Exhibit 10.1
License Products,
Inc. And ▇▇▇ ▇▇▇▇▇▇▇▇▇ Original Dolls, Inc., As Co-Borrowers
The
above named customer (“Customer,” whether one or more) agrees with Town 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, Lender agrees to lend such amounts up to the aggregate
principal amount of $750,000.00 at any time outstanding (the
“Credit Limit”). Within the Credit Limit, Customer may
borrow, repay and reborrow under this Agreement. Lender 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. |X|
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. Lender’s obligation to make the initial Loan is
subject to satisfaction of the following conditions:
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(a)|X| |
Lender
shall have received the following security documents and the
additional security documents described on Exhibit B, if any
(the “Security Documents”), duly executed, all accompanied
by the appropriate financing statements: |
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(b) |
Lender
shall have received copies: |
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|X| |
certified
by the Secretary of Customer of the articles of incorporation and bylaws of Customer, and
resolutions of the Board of Directors of Customer authorizing the issuance, execution and
delivery of this Agreement and Security Documents, if any; |
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[_] |
certified
by a general partner of Customer of the partnership agreement of
Customer, 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; |
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[_] |
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; |
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[_] |
certified
by a trustee regarding the existence, name and other matters
pertaining to the Customer if it is a trust, and an authorization
signed by all trustees of Customer authorizing the issuance,
execution and delivery of this Agreement and the Security Documents,
if any; |
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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, and of such other
matters as Lender may reasonably request. |
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(c)[_] |
Lender
shall have received an affidavit of sole ownership executed by the
sole proprietor. |
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(d)[_] |
Lender
shall have received the following additional documentation executed
by the trust and/or trustee: n/a. |
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(e)[_] |
Lender
shall have received from counsel for Customer a favorable opinion
satisfactory to Lender covering the matters described in sections 5(c) and
5(d), 5(e), 5(f) or 5(g), as applicable, and 5(k) of this Agreement
and such other matters as Lender may reasonably request. |
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(f)|X| |
Lender
shall have received a guaranty of payment of the Loans duly executed
by The Middleton Doll Company on WBA form 151B. |
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(g) |
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:
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(a)[_] |
Customer
shall give Lender [_] at least __________ business days’ prior
notice or [_] __________ of any Loan requested under this Agreement,
specifying the date and amount of the Loan. Lender will make the Loan
available to Customer [_] by crediting the amount of the Loan to
Customer’s account (acct. no. __________) with Lender or [_] __________.
Each Loan which is less than the full amount available to Customer
under this Agreement shall be in an amount not less than ______________. |
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(b)[_] |
Lender
will credit Customer’s account (acct. no. __________) with
Lender whenever the [_] ledger [_] collected balance in the
account is less than $__________ on any banking day (the “Target
Amount”), for whatever reason. The Loan will be in an amount
within the Credit Limit and the 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. |
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(c)|X| |
Lender
will make Loans available to Customer by crediting amount of Loan to
Customer’s account maintained with Lender. |
[_] Lender’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
and Warranties. Customer represents and warrants to Lender that
on the date of each Loan:
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(a) |
No
part of any Loan will be used for personal, family or household purposes. |
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(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. |
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(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,
authorization or decision of any court, the articles of
incorporation, bylaws, articles of organization, operating agreement,
partnership agreement, trust 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 their terms. |
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(d)|X| |
Customer
is a corporation legally organized, validly existing and in good
standing under the laws of the State of Wisconsin 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. |
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(e)[_] |
Customer
is a n/a (general or limited) partnership legally organized, validly
existing and in good standing under the laws of the State of n/a. |
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(f)[_] |
Customer
is a limited liability company legally organized, validly existing
and in good standing under the laws of the State of n/a and is
duly qualified to do business and is good standing in every
jurisdiction in which the nature of its business or its ownership of
property requires such qualification. |
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(g)[_] |
Customer
is a [_] testamentary trust n/a (Probate Caption and File
Number) [_] revocable living trust [_] irrevocable living
trust n/a (Name and Address of Trust) validly existing under the laws
of the State of n/a and the trust has not been revoked or terminated. |
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(h) |
Customer’s
exact legal name is as set forth below Section 23. |
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(i) |
If
Customer is an individual, the address of Customer’s principal residence
is as set forth below Section 23. If Customer is an organization
that has only one place of business, the address of Customer’s
place of business, or if Customer has more than one place of
business, then the address of Customer’s chief executive office,
is as set forth below section 23. |
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(j) |
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. |
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(k) |
(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 components
(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
clean-up 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. |
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(l) |
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 the Customer. |
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(m) |
There
are no unpaid wages due employees of Customer and there are no outstanding
liens against assets of Customer for unpaid wages due employees of
Customer. |
6. Fees.
Customer agrees to pay the following nonrefundable fees as a
condition of access to credit under this Agreement:
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(a)[_] |
Commitment
fee in the amount of $n/a. |
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(b)[_] |
Commitment
fee in an amount equal to n/a% 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 n/a. |
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 this
Agreement, the amount of capital required or expected to be
maintained by 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 Lender
on the unpaid principal balance outstanding from time to time under this
Agreement [Check (a) or (b); only one shall apply.]:
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(a)[_] |
At
the rate of n/a% per year. |
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(b)|X| |
At
a rate per year equal to 2.750 percentage points over the 30
day LIBOR rate as published in the Wall Street Journal to be
adjusted on the first day of each month beginning August 1, 2007
(“Index Rate”). The Index Rate may or may not be the
lowest rate charged by Lender. 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.
Notwithstanding the Index Rate, the annual rate of interest shall not
at any time be less than n/a%. |
Interest under (a) or (b) is computed
on the basis of the actual number of days the principal balance is unpaid based upon a
year of |X| 360 days [_] 365 days. If any payment (other than the final payment)
is not made on or before the 5th day after its due date,
Lender may collect a delinquency charge of |X| 5.00% of the unpaid amount
[_] $n/a. Unpaid principal and interest bear interest after maturity (whether by
acceleration or lapse of time) until paid at the rate |X| which would otherwise be
applicable plus 3.00 percentage points [_] of n/a% per year, computed
on the same basis.
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9. Payment
Schedule. Customer agrees to pay to Lender the unpaid principal
balance and interest as follows: [Check (a), (b), (c) or (d)].
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(a)[_] |
In
one payment on [_] demand [_] the Termination Date specified in
section 15. |
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(b)|X| |
In
payments of interest, beginning August 31, 2007, and on the
same day of each succeeding month thereafter, plus a final
payment of unpaid principal and interest due on the Termination Date
specified in section 15. |
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(c)[_] |
In
installments each equal to n/a% of the unpaid principal balance, plus
interest, beginning n/a, and on the same day of each n/a month
thereafter, plus a final payment of unpaid principal and interest due
on the Termination Date specified in section 15. |
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(d)[_] |
___________________________________________________ |
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 Lender’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.
10. Covenants.
Customer shall, so long as any amounts remain unpaid, or Lender has
any commitment to make Loans under this Agreement:
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(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: |
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(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, either [_] (1) [_] compiled
[_] reviewed [_] audited by an independent certified public
accountant acceptable to Lender, or |X| (2) certified by the
chief financial representative of Customer, and |
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(ii)
Within 30 days after the end of each succeeding 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. |
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Customer
shall furnish to Lender such reports regarding the payment of wages to employees of
Customer and the number of employees of Customer as Lender may from time to time request,
and without request shall furnish to Lender a written report immediately upon any
material increase in the number of employees of Customer, the failure of Customer to pay
any wages when due to employees of Customer or the imposition of any lien against the
assets of Customer for unpaid wages due employees of Customer. |
5
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(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. |
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(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. |
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(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. |
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(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. |
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(f) |
Timely
perform and observe the following financial covenants, all calculated in
accordance with generally accepted principles of accounting applied
on a consistent basis: |
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(i)
[_] Maintain at all times an excess of current assets over current
liabilities of not less than $______________. |
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(ii)
|X| Maintain at all times a tangible net worth of not less than
$4,000,000.00. |
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(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. |
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(iv)
[_] Maintain at all times a ratio of current assets to current
liabilities of not less than __________ to one. |
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(v)
[_] Maintain at all times a ratio of total liabilities to tangible
net worth of not greater than __________ to one. |
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(vi)
[_] _______________________________________________. |
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(g) |
Furnish
to Lender the Borrowing Base Certificates required under Exhibit A, if
any. |
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(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 |
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______________________________________________________
(If left blank, no other permitted liens or encumbrances) |
6
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(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 or that any guaranty of Customer’s
obligations under this Agreement is revoked or becomes unenforceable
for any reason. |
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(j) |
Not
change its type of organization or state under whose law it is organized as
represented in Section 5(d), (e) or (f) and shall preserve its
organizational existence and shall not, in one transaction or in a
series of related transactions, merge into or consolidate with any
other. organization, change its legal structure or sell all or
substantially all of its assets. |
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(k) |
Not
change its legal name without providing at least 30 days prior written
notice of the change to Lender. |
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(l) |
Not
change its address without providing at least 30 days prior written notice
of the change to Lender. |
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(m) |
Timely
perform all duties and responsibilities imposed on Customer under
Section 5(k). |
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(n) |
Customer
shall pay all wages when due to employees of Customer and shall not
permit any lien to exist against the assets of Customer for unpaid
wages due employees of Customer. |
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(o)|X| |
Unless
otherwise consented to in writing by Lender, 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. 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, (e) any guaranty of Customer’s
obligations under this Agreement is revoked or becomes unenforceable
for any reason or any such guarantor dies, ceases to exist, or
becomes the subject of any bankruptcy or insolvency proceeding, or (f) an
event of default occurs under any Security Document; then, at Lender’s
option, and upon written or verbal notice to Customer, Lender’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
Lender’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).
7
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 the date payment is due under
section 9(a), if applicable, or on May 31 2008,
whichever is earlier (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 Lender’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 Lender, 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. Successors
and Assigns. This Agreement shall be binding upon and inure to
the benefit of Lender and Customer and their respective heirs,
personal representatives, 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.
22. Interpretation.
The validity, construction and enforcement of this Agreement are
governed by the internal laws of Wisconsin except to the extent such
laws are preempted by federal law. Invalidity of any provision of this
Agreement shall not affect the validity of any other provisions of
this Agreement.
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23. Other
Provisions. (If none are stated below, there are no other
provisions.)
Customer agrees to include a
Borrower’s Certificate with the monthly financial statements. Customer also agrees to
provide Lender with an annual audit/shareholders report.
See attached Exhibit D.
Dated
as of July 27, 2007.
|
License Products, Inc. And ▇▇▇ ▇▇▇▇▇▇▇▇▇ Original |
|
| Town Bank (SEAL) |
Dolls, As Co-borrowers |
(SEAL) |
| (Name of Lender) |
By /s/ ▇▇▇ ▇. ▇▇▇▇ |
Wisconsin Corporations |
| ▇▇▇ ▇. ▇▇▇▇ |
(Type of Organization) |
(President/smb ) |
| (Title) |
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ |
| ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
By:_______________________________________ |
(SEAL) |
| (Lender’s Address) |
See Attached Signature Page |
|
_______________________________________ |
(SEAL) |
|
_______________________________________ |
(SEAL) |
|
_______________________________________ |
(SEAL) |
|
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ |
|
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
|
(Customer’s Address) |
9
Signature Page for
License Products, Inc. and
▇▇▇ ▇▇▇▇▇▇▇▇▇ Original Dolls, Inc., as co-Borrowers
| Borrower(s): Licensed Products, Inc. |
Borrower(s): ▇▇▇ ▇▇▇▇▇▇▇▇▇ Original Dolls, Inc. |
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., President |
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. President & COO |
By: /s/ ▇▇▇▇▇ ▇. Bald |
By: /s/ ▇▇▇▇▇ ▇. Bald |
| ▇▇▇▇▇ ▇. Bald, CFO |
▇▇▇▇▇ ▇. Bald, VP/Secretary/Treasurer |
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
| ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, CEO |
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman & CEO |