Exhibit 4.1
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Knobias, Inc. BANK OF BROOKHAVEN Loan Number 79897
P.O. Box 2783 000 XXXXXXXX, XXXX. Date 04/27/05
Xxxxxxxxx, XX 00000 XXXXXXXXXX, XX 00000 Maturity Date 04/27/06
Loan Amount $300,360.00
BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS Renewal of ____________
"I" includes each borrower above, joint "You" means the lender, its successors
and severally and assigns
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For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of Three hundred thousand three hundred sixty &
no/100 Dollars $ 300,360.00
|_| Single Advance: I will receive all of this principal sum on __________, No
additional advances are contemplated under this note.
|X| Multiple Advance: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On __________ I will receive the
amount of $__________ and future principal advances are contemplated.
Conditions: The conditions for future advances are
UPON REQUEST AND OFFICER APPOVAL
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|X| Open End Credit: You and I agree that I may borrow up to the maximum
amount of principal more than one time. This feature is subject to all other
conditions and expires on April 27, 2006 .
|_| Close End Credit: You and I agree that I may borrow up to the maximum
only one time (and subject to all other conditions).
INTEREST: I agree to pay interest on the outstanding principal balance from
April 27, 2005 at the rate of 7.7500 % per year until THE FIRST SCHEDLE RATE
CHANGE. ------------------------
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|X| Variable Rate: This rate may then change as stated below.
|X| Index Rate: The future rate will be 2.000 % ABOVE the following index
rate:
NEW YORK PRIME
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|_| No Index: The future rate will not be subject to any internal or
external index. It will be entirely in your control.
|X| Frequency and Timing: The rate on this note may change as often as
A change in the interest rate will take effect THE SAME DAY THE
INDEX CHANGES ----------------
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|_| Limitations: During the term of this loan, the applicable annual
interest rate will not be more than N/A % or less than N/A %. The
rate may not change more than N/A % each N/A .
Effect of Variable Rate: A change in the interest rate will have the
following effect on the payments:
|_| The amount of each scheduled payment will change.
|X| The amount of the final payment will change.
|_| __________________________________________________________ .
ACCRUAL METHOD: Interest will be calculated on a ACTUAL 360 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
|X| on the same fixed or variable rate basis in effect before maturity
(as stated above).
|_| at a rate equal to
|X| LATE CHARGES: If a payment is made more than 15 days after it is due, I
agree to pay a late charge of 4% OF THE UNPAID AMOUNT OR $5.00, WHICHEVER IS
GREATER, BUT IN NO EVENT GREATER THAN $50.00.
|X| ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which are are not included in the principal amount above:
SEE SEPARATE ITEMIZATION SHEET.
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PAYMENTS: I agree to pay this note as follows:
|X| Interest: I agree to pay accrued interest AT MATURITY - APRIL 27, 2006
|X| Principal: I agree to pay the principal AT MATURITY - APRIL 27, 2006
|_| Installments: I agree to pay this note in __________ payments. The first
payment will be in the amount of $__________ and will be due __________ . A
payment of $__________ will be due __________ thereafter. The final payment of
the entire unpaid balance of principal and interest will be due ________________
ADDITIONAL TERMS: PERSONAL GUARANTIES BY XXXXXX XXXXXX, XXX XXXXX, XXXXXXX
XXXXXXX, XXXXX X. XXXXXXXX, E. KEY XXXXXX AND XXX XXXXXXX ANFD FINANCIAL
STATEMENT
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|_| SECURITY: This note is separately secured by
(describe separate document by type and date): PURPOSE: The purpose of this loan is:
LINE OF CREDIT FOR SEASONAL CASH FLOW
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE
(This section is for internal use. Failure to list (INCLUDING THOSE ON PAGE 2). I have received a copy on today's date.
a separate's document does not mean the agreement will
not secure the note).
Signature for Lender KNOBIAS, INC.
/s/ XXXXXX X. XXXXXXXXXX, XX /s/ E. KEY XXXXXX
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Xxxxxx X. Xxxxxxxxxx E. Key Xxxxxx
Loan Officer
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DEFINITIONS: As used on page 1, `(X)" means the terms that apply to this loan.
"I," `me' or "my" means each Borrower or who signs this note and each other
person or legal entity (including guarantors, endorsers, and sureties) who
agrees to pay this note (together referred to as "us"). "You" and "your" means
the Lender and its successors and assigns.
APPLICABLE LAW: The law of the state in which you are located will govern this
note. Any term of this note which is contrary to applicable law will not be
effective, unless the law permits you anti me to agree to such a variation. If
any provision of this agreement cannot ire enforced according to its terms, this
fact will not affect the enforceability of the remainder of this agreement. No
modification of this agreement may be made without your express written consent.
Time is of the essence in the agreement.
PAYMENTS: Each payment I make on this note will first reduce the amount I owe
you for charges which are neither interest nor principal. The remainder of each
payment will then reduce accrued unpaid interest, and then unpaid principal. If
you and I agree to a different application of payments, we will describe our
agreement on this note. I may prepay a part of, or the entire balance of this
loan without penalty, unless we specify to the contrary on this note. Any
partial prepayment will not excuse or reduce any later scheduled payment until
this note is paid in full (unless, when I make the prepayment, you and I agree
in writing to) the contrary.
INTEREST: Interest accrues on the principal remaining unpaid from time to time,
until paid in full. If I receive the principal in more then one advance, each
advance will start to earn interest only when I receive the advance. The
Interest rate in effect on this note at any given time will apply to the entire
principal advanced at that time. Notwithstanding anything to the contrary, I do
not agree to pay and you do not intend to charge any rate of interest that is
higher than the maximum rate of interest you could charge under applicable law
for the extension of credit, that in agreed to here (either before or after
maturity). If any notice of interest accrual is sent and is in error, we
mutually agree to correct it, and if you actually collect more interest than
allowed by law and this agreement, you agree to refund it to me.
INDEX RATE: The Index will serve only as a device for setting the rate on this
note. You do not guarantee by selecting this index, or the margin, that the rate
on this note will be the same rate you charge on any other loans or class of
loans to me or other borrowers.
ACCRUAL METHOD: The amount of interest that I will pay on this loan will be
calculated using the interest rate and accrual method stated on page 1 of this
note. For the purpose of interest calculation, the accrual method will determine
the number of days in a "year." If no accrual method is stated, then you may use
any reasonable accrual method for calculating interest.
POST MATURITY RATE: For purposes of deciding when the "Post Maturity Rate"
(shown on page 1) applies, the term "maturity" means the date of the last
scheduled payment indicated on page 1 of this note or the date you accelerate
payment on the note, whichever is earlier.
SINGLE ADVANCE LOANS: If this is a single advance loan, you and I expect that
you will make only one advance of principal. However, you may add other amounts
to the principal if you make any payments described in the "PAYMENTS BY LENDER"
paragraph below.
MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you and I expect
that you will make more than one advance of principal. If this is closed end
credit, repaying a part of the principal will not entitle me to additional
credit.
PAYMENTS BY LENDER: if you are authorized to pay, on my behalf, charges I am
obligated to pay (such an property insurance premiums), then you may treat those
payments made by you as advances and add them to the unpaid principal under this
note, or you may demand immediate payment of the charges.
SET-OFF: I agree that you may set off any amount due and payable under this note
against any right I have to receive money from you.
Right to receive money from you" means:
(1) any deposit account balance I have with you;
(2) any money owed to me on an item presented to you or in your
possession for collection or exchange; and
(3) any repurchase agreement or other nondeposit obligation.
"Any amount due and payable under this note" means the total amount of
which you are entitled to demand payment under the terms of this note at the
time you set off. This total includes any balance the due date for which you
properly accelerate under this note.
If my right to receive money from you is also owed by someone who has not
agreed to pay this note, your right of set-off will apply to my interest in the
obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.
You will not be liable nor the dishonor of any check when the dishonor
occurs because you set off this debt against any of my accounts. I agree to hold
you harmless from any such claims arising as a result of your exercise of your
right of set-off.
REAL ESTATE OR RESIDENCE SECURITY: If the note is secured by real estate or a
residence that is personal property, the existence of a default and your
remedies for such a default will be determined by applicable law, by the terms
of any separate instrument creating the security interest and, to the extent not
prohibited by law and not contrary to the terms of the separate security
instrument, by the "Default" and `Remedies" paragraphs herein.
DEFAULT: I will be in default if any one or more of the following occur: (1) I
fail to make a payment on time or in the amount due; (2) I fail to keep the
property insured, if required; (3) I fail to pay, or keep any promise, on any
debt or agreement I have with you; (4) any other creditor of mine attempts to
collect any debt I owe him through court proceedings: (5) I die, am declared
incompetent, make an assignment for the benefit of creditors, or became
insolvent (either because my liabilities exceed my assets or I am unable to pay
my debts as they become due); (6) I make any written statement or provide any
financial information that is untrue or inaccurate at the time it was provided;
(7) I do or fail to do something which causes you to believe that you will haven
difficulty collecting the amount I owe you; (8) any collateral securing this
note is used in a manner or for a purpose which threatens confiscation by a
legal authority: (9) I changes my name or assume an additional name without
first notifying you before making such a change; (10) I fail to plant, cultivate
and harvest crops in due season if I am producer of crops; (11) any loan
proceeds are used for a purpose that will contribute to excessive erosion of
highly erodible land or to the conversion of wetlands to produce an agricultural
commodity, as further explained in 7 C.F.R. Part 1940 Subpart C, Exhibit M.
REMEDIES: If I am in default on this note you have, but are not limited to, the
following remedies:
(l) You may demand immediate payment of all I owe you under this note
(principal, accrued unpaid interest and other accrued charges).
(2) You may set off this debt against any right I have to the payment of money
from you, subject in the terms of the "Set-Off" paragraph herein.
(3) You may demand security, additional security, or additional parties to be
obligated to pay this note as a condition for not using any other remedy.
(4) You may refuse to make advances to me or allow purchases on credit by me.
(5) You may use any remedy you have under state or federal law.
By selecting any one or more of these remedies you do not give up your right to
later use any other remedy. By waiving your right to declare an event to be a
default, you do not waive your tight to later consider the event as a default if
it continues or happens again.
COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all costs of collection,
replevin or any other or similar type of cost if I am in default. In addition,
if you hire an attorney to collect this note, I also agree to pay any fee you
incur with such attorney plus court costs (except where prohibited by law). To
the extent permitted by the United States Bankruptcy Code, I also agree to pay
the reasonable attorney's fees and costs you incur to collect this debt as
awarded by any court exercising jurisdiction under the Bankruptcy Code.
WAIVER: I give up my rights to require you to do certain things. I will not
require you to:
(1) demand payment of amounts due (presentment);
(2) obtain official certification of nonpayment (protest): or
(3) give notice that amounts due have not bean paid (notice of dishonor).
I waive any defenses I have based on suretyship or impairment of
collateral.
OBLIGATIONS INDEPENDENT: I understand that I must pay this note even if someone
else has also agreed to pay it (by, for example, signing this form or a separate
guarantee or endorsement). You may xxx me alone, or anyone else who is obligated
on this note, or any number of us together, to collect this note. You may do so
without any notice that it has not been paid (notice of dishonor). You may
without notice release any party to this agreement without releasing any other
party. If you give up any of your rights, with or without notice, it will not
affect my duty to pay this note. Any extension of new credit to any of us, or
renewal of this note by all or less than all of us will not release me from my
duty to pay it. (Of course, you are entitled to only one payment in full). I
agree that you may at your option extend this note or the debt represented by
that note, or any portion of the note or debt, from time to time without limit
or notice and for any term without affecting my liability for payment of the
note. I will not assign my obligation under this agreement without your prior
written approval.
CREDIT INFORMATION: I agree and authorize you to obtain credit information about
me from time to time (for example, by requesting a credit report) and to report
to others your credit experience with me (such as a credit reporting agency). I
agree to provide you, upon request, any financial statement or information you
may deem necessary. I warrant that the financial statements and information I
provide to you are or will be accurate, correct and complete.
NOTICE: Unless otherwise required by law, any notice to me shall be given by
delivering it or by mailing it by first class mail addressed to me at my last
known address. My current address is on page 1. I agree to inform you in writing
of any change in my address. I will give any notice to you by mailing it first
class to your address stated on page 1 of this agreement, or to any other
address that you have designated.
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Date of Principal Borrower's Principal Principal Interest Rate Interest Interest Paid
Transaction Advance Initials (not Payments Balance Payments Through
required)
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Knobias, Inc. BANK OF BROOKHAVEN Loan Number 79897
P.O. Box 2783 000 XXXXXXXX, XXXX. Date 04/27/05
Xxxxxxxxx, XX 00000 XXXXXXXXXX, XX 00000 Maturity Date 04/27/06
Loan Amount $300,360.00
BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS
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AMOUNT FINANCED ITEMIZATION
"Me" and "My" refer to each borrower above.
Amount given to me directly $ _________ .00
Amount paid on my (loan) account $ _________
_____________________________________ $ ______________________________________
AMOUNTS PAID TO OTHERS ON MY BEHALF:
Insurance Companies: $ ______________________________________
Public Officials: $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
CREDIT REPORT FEE $ _________________________________60.00
DOCUMENT PREPARATION $ ________________________________300.00
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
LINE OF CREDIT $ _____________________________300000.00
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
_____________________________________ $ ______________________________________
(less) PREPAID FINANCE CHARGE(S) $ ________________________________360.00
AMOUNT FINANCED $ _____________________________300000.00
(Add all items financed and subtract prepaid charges.)
BY SIGNING BELOW- I ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE ON THE DATE
INDICATED ABOVE.
Knobias, Inc.
/s/ E. KEY XXXXXX X________________________ X_________________________
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E. Key Xxxxxx
