Exhibit 10.12
Business Loan Agreement dated as of November 30, 2000 by and between the Company
and Xxxxx Fargo Bank, N.A.
BUSINESS LENDING CONFIRMATION LETTER
November 30, 2000
Thanksgiving Coffee Company, Inc.
P. O. Xxx 0000
Xxxx Xxxxx, XX 00000-0000
XXXXX FARGO BANK, N.A. ("Bank"), agrees to make available to Thanksgiving
Coffee Company, Inc. ("Borrower") a PrimeLoan (the "Credit"). The Credit shall
bear interest and be repayable in accordance with the terms and conditions of
the Agreement. The Agreement consists of (1) the Confirmation Letter ("this
Letter"), (2) the Business Lending Disclosure dated October 01, 1999 (the
"Disclosure") and (3) any Related Documents. All terms and conditions of the
Disclosure and Related Documents are incorporated herein by reference for all
purposes. All capitalized terms not defined in this Letter are defined in the
Disclosure.
Promise To Pay. Borrower promises to pay to Bank, or order, the principal
amount of $464,000.00 together with interest on the unpaid principal balance.
Borrower will pay Bank at Bank's address shown in this letter or at such other
place as Bank may designate in writing.
Interest. The interest rate applicable to this Credit is subject to change from
time to time based on changes in the Prime Rate. The Prime Rate currently is
9.500% per annum. The interest rate to be applied to the unpaid principal
balance of Credit will be 3.000% above the Prime Rate resulting in an initial
rate of 12.500% per annum.
Interest Accrual Basis. Interest shall be computed on a 365/360 simple interest
basis; that is, by multiplying the ratio of the annual interest rate over a year
of 360 days, times the outstanding principal balance, times the actual number of
days the principal is outstanding.
Payments. The principal amount of this Credit shall be amortized over 60 months
and shall be payable in 59 equal monthly payments of $7,733.33. In addition to
such principal payments, accrued unpaid interest shall be due and payable on
each payment due date. These principal plus interest payments shall be payable
as follows: If the loan disbursement occurs on or before the 24th day of any
month, the first payment due date shall be the 15th day of the next month; if
the loan disbursement occurs after the 24th day of any month, the first payment
due date shall be the 15th day of the second month following the disbursement.
Payments shall be due on the same day of each month thereafter until maturity of
the Credit, which is the 15th day of the 60 month following the first payment
due date, at which time all the remaining unpaid principal, accrued interest and
any other amounts owed in connection with Credit shall become due and payable in
full.
Automatic Debit of Payments. Bank is authorized to automatically debit payments
and other amounts due and owing in connection with this Credit from Borrower's
Well Fargo Bank, N.A. account number 000000451028112. This authorization shall
remain in full force and effect until written revocation from the Borrower or
Account Holder has been received and processed by XXXXX FARGO BANK, N.A.
("Bank") at its business Lending office at Business Lending, 000 Xxxx Xxxxxx
Xxxxx XXX #X0000-000, Xxx Xxxx, XX 00000.
Disbursement Information. The estimated proceeds of the Credit shall be
disbursed as follows:
Collateral. Subject to the terms and conditions of the Disclosure, as security
for the obligations set forth in Section 2.1 of the Disclosure, THANKSGIVING
COFFEE COMPANY, INC., as Grantor, pledges and grants to Bank a first priority
security interest in the following property, whether existing or hereafter
arising, now owned or hereafter acquired, and wherever located, and all Proceeds
of the foregoing (including insurance):
Any property described in Exhibit(s)(if any) attached hereto and made part
hereof.
All accounts, inventory, equipment, instruments, general intangibles and
contract rights.
Fees. Borrower shall pay estimated fees as follows:
Loan Fee $2,500.00 From Account 000000451028112
Prepayment Terms. Borrower may principal of the Credit at any time, in any
amount, without penalty.
Additional Provisions. This document may be signed in any number of separate
copies, each of which shall be effective as an original, but all of which taken
together shall constitute a single document. An electronic transmission or
other facsimile of this Letter or any signed document shall be deemed an
original and shall be admissible as evidence of the document and the signer's
execution. The Agreement shall be governed by the laws of the state of
California and applicable Federal Law.
Purpose. The proceeds of the Credit shall be used primarily for business or
commercial purposes.
At the time the Agreement is signed and delivered to Bank, the persons signing
below, including without limitation the Borrower(s), any Grantor(s) and any
Guarantor(s), acknowledge receipt of the Agreement, including the Disclosure and
Related Documents, and accept all terms and conditions contained in them.
Unless a fully signed copy of this Letter and all Related Documents is received
by Bank within 30 days, this off to extend credit will expire. This offer is
transferable or assignable, and may be withdrawn or modified at any time prior
to Bank's receipt of the above fully signed documents.
This Letter, the Disclosure, and any Related Documents represent the final
agreement between the parties and may not be contradicted by evidence of prior,
contemporaneous, or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties relating to this Credit.
