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BANKWINDSOR BORROWER COMMERCIAL/
IDS Center LSC, INC. AGRICULTURAL
000 Xxxxxxxxx Xxxxxx XXXXXXX X XXXXXXX REVOLVING OR DRAW
Xxxxxxxxxxx, Xxxxxxxxx 00000 XXXXXXX X XXXXXXX REVOCABLE TRUST NOTE-VARIABLE RATE
(000) 000-0000 XXXXXX X XXXXXXXXXX
"LENDER" XXXX X XXXXXX
ADDRESS
0000 XXXXX XXXXXXXXXX XXXX
XXXXX, XX 00000
TELEPHONE NO. IDENTIFICATION NO.
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OFFICER INTEREST PRINCIPAL AMOUNT/ FUNDING/ CUSTOMER
INITIALS RATE CREDIT LIMIT AGREEMENT DATE MATURITY DATE NUMBER LOAN NUMBER
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DKD VARIABLE $500,000.00 11/15/99 07/01/00 97414401
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PROMISE TO PAY
For value received, Borrower promises to pay to the order of Lender indicated
above the principal amount of FIVE HUNDRED THOUSAND AND NO/100 Dollars
($500,000.00) or, if less, the aggregate unpaid principal amount of all loans or
advances made by the Lender to the Borrower, plus interest on the unpaid
principal balance at the rate and in the manner described below. All amounts
received by Lender shall be applied first to late payment charges and expenses,
then to accrued interest, and then to principal or in any other order as
determined by Lender, in Lender's sole discretion, as permitted by law.
INTEREST RATE: This Note has a variable rate feature. Interest on the Note may
change from time to time if the Index Rate identified below changes. Interest
shall be computed on the basis of 360 DAYS AND THE ACTUAL NUMBER OF DAYS per
year. Interest on this Note shall be calculated at a variable rate equal to ONE
AND NO/1000 percent (1.000%) per annum OVER the Index Rate. The initial Index
Rate is currently EIGHT AND 250/1000 percent (8.250%) per annum. The initial
interest rate on this Note shall be NINE AND 250/1000 percent (9.250%) per
annum. Any change in the interest rate resulting from a change in the Index Rate
will be effective on: THE DATE THE INDEX RATE CHANGES
INDEX RATE: The Index Rate for this Note shall be: U.S. BANK N.A. REFERENCE
RATE
MINIMUM RATE/MAXIMUM RATE: The minimum interest rate on this Note shall be N/A
percent ( N/A %) per annum. The maximum interest rate on this Note shall not
exceed N/A percent ( N/A %) per annum or the maximum interest rate Lender is
permitted to charge by law, whichever is less.
POST MATURITY RATE: After maturity, whether due to scheduled maturity or
acceleration, Lender may increase the interest rate on this Note to:
__________________________________________________, or the maximum interest rate
Lender is permitted to charge by law, from the date of maturity until paid.
PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to the
following schedule:
ON DEMAND, IF NO DEMAND IS MADE, THEN INTEREST ONLY PAYMENTS BEGINNING DECEMBER
1, 1999 AND CONTINUING AT MONTHLY TIME INTERVALS THEREAFTER. A FINAL PAYMENT OF
THE UNPAID PRINCIPAL BALANCE PLUS ACCRUED INTEREST IS DUE AND PAYABLE ON JULY 1,
2000.
All payments will be made to Lender at its address described above and in lawful
currency of the United States of America.
RENEWAL: If checked, /X/ this Note is a renewal of loan number 97414401, and is
not in payment of that Note.
SECURITY: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest in, and pledges and
assigns to Lender all of Borrower's rights, title, and interest, in all monies,
instruments, savings, checking and other deposit accounts of Borrower's,
(excluding XXX, Xxxxx and trust accounts and deposits subject to tax penalties
if so assigned) that are now or in the future in Lender's custody or control.
Upon default, and to the extent permitted by applicable law, Lender may exercise
any or all of its rights or remedies as a secured party with respect to such
property which rights and remedies shall be in addition to all other rights and
remedies granted to Lender including, without limitation, Lender's common law
right of setoff. / / If checked, the obligations under this Note are also
secured by a lien and/or security interest in the property described in the
documents executed in connection with this Note as well as any other property
designated as security now or in the future.
PREPAYMENT: This Note may be prepaid in part or in full on or before its
maturity date. If this Note contains more than one installment, all prepayments
will be credited as determined by Lender and as permitted by law. If this Note
is prepaid in full, there will be: /X/ No prepayment penalty. / / A prepayment
penalty of _________% of the principal prepaid.
LATE CHARGE: If a payment is received more than N/A days late, Borrower will be
charged a late charge of: / / ________% of the late payment; / / $_________ or
_______% of the late payment, whichever is / / greater / / less.
REVOLVING OR DRAW FEATURE: /X/ This Note possesses a revolving feature. Upon
satisfaction of the conditions set forth in this Note, Borrower shall be
entitled to borrow up to the full principal amount of the Note and to repay and
reborrow from time to time during the term of this Note. / / This Note possesses
a draw feature. Upon satisfaction of the conditions set forth in this Note,
Borrower shall be entitled to make one or more draws under this Note. The
aggregate amount of such draws shall not exceed the full principal amount of
this Note.
Lender shall maintain a record of the amounts loaned to and repaid by Borrower
under this Note. The aggregate unpaid principal amount shown on such record
shall be rebuttable presumptive evidence of the principal amount owing and
unpaid on this Note. The Lender's failure to record the date and amount of any
loan or advance shall not limit or otherwise affect the obligations of the
Borrower under this Note to repay the principal amount of the loans or advances
together with all interest accruing thereon. Lender shall not be obligated to
provide Borrower with a copy of the record on a periodic basis. Borrower shall
be entitled to inspect or obtain a copy of the record during Lender's business
hours.
CONDITIONS FOR ADVANCES: If there is no default under this Note, Borrower shall
be entitled to borrow monies or make draws under this Note (subject to the
limitations described above) under the following conditions:
THIS NOTE EVIDENCES A DISCRETIONARY LINE OF CREDIT; IT SHALL NOT MEAN THAT THE
BANK IS OBLIGATED TO MAKE ANY ADVANCES. EACH ADVANCE ON THIS NOTE SHALL BE IN
THE SOLE DISCRETION OF THE BANK'S OFFICERS.
BORROWER ACKNOWLEDGES THAT BORROWER HAS READ, UNDERSTANDS, AND AGREES TO THE
TERMS AND CONDITIONS OF THIS NOTE INCLUDING THE PROVISIONS ON THE REVERSE SIDE.
BORROWER ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS NOTE.
NOTE DATE: NOVEMBER 15, 1999
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BORROWER: LSC, INC. BORROWER: XXXXXXX X XXXXXXX
/s/ J. Xxxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxxx
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J XXXXXXX XXXXXX XXXXXXX X XXXXXXX, INDIVIDUALLY
PRESIDENT
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BORROWER: XXXXXXX X XXXXXXX REVOCABLE TRUST BORROWER: XXXXXX X XXXXXXXXXX
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxxxxx
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XXXXXXX X XXXXXXX, TRUSTEE XXXXXX X XXXXXXXXXX, INDIVIDUALLY
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BORROWER: XXXX X XXXXXX
/s/ Xxxx X. Xxxxxx
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XXXX X XXXXXX, INDIVIDUALLY
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TERMS AND CONDITIONS
1. DEFAULT: Borrower will be in default under this Note in the event that
Borrower or any guarantor or any other third party: (a) fails to make any
payment on this Note or any other indebtedness to Lender when due; (b) fails to
perform any obligation or breaches any warranty or covenant to Lender contained
in this Note or any other present or future written agreement regarding this or
any indebtedness of Borrower to Lender; (c) provides or causes any false or
misleading signature or representation to be provided to Lender; (d) allows the
collateral securing this Note (if any) to be lost, stolen, destroyed, damaged in
any material respect, or subjected to seizure or confiscation; (e) permits the
entry or service of any garnishment, judgment, tax levy, attachment or lien
against Borrower, any guarantor, or any of their property or the Collateral; (f)
dies, becomes legally incompetent, is dissolved or terminated, ceases to operate
its business, becomes insolvent, makes an assignment for the benefit of
creditors, fails to pay debts as they become due, or becomes the subject of any
bankruptcy, insolvency or debtor rehabilitation proceeding; or (g) causes Lender
to deem itself insecure for any reasons, or Lender, for any reason, in good
xxxxx xxxxx itself insecure.
2. RIGHTS OF LENDER ON DEFAULT: If there is a default under this Note,
Lender will be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law): (a) to cease making
additional advances under this Note; (b) to declare the principal amount plus
accrued interest under this Note and all other present and future obligations of
Borrower immediately due and payable in full; (c) to collect the outstanding
obligations of Borrower with or without resorting to judicial process; (d) to
take possession of any collateral in any manner permitted by law; (e) to require
Borrower to deliver and make available to Lender any collateral at a place
reasonably convenient to Borrower and Lender; (f) to sell, lease or otherwise
dispose of any collateral and collect any deficiency balance with or without
resorting to legal process; (g) to set-off Borrower's obligations against any
amounts due to Borrower including, but not limited to monies, instruments, and
deposit accounts maintained with Lender; and (h) to exercise all other rights
available to Lender under any other written agreement or applicable law.
Lender's rights are cumulative and may be exercised together, separately, and in
any order. Lender's remedies under this paragraph are in addition to those
available at common law, including, but not limited to, the right of set-off.
3. DEMAND FEATURE: If this Note contains a demand feature, Lender's right to
demand payment, at any time, and from time to time, shall be in Lender's sole
and absolute discretion, whether or not any default has occurred.
4. FINANCIAL INFORMATION: Borrower will provide Lender with current
financial statements and other financial information (including, but not limited
to, balance sheets and profit and loss statements) upon request.
5. MODIFICATION AND WAIVER: The modification or waiver of any of Borrower's
obligations or Lender's rights under this Note must be contained in a writing
signed by Lender. Lender may perform any of Borrower's obligations or delay or
fail to exercise any of its rights without causing a waiver of those obligations
or rights. A waiver on one occasion will not constitute a waiver on any other
occasion. Borrower's obligations under this Note shall not be affected if Lender
amends, compromises, exchanges, fails to exercise, impairs or releases any of
the obligations belonging to any co-borrower or guarantor or any of its rights
against any co-borrower, guarantor or collateral.
6. SEVERABILITY AND INTEREST LIMITATION: If any provision of this Note is
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
Notwithstanding anything contained in this Note to the contrary, in no event
shall interest accrue under this Note, before or after maturity, at a rate in
excess of the highest rate permitted by applicable law, and if interest
(including any charge or fee held to be interest by a court of competent
jurisdiction) in excess thereof be paid, any excess shall constitute a payment
of, and be applied to, the principal balance hereof, and if the principal
balance has been fully paid, then such interest shall be repaid to the Borrower.
7. ASSIGNMENT: Borrower will not be entitled to assign any of its rights,
remedies or obligations described in this Note without the prior written consent
of Lender which may be withheld by Lender in its sole
discretion. Lender will be entitled to assign some or all of its rights and
remedies described in this Note without notice to or the prior consent of
Borrower in any manner.
8. NOTICE: Any notice or other communication to be provided to Borrower or
Lender under this Note shall be in writing and sent to the parties at the
addresses described in this Note or such other address as the parties may
designate in writing from time to time.
9. APPLICABLE LAW: This Note shall be governed by the laws of the state
indicated in Lender's address. Borrower consents to the jurisdiction and venue
of any court located in the state indicated in Lender's address in the event of
any legal proceeding pertaining to the negotiation, execution, performance or
enforcement of any term or condition contained in this Note or any related loan
document and agrees not to commence or seek to remove such legal proceeding in
or to a different court.
10. COLLECTION COSTS: If Lender hires an attorney to assist in collecting any
amount due or enforcing any right or remedy under this Note, Borrower agrees to
pay Lender's attorney's fees, to the extent permitted by applicable law, and
collection costs.
11. RETURNED CHECK: If a check for payment is returned to Lender for any
reason, Lender will charge an additional fee of $20.00.
12. MISCELLANEOUS: This Note is being executed for commercial/agricultural
purposes. Borrower and Lender agree that time is of the essence. Borrower waives
presentment, demand for payment, notice of dishonor and protest. If Lender
obtains a judgment for any amount due under this Note, interest will accrue on
the judgment at the judgment rate of interest permitted by law. All references
to Borrower in this Note shall include all of the parties signing this Note. If
there is more than one Borrower, their obligations will be joint and several.
This Note and any related documents represent the complete and integrated
understanding between Borrower and Lender pertaining to the terms and conditions
of those documents.
13. JURY TRIAL WAIVER: BORROWER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN
ANY CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS NOTE OR THE COLLATERAL
SECURING THIS NOTE.
14. ADDITIONAL TERMS:
PURPOSE: WORKING CAPITAL
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PRINCIPAL ADVANCES AND PAYMENTS INTEREST PAYMENTS RATE CHANGE
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AMOUNT AMOUNT
MADE BY DATE OF OF PRINCIPAL UNDISBURSED RECEIVED DATE INTEREST DATE DATE RATE
ADVANCE PAYMENT BALANCE COMMITMENTS BY PAID PAID TO
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