Contract

LIBERTY BANK CWF# 62-1386759 SIRICOMM,INC. 2350 5 RANGELINE RD 2900 DAVIS BLVD STE 130 JOPLIN, MO 64844-2411 Loan Number 122020385 JOPLIN, MO 64804 Date 02-08-2006 Maturity Date 08-07-2006 Loan Amount $500,000.00 Renewal Of ______________ BORROWER'S NAME AND ADDRESS LENDER'NAME AND ADDRESS LP BLO/KLM "I" includes each borrower above, "You" means the leader, its successors jointly and severally. and assigns.
For value received, I promise to pay to you, or your order, at your addresalisted above the PRINCIPAL sum of FIVE HUNDRED THOUSAND AND NO/100 Dollars $500,000.00 [ ] 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 anount of principal I can borrow under this note. On 02-08-2006 I will receive the amount of $0.00 and future principal advances are contemplated. Conditions: The conditions for future advances are UPON REOUEST OF BORROWER AND APPROVAL OF LOAN OFFICER [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 08-07-2006. [ ] Closed End Credit: You and I agree that I may borrow up to the maximum only one time land subject to all other conditions). INTEREST: I agree to pay interest on the outstanding principal balance from O2/O8/2006 at the rate of 5.250% per year until O8-07-2006. [ ] Variable Rate: This rate may then change as stated below. [ ] Index Rate: The future rate will be_________the following index rate: __________________________________________________________________________ __________________________________________________________________________ [ ] No Index: The future rate will not be subject to any internal index. It will be entirely in your control. [ ] Frequency and Timing: The rate on may change as oten as often as _________________________________________________________________________. A change in the interest rate will take effect [ ] Limitations: During the term of this loan, the applicable anual interest rate will not be more than ________________% or less than _____________%. 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: [ ] The amount of each scheduled payment will change. [ ] The amount of the final 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 his note owing after maturity, and until paid in full, as stated below: [ ] on the same fixed or variable rate basis in effect before maturilt as indicated above). [X] at a rate equal to SAME FIXED OR VARIABLE RATE BASIS IN EFFECT BFORE MATURITY PLUS 3%. [X] LATE CHARGE: If a payment is made more than 15 days after it is due, I agree to pay a late charge of 5.000% OF THE LATE AMOUNT WITH A MIN OF $1.00. [ ] ADDITIONAL CHARGES: In addition to interest, I agree to pay the folbwing charges which [ ] are [ ] are not included in the principal amount above: _____________________ PAYMENTS: I agree to pay this note as follows: MONTHLY PAYMENTS OF ACCRUED INTEREST CALCULATED ON THE AMOUNT OF CREDIT OUTSTANDING BEGINNING ON 03-07-2006 AND PRINCIPAL DUE ON 08-07-2006. [ ] Unpaid Interest: If checked, then any accrued interest not paid when due (whether due by reason of a schedule of payments or due because of Lender's demand) will 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: I AGREE TO PAY A SERVICE CHARGE OF $25.O0 FOR EACH PAYMENT (CHECK OR AUTOMATIC PAYMENT) RETURNED UNPAID DEFINITIONS: As used on pages 1 and 3, DEFAULT: I will be in default if any "[X}" means the terms that apply to one or more of the following occur: (1) this loan. "I," "me" or "my" means each I fail to make a payment on time or in Borrower who signs this note and each the amount due; (2) I fail to keep the other person or legal entity (including property insured, if required; (3) I guarantors, endorsers, and sureties) fail to pay, or keep any promise, on who agrees to pay this note (together any debt or agreement I have with you; referred to as "us"), "You" or "your" (4) any other creditor of mine attempts means the Lender and its successors and to collect any debt I owe him through assigns. court proceedings; (5) I die, am APPLICABLE LAW: The law of the state of declared incompetent, make an Missouri will govern this note. Any assignment for the benefit of term of this note which is contrary to creditors, or become insolvent (either applicable law will not be effective, because my liabilities exceed my assets unless the law permits you and me to or I am unable to pay my debts as they agree to such a variation. If any become due); (6) I make any written provision of this agreement cannot be statement or provide any financial enforced according to its terms, this information that is untrue or fact will not affect the enforceability inaccurate at the time it was provided; of the remainder of this agreement. No (7) I do or fail to do something which modification of this agreement may be causes you to believe that you will made without your express written have difficulty collecting the amount I consent. Time is of the essence in this owe you; (8) any collateral securing agreement. this note is used in a manner or for a COMMISSIONS: I understand and agree purpose which threatens confiscation by that you (or your affiliate) will earn a legal authority; (9) I change my name commissions or fees on any insurance or assume an additional name without products and may earn such fees on first notifying you before making such other services that I buy through you a change; (10) I fail to plant, or your affiliate. cultivate and harvest crops in due PAYMENTS: Each payment I make on this season if I am a producer of crops; note will first reduce the amount I owe 111) any loan proceeds are used for a you for charges which are neither purpose that will contribute to interest nor principal. The remainder excessive erosion of highly erodible of each payment will then reduce land or to the conversion of wetlands accrued unpaid interest, and then to produce an agricultural commodity, unpaid principal. If you and I agree to as further explained in 7 C.F.R. Part a different application of payments, we 1940, Subpart G, Exhibit M. will describe our agreement on this REMEDIES: If I am in default on this note. I may prepay a part of, or the note you have, but are not limited to, entire balance of this loan without the following remedies: penalty, unless we specify to the (1) You may demand immediate payment contrary on this note. Any partial of all I owe you under this note prepayment will not excuse or reduce (principal, accrued unpaid any later scheduled payment until this interest and other accrued note is paid in full (unless, when I charges). make the prepayment, you and I agree in (2) You may set off this debt against writing to the contrary). any right I have to the payment INTEREST: Interest accrues on the of money from you, subject to the principal remaining unpaid from time to terms of the "Set-Off" paragraph time, until paid in full. If I receive herein. the principal in more than one advance, (3) You may demand security, each advance will start to earn additional security, or interest only when I receive the additional parties to be advance. The interest rate in effect on obligated to pay this note as a this note at any given time will apply condition for not using any other to the entire principal advanced at remedy. that time. You and I may provide in (4) You may refuse to make advances this agreement for accrued interest not to me or allow purchases on paid when due to be added to principal. credit by me. Notwithstanding anything to the (5) You may use any remedy you have contrary, I do not agree to pay and you under state or federal law. do not intend to charge any rate of By selecting any one or more of these interest that is higher than the remedies you do not give up your right maximum rate of interest you could to later use any other remedy. By charge under applicable law for the waiving your right to declare an event extension of credit that is agreed to to be a default, you do not waive your here (either before or after maturity). right to later consider the event as a If any notice of interest accrual is default if it continues or happens sent and is in error, we mutually agree again. to correct it, and if you actually COLLECTION COSTS AND ATTORNEY'S collect more interest than allowed by FEES: I agree to pay all costs of law and this agreement, you agree to collection, replevin or any other or refund it to me. similar type of cost if I am in INDEX RATE: The index will serve only default. In addition, if you hire an as a device for setting the rate on attorney to collect this note, I also this note. You do not guarantee by agree to pay any fee you incur with selecting this index, or the margin, such attorney plus court costs (except that the rate on this note will be the where prohibited by law). To the extent same rate you charge on any other loans permitted by the United States or class of loans to me or other Bankruptcy Code, I also agree to pay borrowers. the reasonable attorney's fees and ACCRUAL METHOD: The amount of interest costs you incur to collect this debt as that I will pay on this loan will be awarded by any court exercising calculated using the interest rate and jurisdiction under the Bankruptcy Code. accrual method stated on page 1 of this WAIVER: I give up my rights to require note. For the purpose of interest you to do certain things. I will not calculation, the accrual method will require you to: determine the number of days in a (1) demand payment of amounts due "year." If no accrual method is stated, (presentment); then you may use any reasonable accrual (2) obtain official certification of method for calculating interest. nonpayment (protest); or POST MATURITY RATE: For purposes of (3) give notice that amounts due have deciding when the "Post Maturity Rate" not been paid (notice of (shown on page 1) applies, the term dishonor). "maturity" means the date of the last I waive any defenses I have based on scheduled payment indicated on page 1 suretyship or impairment of collateral. of this note or the date you accelerate OBLIGATIONS INDEPENDENT: I understand payment on the note, whichever is that I must pay this note even if earlier. someone else has also agreed to pay it SINGLE ADVANCE LOANS: If this is a (by, for example, signing this form or single advance loan, you and I expect a separate guarantee or endorsement). that you will make only one advance of You may sue me alone, or anyone else principal. However, you may add other who is obligated on this note, or any amounts to the principal if you make number of us together, to collect this any payments described in the "PAYMENTS note. You may do so without any notice BY LENDER" paragraph below, or if we that it has not been paid (notice of have agreed that accrued interest not dishonor). You may without notice paid when due may be added to release any party to this agreement principal. without releasing any other party. If MULTIPLE ADVANCE LOANS: If this is a you give up any of your rights, with or multiple advance loan, you and I expect without notice, it will not affect my that you will make more than one duty to pay this note. Any extension of advance of principal. If this is closed new credit to any of us, or renewal of end credit, repaying a part of the this note by all or less than all of us principal will not entitle me to will not release me from my duty to pay additional credit. it. (Of course, you are entitled to PAYMENTS BY LENDER: If you are only one payment in full.) I agree that authorized to pay, on my behalf, you may at your option extend this note charges I am obligated to pay (such as or the debt represented by this note, property insurance premiums), then you or any portion of the note or debt, may treat those payments made by you as from time to time without limit or advances and add them to the unpaid notice and for any term without principal under this note, or you may affecting my liability for payment of demand immediate payment of the the note. I will not assign my charges. obligation under this agreement without SET-OFF: I agree that you may set off your prior written approval. any amount due and payable under this FINANCIAL INFORMATION: I agree to note against any right I have to provide you, upon request, any receive money from you. financial statement or information you "Right to receive money from you" means: may deem necessary. I warrant that the (1) any deposit account balance I have financial statements and information I with you; provide to you are or will be accurate, (2) any money owed to me on an item correct and complete. presented to you or in your NOTICE: Unless otherwise required by possession for collection or law, any notice to me shall be given by exchange; and delivering it or by mailing it by first (3) any repurchase agreement or other class mail addressed to me at my last nondeposit obligation. known address. My current address is on "Any amount due and payable under page 1. I agree to inform you in this note" means the total amount of writing of any change in my address. I which you are entitled to demand will give any notice to you by mailing payment under the terms of this note at it first class to your address stated the time you set off. This total on page 1 of this agreement, or to any includes any balance the due date for other address that you have designated. which you properly accelerate under COLLATERAL PROTECTION INSURANCE: If this note. insurance on collateral is required by If my right to receive money from you my agreement with you and I do not is also owned by someone who has not provide evidence of the required agreed to pay this note, your right of coverage, you may purchase insurance at set-off will apply to my interest in my expense to protect your interests in the obligation and to any other amounts my collateral. This insurance may, but I could withdraw on my sole request or need not, protect my interests. The endorsement. Your right of set-off does coverage that you purchase may not pay not apply to an account or other any claim that I make or any claim that obligation where my rights are only as is made against me in connection with a representative. It also does not the collateral. I may later cancel any apply to any Individual Retirement insurance purchased by you, but only Account or other tax-deferred after providing evidence that I have retirement account. obtained insurance as required by our You will not be liable for the agreement. If you purchase insurance dishonor of any check when the dishonor for the collateral, I will be occurs because you set off this debt responsible for the costs of that against any of my accounts. I agree to insurance, including the insurance hold you harmless from any such claims premium, interest and any other charges arising as a result of your exercise of you may impose in connection with the your right of set-off. placement of the insurance, until the REAL ESTATE OR RESIDENCE SECURITY: If effective date of the the insurance may this note is secured by real estate or be more than the cost of insurance I a residence that is personal property, may be able to obtain on my own. the existence of a default and your remedies for such a default will be determined by applicable cancellation or expiration of the insurance. The costs of the insurance law, by the terms of any separate instrument creating the security may be added to my total outstanding balance or obligation. The costs of interest and, to the extent not prohibited by law and not contrary to the the insurance may be more than the cost of insurance I may be able to terms of the separate security instrument, by the "Default" and obtain on my own. "Remedies" paragraphs herein. If this loan is for consumer purposes If this loan is for commrtcial purposes the following statement regarding oral the following statement regarding oral agreements applies. the agreements applies. [ ] Oral agreements or commitments to [X] Oral agreements or commitments to loan money, extend credit or to loan money, extend credit or to forebear from enforcing repayment of a forebear from enforcing repayment of a debt are not enforcable. To protect you debt including promises to extend (borrower(s)) and us (creditor) from credit or to forebear from enforcing misunderstanding or disappointment, any repayment of a debt including promises agreements we reach covering such to extend or renew such debt are not matters are contained in this writing, enforceable, regardless of the legal which is the complete and exclusive theory upon which it is based that is statement of the agreement between us, in any way related to the credit except as we may later agree in writing agreement. To protect you (borrower(s)) to modify it. and us (creditor) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.
BORROWER'S DATE OF PRINCIPAL INITIALS PRINCIPAL PRINCIPAL INTEREST INTEREST INTEREST TRANSACTION ADVANCE not PAYMENTS BALANCE RATE PAYMENTS PAID required) THROUGH) $ $ $ % $ $ $ $ % $ $ $ $ % $ $ $ $ % $ $ $ $ % $ $ $ $ % $ $ $ $ % $ $ $ $ % $ $ $ $ % $ $ $ $ % $ $ $ $ % $
[X] SECURITY: This note is seperately secured PURPOSE: The purpose of this by (describe seperate document by type and date): loain is ESTABLISH LINE OF SECURITY AGREEMENT DATED FEBRUARY 8, 2006 CREDIT. AND ASSIGNMENT OF CD#1200214 DATED FEBRUARY 8, 2006 SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGES 1, Signature for Lender 2, AND 3). I have recieved a copy on today's date. /s/Brian L. Ollenburger - ----------------------------------- SIRICOMM, INC. BRIAN L OLLENBURGER, VICE PRESIDENT /s/ Henry P. Hoffman ---------------------------- HENRY P. HOFFMAN, PRESIDENT DEBTOR NAME AND ADDRESS SECURITY PARTY NAME AND ADDRESS SIRICOMM, INC. LIBERTY BANK 2900 DAVIS BLVD STE 130 2350 S RANGELINE RD JOPLIN, MO JOPLIN, MO 64804-2441 64804-2441 Type: [ ] individual [ ] partnership [X] corporation [ ]_____________ State of organization/registration(if applicable)__________________ [ ] If checked, refer to addendum for additional Debtors and signatures. - -------------------------------------------------------------------------------- COMMERCIAL SECURITY AGREEMENT The date of this Commercial Security Agreement (Agreement) is 02-08-2006 SECURED DEBTS. This Agreement will secure all sums advanced by Secured Party under the terms of this Agreement and the payment and performance of the following described Secured Debts that (check one) [X] Debtor [ ]_____________ (Obligor) owes to Secured Party: [ ] Specific Debts. The following debts and all extensions, renewals, refinancings, modifications, and replacements (describe): [X] All Debts. Notice - The Property may also serve as collateral for future advances. All present and future debts, even if this Agreement is not referenced, the debts are also secured by other collateral, or the future debt is unrelated to or of a different type than the current debt. Nothing in this Agreement is a commitment to make future loans or advances. To the extent the Property includes livestock, crops, farm equipment, or farm supplies, this Agreement will not secure any loan made under the Missouri Consumer Loan Act. SECURITY INTEREST. To secure the payment and performance of the Secured Debts, Debtor gives Secured Party a security interest in all of the Property described in this Agreement that Debtor owns or has sufficient rights in which to transfer an interest, now or in the future, wherever the Property is or will be located, and all proceeds and products of the Property. "Property" includes all parts, accessories, repairs, replacements, improvements, and accessions to the Property; any original evidence of title or ownership; and all obligations that support the payment or performance of the Property. "Proceeds" includes anything acquired upon the sale, lease, license, exchange, or other disposition of the Property; any rights and claims arising from the Property; and any collections and distributions on account of the Property. This Agreement remains in effect until terminated in writing, even if the Secured Debts are paid and Secured Party is no longer obligated to advance funds to Debtor or Obligor. PROPERTY DESCRIPTION. The Property is described as follows: [ ] Accounts and Other Rights to Payment: All rights to payment, whether or not earned by performance, including, but not limited to, payment for property or services sold, leased, rented, licensed, or assigned. This includes any rights and interests (including all liens) which Debtor may have by law or agreement against any account debtor or obligor of Debtor. [ ] Inventory: All inventory held for ultimate sale or lease, or which has been or will be supplied under contracts of service, or which are raw materials, work in process, or materials used or consumed in Debtor's business. [ ] Equipment: All equipment including, but not limited to, machinery, vehicles, furniture, fixtures, manufacturing equipment, farm machinery and equipment, shop equipment, office and record keeping equipment, parts, and tools. The Property includes any equipment described in a list or schedule Debtor gives to Secured Party, but such a list is not necessary to create a valid security interest in all of Debtor's equipment. [ ] Instruments and Chattel Paper: All instruments, including negotiable instruments and promissory notes and any other writings or records that evidence the right to payment of a monetary obligation, and tangible and electronic chattel paper. [ ] General Intangibles: All general intangibles including, but not limited to, tax refunds, patents and applications for patents, copyrights, trademarks, trade secrets, goodwill, trade names, customer lists, permits and franchises, payment intangibles, computer programs and all supporting information provided in connection with a transaction relating to computer programs, and the right to use Debtor's name. [ ] Documents: All documents of title including, but not limited to, bills of lading, dock warrants and receipts, and warehouse receipts. [ ] Farm Products and Supplies: All farm products including, but not limited to, all poultry and livestock and their young, along with their produce, products, and replacements; all crops, annual or perennial, and all products of the crops; and all feed, seed, fertilizer, medicines, and other supplies used or produced in Debtor's farming operations. [ ] Government Payments and Programs: All payments, accounts, general intangibles, and benefits including, but not limited to, payments in kind, deficiency payments, letters of entitlement, warehouse receipts, storage payments, emergency assistance and diversion payments, production flexibility contracts, and conservation reserve payments under any preexisting, current, or future federal or state government program. [ ] Investment Property: All investment property including, but not limited to, certificated securities, uncertificated securities, securities entitlements, securities accounts, commodity contracts, commodity accounts, and financial assets. [ ] Deposit Accounts: All deposit accounts including, but not limited to, demand, time, savings, passbook, and similar accounts. [X] Specific Property Description: The Property includes, but is not limited by, the following (if required, provide real estate description): LIBERTY BANK CD # 1200214DATED 2-6-06 MATURITY 8-7-06 RATE 4.25% $500.000.00 USE OF PROPERTY, The Property will be used for [ ] personal [X] business [ ] agricultural [ ] ____________________ purposes. ORAL AGREEMENTS: Oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforcable, regardless of the legal theory upon which it is based that is in any way related to the credit agreement. To protect you (Debtor) and us (Secured Party) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it. SIGNATURES. Debtor agrees to the terms on pages 1 and 2 of this Agreement and acknoledges reciept of a copy of this Agreement. DEBTOR SECURED PARTY SIRICOMM, INC. LIBERTY BANK /s/Henry P. Hoffman /s/Brian L. Ollenburger - --------------------- -------------------------- HENRY P. HOFFMAN BRIAN L. OLLENBURGER PRESIDENT VICE PRESIDENT GENERAL PROVISIONS. Each Debtor's INSURANCE. Debtor agrees to keep the obligations a under this Agreement are Property insured against the risk independent of the obligations of any reasonably elated with the Property other Debtor. Secured Party . may sue until the Property is released from each Door individually or together with ties Agreement. Debtor will maintain any gather Debtor. Secured Party may this insurance in the amounts Secured release any pan of the Property and Party requires. Debtor may choose the Debtor will remain obligated under this insurance company, stiller to Secured Agreement. The duties and benefits of Party's approval, which will rat be this Agreement will bind the successors unreasonably withheld Debtor will have Arid assigns of Debtor and Secured the assurance provider name Secured Party, No modification of thus party as log payee on the insurance Agreement is effective unless made in icy. Debtor will give Secured Party and writing and signed by Debtor and the insurance provider immediate notice Secured Party. Whenever used, the of any less. Secured party may apply plural includes the singular and the the insurance proceeds toward the singular includes the plural. Time is Secured Debts. Secured Party may of the essence. APPLICABLE LAW. This require additional security as a Agreement is governed by the laws of condition of permitting any insurance the state in which Secured Party is proceeds to be used to repair or located. In the event of a dispute, the replace the Property. If Purchase the exclusive forum, venue, and place of Property in damaged condition, Debtor's jurisdiction will be the state in which ruts to any insurance policies and Secured Party is located, unless proceeds will pass to Secured party to otherwise required by law. If any the extent o the Secured Debts. Debtor provision of this Agreement is will immediately notify Secured Party unenforceable by law, the unenforceable of the cancellation or termination of provision will be severed and the insurance. Unless Debtor provides remaining provisions will still b e evidence of to insurance coverage enforceable. NAME AND LOCATION. required by this Agreement, Secured Debtor's name indicated on page 1 is Party may purchase insurance at Debtor's exact legal name. if Debtor is Debtor's expense to protect Secured an individual. Debtor's address is Party's interests in the Property. This Debtor's principal residence. If Debtor insurance may, bit tuned tact, protect is not an individual, Debtor's address Debtor's interests_ I he coverage is the location of Debtor's chief Secured Party purchases may not pay any executive offices or sole place of claim Debtor makes cm any claim that is business If Debtor is an entity made against Debtor in connection with organized and registered under state the Property. Debtor tray later cancel taw. Debtor hiss provided Debtor's any insurance purchased utter peas state of registration on page l. Debtor obtained insurance as required by this will provide verification of A mesa It Secured Party purchases registration and location upon Secured insurance for the Property, Debtor will Party's request. Debtor will provide be responsible for the costs of that Secured Party with at least 30 days insurance. including the insurance notice prior to any change in Debtor's premium, interest ant any other charges name. address, or suite of organization Secured Party tray impose in connection or registration WARRANTIES AND with the placement of the insurance, REPRESENTATIONS. Debtor has the right, until the effective date of the authority. and power to ester into this cancellation or expiration of the Agreement. The execution and delivery insurance. The costs of the insurance of this Agreement will tux violate any may be added to the Secured Debts. The agreement governing Debtor or Debtor's costs of the insurance may be nitre property, or to which Debtor is a than the cost of insurance Debtor may party. Debtor makes the following be able to obtain on Debtor's own. warranties and representations which AUTHORITY TO PERFORM. Debtor authorizes continue as long, as this Agreement is Secured Party to do anything Secured in effect: (l) Debtor is duly organized Party decals reasonably ably necessary and validly existing in all to protect the Property anything jurisdictions in which Debtor does Secured Party's interest in the business; (2) the execution and property. If Debtor Fails to perform performance of the terms of this any of Debtor's duties under this Agreement have beep duly authorized. Agreement. Secured Party is authorized have received all necessary without notice to Debtor, to perform governmental approval, and will not the duties or cause than to be violate any provision of law or order; performed. These authorizations (3) other than previously disclosed to include, but are not limited to, Secured Party. Debtor has not changed permission to pay for the repair, Debtor's name or principal place of maintenance, and preservation of the business within the last 10 years and perform and take any action ice realize has not used any other trade or the value vi' this~ Property. Secured Fictitious name; and (4) Debtor does Party's antinomy to perform for Debtor not and will not use any other name does not camas an obligation to without Secured Party's prior written perform, and Secured Party's failure to consent. Debtor owns all of the perform will not preclude Secured Party Property, and Secured Party's claim to from exercising any other rights under the Property is ahead of the claims of the law or this Agreement. If Secured any other creditor. except as otherwise Party performs for Debtor, Secured agreed and disclosed to Secured Party Party will use reasonable care prior to any advance on the Secured Reasonable care will not include any Debts. The Property has not been used steps necessary to preserve rights for any purpose that would violate any against prior parties or any duty to laws or subject the Property to take action in connection with the forfeiture or seizure. DUTIES TOWARD management f the Property. if Secured PROPERTY. Debtor will protect to Party conies into possession of the Property and Secured Party's interest Property, Secured Party will preserve against any competing claim, except as and protect the Property to the extent otherwise agreed. Debtor will keep the required by law. Secured Party's duty Property in Debtor's possession at the of care with respect to the Property address indicated on page 1 of this will be satisfied if Secured Party Agreement. Debtor will keep the exercises real care in the safekeeping Property in good repair and use the of the Property or in the selection of Property only for purposes specified on a third party in possession of the page 1. Debtor will not use the Property Secured Party may enforce the Property in violation of any law and obligations of an account debtor or will pay all taxes and assessments other person obligated on the Property. levied or assessed against the Secured Party may exercise Debtor's Property. Secured Party has the right rights with respect to the account of reasonable access to inspect the debtor's or other persons obligations Property, including the right to to make payment or otherwise render require Debtor to assemble and make the performance to Debtor, and enforce any Property available to Secured Party. security interest that secures such Debtor will immediately notify Secured obligations. Party of any loss or damage to the PURCHASE MONEY SECURITY INTEREST. If Property. Debtor will prepare and keep the Property Includes items purchased books, records, and accounts about the with the Secured Debts, will remain Property and Debtor's business. to subject to Secured Party's security which Debtor will allow Secured Party interest until the Secured Debts are reasonable access. Debtor will not paid in full. Payment% 4 m any sell, offer to sell, license, lease, or nun-purchase money loan also secured by otherwise transfer or encumber the this Agreement will not be applied to Property without Secured Party's prior the purchase money loan_ Payments on written consent. Any disposition of the the purchase money loan will he applied Property will violate Secured Party's first to the nun-purchase money portion rights, unless the Property is of the loon, if any. and then to the inventory sold in the ordinary course purchase money portion in the order in of business at fair market value. If which the purchase money Property was the Property includes chattel paper or acquired. If the purchase money instruments, either as: original Property was acquired at the same tine, collateral or as proceeds of the payments will be applied in the order Property, Debtor will record Secured Secured Party selects. No security Party's interest on the face of the interest will he terminated by chattel paper or instruments. If the application of this formula. DEFAULT Property includes accounts, Debtor will Debtor will be in default it: (1) not settle any account for less than Debtor (or Obligor. if not the the full value, dispose of the accounts sate) fails to make a payment in by assignment, or make any material full when due; change in the terms of any account (2) Debtor fails to perform any without Secured Party's prior written condition or keep any covenant on consent. Debtor will collect all this or any deft or agreement accounts in the ordinary course of Debtor has with Secured Party; business, unless otherwise required by (3) a default occurs under the terms of Secured Party. Debtor will keep the any instrument or agreement proceeds of the accounts. and any goods evidencing or pertaining to the returned to Debtor, in trust for Secured Debts; Secured Puny and will not commingle the (4) anything else happens that either proceed or returned goods with any of causes Secured Party to reasonably Debtor's other property. Secured Party believe that Secured Party will has the right to require Debtor to pay have difficulty in collecting the Secured Party the full price on any Secured Debts or significantly returned items. Secured Party may impairs the value of the Property. require ascent debtors to make payments REMEDIES. After Debtor defaults, and under the accounts directly to Secured after Secured Party gives any Party. Debtor will deliver the accounts legally required notice and to Secured Party at Secured Party's opportunity to cure the default, request. Debtor will give Secured Patty Secured Party may at Secured all statements, reports, Certificates, Party's option do any one or more lists of account debtors (showing of the following: names, addresses, and amounts owing), (1) make all or any part of the Secured invoices applicable to each account, Debts immediately due and accrue and any other data pertaining to the interest at the highest post- accounts as Secured Puny requests. If maturity interest rate; the Property includes farm products. (2) require Debtor to gather the Debtor will provide Secured Party with Property and make it available to a list of the buyers, commission Secured Party in a reasonable merchants, and selling agents to or fashion; through whom Debtor may sell the farm (3) enter upon Debtor's premises and products. Debtor authorizer Secured take possession of all or any part Party to notify any additional parties of Debtor s property fear of regarding Secured Party's interest in preserving the Property or its Debtor's farm products, unless value and use and operate purposes prohibited by law. Debtor agrees to Debtor's property to protect plant, cultivate, and harvest crops in Secured Party's interest, all due season. Debtor will not use any without or compensation to Debtor; loan proceeds for a purpose that will (4) use any remedy allowed by state or contribute to excessive erosion of federal law, or provided in any highly readable land or too the agreement evidencing or pertaining conversion of wetlands to produce or to to the Secured Debts awake possible the production of an If Securest Party repossesses the agricultural commodity, as further Property or enforces the obligations of explained in 7 C. F. R. Part 1940, an account debtor, Secured Party may Subpart G, Exhibit M. If Debtor pledges keep or dispose of the Property as the Property to Secured Party (delivers provided by law. Secured Pact will the Property into the Possession or apply the Proceeds of any collection or control of Secured Party or a disposition first to Secured Party's designated third party), Debtor will. expenses of enforcement. which includes upon receipt, deliver any proceeds and reasonable attorneys' fees and legal products of the Property to Secured expenses to the extent nut prohibited Party. Debtor will provide Secured by law and then to the Secured Debts. Party with any notices, documents. Debtor (or Obligor, it not the same) financial statements, reports, and will be liable for the deficiency, if either information relating to the any. Property Debtor receives as the owner By choosing any one or more of these of the Property. remedies, Secured Party does act give PERFECTION OF SECURITY INTEREST. Debtor up the. right to use any other remedy. Authorizes Secured Party to file a Secured Party does not waive a default financing statement covering the by nut using a remedy. Property. Debtor will comply with, WAIVER. Debtor waives all claims for facilitate, and otherwise assist damages caused by Secured s Party acts Secured arty in connection with in good faith. obtaining possession or control over NOTICE AND ADDITIONAL DOCUMENTS. Where the Property for purposes of perfecting notice is Required, Debtor agrees that Secured Party's interest under the 10 days prior written notice will be Uniform Commercial Code. reasonable notice to Debtor under the Uniform Commercial Code. Notice to one party is notice to all parties. Debtor agrees to sign, deliver, and file any additional documents and certifications Secured Party considers necessary to perfect, continue, or preserve Debtor's obligations under this Agreement and to confirm Secured Party's lien status on the Property.
SIRICOMM, INC. LIBERTY BANK Line of Credit No. 122020385 2900 DAVIS BLVD STE 130 2350 S RANGELINE RD Date 02-08-2006 JOPLIN, MO 64804 JOPLIN, MO 64804-2441 Max. Credit Amt. 500,000.00 Loan Ref. No. 122020385 BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS "I" includes each borrower above, "You" means the lender, its successors jointly and severally. and assigns.
You have extended to me a line of credit in the AMOUNT of FIVE HUNDRED THOUSAND AND N0/100 $500,000.00 You will make loans to me from time to time until 2:30 P.M. on 08-07-2006. Although the line of credit expires on that date, I will remain obligated to perform all my duties under this agreement so long as I owe you any money advanced according to the terms of this agreement, as evidenced by any note or notes I have signed promising to repay these amounts. This line of credit is an agreement between you and me. It is not intended that any third party receive any benefit from this agreement, whether by direct payment, reliance for future payment or in any other manner. This agreement is not a letter of credit. 1.AMOUNT: This line of credit is: [ ] OBLIGATORY: You may not refuse to make a loan to me under this line of credit unless one of the following occurs: a. I have borrowed the maximum amount available to me; b. This line of credit has expired; c. I have defaulted on the note (or notes) which show my indebtedness under this line of credit; d. I have violated any term of this line of credit or any note or other agreement entered into in connection with this line of credit; e. _________________________________________________________________________ [X] DISCRETIONARY: You may refuse to make a loan to me under this line of credit once the aggregate outstanding advances equal or exceed FIVE HUNDRED THOUSAND AND NO/100 $500,000.00. Subject to the obligatory or discretionary limitations above, this line of credit is: [X] OPEN-END (Business or Agricultural only): I may borrow up to the maximum amount of principal more than one time. [ ] CLOSED-END: I may borrow up to the maximum only one time. 2.PROMISSORY NOTE: I will repay any advances made according to this line of credit agreement as set out in the promissory note, I signed on 02-08-2006, or any note(s) I sign at a later time which represent advances under this agreement. The notels) set(s) out the terms relating to maturity, interest rate, repayment and advances. If indicated on the promissory note, the advances will be made as follows: UPON REQUEST OF BORROWER AND APPROVAL OF LOAN OFFICER 3.RELATED DOCUMENTS: I have signed the following documents in connection with this line of credit and note(s) entered into in accordance with this line of credit: [X] security agreement dated 02-08-2006 [ ] ______________________________ [ ] mortgage dated_______________________ [ ] ______________________________ [ ] guaranty dated_______________________ [ ] ______________________________ 4.REMEDIES: If I am in default on the note(s) you may: a. take any action as provided in the related documents; b. without notice to me, terminate this line of credit. By selecting any of these remedies you do not give up your right to later use any other remedy. By deciding not to use any remedy should I default, you do not waive your right to later consider the event a default, if it happens again. 5. COSTS AND FEES: If you hire an attorney to enforce this agreement I will pay your reasonable attorney's fees, where permitted by law. I will also pay your court costs and costs of collection, where permitted by law. 6. COVENANTS: For as long as this line of credit is in effect or I owe you money for advances made in accordance with the line of credit, I will do the following: a. maintain books and records of my operations relating to the need for this line of credit; b. permit you or any of your representatives to inspect and/or copy these records; c. provide to you any documentation requested by you which support the reason for making any advance under this line of credit; d. permit you to make any advance payable to the seller (or seller and me) of any items being purchased with that advance; e.__________________________________________________________________________ 7.NOTICES: All notices or other correspondence with me should be sent to my address stated above. The notice or correspondence shall be effective when deposited in the mail, first class, or delivered to me in person. 8.MISCELLANEOUS: This line of credit may not be changed except by a written agreement signed by you and me. The law of the state in which you are located will govern this agreement. Any term of this a.reement which is contrary to applicable law will not be effective, unless the law permits you and me to agree to such a variation. FOR THE LENDER SIGNATURES: I AGREE TO THE TERMS OF THIS LINE OF HAVE RECEIVED A COPY ON TODAY'S DATE. /s/ Brian L. Ollenburger /s/ Henry P. Hoffman - -------------------------- ------------------------------ Brian L. Ollenburger Henry P. Hoffman, President Title: Vice President SIRICOMM, INC. LIBERTY BANK 2900 DAVIS BLVD STE 130 2350 S RANGELINE RD JOPLIN, MO 64804 JOPLIN, MO 64804-2441 Account holder's name and address: "I" Secured party's name and address: means the account holder named "You" means the secured party named above. If there is more than one, above, your successors and assigns. "I" means all account holders jointly and each account holder separately. Date: 02-08-2006 Additional terms: The following terms are also part of this agreement: Assignment of deposit or share account: (1) This agreement will last until you For value received, I assign and release it in writing, and you are transfer to you, and I give you a not required to release it until the security interest in the following secured debts are paid in full. account(s): LIBERTY BANK (2) While this agreement is in effect, CD#1200214 $500,000.OO RATE 4.25% neither I nor anyone else (except MATURITY 08-07-06 you, the secured party) can withdraw all or any part of the collateral. (3) No joint owner, beneficiary, and any renewals or substitutions. surviving spouse or representative These account(s) will be referred to of my estate gets any rights in the as the collateral in the rest of collateral in the event of my death this agreement. The collateral is or incapacity until the secured held with: LIBERTY BANK debts are paid in full. 2351 S HIGHVIEW (4) You have the right to withdraw all JOPLIN MO 64804 or any part of the collateral and apply the withdrawal toward the payment of the secured debt(s), even which will be referred to as the if the withdrawal causes a penalty. depository in the rest of this If a secured debt is in default you agreement. The collateral includes can exercise this right without any all funds now in the accounts listed notice to me or my consent (unless plus all additions of any kind and such notice or consent is required from any source, made at any time by law and cannot be waived). You before the release of this agreement have the right to sign my name (or in writing. sign your name as my attorney in fact) to exercise the rights given to you in this agreement. Secured debt(s): This agreement is made (5) I represent and promise that no to secure the payment of: other person or entity has any [X] all present and future debts, of rights in the collateral that have every kind and description which: priority over those I am giving you SIRICOMM, INC. here and that no part of the collateral is exempt or protected by law from this agreement. (6) The rights and remedies I am giving may now or hereafter you here are in addition to any owe to you, no matter how or when stated in any other agreements. If these debts arise. (We intend this there is more than one debt secured, paragraph to be very broad. For more than one type of collateral example, "debts" include loans or (including collateral outside of credit purchases, made by or this agreement) or more than one transferred to you, as well as debts debtor liable, it is entirely in arising from any other relationship your discretion as to the order and such as check overdrafts, forgeries, timing of remedies you select. or returned deposits. These also (7) I neither assume nor am excused include debts arising from any from personal liability for any of capacity [maker, co-maker, endorser, the secured debts merely by making surety, guarantor].) If more than this agreement; my personal one person or entity is listed, then liability will be determined by all joint and separate debts of all referring to other documents. I do those listed are secured. assume personal liability for the warranties and representations made in this agreement. (8) A debt secured by this agreement [ ] the following described debt(s), (whether specifically listed or not) plus all extensions, renewals, includes all sums that could modifications and substitutions: possibly be due under the debt. (9) I specifically request and direct the depository to honor and accept this agreement and its terms. Signature(s) of account holder(s): By signing here we accept the terms of this agreement and acknowledge receipt of a copy. SIRICOMM, INC. /s/Henry P. Hoffman --------------------------- HENRY P. HOFFMAN, PRESIDENT
Notice to depository: Acknowledgement by the depository: Release by secured party: Date: 02-08-2006 Date: Date: To: LIBERTY BANK To: LIBERTY BANK To: LIBERTY BANK 2351 S HIGHVIEW 2350 S RANGELINE RD 2351 S HIGHVIEW JOPLIN MO 64804 JOPLIN, MO 64804(.)2441 JOPLIN MO 64804 This comfirms our oral notice dated: Please take notice of this agreement. We have recieved your notice of this This is to advise you that the Please confirm your reciept of this notice agreement. We agree that no account assignment and security interest and your acceptance of its terms by holder or any other person (other in the collateral described above completeing the ackknowledgement portion thank you, the secured party) has has been released and the original and returning a copy to the secured party. any right to make any withdrawls certificate, or passbook or other from the collateral until this evidence of the collateral (if agreement is released in writing by any) has been returned to the you. account holder(s). By: Brian L Ollenburger By: By: /s/ Brian L Ollenburger - ---------------------------------- ---------------------------------- ---------------------------------- For the secured party. For the secured party. For the secured party.
CORPORATE AUTHORIZATION RESOLUTION LIBERTY BANK By: SIRICOMM,INC. 2350 S RANGELINE RD 2900 DAVIS BLVD STE 130 JOPLIN, MO 64804-2441 JOPLIN, MO 64804 Referred to in this document as Referred to in rhis document as "Financial Institution" "Corporation" I, ____________ certify that I am Secretary (clerk) of the above named corporation organized under the laws of Delaware, Federal Employer I.D. Number 62-1386759, engaged in business under the trade name of SIRICOMM, INC., and that the resolutions on this document are a correct copy of the resolutions adopted at a meeting of the Board of Directors of the Corporation duly and properly called and held on 02-08-2006 (date). These resolutions appear in the minutes of this meeting and have not been rescinded or modified. AGENTS Any Agent listed below, subject to any written limitations, is authorized to exercise the powers granted as indicated below: Name and Title or Position Signature Facsimile Signature (if used) A. HENRY P. HOFFMAN, PRESIDENT X /s/ Henry P. Hoffman X___________________ B. ___________________________ X______________________ X___________________ C. ___________________________ X _____________________ X___________________ D.____________________________ X______________________ X___________________ E.____________________________ X______________________ X___________________ F.____________________________ X______________________ X___________________ POWERS GRANTED (Attach one or more Agents to each power by placing the letter corresponding to their name in the area before each power. Following each power indicate the number of Agent signatures required to exercise the power.)
Indicate A, B, C, Description of Power Indicate number of D, E, and/or F signatures required _________________ (1) Exercise all of the powers listed in this resolution. ____________________ _________________ (2) Open any deposit or share accounts) in the name of ____________________ the Corporation. _________________ (3) Endorse checks and orders for the payment of money or ____________________ otherwise withdraw or transfer funds on deposit with this Financial Institution. A________________ (4) Borrow money on behalf and in the name of the 1___________________ Corporation, sign, execute and deliver promissory notes 1 or other evidences of indebtedness. A________________ (5) Endorse, assign, transfer, mortgage or pledge bills 1___________________ receivable, warehouse receipts, bills of lading, stocks, 1 bonds, real estate or other property now owned or hereafter owned or acquired by the Corporation as security for sums borrowed, and to discount the same, unconditionally guarantee payment of all bills received, negotiated or discounted and to waive demand, presentment, protest, notice of protest and notice of non-payment. _________________ (6) Enter into a written lease for the purpose of ____________________ renting, maintaining, accessing and terminating a Safe Deposit Box in this Financial Institution. _________________ (7) Other _____________________________________________. ____________________
LIMITATIONS ON POWERS The following are the Corporation's express limitations on the powers granted under this resolution. EFFECT ON PREVIOUS RESOLUTIONS This resolution supersedes resolution dated____________________. If not completed, all resolutions remain in effect. CERTIFICATION OF AUTHORITY I further certify that the Board of Directors of the Corporation has, and at the time of adoption of this resolution had, full power and lawful authority to adopt the resolutions on page 2 and to confer the powers granted above to the persons named who have full power and lawful authority to exercise the same. (Apply seal below where appropriate.) [ ] If checked, the Corporation is a non-profit corporation. In Witness Whereof, I have subscribed my name to this document and affixed the seal of the Corporaton on 02-05-2006 (date) /s/ Henry P. Hoffman /s/ J. Richard Iler - ---------------------------- ------------------------ Attest by One Other Officer Secretary RESOLUTIONS The Corporation named on this resolution resolves that, (1) The Financial Institution is designated as a depository for the funds of the Corporation and to provide other financial accommodations indicated in this resolution. (2) This resolution shall continue to have effect until express written notice of its rescission or modification has been received and recorded by the Financial Institution. Any and all prior resolutions adopted by the Board of Directors of the Corporation and certified to the Financial Institution as governing the operation of this corporation's account(s), are in full force and effect, until the Financial Institution receives and acknowledges an express written notice of its revocation, modification or replacement. Any revocation, modification or replacement of a resolution must be accompanied by documentation, satisfactory to the Financial Institution, establishing the authority for the changes. (3) The signature of an Agent on this resolution is conclusive evidence of their authority to act on behalf of the Corporation. Any Agent, so long as they act in a representative capacity as an Agent of the Corporation, is authorized to make any and all other contracts, agreements, stipulations and orders which they may deem advisable for the effective exercise of the powers indicated on page one, from time to time with the Financial Institution, subject to any restrictions on this resolution or otherwise agreed to in writing. (4) All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf of the Corporation with the Financial Institution prior to the adoption of this resolution are hereby ratified, approved and confirmed. (5) The Corporation agrees to the terms and conditions of any account agreement, properly opened by any Agent of the Corporation. The Corporation authorizes the Financial Institution, at any time, to charge the Corporation for all checks, drafts, or other orders, for the payment of money, that are drawn on the Financial Institution, so long as they contain the required number of signatures for this purpose. (6) The Corporation acknowledges and agrees that the Financial Institution may furnish at its discretion automated access devices to Agents of the Corporation to facilitate those powers authorized by this resolution or other resolutions in effect at the time of issuance. The term "automated access device" includes, but is not limited to, credit cards, automated teller machines (ATM), and debit cards. (7) The Corporation acknowledges and agrees that the Financial Institution may rely on alternative signature and verification codes issued to or obtained from the Agent named on this resolution. The term "alternative signature and verification codes" includes, but is not limited to, facsimile signatures on file with the Financial Institution, personal identification numbers (PIN), and digital signatures. If a facsimile signature specimen has been provided on this resolution, (or that are filed separately by the Corporation with the Financial Institution from time to time) the Financial Institution is authorized to treat the facsimile signature as the signature of the Agent(s) regardless of by whom or by what means the facsimile signature may have been affixed so long as it resembles the facsimile signature specimen on file. The Corporation authorizes each Agent to have custody of the Corporation's private key used to create a digital signature and to request issuance of a certificate listing the corresponding public key. The Financial Institution shall have no responsibility or liability for unauthorized use of alternative signature and verification codes unless otherwise agreed in writing. Pennsylvania. The designation of an Agent does not create a power of attorney; therefore, Agents are not subject to the provisions of 20 Pa.C.S.A. Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code) unless the agency was created by a separate power of attorney. Any provision that assigns Financial Institution rights to act on behalf of any person or entity is not subject to the provisions of 20 Pa.C.S.A. Section 5601 et seq. (Chapter 56; Decedents, Estates and Fiduciaries Code). FOR FINANCIAL INSTITUTION USE ONLY Acknowledged and received on_________________ (date) by_______ (initials) [ ] This resolution is superseded by resolution dated_______ Comments:______________________________________________________________________