Exhibit 10.12
Installment Business Loan Note
Ives Broadcasting, Inc.
Due March 16, 2000 $50,000.00
______________ ____________
No. 1613272.0300 Due April 17, 1998
____________ _______ _
Promise to Pay: For value received, the undersigned (the "Borrower") promises
to pay to NBD Bank (the "Bank") or order, at any office of the Bank in the
State of Michigan, the sum of Fifty Thousand and no/100---DOLLARS ($50,000.00)
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plus interest computed on the basis of the actual number of days elapsed in a
year of 360 days at the rate of:
% per annum (the "Note Rate") until maturity, whether by acceleration
____ or otherwise, and at the rate of 3% per annum above the Note Rate on
overdue principal from the date when due until paid; or
1.50% per annum above the rate announced from time to time by the Bank as
____ its "prime" rate (the "Note Rate"), which rate may not be the lowest
rate charged by the Bank to any of its customers, until maturity,
whether by acceleration or otherwise, and at the rate of 3% per
annum above the Note Rate on overdue principal from the date when
due until paid. Each change in the "prime" rate will immediately
change the Note Rate.
In no event shall the interest rate exceed the maximum rate allowed by law;
any interest payment which would for any reason be deemed unlawful under
applicable law shall be applied to principal.
The Borrower will pay this sum in 8 monthly payments of $937.00, inc., int.,
beg. 5/16/98 until 12/16/98; 4 months of no payments beg. 1/16/99 until
4/16/99; 8 monthly payments of $937, incl. int., beg. 5/16/99 until 12/16/99;
2 months of no pay. beg. 1/16/00 until 3/16/00 at which time the entire
balance of unpaid principal plus accrued interest shall be due and payable
immediately. Each payment will be applied first to accrued interest, then to
principal.
Loan Agreement: (complete if applicable) This note evidences a debt under the
terms of a Term Loan Agreement between the Bank and the Borrower dated
___________________
February 25, 1998 and any amendments.
_________________
Prepayment: If a fixed interest rate is specified above, the Borrower may
prepay all or any part of the principal balance of this note on one business
day's notice provided that, in addition to all principal, interest and costs
owing at the time of prepayment, the Borrower pays a prepayment premium equal
to the Current Value of (i) the interest that would have accrued on the
amount prepaid at the Note Rate, minus (ii) the interest that could accrue on
the amount prepaid at the Treasury Rate. In both cases, interest will be
calculated from the prepayment date to the maturity dates of the installments
being prepaid. Such maturity dates shall be determined by applying the
prepayment to the scheduled installments of principal in their inverse order
of maturity. "Treasury Rate" means the yield, as of the date of prepayment,
on United States Treasury bills, notes or bonds, selected by the Bank in its
discretion, having maturities comparable to the scheduled maturities of the
installments being prepaid. "Current Value" means the net present value of
the dollar amount of the interest to be earned, discounted at the Treasury
Rate. In no event shall the prepayment premium be less than zero. The
Borrower's notice of its intent to prepay shall be irrevocable. If the
balance of this note is accelerated in accordance with the terms of this
note, the resulting balance due shall be considered a prepayment due and
payable as of the date of acceleration. The Borrower agrees that the
prepayment premium is a reasonable estimate of loss and not a penalty. The
prepayment premium is payable as liquidated damages for the loss of bargain
and its payment shall not in any way reduce, affect or impair any other
obligation of the Borrower under this note.
Security: To secure the payment of this note and any other present or future
liability of the Borrower, whether several, joint, or joint and several, the
Borrower pledges and grants to the Bank a continuing security interest in the
following described property and all of its additions, substitutions,
increments, proceeds and products, whether now owned or later acquired
("Collateral"):
1. All securities and other property of the Borrower in the custody,
possession or control of the Bank (other than property held by the Bank
solely in a fiduciary capacity):
2. All property or securities declared or acknowledged to constitute security
for any past, present or future liability of the Borrower to the Bank.
3. All balances of deposit accounts of the Borrower with the Bank;
4. The following additional property: REM dated 3/27/97, recorded 3/31/97,
___________________________________
L452, P139, on property located at 0000 X. Xxxx Xxxx, Xxxx Xxxxxx, XX.;
______________________________________________________________________
Guaranty
______________________________________________________________________
Bank's Right to Setoff: The Bank shall have the right at any time to apply
its own debt or liability to the Borrower or to any other party liable on
this note in whole or partial payment of this note or other present or future
liabilities, without any requirement of mutual maturity.
Representations by Borrower: Each Borrower represents: (a) that the execution
and delivery of this Note and the performance of the obligations it imposes
do not violate any law, conflict with any agreement by which it is bound, or
require the consent or approval of any governmental authority or any third
party; (b) that this Note is a valid and binding agreement, enforceable
according to its terms; and (c) that all balance sheets, profit and loss
statements, and other financial statements furnished to the Bank are accurate
and fairly reflect the financial condition of the organizations and persons
to which they apply on their effective dates, including contingent
liabilities of every type, which financial condition has not changed
materially and adversely since those dates. Each Borrower, if other than a
natural person, further represents: (a) that it is duly organized, existing
and in good standing under the laws where it is organized; and (b) that the
execution and delivery of this Note and the performance of the obligations it
imposes (i) are within its powers; (ii) have been duly authorized by all
necessary action of its governing body; and (iii) do not contravene the terms
of its articles of incorporation or organization, its by-laws, or any
agreement governing its affairs.
Waiver of Jury Trial: The Bank and the Borrower, after consulting or having
had the opportunity to consult with counsel, knowingly, voluntarily and
intentionally waive any right either of them may have to a trial by jury in
any litigation based upon or arising out of this note or any related
instrument or agreement or any of the transactions contemplated by this note
or any course of conduct; dealing, statements, whether oral or written, or
actions of either of them. Neither the Bank nor the Borrower shall seek to
consolidate, by counterclaim or otherwise, any action in which a jury trial
has been waived with any other action in which a jury trial cannot be or has
not been waived. These provisions shall not be deemed to have been modified
in any respect or relinquished by either the Bank or the Borrower except by
a written instrument executed by both of them.
See reverse side for additional terms and
conditions including events of default
Borrower:
Address: 0000 X-00 Xxxx Xxxx Xxxxxxxxxxxx, Inc.
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Alpena, MI 49707
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Address: --------------------------- By: /s/ Xxxxxx X. Xxxxxxx
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--------------------------- Xxxxxx X. Xxxxxxx, President
