EXHIBIT 10.1
Business
W.B.A. 448BCA (4/14/97) F11238 Boxes not checked
Wisconsin Bankers Association 1997 are inapplicable
Note No.
BUSINESS CREDIT AGREEMENT
(Business Loans)
The undersigned ("Customer", whether one or more) agrees with the
undersigned lender ("Lender") as follows:
1. 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 (a) [X] the aggregate principal amount of $300,000.00 at
any time outstanding, within which amount Customer may borrow, repay and
reborrow under this Agreement (b) [_] the aggregate principal amount of $ n/a
(the "Credit Limit"), ▇▇▇▇▇▇ 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 and other charges made to or imposed on Customer under this Agreement.
2. LOAN PROCEDURES. Customer may obtain Loans under this Agreement only
as provided below;
(a) [_] Customer shall give Lender at least n/a business days'
prior notice 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 deposit account no. n/a [_]
by n/a.
(b) [_] Whenever the ledger balances in Customer's deposit account
no. n/a is less than $ n/a on any business day ("Trigger
Amount"), for whatever reason, Customer requests Lender to
automatically advance funds in increments of $ n/a to
Customer's deposit account in an amount sufficient to
increase the balance to the Trigger amount, or such lesser
amount as may be available to Customer under this Agreement.
(c) [X] by ▇▇▇▇▇▇▇'s check or deposit to Demand Deposit Account to
be determined
3. FEES. Customer agrees to pay the following nonrefundable fees as a
condition of access to credit under this Agreement:
(a) [_] Commitment fee in the amount of $ n/a payable n/a.
(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 6 payable [_] at the times interest is
payable under section 5 [_] on the n/a day of each
n/a [_] n/a.
(c) [_] Annual fee of n/a payable n/a
(d) [_] n/a
Customer agrees to repay any fees and charges described above as Loans under
this Agreement if such fees and charges are not required by Lender to be paid in
cash by Customer at the time the fee or charge is incurred under this
Agreement. Furthermore, charges for credit insurance if separately requested by
Customer may be charged by Lender as Loans to Customer under this Agreement.
4. INTEREST RATE AND OTHER CHARGES. Customer agrees to pay interest to
▇▇▇▇▇▇ on the unpaid principal balance outstanding from time to time under this
agreement [Check (a) or (b); only one shall apply.];
(a) [_] At the rate of n/a% per year.
(b) [X] At the annual rate which is equal to the following Index
Rate [X] plus [_] minus 0.500 percentage points. The Index
Rate is Milwaukee Western Bank Reference Rate. The Index
Rate may or may not be the lowest rate charged by ▇▇▇▇▇▇.
Any change in the interest rate resulting from a change in
the Index Rate shall become effective without notice to
Customer as of the change in the Index Rate. 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.
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 15th
day after its due date, Lender may collect a delinquency change 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 4,000 percentage points [_] of
n/a% per year, computed on the same basis, Customer agrees to pay a
charge of $15.00 for each check presented for payment under this Agreement
which is returned unsatisfied.
5. PAYMENT SCHEDULE. Customer agrees to pay to lender unpaid principal
balance and accrued interest as follows: [Check (a), (b), (c) or (d); only one
shall apply.]
(a) [_] in one payment on [_] demand [_] the termination Date.
(b) [X] in payments of accrued interest, beginning March 30, 1998, and on
the same day(s) of each successive month thereafter, plus a final
payment of unpaid principal and accrued interest due on the Termination
Date specified in section 6.
(c) [_] in payments each equal to n/a% of the unpaid principal balance,
plus accrued interest, beginning n/a and on the same day(s) of each
n/a month thereafter, plus a final payment of unpaid principal
and accrued interest due on the Termination Date specified in section
6.
(d) [_] n/a
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n/a
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n/a
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In addition, Customer shall immediately pay any amount by which the Loans exceed
the Credit Limit, any prior unpaid payments and any unpaid fees and charges.
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 Customers account, payments must be made to Lender at its address
shown below and are not credited until received in ▇▇▇▇▇▇'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.
6. TERMINATION. Unless sooner terminated under section 11, Customer's right
to obtain Loans and Lender's obligations to extend credit under this Agreement
terminate on the date payment is due under section 5(a), if applicable, or on
December 31, 1998 whichever is earlier (the "Termination Date"). [_] if checked
here, the Termination Date shall be automatically extended from year to year for
one year periods after this date unless ▇▇▇▇▇▇ gives Customer notice to the
contrary at least 30 days prior to the Termination Date, as extended from year
to year. 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 ▇▇▇▇▇▇'s
rights power and privileges, nor Customer duties and liabilities, with regard to
the then existing balance under this Agreement. ▇▇▇▇▇▇ may refuse to grant any
Loan request received by ▇▇▇▇▇▇ on or after the Termination Date.
7. PERSONS BOUND AND OTHER PROVISIONS. This Agreement shall be binding upon
and inure to the benefit of ▇▇▇▇▇▇ 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. This Agreement includes the Additional
Provisions on the reverse side, Dated as of March 6, 1998.
MILWAUKEE WESTERN BANK WELLINGTON PROPERTIES TRUST
--------------------------------------(SEAL) -----------------------------------------(SEAL)
(Name of Lender)
_______________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
MILWAUKEE WT 53216 By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------------- -----------------------------------------------
(Address) ▇▇▇▇▇▇ ▇. ▇▇▇▇ President
-----------------------------------------(SEAL)
By__________________________________________ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇ -----------------------------------------(SEAL)
( Vice President ) ▇▇▇▇▇▇ ▇. ▇▇▇▇, Secretary
-------------------------------------------- -----------------------------------------------
(Title)
By__________________________________________ _________________________________________(SEAL)
(__________________________________________) _______________________________________________
(Title)
_________________________________________(SEAL)
_______________________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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(Address)
ADDITIONAL PROVISIONS
8. SECURITY INTEREST. This Agreement is secured by all existing and
future security agreements, assignments and mortgages from any Customer to
Lender, from any guarantor of this Agreement to Lender, and from any other
person providing collateral security for Customer's obligation to Lender (all
called "Security Documents"), 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.
9. VENUE. To the extent not prohibit 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.
10. FINANCIAL STATEMENT. Customer shall furnish to lender financial
statements at least annually and such other financial information respecting
Customer at such times and in such form as lender may request from time to time.
11. 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 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 duties contained in this Agreement, (e) any
guaranty of Customers's obligations under this Agreement is revoked or becomes
unenforceable for any reason or any such guarantor dies or ceases to exist, 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 all costs of collection
before and after judgment, including reasonable attorneys' fees (including those
incurred in successful defense of settlement of any counterclaim brought by
Customer or incident to any action or proceeding involving Customer brought
pursuant to the United States Bankruptcy Code). Customer agrees to indemnity and
hold harmless Lender, its officers, directors, employees and agents, from and
against any and all claims, damages, judgments, penalties and expenses,
including reasonable attorneys' fees, arising directly or indirectly from credit
extended under this Agreement or the activities of Customer. This indemnity
shall survive termination of this Agreement, the repayment of all Loans and the
discharge and release or any collateral for the Loans.
12. AMENDMENT. No Amendment, modification, termination or waiver of any
provision of the Agreement shall in any event be affective unless it is in
writing and signed by ▇▇▇▇▇▇, and then such waiver or consent shall be effective
only in the specific instance and for the specific purposes for which given.
13. ENTIRE AGREEMENT; USE OF PROCEEDS. This Agreement 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. Customer represents and warrants to
Lender that no part of any Loan will be used for personal, family, household or
agricultural purposes.
14. 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.
15. MORE THAN ONE CUSTOMER. If more than one person signs this Agreement
as Customer, Lender may at its option and without notice refuse any Loan request
of any Customer. Any Customer may request Loans under this Agreement. Each
Customer is jointly and severally liable for all Loans and other obligations
under this Agreement.
16. 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 on the reverse
side, 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 6 shall be effective until
received by ▇▇▇▇▇▇ and Lender has a reasonable opportunity to set on the notice.
17. ADDRESS. Customer's address is shown on the reverse side. Customer
shall immediately notify Lender in writing of any change of address.
18. INTERPRETATION. The validity, construction and enforcement of this
Agreement are governed by the internal laws of Wisconsin. Invalidity or
unenforceability or any provision of this Agreement shall not affect the
validity or enforceability of any other provisions of this Agreement.
19. OTHER PROVISIONS. (If none stated, there are no other provisions.)