Exhibit 10.13
Master Demand Business Loan Note
Daraka Broadcasting, Inc.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Due on Demand $275,000.00
No. 5408240-0001 Date February 25, 1998
Promise to Pay: For value received, the undersigned (the "Borrower") promises
to pay On Demand to NBD Bank (the "Bank") or order, at any office of the Bank
in the State of Michigan, the sum of Two Hundred Seventy Five Thousand and
no/100---------------------- DOLLARS ($275,000.00) 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
1.0% 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 payments which would for any reason be deemed unlawful under
applicable law shall be applied to principal.
Interest will be computed on the unpaid principal balance from the date of
each borrowing.
The Borrower will pay this sum on demand. Until demand, the Borrower will pay
consecutive monthly installments of interest only commencing February 28,
1998.
Master Demand Note: The Bank has authorized an uncommitted credit facility to
the Borrower in a principal amount not to exceed the face amount of this
note. The credit facility is in the form of loans made from time to time by
the Bank to the Borrower at the Bank's sole discretion. This note evidences
the Borrower's obligation to repay those loans. The aggregate principal
amount of debt evidenced by this note shall be the amount reflected from time
to time in the records of the Bank but shall not exceed the face amount of
this note. The Borrower acknowledges and agrees that no provision of this
note and no course of dealing by the Bank shall commit the Bank to make loans
to the Borrower and that notwithstanding any provision of this note or any
other instrument or document, all loans evidenced by this note are due and
payable on demand, which may be made by the Bank at any time, whether or not
any event of acceleration then exists.
Credit Agreement: This note evidences a debt under the terms of a Credit
Authorization Agreement between the Bank and the Borrower dated February 25,
1998 and any amendments.
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 12/12/95, recorded 12/27/95,
L269, P56, on property located at 0000 X-00 Xxxx, Xxxxxx; REM dated
9/16/96, recorded 9/17/96, L330, P171, on property located on Xxxxxxx Xxxx,
Alpena, MI; Accounts Receivable; Guaranties
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
mutual 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 Borrower:
Including events of default
Address: 1491 M-32 West Daraka Broadcasting, Inc.
Xxxxxx, XX 00000
Address: By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxx, President
