MULTIPURPOSE NOTE AND SECURITY AGREEMENT
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Borrower: "I," "Me" and "My" Means Lender: "You" and "Your" Means The Officer No. RWK
Each Borrower Below, Jointly and Lender, its Successors and Assigns ---------------- ---------------------
Severally Customer No.
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Loan No. 135992
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Centra Industries and Xxxxx Xxxxxxxx THE BANK OF FAYETTEVILLE, N.A. Renewal of
X.X. XXX 0000 ---------------- ---------------------
Two Xxxxx Xxxxxxx Xxxxxx 0 XXXXX XXXXX XXXXXX Date October 26, 2001
Xxxxxxxxxxxx, XX 00000 XXXXXXXXXXXX, XX 00000 ---------------- ---------------------
81 7100861848 B2 ###-##-#### (000) 000-0000 Loan Amount $1,680,000.00
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Maturity Date October 26, 2004
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NOTE: I promise to pay to you, or your order, at your address above, the
principal sum of: One Million Six Hundred Eight Thousand and
00/100 Dollars ($1,680,000.00) together with interest at
the rate of interest provided for hereinafter.
_X_ SINGLE ADVANCE: I have received all of this principal sum. No additional
advances will be made under this note.
___ MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
principal I can borrow under this note. As of this date I
have received the amount of _________ and future principal
advances are contemplated.
___ CONDITIONS: The conditions for future advances are _____________
____________________________________________.
___ OPEN-END CREDIT: You and I agree that I can borrow up to the maximum
amount of principal more than one time. This option
is subject to all other conditions and expires no
later than __________________________________
___ CLOSED-END CREDIT: You and I agree that I may borrow up to the maximum
only one time (and subject to other conditions).
THE PURPOSE OF THE LOAN IS: TO PURCHASE COMMERCAL BUILDING.
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INTEREST: Interest accrues on a 365 day basis.
I AGREE TO PAY INTEREST ON THE PRINCIPAL BALANCE OWING FROM TIME TO TIME AS
STATED BELOW.
___ FIXED RATED: I agree to pay interest at the fixed, simple rate of
____ % per year.
_X_ VARIABLE RATE: I agree to pay interest at the initial simple rate
of 6.500% per year. This rate may change as stated
below.
___ At the discretion of the Lender ___ Upon change in the Index Rate _X_ Upon other conditions (describe):
ADJUSTED ANNUALLY AT THE ANNIVERSARY DATE
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_X_ INDEX RATE: The future rate will be 1.000 above the following
index rate: prime rate as published in the Wall Street Journal
_X_ FREQUENCY AND TIMING: The rate may change as often as annually.
A change in the interest rate will take effect on anniversary date
of subject loan.
___ LIMITATIONS: The rate on this note will not at any time (and no
matter what happens to any index rate used) go above or below these
limits.
___ MAXIMUM RATE: The rate will not go above _____%.
___ MINIMUM RATE: The rate will not go below _____%. _X_ There
is no minimum rate.
Any increase in the interest rate will result in changes in the form of:
___ More payments of the same amount. ___ Higher amount of payments.
_X_ A larger payment amount at maturity.
POST-MATURITY INTEREST: Interest will accrue after maturity on the unpaid
balance of this note on the same basis as interest accrues prior to
maturity, unless a specific post-maturity interest rate is agreed to in the
next sentence.
___ If checked, interest will accrue at the rate of __% per year on the
balance of this note not paid at maturity, including maturity by
acceleration.
___ If checked, I agree to pay a minimum FINANCE CHARGE of $.00 if I pay
this loan before you have earned that much in FINANCE CHARGES.
DELINQUENCY AND DEFAULT: I agree to pay the costs you incur to collect this
note in the event of my default, including your attorney fees.
_X_ LATE CHARGE: IF CHECKED I AGREE TO PAY A LATE CHARGE EQUAL TO 5.00% OF
THE FULL AMOUNT OF THE SCHEDULED PAYMENT MADE MORE THAN 15 DAYS AFTER IT IS
DUE, WITH A MINIMUM OF $5.00, UP TO A MAXIMUM OF $50.00.
___ ADDITIONAL CHARGES: In addition to interest I __ have paid __ agree to
pay the following additional charges________________________________________
_______________________________________________________________.
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PAYMENTS: I agree to pay this note as follows:
Principal and interest are repayable in 35 equal installment payments consisting
of principal and interest, in the amount of $13,533.97 each, commencing on
November 26, 2001 and continuing monthly thereafter, and one (1) final
installment payment consisting of the full amount of the principal and all
accrued interest remaining due and payable on October 26,2004. THIS IS A
VARIABLE RATE LOAN.
ADDITIONAL TERMS:__________________________________________________________
_X_ DUE ON DEMAND
_X_ If checked, this is a purchase money loan. You may include the name of
the seller on the check or draft for this loan.
SECURITY: I GIVE YOU A SECURITY INTEREST IN THE FOLLOWING:
(1) any property of mine,, whether I own it now or in the future, which is
in your possession (this includes, but is not limited to, property I
give you for safekeeping, collection or exchange, and all dividends and
distributions from property);
(2) the property described below, together with all parts, accessories,
repairs, improvements and accessions to the property, and all proceeds
and products from the property.
__ IF CHECKED, THIS NOTE IS NOT FURTHER SECURED BY AN CONTEMPORANEOUS AGREEMENT
(EXCEPT FOR (1) AND (2) OF THIS SECTION).
FIRST REAL ESTATE MORTGAGE ON COMMERCIAL BUILDING LOCATED AT 0 XXXXX XXXXXXX,
XXXXXXXXXXXX, XXXXXXXX.
__ If checked, this note is secured by a separate MORTGAGE DATED OCTOBER 26,
2001.
Description of real estate if the above property is crops, timber, minerals
(including oil and gas) or fixtures:
Name of record owner, if not me: ________________________ Any person who signs within this box does so to give you a
security Property described above. This person does not promise
to pay the note.
__________________________________ Date_________________
___ If checked, this security agreement should be filed in the real estate
records.
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BORROWER - I ACKNOWLEDGE RECEIPT OF A COPY OF THIS NOTE AND AGREE TO THE TERMS
AND CONDITIONS CONTAINED ON THIS PAGE AND ON PAGE 2 OF THIS NOTE.
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CO-SIGNER - I UNDERSTAND THAT I HAVE FULL LIABILITY AND RESPONSIBILITY TO PAY
THIS CONTRACT. YOU DON'T HAVE TO MAKE ANY DEMANDS ON ANY OTHER PERSONS SIGNING
THIS CONTRACT OR TAKE STEPS TO REPOSSESS ANY COLLATERAL BEFORE YOU ASK ME TO
REPAY. I HAVE READ AND UNDERSTAND THIS ENTIRE CONTRACT.
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Borrower: CENTRA INDUSTRIES, INC. Date Borrower Date
/s/ Xxxxx Xxxxxxxx
By: Xxxxx Xxxxxxxx, President/CEO 10/26/2001
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Borrower: XXXXX XXXXXXXX, INDIVIDUALLY Date Borrower Date
/s/ Xxxxx Xxxxxxxx 10/26/2001
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Co-Signer Date Co-Signer Date
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ADDITIONAL TERMS OF THE SECURITY AGREEMENT
I also agree and promise as follows:
1. ADDITIONAL SECURITY AND INDEBTEDNESS: In addition to the collateral
described on the page 1 hereof, this note is secured by any additions,
replacements, accessions, products or proceeds, including proceeds of any
insurance payable as a result of loss or damage to the collateral, and any
similar after-acquired collateral. However, the security interest shall not
attach to household goods not purchased with the proceeds of this loan or to
other after-acquired consumer goods, with the exception of accessions, unless
such after-acquired consumer goods are acquired within ten (10) days after you
make this loan. Unless the collateral consists of household goods, the security
interested created hereby secures the prompt repayment of all my present and
future obligations to you, including, but not limited to, any obligations
arising as a result of any future advances, overdrafts, or guarantees, or any
expenses or costs incurred by you in accordance with this note, the security
agreement contained herein, or any other agreement I have entered into with you.
2. WARRANTY OF TITLE: I warrant to you that I own the collateral free
and clear of all liens or security interests, other than the security interest
created hereunder, and that I will defend the collateral against any asserted
claims or demands by other parties.
3. PRESERVATION OF COLLATERAL: I will preserve and maintain the
collateral and keep the collateral in good condition and repair and will allow
you to inspect the collateral at any time.
4. TAXES, ETC.: I will pay all taxes and other encumbrances on the
collateral promptly, and I will otherwise maintain the collateral free and clear
of any liens, encumbrances or other security interests.
5. SALE, ETC. OF COLLATERAL: I will not sell, convey, lease or
otherwise transfer the collateral or any part of it except in the ordinary
course of business, without first obtaining written consent from you. Any waiver
of your right to object to an unauthorized sale or transfer shall not constitute
a waiver with respect to any subsequent unauthorized sale or transfer.
6. INSURANCE: I agree to maintain insurance on the collateral in
amounts and with companies acceptable to you. You will be designated as loss
payee on all insurance policies, and I will promptly furnish you with insurance
certificates or policies which show your insured interests. I will be in default
if I fail to provide this insurance coverage, and you are hereby authorized, in
such event, to obtain sufficient insurance to cover the balance of my
indebtedness to you and add the expense of such insurance to the total of my
obligation to you which resulting amount shall then earn interest at the rate of
interest then in effect under this note. At your discretion, this increased
amount may be either (a) divided into installments, in which case I agree to
make increased installment payments upon the same payment interval required by
this agreement, and your exercise of this right, with the subsequent increase in
my monthly payment, shall not constitute a new obligation or satisfy or replace
my original obligation, but shall be simply a confirmation of my obligation
hereunder, or (b) charged as a single lump sum balloon payment due upon maturity
of this agreement. You are not obligated to pay any insurance premiums or to
carry any form of insurance coverage on the collateral. I hereby appoint you as
my attorney-in-fact to endorse any insurance proceeds or refund checks in order
to collect the amount due on those checks. Any insurance obtained by you will be
cancelled and a refund or credit of unearned charges made if I provide you with
satisfactory evidence of acceptable insurance.
7. ACCOUNTS AS COLLATERAL: If I have given you a security interest in
my accounts receivable, I agree not to settle or compromise any account for less
than the full amount for less than the full amount of that account without first
obtaining your written consent.
I agree to collect my accounts receivable only until you instruct me to
do otherwise. I agree to keep the proceeds of all accounts receivable and any
goods returned to me in trust for your benefit, and I agree not to commingle
them with any other accounts or property of mine. Upon your request, I agree to
remit those proceeds to you.
8. INVENTORY AS COLLATERAL: If I have given you a security interest in
my inventory, I agree to dispose of it only in the ordinary course of business
for the fair market value of the property, or for some other price that we have
mutually agreed upon.
9. FARM PRODUCTS AS COLLATERAL: If I have given you a security interest
in my farm products, I agree to provide you with a written list of buyers,
commission merchants or selling agents to or through whom I may sell those farm
products. The terms used in this paragraph shall have the meaning attributed to
them under the Food Security Act of 1985.
10. RIGHTS UNDER THE SECURITY AGREEMENT: You have the following rights
under this Security Agreement:
(1) You may notify account debtors of your security interest in my
accounts receivable and direct the account debtor to remit to you
or someone else that you designate, rather than to me; you may
endorse any checks or other items received from those account
debtors;
(2) You may note the fact of your security interest in the collateral
on the face of any chattel paper or instruments covered by this or
any other security agreement I have signed to you;
(3) With respect to any collateral covered hereby, you may demand,
collect, endorse, receive, give receipt for, compromise, settle
and handle any suits or other proceedings involving the collateral
in my name;
(4) You may take any steps you feel necessary in order to take
possession of or protect the collateral, including performing any
part of a contract or endorsing that contract in my name; and
(5) You may make any necessary entries to my business records showing
the existence of the security interest.
(6) You may exercise any other rights or remedies available to a
secured party under the Arkansas Uniform Commercial Code, or
under other state or federal law.
11. PAYMENTS MADE BY YOU: If I fail to pay any charges that I am
obligated to pay to preserve or protect the collateral, you are authorized to
make those payments on my behalf and treat those payments made under the terms
of this note and add the total of those advances to the unpaid principal balance
of this note, the total of which will then bear interest at the rate then
applicable to the note and be secured by the collateral.
12. PURCHASE MONEY SECURITY INTEREST: With respect to a purchase money
security interest arising under this security agreement:
(1) Payments made on non-purchase money loans secured by this
agreement will not be deemed applicable to any purchase money
loans, and
(2) Payments made on any purchase money loan will be applied first to
any non-purchase money portion of said loan, with the remaining
balance to be applied to the purchase money obligations in the
order in which the items of collateral were acquired. A purchase
money loan means a loan used in whole or in part to acquire the
collateral which secures the loan and any extension, renewal,
consolidation of refinancings of such loans.
13. REMEDIES UNDER THE SECURITY AGREEMENT: I will be in default under
the terms of this security agreement if I default under the terms of any note
that this agreement secures or if I fail to keep any promise contained in this
agreement. If I default, you shall have all of the rights and remedies available
to a secured creditor under the Arkansas Uniform Commercial Code. I will be
obligated to make the property available to you at a reasonably convenient place
and time. I agree that you are then authorized to take possession of the
collateral and sell it as provided under the terms of the Arkansas Uniform
Commercial Code. I agree that written notice sent to my address on the face of
the note by first class mail ten (10) days in advance of any such sale will be
reasonable notice.
14. FILING: A carbon, photographic or other reproduction of this
agreement may be used as a financing statement.
ADDITIONAL TERMS OF THE NOTE
I also agree and promise as follows:
1. PAYMENTS: Each payment that I make under the terms of this note will
be applied first to any unpaid collection costs, late charges or other costs or
expenses that I must pay under the terms of this note or the security agreement,
then to accrued by unpaid interest, and any remaining amount of principal.
PURCHASE MONEY SECURITY INTEREST: With respect to a purchase money
security interest arising under this security agreement:
(1) Payments made on non-purchase money loans secured by this
agreement will not be deemed applicable to any purchase money
loans, and
(2) Payments made on any purchase money loan will be applied first to
any non-purchase money portion of said loan, with the remaining
balance to be applied to the purchase money obligations in the
order in which the items of collateral were acquired. A purchase
money loan means a loan used in whole or in part to acquire the
collateral which secures the loan and any extension, renewal,
consolidation of refinancings of such loans.
2. RENEWALS AND EXTENSIONS. I agree that you may renew or extend the
maturity of this note one or more times, in your sole discretion, without
affecting my liability or that of any other party responsible for the repayment
of this note, and I further agree that you may renew or extend the maturity the
maturity of this note without in any way affecting your right or lien upon any
property given as collateral for this note.
3. INDEX RATE: If the interest rate on this note is established at a
rate which varies with respect to an index rate will determine the rate on this
note. I understand that the index rate is not necessarily the lowest rate that
you charge on your loans. I also understand that under no circumstances will the
interest rate charged on this note exceed the maximum rate allowed by law.
4. SINGLE ADVANCE LOANS. If this loan is made as a single advance, that
one advance is the only advance anticipated. However, you may add any amounts to
the principal balance of this note to the extent that those amounts represent
payments made as provided in
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the paragraph above entitled "PAYMENTS MADE BY YOU" or as otherwise provided for
herein or in any other agreement I have made with you.
5. MULTIPLE ADVANCE LOANS: If this loan is to be made in multiple
advances, you and I anticipate that more than one advance will be made.
On extensions of closed-end credit, repayments of a portion of the
principal balance of the note will not enable me to obtain additional credit.
On extensions of open-end credit, repayment of a portion of the
principal balance of the note will entitle me to obtain additional credit,
unless the open-end credit commitment evidenced by this note has expired or has
been terminated by you. You will not be obligated to make an advance to the
extent that such an advance would cause the unpaid principal of the note to
exceed the maximum face amount of the note. You have no obligation to make such
an advance, even if you occasionally choose to do so.
6. INTERST: Each advance made under the terms of this note will earn
interest only from the date that I receive the advance. The interest rate
provided for in this note at any point in time will apply to the entire
principal balance outstanding at the time.
7. POST MATURITY RATE: For purposes of this note the term "maturity"
shall mean the following:
(1) If the note is a "demand" note, the date you make your demand or
the date that payment of the note is accelerated by you, whichever
is earlier;
(2) If the note is a "demand" note with a stated alternate maturity
date, the date of your demand or the alternate maturity date or
the date that you accelerate payment to the note, whichever date
is earlier; or
In all other cases, the date set for the last regularly scheduled
payment of principal or the date that you accelerate payment of the note,
whichever date is earlier.
8. SET-OFF: You have the right to set-off my deposit accounts and any
other rights that I may have to receive the payment of money from you. You may
exercise your right to set-off without notice to me and without regard to the
type or value of collateral or the existence of any guaranty for or other
agreements to pay this note.
You will not be responsible for the dishonor of any check when that
dishonor occurs as a result of your exercise of the right of set-off against my
account.
9. DEFAULT: I will be in default if any of the following events occurs:
(1) I fail to make a required payment when due;
(2) I breach any promise I have made to you under the terms of this
note, the security agreement (if applicable) or any other loan or
agreement with you;
(3) Any representation, warranty, promise or statement that I have
made to you proves to be (or at the time it was made or given was)
materially false or incorrect;
(4) I die, become insolvent, or initiate bankruptcy or similar
proceedings, or am adjudged a bankrupt.
(5) Any of my property in which you have a lien or security interest
is attached or otherwise taken another creditor, including any
garnishment of my accounts with you;
(6) I fail to maintain insurance covering the collateral;
(7) The maturity of any indebtedness I owe to others is accelerated as
a result of the occurrence of a default under this or any other
agreement;
(8) You at any time believe that the prospect for repayment of any
portion of the indebtedness secured hereby is significantly
impaired.
10. LENDER'S REMEDIES: Upon default, you may at your option, do one or
more of the following:
(1) You may, without notice, accelerate the maturity of this note and
require that all unpaid charges, interest and principal balances
be immediately due and payable;
(2) You may exercise your right to set-off against any right I have to
receive payment of money from you;
(3) You may exercise any rights or remedies you have under any other
agreement which secures this note;
(4) You may demand additional security or obligators to insure
repayment of this note;
(5) You may exercise all the rights of a secured party under the
Arkansas Uniform Commercial Code, and you may make use of any
other remedy available to you under any other state or federal
statute.
11. WAIVER: I hereby waive presentment, demand for payment, protest and
notice of dishonor, and I consent to any extension you may grant either before
or after maturity of this note. I consent to any substitution, release or
non-perfection of a security interest in the collateral and to release or
covenant not to xxx any co-signer or guarantor. No waiver of a default shall be
deemed a waiver or any other or later default. If under the terms of the
security agreement a lien would be created in a principal dwelling used by me or
any other person as a home, you waive the security interest so created unless
you have given an appropriate opportunity to rescind and the owner of the
property has not exercised that right.
12. ATTORNEYS' FEES: If this note is placed in the hands of an attorney
for collection, I agree to pay all attorneys' fees, court costs and other legal
expenses.
13. GOVERNING LAW: This note shall be governed by the laws of the State
of Arkansas.
14. LOCATION, STATE OF INCORPORATION AND NAME OF DEBTOR: Debtor's Chief
Executive Office is located in the State of _______; or Debtor's State of
incorporation is the State of Arkansas; or Debtor's principal place of residency
is the State of ________________; located at Two North College Avenue.
Debtor's exact legal name is as set above in this Agreement. Debtor
covenants that until the obligations set forth in this Agreement are paid in
full, Debtor agrees that it will:
If Debtor is a corporate entity,
(a) Preserve its corporate existence, and not, in one transaction or a
series of related transactions, merge into or consolidate with any
other entity, or sale all or substantially all of its assets;
(b) Not change the state of its incorporation or change its Chief
Executive Office; and not change its corporate name without
providing Secured Party with thirty (30) days prior written
notice.
If Debtor is an individual,
(a) Not change its principal place of residence;
(b) Not change its legal name without providing Secured Party with
thirty (30) days prior written notice.
15. CONTROL: Debtor will take whatever reasonable steps are requested
by Secured Party to join with Secured Party to obtain control with respect to
any Deposit Accounts, Investment Property, Letter of Credit Rights and
Electronic Chattel paper.
16. POSSESSION: Debtor shall have possession of the Collateral, except
where expressly otherwise provided in this Agreement or where the Secured Party
chooses to perfect its security interest by possession in addition to the filing
of a financial statement.
Where Collateral is in the possession of a third part, Debtor will join
with Secured party in notifying the third party of Secured Party's security
interest and obtaining an acknowledgment from the third party that it is _____
the Collateral for the benefit of the Secured Party.
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GUARANTEE: By signing below I unconditionally guarantee the payment of the note and any amounts agreed to be paid
under the terms of the security agreement. I also agree that all of the terms of the note and, to the extent
applicable, the security agreement will apply to me.
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NAME NAME
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X X
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CO-SIGNERS
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NAME NAME
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X X
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