COMMERCIAL/AGRICULTURAL
REVOLVING OR DRAW
NOTE - VARIABLE RATE
LENDER: Guaranty Bank and Trust Company
Seventeenth & Market Xxxxxx
XX Xxx 0000
Xxxxxx, XX 00000
(000) 000-0000
BORROWER: GENISYS INFORMATION SYSTEMS, INC.
XXXXXXX X. XXXX
ADDRESS: 0000 Xxxxxx Xxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Officer Initials: SLM
Interest Rate: Variable
Principal Amount/Credit Limit: $500,000.00
Funding/Agreement Date: 4/24/00
Maturity Date: 4/24/01
Loan Number: 5600182001
PROMISE TO PAY
For value received, Xxxxxxxx promises to pay to the order of Lender indicted
above the principal amount of Five Hundred Thousand and No/100 ($500,000.00)
or, if less, the aggregate unpaid principal amount of all loans or advances
made by the Lender to the Borrower, plus interest on the unpaid principal
balance at the rate and in the manner described below. All amounts received
by Lander shall be applied first to late payment charges and expenses, then to
accrued interest, and then to principal.
INTEREST RATE: This Note has a variable rate feature. Interest on the Note
may change from time to time if the Index Rate identified below changes.
Interest shall be computed on the basis of 360 days and the actual number of
days per year. Interest on this Note shall be calculated at a variable rate
equal to 500/1000 percent (0.500%) per annum over the Index Rate. The initial
Index Rate is currently nine and no/1000 percent (9.000%) per annum.
Therefore, the initial interest rate on this Note shall be nine and 500/1000
(9.5000%) percent per annum. Any change in the interest rate resulting from a
change in the Index Rate will be effective on the day Wall Street Prime Rate
changes.
INDEX RATE: The Index Rate for this Note shall be Wall Street Prime Rate.
MINIMUM RATE/MAXIMUM RATE: The minimum interest rate on this Note shall be n/a
percent (n/a%) per annum. The maximum interest rate on this Note shall not
exceed Forty-Five and no/1000 percent (45.000%) per annum or the maximum
interest rate Lender is permitted to charge by law, whichever is less.
DEFAULT RATE: In the event of any default under this Note, the Lender may in
its discretion, determine that all amounts owed to Lender shall bear interest
at the lesser of Thirty-Six and no/100 percent (36.00%) per annum or the
maximum interest rate Lender is permitted to charge by law.
PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to
the following schedule:
Interest only payments beginning May 24, 2000 and continuing at monthly
time intervals thereafter. A final payment of the unpaid principal
balance plus accrued interest is due and payable on April 24, 2001.
All payments will be made to Lender at its address described above and in
lawful currency of the United States of America.
RENEWAL: If checked ___, this Note is a renewal of loan number
__________________.
SECURITY: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest in, and pledges and
assigns to Lender all of Borrower's rights, title, and interest, in all
monies, instruments, savings, checking and other deposit accounts of
Borrower's (excluding IRA, Xxxxx and trust accounts and deposits subject to
tax penalties if so assigned) that are now or in the future in Lender's
custody or control. Upon default, and to the extent permitted by applicable
law, Lender may exercise its security interest in all such property which
shall be in addition to Lender's common law right of setoff. ____If checked,
the obligations under this Note are also secured by a lien and/or security
interest in the property described in the documents executed in connection
with this Note as well as any other property designated as security now or in
the future.
PREPAYMENT: This Note may be prepaid in part or in full on or before the
maturity date. If this Note contains more than one installment, all
prepayments will be credited as determined by Xxxxxx and as permitted by law.
If this Note is prepaid in full, there will be:
X No minimum finance charge or prepayment penalty.
----
A minimum finance charge of $___________.
----
A prepayment penalty of ________% of the principal prepaid.
----
LATE PAYMENT CHARGE: If a payment is received more than n/a days
late, Borrower will be charged a late payment charge of $ n/a
or 0.000 % of the payment amount, whichever is ___greater ___less, as
permitted by law.
REVOLVING OR DRAW FEATURE: X This Note possesses a revolving feature.
----
Upon satisfaction of the conditions set forth in this Note, Borrower shall be
entitled to borrow up to the full principal amount of the Note and to repay
and reborrow from time to time during the term of this Note. ____This Note
possesses a draw feature. Upon satisfaction of the conditions set forth in
this Note, Borrower shall be entitled to make one or more draws under this
Note. The aggregate amount of such draws shall not exceed the full principal
amount of this Note.
Lender shall maintain a written ledger of the amounts loaned to and repaid by
Borrower under this Note. The aggregate unpaid principal amount shown on such
ledger shall be rebuttable presumptive evidence of the principal amount owing
and unpaid on this Note. The Lender's failure to record the date and amount
of any loan or advance on such ledger shall not limit or otherwise affect the
obligations of the Borrower under this Note to repay the principal amount of
the loans or advances together with all interest accruing thereon. Lender
shall not be obligated to provide Borrower with a copy of the ledger on a
periodic basis, however, Borrower shall be entitled to inspect or obtain a
copy of the ledger during Xxxxxx's business hours.
CONDITIONS FOR ADVANCES: If there is no default under this Note, Borrower
shall be entitled to borrow monies under this Note (subject to the limitations
described above) under the following conditions:
Advances may be made by phone or in person. Contact your Officer's
loan assistant.
Xxxxxxxx acknowledges that the Borrower has read, understands, and agrees to
the terms and conditions of this Note including the provisions on the reverse
side. Xxxxxxxx acknowledges receipt of an exact copy of this Note.
Note Date: April 24, 2000
Borrower: GENISYS INFORMATION BORROWER: Xxxxxxx X. Xxxx
SYSTEMS, INC.
/s/ X. Xxxxxx Xxxx /s/ Xxxxxxx X. Xxxx
----------------------------- -------------------------------
Chief Executive Officer individually
DISBURSEMENT INSTRUCTIONS
LENDER: Guaranty Bank and Trust Company
Seventeenth & Market Xxxxxx
XX Xxx 0000
Xxxxxx, XX 00000
(000) 000-0000
BORROWER: GENISYS INFORMATION SYSTEMS, INC.
XXXXXXX X. XXXX
ADDRESS: 0000 Xxxxxx Xxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Officer Initials: SLM
Interest Rate: Variable
Principal Amount/Credit Limit: $500,000.00
Funding/Agreement Date: 4/24/00
Maturity Date: 4/24/01
Loan Number: 5600182001
Dated: April 24, 2000
Xxxxxxxx has borrowed money from Lender indicated above pursuant to a
Promissory Note dated April 24, 2000.
Borrower hereby instructs Xxxxxx to disburse the initial or complete proceeds
from Promissory Note in the following manner:
Title Examination n/a
Title Insurance Company n/a
Appraisal Fee n/a
Paid to Public Officials n/a
Attorney Fees n/a
Mortgage Registration Fee n/a
Credit Reporting Fee $2,500.00
Paid to Loan Fee n/a
Paid to n/a
Paid to n/a
Paid to n/a
Paid to n/a
Borrower: GENISYS INFORMATION BORROWER: Xxxxxxx X. Xxxx
SYSTEMS, INC.
/s/ X. Xxxxxx Xxxx /s/ Xxxxxxx X. Xxxx
------------------------------ ------------------------------
Chief Executive Officer individually
CORPORATE RESOLUTION
The undersigned Clerk/Secretary/Assistant Clerk/Secretary of Genisys
Information Systems, Inc. ("Company"), a corporation duly organized and
existing under the laws of the State of Colorado, hereby certifies that ___at
a meeting of the Board of Directors of the Company duly called and held at
_______________________________, City of _______________________, County of
__________________, State of ___________________ on _________________, at
which meeting a quorum was continuously present; ___pursuant to a unanimous
written consent of all members of the Board of Directors; the following
resolutions were adopted, are now in full force and effect, and have not been
modified or rescinded in any manner:
RESOLVED, that any ____________ (______) of the following persons:
___ President ___ any assistant Treasurer
___ any Vice President ___ Clerk/Secretary
___ any Assistant Vice President ___ any Assistant Clerk/Secretary
___ Treasurer ___ Other:
(collectively "Authorized Party") is authorized and empowered to perform one
or more of the following actions (if checked) with Guaranty Bank and Trust
Company ("Lender"); for and on behalf of the Company and on such terms and
conditions a any Authorized Party may deem advisable in his sole discretion
(The execution of any agreement, document or instrument shall constitute a
conclusive presumption that the terms, covenants and conditions of said
documents so signed are agreed to by and binding on the Company):
____ Open and maintain any safety deposit boxes, lockboxes and escrow,
savings, checking depository, or other accounts;
____ Assign, negotiate, endorse and deposit in and to such boxes and accounts
any checks, drafts, notes, and other instruments and funds payable to or
belonging to the Company;
____ Withdraw any funds or draw, sign and deliver in the name of the Company
any check or draft against funds of the Company in such boxes or
accounts;
____ Implement additional depository and funds transfer services (including,
but not limited to, facsimile signature authorizations, wire transfer
agreements, automated clearinghouse agreements, and payroll deposit
programs);
X
---- Obtain one or more loans or other forms of financing in any amount from
the Lender (including, but not limited to, a $500,000.00 promissory note
or line of credit);
____ Guaranty the present and future libations of any third party to the
Lender (including, but not limited to, the obligations of
_________________________________________);
FURTHER RESOLVED, that with respect to the foregoing guaranty, the Board
of Directors of the Company hereby determine that such guaranty may reasonably
be expected to benefit, directly or indirectly, the Company.
X
---- Assign for security purposes, pledge, hypothecate, mortgage, or grant to
the Lender a lien, security interest, or other encumbrance upon any of
the Company's personal or real property (including, but not limited to,
the assignments for security purposes, pledges, hypothecations,
mortgages, deeds of trust, liens, security interests and encumbrances
contained in the loan documents pertaining to the promissory note, line
of credit, or guaranty described above);
____ Endorse to the Lender any checks, drafts, notes or other instruments
payable to the Company;
____ Appoint the Lender as the Company's attorney-in-fact for any purpose
(including, but not limited to, endorsing any checks, drafts, notes or
other instruments payable to the Company);
____ Assign, convey, sell, lease, or otherwise transfer to the Lender or any
third party any of the Company's personal or real property; and
X
---- Execute any document (including, but not limited to, facsimile signature
authorization agreements, wire transfer agreements, automated
clearinghouse agreements, payroll deposit agreements, line of credit
agreements, promissory notes, security agreements, assignments for
security purposes, mortgages, deeds of trust, assignments of rents,
guaranties, powers of attorney, and waivers) and take or refrain from
taking any action on behalf of the Company.
FURTHER RESOLVED, that any of the foregoing or related activities taken
by any Authorized Party prior to the adoption of the preceding resolutions are
hereby ratified and declared to be binding obligations of the Company in a
full and complete manner;
FURTHER RESOLVED, that the authority and power of any Authorized Party as
provided in the preceding resolutions will continue in full force and effect
until the Board of Directors of the Company adopt a resolution amending,
modifying or revoking one or more of the preceding resolutions and a certified
copy of the properly executed resolution is received by the Lender via
certified mail; and
FURTHER RESOLVED, that the Clerk/Secretary or any Assistant
Clerk/Secretary of the Company is authorized to certify the adoption of the
foregoing resolutions to the Lender, the continuing effect of these
resolutions, and the incumbency of the various parties authorized to exercise
the rights in these resolutions from time to time.
The undersigned Clerk/Secretary/Assistant Clerk/Secretary certifies that
the following persons are duly elected officers or otherwise authorized to act
on behalf of the Company in the capacities set forth below and that the
following original signatures are genuine in all respects:
NAME TITLE SIGNATURE
X. Xxxxxx Xxxx Chairman of the Board, CEO /s/ X. Xxxxxx Xxxx
----------------- -------------------------- ------------------------
----------------- -------------------------- ------------------------
----------------- -------------------------- ------------------------
The undersigned Clerk/Secretary/Assistant Clerk/Secretary certifies that
the Articles of Incorporation and Bylaws of the Company attached hereto are in
full force and effect and have not been amended, modified, replaced, or
substituted in any manner. Clerk/Secretary/Assistant Clerk/Secretary
certifies that a Certificate of Shareholder Approval ___is ___is not required
under the Company's Articles of Incorporation or Bylaws.
Dated this _________ day of ___________________.
[SEAL]
____________________________________
Clerk/Secretary/
Assistant Clerk/Secretary
