Exhibit 10.8
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SBA LOAN NUMBER
PLP 143-155-4003
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U.S. Small Business Administration
NOTE
BURBANK, CALIFORNIA
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(City and State)
(Date) JULY 24, 1997
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$ 583,000.00
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For value received, the undersigned promises to pay to the order of
WESTERN SECURITY BANK, N.A. at its office in the City of Burbank, State of
California or at holder's option, at such other place as may be designated
from time to time by the holder Five Hundred Eighty-Three Thousand and No/100
dollars, with interest on unpaid principal computed form the date of each
advance to the undersigned at the rate of 11.25% percent per annum, payment
to be made in installments as follows:
ONE (1) interest installments, payable the first calendar day of the
first calendar month following the first disbursement, followed by 299
installments, including principal and interest, each in the amount of FIVE
THOUSAND EIGHT HUNDRED TWENTY THREE AND 27/100 dollars ($5,823.27), and
continuing due and payable monthly thereafter until 25 years from date of
FIRST DISBURSEMENT, when the full unpaid balance of principal and interest
shall become due and payable. Each installment shall be applied to interest
accrued as of date of receipt and the balance, if any, to principal.
THIS IS A VARIABLE INTEREST RATE NOTE. Interest on unpaid principal
shall accrue at the initial rate of ELEVEN AND ONE QUARTER PERCENT (11.25%)
per annum. Commencing on the first calendar day of the calendar QUARTER
following first disbursement, and calendar QUARTERLY thereafter, the interest
rate shall increase or decrease to TWO AND THREE QUARTERS PERCENT (2.75%)
above the prime rate in effect on the first business day of the month, as
published in the Money Rates Section of THE WALL STREET JOURNAL.
NOTE: The amount of the monthly payment shown above is based upon the
prime interest rate as of the date of the receipt of the loan application by
SBA of EIGHT AND ONE HALF PERCENT (8.50%), plus a spread of TWO AND THREE
QUARTERS PERCENT (2.75%).
The amount of the MONTHLY installments of principal and interest
required herein shall be increased or decreased, as appropriate, to an amount
necessary to amortize principal remaining unpaid as of the date of the change
in the interest rate over the remaining term of this Note.
The Lender shall give the Borrower written notice of any change in the
interest rate of this Note and of any change (either an increase or decrease)
in the amount of the principal and interest installments required herein
within thirty (30) days after the effective date of any such change.
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 by this Note, including principal, interest and expenses, whether
contingent, now due or 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 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 (thereafter called "SBA"), with respect 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 Xxxxxx'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 Xxxxxx
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 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 deemed 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 time 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 change interest thereon at the rate specified herein with
respect to the principal amount of this Note.
The security rights of Holder and its assigns hereunder shall not be
impaired by Xxxxxx's sale, hypothecation or rehypotecation of any note 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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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.
If the Borrower shall be in default in payment due on the indebtedness
herein and the Small Business Administration (SBA) purchases its guaranteed
portion of said indebtedness, the rate of interest on both the guaranteed and
unguaranteed portion herein shall become fixed at the rate in effect as of
the first date of uncured default. If the Borrower shall not be in default
in payment when SBA purchases its guaranteed portion, the rate of interest on
both the guaranteed and unguaranteed portion shall be fixed at the rate in
effect as of the date of purchase by SBA.
LATE CHARGE: If a payment is more than 10 days late, Borrower will be
charged 5.0% of the unpaid portion of the regularly scheduled payment.
Borrower acknowledges that this Note is secured by a Deed of Trust in
favor of Xxxxxx on the real property located in Los Angeles County, State of
California.
And in accordance with all other terms and conditions as noted and set
out in Loan Authorization PLP 143-155-4003.
GENESIS MEDIA GROUP, INC.
By: /s/ Xxxx X. El-Batrawi
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Xxxx X. El-Batrawi, President
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Note - Corporate applicants must execute Note, in corporate name, by duly
authorized officer, and seal must be affixed and duly attested: partnership must
execute Note in firm name, together with signature of a general partner.
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