CHANGE IN TERMS AGREEMENT
Principal Loan Date Maturity Loan No Call/Coil Account Officer Initials
--------- --------- -------- ------- ----------------- ----------------
$1,500,000.00 02-13-2002 02-16-2003 0000-000 0000 JMA
References in the shaded area are for Lender's use only and do not limit
the applicability of this document to any particular loan or item.
Any item above containing """' has been omitted due to text length limitations.
Borrower: THE COEUR D'ALENES COMPANY Lender: Inland Northwest Bank
P. O. BOX 2610 000 X. Xxxxxxxxx Xxx.
SPOKANE, WA 99220-2610 Spokane, WA 99201
Principal Amount: $1,500,000.00 Initial Rate: 5.250% Date of Agreement:
February 13, 2002
DESCRIPTION OF EXISTING INDEBTEDNESS. OPERATING LINE OF CREDIT IN THE AMOUNT OF
$1,900,000 ADVANCED 3/27/2000, PAYABLE INTEREST ONLY, ON THE 16TH OF EACH MONTH,
AT WALL STREET JOURNAL PRIME RATE, WITH MATURITY OF 2/16/01, SUBSEQUENTLY
EXTENDED TO 2/16/02. ON 2/20/01, THE AMOUNT OF THE LINE WAS LOWERED TO
$1,500.000.
DESCRIPTION OF COLLATERAL. INVENTORY, ACCOUNTS, CHATTEL PAPER AND GENERAL
INTANGIBLES.
DESCRIPTION OF CHANGE IN TERMS. UPON PAYMENT OF$1,520.00, WHICH REPRESENTS AN
EXTENSION FEE OF $1,500.00, AND $20.0O FOR UPDATED CREDIT INFORMATION, WHICH
FEES CAN BE DEDUCTED FROM THE LINE, THE MATURITY OF THIS LINE OF CREDIT IS
HEREBY EXTENDED TO FEBRUARY 16, 2003. ALSO EFFECTIVE UPON RECEIPT OF THIS SIGNED
DOCUMENT, THE INTEREST RATE IS HEREBY CHANGED TO WALL STREET JOURNAL PRIME RATE
PLUS .50%. ALL OTHER TERMS AND CONDITIONS WILL REMAIN AS ORIGINALLY WRITTEN.
PROMISE TO PAY. THE COEUR D'ALENES COMPANY ("Borrower"') promises to pay to
Inland Northwest Bank ("Lender"), or order, in lawful money of the United States
ot America, the principal amount of One Million Five Hundred Thousand a 00/100
Dollars ($1,500,0OO.0O) or so much as may be outstanding, together with interest
on the unpaid outstanding principal balance of each advance. Interest shall be
calculated from the date of each advance until repayment of each advance.
PAYMENT. Borrower will pay this loan on demand. Payment in full is due
immediately upon Xxxxxx's demand. It no demand is made, Borrower will pay this
loan in one payment of all outstanding principal plus all accrued unpaid
interest on February 16, 2003. In addition, Borrower will pay regular monthly
payments of all accrued unpaid interest due as of each payment date, beginning
March 16, 2002, with all subsequent interest payments to be due on the same day
of each month after that. Interest on this Agreement is computed on a 365/360
simple interest basis; that is, by applying (he ratio of the annual interest
rate over a year of 360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is outstanding.
Borrower will pay Lender at Xxxxxx's address shown above or at such other place
as Lender may designate in writing.
VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change
from time to time based on changes in an Independent index which is the The
Prime Rate as published in the Wall Street Journal (the "Index". The index is
not necessarily the lowest rate charged by Lender on its loans. If the index
becomes unavailable during the term of this loan, Lender may designate a
substitute index after notice to Xxxxxxxx. Lender will tell Borrower the current
index rate upon Xxxxxxxx's request. The interest rate change will not occur more
often than each day. Borrower understands that Lender may make loans based on
other rates as well. The index currently is 4.750% per annum. The interest rate
to be applied to the unpaid principal balance of the Note will be at a rate of
O.500 percentage points over the index, resulting in an initial rate of 5.250%
per annum. NOTICE: Under no circumstances will the interest rate on the Note be
more than the maximum rate allowed by applicable law.
PREPAYMENT. Xxxxxxxx agrees that a11 loan fees and other prepaid finance charges
are earned fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of default), except as
otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than It is due. Early
payments will not, unless agreed to by Xxxxxx in writing, relieve Xxxxxxxx of
Xxxxxxxx's obligation to continue to make payments of accrued unpaid interest.
Rather, early payments will reduce the principal balance due. Xxxxxxxx agrees
not to send Lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment, Xxxxxx may accept it without
losing any of Xxxxxx's rights under this Agreement, and Borrower will remain
obligated to pay any further amount owed to Lender. All written communications
concerning disputed amounts, including any check or other payment instrument
that indicates that the payment constitutes "payment in full" of the amount owed
or that is tendered with other conditions or limitations or as full satisfaction
of a disputed amount must be mailed or delivered to: Inland Northwest Bank, 000
X. Xxxxxxxxx Xxx. Spokane, WA 99201.
LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment or $50.O0, whichever is less.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, the total sum due under this Agreement will bear Interest from the
date of acceleration or maturity at the variable interest rate on this
Agreement. The interest rate will not exceed the maximum rate permitted by
applicable law.
DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:
Payment Default. Borrower fails to make any payment when due under the
indebtedness.
Other Defaults. Borrower fails to comply with or to perform any other term,
obligation, covenant or condition contained in this Agreement or in any of the
Related Documents or to comply with or to perform any term, obligation, covenant
or condition contained in any other agreement between Lender and Borrower.
False Statements. Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf under this Agreement or
the Related Documents is false or misleading in any material respect, either now
or at the time made or furnished or becomes false or misleading at any time
thereafter.
Insolvency. The dissolution or termination of Xxxxxxxx's existence as a
going business, the insolvency of Xxxxxxxx, the appointment of a receiver for
any part of Xxxxxxxx's property, any assignment for the benefit of creditors,
any type of creditor workout, or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against Borrower.
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Creditor or Forfeiture Proceedings. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or by any governmental agency
against any collateral securing the indebtedness. This includes a garnishment of
any of Xxxxxxxx's accounts, including deposit accounts, with Lender. However,
this Event of Default shall not apply if there is a good faith dispute by
Xxxxxxxx as to the validity or reasonableness of the claim which is the basis of
the creditor or forfeiture proceeding and if Borrower gives Xxxxxx written
notice of the creditor or forfeiture proceeding and deposits with Lender monies
or a surety bond for the creditor or forfeiture proceeding, in an amount
determined by Lender, in its sole discretion, as being an adequate reserve or
bond for the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect
to any guarantor, endorser, surety, or accommodation party of any of the
indebtedness or any guarantor, endorser, surety, or accommodation party dies or
becomes incompetent, or revokes or disputes the validity of, or liability under,
any Guaranty of the indebtedness evidenced by this Note. In the event of a
death, Lender, at its option, may, but shall not be required to, permit the
guarantor's estate to assume unconditionally the obligations arising under the
guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of
Default.
Change In Ownership. Any change in ownership of twenty-live percent (25%)
or more of the common stock of Borrower.
Adverse Change. A material adverse change occurs in Borrower's financial
condition, or Xxxxxx believes the prospect of payment or performance of the
Indebtedness is impaired.
Cure Provisions. If any default, other than a default in payment is curable
and if Borrower has not been given a notice of a breach of the same provision of
this Agreement within the preceding twelve (12) months, it may be cured (and no
event of default will have occurred) if Borrower, after receiving written notice
from Lender demanding Cure of such default: (1) cures the default within ten
(10) days; or (2) if the cure requires more than ten (10) days, immediately
initiates steps which Lender deems in Xxxxxx's sole discretion to be sufficient
to cure the default and thereafter continues and completes all reasonable and
necessary steps sufficient to produce compliance as soon as reasonably
practical.
LENDER'S RIGHTS. Upon default, Xxxxxx may declare the entire unpaid principal
balance on this Agreement and all accrued unpaid interest immediately due, and
then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Agreement if Borrower does not pay. Borrower will pay Lender that amount.
This includes, subject to any limits under applicable law, Xxxxxx's attorneys'
fees and Xxxxxx's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not
prohibited by applicable law, Xxxxxxxx also will pay any court costs, in
addition to all other sums provided by law.
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00VERNING IAW. This Agreement will be governed by, construed and enforced in
accordance with federal law and the laws or the State of Washington. This
Agreement has been accepted by Xxxxxx in the State of Washington.
CHOICE OF VENUE: If there is a lawsuit, Xxxxxxxx agrees upon Xxxxxx's request to
submit to the jurisdiction of the courts of SPOKANE County, State of Washington.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $18.00 if Borrower
makes apayment on Xxxxxxxx's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Xxxxx accounts, or any trust accounts
for which setoff would be prohibited by law. Xxxxxxxx authorizes Xxxxxx, to the
extent permitted by law, to charge or setoff all sums owing on the indebtedness
against any and all such accounts, and, at Xxxxxx's option, to administratively
freeze all such accounts to allow Lender to protect Xxxxxx's charge and setoff
rights provided in this paragraph.
COLLATERAL: Borrower akcknowledges this Agreement is secured by INVENTORY,
ACCOUNTS, CHATTEL PAPER AND GENERAL INTANGIBLES.
LINE OF CREDIT: This Agreement evidences a revolving line of credit. Advances
under this Agreement, as well as directions for payment from Xxxxxxxx's
accounts, may be requested orally or in writing by Borrower or by an authorized
person. Lender may, but need not, require that all oral requests be confirmed in
writing. Xxxxxxxx agrees to be liable for all sums either: (A) advanced in
accordance with the instructions or an authorized person or (B) credited to any
of Xxxxxxxx's accounts with Xxxxxx. The unpaid principal balance owing on this
Agreement at any time may be evidenced by endorsements on this Agreement or by
Xxxxxx's internal records, including daily computer print-outs. Lender will have
no obligation to advance funds under this agreement if: (A) Borrower or any
guarantor is in default under the terms of this agreement or any agreement that
Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of this Agreement; (B) Borrower or any guarantor
ceases doing business or is insolvent; (C) any guarantor seeks, claims or
otherwise attempts to limit, modify or revoke such guarantor's guarantee of this
Agreement or any other loan with Lender; or (D) Borrower has applied funds
provided pursuant to this Agreement for purposes other than those authorized by
Lender.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Xxxxxx to this Agreement does not waive Xxxxxx's right to strict
performance of the obligations(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Xxxxxx in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement. If any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
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is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of the Agreement or
otherwise will not be released by it. This waiver applies not only to any
initial extension, modification or release, but also to all such subsequent
actions.
SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement on
transfer of Xxxxxxxx's interest, this Agreement shall be binding upon and inure
to the benefit of the parties, their successors and assigns. If ownership of the
Collateral becomes vested in a person other than the Borrower, Lender, without
notice to Xxxxxxxx, may deal with Xxxxxxxx's successors with reference to this
Agreement and the Indebtedness by way of forbearance or extension without
releasing Borrower from the obligations of this Agreement or liability under the
Indebtedness.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please notify us if we report any inaccurate information about your account(s)
to a consumer reporting agency. Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address: Inland Northwest
Bank, 000 X. Xxxxxxxxx Xxx., Xxxxxxx, XX 00000.
MISCELLENEOUS PROVISIONS. This Agreement is payable on demand. The inclusion of
specific default provisions or rights of Lender shall not preclude Lender's
right to declare payment of this Agreement on its demand. Lender may delay or
forgo enforcing any of its rights or remedies under this Agreement without
losing them. Borrower and any other person who signs, guarantees or endorses
this Agreement, to the extent allowed by law, waive presentment, demand for
payment, and notice of dishonor. Upon any change in terms of this Agreement, and
unless otherwise expressly stated in writing, no party who signs this Agreement,
whether as maker, guarantor, accommodation maker or endorser, shall be released
from liability. All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Xxxxxx's
security interest in the collateral; and take any other action deemed necessary
by Xxxxxx without the consent of or notice to anyone. All such parties also
agree that Xxxxxx may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Agreement are joint and several.
PRIOR TO SIGNING THIS AGREEMENT, XXXXXXXX READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. XXXXXXXX
AGREES TO THE TERMS OF THIS AGREEMENT.
BORROWER:
THE COEUR d'ALENES COMPANY
By /s/ XXXXXXX XXXXXXXXX, Treas.
Authorized Signer for The Coeur d'Alenes Company
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