EXHIBIT 10.13
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CATALYST INTERNATIONAL, INC. FIRST NATIONAL BANK OF MUSCATINE
0000 X XXXXXXXX XXXXX 000 XXXX XXXXXX XXXXXX Loan Number 52577
XXXXXXXXX, XX 00000 XXXXXXXXX, XX 00000 Date 03-17-2003
Maturity Date 03-17-2004
Loan Amount $ 1,000,000.00
Renewal of _______________
BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS
"I" includes each borrower above, jointly and severally. "You" means the lender, its successors 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 ONE MILLION AND NO/100 Dollars $ 1,000,000.00
[ ] 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 03-17-2003
I will receive the amount of $ _________________ and future
principal advances are contemplated.
Conditions: The conditions for future advances are SEE ATTACHED
EXHIBIT "A"
[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 03-17-04.
[ ] Closed 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
03-17-2003 at the rate of 5.250% per year until 03-18-2003.
[X] Variable Rate: This rate may then change as stated below.
[X] Index Rate: The future rate will be 1.250 PERCENT ABOVE the following
index rate: WALL STREET JOURNAL PRIME AS PUBLISHED IN THE WALL STREET
JOURNAL. THE RESULT OF THIS CALCULATION WILL BE ROUNDED TO THE NEAREST
0.125
[ ] 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
EVERY DAY BEGINNING 03-18-2003
A change in the interest rate will take effect ON THE SAME DAY
[X] Limitations: During the term of this loan, the applicable annual
interest rate will not be more than N/A% or less than 5.250%. The rate
may not change more than _____________ % each ______________
Effect of variable Rate: A change in the interest rate will have the
following effect on the payments:
[X] The amount of each scheduled [X] The amount of the final
payment will change. 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.
[ ] on the same fixed or variable rate basis in effect before
maturity (as indicated above).
[X] at a rate equal to WALL STREET JOURNAL PRIME PLUS 5% PER ANNUM
[X] LATE CHARGE: If a payment is made more than 10 days after it is due, I
agree to pay a late charge of A MAX OF $25.00
[ ] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which [ ] are [ ] are not included in the principal amount above:
___________________________________________________________________________
PAYMENTS: I agree to pay this note as follows:
QUARTERLY PAYMENTS OF ACCRUED INTEREST CALCULATED ON THE AMOUNT OF CREDIT
OUTSTANDING BEGINNING ON 06-17-2003 AND PRINCIPAL DUE ON 03-17-2004.
[X] Unpaid Interest: Any accrued interest not paid when due (whether due by
reason of a schedule of payments or due because of Lender's demand) and
become part of the principal thereafter, and will bear interest at the
interest rate in effect from time to time as provided for in this
agreement.
ADDITIONAL TERMS:
[X] If checked, this note is a credit agreement subject to Iowa Code Section
535.17 and the following notice applicable to this note.
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ
CAREFULLY BECAUSE ONLY THESE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER
TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE
LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY
ANOTHER WRITTEN AGREEMENT.
[X] SECURITY: This note is separately secured by (describe separate document by
type and date):
COMMERCIAL SECURITY AGREEMENT DATED 3-17-03 AND (5) COMMERCIAL SECURITY
AGREEMENTS DATED 3-17-03
(This section is for your internal use. Failure to list a separate security
document does not mean the agreement will and not secure this note.)
Signature For Lender
/s/ D. Xxxxx Xxxxxxx
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D. XXXXX XXXXXXX, PRESIDENT/CEO
PURPOSE: The purpose of this loan is WORKING CAPITAL LINE
SIGNATURE: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGE 2), I have
received a copy on today's date.
CATALYST INTERNATIONAL, INC.
/s/ Xxxxx X. Xxxxxxxxx
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XXXXX X. XXXXXXXXX, PRESIDENT & CEO
/s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX, EXEC. VICE PRESIDENT & CFO
DEFINITIONS: As used on page 1, "[X]" means the terms that apply to this loan.
"I" "me" or "my" means each Borrower who signs this note and each other person
or legal entity (including guarantors, endorsers, and securities) who agrees to
pay this note (together referred to as "us"). "You" or "your" means the Lender
and its successors and assigns.
APPLICABLE LAW: The law of the state of Iowa will govern this note. Any term of
this note which is contrary to applicable law will not be effective, unless the
law permits you and me to agree to such a variation. If any provision of this
agreement cannot be 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 this agreement.
COMMISSIONS OR OTHER REMUNERATION: I understand and agree that any insurance
premiums paid to insurance companies as part of this note will involve money
retained by you or paid back to you as commissions or other remuneration.
In addition, I understand and agree that some other payments to third
parties as part of this note may also involve money retained by you or paid back
to you as commissions or other remuneration.
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 than 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. You and I may provide in this agreement for
accrued interest not paid when due to be added to principal. 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 is 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, or if we have agreed that accrued interest not paid when due
may be added to principal.
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 as property insurance premiums), then you may treat those
payments 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 owned 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 for 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 this 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) I make an assignment for the
benefit of creditors, or become insolvent (either because my liabilities exceed
my assets or I am unable to pay my debts as they become due); (5) I make any
written statement or provide any financial information that is untrue or
inaccurate at the time it was provided; (6) I do or fail to do something which
causes you to believe that you will have difficulty collecting the amount I owe
you; (7) any collateral securing this note is used in a manner or for a purpose
which threatens confiscation by a legal authority; (8) I change my name or
assume an additional name without first notifying you before making such a
change;
REMEDIES: Except as provided in the next paragraph, if this note is secured by
agricultural land (as defined in Iowa Code Section 172C.1) and I am in default
on this note, you will give me notice of my right to cure. You may exercise your
remedies only if I fail to cure my default within 45 days after you mail the
notice (or 45 days after actual delivery if you use a means other than certified
mail).
A notice of right to cure is not necessary and you may immediately
exercise your remedies if you have: a) given me the notice with respect to two
prior defaults, b) you have given me the notice with respect to a default
occurring within 12 months before the current default, or I voluntarily
surrender the agricultural land and you accept it in full satisfaction of the
debt.
Subject to the above limitations and any limitations imposed by Iowa Code
Chapter 654A, if I am in default on this note you have, but are not limited to,
the following remedies:
(1) 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 to 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 right 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 been 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 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 this 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.
FINANCIAL INFORMATION: 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.
CREDIT AGREEMENT: A "credit agreement" under Iowa Code Section 535.17 means any
contract made or acquired by a lender to loan money or extend credit for any
purpose. A "credit agreement" does not mean a contract to extend credit by means
of a credit card, or open end credit, or a home equity line of credit.
This note is not subject to Iowa Code Section 535.17 if it is a "credit
agreement" made primarily for a personal, family, or household purpose where the
credit extended is twenty thousand dollars or less.
BORROWER'S INTEREST
DATE PRINCIPAL INITIALS PRINCIPAL PRINCIPAL INTEREST INTEREST PAID
OF TRANSACTION ADVANCE (not required) PAYMENTS BALANCE RATE PAYMENTS THROUGH
-------------- --------- -------------- --------- --------- -------- -------- ---------
$ $ $ % $
$ $ $ % $
$ $ $ % $
$ $ $ % $
$ $ $ % $
$ $ $ % $
$ $ $ % $
$ $ $ % $
$ $ $ % $
$ $ $ % $
$ $ $ % $
** (4) I AM DEFAULT ON ANY OTHER DEBT IN EXCESS OF $10,000.00 (page 2 of 2)
EXHIBIT "A" ATTACHED TO LOAN #52577
DATED MARCH 17, 2003
1. Future Advances. Future advances under this Loan are contingent upon bank
at all times having collateral in its control in the form of (a) cash, (b)
bonds, or (c) securities (listed on the NASDAQ or the New York Stock Exchange)
[all collectively referred to as the "Collateral"], with a market value equal to
or greater than the amount outstanding and being advanced under this Loan. In
the event the market value of Collateral falls below the outstanding balance
owed on the Loan, bank has the right to require the Securityholders identified
in the Collateral Fee and Security Agreement dated March ______, 2003 (the
"Collateral Agreement") to provide bank with additional assets (acceptable to
bank) as additional Collateral to equal the then outstanding balance of the
Loan. Such additional Collateral may be provided by Pledgors in equal proportion
to the amounts originally pledged by the Pledgors at the inception of the Loan,
in accordance with the Collateral Agreement, or the Pledgors may agree to an
alternative proportional arrangement, as long as the total market value of the
Collateral equals or exceeds the outstanding balance of the Loan. No advances
will be made when such Collateral value does not equal or exceed the total
amount of the Loan, plus the amount being requested.
2. Event of Default. Failure to provide sufficient Collateral within five days
of receipt of notice from bank constitutes a default under the terms of the
Loan, provided the notice period will be reduced to two days in the event the
market value of the Collateral is less than 90% of the outstanding balance of
the Loan, and to one day in the event the market value of Collateral is less
than 80% of the outstanding balance of the Loan.
Catalyst International, Inc.
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx, President & CEO
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, Exec. Vice President & CFO
