EXHIBIT 10.5
BUSINESS Wisconsin Bankers Association 1995 Page 1 of 6
ACCT: 455 NOTE: 27247 Boxes not checked are inapplicable.
REVOLVING CREDIT AGREEMENT
(Business Loans)
THE CHROMALINE CORPORATION
(Name of Customer)
The above named customer ("Customer", whether one or more) agrees with M&I
BANK ("Lender") as follows:
1. REVOLVING LOANS. Customer requests that Lender lend to Customer from time to
time such amounts as Customer may request in accordance with this Agreement (the
"Loans"), and, subject to the terms of this Agreement, Xxxxxx agrees to lend
such amounts up to the aggregate principal amount of $1,250,000.00 at any
time outstanding (the "Credit Limit"). Within the Credit Limit, Customer may
borrow, repay and reborrow under this Agreement. Xxxxxx is not obligated to but
may make Loans in excess of the Credit Limit, and in any event Customer is
liable for and agrees to pay all Loans.
2. BORROWING BASE. The aggregate amount of all Loans at any time outstanding
under this Agreement shall never exceed the lesser of the Credit Limit or the
Borrowing Base described on Exhibit A.
3. CONDITIONS FOR LOANS. Xxxxxx's obligation to make the initial Loan is
subject to satisfaction of the following conditions:
(a) X Lender shall have received the following security documents and
the additional security documents described on Exhibit B, if any (the
"Security Documents"), all accompanied by the appropriate financing
statements:
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(b) Xxxxxx shall have received copies:
X certified by the Secretary of Customer of the articles of incorporation
and bylaws of Customer, and resolutions of the Board of Directors
authorizing the issuance, execution and delivery of this Agreement and the
Security Documents, if any;
certified by a general partner of Customer of the partnership agreement
of Xxxxxxxx, and an authorization signed by all of the general partners of
Customer authorizing the issuance, execution and delivery of this Agreement
and the Security Documents, if any;
certified by a member or manager of Customer, as appropriate, of the
articles of organization and operating agreement of Customer, and an
authorization signed by a member or manager of Customer, as appropriate,
authorizing the issuance, execution and delivery of this Agreement and the
Security Documents, if any;
and a certification of the names and addresses of the representatives of
Customer authorized to sign this Agreement and the Security Documents, if any,
and request Loans under this Agreement, together with true signatures of such
representatives.
(c) Xxxxxx shall have received an affidavit of sole ownership executed
by the sole proprietor.
(d) Xxxxxx shall have received from counsel for Customer a favorable
opinion satisfactory to Lender covering the matters described in
sections 5(c) and 5(d) or 5(e) as applicable, and 5(h) of this
Agreement and such other matters as Lender may reasonably request.
(e) Lender shall have received a guaranty of payment of the Loans duly
executed by
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on WBA form
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(f) All proceedings taken by Customer in connection with the Loans, the
Security Documents and other documents provided to Lender shall be
satisfactory to Lender and Lender shall have received copies of all
documents reasonably required by it.
4. LOAN PROCEDURES. Customer may obtain Loans under this Agreement as
provided in (a), (b) or (c) below.
(a) X Customer shall give Lender at least ___________ business days' prior
notice or TELEPHONIC NOTICE FOLLOWED BY NEXT BUSINESS DAY WRITTEN CONFIRMATION
of any Loan requested under this Agreement, specifying the date and amount of
the Loan. Lender will make the Loan available to Customer X by crediting the
amount of the Loan to Customer's account (acct. no. 0000000) with lender or
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Each Loan which is less than the full amount available to Customer under this
Agreement shall be in an amount not less than $ 1000.00.
(b) Lender will credit Customer's account (acct. no,__________) with
Lender whenever the ledger balance in the account is less than $_________ on
any banking day (the "Target Amount"), far whatever reason. The Loan will be
in an amount within the Credit Limit and Borrowing Base sufficient to
increase the balance to the Target Amount. Lender may decline to make any
Loan and may refuse to pay any check drawn on the account if the amount
available to Customer under this Agreement would not be sufficient to
increase the balance in the account to the Target Amount.
(c)
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Xxxxxx's obligation to make each Loan (including the initial Loan) is
subject to the further condition that Lender shall have received a certificate
signed by Customer, dated the date of the Loan request and stating that the
representations and warranties in section 5 are true and correct as of the date
of the request and that no event of default has occurred and is continuing or
would result from such Loan.
5. REPRESENTATIONS. Customer represents and warrants to Lender that on the
date of each Loan:
(a) No part of any Loan will be used for personal, family, household or
agricultural purposes.
(b) Customer will not use any part of the proceeds of Loans to purchase any
margin stock within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System.
(c) The execution and delivery of this Agreement and the Security Documents, and
the performance by Customer of its obligations under this Agreement and the
Security Documents, are within its power, have been duly authorized by proper
action on the part of Customer, are not in violation of any existing law, rule
or regulation, any order or decision of any court, the articles of
incorporation, bylaws, articles of organization, operation agreement,
partnership agreement or other governing documents of Customer, as applicable,
or the terms of any agreement or restriction to which Customer is a party or by
which it is bound, and do not require the approval or consent of any person or
entity. This Agreement and the Security Documents, when executed and delivered,
will constitute the valid and binding obligations of Customer enforceable in
accordance with !heir terms.
(d) Customer is a corporation validly existing and in good standing under the
laws of the State of MINNESOTA and is duly qualified to do business and is in
good standing in every jurisdiction in which the nature of its business or its
ownership of properties requires such qualification.
(e) Customer is a ______________ (general or limited) partnership legally
organized and validly existing under the laws of the State of:________________.
(f) Customer is a limited liability company validly existing and in good
standing under the laws of the State of _______________ and is duly qualified to
do business and is in good standing in every jurisdiction in which the nature of
its business or its ownership of property requires such qualification.
(g) All financial statements of Customer furnished to Lender were prepared in
accordance with generally accepted principles of accounting consistently applied
throughout the periods involved and are correct and complete as of their dates.
(h) (i) There is no substance which has been, is or will be present, used,
stored, deposited, treated, recycled or disposed of on, under, in or about any
real estate now or at any time owned or occupied by Customer ("Property") during
the period of Customer's ownership or use of the Property in a form, quantity or
manner which if known to be present on, under, in or about the Property would
require clean-up, removal or some other remedial action ("Hazardous Substance")
under any federal, state or local laws, regulations, ordinances, codes or rules
("Environmental Laws"); (ii) Customer has no knowledge, after due inquiry, of
any prior use or existence of any Hazardous Substance on the Property by any
prior owner of or person using the Property; (iii) without limiting the
generality of the foregoing, Customer has no knowledge, after due inquiry, that
the Property contains asbestos, polychlorinated biphenyl (PCBs) or underground
storage tanks; (iv) there are no conditions existing currently or likely to
exist during the term of this Agreement which would subject Customer to any
damages, penalties, injunctive relief or clean-up costs in any governmental or
regulatory action or third-party claim relating to any Hazardous Substance; (v)
Customer is not subject to any court or administrative proceeding, judgment,
decree, order or citation relating to any Hazardous Substance; and (vi) Customer
in the past has been, at the present is, and in the future will remain in
compliance with all Environmental Laws. Customer shall indemnify and hold
harmless Lender, its directors, officers, employees and agents from all loss,
cost (including reasonable attorneys' fees and legal expenses), liability and
damage whatsoever directly or indirectly resulting from, arising out of, or
based upon (1) the presence, use, storage, deposit, treatment, recycling or
disposal, at any time, of any Hazardous Substance described above on, under, in
or about the Property, or the transportation of any Hazardous Substance to or
from the Property, (2) the violation or alleged violation of any Environmental
Law, permit, judgment or license relating to the presence, use, storage,
deposit, treatment, recycling or disposal of any Hazardous Substance on, under,
in or about the Property, or the transportation of any Hazardous Substance to or
from the Property, (3) the imposition of any governmental lien for the recovery
of environmental cleanup costs expended under any Environmental Law, or (4)
breach of this representation or warranty. Customer shall immediately notify
Lender in writing of any governmental or regulatory action or third-party claim
instituted or threatened in connection with any Hazardous Substance on, in,
under or about the Property.
(i) There is no litigation or administrative proceeding pending or, to the
knowledge of Customer, threatened against Customer which might result in any
material adverse change in the business or condition of Customer.
Credit Agreement Cent. ACCT:455 NOTE: 27247
6. FEES. Customer agrees to pay the following nonrefundable fees as a
condition of access to credit under this Agreement:
(a) Commitment fee in the amount of $_____________.
(b) Commitment fee in an amount equal to ______% per year of the average
daily unused portion of the Credit Limit from the date of this Agreement
until the Termination Date specified in section 15, payable at the times
interest is payable under section 9 on the day of each
(c)
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7. CAPITAL ADEQUACY. If Lender shall determine that any existing or future law,
rule, regulation, directive, interpretation, treaty or guideline regarding
capital adequacy (whether or not having the force of law) increases or would
increase, from that required on the date of !his Agreement, the amount of
capital required or expected to be maintained by the Lender, or any corporation
controlling Lender, and if such increase is based upon the existence of Lender's
obligations under this Agreement and other commitments of this type, then from
time to time, within ten days after demand from Lender, the Customer shall pay
to Lender such amount or amounts as will compensate Lender for expenses or costs
required to meet such increased capital requirement. For purposes of calculating
the amount of compensation required, Lender, or any corporation controlling
Lender, may conclusively be deemed to have maintained the minimum amount of
capital required on the date of this Agreement, and may base such compensation
on the assumption that Lender (or such corporation) will need to increase its
capital from such minimum amount to the new required amount. The determination
of any amount to be paid by Customer under this section shall take into
consideration policies of Lender, or any corporation controlling Lender, with
respect to capital adequacy and shall be based upon any
reasonable method of attribution. A certificate of Lender setting forth such
amount or amounts as shall be necessary to compensate Lender as specified in
this section shall be delivered to Customer and shall be conclusive absent
manifest error.
8. INTEREST RATE AND OTHER CHARGES. Customer agrees to pay interest to Xxxxxx on
the unpaid principal balance outstanding from time to time under this Agreement
[Check (a) or (b); only one shall apply.]:
(a) At the rate of______________% per year.
(b) X At a rate per year equal to 2.25 percentage points over the 30 DAY
LIBOR ("Index Rate"). The Index Rate may or may not be the lowest rate
charged by Xxxxxx. Any change in the interest rate resulting from a change in
the Index Rate shall become effective without notice to Customer as of the
day on which such change in the Index Rate becomes effective. A change in the
interest rate will apply both to the outstanding principal balance and to new
Loans. If the Index Rate ceases to be made available to Lender during the
term of this Agreement, Lender may substitute a comparable index. INITIAL
NOTE RATE IS 8.188%
Interest under (a) or (b) is computed on the basis of the actual number of
days the principal balance s unpaid based upon a year of 360 days, 365 days.
If any payment (other than the final payment) is not made on or before the
*** day after its due date, Lender may collect a delinquency charge of ***%
of the unpaid amount. Unpaid principal and interest bear interest after
maturity (whether by acceleration or lapse time) until paid at the rate which
would otherwise be applicable plus 4 percentage points of___% per year,
computed on the same basis.
9. PAYMENT SCHEDULE. Customer agrees to pay to Lender the unpaid principal
balance and interest as follows: [Check (a), (b), (c) or (d); only one shall
apply.]
(a) In one payment on the Termination Date specified in section 15.
(b) X In payments of interest, beginning 05/31/1999, and on the same day of
each CONSECUTIVE month thereafter, plus a final payment of unpaid principal and
interest due on the Termination Date specified in section 15.
(c) In installments each equal to _________% of the unpaid principal
balance, plus interest, beginning ___________ and on the same day of each
______ month thereafter, plus a final payment of unpaid principal and interest
due on the Termination Date specified in section 15.
(d)
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In addition, Customer shall immediately pay any amount by which the Loans exceed
the Credit Limit or the Borrowing Base established under section 2, if any, and
any prior unpaid payments. Lender is authorized to automatically charge payments
due under this Agreement to any account of Customer with Lender. if payments are
not automatically charged to Customer's account, payments must be made to the
Lender at its address shown above and are not credited until received in
Xxxxxx's office. Lender is authorized to make book entries evidencing Loans and
payments under this Agreement and the aggregate unpaid amount of all Loans as
evidenced by those entries is presumptive evidence that those amounts are
outstanding and unpaid to Lender.
*** See late charge clause on page 6
10. COVENANTS. Customer shall, so long as any amounts remain unpaid, or Lender
has any commitment to make Loans under this Agreement:
(a) Furnish to Lender, as soon as available, such financial information
respecting Customer as Lender from time to time requests, and without request
furnish to Lender:
(i) Within 120 days after the end of each fiscal year of Customer a balance
sheet of Customer as of the close of such fiscal year and related statements of
income and retained earnings and cash flow for such year all in reasonable
detail and satisfactory in scope to Lender, prepared in accordance with
generally accepted principles of accounting applied on a consistent basis,
certified by an independent certified public accountant acceptable to Lender
the chief financial representative of Customer, and
(ii) Within 30 days after the end of each THIRD month a balance sheet of
Customer as of the end of such month and related statements of income and
retained earnings and cash flow for the period from the beginning of the
fiscal year to the end of such month, prepared in accordance with generally
accepted principles of accounting applied on a consistent basis, certified,
subject to normal year-end adjustments, by an officer or partner of Customer.
(b) Keep complete and accurate books of records and accounts and permit any
representatives of Lender to examine and copy any of the books and to visit and
inspect any of Customer's tangible or intangible properties as often as desired.
(c) Maintain insurance coverage in the forms (together with any lender's loss
payee clause requested by Lender), amounts and with companies which would be
carried by prudent management in connection with businesses engaged in similar
activities in similar geographic areas. Without limiting this section or the
requirements of any Security Document, Customer will [i] keep all its physical
property insured against fire and extended coverage risks in amounts and with
deductibles at least equal to those generally maintained by businesses engaged
in similar activities in similar geographic areas, [ii] maintain all such
workers' compensation and similar insurance as may be required by law and [iii]
maintain, in amounts and with deductibles at least equal to those generally
maintained by businesses engaged in similar activities in similar geographic
areas, general public liability insurance against claims for bodily injury,
death or property damage occurring on, in or about the properties of Customer,
business interruption insurance and product liability insurance.
(d) Pay and discharge all lawful taxes, assessments and governmental charges
upon Customer or against its properties prior to the date on which penalties
attach, unless and to the extent only that such taxes, assessments and charges
are contested in good faith and by appropriate process by Customer.
(e) Do all things necessary to maintain its existence, to preserve and keep in
full force and effect its rights and franchises necessary to continue its
business and comply with all applicable laws, regulations and ordinances.
(f) Timely perform and observe the following financial covenants, all
calculated in accordance with generally accepted principles of accounting
applied on a consistent basis:
(i) Maintain at all times an excess of current assets over current
liabilities of not less than $________________________________
(ii) Maintain at all times a tangible net worth of not less than
$_____________________________________________________________
(iii) Not make any expenditures for fixed or capital assets which would
cause the aggregate of all such expenditures to exceed
$_____________ during any fiscal year.
(iv) Maintain at all times a ratio of current assets to current
liabilities of not less than _________________________ to one.
(v) Maintain at all times a ratio of total liabilities to tangible
net worth of not greater than ___________________ to one.
(vi)
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(g) Furnish to Lender the Borrowing Base Certificates required under Exhibit A,
if any.
(h) Not create or permit to exist any lien or encumbrance with respect to
Customer's properties, except liens in favor of Lender, liens for taxes if they
are being contested in good faith by appropriate proceedings and for which
appropriate reserves are maintained, liens or encumbrances permitted under any
Security Document and
(if left blank, to other permitted liens or encumbrances)
(i) Not take any action or permit any event to occur which materially impairs
Customer's ability to make payments under this Agreement when due. Such events
include, without limitation, the fact that Customer, Customer's spouse or any
surety for Customer's obligations under this Agreement ceases to exist, dies,
changes marital status or domicile or becomes insolvent or the subject of
bankruptcy or insolvency proceedings.
(j) Timely perform all duties and responsibilities imposed on Customer under
Section 5(h).
(k) Unless otherwise consented to in writing by Xxxxxx, timely perform and
observe all additional covenants described on Exhibit C.
11. SECURITY INTEREST. This Agreement is secured by all existing and future
security agreements, assignments and mortgages from Customer to Lender, from any
guarantor of this Agreement to Lender, and from any other person to Lender
providing collateral security for Customer's obligations, and payment of the
Loans may be accelerated according to any of them. However, if Customer is a
natural person, and unless checked here Lender disclaims as security for this
Agreement any existing or future first lien mortgage or equivalent security
interest Lender may have on a 1-4 family dwelling used as Customer's principal
place of residence. Unless a lien would be prohibited by law or would render a
nontaxable account taxable, Customer also grants to Lender a security interest
and lien in any deposit account Customer may at any time have with Lender.
Lender may at any time after the occurrence of an event of default set-off any
amount unpaid under this Agreement against any deposit balances or other money
now or hereafter owed to Customer by Lender.
12. DEFAULT AND ACCELERATION. Upon the occurrence of any one or more of the
following events of default: (a) Customer fails to pay any amount when due under
this Agreement or under any other instrument evidencing any indebtedness of
Customer, (b) any representation or warranty made under this Agreement or
information provided by Customer in connection with this Agreement is or was
false or fraudulent in any material respect, (c) a material adverse change
occurs in Customer's financial condition, (d) Customer fails to timely observe
or perform any of the covenants or duties contained in this Agreement, (a) any
guaranty of Customer's obligations under this Agreement is revoked or becomes
unenforceable far any reason or any such guarantor dies or ceases to exist, or
(f) an event of default occurs under any Security Document;
then, at Xxxxxx's option, and upon written or verbal notice to Customer,
Xxxxxx's obligation to make Loans under this Agreement shall terminate and the
total unpaid balance shall become immediately due and payable without
presentment, demand, protest, or further notice of any kind. all of which are
hereby expressly waived by Customer. Lender's obligation to make loans under
this Agreement shall automatically terminate and the total unpaid balance shall
automatically become due and payable in the event Customer becomes the subject
of bankruptcy or other insolvency proceedings. Lender may waive any default
without waiving any other subsequent or prior default. Customer agrees to pay
Xxxxxx's costs of administration of this Agreement. Customer also agrees to pay
all costs of collection before and after judgment, including reasonable
attorneys' fees (including those incurred in successful defense or settlement of
any counterclaim brought by Customer or incident to any action or proceeding
involving Customer brought pursuant to the United States Bankruptcy Code).
13. INDEMNIFICATION. Customer agrees to defend, indemnify and hold harmless
Lender, its directors, officers, employees and agents, from and against any and
all loss, cost, expense, damage or liability (including reasonable attorneys'
fees) incurred in connection with any claim, counterclaim or proceeding brought
as a result of, arising out of or relating to any transaction financed or to be
financed, in whole or in part, directly or indirectly, with the proceeds of any
Loan or the entering into and performance of this Agreement or any document or
instrument relating to this Agreement by Lender or the activities of Customer.
This indemnity will survive termination of this Agreement, the repayment of all
Loans and the discharge and release of any Security Documents.
14. VENUE. To the extent not prohibited by law, venue for any legal proceeding
relating to enforcement of this Agreement shall be, at Lender's option, the
county in which Lender has its principal office in this state, the county in
which Customer resides, or the county in which this agreement was executed by
Customer.
15. TERMINATION. Unless sooner terminated under section 12, Customer's right to
obtain Loans and lender's obligation to extend credit under this Agreement shall
terminate on April 30, 2000 (the "Termination Date"). Customer may terminate
Customer's right to obtain Loans under this Agreement at any time and for any
reason by written notice to the lender. Such notice of termination signed by a
Customer shall be binding on each Customer who signs this Agreement.
Termination, for whatever reason, does not affect Xxxxxx's rights, powers and
privileges, nor Customer's duties and liabilities, with regard to the then
existing balance under this Agreement.
16. AMENDMENT. No amendment, modification, termination or waiver of any
provision of this Agreement shall in any event be effective unless it is in
writing and signed by Xxxxxx, and then such waiver or consent shall
be effective only in the specific instance and for the specific purposes
for which given.
17. ENTIRE AGREEMENT. This Agreement, including the Exhibits attached or
referring to it, and the Security Documents, are intended by Customer and Lender
as a final expression of their Agreement and as a complete and exclusive
statement of its terms, there being no conditions to the full effectiveness of
this Agreement except as set forth in this Agreement and the Security Documents.
18. NO WAIVER; REMEDIES. No failure on the part of Lender to exercise, and no
delay in exercising, any right, power or remedy under this Agreement shall
operate as a waiver of such right, power or remedy; nor shall any single or
partial exercise of any right under this Agreement preclude any other or further
exercise of the right or the exercise of any other right. The remedies provided
in this Agreement are cumulative and not exclusive of any remedies provided by
law.
19. MORE THAN ONE CUSTOMER. If more than one person signs this Agreement as
Customer, Lender may at its option and without notice refuse any request for a
Loan upon notice from any of the undersigned. Any of the undersigned Customers
may request Loans under this Agreement. Each of the undersigned Customers is
jointly and severally liable for all Loans and other obligations under this
Agreement.
20. NOTICE. Except as otherwise provided in this Agreement, all notices
required or provided for under this Agreement shall be in writing and mailed,
sent or delivered, if to Customer, at any Customer's last known address as shown
on the records of Lender, and if to Lender, at its address shown below, or, as
to each party, at such other address as shall be designated by such party in a
written notice to the other party. All such notices shall be deemed duly given
when delivered by hand or courier, or three business days after being deposited
in the mail (including any private mail service), postage prepaid, provided that
notice to Lender pursuant to section 15 shall not be effective until received by
Lender.
21. ADDRESS. Customer's address is shown below. Customer shall immediately
notify Lender in writing of any change of address.
22. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to
the benefit of Xxxxxx and Customer and their respective heirs, personal
representative, successors and assigns except that Customer may not assign or
transfer any of Customer's rights under this Agreement without the prior written
consent of Lender.
23. INTERPRETATION. The validity, construction and enforcement of this Agreement
are governed by the internal laws of Wisconsin. Invalidity of any provision of
this Agreement shall not effect the validity of any other provisions of this
Agreement.
24. OTHER PROVISIONS. (If none stated, there are no other provisions.)
Dated as of April 30, 1999
M&I BANK (SEAL) THE CHROMALINE CORPORATION (SEAL)
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(Name of Lender) (Name of Customer)
By Xxxx Fedora XXXXXXX X. XXXXX
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VICE PRESIDENT (SEC/TREAS)
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1425 TOWER AVENUE 0000 XXXXX XXX
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SUPERIOR, WI 54880 DULUTH MN 55807
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(Address) (Address)
LATE CHARGE
If any payment is not paid on or before the 20th day after it is due, late
payment charge of 2/10 of 1% of the note on the 20th day will be charged, but in
no event shall such charge be less than $1. Any payment received after the 20th
day after its due date shall be applied first to the late charge, then to
interest, and the remainder, if any, to the outstanding principal balance of the
note.
ACCOUNT NUMBER: 455
NOTE NUMBER: 27247
JN
EXHIBIT B
TO
REVOLVING CREDIT AGREEMENT (WBA 448R)
DATED APRIL 30, 1999
SECURITY DOCUMENTS (SECTION 3 (a))
General Business Security Agreement.
X Selective Business Security Agreement covering INVENTORY AND ACCOUNTS
RECEIVABLE
Chattel Security Agreement covering________________________________________
_______________________________________________________________________________
Collateral Pledge Agreement together with
Certificates representing ___________ shares of the voting common
stock of_______________________________ endorsed in blank or accompanied
by signed stock powers.
Other (specify)________________________________________________________
Agreement to Deliver_______________________________________________________
_______________________________________________________________________________
Mortgage an real estate located at_________________________________________
_______________________________________________________________________________
Real Estate Security Agreement on real estate located at___________________
_______________________________________________________________________________
Fixtures Disclaimer(s) by__________________________________________________
_______________________________________________________________________________
Assignment of life insurance policy in the amount of $________ on life of
______________________________ by___________________________________________
MVD-1 forms covering_________________________________ accompanied by
appropriate title certificates.
Debt Subordination Agreement by_____________________________________________
_______________________________________________________________________________
Real Estate Mortgage Subordination Agreement by_____________________________
_______________________________________________________________________________
V Security Interest Subordination Agreement by________________________________
_______________________________________________________________________________
Other (specify):____________________________________________________________
_______________________________________________________________________________
APPROVED
For Lender by Xxxx Xxxxxx VICE PRESIDENT
For Customer by XXXXXXX X. XXXXX SEC/TREAS
