COMMERCIAL LINE OF CREDIT AGREEMENT
DATE OF AGREEMENT
12/07/1998
DEBTOR'S NAME(S) LENDER'S NAME AND ADDRESS
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TOWER TECH, INC. People First Bank
Edmond
X.X. Xxx 0000
Xxxx, XX 00000
DEBTOR'S ADDRESS
00000 X. 0-00 XXXXXXX XXXX
XXXXXXXX XXXX, XX 00000
AMOUNT OF CREDIT LINE EXPIRATION DATE COMMITMENT FEE INTEREST RATE
$4,000,000.00 01 07, 2000 $.00 9.25%
COLLATERAL
Accounts Receivable Inventory
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FOR VALUE RECEIVED, the undersigned Lender as of the date of this Agreement,
agrees to make loans from time to time to the undersigned Debtor subject to the
following terms and conditions of this Commercial Line of Credit Agreement
("Agreement"):
1. AMOUNT OF CREDIT LINE. The aggregate unpaid balance of all loans
outstanding at any one time under this Agreement shall not exceed the
Amount of Credit Line indicated above.
All Loans made hereunder shall reference this Agreement.
2. EXPIRATION DATE. No loan under this Agreement shall be made on a date beyond
the Expiration Date stated above. Individual loans made pursuant to this
Agreement may have a maturity date subsequent to the Expiration Date.
Both parties recognize that Lender as of date of this Agreement may have
loans outstanding to Debtor which are not made under this Agreement and
Lender may in the future make loans other than loans made pursuant to this
Agreement.
3. INTEREST RATE. The Interest Rate on loans made under this Agreement shall
be as stated above. Debtor agrees to pay the above Commitment Fee upon
signing this Agreement. The commitment Fee is earned when paid.
4. COLLATERAL. The Collateral for loans made under this Agreement is indicated
above and, as applicable, by signed security agreements, mortgages/deeds of
trust, and any necessary financing statements on forms provided by Lender.
Loans may be further supported by endorsers, separate quantities by third
parties, and by loan agreements and other undertakings as mutually agreed
by Lender and by Debtor.
5. NOTE FORM PROVISIONS. Loans made under this Agreement shall be on
promissory note forms satisfactory to and provided by Lender.
6. PAYMENTS. Debtor shall have the right at any time to prepay without penalty
any or all loans outstanding under this Agreement. All payments will not be
deemed to have been made until such payments are received in collected
funds.
7. OBLIGATION TO LEND. Lender shall be under no obligation to make loans under
this Agreement upon the existence or occurrence of any event or condition
whereby Debtor is in default on any indebtedness to Lender or to others, or
whereby the provisions of any acceleration clause have become operative
with respect to any promissory note, obligation or undertaking to Lender or
to others. If any condition or event occurs that permits the Lender to
decline to make loans under this Agreement. Lender may also terminate this
Agreement by sending notice to Debtor and exercise all right and remedies
provided in any promissory note, mortgage/deed of trust, security agreement
or related document and under law, including the right to demand the Debtor
immediately pay all amounts owed to the Lender...
8. NOTICES. Notices to Debtor are effective when sent postage prepaid to the
address received by Lender, or when delivered. Notice to Lender occurs upon
receipt by an officer of the Lender. If any conflict occurs between this
Agreement and any promissory note, mortgage/deed of trust, security
agreement or related document, this Agreement will control. Otherwise this
Agreement is an addition to and not in limitation of the provision of any
other document.
9. GOVERNING LAW. This Agreement and related notes and documents are to be
construed and governed by the laws of the sate indicated in the address of
the Lender shown above.
Debtor acknowledges receipt of a copy of this Agreement.
DEBTORS' SIGNATURES(S)
TOWER TECH, INC.
By: XXXXXXX XXXXXXXX, CHIEF FINANCIAL OFFICER
LOAN AGREEMENT DATE OF AGREEMENT
12/07/1998
DEBTOR'S NAME(S) LENDER'S NAME AND ADDRESS
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TOWER TECH, INC.
People First Bank, Edmond
X.X. Xxx 0000
Xxxx, XX 00000
DEBTOR'S ADDRESS
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00000 X. 0-00 XXXXXXX XXXX
XXXXXXXX XXXX, XX 00000
The undersigned Debtor with principal office, place of record keeping and
mailing address as shown above, hereby acknowledges receipt of proceeds, or some
part thereof, or renewal thereof, of the following described loan and/or
extension of credit from the Lender named in this Agreement:
Loan # 124436 dated 12/07/1998 in the amount of $4,000,000.00 with a
maturity date of 01/07/2000.
IN CONSIDERATION of Lender making such loan and or extension of credit, or any
part thereof, Debtor agrees as follows:
A. Financial Information. To deliver to Lender within the stated time
limits the following financial information and income tax returns as
of the dates and for the period indicated: Borrower to provide
Borrowing Base certificate with detailed accounts receivable aging
within 15 days of each month's end. Borrower to provide quarterly
10-QSB reports within 5 days of filing. Borrower to provide audited
annual financial statements on Tower Tech, Inc. and annual financial
statements on guarantor, Xxxxxx Xxxxxx.
B. Litigation. To inform Lender promptly of any litigation, or of any
claim or controversy which might become the subject of litigation,
against Debtor or affecting any of Debtor's property, if such
litigation, in the event of an unfavorable outcome, would have a
material adverse effect on Debtor's financial condition;
C. Taxes. To pay promptly when due any and all taxes, assessments and
governmental charges against Debtor or against any of Debtor's
property, unless the same is being contested in good faith by
appropriate proceedings and reserves deemed adequate by Lender have
been established therefore:
D. Labor and Material. To pay promptly all lawful claims whether for
labor, materials or otherwise, which ;might or could, if unpaid,
become a lien or charge on any property or assets of Debtor, unless
and to the extent only that the same are being contested in good
faith by appropriate proceedings and reserves deemed adequate by
Lender have been established therefore:
E. Insurance. To maintain with financially sound and reputable insurance
organizations approved by Lender, insurance of the kinds and covering
the risks and in the amounts usually carried by companies engaged in
businesses similar to that of Debtor, which insurance in all events
shall be satisfactory to Lender and provide suitable loss payable
clauses in favor of Lender, and, at Lender's request deliver to
Lender evidence of the maintenance of such insurance; and
F. Accounting Records. To maintain adequate records in accordance with
generally accepted accounting principles of all transactions so that
at any time and from time to time the true and complete financial
condition of the Debtor may be readily determined.
G. Additional Terms. See Attached Exhibit "B".
LENDER'S SIGNATURE DEBTOR'S SIGNATURE(S)
CONFIRMED
People first Bank TOWER TECH, INC.
Edmond
BY: ss/XXX X. XXXXX BY: ss/ XXXXXXX X. XXXXXXXX
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Xxx X. Xxxxx Xxxxxxx X. Xxxxxxxx
Xx. Vice President Chief Financial Officer
EXHIBIT "B"
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1) Borrower to maintain a tangible net worth of no less than $15,000,000.00
tested quarterly. Tangible net worth defined as assets (less loans and
advances to employees, goodwill and intangibles) less total liabilities
(minus subordinated debt.)
2) Borrower to move operating account to People First Bank and establish lock
box.
3) Borrower will pay an annual non-usage fee of .25 of 1.00% which will be
calculated on the average unused portion of the line and paid by the
borrower quarterly.
4) All reasonable expenses incurred by the Bank pertaining to this
transaction, including legal expenses, are to be paid by Tower Tech, Inc.
5) Tower Tech, Inc. agrees to carry on its business activities in
substantially the manner such activities are conducted on the date of this
agreement, with the exception of the rental fleet division sale, and not
make any material change in the nature of its business. Tower Tech, Inc.
By: ss/XXXXXXX XXXXXXXX
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Xxxxxxx Xxxxxxxx
Chief Financial Officer
Dated: December 7, 1998
