AGREEMENT
This Agreement is made as of February 9, 1998 between WESTAR FINANCIAL
SERVICES INCORPORATED , a Washington corporation (the "Company") and &
CAPITAL, INC. ("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.
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 Parties are entering into this Agreement to again extend
the maturity date for payment of the Note.
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) March 26, 1998 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 common stock or any
other similar financing or financings involving 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 reasonablely 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
