1
EX 10.30
P.L.M. CONSULTING GROUP LLC
T & W FUNDING COMPANY VI LLC
BUSINESS LOAN AGREEMENT - PART A
PAGE 2
BORROWER ("YOU"): T & W FUNDING CO. VILLC
GUARANTORS: Xxxxxxx X. Price, Xxxxxx X. Xxxxx
The above guarantees are to be supported by their
assigned interest in T & W Funding Co. VILLC and T & W
Finance Corp IV.
LOAN AMOUNT: $15,000,000 Wholesale Lease Line of Credit.
LOAN PURPOSE: Proceeds to fund leases for non-consumer purposes.
INTEREST RATE: The rate of interest shall be fixed at the 30 day
BBAIRS LIBOR + 200 basis points. The rate will be
adjusted on the last banking day of each month; or
floating at the Seafirst Bank's publicly announced
Prime lending rate plus zero, changed on the day of
any Seafirst Bank prime lending rate change, whichever
is less. All interest will be calculated on a 360 day
basis.
REPAYMENT: Interest payments shall be paid monthly on the last day
of each month by automatic deduction from the borrowers
checking account. Principal reductions will be
necessary if the month-end borrowing certificate
evidences a collateral shortfall. The borrowing
certificate must be received no later than 10 days
after each month-end and any principal reductions are
due immediately upon receipt by the bank of the
borrowing certificate. (See Exhibit A for example of
the borrowing certificate.)
ADVANCE RATE: The advance rate shall be the aggregate total remaining
payment stream on each lease (not to include estimated
residuals) discounted at 8%. This total is to be
margined at 90%. Leases over 90 days delinquent are not
eligible for the borrowing base. Lease maturities are
not to exceed 60 months.
SECURITY: Advances on this line are to be secured by a first
position perfected security interest in the chattel
paper and underlying collateral supporting the advance.
We are to be shown as secured party's assignee on UCC
filings and legal owner on titled goods for all
underlying collateral supporting each advance.
Also, collateral securing other loans with Bank may
secure this loan.
ADMINISTRATION: Administration shall be according to Collateral Line,
Loan and Security Agreement dated November 22, 1996.
AVAILABILITY/EXPIRATION: This revolving facility is available for advances until
May 1, 1997. If, however, advances are made and/or new
promissory notes executed after this date, such
advances will extend and be subject to this commitment
until repaid in full, unless a written statement signed
by the Bank and Borrower provides otherwise, or a
subsequent mutually satisfactory loan agreement is
executed.
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P.L.M. CONSULTING GROUP LLC
T & W FUNDING COMPANY VI LLC
BUSINESS LOAN AGREEMENT - PART A
PAGE 3
OTHER TERMS AND CONDITIONS
FINANCIAL INFORMATION: You will provide us the following financial exhibits at
the following times:
Description Times
Independent CPA audited fiscal year-end financial Annually within 90 days of
statement with no exceptions to G.A.A.P. The fiscal year-end.
statement must include individual balance sheets
of all the related companies and include all
eliminating entries.
Internally prepared balance sheet and income Monthly within 30 days of
statement with no exceptions to G.A.A.P. The month-end.
statements must be a consolidation and include
all eliminating entries.
Internally prepared aging of receivables for Monthly within 30 days of
entire portfolio. month-end.
Personal financial statement of Xxxxxxx X. Annually
Price and Xxxxxxxxx X. Xxxxx.
Personal financial statement of Xxxxxx X. Annually
Price and Xxxxxxxx X. Price.
Personal financial statement of Xxxx X. Annually
Luke.
Personal financial statement of Xxxxxxx X. Annually
XxXxxxxx
Borrower shall have internal credit approval limits of $75,000.00 in aggregate
to any lessee or related lessees. All other transactions booked to Borrower's
portfolio are to be pre-approved by Bank prior to acquisition by Borrower.
These limits shall continue to be subject to Bank's sole discretion, and may be
rescinded at any time by Bank.
A report will be required with each advance request showing the new leases
assigned and the discounted and margined value. By the 10th of each month a
reconciling borrowing certificate must be provided showing all leases assigned,
the discounted and margined values of the payment streams and current note
balance. If there is a collateral deficit at this point, a note reduction would
have to be made. Leases over 90 days delinquent are ineligible for the
borrowing base.
Quarterly audits of the lease portfolio will be performed by the SFNB auditor.
FINANCIAL STANDARD: You agree to maintain the following:
Leverage as defined by the ratio of total liabilities to tangible net worth
shall not exceed 7.0:1.0. For calculation purposes, the following adjustments
will be made to the month end and year end consolidated balance sheet:
A Cash - Norwest Bank - Special Deleted
B Net Securitized Lease Receivables Deleted
C Securitized Residuals Add Back
D Net Discounted (non-recourse) Lease Receivables Deleted
E Discounted (non-recourse) Residual Add Back
F Net IDC Deleted
G Securitized Lease Payable Delete
H Discounted Lease Payable Delete
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P.L.M. CONSULTING GROUP LLC
T & W FUNDING COMPANY VI LLC
BUSINESS LOAN AGREEMENT - PART A
PAGE 4
Please acknowledge your approval and acceptance of the above conditions by
signing and returning the duplicate of the letter by December 1, 1996.
Otherwise, this offer will expire.
Sincerely,
/s/ XXXXXXX X. XXXX
---------------------
Xxxxxxx X. Xxxx
Vice President
WJP/sh
Approved and accepted this 22nd day of November, 1996.
P.L.M. CONSULTING GROUP LLC
By: /s/ XXXXXXX X. PRICE
-----------------------
Title: Member
-----------------------
T & W FUNDING CO. VI LLC
By: /s/ XXXXXXX X. PRICE
-----------------------
Title: Member
-----------------------
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[SEAFIRST LOGO]
BUSINESS LOAN AGREEMENT
PART B
1. PROMISSORY NOTE(S). All loans shall be evidenced by promissory notes in
a form and substance satisfactory to Bank.
2. CONDITIONS TO AVAILABILITY OF LOAN/LINE OF CREDIT. Before Bank is
obligated to disburse/make any advance, or at any time thereafter which
Bank deems necessary and appropriate, Bank must receive all of the
following, each of which must be in form and substance satisfactory to
Bank ("loan documents"):
2.1 Original, executed promissory note(s);
2.2 Original executed security agreement(s) and/or deed(s) of trust
covering the collateral described in Part A;
2.3 All collateral described in Part A in which Bank wishes to have
a possessory security interest;
2.4 Financing statement(s) executed by Borrower;
2.5 Such evidence that Bank may deem appropriate that the security
interests and liens in favor or Bank are valid, enforceable,
and prior to the rights and interests of others except those
consented to in writing by Bank;
2.6 The following guarantees in favor of the Bank: P.L.M. Consulting
Group LLC: Xxxxxxx X. Xxxxx, Xxxxxx We. Price, Xxxx X. Xxxx,
Xxxxxxx X. XxXxxxxx; T & W Funding Co. VI LLC: Xxxxxxx X. Xxxx,
Xxxxxx X. Xxxxx.
2.7 Evidence that the execution, delivery, and performance by
Borrower of this Agreement and the execution, delivery, and
performance by Borrower and any corporate guarantor or
corporate subordinating creditor of any instrument or agreement
required under this Agreement, as appropriate, have been duly
authorized;
2.8 Any other document which is deemed by the Bank to be required
from time to time to evidence loans or to effect the provisions
of this Agreement;
2.9 If requested by Bank, a written legal opinion expressed to
Bank, of counsel for Borrower as to the matters set forth in
sections 3.1 and 3.2, and to the best of such counsel's
knowledge after reasonable investigation, the matters set forth
in sections 3.3, 3.5, 3.6, 3.7, 3.8 and such other matters as
the Bank may reasonably request;
2.10 Pay or reimburse Bank for any out-of-pocket expenses expended
in making or administering the loans made hereunder including
without limitation attorney's fees (including allocated costs
of in-house counsel);
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T & W FINANCIAL CORPORATION
BUSINESS LOAN AGREEMENT - PART B
PAGE 2
3. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
Bank, except as Borrower has disclosed to Bank in writing, as of the
date of this Agreement and hereafter so long as credit granted under
this Agreement is available and until full and final payment of all
sums outstanding under this Agreement and promissory notes that:
3.1 Borrower is duly organized and existing under the laws of the
state of its organization as a:
A) P.L.M. Consulting Group LLC
B) T & W Funding Co. VI LLC
Borrower is properly licensed and in good standing in each state
in which Borrower is doing business and Borrower has qualified
under, and complied with, where required, the fictitious or
trade name statutes of each state in which Borrower is doing
business, and Borrower has obtained all necessary government
approvals for its business activities; the execution, delivery
and performance of this Agreement and such notes and other
instruments required herein are within Borrower's powers, have
been duly authorized, and, as to Borrower and any guarantor, are
not in conflict with the terms of any charter, bylaw, or other
organization papers of Borrower, and this Agreement, such notes
and the loan documents are valid and enforceable according to
their terms;
3.2 The execution, delivery, and performance of this Agreement, the
loan documents and any other instruments are not in conflict
with any law or any indenture, agreement or undertaking to which
Borrower is a party or by which Borrower is bound or affected;
3.3 Borrower has title to each of the properties and assets as
reflected in its financial statements (except such assets which
have been sold or otherwise disposed of in the ordinary course
of business); and no assets or revenues of the Borrower are
subject to any lien except as required or permitted by this
Agreement, disclosed in its financial statements or otherwise
previously disclosed to Bank in writing.
3.4 All financial information, statements as ownership of Borrower
and all other statements submitted by Borrower to Bank, whether
previously or in the future, are and will be true and correct in
all material respects upon submission and are and will be
complete upon submission insofar as may be necessary to give
Bank a true and accurate knowledge of the subject matter
thereof;
3.5 Borrower has filed all tax returns and reports as required by
law to be filed and has paid all taxes and assessments
applicable to Borrower or to its properties which are presently
due and payable, except those being contested in good faith;
3.6 There are no proceedings, litigation or claims (including
unpaid taxes) against Borrower pending or, to the knowledge of
the Borrower, threatened, before any court or government agency,
and no other event has occurred which may have a material
adverse effect on Borrower's financial condition;
3.7 There is no event which is, or with notice or lapse of time, or
both, would be, an Event of Default (as defined in Section 7)
under this Agreement;
3.8 Borrower has exercised due diligence in inspecting Borrower's
properties for hazardous wastes and hazardous substances. Except
as otherwise previously disclosed and acknowledged to Bank in
writing; (a) during the period of Borrower's ownership of
Borrower's properties, there has been no use, generation,
manufacture, storage, treatment, disposal, release or threatened
release of any hazardous waste or hazardous substance by any
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T & W FINANCIAL CORPORATION
BUSINESS LOAN AGREEMENT - PART B
PAGE 3
person in, on, under or about any of Borrower's properties: (b)
Borrower has no actual or constructive knowledge that there has
been any use, generation, manufacture, storage, treatment,
disposal, release or threatened release of any hazardous waste
or hazardous substance by any person in, on, under or about any
of Borrower's properties by any prior owner or occupant of any
of Borrower's properties; and (c) Borrower has no actual or
constructive notice of any actual or threatened litigation or
claims of any kind by any person relating to such matters. The
terms "hazardous waste(s)," "hazardous substance(s),"
"disposal," "release," and "threatened release" as used in this
Agreement shall have the same meanings as set forth in the
Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended, 42 U.S.C. Section 1601, et
seq., the Superfund Amendments and Reauthorization Act of 1986,
as amended, Pub. L. No. 99-499, the Hazardous Materials
Transportation Act, as amended, 49 U.S.C. Section 1801, et seq.,
the Resource Conservation and Recovery Act, as amended, 49
U.S.C. Section 6901, et seq., or other applicable state or
federal laws, rules or regulations adopted pursuant to any of
the foregoing.
3.9 Each chief place of business of Borrower, and the office or
offices where Borrower keeps its records concerning any of the
collateral, is located at 0000 Xxxxxxx Xxxxxxx Xxxx, Xxxxxx,
Xxxxxxxxxx 00000.
4. AFFIRMATIVE COVENANTS. So long as credit granted under this Agreement is
available and until full and final payment of all sums outstanding under
this Agreement and promissory note(s) Borrower will:
4.1 Maintain a tangible net worth of at least $9,550,000 not permit
Borrower's total indebtedness which is not subordinated in a
manner satisfactory to Bank to exceed seven Borrower's tangible
net worth. "Tangible net worth" means the excess of total assets
over total liabilities, excluding, however, from the
determination of total assets (a) all assets which should be
classified as intangible assets such as goodwill, patents,
trademarks, copyrights, franchises, and deferred charges
(including unamortized debt discount and research and
development costs), (b) treasury stock, (c) cash held in a
sinking or other similar fund established for the purpose of
redemption or other retirement of capital stock, (d) to the
extent not already deducted from total assets, reserves for
depreciation, depletion, obsolescence or amortization of
properties and other reserves or appropriations of retained
earnings which have been or should be established in connection
with the business conducted by the relevant corporation, and (e)
any revaluation or other write-up in book value of assets
subsequent to the fiscal year of such corporation last ended at
the date of this Agreement;
4.2 Promptly give written notice to Bank of: (a) all litigation and
claims made or threatened affecting Borrower where the amount is
$50,000 or more; (b) any substantial dispute which may exist
between Borrower and any governmental regulatory body or law
enforcement authority; (c) any Event of Default under this
Agreement or any other agreement with Bank or any other creditor
or any event which become an Event of Default; and (d) any other
matter which has resulted or might result in a material adverse
change in Borrower's financial condition or operations;
4.3 Borrower shall as soon as available, but in any event with 90
days following the end of each Borrower's fiscal years and
within 30 days following the end of each month provide to Bank,
in a form satisfactory to Bank (including audited statements if
required at any time by Bank), such financial statements and
other information respecting the financial condition and
operations of Borrower as Bank may reasonably request;
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T & W FINANCIAL CORPORATION
BUSINESS LOAN AGREEMENT - PART B
PAGE 4
4.4 Borrower will maintain in effect insurance with responsible insurance
companies in such amounts and against such risks as is customarily
maintained by persons engaged in businesses similar to that of
Borrower and all policies covering property given as security for the
loans shall have loss payable clauses in favor of Bank. Borrower
agrees to deliver to Bank such evidence of insurance as Bank may
reasonably require and, within thirty (30) days after notice from
Bank, to obtain such additional insurance with an insurer
satisfactory to the Bank;
4.5 Borrower will pay all indebtedness taxes and other obligations for
which the Borrower is liable or to which its income or property is
subject before they shall become delinquent, except any which is being
contested by the Borrower in good faith;
4.6 Borrower will continue to conduct its business as presently
constituted, and will maintain and preserve all rights, privileges and
franchises now enjoyed, conduct Borrower's business in an orderly,
efficient and customary manner, keep all Borrower's properties in good
working order and condition, and from time to time make all needed
repairs, renewals or replacements so that the efficiency of Borrower's
properties shall be fully maintained and preserved;
4.7 Borrower will maintain adequate books, accounts and records and
prepare all financial statements required hereunder in accordance with
generally accepted accounting principles and practices consistently
applied, and in compliance with the regulations of any governmental
regulatory body having jurisdiction over Borrower or Borrower's
business;
4.8 Borrower will permit representatives of Bank to examine and make
copies of the books and records of Borrower and to examine the
collateral of the Borrower at reasonable times;
4.9 Borrower will perform, on request of Bank, such acts as may be
necessary or advisable to perfect any lien or security interest
provided for herein or otherwise carry out the intent of this
Agreement;
4.10 Borrower will comply with all applicable federal, state and municipal
laws, ordinances, rules and regulations relating to its properties,
charters, businesses and operations, including compliance with all
minimum funding and other requirements related to any of Borrower's
employee benefit plans;
4.11 Borrower will permit representatives of Bank to enter onto Borrower's
properties to inspect and test Borrower's properties as Bank, in its
sole discretion, may deem appropriate to determine Borrower's
compliance with section 5.8 of this Agreement; provided however, that
any such inspections and tests shall be for Bank's sole benefit and
shall not be construed to create any responsibility or liability on
the part of Bank to Borrower or to any third party.
5. NEGATIVE COVENANTS. So long as credit granted under this Agreement is
available and until full and final payment of all sums outstanding under this
Agreement and promissory note(s):
5.1 Borrower will not, without the prior written consent of Bank, purchase
or lease under an agreement for acquisition incur any other
indebtedness for borrowed money, mortgage, assign, or otherwise
encumber any of Borrower's assets, nor sell, transfer or otherwise
hypothecate any such assets except in the ordinary course of business.
Borrower shall not guaranty, endorse, co-sign, or otherwise become
liable upon the obligations of others, except by the endorsement of
negotiable instruments for deposit or collection in the ordinary
course of business. For purposes of this paragraph, the sale or
assignment of accounts receivable, or the granting of security
interest therein, shall be deemed the incurring of indebtedness for
borrowed money;
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T&W FINANCIAL CORPORATION
BUSINESS LOAN AGREEMENT - PART B
PAGE 5
5.2 Borrower will not liquidate or dissolve or enter into any
consolidation, merger, pool, joint venture, syndicate or other
combination, or sell, lease, or dispose of Borrower's business assets
as a whole or such as in the opinion of Bank constitute a substantial
portion of Borrower's business or assets;
5.3 Borrower will not engage in any business activities or operations
substantially different from or unrelated to present business
activities or operations; and
5.4 Borrower, and Borrower's tenants, contractors, agents or other parties
authorized to use any of Borrower's properties, will not use,
generate, manufacture, store, treat, dispose of, or release any
hazardous substance or hazardous waste in, on, under or about any of
Borrower's properties, except as previously disclosed to Bank in
writing as provided in section 3.8; and any such activity shall be
conducted in compliance with all applicable federal, state and local
laws, regulations and ordinances, including without limitation those
described in section 3.8.
6. WAIVER, RELEASE AND INDEMNIFICATION. Borrower hereby: (a) releases and
waives any claims against Bank for indemnity or contribution in the event
Borrower becomes liable for cleanup or other costs under any of the
applicable federal, state or local laws, regulations or ordinances,
including without limitation those described in section 3.8, and (b)
agrees to indemnify and hold Bank harmless from and against any and all
claims, losses, liabilities, damages, penalties and expenses which Bank may
directly or indirectly sustain or suffer resulting from a breach of (i) any
of Borrower's representations and warranties with respect to hazardous
wastes and hazardous substances contained in section 3.8, or (ii) section
5.8. The provisions of this section 6 shall survive the full and final
payment of all sums outstanding under this Agreement and promissory notes
and shall not be affected by Bank's acquisition of any interest in any of
the Borrower's properties, whether by foreclosure or otherwise.
7. EVENTS OF DEFAULT. The occurrence of any of the following events ("Events
of Default") shall terminate any and all obligations on the part of Bank to
make or continue the loan and/or line of credit and, at the option of Bank,
shall make all sums of interest and principal outstanding under the loan
and/or line of credit immediately due and payable, without notice of
default, presentment or demand for payment, protest or notice of non
payment or dishonor, or other notices or demands of any kind or character,
all of which are waived by Borrower, and Bank may proceed with collection
of such obligations and enforcement and realization upon all security which
it may hold and to the enforcement of all rights hereunder or at law:
7.1 The Borrower shall fail to pay when due any amount payable by it
hereunder on any loans or notes executed in connection herewith;
7.2 Borrower shall fail to comply with the provisions of any other
covenant, obligation or term of this Agreement for a period of fifteen
(15) days after the earlier of written notice thereof shall have been
given to the Borrower by Bank or Borrower or any Guarantor has
knowledge of an Event of Default or an event that can become an Event
of Default;
7.3 Borrower shall fail to pay when due any other obligation for borrowed
money, or to perform any term or covenant on its part to be performed
under any agreement relating to such obligation or any such other debt
shall be declared to be due and payable and such failure shall
continue after the applicable grace period;
7.4 Any representation or warranty made by Borrower in this Agreement or
in any other statement to Bank shall prove to have been false or
misleading in any material respect when made;
Revised 3/96
9
7.5 Borrower makes an assignment for the benefit of creditors, files
a petition in bankruptcy, is adjudicated insolvent or bankrupt,
petitions to any court for a receiver or trustee for Borrower or
any substantial part of its property, commences any proceeding
relating to the arrangement, readjustment, reorganization or
liquidation under any bankruptcy or similar laws, or if there is
commenced against Borrower any such proceedings which remain
undismissed for a period of thirty (30) days or, if Borrower by
any act indicates its consent or acquiescence in any such
proceeding or the appointment of any such trustee or receiver;
7.6 Any judgment attaches against Borrower or any of its properties
for an amount in excess of $50,000 which remains unpaid,
unstayed on appeal, unbonded, or undismissed for a period of
thirty (30) days;
7.7 Loss of any required government approvals, and/or any
governmental regulatory authority makes or institutes action
which, in the opinion of Bank, will adversely affect Borrower's
condition, operations or ability to repay the loan and/or line
of credit;
7.8 Failure of Bank to have a legal, valid and binding first lien
on, or a valid and enforceable prior perfected security interest
in, any property covered by any deed of trust or security
agreement required under this Agreement;
7.9 Borrower dies, becomes incompetent, or ceases to exist as a
going concern;
7.10 Occurrence of an extraordinary situation which gives Bank
reasonable grounds to believe that Borrower may not, or will be
unable to, perform its obligations under this or any other
agreement between Bank and Borrower; or
7.11 Any of the preceding events occur with respect to any guarantor
of credit under this Agreement, or such guarantor dies or
becomes incompetent, unless the obligations arising under the
guaranty and related agreements have been unconditionally
assumed by the guarantor's estate in a manner satisfactory to
Bank.
8. SUCCESSORS; WAIVERS. Notwithstanding the Events of Default above, this
Agreement shall be binding upon and inure to the benefit of Borrower and
Bank, their respective successors and assigns, except that Borrower may
not assign its rights hereunder. No consent or waiver under this
Agreement shall be effective unless in writing and signed by the Bank
and shall not waive or affect any other default, whether prior or
subsequent thereto, and whether of the same or different type. No delay
or omission on the part of the Bank in exercising any right shall
operate as a waiver of such right or any other right.
9. ARBITRATION
9.1 At the request of either Bank or Borrower any controversy or
claim between the bank and Borrower, arising from or relating to
this Agreement or any Loan Document executed in connection with
this Agreement or arising from any alleged tort shall be settled
by arbitration in King County Washington. The United States
Arbitration Act will apply to the arbitration proceedings which
will be administered by the American Arbitration Association
under its commercial rules of arbitration except that unless the
amount of the claim(s) being arbitrated exceeds $5,000,000 there
shall be only one arbitrator. Any controversy over whether an
issue is arbitrable shall be determined by the arbitrator(s).
Judgement upon the arbitration award may be entered in any court
having jurisdiction. The institution and maintenance of any
action for judicial relief or pursuit of a provisional or
ancillary remedy shall not constitute a waiver of the right of
either party, including plaintiff, to submit the controversy or
claim to arbitration if such action for judicial relief is
contested.
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T & W FINANCIAL CORPORATION
BUSINESS LOAN AGREEMENT - PART B
PAGE 7
For purposes of the application of the statute of limitations the
filing of an arbitration as provided herein is the equivalent of
filing a lawsuit and the arbitrator(s) will have the authority to
decide whether any claim or controversy is barred by the statute of
limitations, and if so, to dismiss the arbitration on that basis. The
parties consent to the joinder in the arbitration proceedings of any
guarantor, hypothecator or other party having an interest related to
the claim or controversy being arbitrated.
9.2 Notwithstanding the provisions of Section 9.1, no controversy or claim
shall be submitted to arbitration without the consent of all parties
if at the time of the proposed submission, such controversy or claim
arises from or relates to an obligation secured by real property;
9.3 No provision of this Section 9 shall limit the right of the Borrower
or the Bank to exercise self-help remedies such as setoff, foreclosure
or sale of any collateral, or obtaining any ancillary provisional or
interim remedies from a court of competent jurisdiction before, after
or during the pendency of any arbitration proceeding. The exercise of
any such remedy does not waive the right of either party to request
arbitration. At Bank's option foreclosure under any deed of trust may
be accomplished by exercise of the power of sale under the deed of
trust or judicial foreclosure as a mortgage.
10. COLLECTION ACTIVITIES, LAWSUITS AND GOVERNING LAW. Borrower agrees to pay
Bank all costs and expenses (including reasonable attorney's fees and the
allocated cost for in-house legal services incurred by Bank), to enforce
this Agreement, any notes or any Loan Documents pursuant to this Agreement,
whether or not suit is instituted. If suit is instituted by Bank to enforce
this Agreement or any of these documents, Borrower consents to the personal
jurisdiction of the Courts of the State of Washington and Federal Courts
located in the State of Washington. Borrower further consents to the venue
of this suit, being laid in King County, Washington. This Agreement shall
be construed in accordance with the laws of the State of Washington.
11. ADDITIONAL PROVISIONS. Borrower agrees to the additional provisions set
forth immediately following this Section 11 or any "Exhibit --" attached to
and hereby incorporated into Agreement. This Agreement supersedes all oral
negotiations or agreements between Bank and Borrower with respect to the
subject matter hereof and constitutes the entire understanding and
Agreement of the matters set forth in this Agreement.
11.1 If any provision of this Agreement is held to be invalid or
unenforceable, then (a) such provision shall be deemed modified if
possible, or if not possible, such provision shall be deemed stricken,
and (b) all other provisions shall remain in full force and effect.
11.2 If the imposition of or any change in any law, rule, or regulation
guideline or the interpretation or application of any thereof by any
court of administrative or governmental authority (including any
request or policy whether or not having the force of law) shall impose
or modify and taxes (except U.S. federal, state or local income or
franchise taxes imposed on Bank), reserve requirements, capital
adequacy requirements or other obligations which would: (a) increase
the cost to Bank for extending or maintaining any loans and/or line of
credit to which this Agreement relates, (b) reduce the amounts payable
to Bank under this Agreement, such notes and other instruments, or (c)
reduce the rate of return on Bank's capital as a consequence of Bank's
obligations with respect to any loan and/or line of credit to which
this Agreement relates, then Borrower agrees to pay Bank such
additional amounts as will compensate Bank therefor, within five (5)
days after Bank's written demand for such payment, which demand shall
be accompanied by an explanation of such imposition or charge and a
calculation in reasonable detail of the additional amounts payable by
Borrower, which explanation and calculations shall be conclusive,
absent manifest error.
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T & W FINANCIAL CORPORATION
BUSINESS AGREEMENT - PART B
PAGE 8
11.3 Bank may sell participations in or assign this loan in whole or
in part without notice to Borrower and Bank may provide
information regarding the Borrower and this Agreement to any
prospective participant or assignee. If a participation is sold
or the loan is assigned the purchaser will have the right of set
off against the Borrower and may enforce its interest in the
Loan irrespective of any claims or defenses the Borrower may
have against the Bank.
12. Notices. Any notices shall be given in writing to the opposite party's
signature below or as that party may otherwise specify in writing.
13. 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.
This Business Loan Agreement (Parts A and B) executed by the parties on
November 22, 1996. Borrower acknowledges having read all of the provisions of
this Agreement and Borrower agrees to it terms.
SEAFIRST BANK
Metropolitan Wholesale Banking Team 5
By: /s/ XXXXXXX X. XXXX
-------------------------------
Xxxxxxx X. Xxxx, Vice President
Address: 0000 Xxxxxx Xxxxxx, 0xx Xxxxx Phone: (000) 000-0000
Xxxxxxx, Xxxxxxxxxx 00000 Fax: (000) 000-0000
P.L.M. CONSULTING GROUP LLC
By: /s/ XXXXXXX X. PRICE By: [SIG]
------------------------------- -----------------------------
Title: MEMBER Title: MEMBER
---------------------------- --------------------------
Address: 0000 Xxxxxxx Xxxxxxx Xxxx Phone: (000) 000-0000
Xxxxxx, Xxxxxxxxxx 00000 Fax: (000) 000-0000
T & W FUNDING CO. VI LLC
By: /s/ XXXXXXX X. PRICE By: [SIG]
------------------------------- -----------------------------
Title: MEMBER Title: MEMBER
---------------------------- --------------------------
Address: 0000 Xxxxxxx Xxxxxxx Xxxx Phone: (000) 000-0000
Xxxxxx, Xxxxxxxxxx 00000 Fax: (000) 000-0000
