PROMISSORY NOTE
---------------------------------------------------------
Principal Loan Date Maturity Loan No.
$100,000.00 10-02-1997 10-02-1998 1500025465
---------------------------------------------------------
Call Collateral Account Officer Initials
0700 207
---------------------------------------------------------
--------------------------------------------------------------------------
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.
--------------------------------------------------------------------------
Borrower: New America Network, Inc. Lender: FIRST WASHINGTON STATE BANK
000 Xx. 000 XXXX - XXXXXXX
Xxxxxxxxxx, XX 00000 Rt 000 & Xxxx Xxxxxx
P.O. Box 500
Windsor, NJ 08561
===========================================================================
Principal Amount: $100,000.00 Initial Rate: 9.500%
Date of Note: October 2, 1997
PROMISE TO PAY. New America Network, Inc. ("Borrower") promises to
pay to FIRST WASHINGTON STATE BANK ("Lender"), or order, in lawful
money of the United States of America, the principal amount of One
Hundred Thousand & 00/100 Dollars ($100,000.00) 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. Xxxxxxxx
also promises to pay all applicable fees and expenses.
PAYMENT. Borrower will pay this loan in one payment of all
outstanding principal plus all accrued unpaid interest on October 2,
1998. In addition, Xxxxxxxx will pay regular monthly payments of
accrued unpaid interest beginning November 2, 1997, and all
subsequent interest payments are due on the same day of each month
after that. Interest on this Note is computed on a 365/365 simple
interest basis; that is, by applying the ratio of the annual interest
rate over the number of days in a year, multiplied by the outstanding
principal balance, multiplied by the actual number of days the
principal balance is outstanding. Borrower will pay Lender at
Xxxxxx's address shown above or at such other place as Lender may
designate in writing. Unless otherwise agreed or required by
applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and
any remaining amount to any unpaid collection costs and the late
charges.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to
change from time to time based on changes in an index which is
Xxxxxx's Prime Rate (the "Index"). This is the rate of interest
announced from time to time by Lender as its "Prime Rate" or "Prime
Lending Rate". This rate of interest is determined from time to time
by Lender as a means of pricing some loans to its customers, and it
is neither tied to any external rate of interest or index nor does it
necessarily reflect the lowest rate of interest actually charged by
Lender to any particular class or category of customers of Lender.
Lender will tell Borrower the current Index rate upon Xxxxxxxx's
request. Borrower understands that Lender may make loans based on
other rates as well. The interest rate change will not occur more
often than each day. The index currently is 8.500% per annum. The
interest rate to be applied to the unpaid principal balance of this
Note will be at a rate of 1.000 percentage point over the Index,
resulting in an initial rate of 9.500% per annum. NOTICE: Under no
circumstances will the interest rate on this Note be more than the
maximum rate allowed by applicable law.
PREPAYMENT. Xxxxxxxx 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 it is due. Early payments will not,
unless agreed to by Xxxxxx in writing, relieve Xxxxxxxx of Xxxxxxxx's
obligation to continue to make payments of accrued unpaid interest.
Rather, they will reduce the principal balance due.
DEFAULT. Borrower will be in default if any of the following happens:
(a) Borrower fails to make any payment when due. (b) Borrower breaks
any promise Borrower has made to Lender, or Borrower fails to comply
with or to perform when due any other term, obligation, covenant, or
condition contained in this Note or any agreement related to this
Note, or in any other agreement or loan Borrower has with Lender. (c)
Borrower defaults under any loan, extension of credit, security
agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that may materially affect any
of Borrower's property or Borrower's ability to repay this Note or
perform Borrower's obligations under this Note or any of the Related
Documents. (d) Any representation or statement made or furnished to
Lender by Borrower or on Xxxxxxxx's behalf is false or misleading in
any material respect either now or at the time made or furnished. (e)
Xxxxxxxx becomes insolvent, a receiver is appointed for any part of
Xxxxxxxx's property, Xxxxxxxx makes an assignment for the benefit of
creditors, or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any
creditor tries to take any of Borrowers property on or in which
Xxxxxx has a lien or security interest. This includes a garnishment
of or
levy on any of Xxxxxxxx's accounts with Xxxxxx. (g) Any guarantor
dies or any of the other events described in this default section
occurs with respect to any guarantor of this Note. (h) A material
adverse change occurs in Borrower's financial condition, or Xxxxxx
believes the prospect of payment or performance of the Indebtedness
is impaired. (i) Lender in good xxxxx xxxxx itself insecure.
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 same
provision of this Note within the preceding twelve (12) months, if
may be cured (and no event of default will have occurred) if
Borrower, after receiving written notice from Lender demanding cure
of such default: (a) cures the default within thirty (30) days; or
(b) if the cure requires more than thirty (30) days, immediately
initiates steps which Lender deems in Xxxxxx'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, Xxxxxx may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest
immediately due, without notice, and then Borrower will pay that
amount. Lender may hire or pay someone else to help collect this Note
if Borrower does not pay. Xxxxxxxx also will pay Lender that amount.
This includes, subject to any limits under applicable law, Xxxxxx's
attorneys' fees and Xxxxxx's legal expenses whether or not there is a
lawsuit, including attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay
or injunction), appeals, and any anticipated post-judgment collection
services. If not prohibited by applicable law, Xxxxxxxx also will pay
any court costs, in addition to all other sums provided by law. This
Note has been delivered to Lender and accepted by Lender in the State
of New Jersey. If there is a lawsuit, Xxxxxxxx agrees upon Xxxxxx's
request to submit to the jurisdiction of the courts of Xxxxxx County,
the State of New Jersey. Xxxxxx and Xxxxxxxx hereby waive the right
to any jury trial in any action, proceeding, or counterclaim brought
by either Xxxxxx or Borrower against the other. This Note shall be
governed by and construed in accordance with the laws of the State of
New Jersey.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $28.00 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. Borrower grants to Lender a contractual possessory
security interest in, and hereby assigns, conveys, delivers, pledges,
and transfers to Lender all Borrower's right, title and interest in
and to, Xxxxxxxx's account with Xxxxxx (whether checking, savings, or
some other account), including without limitation all accounts held
jointly with someone else and all accounts Borrower may open in the
future, excluding, however, all IRA and Xxxxx accounts, and all trust
accounts for which the grant of a security interest would be
prohibited by law. Borrower authorizes Xxxxxx, to the extent
permitted by applicable law, to charge or setoff all sums owing on
this Note against any and all such accounts.
COLLATERAL. This Note is secured by second mortgage on premises
located at 000 Xx 000, Xxxxxxxxxx, Xxx Xxxxxx together with all
business assets.
LINE OF CREDIT. This Note evidences a revolving line of credit.
Advances under this Note may be requested only in writing by Borrower
or by an authorized person. All communications, instructions, or
directions by telephone or otherwise to Lender are to be directed to
Xxxxxx's office shown above. The following party or parties are
authorized to request advances under the line of credit until Xxxxxx
receives from Borrower at Xxxxxx's address shown above written notice
of revocation of their authority: Xxxxxx X. Xxxx, President; and
Xxxxx Xxxx, Secretary. Xxxxxxxx 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 Xxxxxxxx's accounts with
Xxxxxx. The unpaid principal balance owing on this Note at any time
may be evidenced by endorsements on this Note or by Xxxxxx's internal
records including daily computer print-outs. Lender will have no
obligation to advance funds under this Note if: (a) Borrower or any
guarantor is in default under the terms of this Note or any agreement
that Borrower or any guarantor has with Lender, including any
agreement made in connection with the signing of this Note; (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 Note or any other loan with
Lender; (d) Borrower has applied funds provided pursuant to this Note
for purposes other than those authorized by Lender; or (e) Lender in
good xxxxx xxxxx itself insecure under this Note or any other
agreement between Lender and Borrower.
PRIOR NOTE. The Line of Credit Master Note from Borrower to Lender
dated October 2, 1996 in the original principal amount of
$100,000.00.
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its
rights or remedies under this Note without losing them. Borrower and
any other person who signs, guarantees or endorses this Note, to the
extent allowed by law, waive presentment, demand for payment, protest
and notice of dishonor. Upon any change in the terms of this Note,
and unless otherwise expressly stated in writing, no party who signs
this Note, 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 loan, or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Xxxxxx's security interest in
the collateral; and take any other action deemed necessary by Lender
without the consent of or notice to anyone. All such parties also
agree that Xxxxxx may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is
made.
PRIOR TO SIGNING THIS NOTE, XXXXXXXX READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. XXXXXXXX AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE
NOTE.
BORROWER:
New America Network, Inc.
By:__________________________ By:__________________________
Xxxxxx X. Xxxx, President Xxxxx Xxxx, Secretary
