PROMISSORY NOTE
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Principal Loan Date Maturity Loan No.
$100,000.00 11-25-1997 11-25-2002 1500025467
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Call Collateral Account Officer Initials
0700 207
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References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
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Borrower: New America Network, Inc. Lender: FIRST WASHINGTON STATE BANK
000 Xx. 000 XXXX - XXXXXXX
Xxxxxxxxx, XX 00000 Rt 000 & Xxxx Xxxxxx
P.O. Box 500
Windsor, NJ 08561
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Principal Amount: Initial Rate: Date of Note:
$100,000.00 9.500% November 25, 1997
PROMISE TO PAY. New America Network, Inc. ("Borrower") promises to pay to
FIRST WASHINGTON STATE BANK ("Lender"), or order, in lawful money of the
United States of America, the principal amount of One Hundred Thousand &
00/100 Dollars ($100,000.00), together with interest on the unpaid principal
balance from November 25, 1997, until paid in full, together with all
applicable fees and expenses.
PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in 59 principal payments of $1,666.66 each and one
final principal and interest payment of $1,680.51. Xxxxxxxx's first principal
payment is due December 25, 1997, and all subsequent principal payments are
due on the same day of each month after that. In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment
date. Xxxxxxxx's first interest payment is due December 25, 1997, and all
subsequent interest payments are due on the same day of each month after that.
Xxxxxxxx's final payment due November 25, 2002, will be for all principal,
accrued interest, and all other applicable fees and expenses, if any, not yet
paid. Interest on this Note is computed on a 365/365 simple interest basis;
that is, by applying the ratio of the annual interest rate over the number of
days in a year, multiplied by the outstanding principal balance, multiplied by
the actual number of days the principal balance is outstanding. Borrower will
pay Lender at Xxxxxx's address shown above or at such other place as Lender
may designate in writing. Unless otherwise agreed or required by applicable
law, payments will be applied first to accrued unpaid interest, then to
principal, and any remaining amount to any unpaid collection costs and late
charges.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an index which is Xxxxxx's Prime Rate
(the "Index"). This is the rate of interest announced from time to time by
Lender as its "Prime Rate" or "Prime Lending Rate." This rate of interest is
determined from time to time by Lender as a means of pricing some loans to its
customers, and it is neither tied to any external rate of interest or index
nor does it necessarily reflect the lowest rate of interest actually charged
by Lender to any particular class or category of customers of Lender. Lender
will tell Borrower the current index rate upon Xxxxxxxx's request. Borrower
understands that lender may make loans based on other rates as well. The
interest rate change will not occur more often than each day. The Index
currently is a 8.500% per annum. The interest rate to be applied to the unpaid
principal balance of this Note will be at a rate of 1.000 percentage point
over the Index, resulting in an initial rate of 9.500% per annum. NOTICE:
Under no circumstances will the interest rate on this Note be more than the
maximum rate allowed by applicable law.
PREPAYMENT. Xxxxxxxx agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject to
refund upon early payment (whether voluntary or as a result of default),
except as otherwise required by law. Except for the foregoing, Borrower may
pay without penalty all or a portion of the amount owed earlier than it is
due. Early payments will not, unless agreed to by Xxxxxx in writing, relieve
Xxxxxxxx of Xxxxxxxx's obligation to continue to make payments under the
payment schedule. Rather, they will reduce the principal balance due and may
result in Borrower making fewer payments.
DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform
when due any other term, obligation, covenant, or condition contained in this
Note or any agreement related to this Note, or in any other agreement or loan
Borrower has with Lender. (c) Borrower defaults under any loan, extension of
credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially affect
any of Borrower's property or Borrower's ability to repay this Note or perform
Borrower's obligations under this Note or any of the Related Documents. (d)
Any representation or statement made or furnished to Lender by Borrower or on
Xxxxxxxx's behalf is false or misleading in any material respect either now or
at the time made or furnished. (e) Xxxxxxxx becomes insolvent, a receiver is
appointed for any part of Xxxxxxxx's property, Borrower make an assignment for
the benefit of creditors, or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any creditor
tries to take any of Xxxxxxxx's property on or in which Xxxxxx has a lien or
security interest. This includes a garnishment of or levy on any of Xxxxxxxx's
accounts with Xxxxxx. (g) Any guarantor dies or any of the other events
described in this default section occurs with respect to any guarantor of this
Note. (h) A material adverse change occurs in Borrower's financial condition,
or Xxxxxx believes the prospect of payment or
performance of the indebtedness is impaired. (i) Lender in good xxxxx
xxxxx itself insecure.
If any default, other than a default in payment, is curable and if Borrower
has not been given a notice of a breach of the same provision of this Note
within the preceding twelve (12) months, it may be cured (and no event of
default will have occurred) if Borrower, after receiving written notice from
Lender demanding cure of such default: (a) cures the default within thirty
(30) days; or (b) if the cure requires more than thirty (30) days, immediately
initiates steps which Lender deems in Xxxxxx's sole discretion to be
sufficient to cure the default and thereafter continues and completes all
reasonable and necessary steps sufficient to produce compliance as soon as
reasonably practical.
LENDER'S RIGHTS. Upon default, Xxxxxx may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then borrower will pay that amount. Lender may hire or pay someone
else to help collect this Note if Borrower does not pay. Xxxxxxxx also will
pay Lender that amount. This includes, subject to any limits under applicable
law, Xxxxxx's attorneys' fees and Xxxxxx's legal expenses whether or not there
is a lawsuit, including attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or
injunction), appeals, and any anticipated post-judgment collection services.
If not prohibited by applicable law, Xxxxxxxx also will pay any court costs,
in addition to all other sums provided by law. This Note has been delivered to
Lender and accepted by Lender in the State of New Jersey. If there is a
lawsuit, Xxxxxxxx agrees upon Xxxxxx's request to submit to the jurisdiction
of the courts of Xxxxxx County, the State of New Jersey. Xxxxxx and Xxxxxxxx
hereby waive the right to any jury trial in any action, proceeding, or
counterclaim brought by either Xxxxxx or Borrower against the other. This Note
shall be governed by and construed in accordance with the laws of the State of
New Jersey.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $28.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.
RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Xxxxxxxx's accounts
with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all
accounts Borrower may open in the future, excluding however all IRA and Xxxxx
accounts, and all trust accounts for which the grant of a security interest
would be prohibited by law. Borrower authorizes Xxxxxx, to the extent
permitted by applicable law, to charge or setoff all sums owing on this Note
against any and all such accounts.
COLLATERAL. This Note is secured by a third mortgage on premises located at
000 Xx 000, Xxxxxxxxxx, Xxx Xxxxxx together with all business assets.
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights
or remedies under this Note without losing them. Borrower and any other
person who signs, guarantees or endorses this Note, to the extent allowed
by law, waive presentment, demand for payment, protest and notice of
dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan, or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect
Xxxxxx's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All
such parties also agree that Xxxxxx may modify this loan without the
consent of or notice to anyone other than the party with whom the modification
is made.
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PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. XXXXXXXX AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE
NOTE.
BORROWER:
New America Network, Inc.
By:____________________________ By:___________________________
Xxxxxx X. Xxxx, President Xxxxx Xxxx, Secretary
