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EXHIBIT 10.33
[KEY BANK LOGO]
LOAN MODIFICATION AND/OR EXTENSION AGREEMENT
Date: July 31, 1996
Borrower: T & W FUNDING COMPANY VI, L.L.C.
Lender: KEY BANK OF WASHINGTON
Note: Dated August 28, 1995, original principal amount of
$7,500,000.00
Loan #: 262746-2009100
FOR VALUE RECEIVED, Borrower and Lender hereby agree to modify the
above-referenced Loan and promissory note as follows:
1. MODIFICATION AND/OR EXTENSION PROVISIONS.
a. The maturity date of the loan is hereby extended to July 31, 1997.
b. Interest rate and payment provisions are not being modified, and
Borrower shall continue to make regular installment payments as
provided in the Note. Provisions for adjustment of the interest rate
and/or payment amounts (if any) shall continue to apply.
c. Exhibits "A" and "B" to the Lease Line of Credit and Security
Agreement dated August 28, 1995, have been modified as per attached
Exhibits.
2. CONDITIONS. The modifications and/or extension described above are
subject to and conditioned upon Borrower's full satisfaction of all of the
following conditions on or before, July 31, 1996, time being of the essence.
a. There shall be no uncured event of default under the Loan, nor any
event or condition which with notice or the passage of time would be
an event of default thereunder.
b. Borrower shall deliver to Lender a fully executed original of this
Loan Modification and/or Extension Agreement.
c. All expenses incurred by Lender in connection with this Agreement
(including without limitation, attorney fees, recording charges,
charges for title policy update(s), escrow charges, costs of
obtaining updated or additional appraisal(s) or collateral
valuations, if required by Lender) shall be paid by borrower.
3. GENERAL PROVISIONS. Except as modified above, all other provisions of
the Note and any other documents securing or relating to the Loan (the "Loan
Documents") remain in full force and effect. All security given for the Loan
and all guarantees of the Loan (as applicable) shall continue in full force.
Borrower warrants and represents to Lender that it has full right, power and
authority to enter into this agreement and to perform all its obligations
hereunder, and that all information and materials submitted to Lender in
connection with this modification are accurate and complete. Borrower warrants
that no default exists under the Loan Documents. Borrower reaffirms its
obligation to pay the Loan in full and reaffirms the validity and enforceability
of the Loan Documents, without set-off, counterclaim or defense. Borrower
acknowledges that:
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ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
WASHINGTON LAW.
KEY BANK OF WASHINGTON BORROWER:
T & W FUNDING COMPANY, VI L.L.C.
/s/ XXX XXXXXXX XXXXXXX X. PRICE, Member
--------------------------------- ----------------------------------
Xxx Xxxxxxx, Vice President Authorized Officer Title
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[KEY BANK LOGO]
EXHIBIT A
ADDITIONAL TERMS RIDER
THIS ADDITIONAL TERMS RIDER modifies the Lease Line of Credit and
Security Agreement, and sets forth additional affirmative and negative covenants
of Debtor, and/or other agreed modifications or additional provisions to the
Agreement (if any):
1 Additional Covenants. Borrower agrees and covenants with Bank
that Borrower will:
(a) Provide fiscal year-end audited combined and
combining financial statements within 90 days of Borrower's
fiscal year end.
(b) Provide quarterly financial statements and
delinquency reports within 30 days of each quarter end.
(c) Provide monthly present value report on all
leases assigned to Bank.
(d) Provide annual financial statements and tax
returns of all guarantors of Borrower's obligations hereunder.
(e) Maintain at all times a maximum combined
debt-to-worth ratio of 6:1 (after netting securitized lease
receivables, initial indirect costs, and non-recourse
liabilities), calculated in accordance with Lender's standard
underwriting and financial analysis criteria.
(f) Pay off any Advance related to any Lease Contract
pledged hereunder that becomes 90 days delinquent, within 15
days of the expiration of such 90-day delinquency period.
(g) Borrower may loan money to or create other
outstanding obligations from the Forstman Little Group and/or
any of Borrower's affiliated entities, but such affiliated
indebtedness shall at no time exceed One Million One Hundred
Forty Thousand Dollars ($1,140,000.00) in the aggregate and no
such loan or other obligation shall have a term in excess of
three years.
2. Guarantors. Prior to requesting any Advance, Borrower shall furnish
to Bank, on Bank's forms and in the amounts set forth below, guarantee
agreements executed and delivered by each of the following:
Guarantors Amounts
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T & W FINANCIAL CORPORATION
AND AFFILIATED COMPANIES Unlimited
T & W FINANCE CORP. I Unlimited
T & W FINANCE CORP. II Unlimited
T & W FINANCE CORP. III Unlimited
T & W FINANCE CORP. IV Unlimited
T & W FUNDING COMPANY V, L.L.C. Unlimited
PLM CONSULTING GROUP, L.L.C. Unlimited
XXXXXXX X. PRICE Unlimited
XXXXXX X. XXXXX Unlimited
XXXX X. XXXX Unlimited
XXXXXXX X. XXXXXXXX, XX. Unlimited
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[KEY BANK LOGO]
EXHIBIT B
CERTIFICATE FOR BORROWING
UNDER LEASE LINE OF CREDIT
AND ASSIGNMENT OF LEASE
T & W FUNDING COMPANY VI, L.L.C. applies for and requests an advance in the
amount of $__________________________ , under the terms of the note dated
8/21/95 in the amount of $7,500,000.00. In addition, the undersigned certifies
that the total value of the accounts pledged hereby is that shown on Line 1.
EXECUTED on this_______________________day of_______________________19_________
[BORROWER:]
T & W Funding Company VI, L.L.C.
By:_________________________ Title:___________________ Date of Figures:________
LEASE RECEIVABLE COLLATERAL
1) Net Present Value of Total Eligible $__________________
Lease Receivables Discounted at 8.0%
2) Required Margin @ 90% of Net Present Value 90%
3) TOTAL BORROWING BASE (Line 1 times Line 2) $__________________
RECAP OF BORROWINGS
4) Total Amount of Borrowings Outstanding Last
Certificate $__________________
5) Add: Advance Requested $__________________
6) Total Amount of Borrowings This Certificate
(Line 4 plus Line 5) $__________________
7) Collateral Surplus or (Deficit) $__________________
(Line 3 minus Line 6)
[BANK APPROVAL:]
KEY BANK OF WASHINGTON
By:________________________________
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LEASE AUDIT SHEET
Customer Name: T & W Funding Company VI, L.L.C. Lessee Name:__________________________
Lease No.:__________________________ Lessee Name:__________________________
Dated:______________________________ Matures:______________________________
1. CERTIFICATE FOR BORROWING 7. GUARANTEES
& ASSIGNMENT OF LEASE
____ Equipment Description ____ Signed and Dated
____ Lessee's Name
____ Payment Balances to Note Amount 8. TITLE COPY / TITLE APPLICATION
____ Signature and Title of Lessor
____ Conforms to Dealer Plan ____ Key Bank shown as Legal Owner
____ Signed
2. LEASE AGREEMENT
9. XXXX OF SALE
____ Original Lease
____ Lessee's Legal Name Shown Correctly ____ Signed and Dated
____ Signed and Dated with Titles ____ UCC Lien Search Completed
____ Amount Greater Than or Equal to
Advance Amount
3 UCC'S 10 INVOICES
____ Lessee's Legal Name Shown Correctly ____ Amount Greater Than or Equal to Advance
____ Key Bank Shown as Assignee ____ Matches Equipment Description
____ Signed and Titled by Lessee and Lessor
____ UCC-1 for Customer
4 BORROWING AUTHORITY 11 COPY OF CHECK
____ Amount Greater Than or Equal to Advance
____ Borrowing Authority ____ Matches Invoice
5 DELIVERY AND ACCEPTANCE 12 CREDIT INFORMATION
____ Signed Delivery and Acceptance ____ Bank Reports
____ Trade Reports
6 INSURANCE INFORMATION ____ Credit Report(s)- Pers
____ Credit Report(s)- Bus
____ Insurance Authorization Letter ____ Financial Statements
____ Signed and Dated ____ Taxes - Pets
____ Taxes - Bus
