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Exhibit 10.2
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TERM CREDIT AGREEMENT |
Boxes not checked are inapplicabvle. |
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(Business
Loans) |
The
Middleton Doll Company
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| (Name of
Customer) |
The above
named customer (“Customer,” whether one or more) agrees
with Town Bank 850 W. North Shore Drive, Hartland, WI 53029
(“Lender”) as follows:
1.
Term Loan . (Check (a) or (b); only one shall
apply)
(a)
Single Note; Multiple Advances . |_| If checked here,
Customer requests that Lender lend to Customer from time to time
such amounts as Customer may request, in accordance with this
Agreement (the “Loan”), and subject to the terms of
this Agreement, Lender agrees to lend such amounts up to the
aggregate amount advanced of $ n/a (the “Credit
Limit”) in one or more advances before n/a .
Customer’s obligation to repay the Loan shall be evidenced by
a promissory note (the “Note”) in substantially the
form of Exhibit A attached to this Agreement with blanks
appropriately filled in and payable to the order of Lender;
provided that Customer shall only be obligated to pay amounts which
Lender has advanced. Amounts advanced to Customer and repaid to
Lender may not be reborrowed by Customer under this
Agreement.
(b)
Multiple Notes; Multiple Advances . |X| If checked here, and
in consideration of extensions of credit from Lender to Customer
from time to time, Lender and Customer agree that sections 4
through 19 of this Agreement shall apply to each such extension of
credit unless evidenced by a document which states it is not
subject to this Agreement. The term “Loan” includes all
such extensions of credit. The term “Note” includes
each promissory note evidencing Customer’s obligation to
repay an extension of Credit. This Agreement does not constitute a
commitment by Lender to make such extensions of credit to
Customer.
2.
Loan Procedures . Customer may obtain advances of the Loan
under this Agreement by giving Lender at least ___________ business
days’ prior notice of any advance requested, specifying the
date and amount of the advance. Lender will make the funds
available to Customer |_| by crediting the amount of the advance to
Customer’s account (Account No. ______________) with Lender
|_| by _________________________________. Each advance which is
less than the remaining amount available to Customer under this
Agreement shall be in an amount of no less than $_____________. |_|
Lender’s obligation to make each advance is subject to the
further condition that Lender shall have received a certificate
signed by Customer, dated the date of the request for the advance
and stating that the representations and warranties in section 4
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 advance.
3.
Conditions to Loan . Lender’s obligation to make the
initial advance of the Loan is subject to the satisfaction of the
following conditions:
(a)
Lender shall have received the Note duly executed by
Customer.
(b)
|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:
______________________________________________________________________
____________________________________________________________________________________________________________
(c)
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 to the Board
of Directors of Customer authorizing the issuance, execution and
delivery of this Agreement, the Note and the 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, the Note and the Security
Documents, if any; |
Term Credit
Agreement Cont.
Page 2 of 7
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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, the Note 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 titles of the
representatives of Customer authorized to sign this Agreement, the
Note and the Security Documents, if any, together with true
signatures of such representatives, and of such other matters as
Lender may reasonably request. |
(d)
|_| Lender shall have received a statement of sole ownership
executed by the sole proprietor.
(e)
|_| Lender shall have received the following additional
documentation executed by the trust and/or trustee: n/a
.
(f)
|_| Lender shall have received from counsel for Customer a
favorable opinion satisfactory to Lender covering the matters
described in sections 4(c) and 4(d), 4(e), 4(f) or 4(g), as
applicable, and 4(k) of this Agreement and such other matters as
Lender may reasonably request.
(g)
|X| Lender shall have received a guaranty of payment of the Loan
duly executed by ____________
_______________________________________________________________ on
WBA from _________________.
(h)
All proceedings taken by Customer in connection with the Loan, 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.
Representations and Warranties . Customer represents and
warrants to Lender that on the date of each advance of the
Loan:
(a)
No part of the Loan will be used for personal, family or, household
purposes.
(b)
Customer will not use any part of the proceeds of the Loan to
purchase or carry any margin stock within the meaning of
Regulation U of the Board of Governors of the Federal Reserve
System.
(c)
The execution and delivery of this Agreement, the Note and the
Security Documents, and the performance by Customer of its
obligations under this Agreement, the Note 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, of 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, the Note and the Security Documents, when executed
and delivered, will constitute the valid and binding obligations of
Customer enforceable in accordance with their terms.
(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.
(e)
|_| Customer is a n/a partnership legally organized, validly
existing and in good standing under the laws of the State of
n/a .
(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 duty qualified to do business and is in good
standing in every jurisdiction in which the nature of its business
or its ownership of property requires such
qualification.
Term Credit
Agreement Cont.
Page 3 of 7
(g)
|_| Customer is a |_| testamentary trust
n/a
(Probate
Caption and File Number)
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revocable living trust |_| irrevocable living trust
n/a
(Name
and Address of Trust)
n/a validly existing under the laws
of the State of n/a and the trust
has not been revoked or terminated.
(h)
Customer’s exact legal name is set forth following Section 19
below.
(i)
If the Customer is an individual, the address of Customer’s
principal residence is as set forth below Section 19. 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 19.
(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.
(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,
u
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