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EXHIBIT 10.31(a)
COMMERCIAL PROMISSORY NOTE AND SECURITY AGREEMENT
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NAME(S)/ADDRESS(ES) OF BORROWER(S) ("Borrower, I, My or Me") NAME/ADDRESS OF LENDER (CREDITOR) ("Lender, You or Your")
XXXXX XXXXXXX WIRELESS CORPORATION COLONIAL BANK
0000 XXXX XXXXXX X E CORPORATE LENDING
SUITE A P O BOX 1887
LARGO, FL 33771 XXXXXXXXXX XX 00000
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NOTE NUMBER TRANSACTION DATE MATURITY DATE OFFICE ACCOUNT # RENEWAL
00000001 FEB. 23, 2000 MAY 2, 2000 051 8028476243 00000001
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For value received, on or before the Maturity Date, the undersigned Borrower
promises to pay the principal amount, together with interest, and any other
charges, including service charges, to the order of the Lender at its office at
the address noted above or holder, all in lawful money of the United States of
America. The undersigned further agrees to the terms below and on page two of
this Note and Security Agreement. Words, numbers or phrases preceded by a [ ] are
applicable only if the [ ] is marked.
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PRINCIPAL AMOUNT One Million Five Hundred Thousand And 00/100 $ 1,500,000.00
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PAYMENT SCHEDULE: [ ] in installments of $ [ ] plus interest [ ] including interest
[X] interest only starting March 2, 2000 and payable [X] monthly. [ ] quarterly.
[ ]
[X] interest, principal and other charges due on Maturity Date.
[ ] other payment schedule:
This loan is subject to [ ] a fixed interest rate of % per annum. [X] a variable simple interest rate, which is
[ ] % greater than: [X] equal to: [ ] % less than: the following index:
Colonial Bank Base Rate
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Initial Variable Simple Present Variable Minimum Interest Rate Maximum Interest Rate Interest Rate Changes Will Occur:
Interest Rate Index Rate
8.750% 8.750% 2.000% 14.750% When Index Changes
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Interest may be calculated on the unpaid balance for the actual days outstanding
on a 365/360 day basis or any other per day basis resulting in a lesser
interest factor.
DEFAULT RATE: If in default the interest rate shall be: [ ] % per annum. [X] % in excess of the index.
LATE CHARGE: If Borrower is more than 9 days late in making any payment, in addition to such payment, Borrower will pay a
late charge of:
[X] the lesser of [ ] the greater of [ ] an amount equal to [X] $ 100.00 or [X] 5.000% of the payment in default.
PAYABLE ON DEMAND: [ ] Payment is due upon demand. [X] Payment is due upon demand, but in any event, not later than Maturity Date.
LINE OF CREDIT: [X] If this Note is not in default, Lender may make advances and readvances (lend and relend) on a continuing
basis up to the Principal Amount.
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This Note is secured by the Security Agreement below and on page two, and is subject to all of the terms thereof, which are
incorporated by reference. Lender may, upon deeming itself insecure, or upon Borrower's default in payment or in the terms of this
or any other agreement Borrower may have with Lender declare the entire unpaid balance due and payable. The Borrower severally
waives demand, notice, and protest and any defense due to extensions of time or other indulgence by Lender or to any substitution of
collateral. If the interest rate on this Note is tied to an index stated above, that index is used solely to establish a base from
which the actual rate of interest payable under this Note will be figured, and is not a reference to any actual rate of interest
charged by any lender to any particular borrower. If the interest rate varies in accordance with a selected index, if that index
ceases to exist, Lender may substitute a similar index which will become the index. If there is a Default Rate shown above, it may
be applied to all periods of time in which a default exists. If this Note is payable in installments, each installment payment will
be due on the same day of the installment period as the day upon which payments commence unless otherwise specified. Failure to pay
this Note according to the specified terms shall constitute a default. If permitted by law and at Lender's option, interest up to
the highest rate permitted by law may be assessed on any interest which is past due as the result of any payment not being paid when
due. Lender shall have the right to hold or apply its own indebtedness or liability to Borrower in payment of, or to provide
collateral security for the payment of this Note either prior to or after the Maturity Date. If legal proceedings are instituted to
enforce the terms of this Note, Borrower agrees to pay all costs of the Lender in connection therewith, including reasonable
attorney fees.
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[X] ADDITIONAL NOTE PROVISIONS:
$100 DOCUMENTATION FEE - PAID IN CASH
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1. SECURITY INTEREST GRANT -- The Borrower, in consideration of its liabilities, as hereinafter defined, hereby agrees to all of the
terms of this Agreement and further hereby specifically grants the Lender a continuing security interest in the collateral shown in
the boxes checked below (and described in the paragraph below) including the proceeds thereof and proceeds of hazard insurance and
eminent domain or condemnation awards involving the collateral, and including the products of the collateral or accessions to such
collateral, to secure the payment of all loans, advances, and extensions of credit from the Lender to the Borrower, including all
renewals and extensions thereof and any and all obligations of every kind whatsoever, whether heretofore, now, or hereafter existing
or arising between the Lender and the Borrower and howsoever incurred or evidenced, whether primary, secondary, contingent, or
otherwise. The grant of security interest herein shall apply to all obligations, whether they arise hereunder, under any other
mortgage, security agreement, note, lease, instrument, contract, document or other similar writing heretofore, now or hereafter
executed by the Borrower to Lender, including oral agreements and obligations arising by operation of law. The foregoing obligations
shall be hereafter collectively called the "Liabilities" and shall also include all interest, costs, expenses, and attorney fees
accruing to or incurred by the Lender in collecting the Liabilities or in the protection, maintenance, or liquidation of the
Collateral.
2. DESCRIPTION OF COLLATERAL -- The "Collateral" covered by this Agreement is all of the Borrower's property described below, with
regard to which a xxxx has been placed in the applicable box, which the Borrower now owns or may hereafter acquire or create and
which may include, but shall not be limited to, any items listed on any schedule or list attached hereto:
[ ] ALL ASSETS -- "All Assets" of the Borrower shall include all of the tangible and intangible property of the Borrower of
whatsoever nature now owned or hereafter acquired by the Borrower, including, but no limited to, accounts, inventory, equipment,
and instruments as defined herein.
[X] ACCOUNTS -- "Accounts" shall consist of accounts, documents, chattel paper, instruments, contract rights, general intangibles,
and choses in action, including any right to any refund of taxes paid before or after this Agreement to any governmental entity
(hereinafter individually and collectively referred to as "Accounts").
[X] INVENTORY -- "Inventory" shall consist of all inventory and goods now or hereafter acquired or owned, including, but not limited
to, raw materials, work in process, finished goods, tangible property, stock in trade, wares and merchandise used in or sold in
the ordinary course of the Borrower's business, including goods whose sale, lease or other disposition by the Borrower has given
rise to any accounts and any goods which may have been returned to or repossessed or stopped in transit by the Borrower.
[ ] EQUIPMENT -- "Equipment" shall consist of all equipment and fixtures, including all machinery, furnishings, furniture, vehicles
(together with all accessions, parts, attachments, accessories, tools, and
dies, or appurtenances thereto or intended for use in connection therewith),
and all substitutions, betterments, and replacements thereof and additions
thereto.
[ ] INSTRUMENTS -- "Instruments" means any negotiable instrument as defined in Article 3, Section 104 of the Uniform Commercial
Code, any security which is defined in Article 8, Section 102, of the Uniform Commercial Code, or any other writing which
evidences a right of payment of money (and is not itself a security agreement or lease) and is of a type which is, in the
ordinary course of business, transferred by delivery with a necessary endorsement or assignment.
[ ] SPECIFIC -- "Specific" refers to the specific property, together with all related rights, shown below.
[ ] The term Liabilities is limited to the extension of credit Lender is providing Borrower, the proceeds of which are to
purchase the specific property shown below, including any extensions or renewals thereof; plus related interest, costs,
expenses and attorney fees as called for in provision 1, debt unrelated to purchase proceeds being excluded regardless of
words to the contrary in provision 1.
3. SPECIFIC PROVISIONS -- the properties and interest in properties described below and also checked in the appropriate boxes above
are sometimes hereinafter individually and collectively referred to as the "Collateral." If no box is checked, it is specifically
understood and acknowledged by the Borrower that it is the intent of the Borrower to grant the Lender a security interest in "All
Assets" as defined above.
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SPECIFIC COLLATERAL/SPECIAL SECURITY AGREEMENT PROVISIONS (If Collateral includes fixtures, describe the real estate):
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The Borrower acknowledges that this is the entire Agreement between the parties, except to the extent that writings signed by the
party to be charged are specifically incorporated herein by reference either in this Agreement or in such writings, and acknowledges
receipt of a true and complete copy of this Agreement. Further paragraphs of this Security Agreement are set forth on page two
hereof. The Borrower expressly agrees to all of the provisions hereof and signifies assent thereto by the signature below.
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IN WITNESS WHEREOF, the Borrower has executed this Note and Security Agreement on the date and year shown below.
By X /s/ Xxxxxx X. XxXxxxxx 2/23/00 By X
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XXXXX XXXXXXX WIRELESS CORPORATION Date
Its Its
By X By X
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Date
Its Its
