AGREEMENT
This Agreement is made as of October 20, 1997 between WESTAR FINANCIAL
SERVICES INCORPORATED , a Washington corporation (the "Company") and &
CAPITAL, INC. (the "Lender").
Recitals
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A. The Company executed and delivered to Lender a promissory
note in the principal amount of $1,500,000 dated April 15, 1997
(the "Note").
B. The Note matured on July 31, 1997 and was extended on August
1, 1997 to October 20, 1997.
C. To provide security for repayment of the Note, the Company
executed a Security Agreement dated April 15, 1997, granting to
Lender a security interest in certain assets of the Company (the
"Lender Security Agreement").
D. The Company will obtain a loan (the "Loan") in the amount of
$750,000 from Bank One, NA ("Bank One"), which will be secured by
the Company's grant of a security interest to Bank One (the "Bank
One Security Interest"), in certain residual interests (including
all proceeds thereof, the "Residual Interest") in securitizations
of automobile leases, as further identified in that certain form
of Assignment of Residual Interest and Consent of MBIA Insurance
Corporation (the "Assignment") attached hereto as Exhibit A and by
this reference incorporated herein.
E. As a condition to making the Loan, Bank One requires that
Lender's security interest in the Residual Interest be subordinate
to the security interest of Bank One.
F. The parties are entering into this Agreement to extend the
maturity date for payment of the Note and to subordinate Lender's
security interest in the Residual Interest.
Agreement
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NOW, THEREFORE, the parties agree as follows:
1. Maturity Date. The maturity date of the Note is hereby extended to the
earlier of (i) November 30, 1997 or (ii) receipt by the Company of not less
than $5,000,000 in proceeds from one or more closings of its current offerings
of Units, consisting of senior subordinated notes and warrants or any other
similar financing or financings involving equity securities.
2. Subordination. The Bank One Security Interest shall be and remain at all
times a lien or charge on the Residual Interest, prior and superior to the
lien or charge of Lender under the Lender Security Agreement.
3. Acknowledgement of Subordination. Lender acknowledges that it hereby
intentionally waives, relinquishes and subordinates the priority and
superiority of the lien or charge of the Lender Security Agreement in favor of
the lien or charge of the Bank One Security Interest upon the Residual
Interest, and understands that in reliance upon and in consideration of this
waiver, relinquishment and subordination, specific loans and advances are
being and will be made and specific monetary and other obligations are being
and will be entered into by third parties which would not be made or entered
into but for such reliance upon this waiver, relinquishment and subordination.
Lender agrees to execute such further documents as either Bank One or the
Company may reasonably request to reflect, implement or confirm such
subordination.
4. Entire Agreement. This Agreement contains the whole agreement between
the parties hereto with respect to its subject matter, and supersedes all
prior agreements whether written or oral.
5. Binding Effect. This Agreement shall enure to the benefit of and be
binding upon the legal representatives, heirs, successors and assigns of the
parties.
6. Continuing Effect. Except as specifically modified or amended hereby,
the Note and the Lender Security Agreement shall continue in full force and
effect in accordance with their terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
WESTAR FINANCIAL SERVICES
INCORPORATED
By:___________________________
X.X. Xxxxxxxxxxx, Xx., President
& CAPITAL, PARTNERS, L.P.
By:___________________________
Xxxxx X. Xxxxxx, Managing General Partner
