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05-0731_AMERICAN STERLING BANK_Change of Terms AgreementCnANGE IN TERMS AGREEMENT t?riataipai ` Lin Gate �tty Laart leo CtffColl licawvvnt Cx(tin $XSfl 000 iti► . 07"t200�a . ;fid8 f?151T49t►1 �,• References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any Rem above containing ""'" has been omitted due to text IengUr limitations. Borrower: Boys & Girls Clubs of Capistrano Valley, a Lender: AMERICAN STERLING BANK California Non -Profit Corporation (TIN: Sugar Creek Financial Center 33-0529575) 535 South Sterling One Via Positive P. O. Box 8500 San Juan Capistrano, CA 92675 Sugar Creek, MO 64054 Principal Amount: $750,000.00 Initial Rate: 7.750'% Date of Agreement: July 31, 2005 DESCRIPTION OF EXISTING INDEBTEDNESS. Original Promissory Note and Loan 51749901 dated 06/28/1999 in the amount of $1,300,000.00 which matures on 05/28/2006; subsequently refinanced to mature on 07/31/2005; subsequently renewed to mature on 07/31/2008. DESCRIPTION OF COLLATERAL Commercial Security Agreement dated 06/2811999, securing current and future capital contributions to Boys & Gids Clubs of Capistrano Valley, further secured by a UCC filed with the Secretary of State of Califomia on 10/01/1999, original file number: 9928160529. This loan is also secured by a $750,000.00 Guarantee from the City of San Juan Capistrano dated 08/05/2002 and 07/31/2005. DESCRIPTION OF CHANGE IN TERMS. Renew line of credit for three (3) years maturing on 07/31/2008. Refer to LOAN COVENANTS for additional changes. All other terms and conditions remain the same. PROMISE TO PAY. Boys & Girls Clubs of Capistrano Valley, a California Nat -Profit Corporation ("Borrower") promises to pay to AMERICAN STERLING BANK ("Lender"), or order, in lawful money of the United States of America, the principal amount of Seven Hundred Fifty Thousand & 00/100 Dollars ($750,000.00) or so much as may be outstanding, together with Interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance. PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on July 31, 2008. In addition, Borrower will pay regular monthly payments of all accrued unpaid Interest due as of each payment date, beginning August 31, 2005, with all subsequent Interest payments to be due on the same day of each month atter that Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. Interest on this Agreement Is computed on a 365/360 simple Interest basis; that is, by applying the ratio of the annual Interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Agreement is subject to change from time to time based on changes in an independent index which is the Wall Street Journal Prime Rate (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term o1 rhis loan, Lender may designate a Gubstitute index after notice to Borrower. Lendcr will tell Bor,,:wer the current Index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Le;,-ip. , may make loans based on other rates as well. The Index currently is 6.250% per annum. The interest rate to be applied to the unpaid principal balance of the Note will be at a rate of 1.500 percentage points over the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting In an initial rate of 7.750% per annum. Notwithstanding the foregoing, the variable interest rate or rates provided for in the Note will be subject to the following minimum and maximum rates. NOTICE: Under no circumstances will the interest rate on the Note be less than 7,750% per annum or more than the maximum rate allowed by applicable law. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than R is due.- Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept R without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications conceming disputed amounts, Including any check or other payment instrument that Indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: AMERICAN STERLING BANK, Sugar Creek Financial Center, 535 South Sterling, P. O. Box 8500, Sugar Creek, MO 64054. LATE CHARGE. If a payment is more than 10 days late, Borrower will be charged 5.000°% of the regularly scheduled payment INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Agreement to 26A00"% per annum. The interest rate will not exceed the maximum rate penrpitted by applicable law. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to crampy with or to perform any tens, obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrowers behalf under this Agreementor the. Related Documents is false or misleading in any material respect, either now or atthe time, made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrowers existence as a going business, the insolvency of Borrower, the appoinUnent of a receiver for any part of Borrowers property; any assignment. for the benefit of creditors, any type of creditor workout, or the commencement at any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower orby any governmentalagency against any collateral securing lite Indebtedness. This includes a gamishment of any of Borrowers accounts, including deposit accounts,. with Lender: However, this Event, of Default shall not apply if there is a good faith dispute by Borrower as tothe validity or reasonableness of the claim which is the basis of the creditsor forfeiture proceeding and if Borrower gives Lender written noticeofthe creditor or forfeiture proceeding and deposits with Lender monles or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequatereserve- or bondfor the dispute. CHANGE IN TERMS AGREEMENT Loan No: 0151749901 (Continued) Page 2 Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default Change In Ownership. Any change in ownership of twenty-five percent (25%) or more of the comran stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the sante provision of this Agreement within the preceding twelve (12) months, it may be cured If Borrower, after receiving written notice from Lender demanding cure of such default (1) cures the default within fifteen (15) days; or (2) ff the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Agreement and all accrued unpaid 'interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Missouri without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Missouri. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Jackson County, State of Missouri. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Le: der's -option, to administratively freeze all such accounts to aCnjv Lender to protect Lender's charge and setoff rights provided in this paragraph. LINE OF CREDIT. This Agreement evidences a revolving line of credit Advances under this Agreement may be requested only in writing by Borrower or as provided in this paragraph. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. The following persons currently are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of their authority: K. Erik Friess, Boardlst Vice President of Boys & Girls Clubs of Capistrano Valley, a California Non -Profit Corporation; Mike Helton, Board Treasurer; and Tom Brabeck, Board President of Boys & Girls Clubs of Capistrano Valley, a California Non -Profit Corporation. Borrower agrees to be liable for all sums either. (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Agreement at any time may be evidenced by endorsements on this Agreement or by Lender's internal records, including daily computer printouts. Lender will have no obligation to advance funds under this Agreement R: (A) Borrower or any guarantor is in default under the terms of this Agreement or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Agreement; (B) Borrower or any guarantor ceases doing business or is Insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Agreement or any other loan with Lender, (D) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lender, or (E) Lender in good faith believes itself insecure. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including aocomutodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the ran -signing party consents to the changes and provisions of this Agreement or otherwise will not be released by It. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. LOAN COVENANTS. if the loan balance is reduced from $750,000.00 to be later advanced up to the credit limit of $750,000.00, subject to the same temp and conditions of the original note, any re -advances must be repaid within the same fiscal year borrowed. SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement on transfer of Borrower's interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than Borrower, Lender, without notice to Borrower, may deal with Borrower'ssuccessors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Borrower from the obligations of this Agreement or liability under the Indebtedness. MISCELLANEOUS PROVISIONS. Lender may delay or forgo enforcing any of its:. rights or remedies under this Agreement without losing. them. Borrower andany other person who signs, guarantees or endorses this Agreement;to theextent allowed: by taw; waive presentment; demandfor payment, and notice of dishonor. Upon any change in the terms of this Agreement; and unless otherwise expressly stated in writing, no party who signs this. Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this ban or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Larder's security Interest in the collateral; and take any other action •deemed. necessary by Lenderwithout the consent of or notice to. anyone. All such parties also agree that Lender may modify this loan without theconsentof or notice to anyone other than the party. with whore the modification is made. The obligations under this, Agreement are joint and several. _. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A. DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON CHANGE IN TERMS AGREEMENT Loan No: 0151749901 (Continued) Page 3 WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND -US (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE AGREEMENT. CHANGE IN TERMS SIGNERS: BOYS & GIRLS CLUBS OF CAPISTRANO VALLEY, A CALIFORNIA NON-PROFIT CORPORATION By: By: K. Erik Friess, Board 1st Vice President of Boys & Tom Brabeck, Board President of Boys & Girls Girls Clubs of Capistrano Valley, a California - Clubs of Capistrano Valley, a California Non -Profit Non -Profit Corporation Corporation By: Mike Helton, Board Treasurer of Boys & Girls Clubs of Capistrano Valley, a California Non -Profit Corporation usw v,a,.ens w.. sa mms cew. ww n�.ww sa.m., ice. ,�, ma. www. w..r . uo iecoxcxrwecmwemc.sc rn�n