EXHIBIT 10.8
MASTER SECURITY AGREEMENT
dated as of 11/16/00 ("Agreement")
THIS AGREEMENT is between General Electric Capital Corporation (together with
its successors and assigns, if any, "Secured Party") and National Home Centers
Inc. ("Debtor"). Secured Party has an office at 00 Xxx Xxxxxxxxx Xxxx. Xxxxxxx,
XX 00000. Debtor is a corporation organized and existing under the laws of the
state of Arkansas. Debtor's mailing address and chief place of business is
Xxxxxxx 000 X., Xxxxxxxxxx, XX 00000.
1. CREATION OF SECURITY INTEREST.
Debtor grants to Secured Party, its successors and assigns, a security
interest in and against all property listed on any collateral schedule now or in
the future annexed to or made a part of this Agreement ("Collateral Schedule"),
and in and against all additions, attachments, accessories and accessions to
such property, all substitutions, replacements or exchanges therefor, and all
insurance and/or other proceeds thereof (all such property is individually and
collectively called the "Collateral"). This security interest is given to secure
the payment and performance of all debts, obligations and liabilities of any
kind whatsoever of Debtor to Secured Party, now existing or arising in the
future, including but not limited to the payment and performance of certain
Promissory Notes from time to time identified on any Collateral Schedule
(collectively"Notes" and each a "Note"), and any renewals, extensions and
modifications of such debts, obligations and liabilities (such Notes, debts,
obligations aml liabilities are called the"lndebtedness"). Notwithstanding
anything to the contrary contained in this Agreement, to the extent that Secured
Party asserts a purchase money security interest in any items ot Collateral
("PMSI Collateral"): (i) the PMSI Collateral shall secure only that portion of
the Indebtedness which has been advanced by Secured Party to enable Debtor to
purchase, or acquire rights in or the use of such PMSI Collateral (the "PMSI
Indebtedness"), and (ii) no other Collateral shall secure the PMSI Indebtedness.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.
Debtor represents, warrants and covenants as of the date of this Agreement and
as of the date of each Collateral Schedule that:
(a) Debtor is, and will remain, duly organized, existing and in good standing
under the laws of the State set forth in the preamble of this Agreement, has its
chief executive offices at the location specified in the preamble, and is, and
will remain, duly qualified and licensed in every jurisdiction wherever
necessary to carry on its business and operations;
(b) Debtor has adequate power and capacity to enter into, and to perform its
obligations under this Agreement, each Note and any other documents evidencing,
or given in connection with, any of the Indebtedness (all of the foregoing are
called the "Debt Documents");
(c) This Agreement and the other Debt Documents have been duly authorized,
executed and delivered by Debtor and constitute legal, valid and binding
agreements enforceable in accordance with their terms, except to the extent that
the enforcement of remedies may be limited under applicable bankruptcy and
insolvency laws;
(d) No approval, consent or withholding of objections is required trom any
governmental authority or instrumentality with respect to the entry into, or
performance by Debtor of any of the Debt Documents, except any already obtained;
(e) The entry into, and perforrnance by, Debtor of the Debt Documents will
not (i) violate any of the organizational documents of Debtor or any judgment,
order, law or regulation applicable to Debtor, or (ii) result in any breach of
or constitute a default under any contract to which Debtor is a party, or result
in the creation of any lien, claim or encumbrance on any of Debtor's property
(except for liens in favor of Secured Party) pursuant to any
indenture, mortgage, deed of trust, bank loan, credit agreement, or other
agreement or instrument to which Debtor is a party;
(f) There are no suits or proceedings pending in court or before any
commission, board or other administrative agency against or affecting Debtor
which could, in the aggregate, have a material adverse effect on Debtor, its
business or operations, or its abiiihy to perform its obligations under the Debt
Documents, nor does Debtor have reason to believe that any such suits or
proceedings are threatened;
(g) All financial statements delivered to Secured Party in connection with
the Indebtedness have been prepared in accordance with generally accepted
accounting principles, and since the date of the most recent financial
statement, there has been no material adverse change in Debtors financial
condition;
(h) The Collateral is not, and will not be, used by Debtor for personal,
family or household purposes;
(i) The Collateral is, and will remain, in good condition and repair and
Debtor will not be negligent in its care and use;
(j) Debtor is, and will remain, the sole and lawful owner, and in possession
of; the Collateral, and has the sole right and lawful authority to grant the
security interest described in this Agreement; and
(k) The Collateral is, and will remain, free and clear of all liens, claims
and encumbrances of any kind whatsoever, except for (i) liens in favor of
Secured Party, (ii) liens for taxes not yet due or for taxes being contested in
good faith and which do not involve, in the judgment of Secured Party, any risk
of the sale, forfeiture or loss of any of the Collateral, and (iii) inchoate
materialmen's, mechanic's, repairmen's and similar liens arising by operation of
law in the normal course of business for amounts which are not delinquent (all
of such liens are called "Permitted Liens").
3. COLLATERAL.
(a) Until the declaration of any default. Debtor shall remain in possession
of the Collateral; except that Secured Party shall have the right to possess (i)
any chattel paper or instrument that constitutes a part of the Collateral, and
(ii) any other Collateral in which Secured Party's security interest may be
perfected only by possession. Secured Party may inspect any of the Collateral
during normal business hours aftr giving Debtor reasonable prior notice. If
Secured Party asks, Debtor will promptly notify Secured Party in writing of the
location of any Collateral.
(b) Debtor shall (i) use the Collateral only in its trade or business, (ii)
maintain all of the Collateral in good operating order and repair, normal wear
and tear excepted, (iii) use and maintain the Collateral only in compliance with
manufacturers recommendations and all applicable laws, and (iv) keep all of the
collateral free and clear of all liens, claims and encumbrances (except for
Permitted Liens).
(c) Debtor shall not, without the prior written consent of Secured Party, (i)
part with possession of any of the Collateral (except to Seeured Party or for
maintenance and repair), (ii) remove any of the Collateral from the continental
United States, or (iii) sell, rent, lease, mortgage, grant a security interest
in or otherwise transfer or encumber (except for Permitted Liens) any of the
Collateral.
(d) Debtor shall pay promptly when due all taxes, license fees, assessments
and public and private charges levied or assessed on any of the Collateral, on
its use, or on this Agreement or any of the other Debt Documents. At its option,
Secured Party may discharge taxes, liens, security interests or other
encumbrances at any time levied or placed on the Collateral and may pay for the
maintenance, insurance and preservation of the Collateral and effect compliance
with the temms of this Agreement or any of the other Debt Documents. Debtor
agrees to reimburse Secured Party, on demand. all costs and expenses incurred by
Secured Party in connection with such payment or perfommance and agrees that
such reimbursement obligation shall constitute Indebtedness.
(e) Debtor shall, at all times, keep accurate and complete records of the
Collateral, and Secured Party shall have the right to inspect and make copies of
all of Debtor's books and records relating to the Collateral during normal
business hours, after giving Debtor reasonable prior notice.
(f) Debtor agrees and acknowledges that any third person who may at any time
possess all or any portion of the Collateral shall be deemed to hold, and shall
hold, the Collateral as the agent of and as pledge holder for, Secured Party.
Secured Party may at any time give notice to any third person described in the
preceding sentence that such third person is holding the Collateral as the agent
of, and as pledge holder for, the Secured Party.
4. INSURANCE.
(a) Debtor shall at all times bear the entire risk of any loss, theft,
damage to, or destruction of any of the Collateral from any cause whatsoever
(b) Debtor agrees to keep the Collateral insured against loss or damage by
fire and extended coverage perils, theft. burglary, and for any or all
Collateral which are vehicles, for risk of loss by collision, and if requested
by Secured Party, against such other risks as Secured Party may reasonably
require. The insurance coverage shall be in an amount no less than the full
replacement value of the Collateral, and deductible amounts, insurers and
policies shall be acceptable to Secured Party. Debtor shall deliver to Secured
Party policies or certificates of insurance evidencing such coverage. Each
policy shall name Secured Party as a loss payee, shall provide for coverage to
Secured Party regardless of the breach by Debtor of any warranty or
representation made therein, shall not be subject to co-insurance, and shall
provide that coverage may not be canceled or altered by the insurer except upon
thirty (30) days prior written notice to Secured Party. Debtor appoints Secured
Party as its attorney-in-fact to make proof of loss, claim for insurance and
adjustments with insurers, and to receive payment of and execute or endorse all
documents, checks or drafts in connection with insurance payments. Secured Party
shall not act as Debtors attorney-in-fact unless Debtor is in default. Proceeds
of insurance shall be applied, at the option of Secured Party, to repair or
replace the Collateral or to reduce any of the Indebtedness.
5. REPORTS.
(a) Debtor shall promptly notify Secured Party of (i) any change in the name
of Debtor, (ii) any relocation of its chief executive offces, (iii) any
relocation of any of the Collateral, (iv) any of the Collateral being lost,
stolen, missing, destroyed, materially damaged or worn out, or (v) any lien,
claim or encumbrance other than Pemmitted Liens attaching to or being made
against any of the Collateral.
(b) Debtor will deliver to Secured Party Debtors complete financial
statements, certified by a recognized firm of certified public accountants,
within ninety (90) days of the close of each fiscal year of Debtor. If Secured
Party requests, Debtor will deliver to Secured Party copies of Debtors quarterly
financial reports certified by Debtors chief financial officer, within ninety
(90) days after the close of each of Debtors fiscal quarter. Debtor will deliver
to Secured Party copies of all Forms 10-K and 10-Q, if any, within 30 days after
the dates on which they are filed with the Securities and Exchange Commission.
6. FURTHER ASSURANCES.
(a) Debtor shall, upon request of Secured Party, furnish to Secured Party
such further information, execute and deliver to Secured Party such documents
and instruments (including, without limitation, Uniform Commercial Code
financing statements) and shall do such other acts and things as Secured Party
may at any time reasonably request relating to the perfection or protection of
the security interest created by this Agreement or for the purpose of carrying
out the intent of this Agreement. Without limiting the foregoing, Debtor shall
cooperate and do all acts deemed necessary or advisable by Secured Party to
continue in Secured Party a perfected first security interest in the Collateral,
and shall obtain and furnish to Secured Party any subordinations, releases,
landlord, lessor, or mortgagee waivers, and similar documents as may be from
time to time requested by, and in form and substance satisfactory to, Secured
Party.
(b) Debtor irrevocably grants to Secured Party the power to sign Debtor's
name and generally to act on behalf of Debtor to execute and file applications
for title, transfers of title, financing statements, notices of lien and other
documents pertaining to any or all of the Collateral; this power is coupled with
Secured Party's interest in the Collateral. Debtor shall, if any certificate of
title be required or permitted by law for any of the Collateral, obtain and
promptly deliver to Secured Party such certificate showing the lien of this
Agreement with respect to the Collateral.
(c) Debtor shall indemnify and defend the Secured Party, its successors and
assigns, and their respective directors, officers and employees, from and
against all claims, actions and suits (including, without limitation, related
attorneys' fees) of any kind whatsoever arising, directly or indirectly, in
connection with any of the Collateral.
7. DEFAULT AND REMEDIES.
(a) Debtor shall be in default under this Agreement and each of the other
Debt Documents if:
(i) Debtor breaches its obligation to pay when due any installment or
other amount due or coming due under any of the Debt Documents;
(ii) Debtor, without the prior written consent of Secured Party,
attempts to or does sell, rent, lease, mortgage, grant a security interest in,
or otherwise transfer or encumber (except for Permitted Liens) any of the
Collateral;
(iii) Debtor breaches any of its insurance obligations under Section 4;
(iv) Debtor breaches any of its other obligations under any of the Debt
Documents and fails to cure that breach within thirty (30) days after written
notice from Secured Party;
(v) Any warranty, representation or statement made by Debtor in any of
the Debt Documents or otherwise in connection with any of the Indebtedness shall
be false or misleading in any material respect;
(vi) Any of the Collateral is subjected to attachment, execution, levy,
seizure or confiscation in any legal proceeding or otherwise, or if any legal or
administrative proceeding is commenced against Debtor or any of the Collateral
which in the good faith judgment of Secured Party subjects any of the Collateral
to a material risk of attachment. execution, levy, seizure or confiscation and
no bond is posted or protective order obtained to negate such risk;
(vii) Debtor breaches or is in default under any other agreement between
Debtor and Secured Party;
(viii) Debtor or any guarantor or other obligor for any of the
Indebtedness (collectively"Guarantor") dissolves, terminates its existence,
becomes insolvent or ceases to do business as a going concern;
(ix) If Debtor or any Guarantor is a natural person, Debtor or any such
Guarantor dies or becomes incompetent;
(x) A receiver is appointed for all or of any part of the property of
Debtor or any Guarantor. or Debtor or any Guarantor makes any assignment for the
benefit of creditors. or
(xi) Debtor or any Guarantor files a petition under any bankruptcy,
insolvency or similar law, or any such petition is filed against Debtor or any
Guarantor and is not dismissed within forty-five (45) days.
(b) If Debtor is in default, the Secured Party, at its option, may declare
any or all of the Indebtedness to be immediately due and payable, without demand
or notice to Debtor or any Guarantor. The accelerated obligations and
liabilities shall bear interest (both before and after any judgment) until paid
in full at the lower of eighteen percent (18%) per annum or the maximum rate not
prohibited by applicable law.
(c) After default, Secured Party shall have all of the rights and remedies of
a Secured Pany under the Uniform Commercial Code, and under any other applicable
law Without limiting the foregoing, Secured Party shall have the right to (i)
notify any account debtor of Debtor or any obligor on any instrument which
constitutes part of the Collateral to make payment to the Secured Party, (ii)
with or without legal process, enter any premises where the Collateral may be
and take possession of and remove the Collateral from the premises or store it
on the premises, (iii) sell the Collateral at public or private sale, in whole
or in part, and have the right to bid and purchase at said sale, or (iv) lease
or otherwise dispose of all or part of the Collateral, applying proceeds from
such disposition to the obligations then in default. If requested by Secured
Pany, Debtor shall promptly assemble the Collateral and make it available to
Secured Party at a place to be designated by Secured Party which is reasonably
convenient to both parties. Secured Party, may also render any or all of the
Collateral unusable at the Debtor's premises and may dispose of such Collateral
on such premises without liability for rent or costs. Any notice that Secured
Party is required to give to Debtor under the Uniform Commercial Code of the
time and place of any public sale or the time after which any private sale or
other intended disposition of the Collateral is to be made shall be deemed to
constitute reasonable notice if such notice is given to the last known address
of Debtor at least five (5) days prior to such action.
(d) Proceeds from any sale or lease or other disposition shall be applied:
first, to all costs of repossession, storage, and disposition including without
limitation attorneys', appraisers', and auctioneers' fees; second, to discharge
the obligations then in default; third, to discharge any other Indebtedness of
Debtor to Secured Party, whether as obligor, endorser, guarantor, surety or
indemnitor; fourth, to expenses incurred in paying or settling liens and claims
against the Collateral; and lastly, to Debtor, if there exists any surplus.
Debtor shall remain fully liable for any deficiency.
(e) Debtor agrees to pay all reasonable attorneys' fees and other costs
incurred by Secured Party in connection with the enforcement, assertion, defense
or preservation of Secured Party's rights and remedies under this Agreement, or
if prohibited by law, such lesser sum as may be pemmitted. Debtor further agrees
that such fees and costs shall constitute Indebtedness.
(f) Secured Party's rights and remedies under this Agreement or otherwise
arising are cumulative and may be exercised singularly or concurrently. Neither
the failure nor any delay on the part of the Secured Party to exercise any
right, power or privilege under this Agreement shall operate as a waiver, nor
shall any single or partial exercise of any right, power or privilege preclude
any other or further exercise of that or any other right, power or privilege.
SECURED PARTY SHALL NOT BE DEEMED TO HAVE WAIVED ANY OF ITS RIGHTS UNDER THIS
AGREEMENT OR UNDER ANY OTHER AGREEMENT, INSTRUMENT OR PAPER SIGNED BY DEBTOR
UNLESS SUCH WAIVER IS EXPRESSED IN WRITING AND SIGNED BY SECURED PARTY. A waiver
on any one occasion shall not be construed as a bar to or waiver of any right or
remedy on any future occasion.
(g) DEBTOR AND SECURED PARTY UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OE ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS, ANY OF THE INDEBTEDNESS SECURED
HEREBY, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY RELATING TO THE SUBJECT
MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP
THAT IS BEING ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE
FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY OTHER
DEBT DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION OR ANY RELATED TRANSACTION. THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.
8. MISCELLANEOUS.
(a) This Agreement, any Note and/or any of the other Debt Documents may be
assigned, in whole or in pan, by Secured Pany without notice to Debtor, and
Debtor agrees not to assert against any such assignee, or assignee's
assigns, any defense, set-off, recoupment claim or counterclaim which
Debtor has or may at any time have against Secured Party for any reason
whatsoever. Debtor agrees that if Debtor receives written notice of an
assignment from Secured Party, Debtor will pay all amounts payable under
any assigned Debt Documents to such sent by regular, registered or
certified mail. As used herein, the term "business day" shall mean and
include any day other than Saturdays, Sundays, or other days on which
commercial banks in New York, New York are required or authorized to be
closed.
(b) All notices to be given in connection with this agreement shall be in
writing, shall be addressed to the parties at their respective addresses
set forth in this Agreement (unless and until a different address may be
specified in a written notice to the other party), and shall be deemed
given (i) on the date of receipt if delivered in hand or by facsimile
transmission, (ii) on the next business day after being sent by express
mail, and (iii) on the fourth business day after being sent by regular,
registered or certified mail. As used herein, the term "business day"
shall mean and include any day other than Saturdays, Sundays, or other days
on which commercial banks in New York, New York are required or authorized
to be closed.
(c) Secured Party may correct patent errors and fill in all blanks in this
Agreement or in any Collateral Schedule consistent with the agreement of
the parties.
(d) Time is of the essence of this Agreement. This Agreement shall be binding,
jointly and severally, upon all parties described as the "Debtor" and their
respective heirs, executors, representatives, successors and assigns, and
shall inure to the benefit of Secured Party, its successors and assigns.
(e) This Agreement and its Collateral Schedules constitute the entire agreement
between the parties with respect to the subject matter of this Agreement
and supersede all prior understandings (whether written, verbal or implied)
with respect to such subject matter. THIS AGREEMENT AND ITS COLLATERAL
SCHEDULES SHALL NOT BE CHANGED OR TERMINATED ORALLY OR BY COURSE OF
CONDUCT, BUT ONLY BY A WRITING SIGNED BY BOTH PARTIES. Section headings
contained in this Agreement have been included for convenience only, and
shall not affect the construction or interpretation of this Agreement.
(f) This Agreement shall continue in full force and effect until all of the
Indebtedness has been indefeasibly paid in full to Secured Party. The
surrender, upon payment or otherwise, of any Note or any of the other
documents evidencing any of the Indebtedness shall not affect the right of
Secured Party to retain the Collateral for such other Indebtedness as may
then exist or as it may be reasonably contemplated will exist in the
future. This Agreement shall automatically be reinstated if Secured Party
is ever required to return or restore the payment of all or any portion of
the Indebtedness (all as though such payment had never been made).
(g) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OFCONNECTICUT (WITHOUT REGARD TO THE CONFLICT OF
LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE EQUIPMENT.
IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally bound
hereby, have duly executed this Agreement in one or more counterparts, each of
which shall be deemed to be an original, as of the day and year first aforesaid.
SECURED PARTY
General Electric Capital Corporation
By: _________________________
Name: _______________________
Title: ________________________
DEBTOR:
National Home Centers, Inc.
By: __________________________
Name: ________________________
Title: _________________________
PROMISSORY NOTE
12/9/2000
(Date)
FOR VALUE RECEIVED, National Home Centers Inc. a corporation located at the
address stated below ("Maker") promises, jointly and severally if more than one,
to pay to the order of General Electric Capital Corporation or any subsequent
holder hereof (each, a "Payee") at its office located at 00 Xxx Xxxxxxxxx Xxxx,
Xxxxxxx, XX 00000 or at such other place as Payee or the holder hereof may
designate, the principal sum of Seventy-two thousand three hundred sixty and
00/100 Dollars ($72,360.00), with interest on the unpaid principal balance, from
the date hereof through and including dates of payment, at a floating per annum
simple interest rate ("Contract Rate") as hereinafter calculated.
Until the Option to Convert(as defined below) is exercised, the Contract Rate
for a given period (the "Effective Period") shall be equal to the sum of (i) Two
and 58/100 percent (2.58%) per annum plus (ii) a variable per annum interest
rate ("Current CPR") which shall be equal to the rate listed for "1-Month"
Commercial Paper under the column indicating an average rate for the second
calendar month preceding the month in which the Effective Period ends, as stated
in the Federal Reserve Statistical Release H.15 (519) published in the calendar
month preceding the month in which the Eftective Period ends. The first
Effective Period shall begin on the date hereof, and shall continue through the
earlier of (w) the date the first Periodic Installment (or part thereof) is
received by Payee and (x) the date on which the first Periodic Installment is
due. Each subsequent Effective Period shall begin on the day after the last day
of the previous Effective Period and shall continue through the earlier of (y)
the date the earliest due and unpaid Periodic Installment (or part thereof) is
received by Payee and (z) the date on which the next Periodic Installment is due
after the beginning of the current Effective Period."lf, for any reason
whatsoever, the Federal Reserve Statistical Rclease H. 15 (519) is no longer
published, the Current CPR shall be equal to the latest Commercial Paper Rate
for high grade unsecured notes of 30 days maturity sold through dealers by major
corporations in multiples of $1,000, as indicated in the "Money Rates" column of
the Wall Street Journal, Eastern Edition, published on the first Business Day of
the calendar month in which the Effective Period ends. As used herein, the term
"Business Day" shall mean and include any calendar day other than a day on which
all commercial banks in the City of New York, New York are required or
authorized to be closed.
So long as no default exists hereunder and all of the terms and conditions of
this Note are fulfilled, Maker may elect to convert (the "Option to Convert")
the Contract Rate to a fixed per annum simple interest rate as of any date on
which a Periodic Installment is due upon at least 30 but no more than 60 days
prior written notice (the "Notice Date") to Payee accompanied by a Conversion
Fee of $500.00. The notice shall be irrevocable and shall be sent to the
attention of Payee's Business Center Manager, 00 Xxx Xxxxxxxxx Xxxx, Xxxxxxx, XX
00000-0000. Such notice shall state the due date of a Periodic Installment on
which Makcr elects the fixed Contract Rate to apply. Maker shall pay to Payee,
if necessary, prior to the effective date of the fixed Contract Rate, an
additional sum sufficient to amortize the unpaid principal over the balance of
the original term hereof at the Contract Rate applicable for the first Periodic
Installment. If Maker elects to exercise this Option to Convert, the fixed
Contract Rate shall be equal to the sum of
(i) Three and 29/100 percent (3.29%) per annum plus
(ii) the applicable Current Rate (as defined below):
(a) If there are eighteen ( 18) months or less remaining before the Final
Installment of this Note is due, the "Current Rate" shall be the per annum
interest rate listed tor " 1 -Year" Treasury, constant maturity, under the
column indicating an average rate as stated in the Federal Reserve Statistical
Release H. 15 (519) for the second calendar month preceding the calendar month
in which the fixed Contract Rate will be effective. If, for any reason
whatsoever, the Federal Reserve Statistical Release H.15 (519) is no longer
published, the Current Rate shall be equal to the latest annualized interest
rate for "one year" U.S. Treasury Bills as reported by the Federal Reserve Board
on a weekly-average basis, adjusted for constant maturity as indicated in the
"Money Rates" column of the Wall Street Journal, Eastern Edition, published on
the first Business Day of the calendar month preceding the month in which the
fixed Contract Rate will be effective.
(b) If there are more than eighteen ( 18) but forty-two (42) months or less
remaining before the Final Installment of this Note is due, the "Current Rate"
shall be detemmined in the same manner as noted in subparagraph (a) above except
it shall be based upon the rate listed for "2-Year" Treasury bills.
(c) If there are more than forty-two (42) but sixty (60) months or less
remaining before the Final Installment of this Note is due, the "Current Rate"
shall be determined in the same manner as noted in subparagraph (a) above except
it shall be based upon the rate listed for "3-Year" Treasury bills.
(d) [f there are more than sixty (60) but eighty-four (84) months or less
remaining before the Final Installment of this Note is due, the "Current Rate"
shall be determined in the same manner as noted in subparagraph (a) above except
it shall be based upon the average rate listed tor "3-Year" Treasury bills and
"5-Year" Treasury Bills.
(e) If there are more than eighty-four (84) but one hundred twenty ( 120) months
or less remaining before the Final Installment of this Note is due, thc "Current
Rate" shall be determined in the same manner as noted in subparagraph (a) above
except it shall be based upon the rate listed tor "5-Year'' Treasury bills.
Subject to the other provisions hereof, the principal and interest on this Note
is payable in lawtul money of the United States in Thirty-six (36) consecutive
monthly installments as follows:
Periodic Amount
Installment ------
-----------
1-35@ $2,312.67
each ("Periodic Installment") and a final installment which shall be in the
amount of the total outstanding unpaid principal and interest. The first
Periodic Installment shall be due and payable on 2/1/2001 and the following
Periodic Installments shall be due and payable on the same day of each
succeeding period (each, a "Payment Date"). All payments shall be applied first
to interest and then to principal. The acceptance by Payee of any payment which
is less than payment in full of all amounts due and owing at such time shall not
constitute a waiver of Payee's right to receive payment in full at such time or
at any prior or subsequent time. Interest shall be calculated on the basis of a
365 day year (366 day leap year) and will be charged at the Contract Rate for
each calendar day on which any principal is outstanding.
The amount and number of the Periodic Installments will not change with
fluctuations in the Contract Rate. Any increase in the Contract Rate shall be
reflected by a corresponding decrease in the portion of the Periodic Installment
credited to the remaining unpaid principal balance. Any decrease in the Contract
Rate shall be reflected as a corresponding increase in the portion of the
Periodic Installment credited to thc remaining unpaid principal balance.
Notwithstanding the foregoing, at the end of each three (3) month period
commencing with the first Payment Date hereof, Maker agrees to pay to Payee
forthwith an additional sum ("Quarterly Payment") sufficient to amortize the
unpaid principal over the balance of the original temm hereof at the Contract
Rate applicable for the first Periodic Installment.
If, and for so long as, the amount of interest due exceeds the amount of the
Periodic Installment, Maker agrees to pay forthwith, in addition to (i) any
Periodic Installment then due and (ii) any Quarterly Payment, the amount by
which said interest exceeds thc Periodic Installment. In the event interest only
is required to be paid during any period, the interest for such period shall be
due and payable monthly as it accrues and shall be calculated on the unpaid
principal balance existing at the commencement of such period.
The Maker hereby expressly authorizes the Payee to insert the date value is
actually given in the blank space on thc face hereof and on all related
documents pertaining hereto.
This Note may be secured by a security agreement, chattel mortgage, pledge
agreement or like instrument (each of which is hereinafter called a "Security
Agreement").
Time is of thc essence hereof. If any installment or any other sum due under
this Note or any Security Agreement is not received within (10) days after its
due date, thc Maker agrees to pay, in addition to the amount of each such
installment or other sum, a late payment charge of five percent (5%) of the
amount of said installment or other sum, but not exceeding any lawful maximum.
If (i) Maker fails to make payment of any amount due hereunder within (10) days
after the same becomes due and payable; or (ii) Maker is in default under, or
fails to perform under any term or condition contained in any Security
Agreement, then the entire principal sum remaining unpaid, together with all
accrued interest thereon and any other sum payable under this Note or any
Security Agreement, at the election of Payee, shall immediately become due and
payable, with interest thereon at the lesser of eighteen percent
(18%) per annum or the highest rate not prohibited by applicable law from the
date of such accelerated maturity until paid (both before and after any
judgment).
The Maker may prepay in full, but not in part, its entire indebtedness hereunder
upon payment of the entire indebtedness plus an additional sum as a premium
equal to the following percentages of the original principal balance for the
indicated period:
Prior to the first annual anniversary date of this Note: Two percent (2%)
Thereafter and prior to the second annual anniversary date of this Note: Zero percent(0%)
Thereafter and prior to the third annual anniversary date of this Note: Zero percent(0%)
and zero percent (0%) thereafter, plus all other sums due hereunder or under any
Security Agreement.
It is the intention of the parties hereto to comply with the applicable usury
laws; accordingly, it is agreed that, notwithstanding any provision to the
contrary in this Note or any Security Agreement, in no event shall this Note or
any Security Agreement require the payment or permit the collection of interest
in excess of the maximum amount permitted by applicable law. If any such excess
interest is contracted for, charged or received under this Note or any Security
Agreement, or if all of the principal balance shall be prepaid, so that under
any of such circumstances the amount of interest contracted for, charged or
received under this Note or any Security Agreement on the principal balance
shall exceed the maximum amount of interest permitted by applicable law, then in
such event (a) the provisions of this paragraph shall govern and control, (b)
neither Maker nor any other person or entity now or hereafter liable for the
payment hereof shall be obligated to pay the amount of such interest to the
extent that it is in excess of the maximum amount of interest pemmitted by
applicable law, (c) any such excess which may have been collected shall be
either applied as a credit against the then unpaid principal balance or refunded
to Maker, at the option of the Payee, and (d) the effective rate of interest
shall be automatically reduced to the maximum lawful contract rate allowed under
applicable law as now or hereafter construed by the courts having jurisdiction
thereof it is further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged or received under
this Note or any Security Agreement which are made for the purpose of
determining whether such rate exceeds the maximum lawful contract rate, shall be
made, to the extent permitted by applicable law, by amortizing, prorating,
allocating and spreading in equal parts during the period of the full stated
term of the indebtedness evidenced hereby, all interest at any time contracted
for, charged or received from Maker or otherwise by Payee in connection with
such indebtedness; provided, however, that if any applicable state law is
amended or the law of the United States of America preempts any applicable state
law, so that it becomes lawful for the Payee to receive a greater interest per
annum rate than is presently allowed, the Maker agrees that, on the effective
date of such amendment or preemption, as the case may be, the lawful maximum
hereunder shall be increased to the maximum interest per annum rate allowed by
the amended state law or the law of the United States of America.
The Maker and all sureties, endorsers, guarantors or any others (each such
person, other than the Maker, an"Obligor") who may at any time become liable for
the payment hereof jointly and severally consent hereby to any and all
extensions of time, renewals, waivers or modifications of; and all substitutions
or releases of; security or of any party primarily or secondarily liable on this
Note or any Security Agreement or any term and provision of either, which may be
made, granted or consented to by Payee, and agree that suit may be brought and
maintained against any one or more of them, at the election of Payee without
joinder of any other as a party thereto, and that Payee shall not be required
first to foreclose, proceed against, or exhaust any security hereof in order to
enforce payment of this Note. The Maker and each Obligor hereby waives
presentment, demand for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, and all other notices in connection herewith, as
well as filing of suit (if pemmitted by law) and diligence in collecting this
Note or enforcing any of the security hereof; and agrees to pay (if permitted by
law) all expenses incurred in collection, including Payee's actual attorneys'
fees. Maker and each Obligor agrees that fees not in excess of twenty percent
(20%) of the amount then due shall be deemed reasonable.
THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RlGHTS TO A JURY TRIAL OF ANY CLALM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS
NOTE, ANY OF TIIE RELATED DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER AND PAYEE. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS.) THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, ANY RELATED DOCUMENTS, OR
TO ANY
OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED
TRANSACTION. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.
This Note and any Security Agreement constitute the entire agreement of the
Maker and Payee with respect to the subject matter hereof and supercedes all
prior understandings, agreements and representations, express or implied.
No variation or modification of this Note, or any waiver of any of its
provisions or conditions, shall be valid unless in writing and signed by an
authorized representative of Make and Payee. Any such waiver, consent,
modification or change shall be effective only in the specified instance and for
the specific purpose given.
Any provision in this Note or any Security Agreement which is in conflict with
any statute, law or applicable rule shall be deemed omitted, modified, or
altered to conform thereto.
National Home Centers, Inc.
________________________ By:___________________________
Witness
________________________ Name:_________________________
Print Name
________________________ Title: _______________________
Address
Federal Tax ID#:000000000
Address: Xxxxxxx 000 X., Xxxxxxxxxx, Xxxxxxxxxx Xxxxxx, XX 00000
PROMISSORY NOTE
11/16/2000
(Date)
FOR VALUE RECEIVED, National Home Centers Inc. located at the address stated
below ("Maker") promises, jointly and severally if more than one, to pay to the
order of General Electric Capital Corporation or any subsequent holder hereof
(each, a "Payee") at its office located at 00 Xxx Xxxxxxxxx Xxxx, Xxxxxxx, XX
00000 or at such other place as Payee or the holder hereof may designate, the
principal sum of Four hundred twenty-five thousand seven hundred ninety and
00/t00 Dollars ($425,790.00), with interest on the unpaid principal balance,
from the date hereof through and including dates of payment, at a floating per
annum simple interest rate ("Contract Rate") as hereinafter calculated.
Until the Option to Convert (as defined below) is exercised, the Contract Rate
for a given period (the "Effective Period") shall be equal to the sum of (i)
Three and 38/100 percent (3.38%) per annum plus (ii) a variable per annum
interest rate ("Current CPR") which shall be equal to the rate listed for " 1 -
Month" Commercial Paper under the column indicating an average rate for thc
second calendar month preceding the month in which the Effective Period ends, as
stated in the Federal Reserve Statistical Release H.15 (519) published in the
calendar month preceding the month in which the Etfective Period ends. The first
Effective Period shall begin on the date hereof, and shall continue through the
earlier of (w) the date the first Periodic Installment (or part thereof) is
received by Payee and (x) the date on which the first Periodic Installment is
due. Each subsequent Effective Period shall begin on the day after the last day
of the previous Effective Period and shall continue through the earlier of (y)
the date the earliest due and unpaid Periodic Installment (or part thereof) is
received by Payee and (z) the date on which the next Periodic Installment is due
after the beginning of the current Effective Period."If, for any reason
whatsoever, the Federal Reserve Statistical Release H.15 (519) is no longer
published, the Current CPR shall be equal to the latest Commercial Paper Rate
for high grade unsecured notes of 30 days maturity sold through dealers by major
corporations in multiples of $ 1,000, as indicated in the "Money Rates" column
of the Wall Street Joumal, Eastern Edition, published on the first Business Day
of the calendar month in which the Effective Period ends As used herein, the
term "Business Day" shall mean and include any calendar day other than a day on
which all commercial banks in the City of New York, New York are required or
authorized to be closed.
So long as no default exists hereunder and all of the terms and conditions of
this Note are fulfilled, Maker may elect to convert (the "Option to Convert")
the Contract Rate to a fixed per annum simple interest rate as of any date on
which a Periodic Installment is due upon at least 30 but no more than 60 days
prior written notice (the "Notice Date") to Payee accompanied by a Conversion
Fee of $500.00. The notice shall be irrevocable and shall be sent to the
attention of Payee's Business Center Manager, 00 Xxx Xxxxxxxxx Xxxx, Xxxxxxx, XX
00000-0000. Such notice shall state the due date of a Periodic Installment on
which Maker elects the fixed Contract Rate to apply. Maker shall pay to Payee,
if necessary, prior to the effective date of the fixed Contract Rate, an
additional sum sufficient to amortize the unpaid principal over the balance of
the original term hereof at the Contract Rate applicable for the first Periodic
Installment. If Maker elects to exercise this Option to Convert, the fixed
Contract Rate shall be equal to the sum of
(i) Four and 05/100 percent (4.05%) per annum plus
(ii) the applicable Current Rate (as defined below):
(a) If there are eighteen (18) months or less remaining before the Final
Installment of this Note is due, the "Current Rate" shall be the per annum
interest rate listed for " 1 -Year" Treasury, constant maturity, under the
column indicating an average rate as stated in the Federal Reserve Statistical
Release H.15 (519) for the second calendar month preceding the calendar month in
which the fixed Contract Rate will be effective. If, for any reason whatsoever,
the Federal Reserve Statistical Release H.15 (519) is no longer published, the
Current Rate shall be equal to the latest annualized interest rate for "one
year" U. S. Treasury Bills as reported by the Federal Reserve Board on a weekly-
average basis, adjusted for constant maturity as indicated in the "Money Rates"
column of the Wall Street Journal, Eastern Edition, published on the first
Business Day of the calendar month preceding the month in which the fixed
Contract Rate will be effective.
(b) If there are more than eighteen (18) but forty-two (42) months or less
remaining before the Final Installment of this Note is due, the "Current Rate"
shall be determined in the same manner as noted in subparagraph (a) above except
it shall be based upon the rate listed for "2-Year" Treasury bills.
(c) If there are more than forty-two (42) but sixty (60) months or less
remaining before the Final Installment of this Note is due, the "Current Rate"
shall be determined in the same manner as noted in subparagraph (a) above except
it shall be based upon the rate listed tor "3-Year" Treasury bills.
(d) If there are more than sixty (60) but eighty-four (84) months or less
remaining before the Final Installment of this Note is due, the "Current Rate"
shall be determined in the same manner as noted in subparagraph (a) above except
it shall be based upon the average rate listed tor "3-Year" Treasury bills and
"5-Year" Treasury Bills.
(e) If there are more than eighty-tour (84) but one hundred twenty ( 120) months
or less remaining before the Final installment of this Note is due, the "Current
Rate" shall be determined in the same manner as noted in subparagraph (a) above
except it shall be based upon the rate listed tor "5-Year" Treasury bills.
Subject to the other provisions hereof, the principal and interest on this Note
is payable in lawful money of the United States in Thirty-six (36) consecutive
monthly installments as follows:
Periodic
Installment Amount
------------ ------
1 - 35 @ $13,771.16
each ("Periodic Installment") and a final installment which shall be in the
amount of the total outstanding unpaid principal and interest. The first
Periodic Installment shall be due and payable on 01/012001 and the following
Periodic Installments shall be due and payable on the same day of each
succeeding period (each, a "Payment Date"). All payments shall be applied first
to interest and then to principal. The acceptance by Payee of any payment which
is less than payment in full of all amounts due and owing at such time shall not
constitute a waiver of Payee's right to receive payment in full at such time or
at any prior or subsequent time. Interest shall be calculated on the basis of a
365 day year (366 day leap year) and will be charged at the Contract Rate for
each calendar day on which any principal is outstanding.
The amount and number of the Periodic Installments will not change with
fluctuations in the Contract Rate. Any increase in thc Contract Rate shall be
reflected by a corresponding decrease in the portion of the Periodic Installment
credited to the remaining unpaid principal balance. Any decrease in the Contract
Rate shall be reflected as a corresponding increase in the portion of the
Periodic Installment credited to the remaining unpaid principal balance.
Notwithstanding the foregoing, at the end of each three (3) month period
commencing with the first Payment Date hereof. Maker agrees to pay to Payee
forthwith an additional sum ("Quarterly Payment") sufficient to amortize the
unpaid principal over the balance of the original term hereof at the Contract
Rate applicable tor the first Periodic Installment.
If, and for so long as, the amount of interest due exceeds the amount of the
Periodic Installment, Maker agrees to pay forthwith, in addition to (i) any
Periodic Installment then due and (ii) any Quarterly Payment, the amount by
which said interest exceeds the Periodic Installment. In the event interest only
is required to be paid during any period, the interest for such period shall be
due and payable monthly as it accrues and shall be calculated on the unpaid
principal balance existing at the commencement of such period.
The Maker hereby expressly authorizes the Payee to insert the date value is
actually given in the blank space on the face hereof and on all related
documents pertaining hereto.
This Note may bc secured by a security agreement, chattel mortgage, pledge
agreement or like instrument (each of which is hereinatler called a'Security
Agreement").
Time is of the essence hereof. If any installment or any other sum due under
this Note or any Security Agreement is not received within ten (10) days after
its due date, the Maker agrees to pay, in addition to the amount of each such
installment or other sum, a late payment charge of five percent (5%) of the
amount of said installment or other sum, but not exceeding any lawful maximum.
If (i) Maker fails to make payment of any amount due hereunder within ten ( 10)
days after the same becomes due and payable, or (ii) Maker is in default under,
or fails to perform under any term or condition contained in any Security
Agreement, then the entire principal sum remaining unpaid, together with all
accrued interest thereon and any other sum payable under this Note or any
Security Agreement. at the election of Payee, shall immediately become due and
payable, with interest thereon at the lesser of eighteen percent (18%) per annum
or the highest rate not prohibited by applicable law from the date of such
accelerated maturity until paid (both before and after any judgment).
The Maker may prepay in full, but not in part, its entire indebtedness hereunder
upon payment of the entire indebtedness plus an additional sum as a premium
equal to the following percentages of the original principal balance for the
indicated period:
Prior to the first annual anniversary date of this Note: Two percent (2%)
Thereafter and prior to the second annual anniversary date of this Note: Zero percent(0%)
Thereafter and prior to the third annual anniversary date of this Note: Zero percent(0%)
and zero percent (0%) thereafter. plus all other sums due hereunder or under any
Security Agreement.
It is the intention of the parties hereto to comply with the applicable usury
laws; accordingly, it is agreed that, notwithstanding any provision to the
contrary in this Note or any Security Agreement, in no event shall this Note or
any Security Agreement require the payment or permit the collection of interest
in excess of the maximum amount permitted by applicable law. If any such excess
interest is contracted for, charged or received under this Note or any Security
Agrcement. Or if all of the principal balance shall be prepaid, so that under
any of such circumstances the amount of interest contracted for, charged or
received under this Note or any Security Agreement on the principal balance
shall exceed the maximum amount of interest permitted by applicable law, then in
such event (a) the provisions of this paragraph shall govern and control, (b)
neither Maker nor any other person or entity now or hereafter liable for the
payment hereof shall be obligated to pay the amount of such interest to the
extent that it is in excess of the maximum amount of interest pemmitted by
applicable law, (c) any such excess which may have been collected shall be
either applied as a credit against the then unpaid principal balance or refunded
to Maker, at the option of the Payee, and (d) the effective rate of interest
shall be automatically reduced to the maximum lawful contract rate allowed under
applicable law as now or hereafter construed by the courts having jurisdiction
thereof lt is further agreed that without limitation of the foregoing, all
calculations of the rate of interest contracted tor, charged or received under
this Note or any Security Agreement which are made for the purpose of
determining whether such rate exceeds the maximum lawful contract rate, shall be
made, to the extent permitted by applicable law, by amortizing, prorating,
allocating and spreading in equal parts during the period of the full stated
term of the indebtedness evidenced hereby, all interest at any time contracted
for, charged or received from Maker or otherwise by Payee in connection with
such indebtedness; provided, however, that if any applicable state law is
amended or the law of the United States of America preempts any applicable state
law, so that it becomes lawful for the Payee to receive a greater interest per
annum rate than is presently allowed, the Maker agrees that, on the effective
date of such amendment or preemption, as the case may be, the lawful maximum
hereunder shall be increased to the maximum interest per annum rate allowed by
the amended state law or the law of the United States of America.
The Maker and all sureties, endorsers, guarantors or any others (each such
person, other than the Maker, an"Obligor") who may at any time become liable for
the payment hereof jointly and severally consent hereby to any and all
extensions of time, renewals, waivers or modifications of and all substitutions
or releases of, security or of any party primarily or secondarily liable on this
Note or any Security Agreement or any term and provision of either, which may be
made, granted or consented to by Payee, and agree that suit may be brought and
maintained against any one or more of them, at the election of Payee without
joinder of any other as a party thereto, and that Payee shall not be required
first to foreclose, proceed against, or exhaust any security hereof in order to
enforce payment of this Note. The Maker and each Obligor hereby waives
presentment, demand for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, and all other notices in connection herewith, as
well as filing of suit (if permitted by law) and diligence in collecting this
Note or enforcing any of the security hereof, and agrees to pay (if permitted by
law) all expenses incurred in collection, including Payee's actual attorneys'
tees. Maker and each Obligor agrees that fees not in excess of twenty percent
(20%) of the amount then due shall be deemed reasonable.
THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RlGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS
NOTE, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER AND PAYEE. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS.) THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, ANY RELATED DOCUMENTS, OR
TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED
TRANSACTION. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.
This Note and any Security Agreement constitute the entire agreement of the
Maker and Payee with respect to the subject matter hereof and supercedes all
prior understandings, agreements and representations, express or implied.
No variation or modification of this Note, or any waiver of any of its
provisions or conditions, shall be valid unless in writing and signed by an
authorized representative of Maker and Payee. Any such waiver, consent,
modification or change shall be effective only in the specific instance and for
the specific purpose given.
Any provision in this Note or any Security Agreement which is in conflict with
any statute, law or applicable rule shall be deemed omitted, modified or altered
to conform thereto.
National Home Centers, Inc.
________________________ By:___________________________
Witness
________________________ Name:_________________________
Print Name
________________________ Title: _______________________
Address
Federal Tax ID#:000000000
Address: Xxxxxxx 000 X., Xxxxxxxxxx, Xxxxxxxxxx Xxxxxx, XX 00000
