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EXHIBIT 10.25
BUSINESS LOAN AGREEMENT
THIS BUSINESS LOAN AGREEMENT ("AGREEMENT") IS MADE BETWEEN BANK OF AMERICA NW,
N.A. DBA SEAFIRST BANK ("BANK") AND NATIONAL SECURITIES CORPORATION
("BORROWER") WITH RESPECT TO THE FOLLOWING:
PART A
Subject to the terms of this Agreement, Bank will make loans to Borrower under
the following provisions.
CREDIT LINE:
Facility #1 $15,000,000
Facility #2 $1,000,000
GUARANTOR: None
LOAN PURPOSES:
Facility #1 For intraday loans to fund the underwriting of
new security issues.
Facility #2 Cover cash shortfalls caused by stock/bond
trading activity and client money market
withdrawals. If outstanding balance exceeds 3
days, balance to transfer to Facility # 1.
INTEREST RATE: Bank of America NW, NA dba Seafirst Bank
prime rate plus zero percent of principal per
annum, changed on the day of any Bank of
America NW, NA. dba Seafirst Bank prime rate
change. All interest will be calculated at
the per annum rate based on a 360 day year and
applied to the actual number of days elapsed.
REPAYMENT: The principal balance outstanding shall be
due in full on March 1, 1997. Interest
payments shall be paid monthly on the first
day of each month.
ADVANCE RATE: Maximum advance rate of 90% on marketable
securities.
SECURITY:
Facility #1 Marketable securities. Also, collateral
securing other loans with Bank may secure this
loan.
Facility #2 Unsecured. Also, collateral securing other
loans with Bank may secure this loan.
AVAILABILITY/EXPIRATION: This revolving facility is available for
advances until March 1, 1997, and any advances
are to mature no later than March 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
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the Bank and Borrower provides otherwise, or a
subsequent mutually satisfactory loan
agreement is executed.
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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 of Bank are valid, enforceable,
and prior to the rights and interests of others except those
consented to in writing by Bank;
2.6 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;
2.7 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;
2.8 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;
2.9 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);
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 Corporation. Borrower is
properly licensed and in good standing in each state in which
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NATIONAL SECURITIES CORPORATION
BUSINESS LOAN AGREEMENT - PART B
PAGE 4
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 to 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 person in,
on, under or about any of Borrower's properties; (b) Borrower
has no actual or constructive knowledge that there has
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NATIONAL SECURITIES CORPORATION
BUSINESS LOAN AGREEMENT - PART B
PAGE 5
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 9601, 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.
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 Use the proceeds of the loans covered by this Agreement only
in connection with Borrower's business activities and
exclusively for the following purposes: to cover cash
shortfalls caused by stock/bond trading activity and client
money market withdrawals.
4.2 Maintain current assets in an amount at least equal to 1.1
times current liabilities, and not less than $2,500,000.
Current assets and current liabilities shall be determined in
accordance with generally accepted accounting principles and
practices, consistently applied;
4.3 Maintain a tangible net worth of at least $3,500,000 and net
capital in excess of SEC minimum requirement and not permit
Borrower's total indebtedness which is not subordinated in a
manner satisfactory to Bank to exceed 14 times 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;
4.4 Promptly give written notice to Bank of: (a) all litigation
and claims made or threatened affecting Borrower where the
amount is $1,000,000 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
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NATIONAL SECURITIES CORPORATION
BUSINESS LOAN AGREEMENT - PART B
PAGE 6
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;
4.5 Borrower shall as soon as available, but in any event within
90 days following the end of each Borrower's fiscal years and
within 60 days following the end of each quarter 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;
4.6 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;
4.7 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;
4.8 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 Borrowers 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;
4.9 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;
4.10 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;
4.11 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;
4.12 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;
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NATIONAL SECURITIES CORPORATION
BUSINESS LOAN AGREEMENT - PART B
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4.13 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, during any fiscal year, expend or incur in
the aggregate more than $500,000 for fixed assets, nor more
than $250,000 for any single fixed asset whether or not
payable that fiscal year or later under any purchase agreement
or lease;
5.2 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 a
security interest therein, shall be deemed the incurring of
indebtedness for borrowed money;
5.3 Borrower will not, without Bank's prior written consent,
declare any dividends on shares of its capital stock, or apply
any of its assets to the purchase, redemption or other
retirement of such shares, or otherwise amend its capital
structure;
5.4 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;
5.5 Borrower will not engage in any business activities or
operations substantially different from or unrelated to
present business activities or operations; and
5.6 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
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NATIONAL SECURITIES CORPORATION
BUSINESS LOAN AGREEMENT - PART B
PAGE 8
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:
7.2 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;
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 Loss of any required government approvals, and/or any
governmental regulatory authority takes 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;
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NATIONAL SECURITIES CORPORATION
BUSINESS LOAN AGREEMENT - PART B
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7.7 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;
7.8 Borrower dies, becomes incompetent, or ceases to exist as a
going concern;
7.9 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
7.10 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). Judgment
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.
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.
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NATIONAL SECURITIES CORPORATION
BUSINESS LOAN AGREEMENT - PART B
PAGE 10
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 and any
notes and security agreements entered into pursuant to 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 on any "Exhibit A"
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 any 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 rnaintaining 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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NATIONAL SECURITIES CORPORATION
BUSINESS LOAN AGREEMENT - PART B
PAGE 11
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 WASIIINGTON LAW.
This Business Loan Agreement (Parts A and B) executed by the parties on
_____________, 1996 Borrower acknowledges having read all of the provisions of
this Agreement and Borrower agrees to its terms.
SEAFIRST BANK NATIONAL SECURITIES CORPORATION
Metropolitan Commercial Banking Team 5
By:_________________________________ By:_________________________________
G. Xxxx Xxxxx, Vice President
Title:______________________________
Address: 0000 Xxxxxx Xxxxxx, 0xx Xxxxx Address: 0000 Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx 00000 Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00x00
Phone: 000-000-0000 Phone: (000) 000-0000
Fax: 000-000-0000 Fax: (206)
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BUSINESS LOAN AGREEMENT
EXHIBIT A
At all times prior to expiration of this Commitment. you agree:
FINANCIAL INFORMATION: You will provide to us the following financial exhibits
at the following times:
Description Times
----------- -----
Audited fiscal year-end financial statement. Annually within 90 days of
year-end.
Interim financial statements and Focus Reports. Quarterly within 20 days of
quarter-end.
Monthly statements as available.
OTHER: You agree to maintain the following:
Seafirst collateral account maintained at DTC.
