Commercial Savings Bank FIXED RATE
627 North Xxxxx - P.O. Box 277 REVOLVING OR
Carroll, Iowa 51401-0277 - 000-000-0000 DRAW NOTE
"LENDER"
Borrower
Advanced Business Sciences, Inc.
3345... NORTH 000XX XXXXXX
Xxxxx, XX 00000
TELEPHONE NO.
IDENTIFICATION NO-. 47-075198
OFFICER INTEREST PRINCIPAL AMOUNT/ FUNDING /
MATURITY CUSTOMER LOAN
INITIALS RATE CREDIT LIMIT AGREEMENT DATE
NUMBER NUMBER
005 8.000% $999,767.13 04/04/99
10/05/99 1-21--534
PURPOSE: REFINANCE NOTE 45697 - OPERATING
PROMISE TO PAY: For value received, Borrower promises to pay to the order of
Lender, indicated above, the principal amount of NINE HUNDRED NINETY-NINE
THOUSAND SEVEN HUNDRED SIXTY-SEVEN AND 13/100 -Dollars ($ 999,767.13) or, if
less, the aggregate unpaid principal amount of all loans or advances made by
Lender to Borrower, plus interest on the unpaid principal balance at the rate
and in the manner described below, until all amounts owing under this Note are
paid in full. All amounts received by Xxxxxx shall be applied first to expenses,
late charges, accrued unpaid interest, and then to unpaid principal, or in any
other order as determined by Xxxxxx, in Xxxxxx's sole discretion, as permitted
by law. REVOLVING OR DRAW FEATURE: x This Note possesses a revolving feature.
Upon satisfaction of all conditions set forth in this Note, Borrower shall be
entitled to borrow up to the full principal amount of the Note and to repay and
re-borrow from time to time during the term of the Note. This Note possesses a
draw feature. Upon satisfaction of all conditions set forth in this Note,
Borrower shall be entitled to make one or more draws under this Note. Any
repayment may not be re-borrowed. The aggregate amount of such draws shall not
exceed the full principal amount of this Note. Information with regard to any
loans or advances under this Note shall be recorded and maintained by Xxxxxx in
Its Internal records and such records shall be conclusive of the principal and
interest owed by Borrower under this Note unless there Is a material error in
such records. Xxxxxx's failure to record the date and amount of any loan or
advance shall not
limit or otherwise affect the obligations of Borrower under this Note to repay
the principal amount of the loans or advances together with all interest
accruing thereon. Lender shall not be obligated to provide Borrower with a copy
of the record on a periodic basis. Borrower shall be entitled to inspect or
obtain a copy of the record during Xxxxxx's business hours. CONDITIONS FOR
ADVANCES: If there is no default under this Note, Borrower shall be entitled to
borrow monies under this Note (subject to the limitations described above) under
the following conditions:
INTEREST RATE: Interest under this Note shall be computed on the basis of 365
days and the actual number of days per year. So long as there is no default
under this Note, interest on this Note shall be calculated at the fixed rate of
EIGHT AND N0/1000 percent (8.000 %) per annum or the maximum interest rate
Lender is permitted to charge by law, whichever is less. DEFAULT RATE: In the
event of any default under this Note, the Lender may, in its discretion,
determine that all amounts owed to Lender shall bear Interest at the lesser of:
or the maximum interest rate Lender is permitted to charge by law.
PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to the
following schedule:
A SINGLE PAYMENT OF THE UNPAID PRINCIPAL BALANCE PLUS ACCRUED
INTEREST IS DUE AND PAYABLE ON OCTOBER 5, 1999.
All payments will be made to Lender at Its address described above, or at any
other address so designated by Lender, and In lawful currency of the United
States of America.
RENEWAL: If checked, X this Note is a renewal of Loan Number 45697
SECURITY: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest in, and pledges and
assigns to Lender, all of Borrower's rights, title, and interest, in all monies,
Instruments, savings, checking and other deposit accounts of Borrower's,
(excluding IRA, Xxxxx and trust accounts and deposits subject to tax penalties
If so assigned) that are now or in the future in Xxxxxx's custody or control. X
If checked, the obligations under this Note are also secured by a lien on and/or
security interest in the property described in the documents executed in
connection with this Note as well as any other property designated as security
for this Note now or in the future.
PREPAYMENT: This Note may be prepaid In part or in full on or before
its maturity date. If this Note is prepaid in full, there will be:
No minimum finance charge A minimum finance charge of
--------------------. LATE PAYMENT CHARGES: If payment is received more
than n/a days late, Borrower will be charged a late payment charge of:
_________% of the unpaid payment amount; $ or % of the
unpaid payment amount, whichever is greater l less; as
additional interest.
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREE AGREEMENT
SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE
ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS
WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. BORROWER MAY CHANGE
THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS (EXCEPT
EXEMPT TRANSACTIONS) NOW IN EFFECT BETWEEN YOU AND THIS LENDER.
XXXXXXXX ACKNOWLEDGES THAT XXXXXXXX HAS READ, UNDERSTANDS, AND AGREES TO TYE
TERMS AND CONDITIONS OF THIS NOTE INCLUDING THE PROVISIONS ON THE REVERSE SIDE;
BORROWER ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS NOTE.
NOTE DATE: APRIL 5, 1999
BORROWER: ADVANCED BUSINESS SCIENCES, INC.BORROWER:
ADVANCED BUSINESS SCIENCES, INC.
XXXXXXXX X. XXXX, PRESIDENT & CEO XXXXX X. XXXXX DIRECTOR &
TREASURER
XXXXXXXX, BORROWER:
BORROWER: BORROWER:
BORROWER: BORROWER:
TERMS AND CONDITIONS
I - DEFAULT: Borrower will be in default under this Note In the event that
Borrower, any guarantor or any other third party pledging collateral to secure
this Note: (a) falls to make any payment on this Note or any other indebtedness
to Lender when due; (b) falls to perform any obligation or breaches any warranty
or covenant to Lender contained In this Note, any security Instrument, or any
other present or future written agreement regarding this or any other
indebtedness of Borrower to Lender; (c) provides or causes any false or
misleading signature or representation to be provided to Lender; (d) allows the
collateral securing this Note Of any) to be lost, stolen, destroyed, damaged in
any material respect, or subjected to seizure or confiscation; (e) permits the
entry or service of any garnishment, judgment, tax levy, attachment or lien
against Borrower, any guarantor, or any of their property; (Q dies, becomes
legally Incompetent, Is dissolved or terminated, ceases to operate Its business,
becomes insolvent, makes an assignment for the benefit of creditors, falls to
pay debts as they become due, has a material adverse change In its financial
condition, or becomes the subject of any bankruptcy, Insolvency or debtor
rehabilitation proceeding; or (9) causes Lender, in good faith, to believe the
prospect of payment or performance is impaired. 2. RIGHTS OF LENDER ON DEFAULT:
If there Is a default under this Note, Lender will be entitled to exercise one
or more of the following remedies without notice or demand (except as required
by law): (a) to cease making additional advances under this Note; (b) to declare
the principal amount plus accrued Interest under this Note and all other present
and future obligations of Borrower Immediately due and payable In full; (c) to
collect the outstanding obligation of Borrower with or without resorting to
judicial process; (d) to take possession of any collateral in any manner
permitted by law; (e) to require Borrower to deliver and make available to
Lender any collateral at a place reasonably convenient to Borrower and Lender;
(f) to sell, lease or otherwise dispose of any collateral and collect any
deficiency balance with or without resorting to legal process; (g) to set-off
Borrower's obligations against any amounts due to Borrower Including, but not
limited to monies, Instruments, and deposit accounts maintained with Lender; and
(h) to exercise all other rights available to Lender under any other written
agreement or applicable law. Xxxxxx's rights are cumulative and may be exercised
together, separately, and In any order. Xxxxxx's remedies under this paragraph
are In addition to those available at common law, Including, but not limited to,
the right of set-off. 3. DEMAND FEATURE: If this Note contains a demand feature,
Xxxxxx's right to demand payment, at any time, and from time to time, shall be
In Lender's sole and absolute discretion, whether or not any default has
occurred. 4. FINANCIAL INFORMATION: Borrower will at all times keep proper books
of record and account In which full, true and correct entries shall be made in
accordance with generally accepted accounting principles and will upon Xxxxxx's
request deliver to Lender, within ninety (90) days after the end of each fiscal
year of Borrower, a copy of the annual financial statements of Borrower relating
to such fiscal year, such statements to include (1) the balance sheet of
Borrower as at the end of such fiscal year and (11) the related income
statement, statement of retained earnings and statement of
changes in the financial position of Borrower for such fiscal year, which, at
Xxxxxx's request, shall be prepared by such certified public accountants as may
be reasonably satisfactory to Lender. Xxxxxxxx also agrees to deliver to Lender
within fifteen (15) days after filing same, a copy of Xxxxxxxx's income tax
returns and also, from time to time, such other financial Information with
respect to Borrower as Xxxxxx may request. S. MODIFICATION AND WAIVER: The
modification or waiver of any of Borrower's obligations or Xxxxxx's rights under
this Note must be contained in a writing signed by Xxxxxx. Lender may perform
any of Borrower's obligations or delay or fail to exercise any of its rights
without causing a waiver of those obligations or rights. A waiver on one
occasion will not constitute a waiver on any other occasion. Borrower's
obligations under this Note shall not be affected If Lender amends, compromises,
exchanges, fails to exercise, Impairs or releases any of the obligations
belonging to any co-borrower or guarantor or any of its rights against any
co-borrower, guarantor or collateral. 6. SEVERABILITY/MAXIMUM RATE: If any
provision of this Note is invalid, Illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not In any way be
affected or Impaired thereby. Notwithstanding any reference to highest lawful
rate, maximum Interest rate permitted to be charged by relevant law or other
like terms, such references shall not be deemed to establish a maximum lawful
rate of Interest as contemplated by Iowa Code 9 535.2,2 because the parties have
agreed in writing to a rate of interest pursuant to Iowa Code 111535.2. There
shall be no automatic reduction to the highest lawful rate or other like term a3
to any Borrower or any other party barred by law from availing Itself In any
action or proceedings of the defense of usury, or any Borrower or other party
barred or exempted from the operation of any law limiting the amount of interest
that may be paid for the loan or use of money, or In the event this transaction,
because of its amount or purpose or for any other reason is exempt from the
operation of any statute limiting t6 amount of interest that may be paid for the
loan or use of money. Xxxxxxxx agrees that any late charge, delinquency charge,
or other like charge shall be interest for the purpose of Iowa Law. 7.
ASSIGNMENT: Borrower will not be entitled to assign any of its rights, remedies
or obligations described In this Note without the prior written consent of
Lender which may be withhold by Lender In Its sole discretion. Lender will be
entitled to assign some or all of its rights and remedies described in this Note
without notice to or the prior consent of Borrower In any manner. The term
*Lender" shall mean the Lender specified in this Agreement, Its successors and
assigns, and subsequent holders of this Note. 8. NOTICE: Any notice or other
communication to be provided to Borrower or Lender under this Note shall be In
writing and sent to the parties at the addresses described In this Note or such
other address as the parties may designate In writing from time to time. 9.
APPLICABLE LAW: This Note shall be governed by the laws of the state of Iowa.
Borrower consents to the jurisdiction and venue of any court located In such
state In the event of any legal proceeding pertaining to the negotiation,
execution, performance or enforcement of any term or condition contained In this
Note or any related loan document and agrees not to commence or seek to remove
such legal proceeding In or to a different court. 10. COLLECTION COSTS: If
Xxxxxx hires an attorney to assist in collecting any amount due or enforcing any
right or remedy under this Note, Xxxxxxxx agrees to pay Xxxxxx's reasonable
attorneys' fees and collection costs. 11. MISCELLANEOUS: This Note is being
executed for Commercial purposes. Xxxxxxxx and Xxxxxx agree that time is of the
essence. Borrower waives presentment, demand for payment, notice of dishonor and
protest. All references to Borrower In this Note shall include all of the
parties signing this Note, and this Note shall be binding upon the heirs,
successors and assigns of Xxxxxxxx and Xxxxxx. If there is more than one
Borrower, their Obligations will be joint and several. This Note and any related
documents represent the complete and integrated understanding between Borrower
and Lender pertaining to the terms and conditions of those documents. 12. JURY
TRIAL WAIVER: BORROWER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY CIVIL
ACTION ARISING OUT OF, OR BASED UPON, THIS NOTE OR THE COLLATERAL SECURING THIS
NOTE. 13. ADDITIONAL TERMS: THIS NOTE IS SECURED BY A LIMITED CONTINUING
GUARANTY DATED APRIL 6, 1998, IN THE AMOUNT OF $285,000 FROM XXXX XXXXXXXX AND
BY A LIMITED CONTINUING GUARANTY DATED APRIL 6, 1998, IN THE AMOUNT OF $ 285,000
FROM XXXXX X. XXXXX AND BY A LIMITED CONTINUING GUARANTY DATED APRIL 6, 1998, IN
THE AMOUNT OF $285,000.00 FROM XXXXX X. XXXXXX AND BY A L IMI TMD CONTINUING
GUARANTY DATED APRIL 6, 1998, IN THE AMOUNT OF $285,000.00 FROM XXXXXX X.
XXXXXXXX AND BY A LIMITED CONTINUING GUARANTY DATED APRIL 6, 1998, IN THE AMOUNT
OF $285,000.00 FROM XXXXXX X. XXXXXXX AND BY A LIMITED CONTINUING GUARANTY DATED
APRIL 6, 1998, IN THE AMOUNT OF $285,000.00 FROM XXXXXX X. XXXXXX.
