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EXHIBIT 10.4
ALLSTATE LIFE INSURANCE COMPANY
Loan No. 121977
MORTGAGE NOTE
$3,000,000.00
March 15, 2001
1. Payment of Principal and Interest. FOR VALUE RECEIVED, ROYAL
BODYCARE, INC., a Nevada corporation and XXXXXXX X. XXXXXX (collectively, the
"Maker"), hereby promise to pay to the order of ALLSTATE LIFE INSURANCE COMPANY,
an Illinois insurance corporation, and any subsequent holder of this Note
("Holder" or "Holders") in the manner hereinafter provided, the principal amount
of THREE MILLION AND NO/100 DOLLARS ($3,000,000.00) together with interest on
the outstanding principal balance from the date of the initial disbursement (for
purposes of this Note, "disbursement" means the date funds are wire transferred
from Holder's account) of all or a part of the principal of this Note
("Disbursement Date") until maturity at the rate of seven and three-quarters
percent (7.75%) per annum ("Contract Rate") as follows:
(a) on the Disbursement Date, interest only, in advance, accruing
from the Disbursement Date to the last day of March, 2001,
both inclusive; and
(b) in arrears, on the first day of May, and on the first day of
each month thereafter until this Note matures, principal and
interest in consecutive equal installments of TWENTY-FIVE
THOUSAND SEVEN HUNDRED NINETY-SEVEN AND 12/100 DOLLARS
($25,797.12) (the initial payment and each subsequent payment
shall each hereinafter be referred to as "Monthly Payment"),
which amount is calculated using an amortization period of two
hundred sixteen (216) months; and
(c) on April 1, 2019, the entire unpaid principal amount and any
interest accrued but remaining unpaid and all other sums due
under this Note.
Except for the interest payable under paragraph (a) above, interest shall be
payable in arrears and calculated on the basis of a 360 day year containing
twelve 30 day months. All such payments on account of the indebtedness evidenced
by this Note shall be first applied to interest accrued on the unpaid principal
amount and the remainder toward reduction of the unpaid principal amount.
2. Payment Information. All payments required to be made hereunder
shall be made during regular business hours to Holder at its office c/o
Commercial Mortgage Division, Allstate Plaza South, Suite G5C, 0000 Xxxxxxx
Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Servicing Manager, with sufficient
information to identify the source and application of such
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payment to Holder's Loan No. 121977, or at such other place as Holder may from
time to time designate in writing. All payments shall be made in currency of
United States of America without presentment or surrender of this Note. Payments
to Holder shall be made by transferring immediately available federal funds by
bank wire or interbank transfer for the account of Holder provided, however,
that any payment of principal or interest received after 1:00 p.m. Chicago time
shall be deemed to have been received by Xxxxxx on the next business day and
shall bear interest accordingly. If and so long as Holder directs Maker to make
payments to a servicing agent, then payments may be made by check. Payments made
by check will not be deemed made until good funds for such check are received by
Holder or the servicing agent.
3. Security For Note. The payment of this Note and all other sums due
Holder is secured by (a) Deed of Trust, Assignment of Leases, Rents and
Contracts, Security Agreement and Fixture Filing ("Mortgage"), of even date
herewith, granted by Royal Bodycare, Inc. to Holder, as beneficiary, covering
certain real property, the improvements thereon and certain personal property
situated in Dallas County, Texas and described in the Mortgage ("Property"), and
(b) those certain instruments of indebtedness and security described as "Related
Agreements" in the Mortgage. Except as otherwise defined herein, all of the
defined terms contained in the Mortgage and the Related Agreements are hereby
incorporated herein by express reference.
4. Late Charges. Should any Monthly Payment required under this Note
not be paid in full on or before the fifth day of the month in which such
payment is due, Maker acknowledges that the Holder will incur extra expenses for
the handling of the delinquent Monthly Payment and servicing the indebtedness
evidenced hereby, and that the exact amount of these extra expenses is extremely
difficult and impractical to ascertain, but that a charge of five percent (5%)
of the amount of the delinquent payment ("Late Charge") would be a fair
approximation of the expense so incurred by Xxxxxx. If applicable law requires a
lesser charge, however, then the maximum charge permitted by such law may be
charged by Xxxxxx for said purpose. Therefore, Maker shall, in such event,
without further notice, and without prejudice to the right of Holder to collect
any other amounts provided to be paid hereunder or under the Mortgage, the
Related Agreements or any other instrument executed for purposes of further
securing payment of the obligations evidenced by this Note, or to declare an
Event of Default as defined below, pay to Holder immediately upon demand
therefor the Late Charge to compensate Holder for expenses incurred in handling
delinquent Monthly Payments.
5. Interest Payable Upon Default. If there occurs an Event of Default,
under this Note or the Mortgage or under any Related Agreement, then the unpaid
principal amount of this Note, and all accrued and unpaid interest thereon shall
bear interest at the Contract Rate plus five percent (5%) per annum compounded
monthly ("Default Rate") from the date of expiration of any applicable cure or
grace period until such time, if any, as the Event of Default is cured and the
Mortgage and this Note are reinstated as permitted by applicable law, or
otherwise until such time as the unpaid principal amount of this Note and all
other indebtedness evidenced by this Note are fully repaid, whichever is
earlier.
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6. Events of Default. An "Event of Default" shall exist under this Note
(a) in the event Maker shall fail to make any payment due under this Note, other
than the final payment and Prepayment Premium, on or before the fifth day of the
month in which such payment is due; (b) in the event Maker shall fail to make
the final payment or the Prepayment Premium when such payment is due or (c) if
there shall exist an Event of Default as that term is defined in the Mortgage or
in any of the Related Agreements.
7. Additional Payments. The additional payments called for under
paragraphs 4 and 5 shall be in addition to, and shall in no way limit, any other
rights and remedies provided for in this Note, the Mortgage or in any Related
Agreements, as well as all other remedies provided by law.
8. Payment of Taxes and Expenses.
(a) Maker further promises to pay to Holder, immediately upon
written notice from Holder: (i) all recordation, transfer, stamp, documentary or
other fees or taxes levied on Holder (exclusive of Holder's income taxes) by
reason of the making or recording of this Note, the Mortgage or any of the
Related Agreements, and (ii) all intangible property taxes levied upon any
Holder of this Note or mortgagee under the Mortgage or secured party under the
Related Agreements by reason of the making or recording of this Note, the
Mortgage, or any of the Related Agreements.
(b) Maker further promises to pay to Holder, immediately upon
written notice from Holder, all actual costs, expenses, disbursements, escrow
fees, title charges and reasonable legal fees and expenses actually incurred by
Xxxxxx and its counsel following the occurrence of an Event of Default, in (i)
the collection, attempted collection, or negotiation and documentation of any
settlement or workout of the principal amount of this Note, the interest thereon
or any installment of other payment due hereunder, and (ii) any suit or
proceeding whatsoever in regard to this Note or to protect, sustain or enforce
the lien of any instrument securing this Note, including, without limitation, in
any bankruptcy proceeding or judicial or nonjudicial foreclosure proceeding. It
is the intent of the parties that Maker pay all expenses and reasonable
attorneys' fees actually incurred by Xxxxxx as a result of Xxxxxx's entering
into the loan transaction evidenced by this Note.
9. Prepayment. Maker is prohibited from prepaying this Note until April
1, 2006, (the "No-Prepayment Period"). Subsequent to the No-Prepayment Period,
at any time with thirty (30) days prior written notice to Holder, specifying the
date of prepayment, Maker will have the privilege of prepaying the outstanding
principal amount together with any accrued but unpaid interest, any other sums
secured by the Mortgage and the Related Agreements and, a prepayment premium
equal to the greater of (a) one percent (1%) of the principal amount prepaid or
(b) an amount calculated as follows (collectively "Prepayment Premium"): The
term "Prevailing Interest Rate" as used herein shall mean (a) the yield to
maturity on a United States Treasury Bond or Treasury Note selected by Holder
having a maturity date as near as possible to the original maturity date of this
Note and an "ask" price, as close as possible to par (as published two weeks
prior to the specified date of prepayment in The Wall Street Journal or
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similar publication or available from the Federal Reserve Bank of New York) less
(b) the Basis Point Adjustment as computed in accordance with Exhibit A attached
hereto. If the Prevailing Interest Rate is less than the Contract Rate, the
Prepayment Premium shall be the remainder of (x) minus (y) where "(x)" is the
present value of all unpaid installments of principal and interest due under
this Note from the date of prepayment to and including the original maturity
date of this Note, discounted at the Prevailing Interest Rate, and "(y)" is the
outstanding principal balance of this Note as of the prepayment date.
Written notice of Maker's election to make a prepayment in full of
this Note shall be given in the manner provided for notices under Section 20 of
this Note. Partial prepayment of the outstanding principal amount of this Note
shall not be permitted except in accordance with the terms of the Mortgage. In
the event of such a permitted partial prepayment, except as otherwise provided
in the Mortgage, the Prepayment Premium calculated in this paragraph 9 shall be
prorated based on the amount of the partial prepayment relative to the then
current outstanding principal balance of this Note.
MAKER ACKNOWLEDGES THAT HOLDER (A) HAS ADVANCED THE AMOUNTS EVIDENCED
BY THIS NOTE WITH THE EXPECTATION THAT SUCH AMOUNTS WOULD BE OUTSTANDING FOR A
PERIOD AT LEAST EQUAL TO THE NO-PREPAYMENT PERIOD, (B) WOULD NOT HAVE BEEN
WILLING TO ADVANCE SUCH AMOUNTS ON THESE TERMS FOR A SHORTER PERIOD OF TIME, (C)
IN MAKING THE LOAN EVIDENCED BY THIS NOTE, IS RELYING ON MAKER'S
CREDITWORTHINESS AND ITS AGREEMENT TO PAY IN STRICT ACCORDANCE WITH THE TERMS
SET FORTH IN THE NOTE AND (D) WOULD NOT MAKE THE LOAN WITHOUT FULL AND COMPLETE
ASSURANCE BY MAKER OF ITS AGREEMENT NOT TO PREPAY ALL OR A PART OF THE PRINCIPAL
OF THIS NOTE EXCEPT AS EXPRESSLY PERMITTED HEREIN AND IN THE MORTGAGE. MAKER HAS
BEEN ADVISED AND ACKNOWLEDGES THAT HOLDER IS RELYING ON THE RECEIPT OF PAYMENTS
UNDER THIS NOTE TO, AMONG OTHER THINGS, MATCH AND SUPPORT ITS OBLIGATIONS UNDER
CONTRACTS ENTERED INTO BY HOLDER WITH THIRD PARTIES AND THAT IN THE EVENT OF A
PREPAYMENT, HOLDER COULD SUFFER LOSS AND ADDITIONAL EXPENSES WHICH ARE EXTREMELY
DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, IT IS THE EXPRESS INTENT OF
MAKER AND HOLDER THAT (I) MAKER SHALL HAVE NO RIGHT TO PREPAY THIS NOTE DURING
THE NO-PREPAYMENT PERIOD, EXCEPT AS OTHERWISE PROVIDED IN THE MORTGAGE, (II) ANY
PREPAYMENT OF THIS NOTE DURING THE NO-PREPAYMENT PERIOD SHALL ONLY OCCUR IN THE
EVENT HOLDER ACCELERATES PAYMENT UNDER THIS NOTE OR AS OTHERWISE SET FORTH IN
THE MORTGAGE, (III) ANY PREPAYMENT DESCRIBED IN FOREGOING CLAUSE (II) SHALL
(UNLESS OTHERWISE EXPRESSLY PERMITTED IN THE MORTGAGE) REQUIRE THE PAYMENT OF A
PREPAYMENT PREMIUM CALCULATED AS PROVIDED FOR HEREINABOVE, AND (IV) TO THE
EXTENT PERMITTED BY APPLICABLE LAW, MAKER HAS WAIVED, AND HEREBY WAIVES, ANY
RIGHT TO PREPAY THIS NOTE EXCEPT
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AS EXPRESSLY PROVIDED IN THE MORTGAGE OR THIS NOTE. IN THE EVENT,
NOTWITHSTANDING THE FOREGOING EXPRESS INTENT OF MAKER AND HOLDER AND THE EXPRESS
WAIVER BY MAKER OF ANY RIGHT TO PREPAY THIS NOTE, THAT THE APPLICABLE LAW OF THE
JURISDICTION IN WHICH THE PROPERTY IS LOCATED PERMITS THE MAKER TO PREPAY THIS
NOTE DURING THE NO-PREPAYMENT PERIOD, THEN THE PREPAYMENT PREMIUM DESCRIBED IN
CLAUSE (III) ABOVE SHALL BE PAID TO HOLDER AS A CONDITION TO ANY SUCH
PREPAYMENT.
BY INITIALING BELOW, MAKER EXPRESSLY ACKNOWLEDGES THAT, PURSUANT TO
THE PROVISIONS OF THIS NOTE AND EXCEPT AS OTHERWISE PROVIDED IN THIS NOTE OR THE
MORTGAGE, MAKER HAS NO RIGHT TO PREPAY THIS NOTE IN WHOLE OR IN PART. IN THE
EVENT ANY PREPAYMENT IS REQUIRED OR EXPRESSLY PERMITTED, MAKER SHALL BE LIABLE
FOR THE PAYMENT OF THE PREPAYMENT PREMIUM UNLESS EXPRESSLY STATED OTHERWISE IN
THE MORTGAGE. FURTHERMORE, BY INITIALING BELOW, MAKER WAIVES ANY RIGHTS IT MAY
HAVE UNDER ANY APPLICABLE STATE LAWS AS THEY RELATE TO ANY PREPAYMENT
RESTRICTIONS CONTAINED IN THIS PARAGRAPH 9 OR OTHERWISE CONTAINED IN THIS NOTE
AND EXPRESSLY ACKNOWLEDGES THAT HOLDER HAS MADE THE LOAN IN RELIANCE UPON SUCH
AGREEMENTS AND WAIVER OF MAKER AND THAT HOLDER WOULD NOT HAVE MADE THE LOAN
WITHOUT SUCH AGREEMENTS AND WAIVER OF MAKER. MAKER ACKNOWLEDGES THAT SPECIFIC
WEIGHT HAS BEEN GIVEN TO THE CONSIDERATION GIVEN FOR SUCH AGREEMENTS, WHICH
CONSIDERATION IS THE GRANTING OF THE LOAN.
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10. Evasion of Prepayment Premium. Maker acknowledges that in the event
of an acceleration of payment of this Note following an Event of Default by
Maker, a tender of payment of an amount necessary to satisfy the entire
indebtedness evidenced hereby, but not including the Prepayment Premium, made at
any time prior to a foreclosure sale by Maker, its successors or assigns or by
anyone on behalf of Maker, or by a buyer upon foreclosure or trustee's sale,
shall be presumed to be and conclusively deemed to constitute a deliberate
evasion of the prepayment provisions hereof and shall constitute a prepayment
hereunder and shall therefore be subject to the Prepayment Premium as calculated
in accordance with this Note with the date of prepayment being deemed the date
of occurrence of the foreclosure sale or the tender of payment of the amount
necessary to pay the entire indebtedness evidenced hereby in full, including the
Prepayment Premium.
11. Maker's Covenants. Maker agrees that (a) this instrument and the
rights and obligations of all parties hereunder shall be governed by and
construed under the laws of the state in which the Property is located; (b) the
obligation evidenced by this Note is an exempted
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transaction under the Truth-in-Lending Act, 15 U.S.C Section 1601, et seq.
(1982); (c) said obligation constitutes a business loan for the purpose of the
application of any laws that distinguish between consumer loans and business
loans and that have as their purpose the protection of consumers in the state in
which the Property is located; (d) at the option of the Holder, the United
States District Court for the district in which the Property is located and any
court of competent jurisdiction of the state in which the Property is located
shall have jurisdiction in any action, suit or other proceeding arising out of
or relating to any act taken or omitted hereunder or the enforcement of this
Note, the Mortgage and the Related Agreements and Maker shall not assert in any
such action, suit or other proceeding that it is not personally subject to the
jurisdiction of the courts in (d) above, that the action, suit or other
proceeding is brought in an inconvenient forum or that the venue of the action,
suit or other proceeding is improper; (e) it hereby waives any objections to
venue; and (f) to the extent permitted by applicable law, it hereby waives its
right to a trial by jury.
12. Severability. The parties hereto intend and believe that each
provision of this Note comports with all applicable local, state and federal
laws and judicial decisions. However, if any provision or any portion of any
provision contained in this Note is held by a court of law to be invalid,
illegal, unlawful, void or unenforceable as written in any respect, then it is
the intent of all parties hereto that such portion or provision shall be given
force to the fullest possible extent that it is legal, valid and enforceable,
that the remainder of the Note shall be construed as if such illegal, invalid,
unlawful, void or unenforceable portion or provision was not contained therein,
and the rights, obligations and interests of Maker and Holder under the
remainder of this Note shall continue in full force and effect.
13. Usury Laws. It is the intention of Maker and Holder to conform
strictly to the usury laws now or hereafter in force in the state or
commonwealth in which the Property is located, and any interest payable under
this Note, the Mortgage, or any Related Agreement shall be subject to reduction
to an amount not to exceed the maximum non-usurious amount for commercial loans
allowed under the usury laws of the state or commonwealth in which the Property
is located as now or hereafter construed by the courts having jurisdiction over
such matters. In the event such interest (whether designated as interest,
service charges, points, or otherwise) does exceed the maximum legal rate, it
shall be: (a) canceled automatically to the extent that such interest exceeds
the maximum legal rate; (b) if already paid, at the option of the Holder, either
be rebated to Maker or credited on the principal amount of the Note or (c) if
the Note has been prepaid in full, then such excess shall be rebated to Maker.
All amounts paid or agreed to be paid which would under applicable law be deemed
"interest" shall, to the extent permitted by such applicable law, be amortized,
prorated, allocated and spread throughout the stated term of the Note. The term
"applicable law" as used in this paragraph shall mean the applicable law in
effect from time to time which lawfully permits the charging and collection of
the highest permissible, lawful, nonusurious rate of interest on the
transactions herein contemplated, including laws of the State of Texas and the
United States of America; and the term "maximum legal rate" as used in this
paragraph shall mean, with respect to each portion of the indebtedness evidenced
hereby, the maximum, lawful, nonusurious rate of interest (if any) which under
applicable law Holder is permitted to charge from time to time with respect to
such portion of the indebtedness evidenced hereby.
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14. Acceleration. Upon an Event of Default, Holder shall have the
right, without further demand or notice, to declare the entire principal amount
of this Note and/or any Future Advance (as defined in the Mortgage) then
outstanding, all accrued and unpaid interest thereon and all other sums,
including without limitation the Prepayment Premium, required under this Note,
the Mortgage or any note evidencing any Future Advance, to be immediately due
and payable and, notwithstanding the stated maturity in this Note or any note
evidencing any Future Advance, all such sums so declared due and payable shall
thereupon become immediately due and payable. During the existence of such Event
of Default, Holder may apply payments received on any amounts due under the
Note, the Mortgage, any Related Agreement or any note evidencing any Future
Advance as Holder may determine in its sole discretion.
15. Waivers by Maker. As to this Note, the Mortgage, the Related
Agreements and any other instruments securing the indebtedness, Maker and all
guarantors, sureties and endorsers, severally waive to the extent permitted by
applicable law all applicable exemption rights, whether under any state
constitution, homestead laws or otherwise, and also severally waive diligence,
valuation and appraisement, presentment for payment, protest and demand, notice
of protest, notice of intent to accelerate, notice of acceleration, demand and
dishonor and diligence in collection and nonpayment of this Note and all other
notices in connection with the delivery, acceptance, performance, default, or
enforcement of the payment of this Note (except notice of default specifically
provided for in the Mortgage and the Related Agreements). To the extent
permitted by law, Maker further waives all benefit that might accrue to Maker by
virtue of any present or future laws exempting the Property, or any other
property, real or personal, or the proceeds arising from any sale of any such
property, from attachment, levy, or sale under execution, or providing for any
stay of execution to be issued on any judgment recovered on this Note or in any
action to foreclose the Mortgage, injunction against sale pursuant to power of
sale, exemption from civil process or extension of time for payment. Xxxxx
agrees that any real estate that may be levied upon pursuant to a judgment
obtained by virtue of this Note, or any writ of execution issued thereon, may be
sold upon any such writ in whole or in part in any order desired by Xxxxxx.
16. Maker Not Released. No delay or omission of Holder to exercise any
of its rights and remedies under this Note, the Mortgage or any Related
Agreements at any time following the happening of an Event of Default shall
constitute a waiver of the right of Holder to exercise such rights and remedies
at a later time by reason of such Event of Default or by reason of any
subsequently occurring Event of Default. This Note, or any payment hereunder,
may be extended from time to time by agreement in writing between Maker and
Holder without in any other way affecting the liability and obligations of Maker
and endorsers, if any.
17. Recourse. Royal Bodycare, Inc. shall be fully liable under this
Note, the Mortgage and the Related Agreements and Xxxxxxx X. Xxxxxx shall be
fully liable under this Note and the Environmental Indemnity Agreement of even
date herewith. However, except as otherwise set forth in this paragraph, the
liability of the general partners or shareholders of Maker, if any, under this
Note, the Mortgage and the Related Agreements shall be limited to
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and satisfied from the Property and the proceeds thereof, the rents and all
other income arising therefrom, the other assets of Maker arising out of the
Property which are given as collateral for the Loan, and any other collateral
given in writing to Holder as security for repayment of this Note (all of the
foregoing are collectively referred to as the "Loan Collateral"); provided,
however, that nothing contained in this paragraph shall (a) preclude Holder from
foreclosing the lien of the Mortgage or from enforcing any of its rights or
remedies in law or in equity against Maker, (b) constitute a waiver of any
obligation evidenced by this Note or secured by the Mortgage or any Related
Agreements, (c) limit the right of Holder to name Maker as a party defendant in
any action brought under this Note, the Mortgage or any Related Agreements, (d)
prohibit Holder from pursuing all of its rights and remedies against any Maker,
guarantor or surety, whether or not such Maker guarantor or surety is a partner
or shareholder of Maker, (e) limit the personal liability of any shareholder of
Maker, or any general partner of Maker to Holder for misappropriation or
misapplication of funds, fraud, waste, willful misrepresentation or willful
damage to the Property or (f) preclude Holder from recovering from Maker and the
Indemnitors under that certain Environmental Indemnity Agreement of even date
herewith.
18. Successors and Assigns. The provisions of this Note shall be
binding upon Maker and its legal representatives, successors and assigns and
shall inure to the benefit of any Holder and its successors and assigns. In the
event Maker is composed of more than one party, obligations arising from this
Note are and shall be joint and several as to each such party.
19. Remedies Cumulative. The remedies of Holder as provided in this
Note, or in the Mortgage or the Related Agreements, and the warranties contained
herein or therein shall be cumulative and concurrent, may be pursued singly,
successively or together at the sole discretion of Holder, may be exercised as
often as occasion for their exercise shall occur and in no event shall the
failure to exercise any such right or remedy be construed as a waiver or release
of such right or remedy. No remedy under this Note, conferred upon or reserved
to Holder is intended to be exclusive of any other remedy provided in this Note,
the Mortgage or any of the Related Agreements or provided by law, but each shall
be cumulative and shall be in addition to every other remedy given under the
Mortgage or any of the Related Agreements or hereunder or now or hereafter
existing at law or in equity or by statute.
20. Notices. All notices, written confirmation of wire transfers and
all other communications with respect to this Note shall be directed as follows:
if to Holder, c/o Commercial Mortgage Division, Allstate Plaza South, Suite G5C,
0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Servicing Manager,
with a copy to Investment Law Division, Allstate Plaza South, Suite G5A, 0000
Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000; if to Maker, 0000 Xxxxx Xxxxx, Xxxxxx,
Xxxxx 00000, with a copy to: Xxxxxxxx Xxxxxxxx & Xxxxxx P.C., Attn: Xxx Xxxx,
Esq., 5400 Renaissance Tower, 0000 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000-0000 or at
such other place as Holder or Maker may from time to time designate in writing.
All notices shall be in writing and shall be (a) hand-delivered by third-party
courier service, (b) sent by United States express mail or by private,
third-party, overnight courier, or (c) served by certified mail postage prepaid,
return receipt requested, to the appropriate address set forth above. Notices
served as provided in (a) and (b) shall be deemed to be effective upon
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delivery. Any notice served by certified mail shall be deposited in the United
States mail with postage thereon fully prepaid and shall be deemed effective on
the day of actual delivery as shown by the addressee's return receipt or the
expiration of three business days after the date of mailing, whichever is
earlier in time.
21. No Oral Modification. This Note may not be modified or discharged
orally, but only by an agreement in writing signed by the party against whom
enforcement of any waiver, modification or discharge is sought.
22. Time. Time is of the essence with regard to the performance of the
obligations of Maker in this Note and each and every term, covenant and
condition herein by or applicable to Maker.
23. Captions. The captions and headings of the paragraphs of this Note
are for convenience only and are not to be used to interpret, define or limit
the provisions hereof.
24. Replacement Note. Upon receipt of evidence reasonably satisfactory
to Maker of the loss, theft, destruction or mutilation of this Note, and in the
case of any such loss, theft or destruction, upon delivery of an indemnity
agreement reasonably satisfactory to Maker or, in the case of any such
mutilation, upon surrender and cancellation of this Note, Maker will execute and
deliver to Holder in lieu thereof, a replacement note dated as of the date of
this Note, identical in form and substance to this Note, but providing expressly
that it is in full substitution for and replacement of this Note (and is being
executed in reliance thereof) and upon such execution and delivery all
references in the Mortgage to this Note shall be deemed to refer to such
replacement note. Upon payment in full of all indebtedness secured by the
Mortgage, this Note shall be marked "Paid" and returned to Maker.
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IN WITNESS WHEREOF, Maker has caused this Mortgage Note to be duly
executed on the date first above written.
WITNESS: MAKER:
------- -----
ROYAL BODYCARE, INC.,
a Nevada corporation
-----------------------------------
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President, CEO
/s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX, Individually
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EXHIBIT A
BASIS POINT ADJUSTMENT TABLE
U.S. Treasury Bond Basis Point U.S. Treasury Bond Basis Point
or Note Yield Adjustment or Note Yield Adjustment
------------- ---------- ------------- ----------
0 - 1.55 .0 14.07 - 14.24 .40
1.56 - 2.69 .01 14.25 - 14.41 .41
2.70 - 3.48 .02 14.42 - 14.59 .42
3.49 - 4.12 .03 14.60 - 14.77 .43
4.13 - 4.68 .04 14.78 - 14.94 .44
4.69 - 5.17 .05 14.95 - 15.11 .45
5.18 - 5.63 .06 15.12 - 15.28 .46
5.64 - 6.05 .07 15.29 - 15.44 .47
6.06 - 6.44 .08 15.45 - 15.61 .48
6.45 - 6.82 .09 15.62 - 15.77 .49
6.83 - 7.17 .10 15.78 - 15.94 .50
7.18 - 7.51 .11 15.95 - 16.10 .51
7.52 - 7.83 .12 16.11 - 16.26 .52
7.84 - 8.14 .13 16.27 - 16.41 .53
8.15 - 8.44 .14 16.42 - 16.57 .54
8.45 - 8.73 .15 16.58 - 16.73 .55
8.74 - 9.02 .16 16.74 - 16.88 .56
9.03 - 9.29 .17 16.89 - 17.03 .57
9.30 - 9.55 .18 17.04 - 17.18 .58
9.56 - 9.81 .19 17.19 - 17.33 .59
9.82 - 10.07 .20 17.34 - 17.48 .60
10.08 - 10.31 .21 17.49 - 17.63 .61
10.32 - 10.55 .22 17.64 - 17.78 .62
10.56 - 10.79 .23 17.79 - 17.92 .63
10.80 - 11.02 .24 17.93 - 18.07 .64
11.03 - 11.25 .25 18.08 - 18.21 .65
11.26 - 11.47 .26 18.22 - 18.35 .66
11.48 - 11.69 .27 18.36 - 18.49 .67
11.70 - 11.90 .28 18.50 - 18.63 .68
11.91 - 12.11 .29 18.64 - 18.77 .69
12.12 - 12.32 .30 18.78 - 18.91 .70
12.33 - 12.52 .31 18.92 - 19.05 .71
12.53 - 12.72 .32 19.06 - 19.18 .72
12.73 - 12.92 .33 19.19 - 19.32 .73
12.93 - 13.12 .34 19.33 - 19.45 .74
13.13 - 13.31 .35 19.46 - 19.59 .75
13.32 - 13.50 .36 19.60 - 19.72 .76
13.51 - 13.69 .37 19.73 - 19.85 .77
13.70 - 13.87 .38 19.86 - 19.99 .78
13.88 - 14.06 .39 20.00 - 20.12 .79
