Attached files
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LOAN
NUMBER
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LOAN
NAME
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ACCT.
NUMBER
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NOTE
DATE
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INITIALS
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7200014625
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Innolog
Holdings Corporation
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04/23/09
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JBR
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NOTE
AMOUNT
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INDEX
(w/Margin)
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RATE
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MATURITY
DATE
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LOAN
PURPOSE
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$500,000.00
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Wall
Street Journal Prime plus 1.000%
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5.0%
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Payable
on Demand
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Commercial
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Creditor
Use Only
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PROMISSORY
NOTE
(Commercial
- Revolving Draw)
DATE AND
PARTIES. The date of this Promissory Note (Note) is April 23,
2009. The parties and their addresses are:
LENDER:
EAGLEBANK
7815
Woodmont Avenue
Bethesda,
Maryland 20814
Telephone: (301)
986-1800
BORROWER:
INNOLOG
HOLDINGS CORPORATION
a Nevada
Corporation
8300
Greensboro Drive, Ste 225
McLean,
Virginia 22102
1.
DEFINITIONS. As
used in this Note, the terms have the following meanings:
A. Pronouns. The
pronouns "I," "me," and "my" refer to each Borrower signing this Note,
individually and together. "You" and "Your" refer to the
Lender.
B. Note. Note
refers to this document, and any extensions, renewals, modifications and
substitutions of this Note.
C. Loan. Loan
refers to this transaction generally, including obligations and duties arising
from the terms of all documents prepared or submitted for this transaction such
as applications, security agreements, disclosures or notes, and this
Note.
D. Loan
Documents. Loan Documents refer to all the documents executed
as a part of or in connection with the Loan.
E.
Property. Property is any property, real, personal or
intangible, that secures my performance of the obligations of this
Loan.
F. Percent. Rates
and rate change limitations are expressed as annualized
percentages.
2.
PROMISE TO PAY. For
value received, I promise to pay you or your order, at your address, or at such
other location as you may designate, amounts advanced from time to time under
the terms of this Note up to the maximum outstanding principal balance of $500,000.00 (Principal), plus
interest from the date of disbursement, on the unpaid outstanding Principal
balance until this Note is paid in full and you have no further obligations to
make advances to me under the Loan.
I may
borrow up to the Principal amount more than one time.
All
advances made will be made subject to all other terms and conditions of the
Loan.
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3.
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INTEREST. Interest
will accrue on the unpaid Principal balance of this Note at the rate of
5.0 percent (Interest
Rate) until April 24, 2009, after which time it may change as
described in the Variable Rate
subsection.
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A. Interest After
Default. If you declare a default under the terms of the Loan,
including for failure to pay in full at maturity, you may increase the Interest
Rate payable on the outstanding Principal balance of this Note. In
such event, interest will accrue on the outstanding Principal balance at the
variable Interest Rate in effect from time to time, plus an additional 5.000
percent, until paid in full.
B. Maximum Interest
Amount. Any amount assessed or collected as interest under the
terms of this Note will be limited to the maximum lawful amount of interest
allowed by state or federal law, whichever is greater. Amounts
collected in excess of the maximum lawful amount will be applied first to the
unpaid Principal balance. Any remainder will be refunded to
me.
C. Statutory
Authority. The amount assessed or collected on this Note is
authorized by Subtitle 1, § 12-103(e) of Title 12 of the Commercial Law Article
of the Annotated Code of Maryland.
D.
Accrual. Interest accrues using an Actual/360 days counting
method.
E. Variable
Rate. The Interest Rate may change during the term of this
transaction.
(1)
Index. Beginning with the first Change Date, the Interest Rate
will be based on the following index: the base rate on corporate
loans posted by at least 75% of the 30 largest U.S. banks known as the Wall
Street Journal U.S. Prime Rate.
The
Current Index is the most recent index figure available on each Change
Date. You do not guaranty by selecting this Index, or the margin,
that the Interest Rate on this Note will be the same rate you charge on any
other loans or class of loans you make to me or other borrowers. If
this Index is no longer available, you will substitute a similar
index. You will give me notice of your choice.
(2) Change
Date. Each date on which the Interest Rate may change is called a
Change Date. The Interest Rate may change April 24, 2009 and daily
thereafter.
(3) Calculation Of
Change. On each Change Date you will calculate the Interest Rate,
which will be the Current Index plus 1.000 percent. The result of
this calculation will be rounded up to the nearest .125
percent. Subject to any limitations, this will be the Interest Rate
until the next Change Date. The new Interest Rate will become
effective on each Change Date. The Interest Rate and other charges on
this Note will never exceed the highest rate or charge allowed by law for this
Note.
(4)
Limitations. The Interest Rate changes are subject to the
following limitations:
(a) Lifetime. The
Interest Rate will never be less than 5.000 percent.
(5) Effect Of Variable
Rate. A change in the Interest Rate will have the following effect on
the payments: The amount of scheduled payments will
change.
4.
ADDITIONAL
CHARGES. As additional consideration, I agree to pay, or have
paid, the fees and charges listed on the APPENDIX: FEES AND CHARGES, which is
attached to and made part of this Note.
5. REMEDIAL
CHARGES. In addition to interest or other finance charges, I
agree that I will pay these additional fees based on my method and pattern of
payment. Additional remedial charges may be described elsewhere
in this Note.
A. Late Charge. If
a payment is more than 10 days late, I will be
charged 5.000 percent of
the Amount of Payment or $5.00, whichever is
greater. I will pay this late charge promptly but only once for
each late payment.
B. Returned Check
Charge. I agree to pay a fee not to exceed $35.00 for each
check, negotiable order of withdrawal or draft I issue in connection with the
Loan that is returned because it has been dishonored.
C. Stop Payment
Fee. A(n) Stop Payment Fee equal to $32.00.
6. GOVERNING
AGREEMENT. This Note is further governed by the Commercial
Loan Agreement executed between you and me as a part of this Loan, as modified,
amended or supplemented. The Commercial Loan Agreement states the
terms and conditions of this Note, including the terms and conditions under
which the maturity of this Note may be accelerated. When I sign this
Note, I represent to you that I have reviewed and am in compliance with the
terms contained in the Commercial Loan Agreement.
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Innolog
Holdings Corporation
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Maryland
Promissory
Note
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Initials
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MD/4XXXatang00063000005993015042309N
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-1996 Bankers
Systems, Inc., St. Cloud, MN C
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Page
1
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7. PAYMENT. I agree to
pay this Note on demand. Upon your demand the entire unpaid balance
of Principal and accrued interest, along with any earned, and unpaid fees or
charges, and the amount of any advances made on my behalf, will be due and
owing. In addition, I agree to make the following
payments: on demand, but if no demand is made, I agree to pay the
outstanding balance on this Note by regular monthly payments of all accrued
unpaid interest due as of each payment date, beginning May 23, 2009 with all
subsequent payments to be due on the same day of each month after
that.
Payments
will be rounded up to the nearest $.01. With the final payment I also
agree to pay any additional fees or charges owing and the amount of any advances
you have made to others on my behalf. Payments scheduled to be paid
on the 29th, 30th or 31st day of a month that contains no such day will,
instead, be made on the last day of such month.
Each
payment I make on this Note will be applied first to interest that is due then
to principal that is due, and finally to any charges that I owe other than
principal and interest. If you and I agree to a different application
of payments, we will describe our agreement on this Note. You may
change how payments are applied in your sole discretion without notice to
me. The actual amount of my final payment will depend on my payment
record.
8.
PREPAYMENT. I may
prepay this Loan in full or in part at any time. Any partial
prepayment will not excuse any later scheduled payments until I pay in
full.
9.
LOAN
PURPOSE. The purpose of this Loan is to provide working
capital for Innolog Holdings Corporation.
10. ADDITIONAL
TERMS. SURVIVAL. That certain letter of
Commitment (hereinafter referred to as the letter) dated April 21,
2009 shall survive the loan closing and shall impose continuing obligations,
upon Borrowers and Bank and is included herein by reference as if set forth
anew. If there are any conflicts between the letter and the Loan
documents, the Loan documents shall control. If any provision is
found to be invalid or unenforceable, the remaining provisions of the letter
shall remain in full force and effect. This Loan shall be cross
collateralized and cross defaulted with respect to any and all loans granted by
the Bank for the benefit of Borrower and or Guarantor.
11. WAIVERS AND
CONSENT. To the extent not prohibited by law, I waive protest,
presentment for payment, demand, notice of acceleration, notice of intent to
accelerate and notice of dishonor.
A. Additional Waivers By
Borrower. In addition, I, and any party to this Note and Loan,
to the extent permitted by law, consent to certain actions you may take, and
generally waive defenses that may be available based on these actions or based
on the status of a party to this Note.
(1) You may renew or extend
payments on this Note, regardless of the number of such renewals or
extensions.
(2) You may release any
Borrower, endorser, guarantor, surety, accommodation maker or any other
co-signer.
(3) You may release,
substitute or impair any Property securing this Note.
(4) You, or any institution
participating in this Note, may invoke your right of set-off.
(5) You may enter into any
sales, repurchases or participations of this Note to any person in any amounts
and I waive notice of such sales, repurchases or participations.
(6) I agree that any of us
signing this Note as a Borrower is authorized to modify the terms of this Note
or any instrument securing, guarantying or relating to this Note.
(7) I agree that you may
inform any party who guarantees this Loan of any Loan accommodations, renewals,
extensions, modifications, substitutions or future advances.
B. No Waiver By
Lender. Your course of dealing, or your forbearance from, or
delay in, the exercise of any of your rights, remedies, privileges or right to
insist upon my strict performance of any provisions contained in this Note, or
any other Loan Document, shall not be construed as a waiver by you, unless any
such waiver is in writing and is signed by you.
12. COMMISSIONS. I
understand and agree that you (or your affiliate) will earn commissions or fees
on any insurance products, and may earn such fees on other services that I buy
through you or your affiliate.
13. APPLICABLE
LAW. This Note is governed by the laws of Maryland, the United
States of America, and to the extent required, by the laws of the jurisdiction
where the Property is located, except to the extent such state laws are
preempted by federal law. In the event of a dispute, the exclusive
forum, venue and place of jurisdiction will be in Maryland, unless otherwise
required by law.
14. JOINT AND INDIVIDUAL LIABILITY AND
SUCCESSORS. My obligation to pay the Loan is independent of
the obligation of any other person who has also agreed to pay it. You
may sue me alone, or anyone else who is obligated on the Loan, or any number of
us together, to collect the Loan. Extending the Loan or new
obligations under the Loan, will not affect my duty under the Loan and I will
still be obligated to pay the Loan. This Note shall inure to the
benefit of and be enforceable by you and your successors and assigns and shall
be binding upon and enforceable against me and my personal representatives,
successors, heirs and assigns.
15. AMENDMENT, INTEGRATION AND
SEVERABILITY. This Note may not be amended or modified by oral
agreement. No amendment or modification of this Note is effective
unless made in writing and executed by you and me. This Note and the
other Loan Documents are the complete and final expression of the
agreement. If any provision of this Note is unenforceable, then the
unenforceable provision will be severed and the remaining provisions will still
be enforceable.
16. INTERPRETATION. Whenever
used, the singular includes the plural and the plural includes the
singular. The section headings are for convenience only and are not
to be used to interpret or define the terms of this Note.
17. NOTICE, FINANCIAL REPORTS AND
ADDITIONAL DOCUMENTS. Unless otherwise required by law, any
notice will be given by delivering it or mailing it by first class mail to the
appropriate party's address listed in the DATE AND PARTIES section, or to any
other address designated in writing. Notice to one Borrower will be
deemed to be notice to all Borrowers. I will inform you in writing of
any change in my name, address or other application information. I
agree to sign, deliver, and file any additional documents or certifications that
you may consider necessary to perfect, continue, and preserve my obligations
under this Loan and to confirm your lien status on any Property. Time
is of the essence.
18. CREDIT
INFORMATION. I agree to supply you with whatever information
you reasonably feel you need to decide whether to continue this
Loan. You will make requests for this information without undue
frequency, and will give me reasonable time in which to supply the
information.
19. ERRORS AND
OMISSIONS. I agree, if requested by you, to fully cooperate in
the correction, if necessary, in the reasonable discretion of you of any and all
loan closing documents so that all documents accurately describe the loan
between you and me. I agree to assume all costs including by way of
illustration and not limitation, actual expenses, legal fees and marketing
losses for failing to reasonably comply with your requests within thirty (30)
days.
20.
WAIVER OF JURY TRIAL. All of the parties to this Note knowingly and
intentionally, irrevocably and unconditionally, waive any and all right to a
trial by jury in any litigation arising out of or concerning this Note or any
other Loan Document or related obligation. All of these parties
acknowledge that this section has either been brought to the attention of each
party's legal counsel or that each party had the opportunity to do
so.
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CONFESSION OF
JUDGMENT. In the event I default, I authorize any attorney
admitted to practice before any court of record in the United States to
appear on my behalf in any court having jurisdiction in one or more
proceedings, or before any clerk or other court official, and to CONFESS
JUDGMENT AGAINST ME, WITHOUT PRIOR NOTICE OR OPPORTUNITY FOR PRIOR
HEARING, in your favor for the unpaid balance of this Note, including
interest, court costs, late charges, expenses and attorneys' fees of 15
percent of the total amount then due under this Note. I waive
the benefit of every law, ordinance, or rule of court that gives me any
right or privilege of exemption, summons and other process, that lawfully
may be waived; all heirs and rights of appeal, homestead rights, stay of
execution or stay of supplementary proceedings, or other relief from the
enforcement or immediate enforcement of a judgment or related proceedings
on a judgment. The authority and power to appear for and enter
judgment against me will not be exhausted by one or more exercises, or by
any imperfect exercise, and will not be extinguished by any judgment
entered; such authority and power may be exercised one or more times, from
time to time, in the same or different jurisdictions, as often as you deem
necessary or advisable.
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21.
SIGNATURES. By signing under seal, I agree to the terms
contained in this Note. I also acknowledge receipt of a copy of this
Note.
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Innolog
Holdings Corporation
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Maryland
Promissory
Note
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Initials
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MD/4XXXatang00063000005993015042309N
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-1996 Bankers
Systems, Inc., St. Cloud, MN C
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Page 2
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BORROWER:
Innolog
Holdings Corporation
By_________________________________
(Seal)
William
P. Danielczyk , Chief Executive Officer
_________________________________
(Attest)
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COMMONWEALTH OF
VIRGINIA
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)
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) ss:
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COUNTY OF:
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)
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I hereby certify that on this ____, day
of April, 2009 before me, the subscriber, a
Notary Public of the Commonwealth
of Virginia, in and for the
jurisdiction aforesaid, personally appeared William P. Danielczyk,
Chief Executive Officer of Innolog Holdings Corporation, satisfactorily proven to be the person
whose name is subscribed to the within instrument and acknowledged that he/she
executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my
hand and official seal.
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Notary
Public
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Notary
Number:
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My Commission
Expires:
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Innolog
Holdings Corporation
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Maryland
Promissory
Note
|
Initials
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MD/4XXXatang00063000005993015042309N
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-1996 Bankers
Systems, Inc., St. Cloud, MN C
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Page 3
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APPENDIX: FEES
AND CHARGES
As
described in the ADDITIONAL CHARGES section of the attached Note, I agree to
pay, or have paid, these additional fees and charges.
Nonrefundable Fees and
Charges. The following fees are earned when collected and will
not be refunded if I prepay this Note before the scheduled maturity
date.
Commitment . A(n)
Commitment fee of $2,500.00 payable from separate funds on or before
today's date.
2 X Certificate of Good
Standing. A(n) 2 X Certificate of Good Standing fee of $70.00
payable from separate funds on or before today's date.
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Innolog
Holdings Corporation
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Maryland
Promissory
Note
|
Initials
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||
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MD/4XXXatang00063000005993015042309N
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-1996 Bankers
Systems, Inc., St. Cloud, MN C
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Page 4
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