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Exhibit 10.1
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REVOLVING CREDIT AGREEMENT |
Boxes not checked |
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(Business
Loans) |
are
inapplicable |
License Products, Inc. And Lee Middleton Original Dolls,
Inc., As Co-Borrowers
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.
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
control
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