Attached files
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8-K - FORM 8-K - ProUroCare Medical Inc. | v332917_8k.htm |
EX-10.2 - EXHIBIT 10.2 - ProUroCare Medical Inc. | v332917_ex10-2.htm |
PRO URO CARE INC. | CENTRAL BANK | |||
6440 FLYING CLOUD DRIVE | 6640 SHADY OAK ROAD | Loan Number | 926315001 | |
EDEN PRAIRIE, MN 55344 | EDEN PRAIRIE, MN 55344 | Date | 01-17-2013 | |
Maturity Date | 01-17-2014 | |||
Loan Amount | $ | 100,025.00 | ||
BORROWER'S NAME AND ADDRESS | LENDER’S NAME AND ADDRESS | Renewal Of | 926315001 | |
"I", "me" and "my" means each borrower above, | "You" and "your” means the lender, its successors | LO/LP INIT | JH/DHJ | |
together and separately. | and assigns. |
I promise to pay you, at your address listed above, the PRINCIPAL sum of ONE HUNDRED THOUSAND TWENTY FIVE AND NO/l00__ Dollars $ 100,025.00
x | Single Advance: I will receive all of the loan amount on 01-17-2013 . There will be no additional advances under this note. |
¨ | Multiple Advance: The loan amount shown above is the maximum amount I can borrow under this note. On __________________________ |
I will receive $ __________ and future principal advances are permitted. |
Conditions: The conditions for future advances are | |||
¨ | Open End Credit: You and I agree that I may borrow up to the maximum amount more than one time. All other conditions of this note apply |
to this feature. This feature expires on ______________________________________________
¨ | Closed End Credit: You and I agree that I may borrow up to the maximum only one time (and subject to all other conditions). |
INTEREST: I agree to pay interest on the outstanding principal balance from 01-17-2013 at the rate of 5.000 % per year until 01-18-2013
x | Variable Rate: This rate may then change as stated below. |
x | Index Rate: The future rate will be 1.000 PERCENT ABOVE the following index rate: THE BASE RATE ON CORPORATE LOANS POSTED BY AT |
LEAST 70% OF THE 10 LARGEST U.S. BANKS KNOWN AS THE WALL STREET JOURNAL U.S. PRIME RATE.
¨ | No Index: The future rate will not be subject to any internal or external index. It will be entirely in your control. |
x | Frequency and Timing: The rate on this note may change as often as EVERY DAY BEGINNING 01-18-2013 |
A change in the interest rate will take effect ON THE SAME DAY
x | Limitations: During the term of this loan, the applicable annual interest rate will not be more than N/A% or less than |
_________ 5.000%. 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:
x | The amount of each scheduled payment will change. [X] The amount of the final payment will change. |
¨ | ______________________________________________________________________________________________________________ |
ACCRUAL METHOD: You will calculate interest on a ACTUAl/360 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note owing after maturity, and until paid in full, as stated below:
x | on the same fixed or variable rate basis in effect before maturity (as indicated above). |
¨ | at a rate equal to __________________________________________________________________________________________________ |
x | LATE CHARGE: If I make a payment
more than 10 days after it is due, I agree to pay a late charge of 5.000% OF THE LATE AMOUNT |
x | ADDITIONAL CHARGES: In addition to interest, I agree to pay the following charges which [X] are [ ] are not included in the principal amount above: DOCUMENTATION FEE $20.00 |
x | Authority: The interest rate and other charges for this loan are authorized by .MS 334.01 SUBD 2 _ |
PAYMENTS: I agree to pay this note as follows:
ON DEMAND, BUT IF NO DEMAND IS MADE THEN 11 MONTHLY INTEREST PAYMENTS RANGING FROM $388.99 TO $430.66 BEGINNING 02-17-2013 AND 1 PAYMENT OF $100,455.66 ON 01-17-2014. THIS IS A VARIABLE RATE LOAN AND THE PAYMENT AMOUNTS MAY CHANGE. THE FINAL PAYMENT MAY ALSO CHANGE. THE ACTUAL AMOUNT OF MY FINAL PAYMENT WILL DEPEND ON MY PAYMENT RECORD.
ADDITIONAL TERMS:
x SECURITY: This note is separately secured by (describe separate | PURPOSE: The purpose of this loan is WORKING CAPITAL | |
document by type and date): PERSONAL GUARANTY DATED 01-17-2013 AND | ||
CONSUMER SECURITY AGREEMENT DATED 1-17-2012 | SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE | |
(INCLUDING THOSE ON PAGE 2). I have received a copy on today's | ||
date. | ||
(This section. is tor your internal use. Failure to list a separate security document does not mean the agreement will not secure this note.) | PRO URO CARE INC. | |
/s/Richard B. Thon | ||
Signature for Lender | RICHARD B. THON, CFO | |
/s/Jerry Hentges | /s/Richard C. Carlson | |
JERRY HENTGES, BRANCH PRESIDENT | RICHARD C. CARLSON, CEO | |
UNIVERSAL NOTE | (Page 1 of 2) |
DEFINITIONS: As used on page 1, “[X]”means the terms that apply to | REAL ESTATE OR RESIDENCE SECURITY: If I am giving you any real | |||
this loan. "I", "me" or “my" means each Borrower who signs this note | estate or a residence that is personal property, as security for this note, I | |||
and each other person or legal entity (including guarantors, endorsers, | have signed a separate security agreement. Default and your remedies for | |||
and sureties) who agrees to pay this note (together referred. to as "us"). | default are determined by applicable law and by the security agreement. | |||
You or your means the Lender and Its successors and assigns. | Default and your remedies may also be determined by the "Default" and | |||
APPLlCABLE LAW: Minnesota law controls this note. Any term of this | paragraphs below, to the extent they are not prohibited by | |||
note which violates Minnesota law is not effective unless the law | law or contrary to the security agreement. | |||
permits you and me to agree to a variation. | DEFAULT: l will be in default if any of the following happen: | |||
If any provision of this agreement IS unenforceable, the rest of the | (1) | .I fail to make a payment on time or in the amount due; | ||
agreement remains in force. I may not change this agreement without | (2) | I fail to keep the property insured, if required; | ||
your express written consent. Time IS of the essence in this agreement. | (3) | I fail to pay, or keep any promise, on any debt or agreement I have | ||
COMMISSIONS OR OTHER REMUNERATION: I understand and agree that | with you; | |||
any insurance premiums paid to insurance companies as part of this note | (4) | any other creditors of mine try to collect any debt l owe them | ||
will Involve money retained by you or paid back to you as commissions or | through court proceedings; | |||
other remuneration. | (5) | I die, am declared incompetent, make an assignment for the benefit | ||
In addition, I understand and agree that some other payments to third | of creditors, or become insolvent (either because my liabilities | |||
parties as part of this note may also Involve money retained by you or | exceed my assets or I am unable to pay my debts as they become | |||
paid back to you as commissions or other remuneration. | due); | |||
PAYMENTS: You will apply each payment I make on this note first to any | (6) | I make any written statement or provide any financial information | ||
amount l owe you for charges which are neither interest nor principal. | that is untrue or inaccurate when it was provided; | |||
You will apply the rest of each payment to any unpaid interest, and then | (7) | I do or fail to do something which causes you to believe that you | ||
to the unpaid principal. If you and I agree to a different application of | will have difficulty collecting the amount l owe you; | |||
payments, we will describe our agreement on this note. | (8) | any collateral securing this note is used in a manner or for a | ||
I may prepay all or part of this loan without penalty unless we agree to | purpose which threatens confiscation by a legal authority; | |||
something different on this note. Any partial prepayment I make will not | (9) | I change my name or assume an additional name without first | ||
excuse or reduce any later scheduled payment until this note is paid in full | notifying you; | |||
(unless, when I make the prepayment, you and I agree in writing to the | (10) | I fail to plant, cultivate and harvest crops in due season; | ||
contrary). | (11) | any loan proceeds are used for a purpose that will contribute to | ||
INTEREST: Interest accrues on the principal remaining unpaid from time | excessive erosion of highly erodible land, or to the conversion of | |||
to time, until paid in full. If you give me my loan money in more than one | wetlands to produce an agricultural commodity, as explained in 7 | |||
advance, each advance will start to earn interest only when I receive it. | C.F.R. Part 1940, Subpart G, Exhibit M. | |||
The interest rate in effect on this note at any time will apply to all the | REMEDIES: If I am in default on this note, you have, but are not limited | |||
money you advance at that time. Regardless of anything in this document | to, the following remedies: | |||
that might imply otherwise, I will not pay and you will not charge a rate | (1) | You may demand immediate payment of everything l owe under | ||
of interest that is higher than the maximum rate of interest you could | this note; | |||
charge under applicable law for the credit you give me (before or after | (2) | You may set off this debt against any right I have to the payment | ||
maturity). | of money from you, subject to the terms of the " SET-OFF" | |||
If you send any erroneous notice of interest, we mutually agree to | paragraph; | |||
correct it. If you collect more interest than the law and this agreement | (3) | You may demand security, additional security, or additional parties | ||
allow, you agree to refund it to me. | to be obligated to pay this note as a condition for not using any | |||
INDEX RATE: The index will serve only as a device for setting the rate on | other remedy; | |||
this note. You do not guarantee by selecting this index, or the margin, | (4) | You may refuse to make advances to me or allow me to make | ||
that the rate on this note will be the same rate you charge on any other | credit purchases; | |||
loans or class of loans to me or other borrowers. | (5) | You may use any remedy you have under state or federal law. | ||
ACCRUAL METHOD: You will calculate the amount of interest I will pay | If you choose one of these remedies, you do not give up your right to | |||
on this loan using the interest rate and accrual method on page 1 of this | use any other remedy later. By waiving your right to declare an event to | |||
note. When calculating interest, you will use the accrual method to | be a default, you do not waive your right to later consider the event as a | |||
determine the number of days in a "year." If you do not state an accrual | default if it continues or happens again. | |||
method, you may use any reasonable accrual method to calculate | COLLECTION COSTS AND ATTORNEY'S FEES: I will pay all costs of | |||
interest. | collection, replevin (an action for the recovery of property wrongfully | |||
POST MATURITY RATE: In deciding when the "Post Maturity Rate" (on | taken or detained), or any other or similar type of cost if I am in default. | |||
page 1) applies, "maturity" means: 1.) The date of the last scheduled | In addition, if you hire an attorney to collect this note, I will pay | |||
payment indicated on page 1 of this note, or; 2.) The date you accelerate | attorney's fees plus court costs (except where prohibited by law). To the | |||
payment on the note, whichever is earlier. | extent permitted by the United States Bankruptcy Code, I will also pay | |||
SINGLE ADVANCE LOANS: If this is a single advance loan, you and I | the reasonable attorney's fees and costs you are charged to collect this | |||
expect that you will make only one advance of principal. However, you | debt as awarded by any court under the Bankruptcy Code's jurisdiction. | |||
may add other amounts to the principal if you make any payments | WAIVER: I give up my rights to require you to: | |||
described in the" PAYMENTS BY LENDER" paragraph below. | (1) | demand payment of amounts due (presentment); | ||
MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you and I | (2) | obtain official certification of nonpayment (protest); | ||
expect that you will make more than one advance of principal. If this is | (3) | give notice that amounts due have not been paid (notice of | ||
closed-end credit, I am not entitled to additional credit if I repay a part of | dishonor). | |||
the principal. | I waive any defenses I have based on suretyship or impairment of | |||
PAYMENTS BY LENDER: If you are authorized to pay, on my behalf, | collateral. | |||
charges I am obligated to pay (such as property insurance premiums), | OBLIGATIONS INDEPENDENT: I must pay this note even if someone else | |||
then you may treat those payments made by you as advances and add | has also agreed to pay it (by, for example, signing this form or a separate | |||
them to the unpaid principal under this note. Or, you may demand | guarantee or endorsement). | |||
immediate payment of the charges. | You may sue me alone, anyone else obligated on this note, or any | |||
SET-OFF: You may set off any amount due and payable under this note | number of us together, to collect this note. You may do so without any | |||
against any right I have to receive money from you. | notice that it has not been paid (notice of dishonor). | |||
"Right to receive money from you" means: | You may, without notice, release any party to the agreement without | |||
(1) | any deposit account balance I have with you; | releasing any other party. | ||
(2) | any money owed to me on an item presented to you or in your | If you give up any of your rights, with or without notice, it will not | ||
possession for collection or exchange; and | affect my duty to pay this note. | |||
(3) | any repurchase agreement or other nondeposit obligation. | Any extension of new credit to any of us, or renewal of this note by | ||
"Any amount due and payable under this note" means the total | all or less than all of us, will not release me from my duty to pay it. (Of | |||
amount of which you are entitled to demand payment under the terms of | course, you are entitled to only one payment in full.) You may extend this | |||
this note at the time you set off. This total includes any balance the due | note or the debt represented by this note, or any portion of the note or | |||
date for which you properly accelerate under this note. | debt, from time to time without limit or notice. You may do this without | |||
If someone who has not agreed to pay this note also owns my right to | affecting my liability for payment of the note. | |||
receive money from you, your set-off right will apply to my interest in the | I will not assign my obligation under this agreement without your prior | |||
obligation, and to any other amounts I could withdraw on my sole request | written approval. | |||
or endorsement. | FINANCIAL INFORMATION: I will provide you, at your request, accurate, | |||
Your set-off right does not apply to an account or other obligation | correct and complete financial statements or information you need. | |||
where my rights are only as a representative. It also does not apply to | NOTICE: Unless otherwise required by law, you will give any notice to me | |||
any Individual Retirement Account or other tax-deferred retirement | by delivering it or mailing it by first class mail to my last known address. | |||
account. | My current address is on page 1. I will inform you in writing of any | |||
You will not be liable for the dishonor of any check when the dishonor | change in my address. I will give any notice to you by mailing it first class | |||
occurs because you set off this debt against one of my accounts. I will | to your address stated on page 1 of this agreement, or to any other | |||
assume the liability and relieve you of all responsibility for any such claim | address you give me. | |||
that occurs if you set off this debt against one of my accounts. |
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