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Promissory Note EXHIBIT 10.9
CEBA 98-CEBA-03
PAGE 1
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT
CEBA LOAN AGREEMENT
CEBA LOAN NUMBER: 98-CEBA-03
AWARD DATE: AUGUST 21, 1997
KIND OF AWARD: Loan/Forgivable Loan
AWARD AMOUNT: $70,000
THIS COMMUNITY ECONOMIC BETTERMENT ACCOUNT ("CEBA") AGREEMENT is made by
and among the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, 000 Xxxx Xxxxx Xxxxxx,
Xxx Xxxxxx, Xxxx 00000 ("Department" or "IDED"), City of Coralville, City Hall,
1512 Xxxxxxxxxx, Xxxx 00000 ("Community"), and Urosurge, Inc. 0000 Xxxxxxxxx
Xxxx, Xxxxxxxxxx, Xxxx 00000 ("Business").
The Department desires to make a loan to the Community for the benefit of
the Business and the Community desires to accept this loan, all upon the terms
and conditions set forth in this Agreement. The Community desires to make a loan
to the Business and the Business desires to accept this loan, all upon the terms
and conditions set forth in this Agreement.
THEREFORE, in consideration of the mutual promises contained in this
Agreement and other good and valuable consideration, it is agreed as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall apply:
1.1 AGREEMENT EXPIRATION DATE. "Agreement Expiration Date" means the
date the Agreement ceases to be in force and effect. The Agreement expires upon
the occurrence of one of the following: a) the Loan is repaid in full or
required part, including accrued interest, court costs and any penalties; b) the
Agreement is terminated by the Department due to any default under Article X; c)
no disbursement of CEBA funds has occurred within the twenty four months
immediately following the Award Date; or d) if the Agreement includes only a
Forgivable Loan, at the end of the three (3) year period beginning with the
Project Completion Date during which the Job Attainment Obligation has been
fulfilled and notice of same has been provided by IDED.
1.2 AWARD DATE. "Award Date" means the date on which the Economic
Development Board approved the IDED CEBA participation.
1.3 COMMUNITY BASE JOBS. "Community Base Jobs" means the number of
Full-time Equivalent (FTE) Jobs the Department determines are in place in the
Community at the time of application for CEBA funds and which will remain in the
Community whether or not CEBA funds are awarded. Said jobs must be maintained
for a minimum of thirteen (13) weeks beyond the Project Completion Date. If the
Agreement includes a Forgivable Loan, said jobs must again be in place at the
third (3rd) year anniversary of the Project Completion Date.
1.4 CREATED JOBS. "Created Jobs" means the number of new Full-time
Equivalent (FTE) Jobs the Business will add to the Community which meet the
Project Wage Obligation over and above the number of Community Base Jobs and/or
Retained Jobs. Said jobs must be maintained for a minimum of thirteen (13)
weeks beyond the Project Completion Date. If the Agreement includes a Forgivable
Loan, said jobs must again be in place at the third (3rd) year anniversary date
of the Project Completion Date.
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1.5 FORGIVABLE LOAN. "Forgivable Loan" means a loan for which repayment
is eliminated in part or entirely if the Community and Business satisfy the
terms of this Agreement, including the Job Attainment and Wage Obligations
stated in Article VII.
1.6 FULL-TIME EQUIVALENT (FTE) JOB. "Full-time Equivalent (FTE) Job"
means the equivalent of employment of one (1) person for eight (8) hours per day
for a five (5) day forty (40) hour workweek for fifty two (52) weeks per year.
1.7 JOB ATTAINMENT OBLIGATION. "Job Attainment Obligation" means the
aggregate total number of Community Base Jobs, Retained Jobs, Created Jobs and
State Employment Level pledged by the Community and Business.
1.8 LOAN. "Loan" means either a conventional loan or a Forgivable Loan,
or both, the terms of which are or may be set forth in this Loan Agreement.
1.9 LOAN AGREEMENT or AGREEMENT. "Loan Agreement" or "Agreement" means
this Agreement, the Project budget and all of the notes, leases, assignments,
mortgages, and similar documents referred to in the Agreement and all other
instruments or documents executed by the Business or Community or otherwise
required in connection with the Agreement, including but not limited to the
following:
a. Attachment A, Project Budget.
b. Attachment B1, Promissory Note of the Business.
c. Attachment B2, Promissory Note of the Community.
d. Attachment C, CEBA Application for Assistance
e. List of positions and associated hourly rate of pay to be
created and/or retained as a result of this project. Those positions
paying equal to or greater than the project Wage Threshold must be
highlighted.
1.10 PROJECT. "Project" means the detailed description of the work,
services, job attainment requirements and other obligations to be performed or
accomplished by the Community and Business as described in this Agreement and
the CEBA application approved by the Department.
1.11 PROJECT COMPLETION DATE. "Project Completion Date" means September
30, 1999 and is the date by which the Project tasks shall have been fully
accomplished including fulfillment of the Job Attainment Obligation.
1.12 PROJECT WAGE OBLIGATION. The "Project Wage Obligation" is at least
85% of the County Average wage as compiled from data from the Department of
Employment Services. The "Project Wage Obligation" for this project is a
starting wage of at least $8.09/hour.
1.13 RETAINED JOBS. "Retained Jobs" means the number of Full-time
Equivalent (FTE) Jobs the Department determines are in place in the Community at
the time of application for CEBA assistance and which the Business and Community
agree will be retained due to receipt of the CEBA funds. Said jobs must be
maintained for a minimum of thirteen(13)weeks beyond the Project Completion
Date. If the Agreement includes a Forgivable Loan, said jobs must again be in
place at the third (3rd) year anniversary of the Project Completion Date.
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ARTICLE II
FUNDING
2.1 FUNDING SOURCE. The source of funding for the Loan is an
appropriation by the State legislature for the CEBA Program. With respect to the
closing of the Loan, processing of post-closing documents and administration of
the Loan until paid in full, the Business and Community shall comply with the
requirements, conditions and rules of the Department and any other public or
private entity having authority over the funds or the Loan.
2.2 RECEIPT OF FUNDS. All payments under this Agreement are subject to
receipt by the Department of sufficient State funds for the CEBA program. Any
termination, reduction or delay of CEBA funds to the Department shall, at the
option of the Department, result in the termination, reduction or delay of CEBA
funds to the Community and the Business.
2.3 PRIOR COSTS. No expenditures made prior to the Award Date may be
included as Project costs for the purposes of this Agreement.
2.4 DISBURSEMENT OF LESS THAN THE TOTAL AWARD AMOUNT. If the total award
amount has not been disbursed within one hundred twenty (120) days of the
Project Completion Date, then the Department shall be under no obligation for
further disbursement. And, the Community and Business shall be obligated to the
extent of Loan proceeds received.
ARTICLE III
TERMS OF LOAN
3.1 LOAN. The Department agrees to make a LOAN in the amount of $35.000
with interest at Zero (0%) percent for Five (5) years and a FORGIVABLE LOAN in
the amount of $35,000 with interest at Six (6%) percent for Five (5) years to
the Community on behalf of the Business to assist in the financing of the
Project. Interest begins accruing at the date of disbursement of funds.
3.2 PROMISSORY NOTES. The obligation to repay the Loan shall be
evidenced by Promissory Notes executed by the Business and the Community.
3.3 OTHER TERMS.
1) UCC-1 security filing covering: Machinery and Equipment owned
by the Business with a value of at least $70,000.
3.4 PREPAYMENT. The outstanding principal and accrued interest of this
Loan, or any part thereof that is not forgiven, may be prepaid in part or in
full at any time without penalty.
3.5 ACCELERATION UPON DEFAULT. If there is a failure to pay any
installment of principal and interest when due, or only a portion is paid, or in
the event of any other default under this Loan, the Department may declare the
entire unpaid principal and all accrued interest immediately due and payable.
3.6 FORGIVABLE LOAN AMORTIZATION. If the award includes a Forgivable
Loan, the Department will, in its sole discretion, determine if the Business has
satisfied the terms of this Agreement, including fulfillment of the Job
Attainment and Wage Obligation by the Project Completion Date. If the Department
determines that the Business has satisfied said terms and has continued to
satisfy said terms for thirteen (13) weeks past the Project Completion Date,
then principal and interest which would otherwise have accrued for the time
period beginning with the Award Date and ending with the Project
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Completion Date shall be waived and, barring default, no payments on the
Forgivable Loan shall be due until the third (3rd) year anniversary of the
Project Completion Date. If the Department determines that the Business has
satisfied said terms, including fulfillment of the Job Attainment Obligation, at
the third (3rd) year anniversary of the Project Completion Date, then repayment
of the Forgivable Loan shall be permanently waived.
ARTICLE IV
CONDITIONS TO DISBURSEMENT OF FUNDS
Unless and until the following conditions have been satisfied, the
Department shall be under no obligation to disburse to the Community or Business
any amounts under the Loan Agreement:
4.1 AUTHORITY. The Business shall have submitted the following documents
to the Department:
a. Certificate of Good Standing of the corporation.
b. Certified copy of the corporation's Articles of Incorporation.
c. Certificate of Incumbency naming the current officers and directors
of the corporation.
d. Resolution of the Board of Directors authorizing the corporation's
execution and delivery of this Loan Agreement and the Note and borrowing
hereunder, and such other papers as the Department may reasonably request;
and specifying the officer(s) authorized to execute the Loan Agreement and
bind the corporation.
4.2 PROJECT SCHEDULE. The Community and the Business shall have
submitted a completed Project schedule on the form provided by the Department
and received the Department's approval of the Project schedule.
4.3 CONSULTATION WITH EMPLOYMENT SERVICES. The Business shall have
provided documentation to the Department that it has consulted with the area
Department of Employment Services (DES) Workforce Center office to discuss
employment services available. In addition, the Business must provide to DES
agencies a list of positions to be created including job descriptions and
qualifications.
4.4 LOAN AGREEMENT EXECUTED. The Loan Agreement shall have been properly
executed and, where required, acknowledged.
4.5 PROJECT FINANCIAL COMMITMENTS. The Business and Community shall have
submitted a letter from each of the following committing to the specified
financial involvement in the Project and received the Department's approval of
the letters of commitment including rate and terms:
Source Type Amount
------ ---- ------
City of Coralville Grant/leasehold improvements $70,000
Urosurge Equity $7,012,000
Each letter shall include the amount, terms and conditions of the financial
commitment, as well as any applicable schedules.
4.6 RECORDING. The Business and Community shall have properly recorded
in the appropriate office of the Recorder of Deeds and/or the Secretary of State
any mortgage, security agreement, financing statement or similar document
required by the Department under the Loan Agreement, with all recording
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charges paid.
4.7 SOLID AND HAZARDOUS WASTE REDUCTION PLAN. A Business which generates
solid or hazardous waste shall have submitted the following information
concerning the project site:
a. A copy of the completed audit and management plan if the
Business has conducted an in-house or an external audit and a corresponding
management plan within the last three years; or
b. If the Business has not conducted an in-house or external
audit and corresponding management plan within the last three years, a copy of a
letter from the Iowa Department of Natural Resources or the Iowa Waste Reduction
Center indicating they have met with the Business and an external audit has been
initiated, or, a copy of the outline of the Business' proposed in-house audit
and a description of how and when the audit will be performed. Furthermore, the
Business shall submit a copy of the completed in-house or external audit within
30 days of its completion or receipt, which time period shall not exceed 90 days
from the disbursement date of the financial assistance.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUSINESS
To induce the Department to make the Loan referred to in this Agreement,
the Business represents, covenants and warrants that:
5.1 AUTHORITY. The Business is a corporation duly organized and validly
existing under the laws of the state of incorporation and is in good standing,
and has complied with all applicable laws of the State of Iowa. The Business is
duly authorized and empowered to execute and deliver the Loan Agreement. All
action on the Business' part, such as appropriate resolution of its Board of
Directors for the execution and delivery of the Loan Agreement, has been
effectively taken.
5.2 FINANCIAL INFORMATION. All financial statements and related
materials concerning the Business and the Project provided to the Department are
true and correct in all material respects and completely and accurately
represent the subject matter thereof as of the effective date of the statements
and related materials, and no material adverse change has occurred since that
date.
5.3 APPLICATION. The contents of the application the Business submitted
to the Department for CEBA funding is a complete and accurate representation of
the Business and the Project as of the date of submission and there has been no
material adverse change in the organization, operation, business prospects,
fixed properties or key personnel of the Business since the date the Business
submitted its CEBA application to the Department.
5.4 CLAIMS AND PROCEEDINGS. There are no actions, lawsuits or
proceedings pending or, to the knowledge of the Business, threatened against the
Business affecting in any manner whatsoever their rights to execute the Loan or
the ability of the Community or Business to make the payments required under the
Loan, or to otherwise comply with the obligations of the Business contained
under the Loan. There are no actions, lawsuits or proceedings at law or in
equity, or before any governmental or administrative authority pending or, to
the knowledge of the Business, threatened against or affecting the Business or
any property or collateral pledged as security for the Loan.
5.5 PRIOR AGREEMENTS. The Community and the Business separately or
jointly have not entered into any verbal or written contracts, agreements or
arrangements of any kind which are inconsistent with the Loan Agreement.
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5.6 EFFECTIVE DATE. The covenants, warranties and representations of
this Article are made as of the date of this Agreement and shall be deemed to be
renewed and restated by the Business at the time of each advance or request for
disbursement of funds.
ARTICLE VI
COVENANTS OF BUSINESS
6.1 AFFIRMATIVE COVENANTS. Until payment in full or required part, or
forgiveness of the Loan, the Business covenants with the Community and IDED
that:
(a) PROJECT WORK AND SERVICES. The Business shall complete the
work and services detailed in its CEBA application by the Project Completion
Date.
(b) JOB ATTAINMENT OBLIGATION. By the Project Completion Date and
as the Agreement may require for additional time periods thereafter,, the
Business shall have fulfilled its Job Attainment Obligation described in Article
VII of this Agreement.
(c) BUSINESS RETENTION. The Business shall have and maintain in
the Community (and State, if required) the Business premises and operations at
least through the Agreement Expiration Date.
(d) RECORDS AND ACCOUNTS. The Business shall maintain job data
information, books, records, documents and other evidence pertaining to all
costs and expenses incurred and revenues received under this Loan Agreement
concerning the project, in sufficient detail to reflect all costs, direct and
indirect, of labor, materials, equipment, supplies, services and other costs and
expenses of whatever nature, for which payment is claimed under this Loan
Agreement. The Business shall retain all records for a period of three (3) years
from the Agreement Expiration Date.
(e) ACCESS TO RECORDS/INSPECTIONS. The Business shall, without
prior notice and at any time (during normal business hours), permit the
Community and its representatives and the Department, its representatives or the
State Auditor to examine, audit and/or copy (i) any plans and work details
pertaining to the Project, (ii) all of the Business' books, records and
accounts, and (iii) all other documentation or materials related to this Loan;
the Business shall provide proper facilities for making such examination and/or
inspection.
(f) USE OF LOAN FUNDS. The Business shall expend funds received
under the Loan only for the purposes and activities described in its CEBA
Application and approved by the Department.
(g) DOCUMENTATION. The Business shall deliver to the Community
and/or IDED, upon request, (i) copies of all contracts or agreements relating to
the Project, (ii) invoices, receipts, statements or vouchers relating to the
Project, (iii) a list of all unpaid bills for labor and materials in connection
with the Project, (iv) budgets and revisions showing estimated Project costs and
funds required at any given time to complete and pay for the Project, and (v)
current and year-to-date operating statements, including but not limited to a
Profit and Loss and Balance Sheet, not older than sixty (60) days from the date
of request.
(h) NOTICE OF PROCEEDINGS. The Business shall promptly notify the
Community and IDED of the initiation of any claims, lawsuits, bankruptcy
proceedings or other proceedings brought against the Business which would
adversely impact the project, including, but not limited to, any proceedings to
assert or enforce liens against collateral securing the Loan.
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(i) REPORTS. The Business shall prepare, sign and submit the
following reports to the Community throughout the Project period:
Report Due Date
Project Schedule Prior to the first draw of CEBA Loan
proceeds
Semi-Annual Progress May 10th and November 10th for the period
Report ending April 30th and October 31st
respectively
Quarterly "Employees May 10th and November 10th for the previous
Contribution and calendar quarter
Payroll Report"
Semi-Annual Payroll May 10th and November 10th for the payroll
Register with created and/or period ending April 30th and October 31st
retained jobs paying at least respectively
$8.09 /hr. highlighted.
Status of CEBA Funds Report To request funds
Annual Report Within 90 days after the Business' fiscal
year end
Final "Employees Within 30 days after the Project Completion
Contribution and Payroll Date
Report" with created and/or
retained jobs paying at least
$8.09/hr highlighted.
Final Expenditure Summary Within 30 days of Project Completion Date
Solid and Hazardous Waste Within 30 days of completion which shall not
Plan exceed 90 days from the date of fund
disbursement
Annual Solid and Hazardous March 31 of each calendar year
Waste Progress Report
Payroll Register and "Employer's Within 120 days of Project Completion Date
Contribution Payroll Register"
90 days past the Project
Completion Date with created and/
or retained jobs highlighted
If the Agreement includes a Forgivable Loan, the Business shall prepare,
sign and submit the following reports to the Community during the time period
beginning with the Project completion Date and ending with the Agreement
Expiration Date:
Report Due Date
------ --------
"Employees Contribution and Within 30 days after Project Completion Date
Payroll Report" anniversary
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Business Payroll Register Within 30 days after Project Completion Date
(for the pay period ending anniversary
closest to the Project
Completion Date anniversary)
with created and/or retained jobs
paying at least $8.09/hr highlighted
(j) NOTICE OF BUSINESS CHANGES. The Business shall provide prompt
advance notice to the Community and the Department of any proposed change in the
Business ownership, structure or control which would materially affect the
Project.
(k) NOTICE OF MEETINGS. The Business shall notify the Community
and the Department at least ten (10) working days in advance of all Board of
Directors and Stockholders meetings at which the subject matter of this Loan
Agreement or Project is proposed to be discussed. The Business shall provide the
Department with copies of the agenda and minutes of such meetings and expressly
agrees that a representative of the Department has a right to attend any and all
such meetings for the purposes of the discussion of the Project and the Loan.
(l) MAINTENANCE OF PROJECT PROPERTY AND INSURANCE. The Business
shall maintain the Project property in good repair and condition, ordinary wear
and tear excepted, and shall not suffer or commit waste or damage upon the
Project property. At the Department's request, the Business shall pay for and
maintain insurance against loss or damage by fire, tornado, and other hazards,
casualties, and contingencies and all risks from time to time included under
"extended coverage" policies. This insurance shall be in an amount not less than
the full insurable value of the Project property. The Business shall name the
Community and Department as a mortgagee and/or an additional loss payee as
appropriate and submit copies of the policies to the Department.
(m) INDEMNIFICATION. The Business shall indemnify and hold
harmless the Department, its officers and employees, from and against any and
all losses, except those losses incurred by the Department resulting from
willful misconduct or negligence on its or their part. The Business shall
indemnify and hold harmless the Community, its officers and employees from and
against any and all losses, except those losses incurred by the Community
resulting from willful misconduct or negligence on its or their part, which
losses shall include losses of the Community incurred in indemnifying and
holding harmless the Department.
(n) PROJECT FEES. The Business shall promptly pay all appraisal,
survey, recording, title, license, permit and other fees and expenses incurred
incident to the Loan.
(o) INTEREST AND SURPLUS PROCEEDS. The Business shall return all
unexpended Loan proceeds and interest accrued on Loan proceeds to the Community
within thirty (30) days after the Project Completion Date.
(p) (PROJECTS WITH CEBA AWARDS GREATER THAN $500,000). Business
shall provide at least 80% of the cost of standard medical and dental insurance
for FTE employees.
6.2 NEGATIVE COVENANTS. So long as the Business is indebted to IDED
and/or Community, the Business shall not, without prior written disclosure to
the Community and IDED and prior written consent of IDED (unless IDED prior
approval is expressly waived below), directly or indirectly:
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(a) BUSINESS' INTEREST. Assign, waive or transfer any of Business'
rights, powers, duties or obligations under this Loan Agreement.
(b) PROPERTY/COLLATERAL. Sell, transfer, convey, assign, encumber
or otherwise dispose of any of the real property or other collateral securing
the Loan.
(c) RESTRICTIONS. Place or permit any restrictions, covenants or
any similar limitations on the real property and/or other collateral securing
the Loan.
(d) REMOVAL OF COLLATERAL. Remove from the Project site or the
State all or any part of the collateral securing the Loan.
(e) RELOCATION OR ABANDONMENT. Relocate its operations, physical
facilities or jobs (including Created, Retained and Community Base Jobs)
assisted with the Loan proceeds outside the Community or abandon its operations
or facilities or a substantial portion thereof within the Community during the
Loan term.
(f) BUSINESS OWNERSHIP. Materially change the ownership structure
or control of the business affecting the Project, including but not limited to,
entering into any merger or consolidation with any person, firm or corporation
or permitting substantial distribution, liquidation or other disposal of
business assets directly associated with the Project. Changes in the business
ownership, structure or control which do not materially affect the Project shall
require forty-five (45) days prior written notice of the Community and
Department, but not written consent of, the Department. The materiality of the
change and whether or not the change affects the Project shall be determined by
the Department.
(g) BUSINESS OPERATION. Materially change the nature of the
business being conducted, or proposed to be conducted, as described in the
Business application for CEBA funding.
ARTICLE VII
JOB ATTAINMENT AND WAGE OBLIGATION
7.1 COMMUNITY EMPLOYMENT LEVEL. On the Project Completion Date, the
Business shall have in the Community a total of 50 FTE Jobs as set forth below:
Project Employment Attainment Obligation Wage Obligation
Community Base Jobs 22 NA
Retained Jobs NA NA
Created Jobs *28 at least $ 8.09 /hr
----------- -------------------
Total 50 @$8.09/hr.
* Created positions must have a minimum starting wage of at least
$8.09 per hour and must average at least $11.80 per hour.
7.2 STATE EMPLOYMENT LEVEL. On the Project Completion Date, the Business
shall have a minimum employment level in the State of Iowa, exclusive of its
Community employment level, of at least Not Applicable FTE Jobs. This State
minimum employment level shall also be maintained through the thirteenth (13th)
week after the Project Completion Date, and, if the CEBA participation includes
a Forgivable Loan, the State employment level shall again be attained at the
third (3rd) year anniversary of the Project Completion Date.
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7.3 CALCULATION OF JOB ATTAINMENT OBLIGATION. The Department has the
final authority to assess whether the Business has met its Job Attainment and
Wage Obligation at the Project Completion Date. The Department shall determine
the number of Community Base, Retained and Created FTE Jobs maintained, retained
and created by the Business. The Community and the Department reserve the right
to monitor and measure at any time during the Agreement term the number of FTE
jobs maintained and/or retained and/or created by the Business.
ARTICLE VIII
COVENANTS OF THE COMMUNITY
8.1 AFFIRMATIVE COVENANTS. Until payment in full or required part, or
forgiveness of the Loan, the Community covenants with IDED that:
(a) PROJECT WORK AND SERVICES. The Community shall perform work
and services detailed in the CEBA application by the Project Completion Date.
(b) REPORTS REVIEW. The Community shall review and sign the
reports prepared by the Business as required under the Loan Agreement and
forward them to the Department. The reports shall be submitted by the Community
by the 15th of the month of receipt, and for the final reports, within sixty
(60) days after the Project Completion Date or Agreement Expiration Date period,
whichever is applicable.
(c) RECORDS. The Community shall maintain books, records and
documents in sufficient detail to demonstrate compliance with the Loan Agreement
and shall maintain these materials for a period of three (3) years beyond the
Agreement Expiration Date.
(d) FILING. The Community shall file in a proper and timely manner
any and all Security Instruments required in connection with the Loan, naming
the Department as co-security holder as required in Article 9.1 and promptly
providing the Department with date-stamped copies of said Security Instruments.
The Community shall, at the Department's request, obtain and provide to the
Department lien searches or attorney's title opinions.
(e) INDEMNIFICATION. The Community shall indemnify and hold
harmless the Department, its officers and employees from and against any and all
losses, including any loss due to the failure of the Community to file any and
all Security Instruments in a proper and timely manner.
(f) REQUESTS FOR LOAN FUNDS. The Community shall review the
Business' requests for Loan funds to ensure that the requests are in compliance
with the Department's requisition procedures and shall execute and forward the
requests to the Department for processing.
(g) REPAYMENTS. The Community shall promptly forward to the
Department all Loan repayments received from the Business.
(h) UNUSED LOAN PROCEEDS. The Community shall return all unused
Loan proceeds, including interest accrued on Loan proceeds, to the Department
within thirty (30) days after the Project Completion Date.
(i) NOTICE OF MEETINGS. The Community shall notify the Department
at least ten (10) days in advance of all public or closed meetings at which the
subject matter of this Loan and/or the Project is proposed to be discussed. The
Community shall provide the Department with copies of the agenda and minutes of
such meetings and expressly agrees that a representative of the Department has
the right to attend any such meetings for the purposes of the discussion of the
Project and/or the Loan.
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(j) NOTICE TO DEPARTMENT. In the event the Community becomes aware
of any material alteration in the Project, initiation of any investigation or
proceeding involving the Project or Loan, change in the Business' ownership,
structure or operation, or any other similar occurrence, the Community shall
promptly notify the Department.
(k) RESPONSIBILITY UPON DEFAULT. If the Business fails to perform
under the terms of the Loan Agreement and the Department declares the Business
in default, the Community shall be primarily responsible for recovery of Loan
proceeds, as well as penalties, interest, costs and foreclosure on collateral.
The Department may also initiate an action to recover such proceeds, or may
intervene in any action commenced by the Community.
8.2 NEGATIVE COVENANTS. So long as the Business is indebted to IDED and
loan payments are in arrears or past due, the Community shall not, without
written consent of IDED, accept any loan repayments and/or settlements on
community funds considered local effort in this agreement:
(a) ASSIGNMENT. Assign its rights and responsibilities under this
Loan Agreement.
(b) ALTER FINANCIAL COMMITMENTS. Alter, accelerate or otherwise
change the terms of the Community's financial commitment to the Business as set
forth in Article 4.5.
(c) ADMINISTRATION. Discontinue administration or loan servicing
activities under the Loan Agreement.
ARTICLE IX
SECURITY
9.1 SECURITY INSTRUMENTS. The Business shall execute in joint favor of
the Community and the Department all security agreements, financing statements,
mortgages, personal and/or corporate guarantees (hereafter, "Security
Instruments") as required by the Department. The following Security Instruments
shall be executed by the Business:
1) UCC-1 security filing covering: Machinery and Equipment owned
by the Business with a value of at least $70,000.
9.2 FINANCING STATEMENT. If the Department requires the filing of a
financing statement, the Community shall provide the Department with a copy of
the date-stamped financing statement and a certified lien search which reflects
the recordation of the security interests of the Department and the Community
and all other lienholder of record. The Community shall ensure that the
financing statement(s) include language approved by the Department to secure its
interests.
9.3 MORTGAGE. If the Department requires the filing of a mortgage, the
Community shall provide the Department with a copy of the date-stamped, recorded
mortgage and an attorney's Opinion of Title reflecting the interests of the
Community and the Department.
9.4 COMMUNITY LIABILITY.
(a) The Community shall be solely responsible for the proper and
timely filing of all Security Instruments executed by the Business pursuant to
this Article.
(b) The Community's liability under this Loan Agreement is limited
to those amounts which the Community recovers from the Business in unused Loan
proceeds, enforcement of judgments against the Business and through its good
faith enforcement of the Security Instruments executed by the
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Promissory Note
CEBA 98-CEBA-03
PAGE 12
Business under this Article. Notwithstanding this limited financial liability,
the Community shall indemnify and hold harmless the Department, its officers and
employees from and against any and all losses which are the result of the
Community's failure to file, or improper or untimely filing, of any Security
Instrument executed by the Business pursuant to this Article. Nothing in this
paragraph shall limit the recovery of principal and interest by the Department
in the event of Community's fraud, negligence, or gross mismanagement in the
application for, or use of, sums loaned under the Loan Agreement.
9.5 COST VARIATION. In the event that the total Project cost is less
than the amount specified in this Agreement, the CEBA participation shall be
reduced at the same ratio as CEBA funds are to the total Project cost, and any
disbursed excess above the reduced CEBA participation amount shall be returned
immediately to IDED with interest at the rate of six percent (6%) per annum from
the date of disbursement by IDED.
ARTICLE X
DEFAULT AND REMEDIES
10.1 EVENTS OF DEFAULT. The following shall constitute Events of Default
under this Loan Agreement:
(a) MATERIAL MISREPRESENTATION. If at any time any representation,
warranty or statement made or furnished to the Department by, or on behalf of,
the Business or Community in connection with this Loan Agreement or to induce
the Department to make a loan to the Community and/or Business shall be
determined by the Department to be incorrect, false, misleading or erroneous in
any material respect when made or furnished and shall not have been remedied to
the Department's satisfaction within thirty (30) days after written notice by
the Department is given to the Business or Community.
(b) NON-PAYMENT. If the Business fails to make a payment when due
under the terms of this Loan Agreement within thirty (30) days following written
notice of such overdue payment is given to the Business by the Department.
(c) NONCOMPLIANCE. If there is a failure by the Business or
Community to comply with any of the covenants, terms or conditions contained in
this Agreement or Security Instruments executed pursuant to this Agreement.
(d) PROJECT COMPLETION DATE. If the Project, in the sole judgment
of the Department, is not completed on or before the Project Completion Date.
(e) JOB ATTAINMENT OBLIGATION. If the Business, in the exclusive
judgment of the Department, fails to meet its Job Attainment and Wage
Obligation.
(f) BUSINESS CHANGES. If there is a material change in the
Business ownership, structure or control which occurs without the prior written
disclosure to and if required, written permission of the Department.
(g) RELOCATION OR ABANDONMENT. If there is a relocation or
abandonment of the Business or jobs created or retained under the Project.
(h) MISSPENDING. If the Business or Community expends Loan
proceeds for purposes not described in the CEBA application or authorized by the
Department.
(i) INSOLVENCY OR BANKRUPTCY. If the Business becomes insolvent or
bankrupt, or admits in writing its inability to pay its debts as they mature, or
makes an assignment for the benefit of
13
Promissory Note
CEBA 98-CEBA-03
PAGE 13
creditors, or the Business applies for or consents to the appointment of a
trustee or receiver for the Business or for the major part of its property; or
if a trustee or receiver is appointed for the Business or for all or a
substantial part of the assets of the Business and the order of such appointment
is not discharged, vacated or stayed within sixty (60) days after such
appointment; or if bankruptcy, reorganization, arrangement, insolvency, or
liquidation proceedings or other proceedings for relief under any bankruptcy or
similar law or laws for the relief of debtors, are instituted by or against the
Business and, if instituted against the Business, is consented to, or, if
contested by the Business is not dismissed by the adverse parties or by an
order, decree or judgment within sixty (60) days after such institution.
(j) INSURANCE. If loss, theft, damage or destruction of any
substantial portion of the property of the Business occurs for which there is
either no insurance coverage or for which, in the opinion of the Department,
there is insufficient insurance coverage.
(k) INSECURITY. The Department shall deem itself insecure in good
faith and reasonably believes, after consideration of all the facts and
circumstances then existing, that the prospect of payment and satisfaction of
the obligations under this Agreement, or the performance of or observance of the
covenants in this Agreement, or the value of its collateral is or will be
materially impaired.
10.2 NOTICE OF DEFAULT. The Department shall issue a written notice of
default providing therein a thirty (30) day period in which the Business shall
have an opportunity to cure, provided that cure is possible and feasible.
10.3 REMEDIES UPON DEFAULT. If the default remains unremedied, IDED shall
have the right, in addition to any rights and remedies available to it under any
of the Security Instruments, to do one or more of the following:
(a) exercise any remedy provided by law;
(b) declare the unpaid principal plus interest then accrued on the
Note due and payable immediately without presentment, demand,
protest, notice of protest, notice of intention to accelerate
or other notice of any kind, all of which are expressly waived
by the Business.
10.4 FAILURE TO MEET JOB ATTAINMENT OBLIGATION. If the Business is
determined by the Department to be in default of the Loan Agreement due to
meeting less than one hundred percent (100%) of its Job Attainment and Wage
Obligation, the Department may require full Loan repayment as described in
section 10.2 above or, at its discretion, the Department may permit repayment of
Loan proceeds using the following criteria:
(a) FORGIVABLE LOANS. If the CEBA award is a Forgivable Loan,
interest buy-down or interest subsidy, the Department may require repayment of
Loan proceeds as follows:
A five-year $35,000 forgivable loan. There will be no principal or
interest payments or accruals for years one and two. At the project completion
date, if the Business has fulfilled at least 50% of its job creation/retention
(if applicable) and wage obligation, $1,250 will be forgiven for each new FTE
job created/retained (if applicable) and maintained for at least ninety days
past the project completion date. Any balance (shortfall) will be amortized over
the remaining three years of the contract period (beginning at the project
completion date) at six (6%) percent interest per annum with equal annual
payments. And, interest will be charged at six (6%) percent per annum from the
date of the first CEBA disbursement on the shortfall amount with that amount
accrued as of the project completion date being due and payable immediately.
And, further, the Department will at the end of the agreement expiration date
determine the number of full-time equivalent jobs, and, if that number is less
than the job attainment obligation in 7.1 and 7.2 of this agreement, the
Business will reimburse funds to the Department on the cost-per-job basis set
out above. If the Business has failed to fulfill at least 50% of its job
creation/retention (if applicable) and wage obligation, 100% of the CEBA award
will be repaid as the shortfall amount under the above-described terms and
conditions.
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Promissory Note
CEBA 98-CEBA-03
PAGE 14
(b) CONVENTIONAL LOANS. If the Business received a Loan at a rate
that is below the annual interest rate for non-compliance as set periodically by
the IDED Board, the remaining principal amount of the Loan may be prorated
between the percentage of FTE Jobs created/retained (if applicable) at the
Project Wage Threshold and the percentage of the shortfall. The shortfall
principal portion may be amortized over the remaining term of the Loan,
beginning at the Project Completion Date, at an annual interest rate as
determined periodically by the IDED Board. Interest will be charged beginning
from the date Loan proceeds were disbursed to the Community on behalf of the
Business; interest accrued from this date will be due immediately. The pro rata
portion of the Loan associated with the percentage of FTE Jobs created will be
amortized at the original rate and term.
ARTICLE XI
DISBURSEMENT PROCEDURES
1.11 REQUEST FOR REIMBURSEMENT. All disbursements of proceeds shall be
subject to receipt by the Department of requests for disbursement submitted by
the Community. Requests for disbursement shall be in form and content acceptable
to the Department.
ARTICLE XII
GENERAL TERMS AND PROVISIONS
12.1 BINDING EFFECT. This Loan Agreement shall be binding upon and shall
inure to the benefit of the Department, Community and Business and their
respective heirs, successors, legal representatives and assigns. The
obligations, covenants, warranties, acknowledgments, waivers, agreements, terms,
provisions and conditions of this Loan Agreement shall be jointly and severally
enforceable against the parties to this Loan Agreement.
12.2 COMPLIANCE WITH LAWS AND REGULATIONS. The Community and Business
shall comply with all applicable State and federal laws, rules (including the
administrative rules adopted by the Department for the CEBA Program - 261 Iowa
Administrative Code, chapter 22), ordinances, regulations and orders.
12.3 TERMINATION FOR CONVENIENCE. In addition to termination due to an
Event of Default or nonappropriation of CEBA funds, this Loan Agreement may be
terminated in whole, or in part, when the Department, Community and the Business
agree that the continuation of the Project would not produce beneficial results
commensurate with the future disbursement of Loan funds. The Department,
Community and Business shall agree upon the termination conditions. The
Community and Business shall not incur new obligations after the effective date
of the termination and shall cancel as many outstanding obligations as is
reasonably possible. The Department will allow full credit to the Community or
the Business for the Department share of the noncancellable obligations
allowable under the Loan Agreement and properly incurred by the Community or
Business prior to termination.
12.4 PROCEDURE UPON TERMINATION. If the Loan Agreement is terminated for
convenience, an Event of Default or nonappropriation of CEBA funds,
disbursements shall be allowed for costs up to the date of termination
determined by the Department to be in compliance with this Loan Agreement. The
Community and the Business shall return to the Department all unencumbered Loan
proceeds within one (1) week of receipt of Notice of Termination. Any costs
previously paid by the Department which are subsequently determined to be
unallowable through audit, monitoring or closeout procedures shall be returned
to the Department within thirty (30) days of the disallowance.
12.5 SURVIVAL OF AGREEMENT. If any portion of this Loan Agreement is held
to be invalid or unenforceable, the remainder shall be valid and enforceable.
The provisions of this Loan Agreement shall survive the execution of all
instruments herein mentioned and shall continue in full force until the Loan is
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Promissory Note
CEBA 98-CEBA-03
PAGE 15
paid in full.
12.6 GOVERNING LAW. This Loan Agreement and all Security Instruments
shall be interpreted in accordance with the law of the State of Iowa, and any
action relating to the Loan Agreement shall only be commenced in the Iowa
District Court for Polk County or the United States District Court for the
Southern District of Iowa.
12.7 MODIFICATION. Neither this Loan Agreement nor any provision of the
Security Instruments executed in connection with this Loan Agreement may be
changed, waived, discharged or terminated orally, but only by a written document
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought.
12.8 NOTICES. Whenever this Loan Agreement requires or permits any notice
or written request by one party to another, it shall be in writing, enclosed in
an envelope, addressed to the party to be notified at the address heretofore
stated (or at such other address as may have been designated by written notice),
properly stamped, sealed and deposited in the United State Mail. Any such notice
given hereunder shall be deemed delivered upon the earlier of actual receipt or
two (2) business days after posting. The Department may rely on the addresses of
the Business and Community set forth heretofore, as modified from time to time,
as being the addresses of the Community and Business.
12.9 INVESTMENT OF LOAN FUNDS. Temporarily idle Loan proceeds held by the
Community or Business may be invested provided such investments shall be in
accordance with State law, shall be controlled by the Community or Business, and
any interest accrued shall be credited to and expended on the Project prior to
the expenditure of other Loan proceeds. All Loan proceeds remaining, including
accrued interest, after all allowable Project costs have been paid or obligated
shall be returned to the Department within thirty (30) days after the Project
Completion Date.
12.10 RESOLUTION OF DISAGREEMENT. In the event of any disagreement between
the parties to this Loan Agreement relating to the technical competence of the
work and services being performed and its conformity to the requirements of this
Loan Agreement, the Department shall resolve the disagreement. The decision of
the Department shall be binding on the Community and the Business.
12.11 WAIVERS. No waiver by the Department of any default hereunder shall
operate as a waiver of any other default or of the same default on any future
occasion. No delay on the part of the Department in exercising any right or
remedy hereunder shall operate as a waiver thereof. No single or partial
exercise of any right or remedy by the Department shall preclude future exercise
thereof or the exercise of any other right or remedy.
12.12 LIMITATION. It is agreed between the Community and the Business that
the Department shall not, under any circumstances, be obligated financially
under this Loan Agreement except to disburse funds according to the terms of the
Agreement.
12.13 ENFORCEMENT EXPENSES. The Business shall pay upon demand any and all
reasonable fees and expenses of the Community and/or the Department, including
the fees and expenses of their attorneys, experts and agents, in connection with
the exercise or enforcement of any of the rights of the Department and/or
Community under the Loan Agreement.
12.14 HEADINGS. The headings in this Loan Agreement are intended solely
for convenience of reference and shall be given no effect in the construction
and interpretation of this Loan Agreement.
12.15 FINAL AUTHORITY. The Department shall have the final authority to
assess whether the Business has met its Job Attainment Obligation and whether
the Community and Business have otherwise complied with the terms of this
Agreement.
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CEBA 98-CEBA-03
PAGE 16
12.16 INTEGRATION. This Loan Agreement contains the entire understanding
between the Community, Business and the Department and any representations that
may have been made before or after the signing of this Loan Agreement, which are
not contained herein, are nonbinding, void and of no effect. None of the parties
have relied on any such prior representation in entering into this Loan
Agreement.
12.17 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Loan Agreement
effective as of the Award Date first stated.
COMMUNITY:
Attorney for Coralville Mayor
Approved as to form and content.
BY:_____________________________ BY:_____________________________________
(City Attorney) Xxxxx Xxxxxxx, Mayor
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT:
BY:_____________________________ BY:_____________________________________
Xxxxxxx X. Xxxxxx, Chief Xxxxx X. Xxxxx, Director
Bureau of Business Finance
BUSINESS:
Urosurge, Inc.
BY:_________________________________
Xxxxx X. Xxxxxx, President
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Promissory Note
CEBA 98-CEBA-03
PAGE 17
ATTACHMENT B1-
PROMISSORY NOTE-
BUSINESS
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT
CEBA PROGRAM
PROMISSORY NOTE
Loan Number 98-CEBA-03
Des Moines, Iowa
--------------------------
(City and State)
$70,000 August 21, 1997
--------------------------
(Date)
FOR VALUE RECEIVED, the undersigned (hereafter called the "Maker")
promises to pay to the order of the City of Coralville (hereafter called the
"Payee"), at its office at City Hall, or upon notice to the Maker, at such
other place as may be designated from time to time by the holder, the principal
sum of Seventy Thousand ($70,000) dollars, to be paid as follows:
A $35,000 LOAN AT ZERO (0%) PERCENT INTEREST TO BE PAID AS FOLLOWS:
59 monthly payments of $583.33 and 1 final payment of $583.53 beginning on
the 15th day of the third month from the date CEBA funds are disbursed.
Final payment may vary depending upon dates payments are received. Such
payments shall be applied first on interest then due and the remainder on
principal.
AND; A $35,000 FORGIVABLE LOAN AT SIX (6%) PERCENT INTEREST TO BE PAID AS
FOLLOWS:
A five-year $35,000 forgivable loan. There will be no principal or
interest payments or accruals for years one and two. At the project
completion date, if the Business has fulfilled at least 50% of its job
creation/retention (if applicable) obligation, $1,250 will be forgiven for
each new FTE job created/retained (if applicable) and maintained for at
least ninety days past the project completion date. Any balance
(shortfall) will be amortized over the remaining three years of the
contract period (beginning at the project completion date) at six (6%)
percent interest per annum with equal annual payments. And, interest will
be charged at six (6%) percent per annum from the date of the first CEBA
disbursement on the shortfall amount with that amount accrued as of the
project completion date being due and payable immediately. And, further,
the Department will at the end of the agreement expiration date determine
the number of full-time equivalent jobs, and, if that number is less than
the number at the project completion date, the Business will reimburse
funds to the Department on the cost-per-job basis set out above. If the
Business has failed to fulfill at least 50% of its job creation/retention
(if applicable) obligation, 100% of the CEBA award will be repaid as the
shortfall amount under the above-described terms and conditions.
1. PAYMENTS. All payments under the Note shall be applied in this order:
(1) to interest, and (2) to principal.
2. LOAN AGREEMENT; ACCELERATION UPON DEFAULT. This Note is issued by Maker
to evidence an obligation to repay a loan according to the terms of Loan
Agreement # 98-CEBA-03 of
18
Promissory Note
CEBA 98-CEBA-03
PAGE 18
August 21, 1997 between the Payee and Maker and, at the election of the holder
without notice to the Maker, shall become immediately due and payable in the
event any payment is not made when due or upon the occurrence of any event of
default under the terms of the Loan Agreement.
3. REDUCED AMOUNT. In the event the Maker fails to requisition and spend
the full face amount of the Note as set out above, then the amount of each
installment payment shall be reduced accordingly in equal amounts.
4. SECURITY. Payment of this Note is secured by a UCC-1 LIEN ON MACHINERY
& EQUIPMENT and the holder is entitled to the benefits of the security therein
described.
In case of a decline in the market value of the collateral, or any part
thereof, the Payee may demand that additional collateral of quality and value
satisfactory to holder be delivered, pledged and transferred to holder.
5. WAIVER. No delay or omission on the part of the holder in exercising
any right under this Note shall operate as a waiver of that right or of any
other right under this Note. A waiver on any one occasion shall not be construed
as a bar to or waiver of any right and/or remedy on any future occasion.
6. WAIVER OF PROTEST. Each maker, surety, indorser and guarantor of this
Note, expressly waives presentment, protest, demand, notice of dishonor or
default, and notice of any kind with respect to this Note.
7. COSTS OF COLLECTION. The Maker will pay an demand all costs of
collection, maintenance of collateral, legal expenses, and attorneys' fees
incurred or paid by the holder in collecting and/or enforcing this Note on
default.
8. MEANING OF TERMS. As used in this Note, "holder" shall mean the Payee
or other indorsee of this Note, who is in possession of it, or the bearer
hereof, if this Note is at the time payable to the bearer. The word "Maker"
shall mean each of the undersigned. If this Note is signed by more than one
person, it shall be the joint and several liabilities of such persons.
9. MISCELLANEOUS. The captions of paragraphs in this Promissory Note are
for the convenience of reference only, shall not define or limit the provisions
hereof and shall not have any legal or other significance whatsoever.
ADDRESS: BY: /s/ XXXXX X. XXXXXX
Urosurge. Inc. -------------------------------------
0000 Xxxxxxxxx Xxxx Xxxxx X. Xxxxxx, President
Xxxxxxxxxx, Xxxx 00000
ATTEST: _________________________________
(Signature of Secretary)
19
Promissory Note
CEBA 98-CEBA-03
PAGE 19
ATTACHMENT B2
PROMISSORY NOTE-
COMMUNITY
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT
CEBA PROGRAM
PROMISSORY NOTE
Loan Number 98-CEBA-03
Des Moines, Iowa
--------------------------
(City and State)
$70,000 August 21, 1997
--------------------------
(Date)
FOR VALUE RECEIVED, the undersigned (hereafter called the "Maker")
promises to pay to the order of the State of Iowa, Department of Economic
Development (hereafter called the "Payee"), at its office at 000 Xxxx Xxxxx
Xxxxxx, Xxx Xxxxxx, Xxxx 00000, or upon notice to the Maker, at such other place
as may be designated from time to time by the holder. the principal sum of
Seventy Thousand ($70,000) dollars, to be paid as follows:
A $35,000 LOAN AT ZERO(0%) PERCENT INTEREST TO BE PAID AS FOLLOWS:
59 monthly payments of $583.33 and 1 final Payment of $583.53 beginning on
the last day of the third month from the date CEBA funds are disbursed.
Final payment may vary depending upon dates payments are received. Such
payments shall be applied first on interest then due and the remainder on
principal.
AND; A $35,000 FORGIVABLE LOAN AT SIX (6%) PERCENT INTEREST TO BE PAID AS
FOLLOWS:
A five-year $35,000 forgivable loan. There will be no principal or
interest payments or accruals for years one and two. At the project
completion date, if the Business has fulfilled at least 50% of its job
creation/retention (if applicable) obligation, $1,250 will be forgiven for
each new FTE job created/retained (if applicable) and maintained for at
least ninety days past the project completion date. Any balance
(shortfall) will be amortized over the remaining three years of the
contract period (beginning at the project completion date) at six (6%)
percent interest per annum with equal annual payments. And, interest will
be charged at six (6%) percent per annum from the date of the first CEBA
disbursement on the shortfall amount with that amount accrued as of the
project completion date being due and payable immediately, And, further,
the Department will at the end of the agreement expiration date determine
the number of full-time equivalent jobs, and, if that number is less than
the number at the project completion date, the Business will reimburse
funds to the Department on the cost-per-job basis set out above. If the
Business has failed to fulfill at least 50% of its job creation/retention
(if applicable) obligation, 100% of the CEBA award will be repaid as the
shortfall amount under the above-described terms and conditions.
1. PAYMENTS. All payments under the Note shall be applied in this order,
(1) to interest, and (2) to principal.
2. LOAN AGREEMENT; ACCELERATION UPON DEFAULT. This Note is issued by Maker
to evidence an obligation to repay a loan according to the terms of Loan
Agreement # 98-CEBA-03 of August 21, 1997 between the Payee and Maker and, at
the election of the holder without notice to
20
Promissory Note
CEBA 98-CEBA-03
PAGE 20
the Maker, shall become immediately due and payable in the event any payment is
not made when due or upon the occurrence of any event of default under the terms
of the Loan Agreement.
3. LIMITATION. Maker's liability for the repayment of this Note is limited
to those amounts Maker collects through its good faith enforcement of security
interest which Maker represents that it has obtained or will obtain as required
by the above-referenced Loan Agreement Upon exhaustion of its rights in the
collateral granted by such security interest, the Maker will have no liability
for any deficiency owing Payee under this Note. Nothing in this paragraph shall
limit the recovery of principal and interest by Payee in the event of Maker's
fraud, negligence, or gross mismanagement in the application for, or use of,
sums loaned under the above-referenced Loan Agreement.
4. REDUCED AMOUNT. In the event the Maker fails to requisition and spend
the full face amount of the Note as set out above, then the amount of each
installment payment shall be reduced accordingly in equal amounts.
5. SECURITY. Payment of this Note is secured by a UCC-1 LIEN ON MACHINERY
& EQUIPMENT and the holder is entitled to the benefits of the security therein
described.
In case of a decline in the market value of the collateral, or any part
thereof, the Payee may demand that additional collateral of quality and value
satisfactory to holder be delivered, pledged and transferred to holder.
6. WAIVER. No delay or omission on the part of the holder in exercising
any right under this Note shall operate as a waiver of that right or of any
other right under this Note. A waiver on any one occasion shall not be construed
as a bar to or waiver of any right and/or remedy on any future occasion.
7. WAIVER OF PROTEST. Each maker, surety, indorser and guarantor of this
Note, expressly waives presentment, protest, demand, notice of dishonor or
default, and notice of any kind with respect to this Note.
8. COSTS OF COLLECTION. The Maker will pay on demand all costs of
collection, maintenance of collateral, legal expenses, and attorneys' fees
incurred or paid by the holder in collecting and/or enforcing this Note on
default.
9. MEANING OF TERMS. As used in this Note, "holder" shall mean the Payee
or other indorsee of this Note, who is in possession of it, or the bearer
hereof, if this Note is at the time payable to the bearer. The word "Maker"
shall mean each of the undersigned. If this Note is signed by more than one
person, it shall be the joint and several liabilities of such persons.
10. MISCELLANEOUS. The captions of paragraphs in this Promissory Note are
for the convenience of reference only, shall not define or limit the provisions
hereof and shall not have any legal or other significance whatsoever.
ADDRESS: COMMUNITY:
City of Coralville
City Hall BY:______________________________________
Xxxxxxxxxx, Xxxx 00000 Xxxxx Xxxxxxx, Mayor
ATTEST:__________________________________
(Signature of City Clerk)
