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EXHIBIT 10.14
U.S. Small Business Administration
NOTE
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(City and State)
$820,000.00 (Date) , 19
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For value received, the undersigned promises to pay to the order of
XXXXXX FIRST CAPITAL CORP., a Delaware corporation (Payee) at its office in the
city of KANSAS CITY, State of MISSOURI or at holder's option, at such other
place as may be designated from time to time by the holder EIGHT HUNDRED TWENTY
THOUSAND AND 00/100 dollars, with interest on unpaid principal computed from the
date of each advance to the undersigned at the rate of PRIME+2.0 percent per
annum, payment to be made in installments as follows:
Note payable twenty (20) years and four (04) months from date of Note,
with interest at the initial rate of ten and one-half percent (10.50%)
per annum, interest only, payable monthly for four (04) months,
beginning one (1) month from the first day of the month following first
disbursement. and thereafter installments, including principal and
interest. each in the amount of eight thousand one hundred eighty-seven
and 00/100 ($8,187.00) payable monthly beginning five (O5) months from
date of Note; with the further provision that each said installment
shall be applied first to interest accrued to the date of receipt of
said installment. and the balance, if any, to principal.
Undersigned further agrees that the rate of interest herein shall
increase or decrease at the rate of two (2.00%) percentage points over
the Prime rate, as that rate changes, and is published in the Wall
Street Journal, to be effective, after initial disbursement, on the
first calendar day of each month and the change in the rate of interest
herein shall be determined and become effective as of those dates.
Xxxxxxxx agrees that Lender may, at its sole discretion, assess a late
charge not to exceed a maximum of 5% of the payment amount due if such
payment is not received with then days of the due date. Funds received
from the borrower will be applied first to interest to the date of
receipt then to principal and then to the late fee.
Whenever the interest rate is increased or decreased, Lender may, in
its sole discretion, reamortize the Note so that the equal periodic
payments are adequate to pay accrued interest and principal over the
remaining term of the loan.
If the undersigned shall be in default in payment due on the
indebtedness herein and the Small Business Administration (SBA)
purchases its guaranteed portion of said indebtedness, the rate of
interest on both the guaranteed and unguaranteed portions herein shall
become fixed at the rate in effect as of the date of default. If the
undersigned shall not be in default in payment when SBA purchases its
guaranteed portion the rate of interest on both the guaranteed and
unguaranteed portion herein shall be fixed at the rate in effect as of
the date of purchase by SBA.
Borrower shall provide lender with written notice of intent to repay
part or all of the loan at least three (3) weeks prior to the
anticipated prepayment date. A prepayment is any payment made ahead of
schedule that exceeds twenty (20) percent of the then outstanding
principal balance. If borrower makes a prepayment and fails to give at
least three weeks advance notice of intent to repay then,
notwithstanding any other provision to the contrary in this Note or
other document, borrower shall be required to pay lender three weeks
interest on the unpaid principal as of the date of such prepayment.
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If this Note contains a fluctuating interest rate, the notice provision
is not a pre-condition for fluctuation (which shall take place regardless of
notice). Payment of any installment of principal or interest owing on this Note
may be made prior to the maturity date thereof without penalty. Borrower shall
provide lender with written notice of intent to prepay part or all of this loan
at least three (3) weeks prior to the anticipated prepayment date. A prepayment
is any payment made ahead of schedule that exceeds twenty (20) percent of the
then outstanding principal balance. If borrower makes a prepayment and fails to
give at least three weeks advance notice of intent to prepay, then,
notwithstanding any other provision to the contrary in this note or other
document, borrower shall be required to pay lender three weeks interest on the
unpaid principal as of the date preceding such prepayment.
`The term "Indebtedness" as used herein, shall mean the indebtedness
evidenced by this Note, including principal interest, and expenses, whether
contingent, now due or hereafter to become due and whether heretofore or
contemporaneously herewith or hereafter contracted. The term "Collateral" as
used in this Note shall mean any funds, guaranties, or other property or rights
therein of any nature whatsoever or the proceeds thereof which may have been,
are, or hereafter may be, hypothecated, directly or indirectly by the
undersigned or others, in connection with, or as security for, the Indebtedness
or any part thereof. The Collateral, and each part thereof, shall secure the
Indebtedness and each part thereof. The covenants and conditions set forth or
referred to in any and all instruments of hypothecation constituting the
Collateral are hereby incorporated in this Note as covenants and conditions of
the undersigned with the same force and effect as though such covenants and
conditions were fully set forth herein.
The Indebtedness shall immediately become due and payable, without
notice or demand, upon the appointment of a receiver or liquidator, whether
voluntary or involuntary, for the undersigned or for any of its property, or
upon the filing of a petition by or against the undersigned under the provisions
of any State insolvency law or under the provisions of the Bankruptcy Reform Act
of 1978, as amended, or upon the making by the undersigned of an assignment for
the benefit of its creditors. Holder is authorized to declare all or any part of
the Indebtedness immediately due and payable upon the happening of any of the
following events: (1) Failure to pay any part of the Indebtedness when due; (2)
nonperformance by the undersigned of any agreement with, or any condition
imposed by. Holder or Small Business Administration (hereinafter called "SBA"),
with respect to the Indebtedness; (3) Holder's discovery of the undersigned's
failure in any application of the undersigned to Holder or SBA to disclose any
fact deemed by Holder to be material or of the making therein or in any of the
said agreements, or in any affidavit or other documents submitted in connection
with said application or the indebtedness, of any misrepresentation by, on
behalf of, or for the benefit of the undersigned: (a) the reorganization (other
than a reorganization pursuant to any of the provisions of the Bankruptcy Reform
Act of 1978, as amended) of merger or consolidation of the undersigned (or the
making of any agreement therefor) without the prior written consent of Holder,
(5) the undersigned's failure duly to account, to Holder's satisfaction, at such
time or times as Holder may require, for any of the Collateral, or proceeds
thereof, coming into the control of the undersigned; or (6) the institution of
any suit affecting the undersigned deemed by Holder to affect adversely its
interest hereunder in the Collateral or otherwise. Holder's failure to exercise
its rights under this paragraph shall not constitute a waiver thereof.
Upon the nonpayment of the Indebtedness, or any part thereof, when due,
whether by acceleration or otherwise. Holder is empowered to sell, assign, and
deliver the whole or any part of the Collateral at public or private sale,
without demand. advertisement or notice of the time or place of sale or of any
adjournment thereof, which are hereby expressly waived. After deducting all
expenses incidental to or arising from such sale or sales, Holder may apply the
residue of the proceeds thereof to the payment of the Indebtedness, as it shall
deem proper, returning the excess, if any, to the undersigned. The undersigned
hereby waves all right of redemption or appraisement whether before or after
sale.
Holder is further empowered to collect or cause to be collected or
otherwise to be converted into money all or any part of the Collateral, by suit
or otherwise, and to surrender, compromise, release, renew, extend, exchange, or
substitute any item of the Collateral in transactions with the undersigned or
any third party, irrespective of any assignment thereof by the undersigned. and
without prior notice to or consent of the undersigned or any assignee. Whenever
any item of the Collateral shall not be paid when due, or otherwise shall be in
default, whether or not the indebtedness, or any part thereof, has become due,
Holder shall have the same rights and powers with respect to such item of the
Collateral as are granted in this paragraph in case of nonpayment of the
Indebtedness, or any part thereof, when due. None of the rights, remedies,
privileges, or powers of Holder expressly provided for herein shall
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be exclusive, but each of them shall be cumulative with and in addition to every
other right, remedy, privilege, and power now or hereafter existing in favor of
Xxxxxx, whether at law or equity, by statute or otherwise.
The undersigned agrees to take all necessary steps to administer,
supervise, preserve, and protect the Collateral; and regardless of any action
taken by Xxxxxx, there shall be no duty upon Holder in this respect. The
undersigned shall pay all expenses of any nature, whether incurred in or out of
court, and whether incurred before or after this Note shall become due at its
maturity date or otherwise, including but not limited to reasonable attorney's
fees and costs, which Holder may deem necessary or proper in connection with the
satisfaction of the Indebtedness or the administration, supervision,
preservation, protection of (including, but not limited to, the maintenance of
adequate insurance) or the realization upon the Collateral. Holder is authorized
to pay at any time and from time to time any or all of such expenses, add the
amount of such payment to the amount of the Indebtedness, and charge interest
thereon at the rate specified herein with respect to the principal amount of
this Note.
The security rights of Holder and its assigns hereunder shall not be
impaired by Xxxxxx's sale, hypothecation or rehypothecation of any note of the
undersigned or any item of the Collateral, or by any indulgence, including but
not limited to (a) any renewal, extension, or modification which Holder may
grant with respect to the Indebtedness or any part thereof, or (b) any
surrender, compromise, release, renewal, extension, exchange, or substitution
which Holder may grant in respect of the Collateral, or (c) any indulgence
granted in respect of any endorser, guarantor, or surety. The purchaser,
assignee, transferee, or pledgee of this Note, the Collateral, and guaranty, and
any other document (or any of them), sold, assigned, transferred, pledged, or
repledged, shall forthwith become vested with and entitled to exercise all the
powers and rights given by this Note and all applications of the undersigned to
Holder or SBA. as if said purchaser, assignee, transferee, or pledgee were
originally named as Payee in this Note and in said application or applications
This promissory note is given to secure a loan which SBA is making or
in which it is participating and, pursuant to Part 101 of the Rules and
Regulations of SBA (13 C.F.R. 101 1(d)), this instrument is to be construed and
(when SBA is the Holder or a parry in interest) enforced in accordance with
applicable Federal law.
Seventeen Line, Inc., a Kansas corporation
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxxx, President
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OMB APPROVAL NO. 3245-0201
EXPIRATION DATE: 04-30-97
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SBA LOAN NO.
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PLP-178-585-4007-KS
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HFCC LOAN NO. 6767
U.S. SMALL BUSINESS ADMINISTRATION (SBA)
GUARANTY
, 19
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In order to induce Xxxxxx First Capital Corp. hereinafter called
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(SBA or other Lending institution)
"Lender") to make a loan or loans, or renewal or extension thereof; to
Seventeen Line, Inc., a Kansas corporation (hereinafter called "Debtor"), the
Undersigned hereby unconditionally guarantees to Lender, its successors and
assigns, the due and punctual payment when due, whether by acceleration or
otherwise, in accordance with the terms thereof, of the principal of and
interest on and all other sums payable, or stated to be payable, with respect to
the note of the Debtor, made by
The Debtor to Lender, dated _________________ in the principal amount of
$820,000.00, with interest at the rate of Prime + 2.00 per cent per annum. Such
note, and the interest thereon and all other sums payable with respect therein
are hereinafter collectively called "Liabilities." As security for the
performance of this guaranty the Undersigned hereby mortgages, pledges, assigns,
transfers and delivers to Lender certain collateral (if any), listed in the
schedule on the reverse side hereof. The term "collateral" as used herein shall
mean any funds, guaranties, agreements or other property or rights or interest
of any nature whatsoever, or the proceeds thereof, which may have been, are, or
hereafter may be, mortgaged, pledged, assigned, transferred or delivered
directly or indirectly by or on behalf of the Debtor or the Undersigned or any
other party to Lender or to the holder of the aforesaid note of the Debtor, or
which may have been, are, or hereafter may be held by any party as trustee or
otherwise, as security, whether immediate or underlying, for the performance of
this guaranty or the payment of the Liabilities or any of them or any security
therefor.
The Undersigned waives any notice of the incurring by the Debtor at any
time of any of the Liabilities, and waives any and all presentment, demand,
protest or notice of dishonor, nonpayment, or other default with respect to any
of the Liabilities and any obligation of any party at any time comprised in the
collateral. The Undersigned hereby grants to Lender full power, in the
uncontrolled discretion and without notice to the undersigned, but subject to
the provisions of any agreement between the Debtor or any other party and Lender
at the time in force, to deal in any manner with the Liabilities and the
collateral, including, but without limiting the generality of the foregoing, the
following powers:
(a) To modify or otherwise change any terms of all or any part of the
Liabilities or the rate of interest thereon (but not to increase the
principal amount of the note of the Debtor to Lender), to grant any
extension or renewal thereof and any other indulgence with respect
thereto, and to effect any release, compromise or settlement with
respect thereto;
(b) To enter into any agreement of forbearance with respect to all or any
part of the Liabilities, or with respect to all or any part of the
collateral, and to change the terms of any such agreement;
(c) To forbear from calling for additional collateral to secure any of the
Liabilities or to secure any obligation comprised in the collateral;
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(d) To consent to the substitution, exchange, or release of all or any
part of the collateral, whether or not the collateral, if any,
received by Lender upon any such substitution, exchange, or release
shall be of the same or of a different character or value than the
collateral surrendered by Xxxxxx;\
(e) In the event of the nonpayment when due, whether by acceleration or
otherwise, of any of the Liabilities, or in the event of default in
the performance of any obligation comprised in the collateral, to
realize on the collateral or any part thereof, as a whole or in such
parcels or subdivided interest as Lender may elect, at any public or
private sale or sales, for cash or on credit or for future delivery,
without demand, advertisement, or notice of the time or place of sale
or any adjournment thereof (The Undersigned hereby waiving any such
demand, advertisement and notice to the extent permitted by law), or
by foreclosure or otherwise, or to forbear from realizing thereon, all
as Lender in its uncontrolled discretion may deem proper, and to
purchase all or any part of the collateral for its own account at any
such sale or foreclosure, such powers to be exercised only to the
extent permitted by law.
The obligations of the Undersigned hereunder shall not be released,
discharged or in any way affected, nor shall the Undersigned have any rights or
recourse against Lender, by reason of any action Lender may take or omit to take
under the foregoing powers.
In case the Debtor shall fail to pay all or any part of the Liabilities
when due, whether by acceleration or otherwise, according to the terms of said
note, the Undersigned, immediately upon the written demand of Xxxxxx, will pay
to Lender the amount due and unpaid by the Debtor as aforesaid, in like manner
as if such amount constitutes the direct and primary obligation of the
Undersigned. Lender shall not be required, prior to any such demand on, or
payment by, the Undersigned, to make any demand upon or pursue or exhaust any of
its rights or remedies against the Debtor or others with respect to the payment
of any of the Liabilities, or to pursue or exhaust any of its rights or remedies
with respect to any part of the collateral. The Undersigned shall have no right
of subrogation whatsoever with respect to the Liabilities or the collateral
unless and until Lender shall have received full payment of all the Liabilities.
The obligations of the Undersigned hereunder, and the rights of Lender in
the collateral, shall not be released, discharged or in any way affected, nor
shall the Undersigned have any rights against Lender; by reason of the fact that
any of the collateral may not be conveyed to, or created in favor of, Lender;
nor by reason of the fact that any of the collateral may be subject to the
equities or defenses or claims in favor of others or may be invalid or defective
in any way; nor by reason of the fact that the value of any of the collateral,
or the financial condition of the Debtor or any obligor under or guarantor of
any of the collateral, may not have been correctly estimated or may have changed
or may hereafter change; nor by reason of any deterioration, waste, or loss by
fire, theft, or otherwise of any of the collateral, unless such deterioration,
waste, or loss be caused by the willful act or willful failure to act of Lender.
The Undersigned agrees to furnish Lender, or the holder of the aforesaid
note of the Debtor, upon demand, but not more often than semiannually, so long
as any part of the indebtedness under such note remains unpaid, a financial
statement setting forth, in reasonable detail, the assets, liabilities, and net
worth of the Undersigned.
The Undersigned acknowledges and understands that if the Small Business
Administration (SBA) enters into, has entered into, or will enter into, a
Guaranty Agreement, with Lender or any other lending institution, guaranteeing
apportion of Debtor's Liabilities, the Undersigned agrees that it is not a
coguarantor which SBA and shall have no right of contribution against SBA. The
Undersigned further agrees that all liability hereunder shall continue
notwithstanding payment by SBA under its Guaranty Agreement to the other lending
institution.
The term "Undersigned' as used in this Agreement shall mean the signer or
signers of this agreement, and such signers, if more than one, shall be jointly
and severally liable hereunder. The Undersigned further agrees that all
liability hereunder shall continue notwithstanding the incapacity, lack of
authority, death, or disability of any one or more of the Undersigned, and that
any failure by Lender or its assigns to file or enforce a claim against the
estate of any of the Undersigned shall not operate to release any other of the
Undersigned from liability hereunder. The failure of any other person to sign
this guaranty shall not release or affect the liability of any signer hereof.
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/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
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NOTE: Corporate guarantors must execute guaranty in corporate name, by duly
authorized officer, and seal must be affixed and duly attested; partnership
guarantors must execute guaranty in firm name, together with signature of a
general partner. Xxxxxxxx executed guaranty is to be delivered at the time of
disbursement of loan.
(LIST COLLATERAL SECURING THE GUARANTY)
