NOTE AND SECURITY AGREEMENT No. 731027
LENDER: BORROWER(S):
Air Response, Inc.
Cessna Finance Corporation _______________________________________________________________________
X.X. Xxx 000 Name (if partnership or co-ownership, name all partners or co-owners.)
0000 X. Xxxxxx Xxxx
Xxxxxxx, Xxxxxx 00000-0000 0 Xxxx Xxxxxx, X.X. Xxx 000
_______________________________________________________________________
Address
Xxxx Xxxxx, XX 00000
_______________________________________________________________________
City State Zip Code
1. Parties. In this Agreement, the words "I", "me", "my" and "mine" mean all
who sign this Agreement as Borrower. The words "you" and "your(s)" mean the
Lender and anyone to whom the Lender assigns this Agreement. The words "we",
"us" and "our(s)" mean both the Borrower and Lender.
2. Security Interest. To secure the prompt payment of all amounts that I may owe
under this Agreement, under any renewals or extensions of this Agreement and
under any other agreements between us (both present and future) including,
without limitation, any future advances from you that are evidenced by new
promissory note(s) ("New Note(s)"), and to secure the full and prompt
performance of all of my obligations under this Agreement and under any other
agreements between us (both present and future), I grant you a security interest
in the following "Aircraft" (including, without limitation, a security interest
in all of its installed engines, equipment and accessories, in all engines,
equipment and accessories added thereto from time to time [accessions], and in
all engine, airframe and other logbooks and documents for or relating to the
Aircraft) and in all replacements and substitutions therefor and proceeds
therefrom:
YEAR MANUFACTURER MODEL FAA REG. NO. SERIAL NO.
1975 Cessna 421B N918WK 421B0956
--------------------------------------------------------------------------------
In addition to the manufacturer's standard equipment, the following
equipment is now installed on the Aircraft:
King KNR 630, KTR 950A NavComs, KDM 705 DME, Dual KXR 755 transponders, KDF 000
XXX, XXX 150 radar, RNS-3500 XXXX, X0 Xxxxx, Sperry Stars Flight Director, JB
Air Conditioning, Engine Fire Detection System
The security interest in all "proceeds" of the Aircraft includes, without
limitation, a security interest in all cash, trade-in aircraft, and trade-in
engines, equipment and accessories generated by any disposition of the Aircraft,
and in all payments under any insurance covering the Aircraft and any of its
engines, equipment, accessories and accessions. It is my intent and I understand
and agree that the security interest that I am hereby granting you shall be
deemed a "purchase money security interest," as that phrase is used in the
Uniform Commercial Code, for as long as the Aircraft continues to secure any
payment owing in connection with the loan described in Paragraph 4. I understand
and agree that you will have a non-purchase money security interest until I have
paid you all amounts that I owe you and performed all of my other obligations
under all New Note(s) and other contracts and agreements between us (both
present and future) or until you expressly release your security interest in the
Aircraft in writing, even if I have paid you all that I owe you under this
Agreement.
3. Use and Location of Aircraft. I will use the Aircraft primarily for the
following purpose (check one):
X
_____ Business, ____ Agricultural, or _____ Personal, family or household.
The aircraft will be permanently based at:
Xxxxxx County Airport Johnstown NY
--------------------------------------------------------------------------------
(Airport) (City) (State)
and I will not remove the Aircraft to another base airport without first
obtaining your written consent.
4. Loan Breakdown. The following is a breakdown of my credit terms under this
Agreement:
a. AMOUNT FINANCED (the amount of credit provided to me or on my behalf): $ 150,300.00
_____________
*b. FINANCE CHARGE (the dollar amount the credit will cost me): $ 46,112.40
_____________
*c. ANNUAL PERCENTAGE RATE (the cost of my credit expressed as a yearly rate):
(1) a variable rate of 9.25% through and until paid in full, followed by
-------------------
(fixed or variable)
(2) a n/a rate of n/a% through and until n/a, and
-------------------
(fixed or variable)
(3) a n/a rate of n/a% thereafter until paid in full.
-------------------
(fixed or variable)
*d. TOTAL OF PAYMENTS (the amount I will have paid after I have made all payments as scheduled): $ 196,412.40
_____________
*Estimate: See "25. Late Payments and Prepayments" and "26. Changes in Rates and Payments".
5. Promise to Pay. I promise to pay to you or to your order the AMOUNT FINANCED,
together with the FINANCE CHARGE computed on the principal balance of the AMOUNT
FINANCED remaining unpaid from time to time at the applicable ANNUAL PERCENTAGE
RATE until the AMOUNT FINANCED is fully paid. I will make my payments according
to the Payment Schedule described below and any revised Payment Schedules
provided for in this Agreement. I understand and agree that you will apply any
payments that you receive from me: first, to the repayment of all sums that I
may owe you in connection with any future advances that you make pursuant to
Paragraph 13 of this Agreement; second, (at your sole discretion and in such
order as you may select) to the payment of any New Note(s) and other
indebtedness (both present and future) secured by this Agreement; third, to any
unpaid FINANCE CHARGE that I may owe as of the date you receive any payment; and
fourth, to the unpaid principal balance of the AMOUNT FINANCED pursuant to this
Agreement.
6. Payment Schedule. I agree to pay you the AMOUNT FINANCED, together with the
FINANCE CHARGE owing on the AMOUNT FINANCED, as follows:
NO. OF
PAYMENTS AMOUNT OF PAYMENT DUE DATE
72 payments of $ 2,727.95 (beginning 1/22, 1995, with a payment in the same amount on the same day of
each month thereafter), succeeded by
n/a payments of $ n/a (beginning n/a, 19__, with a payment in the same amount on the same day of
each month thereafter), succeeded by
n/a payments of $ n/a (beginning n/a, 19__, with a payment in the same amount on the same day of
each month thereafter); and n/a.
7. Use and Care of Aircraft. I will use and maintain the Aircraft in accordance
with all applicable laws, regulations, and ordinances and all insurance policies
(or applications for insurance) covering the Aircraft. I will keep the Aircraft,
at my expense, in good repair and in an airworthy condition at all times, and I
will make the Aircraft available for inspection at your request. I will not fly
or permit the Aircraft to be flown outside the continental United States, or
register the Aircraft in any foreign country, without first obtaining your
written consent. I agree to keep the Aircraft enrolled and participating in the
following maintenance related system(s) during the term of this Agreement at my
expense: n/a.
8. Disclaimer of Warranties and Waiver of Certain Claims and Defenses. I HEREBY
ACKNOWLEDGE THAT I HAVE SELECTED THE AIRCRAFT FOR PURCHASE WITHOUT ANY
ASSISTANCE OR INDUCEMENT FROM YOU OR YOUR AGENTS OR EMPLOYEES AND THAT EXCEPT
FOR THE ADVANCEMENT OF FUNDS PURSUANT TO THIS AGREEMENT, YOU HAVE NOT BEEN
INVOLVED IN THE PURCHASE DECISION OR PURCHASE TRANSACTION. I AGREE THAT YOU HAVE
MADE NO WARRANTIES WHATSOEVER CONCERNING THE AIRCRAFT, EXPRESS OR IMPLIED,
WHETHER OF AIRWORTHINESS, MERCHANTABILITY, CONDITION, DESCRIPTION, DURABILITY,
FITNESS OR SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AND THAT
YOU (EXCEPT WHERE PROHIBITED BY APPLICABLE LAW) HEREBY DISCLAIM ALL SUCH
WARRANTIES. I ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT AUTHORIZED ANY THIRD
PARTY, INCLUDING, WITHOUT LIMITATION, THE CESSNA AIRCRAFT COMPANY, ITS OFFICERS,
AGENTS OR EMPLOYEES, TO MAKE ANY REPRESENTATIONS, WARRANTIES, PROMISES,
GUARANTEES, COVENANTS OR AGREEMENTS, ORAL OR WRITTEN, CONCERNING THE AIRCRAFT OR
THIS AGREEMENT ON YOUR BEHALF, AND FURTHER ACKNOWLEDGE AND AGREE THAT NO SUCH
THIRD PARTY IS YOUR AGENT AND THAT YOU SHALL NOT BE BOUND BY ANY SUCH PURPORTED
REPRESENTATIONS, WARRANTIES, PROMISES, GUARANTEES, COVENANTS OR AGREEMENTS. IN
CONSIDERATION OF THIS AGREEMENT, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, I
COMPLETELY WAIVE AND SURRENDER THE RIGHT TO PURSUE, ASSERT OR INTERPOSE ANY
CLAIM OR DEFENSE AGAINST YOU, IN LAW OR IN EQUITY (INCLUDING, WITHOUT
LIMITATION, ANY RIGHT TO RECOUPMENT, SETOFF OR COUNTERCLAIM), BASED UPON THE
AIRCRAFT'S AIRWORTHINESS, MERCHANTABILITY, CONDITION, DESCRIPTION, DURABILITY,
FITNESS OR SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE, OR UPON ALLEGATIONS
THAT YOU ARE SO CLOSELY OR INTIMATELY CONNECTED WITH THE MANUFACTURERS OR PRIOR
OWNER(S) OF THE AIRCRAFT OR WITH ANY OTHER THIRD PARTY WHATSOEVER, THAT YOU KNEW
OR HAD REASON TO KNOW OF FACTS ABOUT THE AIRCRAFT (OR ABOUT MY DEALINGS WITH
SUCH MANUFACTURERS, PRIOR OWNER(S) OR THIRD PARTIES OR ABOUT THEIR GENERAL
BUSINESS PRACTICES) THAT WOULD SUPPORT A CLAIM, COUNTERCLAIM OR DEFENSE BY ME
AGAINST SUCH MANUFACTURERS, PRIOR OWNER(S) OR THIRD PARTIES.
Page 1 of 1
-------------------------------------------------------------------------------------------------
ANNUAL FINANCE Amount Financed Total of Payments Itemization of Amount Financed
PERCENTAGE CHARGE The amount of credit provided The amount I will have Amount Financed
RATE The dollar amount the to me or on my behalf. paid after I have made all $ 19,000.00
The cost of credit will cost me. scheduled payments. --------------------------------
my ???????? Amount given to me directly
as a yearly $
rate. --------------------------------
8.0% $4,115.00 $19,000.00 $23,115.00 Amount credited to my account
------------------------------------------------------------------------------------------------- $ 19,000.00
My payment schedule will be: e means an estimate --------------------------------
Amount paid to others on my behalf
------------------------------------------------------------------------------------------------- ---------------------------------
Number of payments Amount of Payments When Payments Are Due to public officials
------------------------------------------------------------------------------------------------- $
60 $385.25 Monthly, beginning March 27, 1993 ---------------------------------
------------------------------------------------------------------------------------------------- to insurance company
$ $
------------------------------------------------------------------------------------------------- ---------------------------------
$ to_________________________
------------------------------------------------------------------------------------------------- $
VARIABLE RATE: If this box [X] is checked, this is a variable rate transaction. The Annual ---------------------------------
Percentage Rate may increase during the term of this transaction if: to_________________________
[X] NY Prime Rate increases. [ ]the New York Federal Reserve Bank Discount Rate increases. $
Any increase will take the form of [X] higher payment amounts. [ ] a larger amount due at maturity.---------------------------------
If the interest rate increases by 1% today: [X]my regular payments will increase to $394.41; to_________________________
[ ] my range of payments will increase to $_______ and vary to $______; [ ] my final payment will $
increase to $___________________. ---------------------------------
[X] the interest rate will not increase above 25%. to_________________________
SECURITY: I am giving a security interest in: $
[ ] real estate located at ______________________________________________________________________ ---------------------------------
(Street) (City/Town) State to_________________________
[ ] the goods or property being purchased. $
[ ] certain securities, stocks, bonds or certificates of deposit. ---------------------------------
[ ] certain of my deposit accounts with you. to_________________________
[ ] _____________________________________________________________________________________________ $
---------------------------------
FILING FEES $___________ NON-FILING INSURANCE $___________________ Prepaid Finance Charge
$
PREPAYMENT: If I pay off early, I will not have to pay a penalty. ---------------------------------
The Note, Security Agreement and any other documents which I sign for this Loan will have additional
information about nonpayment, default, any required repayment in full before the scheduled date,
security interests, and prepayment refunds and penalties.
----------------------------------------------------------------------------------------------------
$19,000.00 PROMISSORY NOTE/SECURITY AGREEMENT FEBRUARY 24, 1993
(TIME, TERM OR INSTALMENT)
MEANING OF SOME WORDS: In this Note, the words "I", "me" and "my" mean anyone
signing this Note as a Borrower or in any other way. The words "you" and "your"
mean the Lender.
PROMISE TO PAY: I promise to pay to the order of:
CENTRAL NATIONAL BANK, CANAJOHARIE, CANAJOHARIE, NEW YORK 13317
(the "Lender")
at any of your offices, on FEBRUARY 27, 1998 ("Maturity Date"), the Principal
amount of, NINETEEN THOUSAND AND NO/100THS -------($19,000.00)------ Dollars,
together with all accrued interest then due. Interest shall accrue daily
beginning the date the Note was signed on the unpaid Principal balance at the
rate of: [ ]____% per annum; [X] 2% per annum above your Base Rate (the
"Variable Rate"); [ ]____% per annum above the New York Federal Reserve Bank
Discount Rate (the "Discount Rate"). In no event will the interest rate be more
than _______% or less than ______%.
CALCULATION OF INTEREST/DEFINITION OF THE BASE RATE: Interest is calculated on
the basis of a [ ] 360 [X] 365 day year for the actual number of days the loan
is outstanding. If interest is calculated using either the Base Rate or the
Discount Rate, the interest payable under this Note, will change in accordance
with and at the same time as each change in the applicable rate. "The Base Rate"
means that the rate of interest designated or announced by you from time to time
as your "Base Rate" and used internally by you to calculate the interest payable
to you under notes or other agreements providing for interest based on your Base
Rate. The Base Rate is not necessarily the lowest rate granted by you; credit
may be extended at interest rates both above and below the Base Rate.
Principal shall be payable MONTHLY, BEGINNING MARCH 27, 1993_______________
________________________________________________________________________________
Interest shall be payable MONTHLY, BEGINNING MARCH 27, 1993________________
________________________________________________________________________________
COLLATERAL: 1976 CESSNA 172M, REGISTRATION NO. N80583, SERIAL NO. 17266659______
________________________________________________________________________________
INSURANCE: If you require property insurance, I may obtain such insurance
through the person of my choice.
SECURITY: To secure payment of all amounts owing under this Note or any other
obligation to you:
[ ] I grant to you a security interest in each item described in the section
entitled "Collateral", in?????ng all accessions to the Collateral, as well as
all products and proceeds of the Collateral. If any of the Collateral consists
of real property, I will sign a separate security instrument (mortgage). If my
dwelling is located on such real property, the security interest given by me
does not apply to any debts other than this debt.
[ ] I hereby pledge to you certain stocks, bonds or other securities or certain
certificate(s) of deposit listed in the Collateral section to you. Also, you are
given a security interest in all money or other property payable or issued
directly or indirectly on account of the stocks, bonds or other securities or
the certificate(s) of deposit and in all proceeds of it or them, or of the other
property. I will immediately deliver to you any stock dividend or split of the
stock or securities pledged. All securities will be accompanied by proper
instruments of transfer (stock or bond power). Any securities may be transferred
to your nominee (agent) whether or not I am in default.
Air Response Inc.
Signature of Borrower /s/ Xxxxx X. Xxxxxx, Xx.
-----------------------------------------------------------
By: Xxxxx X. Xxxxxx, Xx.
Xxxxxxx X.X. Xxx 000, Xxxx Xxxxx, XX 00000
-------------------------------------------------------------------------
[ ] You are hereby given an assignment of my rights in any deposit account
(other than one represented by a certificate of deposit) described in the
Collateral section, including any additions.
In addition to the rights I give you in the Collateral, the law gives you a
right of offset. This right permits you to use non-exempt funds on deposit with
you or held by you of any person signing or guaranteeing this Note to pay any
amount then due to you from that person under this Note or the guaranty. I
understand that XXX and HR-10 (Xxxxx) accounts are not subject to this right.
Except for funds covered by this right of offset, if this Note is for consumer
purposes, no property in which you have been previously given an interest will
secure payment of any amount to be owing under the Note unless it is described
in the Collateral section.
PREPAYMENT: I may prepay the principal due on this Note in whole or in part at
any time, without penalty.
ACKNOWLEDGMENT OF COPY: I acknowledge receipt of a completely filled-in copy of
this Note at the time it was signed.
Signature of Borrower __________________________________________________________
Address ________________________________________________________________________
NOTICE: SEE REVERSE SIDE FOR ADDITIONAL CONTRACTUAL TERMS.
GUARANTY: In consideration of this loan being made to the Borrower, I
unconditionally promise that if the Borrower fails to make payment when
demanded, I will pay the unpaid amount of the loan, together with any unpaid
interest and attorney's fees. If more than one person signs below, we agree that
either any one or all of us can be made to pay the full amount due. I agree that
the Lender may do any of the following without affecting my or our
responsibility on this guaranty: extend the time of payment, release, substitute
or fail to file against or take possession of any Collateral, release any party
from his, her or its liability on the Note or this guaranty, fail to present
this Note for payment, fail to protest it, waive or delay enforcing any of
Lender's rights against the Borrower or on the Collateral or fail to give any
notices to one or all of us of defaults of Borrower or any signer of this
guaranty.
Response Medical Transport, Inc.
Signature of Guarantor /s/ Xxxxx X. Xxxxxx, Xx. Signature of Guarantor /s/ Xxxxx X. Xxxxxx, Xx.
---------------------------- ----------------------------
By: Xxxxx X. Xxxxxx, Xx., President Xxxxx X. Xxxxxx, Xx.
Xxxxxxx X.X. Xxx 000, Xxxx Xxxxx, XX 00000 Address X.X. Xxx 000, Xxxx Xxxxx, XX 00000
------------------------------------------- -------------------------------------------
BORROWERS' COPY
