EXHIBIT 10.5
Expiration Date 12-31-87
U. S. Small Business Administration
S8A LOAN NUMBER
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GP-467,719-30-10-DAL
NOTE
Roanoke, Texas
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(City and State)
$ 250,000.00 (Date) April 8, 1992
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For value received, the undersigned promises to pay to the order
of First National Bank of Grapevine
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(Payee)
at its office in the city of Grapevine, State of Texas or at holder's option, at
such other place as may be designated from time to time by the holder
Two Hundred Fifty Thousand Dollars and no/100------ dollars,
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(Write out amount)
with interest on unpaid principal computed from the date of each advance to the
undersigned at the rate of 8.75 percent per annum, payment to be made in
installments as follows:
Six (6) monthly payments of interest only, beginning one (l) month(s) from date
of Note, thereafter monthly installment of $4,214.00, including principal and
interest, on the same date of each succeeding calendar month thereafter until
paid in fu11, provided that all xxxxxxxx0 and interest not sooner paid shall
become due and payable seven (7) years from the date of Note; with the further
provision that each said installment payment, when received, shall be applied by
the holder hereof, first to interest accrued to the date of receipt of said
payments, and the balance, if any, on account of the principal hereof.
The interest rate as of the date of Note is eight and three-quarters percent
(8.75%) per annum.
Undersigned further agrees that, upon expiration of the calender year in which
first disbursement is made, the rate of interest herein shall
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increase or decrease to become a rate of two and one-quarter percent (2.25%) per
annum over the minimum prime lending rate for large U.S. money center commercial
banks as published in the Money Rates Section of the Wall Street Journal. The
change of the rate of interest herein shall be determined and become effective
as of the first day of each such period, as appropriate of each calendar year.
Holder shall give written notice to the undersigned of each increase or decrease
in the interest rate within thirty days after effective date of change. If the
undersigned shall be in default in payment due on the indebtedness therein, and
the SBA purchases its guaranteed portion of said indebted ness, the rate of
interest on the guaranteed and unguaranteed portion therein shall become fixed
at the rate in effect as of the initial date of default. If the undersigned
shall not be in default in the rate in effect as of the date of purchase by SBA.
Lender has the right to raise or lower the monthly payment to assure such
payment will amortize the note within the bounds of the stated maturity.
Notwithstanding rate of interest provided herein, the interest rate shall not
exceed the maximum rate permitted under applicable law.
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 in this Note, including principal, interest, and expenses, whether
contingent, now due 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
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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; (4) the reorganization (other
than a reorganization pursuant to any of the provisions of the Bankruptcy Reform
Act of 1978, as amended) or 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
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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 waives 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 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
Holder, 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 Xxxxxx and its assigns hereunder shall not be
impaired by Xxxxxx's sale, hypothecation or rehypothecation of any note
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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.
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Expiration Date: 12-31-87
U.S. Small Business Administration
S8A LOAN NUMBER
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GP-467,719-30-10-DAL
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 party in interest) enforced in accordance with
applicable Federal law.
NICHE PHARMACEUTICALS, INC.
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President
Attest:
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Secretary
Note.-Corporate applicants must execute Note, in corporate name, by
duly authorized officer, and seal must be affixed and duly attested; partnership
applicants must execute Note in firm name, together with signature of a general
partner.
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