lender. No change in the Partnership's name, state or
organization, or principal office address will take effect until after Lender
has received notice.
ADDITIONAL ACTIONS AUTHORIZED - INTEREST RATE SWAP PROVISIONS. To enter into any
interest rate swaps, interest rate caps, interest rate floors, interest rate
collars, Treasury locks, Treasury caps, Treasury floors, Treasury collars,
barrier options, forward rate agreements, cross currency swaps, cross currency
caps, cross currency floors, cross currency collars, foreign exchange forward
contracts, options on any of the foregoing, and combinations of any of the
foregoing, with the Lender (each a "Swap Transaction"), to take all steps
necessary to effectuate and perform such Swap Transaction, including but not
limited to the execution and delivery to Lender an of an ISDA Master Agreement,
together with any and all exhibits and annexes thereto as may be requested by
Lender, the execution and delivery of confirmations of such Swap Transactions,
and the execution and delivery of all documents or agreements required pursuant
to any of the foregoing; to mortgage, pledge, transfer, endorse, hypothecate, or
otherwise encumber and deliver to lender any property now or hereafter belonging
to the Partnership or in which the Partnership now or hereafter may have an
interest, including without limitation all real property and all personal
property (tangible or intangible) of the Partnership, as security for the
payment of any indebtedness of the Partnership to the Lender arising out of a
Swap Transaction, however the same may be evidenced. Such property may be
mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the
time the Swap Transaction is entered into, or at any other time or times, and
may be either in addition to or in lieu of any property theretofore mortgaged,
pledged, transferred, endorsed, hypothecated or encumbered.
CERTIFICATION CONCERNING PARTNERS AND AUTHORIZATIONS. The partner named above is
duly elected, appointed, or employed by or for the Partnership, as the case may
be, and occupies the position set opposite its respective name. This
Authorization now stands of record on the books of the Partnership, is in full
force and effect, and has not been modified or revoked in any manner whatsoever.
CONTINUING VALIDITY. Any and all acts authorized pursuant to this Authorization
and performed prior to the passage of this Authorization are hereby ratified and
approved. This Authorization shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to and received by Lender at Lender's address shown above
(or such addresses as Lender may designate from time to time). Any such notice
shall not affect any of the Partnership's agreements or commitments in effect at
the time notice is given.
IN TESTIMONY WHEREOF, We have hereunto set our hand.
The undersigned has read all the provisions of this Authorization, and on behalf
of the Partnership certifies that all statements and representations made in
this Authorization are true and correct. This Partnership Authorization is dated
October 17, 2001.
CERTIFIED TO AND ATTESTED BY:
Xxxxxx Mill & Logging Supply Co., General Partner
By:_______________________________
Authorized Signer
NOTE: If the partner signing this Authorization is designated by the foregoing
document as one of the partners authorized to act on the Partnership's behalf,
it is advisable to have this Authorization signed by at least one non-authorized
partner of the Partnership.
================================================================================
RESOLUTION OF CORPORATE PARTNER
--------------------------------------------------------------------------------
Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials
$1,750,000.00 00-00-000 11-01-2003 26 599 / 990 610
--------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
--------------------------------------------------------------------------------
Borrower: Lender:
MacTarnahan Limited Partnership Washington Mutual Bank dba Western Bank
00000 XX Xxxxxxxxx Xxxxxx Xxxxxxxxx Business Banking Center
Xxxxxxxx, XX 00000 00000 XX Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Corporation:
Xxxxxx Mill & Logging Supply Co.
00000 XX Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
================================================================================
THE UNDERSIGNED, DOES HEREBY CERTIFY THAT:
THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is
Xxxxxx Mill & Logging Supply Co. ("Corporation"). The Corporation is a
corporation for profit which is, and at all times shall be, duly organized and
validly existing, by virtue of the laws of the State of Oregon. The Corporation
is duly authorized to transact business in all other states in which the
Corporation is doing business, having obtained all necessary filings,
governmental licenses and approvals for each state in which the Corporation is
doing business. Specifically, the Corporation is, and at all times shall be,
duly qualified as a foreign corporation in all states in which the failure to so
qualify would have a material adverse effect on its business or financial
condition. The Corporation has the full power and authority to own its
properties and to transact the business in which it is presently engaged or
presently proposes to engage. The Corporation maintains an office at 00000 XX
Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000. Unless the Corporation has designated
otherwise in writing, the principal office is the office at which the
Corporation keeps its books and records. The Corporation will notify Lender
prior to any change in the location of the Corporation's state of organization
or any change in the Corporation's name. The Corporation shall do all things
necessary to preserve and to keep in full force and effect its existence, rights
and privileges, and shall comply with all regulations, rules, ordinances,
statutes, orders and decrees of any governmental or quasi-governmental authority
or court applicable to the Corporation and the Corporation's business
activities.
RELATIONSHIP TO BORROWER AND GRANTOR. The Corporation is a Partner in
MacTarnahan Limited Partnership. MacTarnahan Limited Partnership has applied or
will be applying to Washington Mutual Bank dba Western Bank ("Lender") for a
loan or loans and other financial accommodations from Lender and has agreed to
grant collateral for a loan or loans and other financial accommodations from
Lender to MacTarnahan Limited Partnership, including those which may be
described on any exhibit or schedule attached to this Resolution. The
Corporation has considered the value to itself of MacTarnahan Limited
Partnership obtaining the financial accommodations described above and granting
the collateral.
AUTHORIZATION TO BE A PARTNER. The Corporation is authorized to be and become a
Partner in the Partnership named MacTarnahan Limited Partnership, whose office
is at 00000 XX Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000.
RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the
Corporation is a close corporation having no Board of Directors then at a
meeting of the Corporation's shareholders, duly called and held on October 17,
2001, at which a quorum was present and voting, or by other duly authorized
action in lieu of a meeting, the resolutions set forth in this Resolution were
adopted.
OFFICER. The following named person is an officer of Xxxxxx Mill & Logging
Supply Co.:
NAMES TITLES AUTHORIZED ACTUAL SIGNATURES
----- ------ ---------- -----------------
Xxxxxx X. XxxXxxxxxxx President Y X_____________________
ACTIONS AUTHORIZED. The authorized person listed above may enter into any
agreements of any nature with Lender, and those agreements will bind the
Corporation. Specifically, but without limitation, the authorized person is
authorized, empowered, and directed to do the following for and on behalf of the
Corporation:
Execute Documents. To execute and deliver to Lender the form of
Partnership Authorization and other loan documents submitted by Lender,
confirming the nature and existence of MacTarnahan Limited Partnership,
including the Corporation's participation in MacTarnahan Limited
Partnership as a Partner, and evidencing the terms of the loan from
Lender to MacTarnahan Limited Partnership.
Authorize Officers. To authorize other officers or employees of the
Corporation, from time to time, to act in his or her stead or as his or
her successors on behalf of the Corporation as Partner in MacTarnahan
Limited Partnership.
Further Acts. In the case of lines of credit, to designate additional
or alternate individuals as being authorized to request advances under
such lines, and in all cases, to do and perform such other acts and
things, to pay any and all fees and costs, and to execute and deliver
such other documents and agreements as the officer may in his or her
discretion deem reasonably necessary or proper in order to carry into
effect the provisions of this Resolution. The following persons
currently are authorized to request advances and authorize payments
under the line of credit until Lender receives from the Corporation, at
Lender's address shown above, written notice of revocation of their
authority: Xxxxxx X. XxxXxxxxxxx, President of Xxxxxx Mill & Logging
Supply Co.; and Xxxxx XxxXxxxxxxx.
NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Corporation's name; (B) change
in the Corporation's assumed business name(s); (C) change in the management of
the Corporation; (D) change in the authorized signer(s); (E) change in the
Corporation's principal office address; (F) change in the Corporation's state of
organization; (G) conversion of the Corporation to a new or different type of
business entity; or (H) change in any other aspect of the Corporation that
directly or indirectly relates to any agreements between the Corporation and
Lender. No change in the Corporation's name or state of organization will take
effect until after Lender has received notice
ADDITIONAL ACTIONS AUTHORIZED - INTEREST RATE SWAP PROVISIONS. To enter into any
interest rate swaps, interest rate caps, interest rate floors, interest rate
collars, Treasury locks, Treasury caps, Treasury floors, Treasury collars,
barrier options, forward rate agreements, cross currency swaps, cross currency
caps, cross currency floors, cross currency collars, foreign exchange forward
contracts, options on any of the foregoing, and combinations of any of the
foregoing, with the Lender (each a "Swap Transaction"), to take all steps
necessary to effectuate and perform such Swap Transaction, including but not
limited to the execution and delivery to Lender an of an ISDA Master Agreement,
together with any and all exhibits and annexes thereto as may be requested by
Lender, the execution and delivery of confirmations of such Swap Transactions,
and the execution and delivery of all documents or
Loan No: 26 Page 2
RESOLUTION OF CORPORATE PARTNER
(Continued)
agreements required pursuant to any of the foregoing; to mortgage, pledge,
transfer, endorse, hypothecate, or otherwise encumber and deliver to lender any
property now or hereafter belonging to the Corporation or in which the
Corporation now or hereafter may have an interest, including without limitation
all real property and all personal property (tangible or intangible) of the
Corporation, as security for the payment of any indebtedness of the Corporation
to the Lender arising out of a Swap Transaction, however the same may be
evidenced. Such property may be mortgaged, pledged, transferred, endorsed,
hypothecated or encumbered at the time the Swap Transaction is entered into, or
at any other time or times, and may be either in addition to or in lieu of any
property theretofore mortgaged, pledged, transferred, endorsed, hypothecated or
encumbered.
PARTICIPATION AUTHORIZED. The Corporation's participation in MacTarnahan Limited
Partnership as a Partner and the execution, delivery, and performance of the
documents described herein have been duly authorized by all necessary action by
the Corporation and do not conflict with, result in a violation of, or
constitute a default under (A) any provision of its articles of incorporation,
bylaws, or any agreement or other instrument binding upon the Corporation or (B)
any law, governmental regulation, court decree, or order applicable to the
Corporation.
CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officer named above is
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupies the position set opposite his or her respective name. This
Resolution now stands of record on the books of the Corporation, is in full
force and effect, and has not been modified or revoked in any manner whatsoever.
NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal
is affixed to this Resolution.
CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed prior to the passage of this Resolution are hereby ratified and
approved. This Resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to and received by Lender at Lender's address shown above
(or such addresses as Lender may designate from time to time). Any such notice
shall not affect any of the Corporation's agreements or commitments in effect at
the time notice is given.
IN TESTIMONY WHEREOF, We have hereunto set our hand.
The undersigned has read all the provisions of this Resolution, and on behalf of
the Corporation certifies that all statements and representations made in this
Resolution are true and correct. This Resolution of Corporate Partner is dated
October 17, 2001.
CERTIFIED TO AND ATTESTED BY:
By:_________________________________________________
Authorized Signer for Xxxxxx Mill & Logging Supply Co.
================================================================================
