Exhibit 99.2
NOTE AND SECURITY AGREEMENT
For value received, Whitewing Environmental Corp. of 000 Xxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx, referred to as debtor, promises to pay to the order of
Xxxxxxxx Xxxxx and Xxxxx Dancer, referred to as secured party, pursuant to a
payment allocation provided herein, One Hundred Seventy Three Thousand One
Hundred Twenty One and 56/100 Dollars ($173,121.56), with interest thereon at
the rate of seven and one half percent (7.5%) per annum.
1. Payments
Payment shall be made in thirty six equal monthly installments of Five
Thousand Five Hundred Fifty Five and 56/100 Dollars ($5,555.56) each, except the
final installment, which shall be for the balance then due on this note. Each
installment is payable on the 1st day of each month, commencing on September 1,
2003. The attached amortization schedule shall be used to determine the amount
of principal included in each payment.
Payments shall be allocated as follows:
Xxxxxxxx Xxxxx 56% or $3,111.11
Xxxxx Dancer 20% or $1,111.12
Xxxxxx XxXxxxxx 16% or $ 888.89
Xxxxx Xxxxxxxxx 8% or $ 444.44
2. Security
To secure payment of this note debtor grants to secured party a
security interest in one hundred (100) Shares of Advanced Recovery Solutions,
Inc. Common Stock, which constitutes 50% of all issued and outstanding Shares.
Debtor agrees that until this Note is paid in full, no additional shares shall
be issued.
Until default under this note and agreement, debtor shall have
beneficial ownership of the shares and shall exercise all voting rights thereof,
and shall otherwise use the shares in any lawful manner not inconsistent with
this note and security agreement.
For every two thousand five hundred dollars ($2,500.00) in principal
payment made by the debtor, one (1) shares shall be released from escrow to
debtor. Upon the delivery of the final payment, all shares shall be released to
debtor.
The parties acknowledge that there will not be a physical transfer of
shares each time a payment is made. Rather, in the event of a default, the
amount of principal paid pursuant to the attached amortization schedule shall be
determined and the 100 shares shall be divided accordingly. Thus, if debtor made
$25,000.00 in principal payments, 10 shares shall be released to the debtor and
90 shares returned to the secured party.
3. Warranties
Debtor warrants and agrees that:
a. Debtor has, or immediately will acquire, full title to collateral,
and shall keep collateral free of all liens and claims whatsoever, other than
the security interest granted in this security agreement.
b. Debtor will not sell, transfer, or otherwise convey any interest in
collateral except with the prior, express, and written consent of secured party.
c. Debtor will immediately give written notice to secured party of any
change in the principal place of business of debtor.
e. Collateral shall be kept at the address of debtor shown above and
shall not be moved without the prior, express, and written consent of secured
party.
4. Reimbursement of Expenses
Secured party may perform any obligation of debtor under this note and
agreement that debtor fails to perform, and secured party may take any other
action that secured party deems necessary for the maintenance or preservation of
any of the collateral or the interest of secured party in such collateral.
Debtor shall immediately reimburse secured party for all expenses incurred
pursuant to and in connection with this provision.
5. Delinquent Payments
Debtor shall pay late charges of five percent (5%) on any installment
more than 15 days delinquent.
6. Default
The occurrence of any of the following events shall constitute a
default:
a. Any material false or misleading statement, representation, or
warranty of debtor in this note and agreement or in any other writing at any
time furnished by debtor to secured party.
b. Nonpayment of an installment 30 days past the payment due date.
c. Insolvency of debtor, assignment for the benefit of creditors by
debtor, or institution of any proceeding by or against debtor alleging that
debtor is insolvent.
d. Dissolution, merger, or consolidation of debtor, or transfer of a
substantial part of its property.
7. Remedies
On any default under this agreement, secured party shall give notice of
default to the debtor. Debtor shall then have 15 days to cure said default. If
the debtor does not cure the default, the secured party shall have the option of
demanding that all remaining installments on the note due and payable by issuing
a written notice of default and demand for payment.
If debtor does not make full payment within 15 days of receipt of the
written notice of default and demand for payment, then the collateral shall be
calculated and the correct number of shares forthwith released to secured party.
Upon receipt of said shares by secured party, this note shall be cancelled.
Debtor shall pay all costs incurred by secured party in enforcing its
rights under this note and agreement, including reasonable attorney's fees.
Any payment overdue more than 30 days will accrue interest at the rate
of 2% per month.
8. Waiver
No delay by secured party in the exercise of any right under this note
and agreement shall operate as a waiver of such right and no partial exercise by
secured party of any right or remedy under this note and agreement shall
preclude further exercise of such right or the exercise of any other right or
remedy under this agreement.
9. Construction
Whenever possible, each provision of this note and agreement shall be
interpreted in such manner as to be effective and valid under applicable law. If
any such provision shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or the remaining provisions
of this note and agreement.
10. Binding effect
The rights and privileges of secured party under this note and
agreement shall inure to the benefit of its successors and assigns.
11. Governing Law
This agreement and all rights and obligations under this agreement,
including matters of construction, validity, and performance, shall be governed
by the law of the State of New Jersey.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of
the day and year first above written.
WITNESS:
Whitewing Environmental Corp.
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxx Xxxxxx
---------------------------------- ------------------------------------
Xxxxxx Xxxxx, Secretary Xxxxxx Xxxxxx, Chairman
/s/ Xxxxxxxx Xxxxx
---------------------------------- ------------------------------------
Xxxxxxxx Xxxxx
/s/ Xxxxx Dancer
---------------------------------- ------------------------------------
Xxxxx Dancer
Perry & Dancer to Whitewing - ARS Shares
Compound Period: Monthly
Nominal Annual Rate: 7.500 %
CASH FLOW DATA
------- --------------- ------------------ ------------------ -------------- ------------- ------------------
EVENT DATE AMOUNT NUMBER PERIOD END DATE
------- --------------- ------------------ ------------------ -------------- ------------- ------------------
1 Loan 03/01/2003 173,121.56 1
2 Payment 09/01/2003 5,555.56 36 Monthly 08/01/2006
AMORTIZATION SCHEDULE - Normal Amortization
DATE PAYMENT INTEREST PRINCIPAL BALANCE
----------------------- ------------------ ----------------- ----------------- ------------------ ------------------
Loan 03/01/2003 173,121.56
1 09/01/2003 5,555.56 6,594.35 1,038.79- 174,160.35
2 10/01/2003 5,555.56 1,088.50 4,467.06 169,693.29
3 11/01/2003 5,555.56 1,060.58 4,494.98 165,198.31
4 12/01/2003 5,555.56 1,032.49 4,523.07 160,675.24
2003 Totals 22,222.24 9,775.92 12,446.32
5 01/01/2004 5,555.56 1,004.22 4,551.34 156,123.90
6 02/01/2004 5,555.56 975.77 4,579.79 151,544.11
7 03/01/2004 5,555.56 947.15 4,608.41 146,935.70
8 04/01/2004 5,555.56 918.35 4,637.21 142,298.49
9 05/01/2004 5,555.56 889.37 4,666.19 137,632.30
10 06/01/2004 5,555.56 860.20 4,695.36 132,936.94
11 07/01/2004 5,555.56 830.86 4,724.70 128,212.24
12 08/01/2004 5,555.56 801.33 4,754.23 123,458.01
13 09/01/2004 5,555.56 771.61 4,783.95 118,674.06
14 10/01/2004 5,555.56 741.71 4,813.85 113,860.21
15 11/01/2004 5,555.56 711.63 4,843.93 109,016.28
16 12/01/2004 5,555.56 681.35 4,874.21 104,142.07
2004 Totals 66,666.72 10,133.55 56,533.17
17 01/01/2005 5,555.56 650.89 4,904.67 99,237.40
18 02/01/2005 5,555.56 620.23 4,935.33 94,302.07
19 03/01/2005 5,555.56 589.39 4,966.17 89,335.90
20 04/01/2005 5,555.56 558.35 4,997.21 84,338.69
21 05/01/2005 5,555.56 527.12 5,028.44 79,310.25
22 06/01/2005 5,555.56 495.69 5,059.87 74,250.38
23 07/01/2005 5,555.56 464.06 5,091.50 69,158.88
24 08/01/2005 5,555.56 432.24 5,123.32 64,035.56
25 09/01/2005 5,555.56 400.22 5,155.34 58,880.22
26 10/01/2005 5,555.56 368.00 5,187.56 53,692.66
27 11/01/2005 5,555.56 335.58 5,219.98 48,472.68
28 12/01/2005 5,555.56 302.95 5,252.61 43,220.07
2005 Totals 66,666.72 5,744.72 60,922.00
29 01/01/2006 5,555.56 270.13 5,285.43 37,934.64
30 02/01/2006 5,555.56 237.09 5,318.47 32,616.17
31 03/01/2006 5,555.56 203.85 5,351.71 27,264.46
32 04/01/2006 5,555.56 170.40 5,385.16 21,879.30
33 05/01/2006 5,555.56 136.75 5,418.81 16,460.49
34 06/01/2006 5,555.56 102.88 5,452.68 11,007.81
35 07/01/2006 5,555.56 68.80 5,486.76 5,521.05
36 08/01/2006 5,555.56 34.51 5,521.05 0.00
2006 Totals 44,444.48 1,224.41 43,220.07
Grand Totals 200,000.16 26,878.60 173,121.56
