Exhibit (10a) Modification and extension of bank loan agreement.
MODIFICATION AND/OR EXTENSION AGREEMENT
Date: May 1, 2002
Borrower(s): Web Press Corporation
Lender: KEYBANK NATIONAL ASSOCIATION
Note: Dated April 7, 1999, in the principal amount of $3,000,000.00,
including any and all amendments thereto.
Loan #: 00-00000-0000000000
FOR VALUE RECEIVED, Borrower and Lender hereby agree to modify the
above-referenced Loan and Promissory Note and/or Loan Agreement as follows:
1. MODIFICATION AND/OR EXTENSION PROVISIONS
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o The maturity date of the Loan is hereby extended to March 1, 2004
o The maximum amount that the Borrower may borrow under the Loan shall
be decreased to $2,900,000.00, effective May 1, 2002; Borrower shall
repay amounts outstanding as necessary to reduce the outstanding
balance so that it will not exceed the reduced maximum loan amount.
o The maximum amount that the borrower may borrow under the Loan shall
be decreased to $2,800,000.00, effective July 1, 2002; Borrower shall
repay amounts outstanding as necessary to reduce the outstanding
balance so that it will not exceed the reduced maximum loan amount.
o The maximum amount that the Borrower may borrow under the Loan shall
be decreased to $2,750,000.00, effective October 1, 2002; Borrower
shall repay amounts outstanding as necessary to reduce the outstanding
balance so that it will not exceed the reduced maximum loan amount.
o The maximum amount that the Borrower may borrow under the Loan shall
be decreased to $2,700,000.00, effective February 1, 2003; Borrower
shall repay amounts outstanding as necessary to reduce the outstanding
balance so that it will not exceed the reduced maximum loan amount.
o The maximum amount that the Borrower may borrow under the Loan shall
be decreased to $2,650,000.00, effective June 1, 2003; Borrower shall
repay amounts outstanding as necessary to reduce the outstanding
balance so that it will not exceed the reduced maximum loan amount.
o The maximum amount that the Borrower may borrow under the Loan shall
be decreased to $2,600,000.00, effective October 1, 2003; Borrower
shall repay amounts outstanding as necessary to reduce the outstanding
balance so that it will not exceed the reduced maximum loan amount.
o The maximum amount that the Borrower may borrow under the Loan shall
be decreased to $2,650,000.00, effective February 1, 2004; Borrower
shall repay amounts outstanding as necessary to reduce the outstanding
balance so that it will not exceed the reduced maximum loan amount.
o The interest rate on this Note shall remain at a variable rate equal
to the Prime rate announced by the Lender (the "Index"), plus three
percent (3.00%) per annum. The interest rate will change automatically
and correspondingly on the date of each announced change of the Index
by the Lender. The Index is not necessarily the lowest rate charged by
the Lender on its loans and is set by Lender in its sole discretion.
2. CONDITIONS. The modifications and/or extension described above are subject
to and conditioned upon Borrower's full satisfaction of all of the following
conditions on or before the date first stated above, time being of the essence.
A. There shall be no uncured event of default under the Loan, nor any
event or condition which with notice or the passage of time would be
an event of default thereunder..
B. Borrower shall deliver to Lender a fully executed original of this
Modification and/or Extension Agreement.
C. All expenses incurred by Lender in connection with this Agreement
(including without limitation, attorney fees, recording charges,
charges for title policy update(s), escrow charges, costs of obtaining
updated or additional appraisal(s) or collateral valuations, if
required by Lender) shall be paid by Borrower.
D. Borrower shall comply with the following additional conditions:
o Borrower shall pay lender in cash an extension fee of $20,000.00
3. GENERAL PROVISIONS. Except as modified above, all other provisions of the
Promissory Note and any other documents securing or relating to the Loan (the
"Loan Documents") remain in full force and effect. All security given for the
Loan and all guarantees of the Loan (as applicable) shall continue in full
force. Borrower warrants and represents to Lender that it has full right, power
and authority to enter into this agreement and to perform all its obligations
hereunder, and that all information and material submitted to Lender in
connection with this modifications are accurate and complete. Borrower warrants
that no default exists under the Loan Documents. Borrower reaffirms its
obligation to pay the Loan in full and reaffirms the validity and enforceability
of the Loan Documents, without set-off, counterclaim or defense.
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.
LENDER: BORROWER:
KEYBANK NATIONAL ASSOCIATION Web Press Corporation
By: /s/ Xxxx Xxxx, VP
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Xxxx Xxxx Authorized Officer
By: /s/ Xxxx X. Xxxxxx 05/17/02
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Xxxx X. Xxxxxx President
By: /s/ Xxxxx X. Xxxxxxxx 05/17/2002
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Xxxxx X. Xxxxxxxx Vice Pres. of Finance
