STAND-ALONE REVOLVING NOTE
$
250,000.00
February 6, 2006
--------------------------
--------------------------
FOR VALUE RECEIVED, the undersigned borrower (the "Borrower"),
promises
to pay to the order of U.S. Bank N.A. (the "Bank"), the principal sum of TWO
HUNDRED FIFTY THOUSAND AND NO/100 Dollars ($250,000.00), payable SEPTEMBER 30,
2006 (the "Maturity Date").
The Bank will make advances to the Borrower from time to time up to
the
aggregate amount of
$250,000.00,
less letters of credit
issued by Bank.
The
Borrower may, prior to
the Maturity Date or
termination
as described
below,
borrow, repay and reborrow such amount from the Bank.
1. Interest.
The unpaid principal balance will bear interest at an annual rate
equal
to the prime rate announced by the Bank.
The interest rate
hereunder will be
adjusted each time that the prime
rate changes.
2. Payment Schedule.
Interest is payable
beginning MARCH 15,
2006, and on the same date of
each consecutive month
thereafter
(except that if a
given month does not have
such a date, the last day of such month), plus a final interest
payment with the
final payment of principal.
3. Paid-In-Full
Period. ______ If checked here, all
revolving loans
under this Stand-Alone
Revolving Note (the "Note") must be paid in
full for a
period of at least n/a consecutive days during each fiscal
year.
4. Closing Fee. ______
If checked here, the Borrower will pay the Bank
a one-time closing fee of $416.67 contemporaneously with the execution of this
Note. This fee is in addition to all other fees, expenses and other amounts due
hereunder.
5. Late Payment Fee.
Subject to the applicable law, if any payment is
not made on or before its due date, the Bank may collect a
delinquency charge of
5.00% of the unpaid
amount. Collection
of the late
payment fee shall not be
deemed to be a waiver of the Bank's right to declare a default
hereunder.
6. Calculation
of Interest.
Interest will be
computed for the actual
number of days
principal is unpaid,
using a daily factor
obtained by dividing
the stated interest rate by 360.
7. Default Interest Rate. Notwithstanding any provision of this
Note to
the contrary, upon any
default or at any time during the continuation thereof
(including failure
to pay upon
maturity),
the Bank may,
at its option and
subject to applicable law, increase the interest rate on this
Note to a rate of
5% per annum plus the interest rate otherwise payable hereunder.
Notwithstanding
the foregoing and subject to applicable law, upon the occurrence of
a default by
the Borrower or any guarantor involving bankruptcy, insolvency, receivership
proceedings or an assignment for the benefit of creditors,
the interest rate
on
this Note shall
automatically increase
to a rate of 5% per annum plus the rate
otherwise payable hereunder.
8. Maximum Rate. In no event will the interest rate hereunder exceed
that permitted
by applicable law. If any interest or other
charge is finally
determined by a court
of competent
jurisdiction to exceed
the maximum amount
permitted by law,
the interest or charge shall be reduced to the maximum
permitted by law, and the Bank may credit any excess amount
previously collected
against the balance due or refund the amount to the Borrower.
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9. Financial
Information.
(Text eligible) principles of accounting
consistently applied
throughout the accounting periods involved; (ii) provide
the Bank with such
information concerning
its business
affairs and
financial
condition (including insurance coverage) as the Bank may reasonably
request; and
(iii) without
request, provide the Bank with annual financial statements
prepared by an accounting firm acceptable to the Bank within 120
days of the end
of each fiscal year.
10. Credit Balances; Set off. As additional security for the
payment of
the obligations
described in this Note
or any document
securing or related to
the loan evidenced by this Note (collectively the "Loan Documents"), and any
other obligations
of the Borrower to the Bank of any nature whatsoever
(collectively the
"Obligations"),
the Borrower
hereby grants to the Bank as
security interest
in, a lien on and an
express contractual right to set off
against all depository
account balances, cash and any other property of the
Borrower now or hereafter in the possession of the Bank and the
right to refuse
to allow withdrawals from any account (collectively "Setoff"). The Bank may, at
any time upon
occurrence of a
default hereunder
(notwithstanding
any notice
requirements or grace/cure periods under this or other
agreements
between the
Borrower and the
Bank) Setoff against the Obligations whether or not the
Obligations
(including future
installments) are then due or have been
accelerated, all
without any advance or contemporaneous notice or demand of any
kind to the Borrower, such notice and demand being expressly
waived.
11. Advances and Paying Procedure. The Bank is authorized and
directed
to credit any of the
Borrower's accounts
with the Bank (or to
the account the
Borrower designates in
writing) for all loans made hereunder, and the Bank is
authorized to debit
such account or any other account of the Borrower with
the
Bank for the amount of any principal, interest or expenses due
under the Note or
other amount due
hereunder on the due date with respect thereto. Payments due
under the Note and
other Loan
Documents will be made in lawful
money of the
United States.
All payments may be
applied by the Bank to principal, interest
and other amounts due under the Loan Documents in any order which the Bank
elects. If,
upon any request by the Borrower to the Bank to issue a wire
transfer, there is an
inconsistency
between the name of
the recipient of
the
wire and its identification number as specified by the
Borrower, the Bank
may,
without liability,
transmit the payment via wire based solely upon the
identification number.
12.
Defaults. Notwithstanding any cure periods described below, the
Borrower shall immediately notify the Bank in writing when
the Borrower obtains
knowledge of the
occurrence
of any default
specified below. Regardless of
whether the Borrower has given the required notice, the occurrence of one or
more of the following shall constitute a default:
(a) Nonpayment.
The Borrower shall fail to pay (i) any
interest due on this Note or any fees, charges, costs or expenses
under the Loan
Documents by 5 days after the same becomes due; or (ii) any
principal amount
of
this Note when due.
(b) Nonperformance.
The Borrower or any guarantor of the
Borrower's Obligations
to the Bank
("Guarantor")
shall fail to perform or
observe any agreement,
term, provision,
condition,
or covenant (other
than a
default occurring
under (a), (c),
(d), (e), (f) or (g)
of this paragraph
12)
required to be performed or observed by the Borrower or any
Guarantor
hereunder
or under any other
Loan Document
or other agreement with or in favor of the
Bank.
(c) Misrepresentation.
Any financial information, statement,
certificate, representation or warranty given to the Bank by the
Borrower or any
Guarantor (or any of their representatives) in connection with entering into
this Note or the other
Loan Documents
and/or any borrowing thereunder, or
required to be
furnished under the terms thereof, shall prove untrue or
misleading in any material respect (as determined by the Bank in
the exercise of
its judgment) as of the time when given.
(d) Default
on Other Obligations. The Borrower or any
Guarantor shall be in default under the terms of any loan
agreement,
promissory
note, lease,
conditional
sale contract or other agreement, document or
instrument evidencing,
governing or securing any indebtedness owing by the
Borrower or any Guarantor to the Bank or any indebtedness in excess of $10,000
owing by the Borrower
to any third party,
and the period of grace, if any, to
cure said default shall have passed.
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(e) Judgments.
Any judgment shall be obtained against the
Borrower or any Guarantor which, together with all other
outstanding unsatisfied
judgments against the
Borrower (or such Guarantor), shall exceed the sum of
$10,000 and shall remain unvacated, unbonded or unstayed for a
period of 30 days
following the date of entry thereof.
(f) Inability
to Perform; Bankruptcy/Insolvency.
(i) The
Borrower or any
Guarantor shall die or
cease to exist; or
(ii) any Guarantor
shall attempt to revoke any guaranty of the Obligations described
herein, or any
guaranty becomes
unenforceable in whole or in part for any reason; or (iii) any
bankruptcy, insolvency
or receivership
proceedings,
or an
