EXHIBIT 10.37
LOAN AGREEMENT
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THIS LOAN AGREEMENT made and entered into this 8th day of January, 1991, by
and between COMPUTER SCIENCE INNOVATIONS, INC., as (the "Company") and SUN BANK,
NATIONAL ASSOCIATION, a National Banking Association, with its principal banking
offices located in Orlando, Orange County, Florida (the "Bank").
WITNESSETH:
WHEREAS, the Company wishes to borrower from the Bank the sum of
$1,000,000.00 on a revolving line of credit as an operating line, hereinafter
referred to as Loan "A"; and the sum of $500,000.00 as a further revolving line
of credit to support the Company's Egyptian Contract, hereinafter referred to as
Loan "B"; and
WHEREAS, the Bank is willing to make such loans upon the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the above premises and the mutual
covenants and conditions contained herein, the Company and Bank agree as
follows:
ARTICLE ONE
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DEFINITIONS AND ACCOUNTING TERMS
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Section 1.01. Definitions. For the purposes of this Agreement, the
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following terms shall have the respective meanings specified in this Section
1.01 (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):
(a) "Agreement" shall mean this Loan Agreement.
(b) "Bank Office" shall mean any branch office of the Bank located in
Brevard County, Florida, which office is an office of the Bank and not a
separate and distinct entity from the Bank.
(c) "Current Assets" shall mean those assets which in the regular course of
business of the Company and its subsidiaries on a consolidated basis will be
readily and quickly realized or converted into cash, all in accordance with GAAP
within the applicable accounting or time period, together with such additional
assets as may readily be converted into cash without impairing the business of
the Company and its subsidiaries and shall include cash, temporary investments,
receivables, inventories and pre-payments, but shall exclude loans to
stockholders.
(d) "Current Liabilities" shall mean those liabilities of the Company and
its subsidiaries on a consolidated basis or any portion thereof. Current
liabilities shall be defined as current maturities of long term debt plus notes
payable less than one (1) year, plus accounts payable, plus taxes payable, plus
accrued expenses, and any other liabilities due or that shall become due
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within a twelve (12) month period.
(e) "Debt to Net Worth Ratio" shall mean the ratio of total liabilities to
Tangible Net Worth.
(f) "Due Date" shall mean the date any payment of principal or interest is
due and payable on the Loan or Note.
(g) "Event of Default" shall mean an event of default specified in Article
Seven of this Agreement.
(h) "GAAP" shall mean generally accepted accounting principles consistently
applied to the particular item.
(i) "Interest Coverage Ratio" shall mean earnings before interest expense
and taxes divided by interest expense.
(j) "Loan" shall mean the following credit facilities made to the Company
by the Bank pursuant to an in accordance with the terms of this Loan Agreement:
l) Revolving Line of Credit in the amount of $1,000,000.00 (Loan "A")
2) Revolving Line of Credit in the amount of $500,000.00 (Loan "B")
(k) "Loan Documents" shall mean this Agreement, the Notes, the Security
Agreement, UCC Financing Statements, Collateral Assignment of Contract Rights,
Landlord Lien Waivers, Loan Commitment and all of the other documents,
agreement, certificates, schedules, notes, statements and opinions, however
described, referenced herein or executed or delivered pursuant hereto or in
connection with or arising with the Loan or the transactions contemplated by
this Agreement.
(l) "Loans from Stockholders" shall mean all loans or other advances made
to the Company from one or more Stockholder from time to time.
(m) "Loan to Stockholders" shall mean all loans or other advances made by
the Company to one or more Stockholders from time to time.
(n) "Note" shall mean the Company's Promissory Note or Notes evidencing the
Loan substantially in the form of Exhibit "A" attached hereto.
(o) "Obligations" shall mean, individually and collectively, the payment
and performance of duties, obligations and liabilities of the Company to the
Bank as described in or required by the Loan Documents.
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(p) "Person" shall mean any individual, joint venturer, partnership, firm,
corporation, trust, unincorporated organization or other organizational entity,
or a governmental body or any department or agency thereof, and shall include
both the singular and the plural.
(q) "Prime Rate" shall mean the "annual interest rate announced by Sun
Bank, Inc., from time to time as the Prime Rate (which interest rate is only a
benchmark, is purely discretionary and is not necessarily the best or lowest
rate charged borrowing customers of any subsidiary bank of Sun Banks Inc.). Any
such change in the Prime Rate will increase or decrease the periodic payments."
NOTE: Any change in the Prime Rate shall be effective at the beginning of the
business day on which such change is announced.
(r) "Principal Place of Business" shall mean the offices of the Company at
which its records are kept at 0000 Xxxxxxxxx Xxxxxx, X.X., Xxxx Xxx, Xxxxxxx
00000.
(s) "Total Liabilities" shall mean the aggregate amount of all liabilities
of the Company and its subsidiaries on a consolidated basis as determined by
GAAP.
(t) "Tangible Net Worth" shall mean the excess of (a) the tangible assets
of the Company on a consolidated basis which, in accordance with GAAP, are
tangible assets, after deducting adequate reserves in each case where, in
accordance with GAAP, a reserve is proper, over (b) all liabilities, excluding
minority interest, provided, however, that (i) inventory shall be taken into
account on the basis of the cost or current market value, whichever is lower,
(ii) in no event shall there be included as such tangible assets patents,
trademarks, tradenames, copyrights, licenses, goodwill or treasury stock or any
securities or liabilities of the Company unless the same are readily marketable
in the United States of America, and are entitled to be used as a credit against
federal income tax liabilities, (iii) securities included as such tangible
assets shall be taken into account at their current market price or cost,
whichever is lower, and (iv) any write-up in the book value of any assets shall
not be taken into account.
(u) "Year" shall mean the calendar year from January through December 31,
inclusive.
(v) "Current Maturities of Long Term Debt" shall mean that portion of
installment or term debt that must be paid within twelve (12) months from the
balance sheet date. The obligation shall be shown separately from Bank notes
payable in accordance with GAAP.
(w) "Amortization" shall mean the process of charging off an intangible
over a period of years according to GAAP.
(x) "Commitment" shall mean the Bank's commitment letter dated August 6,
l990 and further amended August l0, l990, a copy of which is attached hereto as
Exhibit "B" and by reference made a part hereof.
Section l.02. Accounting Terms. All accounting terms used herein shall be
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construed in accordance with GAAP consistently applied.
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ARTICLE TWO
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AMOUNT AND TERMS OF THE LOAN
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Section 2.0l. The Loan. The Bank agrees to lend or make available to the
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Company, the following credit facilities:
(a) A Revolving Loan in the aggregate principal amount of $1,000,00.00
(Loan "A"). The purpose of this Loan is to make available to the Company an
operating line.
(b) A further Revolving Line of Credit in the aggregate principal
amount of $500,000.00 (Loan "B"). The purpose of Loan "B" is to make available
to the Company, the sum of $500,000.00 as working capital for the Company's
contract with the Egyptian Government. Prior to the funding of any monies under
this Revolving Line of Credit, the Bank shall receive for its review and
approval, a fully executed contract between the Company and the Egyptian
Government or the appropriate U.S. Agency acting on their behalf, which contract
shall provide a statement of work and shall be assignable as collateral as
provided for in Section 6.02 of this Agreement.
Section 2.02. Interest on The Note. The Loan shall be evidenced by the
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Notes attached hereto as Exhibit "A" and shall be due and payable in accordance
with and as required by the terms and conditions contained therein and as
hereinafter provided in Section 2.07. The Company shall not be liable under the
Notes except with respect to funds actually advanced to the Company by the Bank
pursuant to the terms hereof. The Note interest on the Notes evidencing each of
the credit facilities shall be paid as follows:
(a) The note for Loan "A" in the amount of $1,000,000 shall bear
interest from the date thereof on the unpaid principal balance thereof from time
to time outstanding at a fluctuating interest rate per annum equal to the lesser
of (i) the interest: rate announced by Sun Bank, Inc., from time to time as the
Prime Rate (as herein defined) plus .75%, or (ii) the maximum rate of interest
permitted by law. Each change in the fluctuating interest rate on the Note due
to a change in the Prime Rate shall be effective as of the opening of business
for the Bank on the date of such change in the Prime Rate.
(b) The note for Loan "B" in the amount of $500,000.00 shall bear
interest from the date thereof on the unpaid principal balance thereof from time
to time outstanding at a fluctuating interest rate per annum equal to the lesser
of (i) the interest rate announced by Sun Bank, Inc., from time to time as the
Prime Rate (as herein defined) plus .75% or (ii) the maximum rate of interest
permitted by law. Each change in the fluctuating interest rate on the Note due
to a change in the Prime Rate shall be effective as of the opening of business
for the Bank on the date of such change in the Prime Rate.
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Section 2.03. Calculation of Interest. Interest due on the Loan shall be
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calculated on a 360 day year. The interest due on any date for payment of
interest hereunder shall be that interest to the extent accrued as of midnight
on the last calendar day immediately prior to that interest payment date.
Notwithstanding anything herein or in any Loan Document to the contrary, the sum
of all interest and all other amounts deemed interest under Florida or other
applicable law which may be collected by the Bank hereunder shall not exceed the
maximum lawful interest rate permitted by such law from time to time. The Bank
and the Company intend and agree that under no circumstance shall the Company be
required to pay interest on the Loans or on any other Obligations at a rate in
excess of the maximum interest rate permitted by applicable law in effect from
time to time, and in the event any such interest is received or charged by the
Bank in excess of the rate, the Company shall be entitled to an immediate refund
of any such excess interest by a credit to and payment toward the unpaid balance
of the Loan (such credit to be considered to have been made at the time of the
payment of the excess interest) with any excess interest not so credited to be
immediately paid to the Company by the Bank.
Section 2.04. Payment of Note. The Company shall pay the Notes as
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heretofore described with interest at the rate set forth in Section 2.02 as
follows:
(a) Loan "A". Interest only shall be payable monthly on the principal
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balance due and owing from time to time. The principal balance shall be due and
payable upon demand and the Bank shall conduct an annual review on or before
June 30, 1991. The principal balance shall be paid in full for a period of at
least thirty (30) days during the first twelve months and for each twelve month
period thereafter during which the credit continues to be made available by the
Bank to the Company. In the event that the amount advanced by the Bank to the
Company from time to time, exceeds $750,000.00, the Company shall maintain a
borrowing formula wherein 70% of the current to 90 day account receivable shall
have a value equal to or greater than $750,000.00. In the event that the value
of the accounts receivable as heretofore determined, becomes less than the
amount advanced by the Bank to the Company in excess of $750,000.00, then in
such event, the Company shall immediately forthwith reduce the outstanding
balance of the line of credit to an amount equal to the value of the accounts
receivable according to the borrowing formula. The calculation of the accounts
receivable in accordance with the borrowing formula will be based on the last
month's report of receivables as provided for in Section 4.0l (ii).
(b) Loan "B". Interest only shall be payable monthly on the principal
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due and owing from time to time. The principal balance shall be due and
payable upon demand and the Bank shall conduct an annual review on or before
June 30, 1991.
Section 2.05. Method of Prepayment. The Company may at any time prepay
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all or any part of the principal amount of the Loans Outstanding without premium
or penalty.
Section 2.06. Set-off. The Company hereby grants to the Bank a lien on,
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and a security interest in, the deposit balances, accounts, items, certificates
of Deposit and monies of the Company in the possession of or on deposit with the
Bank of any Bank Office to secure and as collateral for the payment and
performance of the obligations created by the Loans. The Bank, upon giving
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written notice, shall immediately appropriate and set-off against and apply the
same to the Obligations when and as due and payable.
Section 2.07. Application of Payments. All payments made on the Note
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shall be applied first to interest accrued to the date of payment and next to
the unpaid principal balance provided, however, in the event an Event of Default
occurs, payment shall be applied first to any costs or expenses, including
reasonable attorneys fees, that the Bank may incur in exercising its rights
under the Loan Documents, as the Bank may determine.
ARTICLE THREE
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REPRESENTATIONS AND WARRANTIES
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The Company represents and warrants to the Bank that:
Section 3.0l. Organization, Corporate Powers, etc. The Company (i) is a
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corporation duly organized, validly existing and in good standing under the laws
of the State of Florida, (ii) has all requisite power and authority, corporate
and otherwise to own its properties and assets and to carry on its business as
now conducted and proposed to be conducted, (iii) is duly qualified to do
business and is in good standing in every jurisdiction in which the character of
its properties or assets owned or the nature of their activities conducted makes
such qualification necessary including the State of Florida, and (iv) has the
corporate power and authority to execute and deliver, and to perform its
obligations under this Agreement, the Note, and the other Loan Documents.
Section 3.02. Authorization of Loan, etc. The execution, delivery and
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performance of the Loan Documents by the Company, to the extent applicable, (a)
have been duly authorized by all requisite corporate action (no shareholder
action being required pursuant to applicable law) and (b) will not (i) violate
(A) any provision of law, any governmental rule or regulation, any order of any
court or other agency of government or the Articles of Incorporation or By-Laws
of the Company, to the extent applicable or (B) any provision of any indenture,
agreement or other instrument to which the Company, to the extent applicable, is
a party or by which it or any of its properties or assets are bound, (ii) be in
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any such indenture, agreement or other instrument,
or (iii) result in the creation or imposition of any lien, charge or encumbrance
of any nature whatsoever upon any of the properties or assets of the Company
other than as permitted by the terms hereof.
Section 3.03. Agreements.
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(a) The Company is not a party to any agreement, indenture, lease or
instrument or subject to any charter or other corporate restriction or any
judgment, order, writ, injunction, decree, rule or regulation materially and
adversely affecting its business, properties, assets, operations or condition
(financial or otherwise). There are no unrealized losses with respect to any
such agreement, indenture, lease or instrument.
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(b) The Company is not in default in the performance, observance or
fulfillment of any of the material obligations, covenants or conditions
contained in any material agreement or instrument to which it is a party.
(c) The Company enjoys peaceful and undisturbed possession in all
material respects under all leases as to which the Company is a lessee and all
such leases are valid and subsisting and in full force and effect.
Section 3.04. Tax Returns and Payments. All federal, state and local tax
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returns and reports of the Company required to be filed have been filed, and all
taxes, assessments, fees and other governmental charges upon the Company, or
upon any of its properties, assets, incomes or franchises, which are due and
payable in accordance with such returns and reports, have been paid, other than
those presently (a) payable without penalty or interest, or (b) contested in
good faith and by appropriate and lawful proceedings prosecuted diligently. The
aggregate amount of the taxes, assessments, charges and levies so contested is
not material to the condition (financial or otherwise) and operations of the
Company. The charges, accruals, and reserves on the books of the Company in
respect of federal, state and local taxes for all fiscal periods to date are
adequate and the Company knows of no other unpaid assessment for additional
federal, state or local taxes for any such fiscal period or of any basis
therefor. The Company has and will establish all necessary reserves and make all
payments required of it to be set aside or made in regard to all F.I.C.A.,
withholding, sales or excise, and all other similar federal, state and local
taxes.
Section 3.05. Financial Conditions.
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(a) All balance sheets, statements of profit and loss, and other
financial data that have been given to the Bank with respect to the Company:
(i) are complete and correct in all material respects;
(ii) accurately present the financial condition of the Company
and the results of their operation as of the dates and for the periods for
which the same have been furnished;
(iii) have been prepared in accordance with generally accepted
accounting principles consistently followed throughout the periods covered
thereby: and
(iv) disclose all known liabilities, direct or contingent, as of
their respective dates.
(b) There have been no adverse changes in the business, properties,
condition (financial or otherwise, of Company, or any other party obligated to
Bank under the Loan Documents) and there has been no change in the structure or
ownership of said parties. The financial statements submitted to Bank in
connection with the Loan were true and correct as the date of submission and
remain true and correct as of the date hereof.
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(c) There are no judgments, decrees, actions, suits or proceedings,
including without limitation, bankruptcy proceedings, pending or threatened
against or affecting the Company, or the property, before any Court, Arbitrator
or Governmental Department or agency which may result in any materially adverse
change in the financial condition of the Company, or any other party obligated
to the Bank under the Loan Documents or which would materially and adversely
affect the collateral or this loan transaction.
Section 3.06. Commitment Letter. The Company further warrants and
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represents that it has complied with each of the terms of the Bank's Commitment
and that there exists no condition or outstanding requirement of the commitment
letter which has not been fulfilled in its entirety as an integral part of this
loan.
ARTICLE FOUR
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COVENANTS OF THE COMPANY
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Section 4.0l. Affirmative Covenants. The Company covenants, for so long
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as any of the principal amount of or interest on the Notes is outstanding and
unpaid or any duty or obligation of the Company hereunder or under any of the
other Obligations remains unpaid or unperformed, as follows:
(a) Accounting: Financial Statements; Etc. The Company will deliver to
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the Bank copies of each of the following:
(i) The Company will submit year-end unqualified audited
financial statements prepared by a CPA acceptable to the Bank for the
Company, within ninety (90) days of the end of the Company's fiscal year
unless extended in writing by the Bank.
(ii) The Company shall submit to the Bank on or before the 15th
of each month, (except for the fiscal year end report which shall be
provided within twenty-five (25) days following the end of the fiscal year)
the prior month's balance sheet, income statement, report of accounts
receivable aging and accounts payable aging, contract status, proposal
status, backlog and orders secured, as well as other relevant information
concerning the business activity and financial condition of the Company. A
certificate will be furnished with each monthly report signed by the
President or the Executive Vice President of the Company certifying that
the foregoing information is true and correct and that all conditions of
this Loan Agreement are being complied with or if not, what the exceptions
are.
(iii) With reasonable promptness, such other data and information
as from time to time may be reasonably required by the Bank in regard to
the Company.
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All financial statements shall be in form and substance as reasonably
requested by the Bank.
(b) Inspection. The Company will permit the Bank to visit and inspect
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any of the properties and Places of Business of the Company, including its or
their respective books and records (and to make extracts therefrom), and to
discuss their respective affairs, finances and accounts with their respective
officers, all at such reasonable times and as often as may reasonably be
requested provided that the Bank shall not be permitted to inspect secured,
restricted or otherwise classified areas, without the express permission of the
Company. The Company shall keep all books and records in an unclassified or
unrestricted area of the Company's property, so that such books and records
shall, at all times, be available for inspection by the Bank as herein provided.
(c) Maintenance of Corporate Existence: Compliance With Laws. The
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Company shall at all times preserve and maintain in full force and effect is
corporate existence, powers, rights, licenses, permits and franchises in the
jurisdiction of its incorporation; continue to conduct and operate its business
substantially as conducted and operated during the present and preceding fiscal
year of the Company; operate in full compliance with all applicable laws,
statutes, regulations, certificates of authority and orders in respect of the
conduct of its business; and qualify and remain qualified as a foreign
corporation in each jurisdiction in which such qualification is necessary or
appropriate in view of its business and operations.
(d) Notice of Default. The Company shall immediately notify the Bank
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in writing upon the happening, occurrence or existence of any Event of Default,
or any event or condition which with the passage of time or giving of notice, or
both, would constitute an Event of Default, and shall provide the Bank with such
written notice, a detailed statement by a responsible officer of the Company of
all relevant facts and the action being taken or proposed to be taken by the
Company with respect thereto.
(e) Notice of Suit, Proceedings, Adverse Change. The Company shall
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promptly give the Bank notice in writing (a) of all known threatened or actual
actions or suits (at law or in equity) and of all threatened or actual
investigations or proceedings by or before any court, arbitrator or any
governmental department, commission, board, bureau, agency or other
instrumentality, state, federal or foreign, affecting the Company, the rights or
other properties of the Company, (i) which involves potential liability of the
Company in an amount in excess of $500,000.00 or (ii) which the President or
Executive Vice-President of the Company believe in good faith is likely to
materially and adversely affect the financial condition of the Company or to
impair the right or ability of the Company to carry on its businesses as now
conducted or to pay the Obligations or perform the duties under the Loan
Documents and which the Company has knowledge; (b) or any material adverse
change in the condition (financial or otherwise) of the Company; and (c) of any
seizure or levy upon any part of the properties of the Company under any process
or by a receiver.
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(f) Checking Accounts. The Company shall maintain all depository
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accounts with the Bank or at a Bank Office, or any other banking affiliate of
Sun Bank, N.A., except for those non-primary accounts maintained outside of the
State of Florida.
(g) Insurance. The Company shall procure and maintain and comply with
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such insurance and policies of insurance (including without limitation public
liability and product and manufacturer's liability insurance with minimum
coverage of $1,000,000.00) as may be required by law and such other insurance as
is customarily maintained by companies similarly situated, or as the Bank may
from time to time reasonably request and which are customarily required for
commercial enterprises of the kind and nature similar to that of the Company. In
particular, the following insurance policies will be obtained and maintained in
full force and effect throughout the term of this Agreement.
(i) As a requirement of the loan commitment and pursuant to the
terms and conditions of this Loan Agreement, the Company shall maintain in
full force and effect, during the term of this Loan, life insurance
policies on the lives of the following persons in the amounts as indicated:
indicated:
Xxxx X. Xxxxx $500,000.00
Xxxxx X. Xxxxxxxx $500,000.00
The Company shall be designated as the irrevocable beneficiary thereof as
long as there remains an outstanding balance on the loans or an obligation
on the part of the Bank to fund the loans.
(ii) Appropriate hazard insurance and flood insurance, if
applicable, covering all real property, inventory, and equipment of the
Company in the face amount of not less than $1,000,000.00. The Company
shall furnish to the Bank certificates reflecting said insurance. The Bank
agrees that the Company may negotiate the settlement of any claims for
damages less than $100,000.00, provided that the proceeds realized from the
settlement of such claims are used to replace or refurbish equipment,
inventory or property damaged and which is the subject matter of the claim
of loss. In the event that the claim for damages exceeds $100,000.00, the
Bank, in its sole discretion, may elect to apply the insurance proceeds
towards the reduction of the principal and interest obligations of the
loans.
(iii) The Company shall designate as additional loss payee the
Bank as follows: Sun Bank, National Association, its successors and
assigns, Xxxx Xxxxxx Xxx 0000, Xxxxxxxxx, Xxxxxxx 00000-0000 Attention:
Commercial Loans.
(h) Debts, Taxes and Liabilities. The Company shall pay and discharge
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(i) all of its indebtedness and obligations in accordance with their terms and
before they shall become in
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default, (ii) all taxes, assessments and governmental charges or levies imposed
upon it or upon its income and profits or against its properties, prior to the
date on which penalties attach thereto, and (iii) all lawful claims which, if
unpaid, might become a lien or charge upon any of its properties; provided,
however, that the Company shall not be required to pay any such indebtedness,
obligation, tax, assessment, charge, levy or claim which is being contested in
good faith by appropriate and lawful proceedings diligently pursued and for
which adequate reserves have been set aside on its books. The Company shall also
set aside and/or pay as and when due all monies required to be set aside and/or
paid by any federal, state or local statute or agency in regard to F.I.C.A.,
withholding, sales or excise or other similar taxes.
(i) Notification of Change of Name or Business Location. The Company
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shall notify the Bank of each change in the name of the Company and of each
change of the location of the Principal Place of Business and any Places of
Business provided, however, the Principal Place of Business may not be kept out
of or removed from Brevard County, Florida without the prior written consent of
the Bank.
(j) Minimum Financial Criteria. The Company shall maintain the
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following minimum financial criteria:
(i) Current Ratio. For the Company, it shall maintain a minimum
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current ratio of 1.50:1. Current ratio shall be defined as Current Assets
divided by Current Liabilities.
(ii) Minimum Working Capital. The minimum working capital shall
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$700,000.00. Working Capital shall be defined as Current Assets minus
Current Liabilities.
(iii) Minimum Tangible Net Worth. Minimum Tangible Net Worth shall
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be $1,250,000.00.
(iv) Minimum Interest Coverage Ratio. At all times that the
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average loan outstandings exceed $750,000.00, the minimum interest coverage
ratio shall be not less than 1.50:1. In the event the outstandings are less
than $750,000.00, the minimum interest coverage ratio shall be not less
than 2.00:1. This ratio shall be monitored on a year to date fiscal quarter
basis.
(k) Maximum Financial Criteria. The Company shall maintain the
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following maximum financial criteria:
(i) Maximum Debt to Net Worth Ratio. At all such times as combined
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principal balance outstanding on Loan "A" and Loan "B" exceeds $750,000.00,
the maximum Debt to Net Worth Ratio shall be 1.70:1. In the event that the
combined outstanding principal balance of Loan "A" and Loan "B" is less
than $750,000.00, then the maximum Debt to Net Worth Ratio shall be
maintained at 1.45:1.
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Section 4.02. Negative Covenants. The Company covenants, for so long as any
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of the principal amount of or interest on the Notes is outstanding and unpaid or
any Obligations remain unpaid or unperformed, as follows:
(a) Sale of Assets. The Company will not sell, lease, assign, transfer
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or otherwise pledge or encumber or dispose of any assets, other than as worn
out, obsolete, traded in on new equipment, or in the normal course of business
without the express written consent of the Bank.
(b) Change in Ownership of Principal Stockholders. The Company shall
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make no change in the position of Xxxx Xxxxx as President and Xxxxx X. Xxxxxxxx
as Executive Vice-President and officers of the Company or in the ownership of
stock by the foregoing officers without the prior written consent of the Bank.
In the event that the aforesaid President or Executive Vice-President resign
from the Company without the prior written consent of the Bank, such resignation
shall constitute a default under the terms and conditions of the Loan Documents.
(c) Merger or Consolidation. The Company will not consolidate with or
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merge into any other corporation, or permit another corporation to merge into
it, or acquire in a transaction analogous in purpose or effect to a merger or
consolidation all or substantially all the properties or assets of any other
entity without the Bank's prior written consent which shall not be unreasonably
withheld.
(d) Additional Indebtedness. The Company shall not incur any new
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obligations except for trade accounts payable in the ordinary course of
business, capital leases in excess of $20,000.00 (cumulative on an annual
basis), and taxes without the prior written consent of the Bank. In the event
stockholder loans to the Company are made, such indebtedness shall be
subordinated, in writing, to the Company's indebtedness to the Bank.
(e) Hypothecation. The Company will not, without the Bank's prior
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written consent, voluntarily or involuntarily hypothecate, mortgage, pledge, or
subject to a lien, security interest or other encumbrance of any nature
whatsoever any of its real or personal property now owned or hereafter acquired.
(f) Other Agreements. The Company will not enter into any
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arrangements, contractual or otherwise, which would materially and adversely
affect its or their duties or the rights of the Bank under the Loan Documents or
which is inconsistent with or limits or abrogates the Loan Documents.
(g) Fiscal Year. The Company will not change its fiscal year from a
-----------
year ending March 31 without reasonable notice to the Bank.
(h) Loans to Stockholders. The Company shall make no loans to the
---------------------
principal stockholders without the prior written consent of the Bank.
-12-
ARTICLE FIVE
------------
CONDITIONS OF LENDING
---------------------
The obligations of the Bank to lend hereunder and advance any monies under
the Note and to make any Advance under Section 2.03 from time to time are
subject to the following conditions precedent:
Section 5.01. Representations and Warranties. The representations and
------------- ------------------------------
warranties set forth in the Loan Documents are true and correct on and as of the
date hereof, and on the date of each Advance hereunder.
Section 5.02. No Default. On the date hereof and on the date of each
------------- ----------
Advance, the Company shall be in compliance with all the terms and provisions
set forth in the Loan Documents on its or their part to be observed or
performed, and no Event of Default nor any event that, upon notice or lapse of
time or both would constitute such an Event of Default, shall have occurred and
be continuing at such time.
Section 5.03. Officer's Certificate. Substantially simultaneously with the
------------- ---------------------
execution hereof, and with the submission of each financial statement hereunder
and on such other dates as the Bank may request, the Company shall deliver to
the Bank a certificate, dated as of the date given, and signed by a responsible
officer of the Company, confirming compliance with all of the conditions of this
Agreement by the Company.
Section 5.04. Loan Documents. The Company shall have delivered or caused to
------------- --------------
be delivered to the Bank all the Loan Documents, in form and substance
satisfactory to the Bank, as the Bank may request and all of the Loan Documents
are in full force and effect.
Section 5.05. Supporting Documents. On or prior to the date hereof, the
------------- --------------------
Bank shall have received the following supporting documents, all of which shall
be satisfactory in form and substance to the Bank:
(a) A certificate or certificates, dated as of the date hereof, of (i)
the Secretary or any Assistant Secretary of the Company certifying (A) that
attached thereto is a true and correct copy of certain resolutions adopted by
the Board of Directors of the Company authorizing the execution, delivery and
performance of the Loan Documents and the performance of the Company's
obligations and the borrowings thereunder, which resolutions have not been
altered or amended in any respect, and remain in full force and effect at all
times since their adoption: (B) that attached thereto is a true and correct copy
of the Certificate of Incorporation of the Company, that such Certificate of
Incorporation has not been altered or amended, and no other charter documents
have been filed, since the date of the filing of the last amendment thereto or
other charter document as indicated on the certificate of the Secretary of State
of the State of Florida attached thereto; and (C) the incumbency and signatures
of the officers of the Company signing the Loan Documents and any report,
certificate, letter or other instrument or document furnished by the Company in
connection
-13-
therewith, and (ii) another authorized officer of the Company certifying the
incumbency and signature of the Secretary or Assistant Secretary of the Company;
(b) A certificate of the Florida Secretary of State dated as of a
recent date, as to the good standing of the Company;
(c) A copy of the corporate By-Laws certified by the Secretary as a
true and correct copy;
(d) Such additional supporting or similar documents as the Bank may
reasonably request in regard to the Company.
ARTICLE SIX
-----------
COLLATERAL
----------
Section 6.01. Security Agreement. The Company has executed a Security
------------- ------------------
Agreement and UCC-1 Financing Statements for the purpose of pledging all of its
accounts, contract rights, inventory and equipment to secure the repayment of
the indebtedness represented by Notes "A" and "B". The company agrees to execute
any and all further documents necessary to properly perfect the Bank's security
interest therein.
Section 6.02. Collateral Assignment. The company has further executed a
------------- ---------------------
collateral assignment of contract rights and proceeds arising out of the
contract between the Company and the Egyptian Government. A Summary of which is
attached hereto as Exhibit "C".
Section 6.03. Cross Collateral. The collateral is also pledged as security
------------- ----------------
for all other liabilities (primary, secondary, direct, contingent, sole, joint
or several), due to become due or which may hereafter be contracted or acquired,
of the Company, to the Bank. Further, any other collateral, whether real or
personal, held by the Bank on any liability due or to become due, or which may
hereafter be contracted, or acquired with or from the Company shall also
constitute additional collateral to further secure the Note.
ARTICLE SEVEN
-------------
EVENTS OF DEFAULT
-----------------
Section 7.01. Events of Default. The following each and all are Events of
------------- -----------------
Default hereunder:
(a) Monetary Default. If the Company shall default in any payment of the
----------------
principal or interest on the Loan when and as the same shall become due and
payable, whether at maturity, by acceleration at the discretion of the Bank or
otherwise; or
-14-
(b) Non-Monetary Default. If the Company shall default in the performance
--------------------
of or compliance with any term or covenant contained in the Loan Documents
(other than a term or covenant a default in the performance of which or non-
compliance with which is elsewhere specifically dealt with) which default or
non-compliance shall continue and not be cured within thirty (30) days of
written notice thereof to the Company by the Bank; or
(c) False Misrepresentation. If any representation or warranty made in
-----------------------
writing by or on behalf of the Company or in any other Loan Document shall prove
to have been knowingly false or incorrect in any material respect on the date as
of which made or reaffirmed; or
(d) Bankruptcy. If the Company shall make an assignment for the benefit of
----------
creditors, file a petition in bankruptcy, petition or apply to any tribunal for
the appointment of a custodial receiver or trustee for any of them or a
substantial part of their assets, or shall commence any proceeding under any
bankruptcy reorganization, arrangement, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction, whether now or hereafter in
effect, or if there shall have been filed any such petition or application, or
any such proceeding shall have been commenced against any of them, in which an
order for relief is entered or which remains undismissed for a period of thirty
days (30) days or more; or
(e) Litigation against the Company. Any suit shall be filed which could
------------------------------
reasonably be expected to substantially impair the ability of the Company to
perform the obligations under and by virtue of the loan documents.
Section 7.02. Failure to disprove default. Should Bank reasonably suspect
------------- ---------------------------
the occurrence of one or more of the aforesaid Events of Default and the
Company, upon request of the Bank, shall fail to provide evidence reasonably
satisfactory to Bank that such Event or Events of Default have not, in fact,
occurred, then such Event shall be deemed to have occurred.
Section 7.03. Cross Defaults. A default under any Loan Document, including
------------- --------------
a default under this Agreement, shall be and constitute a default under all
outstanding loans to the Company by the Bank, and further, a default under any
of the outstanding loans to the Company by the Bank shall be and constitute a
default under this Agreement and each and all of the Loan Documents, subject
however to the thirty (30) days notice and right to cure non-compliance with
respect to non-monetary defaults as delineated in Section 7.01(b), above.
ARTICLE EIGHT
-------------
RIGHTS UPON DEFAULT
-------------------
Upon the occurrence of any Event of Default, the Bank shall have and may
exercise any or all of the rights set forth herein provided, however, the Bank
shall be under no duty or obligation to do so:
Section 8.01. Acceleration. To declare the indebtedness evidenced by the
------------- ------------
Note and all other Obligations to be forthwith due and payable, whereupon the
Note and all other Obligations shall
-15-
become forthwith due and payable, both as to principal and interest, without
presentment, demand, protest or any other notice or grace period of any kind,
all of which are hereby expressly waived, anything contained herein or in the
Notes or in such other Obligations to the contrary notwithstanding.
Section 8.02. Right of Setoff. To exercise its right of setoff as
------------- ---------------
permitted under Section 2.06.
Section 8.03. Application of Proceeds. Any and all proceeds resulting
------------- -----------------------
from the exercise of any and all of the foregoing remedies shall be applied (i)
first to the cost and expenses, including reasonable attorneys fees incurred by
the Bank in connection with the exercise of its remedies; (ii) second, to the
expenses of curing the default that has occurred, in the event that the Bank
elects, in its sole discretion (and without obligation to do so) to cure the
default that has occurred; (iii) third, to the satisfaction of the obligations
of the Company to the Bank, including without limitations, the payment of the
principal of, and interest on the indebtedness evidenced by the Notes, in any
order selected by Bank; and (iv) fourth, the remainder, if any, to the Company
or any other person lawfully entitled thereto.
ARTICLE NINE
------------
MISCELLANEOUS
-------------
Section 9.01. No Waiver, Cumulative Remedies. No failure or delay on the
------------- ------------------------------
part of the Bank in exercising any right, power or remedy hereunder, or under
the Note or the other Loan Documents shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or remedy preclude
any other or further exercise thereof or the exercise of any other right, power
or remedy hereunder or thereunder. The remedies herein and therein provided are
cumulative and not exclusive of any remedies provided by law or in equity.
Section 9.02. Amendments, Etc. No amendment, modification, termination or
------------- ----------------
waiver of any provision of this Agreement, the Note or the other Loan Documents,
nor consent to any departure by the company therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Bank, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.
Section 9.03. Addresses for Notices, Etc. All notices, requests, demands
------------- ---------------------------
and other communications provided for hereunder shall be in writing (including
telex or telegraphic communications) and shall be deemed to have been given (i)
in the case of delivery, when addressed to the other party and delivered to the
address set forth below, (ii) in the case of mailing, three days after said
notice has been deposited, postage prepaid, in the United States Mails by
certified or registered mail, return receipt requested, and (iii) in all other
cases when received by the party. The address to which matters may be sent or
delivered to each party are as follows:
-16-
If to the Company: Computer Science Innovations, Inc
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxx Xxx, XX 00000
Attn: Xxxx Xxxxx
If the Bank: Sun Bank, National Association
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxx, Xxxxxxx 00000
Attn: Commercial Loan Department Manager
With a Copy to: Xxxxx Xxxxxxxx, Esq.
Reinman, Harrell, Xxxxxx, et al.
0000 X. Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Each party may change the address to which matters are to be sent or
delivered as set forth above by giving written notice of such change in the
manner set forth above.
Section 9.04. Applicable Law. This Agreement, and each of the Loan
------------- --------------
Documents and transactions contemplated herein (unless specifically stipulated
to the contrary in such document) shall be governed by and interpreted in
accordance with the laws of the State of Florida.
Section 9.05. Survival of Representations and Warranties. All
------------- ------------------------------------------
representations, warranties, covenants and agreements contained herein or made
in writing by the Company in connection herewith shall survive the execution and
delivery of this Agreement, the Note and the other Loan Documents and be true
and correct during the term of the Loan.
Section 9.06. Time of the Essence. Time is of the essence of this
------------- -------------------
Agreement, the Note and the other Loan Documents.
Section 9.07. Headings. The headings in this Agreement are intended to be
------------- --------
for convenience of reference only, and shall not define or limit the scope,
extent or intent or otherwise affect the meaning of any portion hereof.
Section 9.08. Severability. In case any one or more of the provisions
------------- ------------
contained in this Agreement, the Note or the other Loan Documents shall for any
reason be held to be invalid, illegal or unenforceable in any respect, the same
shall not affect any other provision of this Agreement, the Note or the other
Loan Documents, but this Agreement, the Note and the other Loan Documents shall
be construed as if such invalid or illegal or unenforceable provision had never
been contained therein.
Section 9.09. Counterparts. This Agreement may be executed in any number
------------- ------------
of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.
-17-
Section 9.10. Conflict. In the event any conflict arises between the
------------- --------
terms of this Agreement and the terms of any other Loan Document including the
Note, the Bank shall have the option of selecting which conditions shall govern
the loan relationship evidenced by this Agreement and, if the Bank does not so
indicate, the terms of this Agreement shall govern in all instances of such
conflict.
Section 9.11. Term. The term of this Agreement shall be for such period
------------- ----
of time until the Loan and Note have been repaid in full, the Company has no
further right to request any Advance on the Loan and all Obligations have been
paid to the Bank in full.
Section 9.12. No Third Party Beneficiary. This Agreement is solely
------------- --------------------------
between the parties hereto and no person not a party to this Agreement shall
have any rights or privileges hereunder either as a third party beneficiary or
otherwise.
Section 9.13. No Partnership or Joint Venture. Nothing herein or the acts
------------- -------------------------------
of the parties hereto shall be construed to create a partnership or joint
venture between the Company and the Bank, nor to create any obligation on the
part of the Bank as to the Company.
Section 9.14. Successors and Assigns Included in Partner. Whenever in
------------- ------------------------------------------
this Agreement one of the parties hereto is named or referred to, the legal
representative, successors, successors in title and assigns of such parties
shall be included, and all covenants and agreements contained in this Agreement
by and on behalf of the company or by and on behalf of the Bank shall bind and
inure to the benefit of their respective legal representatives, successors,
successors in title, and assigns, whether so expressed or not.
Section 9.15. Assignment. The Notes, this Agreement and the other Loan
------------- ----------
Documents may be endorsed, assigned and/or transferred in whole or in part by
the Bank and any such holder and assignee of same shall succeed to and be
possessed of the rights of the Bank under all of the same to the extent
transferred and assigned. Bank may grant participation in all or a portion of
its interest in the loan. Company shall not assign any of their rights nor
delegate any of their duties hereunder or under any of the other Loan Documents
without the prior express written consent of the Bank.
Section 9.16. Costs and Attorney Fees. If an Event of Default occurs
------------- -----------------------
under Agreement or a default occurs under other Loan Document, then, in that
event, the Company agrees to promptly pay to the Bank, upon demand therefore,
all costs, expenses and attorneys fees incurred or paid by the Bank in enforcing
its rights under this Agreement or any Loan Document. As used herein, costs,
expenses and attorneys fees include costs, expenses and attorney's fees incurred
or paid by the Bank in regard to any appellate proceedings.
Section 9.17. Entire Assignment. Except as otherwise expressly provided
------------- -----------------
herein, this Agreement and the other Loan Documents embody the entire agreement
and understanding between
-18-
the parties hereto and supersede all prior agreements and understandings
relating to the subject matter hereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed, sealed and delivered, as applicable, by their duly authorized
officers on the day and year first above written.
Signed, sealed and delivered in the SUN BANK, NATIONAL ASSOCIATION
presence of:
____________________________________ By: ____________________________
____________________________________ Attest:_________________________
(As to Bank)
COMPUTER SCIENCE INNOVATIONS,
INC., a Florida Corporation
By: /s/ Xxxx Xxxxx
-----------------------------
____________________________________ Xxxx X. Xxxxx, President
____________________________________
(As to Company) By: /s/ Xxxxx Xxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxx
Executive Vice President
-19-
Sun Bank [logo]
PROMISSORY NOTE
$1,000,000.00 January 1991
--------------- ---------------
The undersigned (whether one or more hereinafter called "Maker"), jointly
and severally, promise(s) to pay to the order of Sun Bank, National Association
------------------------------
(herein called "Bank") at its offices located at Melbourne Florida, ONE MILLION
-----------
and 00/100 DOLLARS ($1,000,000.00), together with interest from the date hereof
----------
at the rate hereinafter provided, and applicable fees in the following manner:
REPAYMENT SCHEDULE:
[_] Single Payment Principal Due in Full On:_______________________________________________________
Interest Payable:_______________________________________________________________
[_] Instalment Payment (Including interest): In ___________ _____________________________
(No.) (Period)
Installments of $___________ commencing on ___________, 19__, and on the same
day of each successive ___________ thereafter, together with FINAL PAYMENT of
$___________, due and payable on ______________, 19__.
[_] Instalment Payment (plus interest): ___________ ________________________________
(No.) (Period)
Principal Installments of $___________, plus interest, commencing on ___________,
19__, and on the same day of each successive ___________ thereafter, together with
FINAL PAYMENT of $___________, plus accrued interest due and payable on
______________, 19__.
[_] Multiple Payment: Principal and interest are payable as follows:__________________________________
________________________________________________________________________________
________________________________________________________________________________
[_] ON DEMAND Principal payable ON DEMAND with interest payable monthly commencing on February 1,
------- ----------
1991 and each month thereafter.
---- -----
THE INTEREST RATE IS AS FOLLOWS: [_] If checked here, the interest rate provided
herein shall be computed on the basis of a 360 day year and shall be calculated
for the actual number of days elapsed.
VARIABLE INTEREST RATE:
[_] Not Applicable
[X] Applicable, provided however that the interest rate charged hereunder
shall never exceed the maximum rate allowed, from time to time, by
law.
If applicable, the interest rate stated herein shall, from time to time,
automatically increase or decrease so that at all times it shall be equivalent
to (check appropriate box and complete):
[X] .75% over the annual interest rate announced by Sun Banks, Inc., from time
to time, as the prime rate (which interest rate is only a bench xxxx, is
purely discretionary and is not necessarily the best or lowest rate charged
borrowing customers of any subsidiary bank of Sun Banks, Inc.). Any such
change in prime rate will increase or decrease your periodic interest
payments. Any change in prime rate shall be effective at the beginning of
the business day on which such change is announced; or,
[_] _____% over the ___________________________________________________________
________________________________________________________________________________
FIXED RATE [_] Applicable at _____% per annum, simple interest. [_] Not Applicable.
LATE CHARGE FEE [_] If checked here, if a payment is late, you will be charged 5% of the payment.
SERVICE FEE A service fee of the lesser of $50.00 or 2 percent of the principal amount of this loan,
which will not be refunded in the event of prepayment.
In the event any Instalment of principal or interest or any part thereof is
not paid when it becomes due, or in the event of any default thereunder, the
principal sum remaining unpaid hereunder, together with all accrued and past due
interest thereon, shall immediately and without notice become due and payable at
the election of the holder at any time thereafter.
-20-
Notwithstanding any rate of interest provided herein, the interest rate on
any payment or payments of principal or interest, or any part thereof, which is
not made when due shall, thereafter, be at the maximum rate allowed, from time
to time, by law. Minimum interest of $10.00 on any single payment loan or $15.00
on any installment loan will be charged on loans not exceeding $50,000.
This note is [_] SECURED [_] UNSECURED (Notwithstanding the fact that this
note is marked 'unsecured',
Maker understands and agrees that any other security interest the Bank now holds
or may hereafter acquire from the Maker may secure this note).
As security for the payment of this note Maker has pledged or deposited
with Bank and hereby grants to Bank a security interest in the following
property: all accounts, contract rights, inventory and equipment of Borrower
------------------------------------------------------------------
(including all cash, stock and other dividends and all rights to subscribe for
securities incident to, declared, or granted in connection with such property
and including any returned or unearned premiums from any insurance financed
hereunder), which property, together with all additions and substitutions
hereafter pledged or deposited with Bank is called the Collateral. The
Collateral is also pledged as security for all other liabilities (primary,
secondary, direct, contingent, sole, joint, or several), due or to become due or
which may be hereafter contracted or acquired, of each Maker (including each
Maker and any other person) to Bank. The surrender of this note, upon payment
or otherwise, shall not affect the right of Bank to retain the Collateral for
such other liabilities.
Maker understands and agrees that the additional agreements and provisions
on the reverse side hereof, hereby incorporated by reference, constitute
agreements of the Maker and a part of this note. Maker acknowledges receipt of
a completed copy of this note.
--------------------------------------------------------------------------------
NOTICE TO COSIGNER: You are being asked to guarantee this debt. Think
carefully before you do. If the Borrower doesn't pay the debt, you will have
to. Be sure you can afford to pay if you have to, and that you want to accept
this responsibility.
You may have to pay up to the full amount of the debt if the borrower does
not pay. You may also have to pay late fees or collection costs, which increase
this amount.
The Bank can collect this debt from you without first trying to collect
from the borrower, The Bank can use the same collection methods against you
that can be used against the borrower, such as suing you, garnishing your wages,
etc. If this debt is ever in default, that fact may become a part of your
credit record.
This notice is not the contract that makes you liable for the debt.
--------------------------------------------------------------------------------
COMPUTER SCIENCE INNOVATIONS, INC., a
Florida Corporation
Address: 0000 Xxxxxxxxx Xx., X.X. By: /s/ Xxxx Xxxxx (Seal) 8 January 1991
--------------------------------------- --------------
Xxxx Xxx, XX 00000 Xxxx X. Xxxxx, President Date
By: /s/ Xxxxx X. Xxxxxxxx (Seal)
---------------------------------------
Xxxxx X. Xxxxxxxx Exec. Vice-President 8 January 1991
--------------
Date
================================================================================
-21-
Sun Bank [logo]
PROMISSORY NOTE
$1,000,000.00 January 8, 1991
------------- ---------------
The undersigned (whether one or more hereinafter called "Maker"), jointly
and severally, promise(s) to pay to the order of Sun Bank, National Association
------------------------------
(herein called "Bank") at its offices located at Melbourne Florida, ONE MILLION
-----------
and 00/100 DOLLARS ($1,000,000.00), together with interest from the date hereof
----------
at the rate hereinafter provided, and applicable fees in the following manner:
REPAYMENT SCHEDULE:
[_] Single Payment Principal Due in Full On:_______________________________________________________
Interest Payable:_______________________________________________________________
[_] Instalment Payment (Including interest): In ___________ ____________________________________
(No.) (Period)
Installments of $___________ commencing on ___________, 19__, and on the same day
of each successive ___________ thereafter, together with FINAL PAYMENT of
$___________, due and payable on ______________, 19__.
[_] Instalment Payment (plus interest): ___________ ________________________________
(No.) (Period)
Principal installments of $___________, plus interest, commencing on ___________,
19__, and on the same day of each successive ___________ thereafter, together with
a FINAL PAYMENT of $___________, plus accrued interest due and payable on
______________, 19__.
[_] Multiple Payment Principal and interest are payable as follows:__________________________________
________________________________________________________________________________
________________________________________________________________________________
[_] ON DEMAND Principal payable ON DEMAND with interest payable monthly commencing on February 1,
------- ----------
1991 and each month thereafter.
---- -----
THE INTEREST RATE IS AS FOLLOWS: [_] If checked here, the interest rate
provided herein shall be computed on the basis of a 360 day year and shall be
calculated for the actual number of days elapsed.
VARIABLE INTEREST RATE:
[_] Not Applicable
[X] Applicable, provided however that the interest rate charged hereunder
shall never exceed the maximum rate allowed, from time to time, by
law.
If applicable, the interest rate stated herein shall, from time to time,
automatically increase or decrease so that at all times it shall be equivalent
to (check appropriate box and complete):
[X] .75% over the annual interest rate announced by Sun Banks, Inc., from time
to time, as the prime rate (which interest rate is only a bench xxxx, is
purely discretionary and is not necessarily the best or lowest rate charged
borrowing customers of any subsidiary ban of Sun Banks, Inc.). Any such
change in prime rate will increase or decrease your periodic interest.
payments. Any change in prime rate shall be effective at the beginning of
the business day on which such change is announced; or,
[_] _____% over the ___________________________________________________________
________________________________________________________________________________
FIXED RATE [_] Applicable at _____% per annum, simple interest. [_] Not Applicable.
LATE CHARGE FEE [_] If checked here, if a payment is late, you will be charged 5% of the payment.
SERVICE FEE A service fee of the lesser of $50.00 or 2 percent of the principal amount of this
loan, which will not be refunded in the event of prepayment.
In the event any installment of principal or interest or any part thereof
is not paid when it becomes due, or in the event of any default thereunder, the
principal sum remaining unpaid hereunder, together with all accrued and past due
interest thereon, shall immediately and without notice become due and payable at
the election of the holder at any time thereafter.
-22-
Notwithstanding any rate of interest provided herein, the interest rate on
any payment or payments of principal or interest, or any part thereof, which is
not made when due shall, thereafter, be at the maximum rate allowed, from time
to time, by law. Minimum interest of $10.00 on any single payment loan or $15.00
on any instalment loan will be charged on loans not exceeding $50,000.
This note is [_] SECURED [_] UNSECURED (Notwithstanding the fact that this
note is marked 'unsecured', Maker understands and agrees that any other security
interest the Bank now holds or may hereafter acquire from the Maker may secure
this note).
As security for the payment of this note Maker has pledged or deposited
with Bank and hereby grants to Bank a security interest in the following
property: all accounts, inventory and equipment of Borrower
-------------------------------------------------
(including all cash, stock and other dividends and all rights to subscribe for
securities incident to, declared, or granted in connection with such property
and including any returned or unearned premiums from any insurance financed
hereunder), which property, together with all additions and substitutions
hereafter pledged or deposited with Bank is called the Collateral. The
Collateral is also pledged as security for all other liabilities (primary,
secondary, direct, contingent, sole, joint, or several), due or to become due or
which may be hereafter contracted or acquired, of each Maker (including each
Maker and any other person) to Bank. The surrender of this note, upon payment
or otherwise, shall not affect the right of Bank to retain the Collateral for
such other liabilities.
Maker understands and agrees that the additional agreements and provisions
on the reverse side hereof, hereby incorporated by reference, constitute
agreements of the Maker and a part of this note. Maker acknowledges receipt of
a completed copy of this note.
--------------------------------------------------------------------------------
Notice to Cosigner: You are being asked to guarantee this debt. Think
carefully before you do. If the Borrower doesn't pay the debt, you will have
to. Be sure you can afford to pay if you have to, and that you want to accept
responsibility.
You may have to pay up to the full amount of the debt if the borrower does
not pay. You may also have to pay late fees or collection costs, which increase
this amount.
The Bank can collect this debt from you without first trying to collect
from the borrower, The Bank can use the same collection methods against you
that can be used against the borrower, such as suing you, garnishing your wages,
etc. If this debt is ever in default, that fact may become a part of your
credit record.
This notice is not the contract that makes you liable for the debt.
--------------------------------------------------------------------------------
COMPUTER SCIENCE INNOVATIONS, INC., a
Florida Xxxxxxxxxxx.Xx:
Address: 0000 Xxxxxxxxx Xx., X.X. By: /s/ Xxxx Xxxxx (Seal) 8 January 1991
--------------------------------------- --------------
Xxxx Xxx, XX 00000 Xxxx X. Xxxxx, President Date
By: /s/ Xxxxx X. Xxxxxxxx (Seal) 8 January 1991
--------------------------------------- --------------
Xxxxx X. Xxxxxxxx, Exec. Vice-President Date
================================================================================
-23-
If the variable interest rate is not applicable and if this note is payable
on demand, Bank reserves, and is hereby granted the right, to adjust the
interest rate from time to time by furnishing Maker with written notice of such
adjusted rate, provided, however, that no such adjusted rate shall exceed the
maximum rate allowed, from time to time, by law.
Additions to, reductions or exchanges of, or substitutions for the
Collateral, payments on account of this note or increases of the same, or other
loans made partially or wholly upon the Collateral, may from time to time, be
made without affecting the provisions of this note.
If Bank deems itself insecure, or upon the happening of any of the
following events, each of which shall constitute a default hereunder, all
liabilities of each Maker to Bank shall thereupon or thereafter, at the option
of the Bank, without notice or demand, become due and payable: (a) failure of
any Obligor (which term shall mean and include each Maker, endorser, surety and
guarantor of this note) to perform any agreement hereunder, to pay interest
hereon when due or requested or demanded or to pay any other liability
whatsoever to Bank when due; (b) the death of any Obligor; (c) the filing of any
petition under the Bankruptcy Code or any similar federal or state statute, by
or against any Obligor; (d) an application for the appointment of a receiver or
the making of a general assignment for the benefit of creditors by, or the
insolvency of any Obligor; (e) the entry of a judgment against any Obligor; (f)
the issuing of any writ of attachment or writ of garnishment, or the filing of
any lien, against the property of any Obligor; (g) the taking of possession of
any substantial part of the property of any Obligor at the instance of any
governmental authority; (h) the dissolution, merger, consolidation, or
reorganization of any Obligor; (i) the assignment by any Maker of any equity in
any of the Collateral without the written consent of Bank.
Bank is hereby given a lien upon and a security interest in all property of
each Maker now or at any time hereafter in the possession of Bank in any
capacity whatsoever, including but not limited to any balance or share of any
deposit, trust, or agent account as security for the payment of this note, and a
similar lien upon and security interest in all such property of each Maker as
security for the payment of all other liabilities of each Maker to Bank
(including liabilities of each Maker and any other person); and Bank shall have
the same rights as to such property as it has with respect to the Collateral.
If Bank deems itself insecure or upon the occurrence of any default
hereunder Bank shall have the remedies of a secured party under the Uniform
Commercial Code and, without limiting the generality of the foregoing, Bank
shall have the right, immediately and without further action by it, to set off
against this note all money owed by Bank in any capacity to each or any Obligor,
whether or not due, and also to set off against all other liabilities of each
Maker to Bank all money owed by Bank in any capacity to each or any Maker; and
Bank shall be deemed to have exercised such right of set-off and to have made a
charge against any such money immediately upon the occurrence of such default
even though such a charge is made or entered on the books of Bank subsequent
thereto. Unless the Collateral is perishable or threatens to decline speedily
in value or is of a type customarily sold on a recognized market, the Bank will
give Maker reasonable notice of the time and place of any public sale thereof or
of the time after which any private sale or any other intended disposition
thereof is to be made. The requirement of reasonable notice shall be met if
such notice is mailed, postage prepaid, to any Maker at the address given below
or at any other address shown on the records of the Bank, at least five days
before the time of the sale or disposition. Upon disposition of any Collateral
after the occurrence of any default hereunder, Maker shall be and remain liable
for any deficiency; and Bank shall account to Maker for any surplus, but Bank
shall have the right to apply all or any part of such surplus (or to hold the
same as a reserve against) any and all other liability of each or any Maker to
bank. The Obligors, jointly and severally, promise and agree to pay all costs
and expenses of collection and reasonable attorneys' fee, including costs,
expenses and reasonable attorneys' fees on appeal, if collected by legal
proceedings or through an attorney at law. Maker hereby waives any right to a
trial by jury in any civil action arising out of, or based upon, this note or
the Collateral.
Bank shall exercise reasonable care in the custody and preservation of the
Collateral to the extent required by applicable statute and shall be deemed to
have exercised reasonable care if it takes such action for that purpose as Maker
shall reasonably request in writing, but no omission to do any act not requested
by Maker shall be deemed a failure to exercise reasonable care, and no omission
to comply with any request of Maker shall of itself be deemed a failure to
exercise reasonable care. Bank shall not be bound to take any steps necessary
to preserve any rights in the Collateral against prior parties and Maker shall
take all necessary steps for such purposes. Bank or its nominee need not
collect interest on or principal of any Collateral or give any notice with
respect to it.
If the Collateral shall at any time become unsatisfactory to Bank, Maker
shall within one day after demand pledge and deposit with Bank as part of the
Collateral additional property which is satisfactory to Bank.
Bank shall have the right, which may be exercised at any time whether or
not this note is due, to notify the Obligors on any collateral to make payment
to Bank on any amounts due or to become due thereon. In the event of any
default hereunder, Bank shall thereafter have, but shall not be limited to, the
following rights: (i) to pledge or transfer this note and the Collateral and
Bank shall thereupon be relieved of all duties and responsibilities hereunder
and relieved from any and all liability with respect to any Collateral so
pledged or transferred, and any pledgee or transferee shall for all purposes
stand in the place of Bank hereunder and have all the rights of Bank hereunder;
(ii) to transfer the whole or any part of the Collateral into the name of itself
or its nominee; (iii) to vote the Collateral; (iv) to demand, xxx for, collect,
or make any compromise or settlement it deems desirable with reference to the
Collateral; and (v) to take control of any proceeds of Collateral.
-24-
No delay or omission on the part of Bank in exercising any right hereunder
shall operate as a waiver of such right or of any other right under this note.
Presentment, demand, protest, notice of dishonor, and extension of time without
notice are hereby waived by each and every Obligor. Any notice to Maker shall
be sufficiently served for all purposes if placed in the mail, postage prepaid,
addressed to or left upon the premises at, the address shown below or any other
address shown on the Bank's records.
--------------------------------------------------------------------------------
GUARANTY
In addition to the liability as endorsers, which the undersigned hereby
assume, for value received and intending to be legally bound, the undersigned
(and if more than one, each of them jointly and severally) (a) hereby become
surety to the payee of the within note, its successors, endorsees and assigns,
for the payment of the within note, and hereby unconditionally guarantee the
payment of the within note and all extensions or renewals thereof and all sums
payable under or by virtue thereof including, without limitation, all amounts of
principal and interest and all expenses (including attorney's fees) incurred in
the collection thereof, the enforcement of rights thereunder or with respect to
any security therefor and the enforcement thereof, and waive presentment,
demand, notice of dishonor, protest and all other notices whatsoever; and (b)
consent and agree (i) that all or any of the Collateral may be exchanged,
released, surrendered or sold from time to time, (ii) that the payment of the
note, or any of the liabilities of the Maker thereof, may be extended or said
note renewed any number of times and for any period (whether or not longer than
the original period of said note), (iii) that the holder of said note may grant
any releases, compromises or indulgences with respect to said note or any
extensions or renewals thereof or any security therefor or to any party liable
thereunder or hereunder (including but not limited to failure or refusal to
exercise one or more of the rights or remedies provided by said note), and (iv)
that any of the provisions of said note may be modified; all without notice to
or consent of and without affecting the liability of the undersigned as
endorsers and sureties, and further consent and agree that any of the
undersigned may be sued by the holder hereof with or without joining any of the
other endorsers or makers of said note and without first or contemporaneously
suing any such other persons, or otherwise seeking or proceeding to collect from
them or any of them, and without first or contemporaneously undertaking to
enforce any rights with respect to any security.
--------------------------------------------------------------------------------
The undersigned acknowledges having received and read the NOTICE TO CO-
SIGNER appearing on the reverse side hereof.
--------------------------------------------------------------------------------
____________________________(DATE) ____________________________(SEAL)
____________________________(DATE) ____________________________(SEAL)
____________________________(DATE) ____________________________(SEAL)
FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF $____________ HAS
BEEN PAID OR WILL BE PAID DIRECTLY TO THE DEPARTMENT OF REVENUE. CERTIFICATE OF
REGISTRATION # _____.
-25-
Sun Bank [logo]
CORPORATE BORROWING RESOLUTION
SUN BANK, NATIONAL ASSOCIATION
------------------------------
(Name of Bank)
I, the undersigned, hereby certify to said Bank that I am the duly elected
Secretary of COMPUTER SCIENCE INNOVATIONS, INC., A Florida Corporation Located
at Palm Bay City; Florida State, a corporation duly organized and existing under
------------- -------
the laws of the State of Florida; that the following is a true and correct copy
-------
of resolutions adopted by the board of directors of said corporation at a
meeting duly held on the 6th day of August, 1990; that said meeting was called
--- ------ --
and held pursuant to law at which a quorum was present; and that said
resolutions are in full force and effect and have not been rescinded or
modified.
RESOLVED, that the following officers (insert titles only) President and
-------------
Executive Vice-President of this corporation, or any (insert number required to
------------------------
sign) 2 of them are hereby authorized; from time to time; to borrow money on
-
behalf of this corporation from said Bank in such amounts, for such lengths of
time and at such rates of interest and upon such terms and conditions as said
officer or officers may deem expedient, provided that the aggregate amount of
such borrowing, pursuant to this resolution, shall not at any one time exceed
the sum of ONE MILLION and 00/100 Dollars ($1,000,000.00), in addition to such
---------------------- ------------
amounts as may be otherwise authorized; to execute and deliver to said Bank, in
the name of and on behalf of this corporation, negotiable or non-negotiable
notes or demands, letters of credit and other like obligations of this
corporation, indemnity agreements, guaranty agreements and other agreements,
assignments, endorsements, hypothecations and warehouse and other type receipts,
and any and all other instruments or documents considered by said Bank to be
necessary or proper in connection with any transaction, or transactions, between
or through said Bank and this corporation; to sell, re-register, pledge,
hypothecate, assign, transfer or set over, as security or otherwise for any
notes or obligations of this corporation, any and all properties, securities or
other assets now or hereafter belonging to this corporation, and to discount to
said Bank any and all such notes and other obligations issued to or owned by
this corporation, and to endorse same for such purpose, and that the said Bank
shall not be responsible for or required to see to the application of any of the
funds of this corporation deposited with or checked out, or borrowed from it, or
secured by the discount of notes and obligations to it as hereinbefore provided,
and all such transactions shall be conclusively presumed to be legally binding
upon this corporation; and
FURTHER RESOLVED, that the foregoing officers are hereby authorized, from
time to time, to enter in and sign on behalf of this corporation, an agreement
or agreements, as they may be amended or supplemented from time to time, and
such further documents as may be contemplated thereby, for the lease of
equipment from Lender, for such equipment, for such length of time, for such
rental and upon such terms and conditions as said officer or officers may deem
expedient from time to time, provided that the aggregate amount of rent payable
under all such leases of equipment shall not exceed $ N/A ; and
---
FURTHER RESOLVED, that the Secretary (or any other officer of this
corporation) shall certify to said Bank the names of the presently duly elected
and qualified officers of this corporation and shall from time to time hereafter
as changes in the personnel of said officers are made, immediately certify such
changes to the Bank, and said Bank shall be fully protected in relying on such
certifications and shall be indemnified and saved harmless from any claims,
demands, expenses, loss, or damage resulting from, or growing out of, honoring
the signature of any officer so certified, or refusing to honor any signature
not so certified; and
FURTHER RESOLVED, that the foregoing resolutions shall remain in full force
and effect until express written notice of their prospective amendment of
rescission shall have been furnished to and received by said Bank, and that
receipt of such notice shall not affect any action taken by the Bank prior
thereto; and
FURTHER RESOLVED, that the Secretary be, and he hereby is authorized and
directed to certify to said Bank the foregoing resolutions and to certify that
the provisions thereof are in conformity with the Charter and By-laws of this
corporation and that said resolutions are in full force and effect and have not
been rescinded or modified.
I further certify that there is no provision in the Charter or By-laws of
said corporation limiting the power of the Board of Directors to pass the
foregoing resolutions; that the same are in conformity with the provisions of
said Charter and By-laws; and that I am the custodian of the minutes of said
Board of Directors.
I further certify that the following are the names and official signatures
of the duly elected, qualified and acting officers of said corporation: and that
the corporate seal impressed hereon is the true corporate seal of said
corporation.
-26-
NAME OFFICIAL SIGNATURE
President Xxxx X. Xxxxx /s/ Xxxx Xxxxx
---------------------------- ------------------------------
Exec. Vice President Xxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxxx
----------------- ------------------------------
Vice-President ______________________________
Secretary ____________________________ ______________________________
Assistant Secretary __________________ ______________________________
Treasurer ____________________________ ______________________________
Assistant Treasurer __________________ ______________________________
IN WITNESS WHEREOF, I have hereunto subscribed my name as Secretary and
affixed the seal of said corporation, pursuant to due and lawful corporate
authority this the 8th day of January, 1991.
--- ------- --
(Corporate Seal) /s/ Xxxxx X. Xxxxxxxx
------------------------------
Secretary Xxxxx X. Xxxxxxxx
-27-
___________________________
Contract No.
SECURITY AGREEMENT
(INVENTORY AND ACCOUNTS)
THIS ASSIGNMENT AND AGREEMENT made January
---------------------------,
1991, by and between SUN BANK, NATIONAL ASSOCIATION
-- ---------------------------------------------------
(Name of Secured Party)
herein called "Bank", and
COMPUTER SCIENCE INNOVATIONS, INC., a Florida Corporation
-----------------------------------------------------------------------------
(Name(s) of Borrower(s))
of 0000 Xxxxxxxxx Xxxxxx, X.X., Xxxx Xxx Xxxxxxx Xxxxxx, Xxxxxxx
---------------------------------------------------------------------------
(Name and Street) (City) (County) (State)
herein called "Borrower",
In consideration of loans or advances made or to be made by Bank to
Borrower, and for other value received by Borrower, the parties hereto,
intending to be legally bound, agree as follows:
1. As used herein: (a) "Account" means an immediate right to payment for
goods sold and for goods leased and for services rendered, or any of them, and
includes a right to payment under a contract whether or not it has been earned
by performance. "Qualified Account" means an Account which has been due less
than ninety (90) days; (b) "Inventory" means goods held for sale or lease or
-----------
being processed for sale or lease in Borrower's business, as now or hereafter
conducted, including all materials, goods and work in process, finished goods,
and other tangible property now owned or hereafter acquired and held for sale or
lease or furnished or to be furnished under contracts of service or used or
consumed in Borrower's business; (c) "Goods" means all articles of tangible
personal property, sold, supplied, or otherwise disposed of, represented by an
Account; (d) "Purchaser" includes the buyer of goods from Borrower, the customer
for which services have been rendered or materials furnished by Borrower, or the
party with whom Borrower has contracted; (e) "Borrower" includes all
corporations and all individuals executing this agreement as parties hereto and
all members of a partnership when Borrower is a partnership, each of whom shall
be jointly and severally liable individually and as partners hereunder; (f)
"security interest" means an interest in property which secures payment or
performance of an obligation; (g) "liability" or "liabilities" includes all
liabilities (primary, secondary, direct, contingent, sole, joint or several) due
or to become due or that may be hereafter contracted or acquired, of Borrower
(including any Borrower and any other person) to Bank.
2. Bank will from time to time hereafter lend Borrower, on the security
of Accounts and Inventory, or any of them, acceptable to Bank, such amounts as
Bank may determine from time to time, at such rates of interest and payable and
on such terms as Bank may from time to time specify or require, and Bank may
require that such loans, or any of them, be evidenced by one or more promissory
notes of the Borrower in form satisfactory to Bank. For the convenience of the
Borrower, the Bank may make loans and advances to the Borrower under any
promissory note the principal face amount of which is in excess of the actual
unpaid principal balance at such time.
3. As security for the payment of all loans and advances now or in the
future made hereunder and for all Borrower's liabilities, including any
extensions, renewals, or changes in form of any thereof, Borrower hereby assigns
to Bank and grants to Bank a security interest in: (a) all Accounts and
Inventory owned by Borrower at the date of this agreement; (b) all Accounts and
Inventory at any time hereafter acquired by Borrower; and (c) all proceeds of
all such Accounts and Inventory.
4. So long as any liability to Bank is outstanding, Borrower will not
without the prior written consent of Bank borrow from anyone except Bank on the
security of, or pledge or grant any security interest in, any Account or any of
Borrower's Inventory to anyone except Bank, or permit any lien or encumbrance to
attach to any of the foregoing, or any levy to be made thereon, or any financing
statement (except Bank's financing statement) to be on file with respect
thereto.
5. Borrower represents and warrants that the location where it keeps the
bulk of its Inventory is at the address specified in the preamble to this
agreement, unless a different address has been specified in the following space:
Same
---------------------------------------------------------------------------
(No. and Street) (City) (County) (State)
-28-
and that the office where it keeps its records concerning all of its Accounts is
at the address specified in the preamble to this agreement, unless a different
address has been specified in the following space:
Same
---------------------------------------------------------------------------
(No. and Street) (City) (County) (State)
Borrower will immediately notify Bank in writing of any change in the location
of the place of business where the bulk of its Inventory is located or any
change in the location of the place of business where the records concerning its
Accounts are kept.
6. Borrower will (a) maintain Accounts and Inventory in such quantities
that at all times 70 % of the face amount of its Qualified Accounts, less
----
allowable discount, plus 0 % of the cost or wholesale market value, whichever
---
is lower, of its Inventory, plus 100% of the balance in the Cash Collateral
Account hereinafter referred to, or such other percentages thereof as may from
time to time be fixed by Bank upon notice to Borrower, shall be at least equal
to Borrower's liabilities to Bank; and Borrower will pay to Bank, in reduction
of its liabilities, such sums as may be necessary from time to time to maintain
such ratio; (b) collect its Accounts and sell its Inventory only in the ordinary
course of business; (c) furnish Bank at the time of each borrowing, and at such
other intervals as Bank may prescribe, with a Borrower's Certificate (in such
form as Bank may from time to time specify or require) showing the aggregate
face amount of its Qualified Accounts and the aggregate cost and wholesale
market value of its Inventory; (d) keep accurate and complete records of its
Accounts and Inventory; (e) pay and discharge when due all taxes, levies and
other charges on its Inventory; (f) keep its Inventory insured in amounts not
less than the full insurable value thereof, for the benefit of Bank (to whom
loss shall be payable by New York Standard or Union Standard endorsements), in
such companies and against such risks as may be satisfactory to or required by
Bank; pay the cost of all such insurance; and deliver certificates evidencing
such insurance to Bank; and Borrower assigns to Bank all right to receive
proceeds of such insurance.
7. Unless Bank notifies Borrower in writing that it dispenses with any
one or more of the following requirements, Borrower will (a) give Bank
assignments, in form acceptable to Bank, of specific Accounts or groups of
Accounts, and of moneys due and to become due under specific contracts; (b)
furnish to Bank a copy of the invoice applicable to each Account assigned to
Bank or arising out of a contract, bearing a statement that such Account has
been assigned to Bank and such additional statements as Bank may require; (c)
furnish Bank at the time of each borrowing, and at such other intervals as Bank
may prescribe or require, with a schedule (in such form as Bank may from time to
time specify or require) of Borrower's Inventory and Qualified Accounts which
describe the same, or such thereof as Bank may require, together with such other
information relating thereto as the Bank may specify or require; (d) make no
change in any assigned Accounts or in any Account arising out of a contract
assigned to Bank, and make no material change in the terms of any such contract;
(e) furnish to Bank all information received by Borrower affecting the financial
standing of any Purchaser whose Account has been assigned to Bank; (f) receive
as the sole property of Bank and hold as trustees for Bank all moneys, checks,
notes, drafts, and other property (herein called "items of payment")
representing the proceeds of any Account or Inventory in which Bank has a
security interest, which comes into the possession of Borrower; and deposit all
such items of payment immediately in the exact form received in a special
account of Borrower in Bank entitled "Cash Collateral Account" in which account
Bank shall have a security interest to secure all Borrower's liabilities and
with respect to which account Bank alone shall have power of withdrawal; (g) pay
Bank the amount loaned against any Account assigned to Bank where the goods are
returned by the Purchaser, or where the contract is canceled or terminated; (h)
immediately notify Bank if any of its contracts arise out of contracts with the
United States or any department, agency, or instrumentality thereof, and execute
any instruments and take any steps required by Bank in order that all moneys due
and to become due under any such contract shall be assigned to Bank and notice
thereof given to the Government under the Federal Assignment of Claims Act; (i)
deliver to Bank with appropriate endorsement or assignment, as Bank may require,
any instrument or chattel paper representing an Account. Any permission granted
to Borrower by Bank to omit any of the requirements of this paragraph 7 may be
revoked by Bank at any time.
8. Borrower will promptly, if requested by Bank, (a) xxxx its records
evidencing its Accounts in a manner satisfactory to Bank so as to show the same
have been assigned to Bank; (b) pay Bank the unpaid portion of any assigned
Account if Bank shall at any time reject the Account as unsatisfactory, which
right Bank shall have and may exercise at any time and for any reason
whatsoever, and until such payment is made by Borrower, Bank may retain any such
Account as security and may charge any deposit account of Borrower with any such
amounts; (c) join with Bank in executing a financing statement, notice
affidavit, or similar instrument in form satisfactory to Bank, and such other
instruments as Bank may from time to time request; and pay the cost of filing
the same in any public office deemed advisable by Bank; and (d) give Bank such
financial statements, reports, certificates, lists of Purchasers (showing names,
addresses, and amounts owing), and other data concerning its Accounts,
contracts, collections, inventory and other matters as Bank may from time to
time specify; and permit Bank or its nominee to examine all of Borrower's
records relating thereto at any time, and to make extracts therefrom, and to
inspect and check Borrower's Inventory.
9. Borrower warrants (a) in connection with each Account covered by the
agreement: (i) it constitutes a Qualified Account as defined herein is not
evidenced by a judgment, an instrument or chattel paper (except such judgment as
has been assigned to Bank, and except such instrument or chattel paper as has
been endorsed and delivered to Bank), and represents a bona fide transaction and
Borrower has possession of (and will promptly deliver to Bank upon Bank's
request) or has delivered to Bank shipping or delivery receipts evidencing
shipment or delivery of the goods and, if representing services, the services
have been fully performed; (ii) the amount shown on Borrower's books and on any
invoice or statement delivered to Bank is owing to Borrower; (iii) the title
-29-
of Borrower to the Account and, except as against the Purchaser, to any goods is
absolute; (iv) the Account has not been transferred to any other person, and no
person, except Borrower, has any claim thereto, or, with the sole exception of
Purchaser, to the goods; (v) no partial payment has been made by anyone; and
(vi) no set-off or counterclaim to such Account exists and no agreement has been
made with any person under which any deduction or discount may be claimed,
except regular discounts allowed by Borrower for prompt payments; (vii) it
arises under an existing binding written contract between Borrower and
Purchaser; and (b) in connection with its Inventory: that Borrower is and will
be the absolute owner thereof, free and clear of all encumbrances and security
interests other than the Bank's security interest.
10. Borrower shall pay Bank such interest as may be specified in any note
evidencing a loan or advance made hereunder and such service charges as may be
agreed upon and shall pay to Bank all costs and expenses, including attorneys'
fees, incurred by it in the preservation or collection of collateral. Changes
in interest rate and service charges may be made by Bank from time to time,
notwithstanding the interest rate specified in any note evidencing a loan or
advance hereunder, upon notice to Borrower and shall become effective on the
date therein specified.
11. Bank shall have the right at any time and from time to time, without
notice, to (a) apply any part or all the moneys in the Cash Collateral Account
representing collected items against any liability of borrower to Bank, and Bank
shall upon demand by Borrower make such application against such liability or
liabilities as Bank may itself select; (b) release to Borrower such part of the
moneys in the Cash Collateral Account as Bank may elect; (c) charge to
Borrower's deposit account any item of payment credited to the Cash Collateral
Account which is dishonored by the drawee or maker thereof; (d) endorse all
items of payment which may come into its hands payable to Borrower; (e) notify
Purchasers that Accounts have been assigned to Bank, forward invoices to
Purchasers, directing them to make payments to Bank, collect all Accounts in its
or Borrower's name, and take control of any cash or non-cash proceeds of
Accounts and of any Inventory; (f) compromise, extend, or renew any Account or
deal with the same as it may deem advisable; (g) make exchanges, substitutions
or surrenders of collateral; (h) insure inventory to its satisfaction if
Borrower fails to do so and pay for the same, and pay, for the account of
Borrower, any taxes, levies, or other charges affecting Borrower's inventory or
upon or on account of the Security Agreement or any liability or any writing
evidencing any liability, which Borrower fails to pay, and any such payment
shall constitute a liability of Borrower.
12. Until default, Borrower may use its inventory in any lawful manner not
inconsistent with this agreement and with the terms of insurance thereon; may
sell its inventory in the ordinary course of business; and may use and consume
any raw materials or supplies, the use and consumption of which is necessary in
order to carry on Borrower's business.
13. If at any time any warranty, representation, certificate or statement
of Borrower is not true, or if any liability or any part or instalment thereof
or interest thereon is not paid when due, or if any event of default as defined
in any note or other evidence of liability held by Bank should occur, or if
Borrower should fail to observe or perform any agreement or term hereof, or if
Bank at any time feels insecure for any reason whatsoever, Bank may, at its
option, thereupon or thereafter declare all liabilities of Borrower to Bank, or
any of them selected by Bank (notwithstanding any provisions thereof),
immediately due and payable without demand or notice of any kind and the same
thereupon shall immediately become and be due and payable without demand or
notice (but with such adjustments, if any, with respect to interest or other
charges as may be provided for in the promissory note or other writing
evidencing such liability), and Bank may, in addition to any other rights and
remedies which it may have, immediately and without demand, exercise any and all
the rights and remedies granted to a secured party upon default under the
Florida Uniform Commercial Code; and upon request or demand of Bank, Borrower
shall, at its expense, assemble Borrower's Inventory and make it available to
Bank at a convenient place acceptable to Bank; and Borrower shall promptly pay
to Bank any and all costs and expenses, including legal expenses and reasonable
attorney's fees incurred or paid by Bank in protecting and enforcing liabilities
and the rights of Bank hereunder, including Bank's right to take possession of
Borrower's Inventory and the proceeds of Accounts and Inventory, and to hold,
prepare for sale, sell and dispose of such Inventory. Any notice of sale,
disposition or other intended action by Bank, sent to Borrower at the address
specified in the preamble to this agreement, or such other address of Borrower
as may from time to time be shown on Bank's records, at least five days prior to
such action, shall constitute reasonable notice to Borrower. Upon disposition
by Bank of any property in which Bank has a security interest hereunder, or upon
collection by Bank of the proceeds of Accounts, Borrower shall be and remain
liable for any deficiency; and Bank shall account to Borrower for any surplus,
but Bank shall have the right to apply all or any part of such surplus (or to
hold the same as a reserve against) all or any liabilities of Borrower to Bank,
whether or not they, or any of them, be then due, without marshalling of assets
and in such order of application as Bank may from time to time elect.
14. Borrower waives protest of all commercial paper at any time held by
Bank on which borrower is in any way liable, notice of non-payment at maturity
of any and all Accounts, and except where required hereby or by law, notice of
action taken by Bank; and hereby ratifies and confirms whatever Bank may do.
15. No waiver by Bank of any default shall operate as a waiver of any
other default or of the same default on a future occasion. No delay or omission
on the part of Bank in exercising any right or remedy shall operate as a waiver
thereof, and no single or partial exercise by Bank of any right or remedy shall
preclude any other or further exercise thereof or the exercise of any other
right or remedy. Time is of the essence of this agreement. The provisions of
this agreement are cumulative and in addition to the provisions of any liability
and any note or other writing evidencing any liability secured by this
agreement, and Bank shall have all
-30-
the benefits, rights and remedies of and under any liability and any note or
other writing evidencing any liability secured hereby. If more than one party
shall execute this agreement, the term "Borrower" shall mean all parties signing
this agreement and each of them, and all such parties shall be jointly and
severally obligated and liable hereunder. The singular pronoun, when used
herein, shall include the plural, and the neuter shall include the masculine and
feminine. All rights of Bank hereunder shall inure to the benefit of its
successors and assigns; and all obligations of Borrower shall bind the heirs,
executors, administrators, successors and assigns of each Borrower.
16. Borrower releases Bank from all claims for loss or damage caused by
any failure to collect any account or enforce any contract or by any act or
omission on the part of Bank, its officers, agents and employees, except willful
misconduct.
17. This agreement may be terminated by either party giving the other
written notice of intention to terminate on a date named in said notice, mailed
to the last known address of the party to whom such notice is addressed; but no
such termination shall in any way affect the rights and liabilities of the
parties hereunder relating to loans or advances made, Accounts, Inventory or
other property pledged prior to the date named in such notice.
18. This agreement has been delivered in the State of Florida and shall be
construed in accordance with the laws of Florida. Wherever possible, each
provision of this agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this agreement
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
agreement.
IN WITNESS WHEREOF, this agreement has been duly executed as of the date
hereinabove first written.
Signed, sealed and delivered in COMPUTER SCIENCE INNOVATIONS, INC.,
the presence of a Florida Corporation
By: /s/ Xxxx Xxxxx (SEAL)
________________________________ ---------------------------
Xxxx X. Xxxxx, President
By: /s/ Xxxxx X. Xxxxxxxx (SEAL)
________________________________ ----------------------------
Xxxxx X. Xxxxxxxx, Executive
Vice-President
(CORPORATE SEAL)
ATTEST: Sun Bank, National Association
(Name of Bank)
________________________________ By:_____________________________(SEAL)
As its Cashier As its President
BANK
-31-
SUN
BANK [LOGO]
___________________
Contract No.
SECURITY AGREEMENT
(EQUIPMENT AND CONSUMER GOODS)
COMPUTER SCIENCE INNOVATIONS, INC., a Florida Corporation
----------------------------------------------------------------------------
(Name(s) of Borrower(s))
(and if more than one, each of them jointly and severally), hereinafter called
"Borrower", of 0000 Xxxxxxxxx Xxxxxx, X.X.,Xxxx Bay Brevard County,
-------------------------------------------------------------
(No. and Street) (City) (County)
Florida ,for value received and intending to be legally
-----------------
(State)
bound, hereby grants to SUN BANK, NATIONAL ASSOCIATION
-------------------------------------------------------,
(Name of Secured Party)
Florida, hereinafter called "Secured Party", a security interest in the
following property: All equipment of Borrower
----------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Manufacturer or Model Number Manufacturer's
New or Used Year/Model Make (Trade Name) Description of Collateral or Series Serial No.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
together with all increases, parts, fittings, accessories, equipment, and
special tools now or hereafter affixed to any or any part thereof or used in
connection with any thereof, and all replacements of all or any part thereof
plus any returned or unearned premiums from any insurance financed by the
Secured Party in conjunction with this transaction (all of which is hereinafter
called "Collateral"), to secure the payment of a promissory note or notes
executed by Borrower in the amount of ONE MILLION and 00/100
---------------------------------------
Dollars ($1,000,000.00), of even date herewith, and any and all extensions,
------------
modifications or renewals thereof, and also to secure the performance by
Borrower of the agreements hereinafter set forth, and all other liabilities or
obligations (primary, secondary, direct, contingent, sole, joint or several)
due, or to become due or which may be hereafter contracted or acquired of each
Borrower to Secured Party (the foregoing hereinafter being called the
"liabilities").
Borrower hereby agrees that:
1. (a) Borrower is the owner of the Collateral clear of all liens and
security interests except the security interest granted hereby; (b) Borrower has
the right and power to make this Agreement; and (c) the Collateral is used or
acquired for use primarily for the purpose checked: [_] personal, family or
household purposes; [_] farm purposes; or [_] business purposes; and (d) if the
Collateral consists of "household goods" as defined in 12 C.F.R. 227.12(d) or if
otherwise checked here [_] then the Collateral is being acquired with the
proceeds of the loan provided for in or secured by this Agreement, and the
proceeds will be used for no other purpose, and Borrower hereby authorizes
Secured Party to disburse the proceeds or any part thereof directly to the
seller of the Collateral or to the insurance agent or broker, or both, as shown
on Secured Party's records.
2. (a) The Collateral will be kept at 0000 Xxxxxxxxx Xxxxxx, N.E.,
----------------------------
(No. and Street)
Palm Bay, Brevard County, FL or if left blank, at the address shown at the
----------------------------------
(City) (County) (State)
beginning of this agreement; Borrower will promptly notify Secured Party of any
change in the location of the Collateral within said state; and Borrower will
not remove the Collateral from said state without the written consent of Secured
Party. (b) if the Collateral is used or acquired for use primarily for personal,
family or household purposes, or for farm purposes, Borrower's residence in
Florida is that shown at the beginning of this agreement and Borrower will
immediately notify Secured Party of any change in the location of said
residence.
3. (a) If the Collateral is acquired or used primarily for business use
and is of a type normally used in more than one state, whether or not so used,
and Borrower has a place of business in more than one state, the chief place of
business of Borrower is: 1280 Clearmont Street, N.E., Palm Bay, Brevard
----------------------------------------------
(No. and Street)
County, Florida
-----------------
(City) (County) (State)
or, if left blank, is that shown at the beginning of this agreement, and
Borrower will immediately notify Secured Party in writing of any change in
Borrower's chief place of business; and (b) if certificates of title are issued
or outstanding with respect to any of the Collateral, Borrower will promptly
cause the interest of Secured Party to be properly noted thereon and deliver
such certificates of title to Secured Party.
4. Borrower will defend the Collateral against the claims and demands of
all persons, other than Secured Party, at any time claiming the same or a ______
5. No Financing Statement covering any Collateral or any proceeds thereof
is on file in any public office; Borrower authorizes Secured Party to file, in
______ this authorization will be given effect, a Financing Statement signed
only by the Secured Party describing the Collateral in the same manner as it is
described ______ from time to time at the request of Secured Party, execute one
or more Financing Statements and such other documents (and pay the cost of
filing or recon______ public offices deemed necessary or desirable by the
Secured Party) and do such other acts and things, all as the Secured Party may
request to establish______ enforceable first priority security interest in the
Collateral (free of all other liens and claims whatsoever) to secure the payment
of the liabilities.
6. Borrower will not (a) permit any liens or security interest other than
Secured Party's security interest, to attach to any of the Collateral; (b)
permit a______ to be levied upon under legal process; (c) sell, transfer, lease,
or otherwise dispose of any of the Collateral or any interest therein, or offer
so to do, without the p______ of Secured Party; (d) permit anything to be done
that may impair the value of any of the Collateral or the security intended to
be afforded by this agreement ______ Collateral to be or become a fixture (and
it is expressly covenanted, warranted and agreed, that the Collateral, and every
part thereof, whether affixed to any re______ and remain personal property), or
to become an accession to other goods or property.
7. Borrower will (a) at all times keep the Collateral insured in amounts
not less than the full insurable value thereof, against loss, damage, theft, and
______ Secured Party may require in such companies, under such policies, in such
form and for such periods, as shall be satisfactory to Secured Party, and each
______provide, by New York Standard or Union Standard endorsement, that loss
thereunder and proceeds payable thereunder shall be payable to Secured Party
______ appear (and Secured Party may apply any proceeds of such insurance which
may be received by Secured Party toward payment of the liabilities, whether due
______ order of application as Secured Party may determine) and each such policy
shall provide for a minimum of 10 days written cancellation notice to Secured
Party ______ policy shall, if Secured Party so requests, be deposited with
Secured Party; and Secured Party may act as attorney for Borrower in obtaining,
adjusting, settling ______ such insurance and endorsing any drafts; (b) at all
times keep the Collateral free from any adverse lien, security interest, or
encumbrance and in good order and ______ waste or destroy the Collateral or any
part thereof.
8. (a) Borrower will not use the Collateral or permit the same to be used
in violation of any statute, law or ordinance; and Secured Party may examine
______ Collateral at any time, wherever located. (b) Borrower will pay promptly
when due all taxes
-33-
and assessments upon the Collateral or for its use of operation or upon ______or
upon any note or notes or other writing evidencing the liabilities, or any of
them.
9. At its option, Secured Party may discharge taxes, liens or security
interests or other encumbrances at any time levied or placed on the Collateral
______ insurance on the Collateral, and may pay for the maintenance and
preservation of the Collateral. Borrower agrees to reimburse Secured Party on
demand for an______ or any expense incurred, by Secured Party, pursuant to the
foregoing authorization, together with interest thereon at the highest lawful
rate and each such pay______ thereon shall be secured by this Security
Agreement. Until default, Borrower may have possession of Collateral and use it
in any lawful manner not inco______ agreement and not inconsistent with any
policy of insurance thereon.
10. Borrower shall be in default under this agreement upon the happening
of any of the following events or conditions: (a) failure or omission to pay
when______ (or any instalment thereof or interest thereon), or default in the
payment or performance of any obligation, covenant, agreement, or liability
contained or referred______ any warranty, representation, or statement made or
furnished to Secured Party by or on behalf of any Borrower proves to have been
false in any material respects ______furnished; (c) loss, theft substantial
damage, destruction, sale, or encumbrance to or of any of the Collateral, or the
making of any levy, seizure, or attachment th______ (d) any Obligor (which term
as used herein, shall mean each Borrower and each other party primarily or
secondarily or contingently liable on any of the lia______ insolvent or unable
to pay debts as they mature or makes an assignment for the benefit of creditors,
or any proceeding (including any proceeding in bankruptcy) ______ against any
Obligor alleging that such Obligor is insolvent or unable to pay debts as they
mature; (e) entry of any judgment against any Obligor; (f) death of any ______
natural person, or of any partner of any Obligor which is a partnership; (g)
dissolution, merger or consolidation, or transfer of a substantial part of the
property of a______ is a corporation or a partnership; (h) appointment of a
receiver for the Collateral or any part thereof or for any property in which any
Borrower has an interest; (i) ______ used by anyone to transport or store goods
the possession, transportation or use of which is illegal.
11. Upon the occurrence of any such default or at any time thereafter, or
whenever the Secured Party feels insecure for any reason whatsoever, Secured
______ option, declare all liabilities secured hereby, or any of them
(notwithstanding any provisions thereof), immediately due and payable without
demand or notice of a______ same thereupon shall immediately become and be due
and payable without demand or notice (but with such adjustments, if any, with
respect to interest or other ______ be provided for in the promissory note or
other writing evidencing such liability), and Secured Party shall have and may
exercise from time to time any and all right ______ of a Secured Party under the
Uniform Commercial Code and any and all rights and remedies available to it
under any other applicable law; and upon request or demand ______ Party,
Borrower shall, at its expense, assemble the Collateral and make it available to
the Secured Party at a convenient place acceptable to Secured Party; and ______
promptly pay all costs of Secured Party of collection of any and all
liabilities, and enforcement of any rights hereunder, including reasonable
attorneys' fees and ______ and expenses of any repairs to any of the Collateral
and expenses of any repairs to any realty or other property to which any of the
Collateral may be affixed. Any ______ disposition or other intended action by
Secured Party, sent to Borrower at the address of Borrower specified above or at
any other address shown on the records of ______ at least five days prior to
such action, shall constitute reasonable notice to Borrower. In the event of
repossession, Borrower authorizes Secured Party to take in______ personal
property found in or on the Collateral and to hold the same until claimed by
Borrower at the principal place of business of Secured Party, and in the event
______ property is not claimed within a reasonable time by Borrower, Secured
Party is authorized to dispose of same. Expenses of retaking, holding,
preparing for sale, selling______ shall include Secured Party's reasonable
attorneys' fees and legal expenses. Any excess or surplus of proceeds of any
disposition of any of the Collateral may ______ Secured Party toward payment of
such of the liabilities, without marshalling of assets and in such order of
application, as Secured Party may from time to time ______.
12. No waiver by Secured Party of any default shall operate as a waiver of
any other default or of the same default on a future occasion. No delay or
omission______ Secured Party in exercising any right or remedy shall operate as
a waiver thereof, and no single or partial exercise by Secured Party of any
right or remedy shall prec______ or further exercise thereof or the exercise of
any other right or remedy. Time is of the essence of this agreement. The
provisions of this agreement are cumulative an______ the provisions of any note
secured by this agreement, and Secured Party shall have all the benefits, rights
and remedies of and under any note secured hereby. If ______ party shall
execute this agreement, the term "Borrower" shall mean all parties signing this
agreement and each of them, and all such parties shall be jointly ______
obligated hereunder provided, however, if one of the parties signing this
agreement has not executed the promissory note or notes referred to herein, said
party ______ personal liability under, or in conjunction with, said promissory
note or notes. The singular pronoun, when used herein, shall include the plural
and the neuter ______ masculine and feminine. If this agreement is not dated
when executed by the Borrower, the Secured Party is authorized without notice to
the borrower, to date thi______ This agreement shall become effective as of the
date of this agreement. All rights
-34-
of Secured Party hereunder shall inure to the benefit of its successors and as
______ liabilities of Borrower shall bind the heirs, executors, administrators,
successors and assigns of each Borrower.
13. This agreement has been delivered in the State of Florida and shall be
construed in accordance with the laws of Florida. Wherever possible, each
pro______ agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this agreement shall be
prohibited by or ______ applicable law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining ______ this agreement.
-35-
IN WITNESS WHEREOF, this agreement has been duly executed as of the ________ day
of ___, 1991
Signed, sealed and delivered COMPUTER SCIENCE INNOVATIONS, INC.,
in the presence of: a Florida Corporation
-----------------------------------------
By: /s/ Xxxx Xxxxx
________________________________ ------------------------------------
Xxxx X. Xxxxx, President
By: /s/ Xxxxx X. Xxxxxxxx
________________________________ ------------------------------------
Xxxxx X. Xxxxxxxx, Exec. Vice-President
-36-
STATE OF FLORIDA FINANCING STATEMENT UNIFORM COMMERCIAL CODE Form UCC-1, Rev.
1981
This FINANCING STATEMENT is presented to a filing officer for filing pursuant to
the Uniform Commercial Code:
------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First If a Person) THIS SPACE FOR USE OF FILING OFFICER
NAME COMPUTER SCIENCE INNOVATIONS, INC., a Date, Time, Number, and Filing Office
Florida Corporation
1A
MAILING ADDRESS
0000 Xxxxxxxxx Xxxxxx, X.X.
XXXX Xxxx Xxx XXXXX XX 00000
------------------------------------------------------------------
MULTIPLE DEBTOR (if Any) (Last Name First if a Person)
NAME
1B
MAILING ADDRESS
CITY STATE
------------------------------------------------------------------
MULTIPLE DEBTOR (if Any) (Last Name First if a Person)
NAME
1C
MAILING ADDRESS
CITY STATE
------------------------------------------------------------------
SECURED PARTY (Last Name First if a Person)
NAME SUN BANK, NATIONAL
2A
ASSOCIATION
MAILING ADDRESS
000 Xxxxxx Xxxxx
XXXX Xxxxxxxxx XXXXX XX 00000
------------------------------------------------------------------------------------------------------------------------------------
MULTIPLE SECURED PARTY (if Any) AUDIT UPDATE
(Last Name First if a Person)
NAME
2B
MAILING ADDRESS
CITY STATE
------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (if Any) VALIDATION INFORMATION
(Last Name First if a Person)
NAME
3
MAILING ADDRESS
CITY STATE
------------------------------------------------------------------------------------------------------------------------------------
4 This FINANCING DOCUMENT coversthe following types or items property (include description Name and Address
of real property on which located and owner of record when required). If more space is required, of Preparer
attach additional sheets 8 1/2" x 11".
All accounts, inventory and equipment of Borrower.
------------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
7 No. of additional Sheets presented:
5 Proceeds of collateral are covered as provided in Sections 679.203 0
and 679.206, F.S.
----------------------------------------------------------------------------------------------------------
6 Filed with: Secretary of State
---------------------------
8 (Check 0) O All documentary stamp taxes due and payable or to become due and payable pursuant
to Section 201.22, F.S.
O Florida Documentary Stamp Tax is not required.
------------------------------------------------------------------------------------------------------------------------------------
10 (Check O if so)
9 This statement is filed without the debtor's signature to perfect a security interest in collateral.
(Check O if so.) O Debtor is a
O already subject to a security interest in another jurisdiction when it was brought into this transmitting
state or debtor's location changed to this state. utility
O which is proceeds of the original collateral described above in which a security interest was O Products of
perfected. collateral are
O as to which the filing has lapsed. covered.
O acquired after a change of name, identity, or corporate structure of the
O debtor, or O secured party
------------------------------------------------------------------------------------------------------------------------------------
11 SIGNATURE(S) OF DEBTOR(S)
13 Return copy to: COMPUTER SCIENCE INNOVATIONS, INC., a Florida
NAME: Xxxxxx X. Xxxxxxx, Xx., Esq. corporation
ADDRESS: Xxxxxx, Normile, Dettmer, et al.
000 Xxxxx Xxxxxx Xxxxxxxxx By: /s/ Xxxx Xxxxx
CITY: Melbourne --------------
STATE: FL ZIP CODE 32901
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
----------------------------------------------------------------
12 SIGNATURE(S) OF SECURED PARTY(IES)
SUN BANK, NATIONAL ASSOCIATION
By: /s/
----------------------------------------------------------------------------------------------------------------------------------
-38-
STATE OF FLORIDA FINANCING STATEMENT -- UNIFORM COMMERCIAL CODE -- Form UCC-1,
Rev. 1981
This FINANCING STATEMENT is presented to a filing officer for filing pursuant to
the Uniform Commercial Code.
------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First if a Person) THIS SPACE FOR USE OF FILING OFFICER
Date, Time, Number, and Filing Office
NAME COMPUTER SCIENCE INNOVATIONS, INC., a
Florida Corporation
1A
MAILING ADDRESS
0000 Xxxxxxxxx Xxxxxx, X.X.
XXXX Xxxx Xxx XXXXX XX 00000
---------------------------------------------------------------
MULTIPLE DEBTOR (if Any) (Last Name First if a Person)
NAME
1B
MAILING ADDRESS
CITY STATE
---------------------------------------------------------------
MULTIPLE DEBTOR (if Any) (Last Name First if a Person)
NAME
1C
MAILING ADDRESS
CITY STATE
---------------------------------------------------------------
SECURED PARTY (Last Name First if a Person)
NAME SUN BANK, NATIONAL ASSOCIATION
2A
MAILING ADDRESS
000 Xxxxxx Xxxxx
XXXX Xxxxxxxxx XXXXX XX 00000
------------------------------------------------------------------------------------------------------------------------------------
MULTIPLE SECURED PARTY (if Any) AUDIT UPDATE
(Last Name First if a Person)
NAME
2B
MAILING ADDRESS
CITY STATE
------------------------------------------------------------------------------------------------------------------------------------
-39-
------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (if Any) VALIDATION INFORMATION
(Last Name First if a Person)
NAME
3
MAILING ADDRESS
CITY STATE
----------------------------------------------------------------------------------------------------------------------------------
4 This FINANCING DOCUMENT covers the following types or items of property (include description Name and Address
of real property on which located and owner of record when required). If more space is required, of Preparer
attach additional sheets 8 1/2" x 11".
All accounts, inventory and equipment of Borrower
----------------------------------------------------------------------------------------------------------------------------------
7 No. of additional Sheets presented:
5 Proceeds of collateral are covered as provided in Sections 679.203 0
and 679.206, F.S.
-----------------------------------------------------------------------------------------------------
6 Filed with: Clerk, Circuit Court
------------------------------
8 (Check 0) O All documentary stamp taxes due and payable or to become due and payable pursuant
to Section 201.22, F.S.
O Florida Documentary Stamp Tax is not required.
------------------------------------------------------------------------------------------------------------------------------------
10 (Check O if so)
9 This statement is filed without the debtor's signature to perfect a security interest in collateral.
(Check O if so.)
O already subject to a security interest in another jurisdiction when it was brought into O Debtor is a
this state or debtor's location changed to this state. transmitting
O which is proceeds of the original collateral described above in which a security utility.
interest was perfected. O Products of
O as to which the filing has lapsed. collateral are
covered.
O acquired after a change of name, identity, or corporate structure of the
O debtor, or O secured party
----------------------------------------------------------------------------------------------------------------------------------
11 SIGNATURE(S) OF DEBTOR(S)
13 Return copy to: COMPUTER SCIENCE INNOVATIONS, INC., a Florida
NAME: Xxxxxx X. Xxxxxxx, Xx., Esq. corporation
ADDRESS: Xxxxxx, Normile, Dettmer, et al.
000 Xxxxx Xxxxxx Xxxxxxxxx By: /s/ Xxxx Xxxxx
CITY: Melbourne --------------
STATE: FL ZIP CODE 32901
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
----------------------------------------------------------
12 SIGNATURE(S) OF SECURED PARTY(IES)
SUN BANK, NATIONAL ASSOCIATION
By: /s/
----------------------------------------------------------------------------------------------------------------------------------
-40-
[SUN TRUST LETTERHEAD]
August 28, 1996
Xxxxxx Xxxxxxxx
Computer Science Innovation, Inc.
0000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
It is my pleasure to present this commitment letter and introduce myself as your
company's new primary account officer. I will be working closely with Xxxxxx
Xxxxxx who will remain as secondary account officer to familiarize myself with
your banking relationship.
SunTrust Bank, Central Florida, National Association ("Bank") is pleased to
advise you that it has approved the renewal and increase of your revolving line
of credit in the amount of $500,000 subject to the following conditions:
BORROWER: Computer Science Innovations, Inc.
AMOUNT: $500,000
PURPOSE: To fund short term working capital needs.
TERMS: Interest payable monthly, principal due on demand.
COLLATERAL: First security interest in the company's accounts
receivable, inventory, and equipment. The borrower may offer
direct assignments on specific government contracts, at its
option.
BORROWING BASE: Advances on the line of credit will be governed by a
borrowing base to include 80% of accounts receivable less
than 90 days excluding bonded and non-assigned/acknowledged
government receivables. The borrowing base will include 90%
of direct assigned and acknowledged U.S. Government
Contracts.
A BORROWING BASE CERTIFICATE (SEE ATTACHED) SHOULD BE
COMPLETED EACH MONTH BY THE BORROWER AND ATTACHED TO THE
ACCOUNT RECEIVABLE AGING REPORT.
GUARANTOR(S): None
-41-
REVIEW DATE: June 30, 1997
INTEREST RATE: Fully floating at SunTrust Bank, Inc.'s Prime Rate.
SunTrust Bank's Prime Rate is currently 8.25%.
Prime Rate is defined as the annual interest rate announced by
SunTrust Bank, Inc. from time to time, as the prime rate (which
interest rate is only a bench xxxx, is purely discretionary and is
not necessarily the best or lower rate charged borrowing customers of
any subsidiary bank of SunTrust Banks Inc.) Any such change in prime
rate shall be effective at the beginning business day on which such
change is announced; provided however, that the interest rate charged
hereunder shall never exceed the maximum rate allowed, from time to
time, by law.
FEE: $500.00
FINANCIAL COVENANTS: The financial loan covenants are as follows:
. Minimum Current Ratio 1.25:1.00
. Minimum Working Capital $250,000
. Minimum Interest Coverage 1.50:1.00
. Minimum Tangible Net Worth $900,000
. Maximum Debt/Net Worth 1.0:1.0
THE LOAN COVENANTS WILL BE TESTED ON A MONTHLY BASIS.
SPECIAL CONDITIONS: 1) The line of credit must be rested for thirty (30)
consecutive days.
2) The company will not be restricted from
distributions, dividends, intercompany loans,
other capital withdrawals, and management fees
to Ashton Technology Group, Inc. as long as
there is not an outstanding balance on the
line of credit.
In the event that there is an outstanding
balance, the company will be restricted from
distributions, dividends, intercompany loans,
other capital withdrawals, and management fees
to Ashton Technology Group, Inc. without the
bank's written consent, which will not be
unreasonably withheld.
The actual language detailing the parameters
of this
-42-
covenant will be drafted by the legal counsel
identified above, and will become a
modification of the existing loan agreement. A
draft of the language will be made available
to you.
3) The Borrower is to maintain primary deposit
relationship with SunTrust Bank, Central
Florida, National Association.
REPORTING REQUIREMENTS: The borrower agrees to provide the Bank with the
following information:
1) Annual Basis:
-----------------
. Audited CPA financial statements with attached
within 90 days of year end, or consolidated
financial statements whose supplemental
information includes CSI, Inc. as a
separate entity.
1) Monthly Basis: (within 30 days of month end)
------------------------------------------------
. Compiled Financial Statements
. Accounts Receivable Aging Report
. Accounts Payable Aging Report
. Backlog Report
. Contract Status
LEGAL: Any and all closing costs including attorney's fees
will be borne by the Borrower.
LENDER'S COUNSEL: Xxxxxx X. Xxxxxx
Address: 0000 Xxxx Xxx Xxxxx Xxx.
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
EVENT OF DEFAULT: A default under this commitment shall constitute a
default under the loan documents and shall
immediately relieve SunTrust from any obligations it
may have to the commitment or the loan documents, and
shall entitle the Bank, at its discretion, and upon
giving notice of default to Borrower, to charge an
interest rate equivalent to the maximum allowed by
law.
INTENT OF PARTIES: It is the mutual intent of all parties to this
transaction that the terms and conditions of this
commitment letter shall survive the loan closing.
FUNDING ON THE LINE: The bank has no obligation to fund the line if there
is a covenant violation or required reports are not
received.
-43-
If the above terms and conditions are acceptable to you please sign as indicated
and return the original to my attention.
Please be advised that the Bank's commitment will expire September 12, 1996 and
you should sign, date, and return the original to my attention prior to that
date for it to be effective. The loan should close within ten (10) business
days of acceptance of this commitment.
As your new account officer I plan to provide you with the highest level of
service. I appreciate this opportunity to provide financing and look forward to
working with you and your company. Please do not hesitate to call me at 000-0000
with any questions or requests in regard to your banking relationship.
Sincerely,
/s/ Xxxxxxx Xxxxx
-----------------------------
Xxxxxxx Xxxxx
Business Banking Officer
BORROWERS:
Computer Science Innovations, Inc.
/s/ Xxxxxx X. Xxxxxxxx Date: 5 Sept. 96
----------------------------- ----------
Xxxxxx X. Xxxxxxxx, President
/s/ Xxxxxxx X. Xxxxxxxx 9/5/96
----------------------------- ---------
-44-
BORROWING BASE CERTIFICATE
Computer Science Innovations, Inc.
Accounts Receivable Month Ended _______
"A" "B"
=====================================================================================================================
Total Account Receivable less than or equal to 90 days _____
excluding direct assignments:
Total Direct Assigned and Acknowledged Account _____
Receivable less than or equal to 90 days:
Less: Bonded Account Receivable _____ _____
Non-assigned Government Receivable _____ _____
Total Eligible Accounts Receivable: _____
Total Eligible Direct Assigned Receivable: _____
Borrowing Limit Percentage: 80% 90%
----- -----
Borrowing Base (A or B Cannot Exceed $500,000) _____ _____
Less Current Balance of Line: _____ _____
Amount Available: _____ _____
Total Amount Available (A + B): _____
/s/ Xxxxxx Xxxxxxxx
-------------------------------------------
Xxxxxx Xxxxxxxx, President Date
-45-
LOAN AGREEMENT MODIFICATION
THIS AGREEMENT, MADE AND ENTERED INTO THIS 5TH DAY OF SEPTEMBER, L996, BY
AND BETWEEN COMPUTER SCIENCE INNOVATIONS, INC., HEREINAFTER REFERRED TO AS
"COMPANY", AND SUNTRUST BANK, CENTRAL FLORIDA, NA FORMERLY KNOWN AS SUN BANK,
NATIONAL ASSOCIATION, HEREINAFTER REFERRED TO AS "BANK".
W I T N E S S E T H:
-------------------
WHEREAS, on January 8, 1991, COMPANY and BANK entered into a loan agreement
which provided for the COMPANY to borrow from the BANK the sum of ONE MILLION
AND 00/100 ($1,000,000.00) DOLLARS in a revolving line of credit as an operating
line; and
WHEREAS, this revolving line of credit has been modified on several
occasions by the parties; and
WHEREAS, the current revolving line of credit is ONE HUNDRED FIFTY FIVE
THOUSAND AND 00/100 ($155,000.00) DOLLARS and COMPANY has requested BANK to
increase the line of credit from ONE HUNDRED FIFTY FIVE THOUSAND AND 00/100
($155,000.00) DOLLARS to FIVE HUNDRED THOUSAND AND 00/100 ($500,000.00) DOLLARS
and BANK has agreed to such increase upon the terms and conditions set forth
below.
NOW THEREFORE, in consideration of the mutual covenants and promises of the
parties and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, it is hereby agreed as follows:
1. The foregoing recitals are true and incorporated herein by reference.
2. The revolving line of credit referred to as Loan "A" as described in
the loan agreement of January 8, 1991, as modified, is hereby
increased from ONE HUNDRED FIFTY FIVE THOUSAND AND 00/100
($155,000.00) DOLLARS to FIVE HUNDRED THOUSAND AND 00/100
($500,000.00) DOLLARS. The interest rate shall be SunTrust Bank,
Inc's, prime rate, fully floating. SunTrust Bank, Inc's, prime rate is
currently 8.25%. Prime rate is defined as the annual interest rate
announced by SunTrust Bank, Inc, from time to time as the prime rate
(which interest rate is only a benchmark, is purely discretional and
is not necessarily the best or lower rate charged borrowing customers
of any subsidiary bank of SunTrust Bank, Inc). Any such change in
prime rate shall be effective at the beginning of the business day in
which such change is announced; provided however, that the interest
rate charged hereunder shall never exceed the maximum rate allowed,
from time to time, by law. Monthly payments of interest only shall be
due and payable to BANK by COMPANY. The principal balance and accrued
interest of the line of credit shall be due on demand.
-46-
3. The outstanding principal balance of the line of credit shall be
reduced to ZERO ($0.00) for a period of thirty (30) consecutive days
each year.
4. Advances on the line of credit will be governed by a borrowing base to
include eighty (80%) percent of accounts receivable less than ninety
(90) days, excluding bonded and non assigned/acknowledged government
receivables. The borrowing base will include ninety (90%) percent of
direct assigned/acknowledged U.S. Government contracts.
5. The financial loan covenants are as follows:
a. Minimum Current Ratio 1.25:1.00
b. Minimum Working Capital $250,000.00
c. -Minimum Interest Coverage 1.50:1.00
d. Minimum Tangible Net Worth $900,000.00
e. Maximum Debt/Net Worth 1.0:1.0
The loan covenants will be tested on a monthly basis.
6. COMPANY acknowledges and agrees that BANK has no obligation to make any
disbursements on the line of credit if any covenant violations exist or
required reports are not received by BANK as set forth in the loan
agreement, as modified.
7. So long as this line of credit is not in default and there is not an
outstanding balance on this line of credit, then COMPANY will not be
restricted from making distributions, paying dividends, making
intercompany loans, making other capital withdrawals, and paying
management fees to Ashton Technology Group, Inc. In the event that this
loan is in default or there is an outstanding balance on the line of
credit, then COMPANY covenants and agrees that it will not pay to
Ashton Technology Group, Inc., any distributions, dividends or
management fees and it will not make any intercompany loans or other
capital withdrawals to Ashton Technology Group, Inc., without BANK's
prior written consent which consent shall not be unreasonably withheld.
8. COMPANY shall maintain its primary deposit relationship with SunTrust
Bank, Central Florida, NA.
9. COMPANY covenants and agrees to provide BANK with the following
financial information:
a. COMPANY will submit year end unqualified audited financial
statements prepared by a CPA acceptable to the BANK for the
COMPANY, within
-47-
ninety (90) days of the end of the COMPANY'S fiscal year or
consolidated financial statements whose supplemental information
includes CSI, Inc. as a separate entity.
b. COMPANY shall submit to the BANK on a monthly basis within thirty
(30) days of the end of each month compiled financial statements,
accounts receivable aging report, accounts payable aging report,
back-log report and contract status report.
All financial statements shall be in form and substance as reasonably
requested by the BANK.
10. SunTrust Bank, Central Florida, NA is substituted for Sun Bank,
National Association, in the loan agreement of January 8, 1991, and
any reference in the loan agreement, as modified, to Sun Bank,
National Association, shall be deleted in its entirety and SunTrust
Bank, Central Florida, NA shall be substituted therefore.
11. For the purpose of giving notice as provided in the loan agreement, as
modified, the addresses COMPANY and BANK are hereby changed as
follows:COMPUTER SCIENCE INNOVATIONS, INC.,1235 Xxxxx Xxxx, Xxxxxxxxx,
XX 00000; and SUNTRUST BANK, CENTRAL FLORIDA, NA, 000 Xxxxxx Xxxxx,
Xxxxxxxxx, XX 00000-0000.
12. COMPANY shall designate as additional loss payee on appropriate hazard
insurance and flood insurance, if applicable, the BANK as follows:
SUNTRUST BANK, CENTRAL l FLORIDA, NA, its successors and/or assigns,
000 Xxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000 Attn: Commercial Loans.
13. All other terms, provisions and conditions of the loan agreement of
January 8, 1991, as modified, shall remain in full force and effect
and unchanged by this agreement, except as set forth herein, and the
parties hereto covenant and agree to comply therewith.
14. By the execution of this agreement, COMPANY hereby covenants and
agrees that the loan agreement of January 8, 1991, as modified, is a
valid binding agreement that is in full force and effect and that
COMPANY hereby waives any defenses, counter-claims or set-offs of
whatever nature, to the enforcement of the loan agreement of January
8, 1991, as modified.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals this 5th day of September, 1996.
-48-
Signed, Sealed & Delivered
In the Presence of:
COMPUTER SCIENCE INNOVATIONS,
INC.,
/s/ Xxxx Xxxxx
------------------------------
By: /s/ Xxxxxx Xxxxxxxx
Print Name: /s/ Xxxx Xxxxx -------------------
------------------
/s/ XXXXXX X. XXXXXXXX, President
------------------------------
Print Name:
___________________
SUNTRUST BANK, CENTRAL FLORIDA,
NA f/k/a SUN BANK, NATIONAL
ASSOCIATION
/s/ Xxxxxx Xxxxxxxx
Print Name: Xxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxx
--------------
/s/
------------------------------
Print Name:
___________________
-49-
SUNTRUST REVOLVING LINE OF CREDIT
Renewal
Promissory Note
$500,000.00 September 5, 1996
---------- -----------------
The undersigned (whether one or more hereinafter called "Maker"), jointly
and severally, promise(s) to pay to the order of SunTrust Bank, Central Florida,
National Association/Fka Sun Bank, National Association (herein called "Bank")
at its offices located at Cocoa Florida, Five Hundred Thousand Dollars and
No/100 Dollars ($500,000.00), together with interest from the date hereof at the
rate hereinafter provided, and applicable fees in the following manner.
Repayment Schedule:
[_] Single Payment Principal Due in Full On:_____________________________________________________________________
Interest Payable:_____________________________________________________________________________
[_] Installment Payment (including interest): In ______________ ________________________________
(No.) (Period)
Installments of $_________________, commencing on _____________, 19____, and on
the same day of each successive _____________ thereafter, together with a FINAL PAYMENT of
$______________ due and payable on _________________________, 19_____.
[_] Installment Payment (plus interest): __________________
(No.)
Principal installments of $___________, plus interest, commencing on ___________, 19__, and on the
same day of each successive ___________ thereafter, together with a FINAL PAYMENT of
$___________,plus accrued interest due and payable on ______________, 19__.
[_] Multiple Payment Principal and interest are payable as follows:________________________________________________
______________________________________________________________________________________________
______________________________________________________________________________________________
[X] ON DEMAND Principal payable ON DEMAND with interest payable Monthly commencing on October 5, 1996 and each Month
thereafter.
[_] Prepayment Right Bank shall have the absolute and unconditional right, at its sole discretion, to require Maker to pay
the entire loan balance, along with accrued unpaid interest at any time after the sixty-first (61st)
month from the note date. If the bank elects to exercise such right of payment, Bank will provide
Maker ninety (90) days prior written notice of its intention to demand payment. If Bank does not
exercise such right of payment, the loan balance outstanding, along with accrued unpaid interest is
due and payable on the one hundred twentieth (120th) installment.
THE INTEREST RATE IS AS FOLLOWS: [_] If checked here, the interest rate provided
herein shall be computed on the basis of a 365 day year and shall be calculated
for the actual number of days elapsed. If not checked, the interest rate shall
be computed on the basis of a 360 day year and shall be calculated for the
actual number of days elapsed.
Variable Interest Rate
[_] Not Applicable
[X] Applicable, provided however that the interest rate charged hereunder shall
never exceed the maximum rate allowed, from time to time, by law. If this loan
is for a consumer purpose and is secured by a dwelling, the maximum interest
rate charged will never exceed 18% per annum or the state usury ceiling,
whichever is less.
If applicable, the interest rate stated herein shall, from time to time,
automatically increase or decrease so that at all times it shall be equivalent
to (check appropriate box and complete):
[X] 0.00% over the annual interest rate announced by SunTrust Banks of Florida,
Inc., from time to time, as the prime rate (which interest rate is only a bench
xxxx, is purely discretionary and is not necessarily the best of lowest rate
charged borrowing customers of any subsidiary bank of Sun Banks, Inc.). Any
such change in prime rate will increase or decrease your periodic interest
payments. Any change in prime rate shall be effective at the beginning of the
business day on which such change is announced; or,
[_] ____% over the ____________________________________________________________
_______________________________________________________________________________
FIXED RATE [_] Applicable at _____% per annum, simple interest. [_] Not Applicable.
LATE CHARGE FEE If a payment is late, you may charge 5% of such payment as a late charge. A payment which is not
received on the due date shall be deemed late.
SERVICE FEE A service fee of the lesser of $50.00 or 2 percent of the principal amount of this loan will be
charged. The service fee charge will not be refunded in the event of prepayment.
ADDITIONAL FEES The Bank may charge various additional fees for servicing or processing the loan. The name of
the fee shall describe the work performed.
In the event any installment of principal or interest or any part thereof
is not paid when it becomes due, or in the event of any default thereunder, the
principal sum remaining unpaid hereunder, together with all accrued and past due
interest thereon, shall immediately and without notice become due and payable at
the election of the holder at any time thereafter.
Notwithstanding any rate of interest provided herein, the interest rate on
any payment or payments of principal or interest, or any part thereof, which is
not made when due shall, thereafter, be at the maximum rate allowed, from time
to time, by law. Minimum of $10.00 on any single payment loan or $15.00 on any
installment loan will be charged.
This note is [_] SECURED [X] UNSECURED (Notwithstanding the fact that this
note is marked 'unsecured',
Maker understands and agrees that any other security Interest the Bank now holds
or may hereafter acquire from the Maker may secure this note).
As security for the payment of this note Maker has pledged or deposited
with Bank and hereby grants to Bank a security interest in the following
property: 1st lien on all accounts receivable, inventory and equipment now
----------------------------------------------------------------
owned and hereafter acquired as further described in Security Agreements dated
------------------------------------------------------------------------------
9-5-96 and various Government Contracts as further described in Exhibit "B"
---------------------------------------------------------------------------
attached. (Including all cash, stock and other dividends and all rights to
----------
subscribe for securities incident to, declared, or granted in connection with
such property and including any returned or unearned premiums from any insurance
financed hereunder), which property, together with all additions and
substitutions hereafter pledged or deposited with Bank is called the Collateral.
The Collateral is also pledged as security for all other liabilities (primary,
secondary, direct, contingent, sole, joint, or several), due or to become due or
which may be hereafter contracted or acquired, of each Maker (including each
Maker and any other person) to Bank and for renewals, extensions or
modifications of this note. The surrender of this note, upon payment or
otherwise, shall not affect the right of Bank to retain the Collateral for such
other liabilities.
Lender may request periodically as it deems necessary, complete and current
financial statements, balance sheets, profit and loss statements, and cash flow
information for Maker and Cosigner.
Maker understands and agrees that the jury waiver, the additional
agreements and provisions on the reverse side hereof, hereby incorporated by
reference, constitute agreements of the Maker and a part of this note. Maker
acknowledges receipt of a completed copy of this note.
--------------------------------------------------------------------------------
Notice to Cosigner: You are being asked to guarantee this debt. Think
carefully before you do. If the Borrower doesn't pay the debt, you will have
to. Be sure you can afford to pay if you have to, and that you want to accept
responsibility.
You may have to pay up to the full amount of the debt if the borrower does
not pay. You may also have to pay late fees or collection costs, which increase
this amount.
The Bank can collect this debt from you without first trying to collect
from the borrower, The Bank can use the same collection methods against you
that can be used against the borrower, such as suing you, garnishing your wages,
etc. If this debt is ever in default, that fact may become a part of your
----
credit record.
This notice is not the contract that makes you liable for the debt.
--------------------------------------------------------------------------------
Address: 0000 Xxxxx Xxxx COMPUTER SCIENCE INNOVATIONS, Inc.
Xxxxxxxxx, XX 00000-0000 By: /s/ Xxxxxx X. Xxxxxxxx (Seal) 9-5-96
----------------------- ------
Xxxxxx X. Xxxxxxxx, Date
President
By: /s/ Xxxxxxx X. Xxxxxxxx (Seal) 9-5-96
----------------------- ------
Date
================================================================================
This space for Bank records only
Renewal $500,000.00
_____________________ -------------------------- _______________________ ------------------------
Proceeds Document Stamps Other Charges Note Amount
481 26 0000000000
----------------------- --------------------------- ------------------------- ________________________
Officer Initials# Note Number Account Number Service Fee
-51-
If the variable interest rate is not applicable and if this note is payable
on demand, Bank reserves, and is hereby granted the right, to adjust the
interest rate from time to time by furnishing Maker with any written notice of
such adjusted rate, provided however, that no such adjusted rate shall exceed
the maximum rate allowed, from time to time, by law.
Additions to, reductions or exchanges of, or substitutions for the
Collateral, payments on account of this note or increases of the same or other
loans made partially or wholly upon the Collateral, may from time to time, be
made without affecting the provisions of this note.
If the Bank deems itself insecure, or upon the happening of any of the
following events, each of which shall constitute a default hereunder, all
liabilities of each Maker to Bank shall thereupon or thereafter, at the option
of the Bank, without notice or demand, become due and payable: (a) failure of
any Obligor (which term shall mean and include each Maker, endorser, surety and
guarantor of this note) to perform any agreement hereunder to pay interest
hereon when due or requested or demanded or to pay any other liability
whatsoever to Bank when due; (b) the death of any Obligor; (c) the filing of any
petition under the Bankruptcy Code, or any similar federal state statute, by or
against any Obligor; (d) an application for the appointment of a receiver or the
making of a general assignment for the benefit of creditors by, or the
insolvency of any Obligor; (e) the entry of a judgment against any Obligor; (f)
the issuing of any writ of attachment or writ of garnishment, or the filing of
any lien, against the property of any Obligor; (g) the taking of possession of
any substantial part of the property of any Obligor at the instance of any
governmental authority; (h) the dissolution, merger, consolidation, or
reorganization of any Obligor; (i) the assignment of any Maker of any equity in
any of the Collateral without the written consent of Bank.
Bank is hereby given a lien upon and a security interest in all property of
each Maker now or at any time hereafter in the possession of bank in any
capacity whatsoever, including but not limited to any balance or share of any
deposit, trust, or agent account as security for the payment of this note, and a
similar lien upon the security interest in all such property of each maker as
security for the payment of all other liabilities of each Maker to Bank
including liabilities of each Maker and any other person); and Bank shall have
the same rights as to such property as it has with respect to the Collateral.
If Bank deems itself insecure or upon the occurrence of any default
hereunder Bank shall have the remedies of a secured party under the Uniform
Commercial Code and, without limiting the generality of the foregoing, Bank
shall have the right, immediately and without further action by it, to set off
against this note all money owed by Bank in any capacity to each or any Obligor,
whether or not due, and also to set off against all other liabilities of each
maker to bank all money owed by Bank in any capacity to each or any Maker; and
Bank shall be deemed to have exercised such right of set-off and to have made a
charge against any such money immediately upon the occurrence of such default
even though such a charge is made or entered on the books of the bank subsequent
thereto. Unless the Collateral is perishable or threatens to decline speedily
in value or is of a type customarily sold on a recognized market, the Bank will
give Maker reasonable notice of the time and place of any public sale thereof or
of the time after which any private sale or any other intended disposition
thereof is to made. The requirement of reasonable notice shall be met if such
notice is mailed, postage prepaid, to any Maker at the address given below or at
any other address shown on the records of the Bank, at least five days before
the time of the sale or disposition. Sale at a wholesale dealers' auction is a
commercially reasonable disposition. Upon disposition of any Collateral after
the occurrence of any default hereunder, Maker shall be and remain liable for
any deficiency; and Bank shall account to Maker for any surplus, but Bank shall
have the right to apply all or any part of such surplus (or to hold the same as
a reason against) any and all other liability of each or any Maker to Bank. The
obligors, jointly and severally, promise and agree to pay all costs and expenses
of collection and reasonable attorney's fee, including costs expenses and
reasonable attorneys' fees on appeal, if collected by legal proceedings or
through an attorney at law, Maker hereby waives any right to a trial by jury in
any civil action arising out of, or based upon, this note or the Collateral.
Bank shall exercise reasonable care in the custody and preservation of the
Collateral to the extent required by applicable statute, and shall be deemed to
have exercised reasonable care if it takes such action for that purpose as Maker
shall reasonably request in writing, but no omission to do any act not requested
by maker shall be deemed a failure to exercise reasonable care, and no omission
to comply with any request of Maker shall of itself be deemed a failure to
exercise reasonable care. Bank shall not be bound to take any steps necessary
to preserve any rights in the Collateral against prior parties and maker shall
take all necessary steps for such purposes. Bank or its nominee need not
collect interest on or principal of any Collateral or give any notice with
respect to it.
If the Collateral shall at any time become unsatisfactory to Bank, Maker
shall within one day after demand pledge and deposit with Bank as part of the
Collateral additional property which is satisfactory to Bank.
Bank shall have the right, which may be exercised at any time whether or
not this note is due, to notify the Obligors on any Collateral to make payment
to bank on any amounts due to become due thereon. In the event of any default
hereunder, Bank shall thereafter have, but not be limited to, the following
rights; (i) to pledge or transfer this note and the Collateral and bank shall
thereupon be relieved of all duties and responsibilities hereunder and relieved
from any and all liability with respect to any Collateral so pledged or
transferred, and any pledgee or transferee shall for all purposes stand in the
place of the Bank hereunder and have all the rights of the bank hereunder, (ii)
transfer the whole or any part of the Collateral into the name of itself or its
nominee, (iii) to vote the Collateral; (iv) to demand, xxx for, collect, or make
any compromise or settlement it deems desirable with reference to the
Collateral; and (v) to take control of any proceeds of Collateral.
I HEREBY CONSENT TO THE ATTACHMENT OR GARNISHMENT OF MY EARNINGS..
-52-
No delay or omission on the part of Bank in exercising any right hereunder
shall operate as a waiver of such right or any other right under this note,
Presentment, demand, protest, notice of dishonor, and extension of time without
notice are hereby waived by each and every Obligor. Any notice to Maker shall
be sufficiently served for all purposes if placed in the mail, postage prepaid,
addressed to or left upon the premises at, the address shown below or any other
address shown on the Bank's records.
I waive any and all privilege and rights which I may have under Chapter 47,
Florida Statutes, relating to venue, as it now exists or may hereafter be
amended: I agree that any action shall be brought in the County in which the
Bank's business office is located as designated above or at which the loan was
closed.
JURY WAIVER: MAKER AND BANK HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY,
-----------
AND IRREVOCABLY WAIVE THE RIGHT OF EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN
RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY,
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND
ANY OTHER DOCUMENT OR INSTRUMENTS CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PART HERETO. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR BANK ENTERING INTO THIS AGREEMENT. FURTHER, MAKER HEREBY
CERTIFIES THAT NOR REPRESENTATIVE OR AGENT OF BANK NOR THE BANK'S COUNSEL HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BANK WOULD NOT, IN ANY EVENT OF SUCH
LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. NO
REPRESENTATIVE OR AGENT OF THE BAN NOR BANK'S COUNSEL HAS THE AUTHORITY TO
WAIVE, CONDITION, OR MODIFY THIS PROVISION.
--------------------------------------------------------------------------------
GUARANTY
In addition to the liability as endorsers, which the undersigned hereby
assumes, for value received and intending to be legally bound, the undersigned
(and if more than one, each of them jointly and severally) (a) hereby become
surety to the payee of the within note, it successors, endorsees and assigns,
for the payment of the within note and hereby unconditionally guarantee the
payment of the within note and all extensions or renewals thereof and all sums
payable under or by virtue thereof including, without limitation, all amounts of
principal and interest and all expenses (including attorney's fees) incurred in
the collection thereof, the enforcement of rights thereunder or with respect to
any security therefor and the enforcement hereof, and waive presentment, demand,
notice of dishonor, protest and all other notices whatsoever; and (b) consent
and agree (i) that all or any of the Collateral may be exchanged, released,
surrendered or sold from time to time, (ii) that the payment of the note, or any
of the liabilities of the Maker thereof may be extended or said notice renewed
any number of times and for any period (whether or not longer than the original
period of said note), (iii) that the holder of said note may grant any releases,
compromises or indulgences with respect to said note or any extensions or
renewals thereof or any security therefor or to any party liable thereunder or
hereunder (including but not limited to failure or refusal to exercise one or
more of the rights or remedies provided by said note), and (iv) that any of the
provisions of said note may be modified; all without notice to or consent of and
without affecting the liability of the undersigned as endorsers and sureties,
and further consent and agree that any of the undersigned may be sued by the
holder hereof with or without joining any of the other endorsers or makers of
said note and without first or contemporaneously suing any such other persons,
or otherwise seeking or proceeding to collect from them or any of them, and
without first or contemporaneously undertaking to enforce any rights with
respect to any security.
--------------------------------------------------------------------------------
The undersigned acknowledges received and read the NOTICE TO CO-XXXXXX appearing
on the reverse side hereof.
--------------------------------------------------------------------------------
_________________________________(Date) _______________________________(Seal)
_________________________________(Date) _______________________________(Seal)
_________________________________(Date) _______________________________(Seal)
Florida Documentary Stamp Tax Required by law in the amount of
$________________________________________________
Has Been Paid or Will be Paid Directly to The Department of Revenue. Certificate
of Registration #______________________
--------------------------------------------------------------------------------
-53-
SUPPLEMENT TO COMMERCIAL NOTE
That certain Commercial Note(s) dated September 5, 1996, in the amount of
$500,000.00 herewith is supplemented by adding the following:
The actual principal balance due the bank at any given date will be
determined not by the face amount of the note or notes referred to herein, but
by the amount actually advanced by the Bank to Borrower, plus interest thereon,
less any sums collected by Bank in payment of interest and in reduction of
principal of the loan or loans presented by such note or notes.
The Borrower will promptly pay the full amount of all taxes of every nature
and kind, including, but without limitation, documentary stamp taxes and
intangible personal property taxes, that may be levied, assessed or payable
upon, because of, or in respect of this agreement, the promissory note or notes
executed or to be executed in connection herewith, and shall indemnify the Bank
and save and keep Bank free and harmless from the payment of the same and all
costs and penalties connected therewith; provided, however, that the terms of
this paragraph shall not be construed as imposing upon the Borrower any
obligation to pay any income tax payable by Bank on account of any taxable
income received by it on account of this agreement.
DATED THIS 5TH DAY OF SEPTEMBER, 1996.
Signed, sealed and delivered in the presence of:
WITNESS: Computer Science Innovations, Inc.
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxx Xxxxxxxx
---------------------------- ------------------------------
Xxxxxx X. Xxxxxxxx, President
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
WITNESSES: SunTrust Bank, Central Florida,
National Association, fka Sun
Bank National Association
By:_____________________________ By: /s/ Xxxx Xxxxx
------------------------------
Xxxx Xxxxx
Business Banking Officer
-54-
SUNTRUST SECURITY AGREEMENT
(EQUIPMENT AND CONSUMER GOODS)
___________________________
Contract No.
Computer Science Innovations, Inc. (and if
------------------------------------------------------------------------
(Name(s) of Borrower(s))
more than one, each of them jointly and severally, hereinafter called
"Borrower", of 000 Xxxxx Xxxx Xxxxxxxxx Brevard
-----------------------------------------------------------------
(No. and Street (City) (County)
Florida, for value received and intending to be legally bound, hereby grants to
-------
SunTrust Bank, Central Florida, National Association fka
--------------------------------------------------------
(Name of Secured Party)
Sun Bank, National Association, Cocoa, Florida, hereinafter called "Secured
----------------------------------------------
Party", a security interest in the following property
_________________________________________________________
-------------------------------------------------------------------------------------------------------------------------
New or Used Year Manufacturer or Make Model Number or Manufacturer's Serial
Model (Trade Name) Description of Collateral Series No.
-------------------------------------------------------------------------------------------------------------------------
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
_________________________________________________________________________________________________________________________
1st lien on all accounts receivable, inventory, and equipment: now owned
and hereafter acquired as further described in Exhibit "A" attached, and
various Government Contracts as further described in Exhibit "B" attached.
together with all increases, parts, fittings, accessories, equipment, and
special tools now or hereafter affixed to any or any part thereof or sued in
connection with any thereof, and all replacements of all or any part thereof
plus any returned or unearned premiums from any insurance financed by the
Secured Party in conjunction with this transaction (all of which is hereinafter
called "Collateral"), to secure the payment of a promissory note or notes
executed by Borrower in the amount of:
Five Hundred Thousand Dollars and No/100 - - - - - - - - - - - - - Dollars
------------------------------------------------------------------
($500,000.00), of even date herewith, and any and all extensions, modifications
------------
or renewals thereof, and also to secure the performance by Borrower of the
agreements hereinafter set forth, and all other liabilities or obligations
(primary, secondary, direct, contingent, sole, joint or several) due, or to
become due or which may be hereafter contracted or acquired of each Borrower to
Secured Party (the foregoing hereinafter being called the "Liabilities").
Borrower hereby warrants and agrees that
1. (A) Borrower is the owner of he Collateral clear of all liens and
security interests except the security interest granted hereby; (b) Borrower has
the right and power to make this Agreement; and (c) The Collateral is used or
acquired for use primarily for the purpose checked: [_] personal, family or
household purposes; [_] farm purposes; or [X] business purposes; and (d) if the
Collateral consists of "household goods" as defined in 12 C.F.R. 227.12(d) or if
otherwise checked here [_] then the Collateral
-55-
is being acquired with the proceeds of the loan provided for in or secured by
this Agreement, and the proceeds will be used for no other purpose, ad Borrower
hereby authorizes Secured Party to disburse the proceeds or any part thereof
directly to the seller of the Collateral or to the insurance agent or broker, or
both, as shown on Secured Party's records.
2. (a) The Collateral will be kept at
(No. and Street) (City) (County) (State)
or if left blank, at the address shown at the beginning of this Agreement;
Borrower will promptly notify Secured Party of any change in the location of the
Collateral within said state; and Borrower will not remove the Collateral from
said state without the written consent of Secured Party. (b) If the Collateral
is used or acquired for use primarily for personal, family or household
purposes, or for farm purposes, Borrower's residence in Florida is that shown at
the beginning of this Agreement and Borrower will immediately notify Secured
Party of any change in the location of said residence.
3. (a) If the Collateral is acquired or used primarily for business use
and is of a type normally used in more than one state, whether or not so used,
and Borrower has a place of business in more than one state, the chief place of
business of Borrower is__________________________________
(No. and Street)
_______________________________________________or, if left blank, is that
(City) (County) (State)
shown at the beginning of this Agreement; and Borrower will immediately notify
Secured Party in writing of any change in Borrower's chief place of business;
and (b) If certificates of title are issued or outstanding with respect to any
of the Collateral, Borrower will promptly cause the interest of Secured Party to
be properly noted thereon and deliver such certificates of title to Secured
Party.
4. Borrower will defend the Collateral against the claims and demands of
all persons, other than Secured Party, at any time claiming the same or any
interest therein.
5. No financing Statement covering any Collateral or any proceeds thereof
is on file in any public office; Borrower authorizes Secured Party to file, in
jurisdictions where this authorization will be given effect, a Financing
Statement signed only by the Secured Party describing the Collateral in the same
manner as it is described herein; Borrower will from time to time at the request
of Secured Party, execute one or more Financing Statements and such other
documents (and pay the cost of filing or recording the same in all public
offices deemed necessary or desirable by the Secured Party) and do such other
acts and things, all as the Secured Party may request to establish and maintain
an enforceable first priority security interest in the Collateral (free of all
other liens and claims whatsoever) to secure the payment of the Liabilities.
6. Borrower will not (a) permit any liens or security interest other than
Secured Party's security interest, to attach to any of the Collateral; (b)
permit any of the Collateral to be levied ________ under legal process; (c)
sell, transfer, lease, dismantle, alter, modify, or otherwise dispose of any of
the Collateral or any interest therein, or offer so to do, without the prior
written consent of Secured Party; (d) permit anything to be done that may impair
the value of any of the Collateral or the security intended to be afforded by
this Agreement; (e) permit the Collateral to be or become a fixture (and it is
expressly covenanted, warranted and agreed, that the Collateral, and every part
thereof, whether affixed to any realty or not, shall be and remain personal
property), or to become an accession to other goods or property, or (f) locate
Collateral on any property not owned or controlled by Borrower, without the
prior written consent of the Secured Party.
7. Borrower will (a) at all times keep the Collateral insured in amounts
not less than the full insurable value thereof, against loss, damage, theft, and
such other risks as Secured Party may require in such companies, under such
policies, in such form and for such periods, as shall be satisfactory to Secured
Party, and each such policy shall provide, by New York Standard or Union
Standard endorsement, that loss thereunder and proceeds payable thereunder shall
be payable to Secured Party as its interest may appear (and Secured Party may
determine) and each such policy shall provide for a minimum of 10 days written
cancellation notice to Secured Party; and each such policy shall, if Secured
Party so requests, be deposited with Secured Party and Secured Party may act as
attorney for Borrower in obtaining, adjusting, settling, and canceling such
insurance and endorsing any drafts; (b) at all times keep the Collateral free
from any adverse lien, security interest, or encumbrance and in good order and
repair and will not waste or destroy the Collateral or any part thereof, (c)
Borrower shall be obligated to pay for the placement of any Vendor Single
Interest Insurance ("VSI"), or any other similar type of insurance, should the
Borrower fail to adequately protect the Collateral. Should VSI or any other
insurance be placed by the Secured Party, then any Earned and/or Unearned
Insurance Premium Refund will be credited to Borrower by the Secured Party.
Should the Secured Party receive any compensation for Administrative or
Experience Rated Refunds due to the placement and termination of such insurance,
such compensation and/or refund shall be paid to Secured Party. Any interest
earned during the period of placement of such insurance may be retained by
Secured Party.
8. (a) Borrower will not use the Collateral or permit the same to be used
in violation of any statute, law or ordinance;
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and Secured Party may examine and inspect the Collateral at any time, wherever
located, (b) Borrower will pay promptly when due all taxes and assessments on
the Collateral or for its use of operation or upon this Agreement or upon any
note or notes or other writing evidencing the Liabilities, or any of them.
9. At its options, Secured Party may discharge taxes, liens or security
interest or other encumbrances at any time levied or placed on the Collateral,
may pay for insurance on the Collateral, and may pay for the maintenance and
preservation of the Collateral. Borrower agrees to reimburse Secured Party on
demand for any payment made, or any expense incurred, by Secured Party, pursuant
to the foregoing authorization, together with interest thereon at the highest
lawful rate and each such payment and interest thereon shall be secured by this
Security Agreement. Until default, Borrower may have possession of Collateral
and use it in any lawful manner not inconsistent with this Agreement and not
inconsistent with any policy of insurance thereon.
10. Borrower shall be in default under this Agreement upon the happening
of any of the following events or conditions: (a) failure or omission to pay
when due any Liability (or any installment thereof or interest thereon), or
default in the payment or performance of any obligation, covenant, agreement, or
Liability contained or referred to therein; (b) any warranty, representation, or
statement made or furnished to Secured Party by or on behalf of any Borrower
proves to have been false in any material respect when made or furnished; (c)
loss, theft, substantial damage, destruction, sale, or encumbrance to or of any
of the Collateral, or the making of any levy, seizure, or attachment thereof or
thereon; (d) any Obligor (which term as used herein, shall mean each Borrower
and each other Party primarily or secondarily or contingently liable on any of
the Liabilities) becomes insolvent or unable to pay debts as they mature or
makes an assignment for the benefit of creditors, or any proceeding (including
any proceeding in bankruptcy) is instituted by or against any Obligor alleging
that such Obligor is insolvent or unable to pay debts as they mature; (e) entry
of any judgment against any Obligor; (f) death of an Obligor who is a natural
person, or of any partner of any Obligor which is a partnership; (g)
dissolution, merger or consolidation, or transfer of a substantial part of the
property of any Obligor which is a corporation or partnership; (h) appointment
of a receiver for the Collateral or any part thereof or for any property in
which any Borrower has an interest; (i) the Collateral is used by anyone to
transport or store goods the possession, transportation or use of which is
illegal.
11. Upon the occurrence of any such default or at any time thereafter, or
whenever the Secured Party feels insecure for any reason whatsoever, Secured
Party may, at its option, declare all Liabilities secured hereby, or any of them
(notwithstanding any provisions thereof), immediately due and payable without
demand or notice of any kind and the same thereupon shall immediately become and
be due and payable without demand or notice (but with such adjustments, if any,
with respect to interest or other charges as may be provided for in the
promissory note or other writing evidencing such Liability), and Secured Party
shall have and may exercise from time to time any and all rights and remedies of
a Secured Party under the Uniform Commercial Code and any and all rights and
remedies available to it under any other applicable law; and upon request or
demand of Secured Party, Borrower shall, at its expense, assemble the Collateral
and make it available to the Secured Party at a convenient place acceptable to
Secured Party; and Borrower shall promptly pay all costs of Secured Party of
collection of any and all liabilities, and enforcement of any rights hereunder,
including reasonable attorneys' fees and legal expenses. Any excess or surplus
of proceeds of any disposition of any of the Collateral may be applied by
Secured Party toward payment of such of the Liabilities, without marshaling of
assets and in such order of application, as Secured Party may from time to time
elect.
12. No waiver by Secured Party of any default shall operate as a waiver of
any other default or of the same default on a future occasion. No delay or
omission on the part of Secured Party in exercising any right or remedy shall
operate as a waiver thereof, and no single or partial exercise by Secured Party
of any right or remedy shall preclude any other or further exercise thereof or
the exercise of any other right or remedy. Time is of the essence of this
Agreement. The provisions of this Agreement are cumulative and in addition to
the provisions of any note secured by this Agreement, and Secured Party shall
have all the benefits, rights and remedies of and under any note secured hereby.
If more than one party shall execute this Agreement, the term "Borrower" shall
mean all parties signing this Agreement and each of them, and all such parties
shall be jointly and severally obligated hereunder provided, however, if one of
the parties signing this Agreement has not executed the promissory note or notes
referred to herein, said party shall have no personal liability under, or in
conjunction with, said promissory note or notes. The singular pronoun, when used
herein, shall include the plural and the neuter shall include masculine and
feminine. If this Agreement is not dated when executed by the Borrower, the
Secured Party is authorized without notice to the Borrower, to date this
Agreement. All rights of Secured Party hereunder shall inure to the benefit of
its successors and assigns; and all Liabilities of Borrower shall bind the
heirs, executors, administrators, successors and assigns of each Borrower.
13. This Agreement has been delivered in the State of Florida and shall be
construed in accordance with laws of Florida. Wherever possible, each provision
of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
-57-
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.
14. BORROWER AND SECURED PARTY HEREBY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A
TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW
OR IN EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR SECURED PARTY ENTERING INTO THIS AGREEMENT. FURTHER,
BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF SECURED PARTY, NOR
THE SECURED PARTY'S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SECURED PARTY WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS
WAIVER OF RIGHT TO JURY TRIAL PROVISION. NO REPRESENTATIVE OR AGENT OF THE
SECURED PARTY, NOR SECURED PARTY'S COUNSEL HAS THE AUTHORITY TO WAIVE,
CONDITION, OR MODIFY THIS PROVISION.
In Witness Whereof, this Agreement has been duly executed as of the 5th day
of September, 1996.
Computer Science Innovations, Inc.
Signed, sealed and delivered
in the presence of By: /s/ Xxxxxx Xxxxxxxx (Seal)
---------------------------------
Xxxxxx X. Xxxxxxxx, President
/s/ Xxxx Xxxxx
-------------------------------
By: /s/ Xxxxxxx X. Xxxxxxxx (Seal)
---------------------------------
Borrower
(Seal)
By: _________________________________
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___________________________
Contract No.
SECURITY AGREEMENT
(INVENTORY AND ACCOUNTS)
THIS ASSIGNMENT AND AGREEMENT made September 5, 1996, by and between
SunTrust Bank, Central Florida, National Association fka Sun Bank, National
---------------------------------------------------------------------------
Association
-----------
(Name of Secured Party)
herein called "Bank", and
Computer Science Innovations, Inc.
-----------------------------------------------------------------
(Name(s) of Borrower(s))
of 000 Xxxxx Xxxx Xxxxxxxxx Brevard Florida
---------------------------------------------------------------------------
(Name and Street) (City) (County) (State)
herein called "Borrower".
In consideration of loans or advances made or to be made by Bank to
Borrower, and for other value received by Borrower, the parties hereto,
intending to be legally bound, agree as follows:
1. As used herein: (a) "Account" means an immediate right to payment for
goods sold and for goods leased and for services rendered, or any of them, and
includes a right to payment under a contract whether or not it has been earned
by performance. "Qualified Account" means an Account which has been due less
than ________________________ days; (b) "Inventory" means goods held for sale or
lease or being processed for sale or lease in Borrower's business, as now or
hereafter conducted, including all materials, goods and work in process,
finished goods, and other tangible property now owned or hereafter acquired and
held for sale or lease or furnished or to be furnished under contracts of
service or used or consumed in Borrower's business; (c) "Goods" means all
articles of tangible personal property, sold, supplied, or otherwise disposed
of, represented by an Account; (d) "Purchaser" includes the buyer of goods from
Borrower, the customer for which services have been rendered or materials
furnished by Borrower, or the party with whom Borrower has contracted; (e)
"Borrower" includes all corporations and all individuals executing this
agreement as parties hereto, and all members of a partnership when Borrower is a
partnership, each of whom shall be jointly and severally liable individually and
as partners hereunder; (f) "security interest" means an interest in property
which secures payment or performance of an obligation; (g) "liability" or
"liabilities" includes all liabilities (primary, secondary, direct, contingent,
sole, joint or several) due or to become due or that may be hereafter contracted
or acquired, of Borrower (including any Borrower and any other person) to Bank.
2. Bank will from time to time hereafter lend Borrower, on the security
of Accounts and Inventory, or any of them, acceptable to Bank, such amounts as
Bank may determine from time to time, at such rates of interest and payable and
on such terms as Bank may from time to time specify or require, and Bank may
require that such loans, or any of them, be evidenced by one or more promissory
notes of the Borrower in form satisfactory to Bank. For the convenience of the
Borrower, the Bank may make loans and advances to the Borrower under any
promissory note the principal face amount of which is in excess of the actual
unpaid principal balance at such time.
3. As security for the payment of all loans and advances now or in the
future made hereunder and for all Borrower's liabilities, including any
extensions, renewals, or changes in form of any thereof, Borrower hereby assigns
to Bank and grants to Bank a security interest in: (a) all Accounts and
Inventory owned by Borrower at the date of this agreement; (b) all Accounts and
Inventory at any time hereafter acquired by Borrower; and (c) all proceeds of
all such Accounts and inventory.
4. So long as any liability to Bank is outstanding, Borrower will not
without the prior written consent of Bank borrower form anyone except Bank on
the security of, or pledge or grant any security interest in, any Account or any
of Borrower's inventory to anyone except Bank, or permit any lien or encumbrance
to attach to any of the foregoing, or any levy to be made thereon, or any
financing statement (except Bank's financing statement) to be on file with
respect thereto.
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5. Borrower represents and warrants that the location where it keeps the
bulk of its inventory is at the address specified in the preamble to this
agreement, unless a different address has been specified in the following space:
________________________________________________________________________________
(No. and Street) (City) (County) (State)
and that the office where it keeps its records concerning all of its Accounts is
at the address specified in the preamble to this agreement, unless a different
address has been specified in the following space:
________________________________________________________________________________
(No. and Street) (City) (County) (State)
Borrower will immediately notify Bank in writing of any change in the location
of the place of business where the bulk of its inventory is located or any
change in the location of the place of business where the records concerning its
Accounts are kept.
6. Borrower will (a) maintain Accounts and Inventory in such quantities
that at all times ____________% of the face amount of its Qualified Accounts,
less allowable discount, plus ________________% of the cost or wholesale market
value, whichever is lower, of its Inventory, plus 100% of the balance in the
Cash Collateral Account hereinafter referred to, or such other percentages
thereof as may from time to time be fixed by Bank upon notice to Borrower, shall
be at least equal to Borrower's liabilities to Bank; and Borrower will pay to
Bank, in reduction of its liabilities, such sums as may be necessary from time
to time to maintain such ratio; (b) collect its Accounts and sell its Inventory
only in the ordinary course of business; (c) furnish Bank at the time of each
borrowing, and at such other intervals as Bank may prescribe, with a Borrower's
Certificate (in such form as Bank may from time to time specify or require)
showing the aggregate face amount of its Qualified Accounts and the aggregate
cost and wholesale market value of its Inventory; (d) keep accurate and compete
records of its Accounts and Inventory; (e) pay and discharge when due all taxes,
levies and other charges on its Inventory; (f) keep its Inventory insured in
amounts not less than the full insurable value thereof, for the benefit of Bank
(to whom loss shall be payable by New York Standard or Union Standard
endorsements), in such companies and against such risks as may be satisfactory
to or required by Bank; pay the cost of all such insurance; and deliver
certificates evidencing such insurance to Bank; and Borrower assigns to Bank all
right to receive proceeds of such insurance.
7. Unless Bank notifies Borrower in writing that it dispenses with any
one or more of the following requirements, Borrower will (a) give Bank
assignments in form acceptable to Bank, of specific Accounts or groups of
Accounts, and of moneys due and to become due under specific contracts; (b)
furnish to Bank a copy of the invoice applicable to each Account assigned to
Bank or arising out of a contract, bearing a statement that such Account has
been assigned to Bank and such additional statements as Bank may require; (c)
furnish Bank at the time of each borrowing, and at such other intervals as Bank
may prescribe or require, with a schedule (in such form as Bank may from time to
time specify or require) of Borrower's Inventory and Qualified Accounts which
describe the same, or such thereof as Bank may require, together with such other
information relating thereto as the Bank may specify or require; (d) make no
change in any assigned Accounts or in any Account arising out of a contract
assigned to Bank, information relating thereto as the Bank may specify or
require; (d) make no change in any assigned Accounts or in any Account arising
out of a contract assigned to Bank, and make no material change in the terms of
any such contract; (e) furnish to Bank all information received by Borrower
affecting the financial standing of any Purchaser whose Account has been
assigned to Bank; (f) receive as the sole property of Bank and hold as trustees
for Bank all moneys, checks, notes, drafts, and other property (herein called
"items of payment") representing the proceeds of any Account or Inventory in
which Bank has a security interest, which comes into the possession of Borrower;
and deposit all such items of payment immediately in the exact form received in
a special account of Borrower in Bank entitled "Cash Collateral Account" in
which account Bank shall have a security interest to secure all Borrower's
liabilities and with respect to which account Bank alone shall have power of
withdrawal; (g) pay Bank the amount loaned against any Account assigned to Bank
where the goods are returned by the Purchaser, or where the contract is
cancelled or terminated; (h) immediately notify Bank if any of its contracts
arise out of contracts with the United States or any department, agency, or
instrumentality thereof, and execute any instruments and take any steps required
by Bank in order that all moneys due and to become due under any such contract
shall be assigned to Bank and notice thereof given to the Government under the
Federal Assignment of Claims Act; (i) deliver to Bank with appropriate
endorsement or assignment, as Bank may require, any instrument or chattel paper
representing an Account. Any permission granted to Borrower by Bank to omit any
of the requirements of this paragraph 7 may be revoked by Bank at any time.
8. Borrower will promptly, if requested by Bank: (a) xxxx its records
evidencing its Accounts in a manner satisfactory to Bank so as to show the same
have been assigned to Bank; (b) pay Bank the unpaid portion of any assigned
Account if Bank shall at any time reject the Account as unsatisfactory, which
right Bank shall have and may exercise at any time and for any reason
whatsoever, and until such payment is made by Borrower, Bank may retain any such
Account as security and may charge any deposit account of Borrower with any such
amounts; (c) join with Bank in executing a financing statement, notice,
affidavit, or similar
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instrument in form satisfactory to Bank, and such other instruments as Bank may
from time to time request; and pay the cost of filing the same in any public
office deemed advisable by Bank; and (d) give Bank such financial statements,
reports, certificates, lists of Purchasers (showing names, addresses, and
amounts owing), and other date concerning its Accounts, contracts, collections,
inventory and other matters as Bank may from time to time specify; and permit
Bank or its nominee to examine all of Borrower's records relating thereto at any
time, and to make extracts therefrom, and to inspect and check Borrowers
Inventory.
9. Borrower warrants (a) in connection with each Account covered by this
agreement: (i) it constitutes a Qualified Account as defined herein is not
evidenced by a judgment, an instrument or chattel paper (except such judgment as
has been assigned to Bank, and except such instrument or chattel paper as has
been indorsed and delivered to Bank), and represents a bona fide transaction and
Borrower has possession of (and will promptly deliver to Bank upon Bank's
request) or has delivered to Bank shipping or delivery receipts evidencing
shipment or delivery of the goods and, if representing services, the services,
have been fully performed; (ii) the amount shown on Borrower's books and on any
invoice or statement delivered to Bank is owing to Borrower; (iii) the title of
Borrower to the Account and, except as against the Purchaser, to any goods is
absolute; (iv) the Account has not been transferred to any other person, and no
person, except Borrower, has any claim thereto, or, with the sole exception of
Purchaser, to the goods; (v) no partial payment has been made by anyone; and
(vi) no set-off or counterclaim to such Account exists and no agreement has been
made with any person under which any deduction or discount may be claimed,
except regular discounts allowed by Borrower for prompt payments; (vii) it
arises under an existing binding written contract between Borrower and
Purchaser; and (b) in connection with its inventory; that Borrower is and will
be the absolute owner thereof, free and clear of all encumbrances and security
interests other than the Bank's security interest.
10. Borrower shall pay Bank such interest as may be specified in any note
evidencing a loan or advance made hereunder and such service charges as may be
agreed upon and shall pay to Bank all costs and expenses, including attorneys'
fees, incurred by it in the preservation or collection of collateral. Changes in
interest rate and service charges may be made by Bank from time to time,
notwithstanding the interest rate specified in any note evidencing a loan or
advance hereunder, upon notice to Borrower and shall become effective on the
date therein specified.
11. Bank shall have the right at any time and from time to time, without
notice, to: (a) apply any part or all of the moneys in the Cash Collateral
Account representing collected items against any liability of borrower to Bank,
and Bank shall upon demand by Borrower make such application against such
liability or liabilities as Bank may itself select; (b) release to Borrower such
part of the moneys in the Cash Collateral Account as Bank may elect; (c) charge
to Borrower's deposit account any item of payment credited to the Cash
Collateral Account which is dishonored by the drawee or maker thereof; (d)
indorse all items of payment which may come into its hands payable to Borrower;
(e) notify Purchasers that Accounts have been assigned to Bank, forward invoices
to Purchasers, directing them to make payments to Bank, collect all Accounts in
its or Borrower's name, and take control of any cash or non-cash proceeds of
Accounts and of any inventory; (f) compromise, extend, or renew any Account or
deal with the same as it may deem advisable; (g) make exchanges, substitutions
or surrenders of collateral; (h) insure inventory to its satisfaction if
Borrower fails to do so and pay for the same, and pay, for the account of
Borrower, any taxes, levies, or other charges affecting Borrower's Inventory or
upon or on account of this Security Agreement or any liability or any writing
evidencing any liability, which Borrower fails to pay, and any such payment
shall constitute a liability of Borrower.
12. Until default, Borrower may use its Inventory in any lawful manner not
inconsistent with this agreement and with the terms of insurance thereon; may
sell its Inventory in the ordinary course of business; and may use and consume
any raw materials or supplies, the use and consumption of which is necessary in
order to carry on Borrower's business.
13. If at any time any warranty, representation, certificate or statement
of Borrower is not true, or if any liability or any part or installment thereof
or interest thereon is not paid when due, or if any event of default as defined
in any note or other evidence of liability held by Bank should occur, or if
Borrower should fail to observe or perform any agreement or term hereof, or if
Bank at any time feels insecure for any reason whatsoever, Bank may, at its
option, thereupon or thereafter declare all liabilities of Borrower to Bank, or
any of them selected by Bank (notwithstanding any provisions thereof),
immediately due and payable without demand or notice of any kind and the same
thereupon shall immediately become and be due and payable without demand or
notice (but with such adjustments, if any, with respect to interest or other
charges as may be provided for n the promissory note or other writing evidencing
such liability), and Bank may, in addition to any other rights and remedies
which it may have, immediately and without demand, exercise any and all rights
and remedies granted to a secured party upon default under the Florida Uniform
Commercial Code; and upon request or demand of Bank, Borrower shall at its
expense, assemble Borrower's Inventory and make it available to Bank at a
convenient place acceptable to Bank; and Borrower shall promptly pay to Bank any
and all costs and expenses, including legal expenses and reasonable attorney's
fees incurred or paid by Bank in protecting and enforcing liabilities and
-61-
rights of Bank hereunder, including Bank's right to take possession of
Borrower's inventory and the proceeds of Accounts and Inventory, and to hold,
prepare for sale, sell and dispose of such Inventory. Any notice of sale,
disposition or other intended action by Bank, sent to Borrower at the address
specified in the preamble to this agreement, or such other address of Borrower
as may from time to time be shown on Bank's records, at least five days prior to
such action, shall constitute reasonable notice to Borrower. Upon disposition by
Bank or any property in which Bank has a security interest hereunder, or upon
collection by Bank of the proceeds of Accounts, Borrower shall be and remain
liable for and deficiency; and Bank shall account to Borrower for any surplus,
but Bank shall have the right to apply all or any part of such surplus (or to
hold the same as a reserve against) all or any liabilities of Borrower to Bank,
whether or not they, or any of them, be then due, without marshaling of assets
and in such order of application as Bank may from time to time elect.
14. Borrower waives protest of all commercial paper at any time held by
Bank on which Borrower is in any way liable, notice of non-payment at maturity
of any and all Accounts, and except where required hereby or by law, notice of
action taken by Bank; and hereby ratifies and confirms whatever Bank may do.
15. No waiver by Bank of any default shall operate as a waiver of any
other default or of the same default on a future occasion. No delay or omission
on the part of Bank in exercising any right or remedy shall operate as a waiver
thereof, and no single or partial exercise by Bank of any right or remedy shall
preclude any other or further exercise thereof or the exercise of any other
right or remedy. Time is of the essence of this agreement. The provisions of
this agreement are cumulative and in addition to the provisions of any liability
and any note or other writing evidencing any liability secured by this
agreement, and Bank shall have all the benefits, rights and remedies of and
under any liability and any note or other writing evidencing any liability
secured hereby. If more than one party shall execute this agreement, the term
"Borrower" shall mean all parties signing this agreement and each of them, and
all such parties shall be jointly and severally obligated and liable hereunder.
The singular pronoun, when used herein, shall include the plural, and the neuter
shall include the masculine and feminine. All rights of Bank hereunder shall
inure to the benefit of its successors and assigns; and all obligations of
Borrower shall bind the heirs, executors, administrators, successors and assigns
of each Borrower.
16. Borrower releases Bank from all claims for loss or damage caused by
any failure to collect any account or enforce any contract or by any act or
omission on the part of the Bank, its officers, agents and employees, except
willful misconduct.
17. This agreement may be terminated by either party giving the other
written notice of intention to terminate on a date named in said notice, mailed
to the last known address of the party to whom such notice is addressed: but no
such termination shall in any way affect the rights and liabilities of the
parties hereunder relating to loans or advances made, Accounts, Inventory or
other property pledged prior to the date named in such notice.
18. This agreement has been delivered in the State of Florida and shall be
construed in accordance with the laws of Florida. Wherever possible, each
provision of this agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this agreement
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
agreement.
IN WITNESS WHEREOF, this agreement has been duly executed as of the date
hereinabove first written.
Computer Science Innovation, Inc.
Signed, sealed and delivered
in the presence of By: /s/ Xxxxxx Xxxxxxxx (SEAL)
---------------------------------
Xxxxxx X. Xxxxxxxx, President
_______________________________ By: /s/ Xxxxxxx X. Xxxxxxxx (SEAL)
---------------------------------
(SEAL)
_______________________________ _________________________________
(CORPORATE SEAL) BORROWER
SunTrust Bank, Central Florida, National
Association fka Sun Bank, National
Association
ATTEST: _____________________________________
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(NAME OF BANK)
_______________________________ By: /s/ Xxxx Xxxxx
------------------------------------
Xxxx Xxxxx, Business Banking Officer
As its Cashier As its President
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EXHIBIT "A"
This Exhibit describes the property to be included in Collateral or Security"
referred to in a Note, Security Agreement and in any Financing statement
delivered by Computer Science Innovations, Inc.
All accounts, contract rights, chattel paper and all other obligations
evidencing any obligation to borrower for payment for goods sold or leased or
services rendered and all guaranties and other property securing the payment of
or performance under any accounts, contract rights or any such chattel paper or
instruments and any insurance proceeds or other cash receivable, whether now
existing or hereafter arising.
All equipment of every description, now owned or hereafter existing or acquired;
all accessories, attachments, parts and equipment now or hereafter affixed
thereto or used in connection therewith, all renewals, substitutions or
replacements thereof, insurance proceeds due to loss or damage thereof, and cash
or non-cash proceeds and products of any of the foregoing. Borrower's right to
dispose of the collateral is restricted by agreement with the lender.
All inventory, including goods in process and raw materials and other tangible
personal property arising or acquired and held for sale or lease or furnished or
to be furnished under contracts of service including any products thereof, and
in contract rights with respect thereto and proceeds of both whether existing
now or arising hereafter, all additions, accessions thereto, and any proceeds
from insurance coverage due to loss or damage, all renewals, substitutions,
attachments, replacements thereof and any cash or non-cash proceeds and products
of the foregoing.
September 5, 1996
Computer Science Innovations, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxxx, President
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
BANK: SunTrust Bank, Central Florida,
National Association, fka Sun
Bank, National Association
By: /s/ Xxxx Xxxxx
---------------------------------
Xxxx Xxxxx, Business Banking Officer
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EXHIBIT "B"
ADDITIONAL COLLATERAL:
Assignment of Contract between Computer Science Innovations and Maryland
Procurement Office (Wordage II), contract number MDA904-92-G-0147/5004 not to
exceed $212,570.00
Assignment of Contract between Computer Science Innovations and Maryland
Procurement Office (Pearlware III), contract number MDA90492-G-0147/5005 in the
amount of $149,300.00
Assignment of Contract between Computer Science Innovations and Maryland
Procurement Office (Xxxxxx), contract number MDA904-94-C-7138 in the amount of
$400,093.00
Assignment of contract between Computer Science Innovations and Intergraph
Corporation, contract number FSNO133 in the amount of $113,738.90
Assignment of Contract between computer Science Innovations and U.S. Army
Information System command (Xxxx), contract number DAEA08-91-C-0003
The above described collateral is in addition to that listed in the attached
Promissory Note and Security Agreement dated September 5, 1996, the terms and
conditions of which are hereby incorporated by reference.
Computer Science Innovations, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx 9/5/96
--------------------------------
Xxxxxx X. Xxxxxxxx, President
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
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[SUNTRUST LOGO] Corporate Resolution and Certificate
of Incumbency(Borrowing)
I, the undersigned, hereby certify that I am the President and custodian of the
---------
records of Computer Science Innovations, Inc. (registered name of corporation),
----------------------------------
a corporation duly organized and existing under the laws of Florida (hereinafter
-------
"Corporation"); that the following is a true and correct copy of certain
resolutions duly adopted by the Board of Directors of said Corporation at a
meeting duly held on the 5th day of September, 1996, at which a quorum was
--- --------- --
present; and that the following resolutions are in conformity with the charter
and by-laws of said Corporation and have not since been rescinded or modified.
RESOLVED, that any 2 (number required) of the following corporate
----
officers:
Name Xxxxxx X. Xxxxxxxx Title President
----------------------- ---------------------------
Name Xxxxx X. Xxxxxxxx Title Executive Vice President
----------------------- ---------------------------
Name Xxxxxxx Xxxxxxxx Title Comptroller
----------------------- ---------------------------
Name Title
----------------------- ---------------------------
Name Title
----------------------- ---------------------------
Name Title
----------------------- ---------------------------
Name Title
----------------------- ---------------------------
Name Title
----------------------- ---------------------------
be and are hereby authorized on behalf of the Corporation from time to time to
borrow money, obtain credit and procure loans from Bank without limit as to
amount; to sell or discount any notes, bills or accounts, acceptances or any
other instruments to Bank; to assign, pledge, convey, transfer, mortgage or
otherwise create a lien upon any real and/or personal property of this
Corporation as security for the payment of any and all other indebtedness,
liabilities and obligations of the Corporation to said Bank, whether in the
usual course of business or otherwise; and, in furtherance of and in connection
with the foregoing, to make, execute and deliver in the name of and on behalf of
this Corporation, under its corporate seal or otherwise, such agreements,
documents or instruments deemed reasonable or necessary.
RESOLVED FURTHER, that all actions heretofore taken by the officer or officers
named herein in obtaining loans or credits on behalf of this Corporation and in
the exercise of the authority and powers herein granted are hereby ratified,
adopted and confirmed; and that Bank is hereby authorized and directed to pay
the proceeds of any such loans or credits as directed by said officers, whether
for payment or credit to the account of this Corporation with Bank or with
another financial institution, or to such officers, or any third person, or
otherwise; and
RESOLVED FURTHER, that the undersigned is authorized and directed to furnish
said Bank a
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certified copy of these resolutions, which resolutions shall continue in full
force and effect until written notice of the recision or modification of the
same has been received by Bank, and to furnish said Bank the names and specimen
signatures of the officer(s) named herein, and such persons from time to time
holding the above positions, herewith and/or on Bank's usual form of signature
card.
I hereby certify that the following are the names and specimen signatures of the
officer(s) listed in the foregoing resolutions and that each presently holds the
title indicated and has full authority for all acts unless noted herein.
Name Xxxxxx X. Xxxxxxxx Title President Signature/s/ Xxxxxx Xxxxxxxx
------------------- ---------------------- ------------------------
Name Xxxxx X. Xxxxxxxx Title Executive Vice President Signature/s/ Xxxxx X. Xxxxxxxx
------------------- ------------------------ ------------------------
Name Xxxxxxx Xxxxxxxx Title Comptroller Signature/s/ Xxxxxxx Xxxxxxxx
------------------- ------------------------ ------------------------
Name Title Signature
------------------- ------------------------ ------------------------
Name Title Signature
-------------------- ------------------------ ------------------------
Name Title Signature
-------------------- ------------------------ ------------------------
Name Title Signature
-------------------- ------------------------ ------------------------
Name Title Signature
--------------------- ------------------------ ------------------------
Special Instructions:
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
said Corporation this 5th day of September, 1996.
---- --
Corporate Seal By: /s/ Xxxxxx Xxxxxxxx
--------------------
Title President
-----------------
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[SUNTRUST BANK LETTERHEAD]
July 2, 1997
Xx. Xxxxxx Xxxxxxxx
President
Computer Science Innovations, Inc.
0000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000-0000
Subject: Notification of Extension of Loan Maturity (9/26/97)
Dear Xx. Xxxxxxxx:
SunTrust Bank, Central Florida, National Association hereby advises you that the
maturity date of June 30, 1997 for your loan #0000000000-00026 in the name of
Computer Science Innovations, Inc., (Borrower) is hereby extended 88 days. Other
than the maturity date as changed above, all other terms and conditions remain
unchanged. This Extension is contingent upon the Borrower making payments during
the Extension period in the amount and at the interval specified in the payment
schedule of the note.
Sincerely,
/s/
-----------------------------
First Vice President
SunTrust Bank Central Florida, National Association
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