EXHIBIT 10.2
ASSOCIATED BANK LOAN DOCUMENTS
#8215936-9006
ASSOCIATED BANK
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PROMISSORY NOTE
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Borrower: TOWER TECH SYSTEMS INC. Lender: ASSOCIATED BANK, NATIONAL
▇▇▇▇▇▇▇ ▇ ▇▇▇; ▇▇▇▇▇▇▇ L ASSOCIATION
▇▇▇▇▇▇▇▇, III; ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇; ▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
and ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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PRINCIPAL AMOUNT: $250,000.00 INITIAL RATE: 8.750% DATE OF NOTE: JULY 20, 2005
PROMISE TO PAY. TOWER TECH SYSTEMS INC.; ▇▇▇▇▇▇▇ ▇ ▇▇▇; ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, III;
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇; AND CHRISGOPHER C ALLIE ("BORROWER") JOINTLY AND SEVERALLY
PROMISE TO PAY TO ASSOCIATED BANK, NATIONAL ASSOCIATION ("LENDER"), OR ORDER, IN
LAWFUL MONEY OF THE UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF TWO
HUNDRED FIFTY THOUSAND & 00/100 DOLLARS ($250,000.00), TOGETHER WITH INTEREST ON
THE UNPAID PRINCIPAL BALANCE FROM JULY 20, 2005, UNTIL PAID IN FULL.
PAYMENT. BORROWER WILL PAY THIS LOAN IN ONE PRINCIPAL PAYMENT OF $250,000.00
PLUS INTEREST ON OCTOBER 20, 2005. THIS PAYMENT DUE ON OCTOBER 20, 2005, WILL BE
FOR ALL PRINCIPAL AND ALL ACCRUED INTEREST NOT YET PAID. UNLESS OTHERWISE AGREED
OR REQUIRED BY APPLICABLE LAW, PAYMENTS WILL BE APPLIED FIRST TO ANY ACCRUED
UNPAID INTEREST; THEN TO PRINCIPAL; AND THEN TO ANY LATE CHARGES. THE ANNUAL
INTEREST RATE FOR THIS NOTE IS COMPUTED ON A 365/360 BASIS; THAT IS, BY APPLYING
THE RATIO OF THE ANNUAL INTEREST RATE OVER A YEAR OF 360 DAYS, MULTIPLIED BY THE
OUTSTANDING PRINCIPAL BALANCE, MULTIPLIED BY THE ACTUAL NUMBER OF DAYS THE
PRINCIPAL BALANCE IS OUTSTANDING. BORROWER WILL PAY LENDER AT LENDER'S ADDRESS
SHOWN ABOVE OR AT SUCH OTHER PLACE AS LENDER MAY DESIGNATE IN WRITING.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the Lender's Prime Rate (the
"Index"). This is the rate Lender charges, or would charge, on short-term
unsecured loans to its most creditworthy commercial customers. This rate may or
may not be the lowest rate available from Lender at any given time. Lender will
tell Borrower the current Index rate upon Borrower's request. The interest rate
change will not occur more often than each DAY. Borrower understands that Lender
may make loans based on other rates as well. THE INDEX CURRENTLY IS 6.250% PER
ANNUM. THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL BALANCE OF THIS
NOTE WILL BE AT A RATE OF 2.500 PERCENTAGE POINTS OVER THE INDEX, ADJUSTED IF
NECESSARY FOR ANY MINIMUM AND MAXIMUM RATE LIMITATIONS DESCRIBED BELOW,
RESULTING IN AN INITIAL RATE OF 8.750% PER ANNUM. NOTWITHSTANDING THE FOREGOING,
THE VARIABLE INTEREST RATE OR RATES PROVIDED FOR IN THIS NOTE WILL BE SUBJECT TO
THE FOLLOWING MINIMUM AND MAXIMUM RATES. NOTICE: Under no circumstances will the
interest rate on this note be less than 4.500% per annum or more than the
maximum rate allowed b applicable law.
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
under the payment schedule. Rather, early payments will reduce the principal
balance due and may result in Borrower's making fewer payments. Borrower agrees
not to send Lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to:
ASSOCIATED BANK, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
LATE CHARGE. IF A PAYMENT IS 11 DAYS OR MORE LATE, BORROWER WILL BE CHARGED
5.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED PAYMENT.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 7.500 percentage points over
the Index. The interest rate will not exceed the maximum rate permitted by
applicable law.
DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:
PAYMENT DEFAULT. Borrower fails to make any payment when due under this
Note.
OTHER DEFAULTS. Borrower fails to comply with or to perform any other
term, obligation, covenant or condition contained in this Note or in
any of the related documents or to comply with or to perform any term,
obligation, covenant or condition contained in any other agreement
between Lender and Borrower.
DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults
under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor
or person that may materially affect any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's obligations
under this note or any of the related documents.
FALSE STATEMENTS. Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf under this Note
or the related documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.
INSOLVENCY. The dissolution or termination of Borrower's existence as a
going business, the insolvency of Borrower, the appointment of a
receiver for any part of Borrower's property, any assignment for the
benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against
Borrower.
CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any
governmental agency against any collateral securing the loan. This
includes a garnishment of any of Borrower's accounts, including deposit
accounts, with Lender. However, this Event of Default shall not apply
if there is a good faith dispute by Borrower as to the validity or
reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of
the creditor or forfeiture proceeding and deposits with Lender monies
or a surety bond for the creditor or forfeiture proceeding, in an
amount determined by Lender, in its sole discretion, as being an
adequate reserve or bond for the dispute.
EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
respect to any Guarantor of any of the indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or
liability under, any guaranty of the indebtedness evidenced by this
Note.
PROMISSORY NOTE
(CONTINUED) PAGE 2
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CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent
(25%) or more of the common stock of Borrower.
ADVERSE CHANGE. A material adverse change occurs in Borrower's
financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.
INSECURITY. Lender in good faith believes itself insecure.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.
JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL I ANY
ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST
THE OTHER.
GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY FEDERAL LAW APPLICABLE TO LENDER
AND, TO THE EXTENT NOT PREEMPTED BY FEDERAL LAW, THE LAWS OF THE STATE OF
WISCONSIN WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS. THIS NOTE HAS BEEN
ACCEPTED BY LENDER IN THE STATE OF WISCONSIN.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any ▇▇▇ or ▇▇▇▇▇ accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.
COLLATERAL. Borrower acknowledges this Note is secured by all security
agreements, guarantees, mortgages, and other security instruments previously
granted, contemporaneously granted, and granted in the future.
INITIAL NOTE RATE PROVISION. The initial Note Rate is as of JULY 19, 2005.
FINANCIAL STATEMENT. Borrower shall furnish to Lender annual financial
statements within 90 days following the close of Borrower's fiscal or calendar
year, as applicable, and such other financial information respecting Borrower at
such times and in such form as Lender may request from time to time. In addition
to being an Event of Default, Borrower shall pay Lender a $25.00 fee for failure
to provide the financial statements within said 90 days or failure to provide
such other financial information within 30 days of the request therefore. The
$25.00 fee shall continue to be imposed thereafter for each additional 30 day
period or part thereof, that the financial statements or other financial
information have not been provided to Lender. If Borrower does not reimburse
Lender for the fees imposed by this section on demand therefore, Lender may add
the fees to the loan balance outstanding.
OTHER LOAN AGREEMENTS. If Borrower and Lender have either previously or
contemporaneously entered into a Loan Agreement, it is agreed that this Note is
subject to the terms and conditions of such Loan Agreement. For purposes of this
provision, Loan Agreement shall include, but not be limited to, a Business Loan
Agreement Agricultural Loan Agreement, Construction Loan Agreement, any other
LASER PRO Loan Agreement, and/or any attorney drafted lending agreement.
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.
GENERAL PROVISIONS. This Note benefits Lender and its successors and assigns,
and binds Borrower and Borrower's heirs, successors, assigns, and
representatives. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Each Borrower understands and
agrees that, with or without notice to Borrower, Lender may with respect to any
other Borrower: (a) make one or more additional secured or unsecured loans or
otherwise extend additional credit; (b) alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other
terms of any indebtedness, including increases and decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or
decide not to perfect, and release any security, with or without the
substitution of new collateral; (d) apply such security and direct the order or
manner of sale thereof, including without limitation, any6 non-judicial sale
permitted by the terms of the controlling security agreements, as Lender in its
discretion may determine; (e) release, substitute, agree not to ▇▇▇, or deal
with any one or more of Borrower's sureties, endorsers, or other guarantors on
any terms or in any manner Lender may choose; and (f) determine how, when and
what application of payments and credits shall be made on any other indebtedness
owing by such other Borrower. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waives
presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
lender's security interest in the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.
PROMISSORY NOTE
(CONTINUED) PAGE 3
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PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
TOWER TECH SYSTEMS INC.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
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▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, PRESIDENT ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III, DIRECTOR
of TOWER TECH SYSTEMS INC.. of TOWER TECH SYSTEMS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, DIRECTOR ▇▇▇▇▇▇▇ ▇. ▇▇▇, DIRECTOR
OF TOWER TECH SYSTEMS INC. of TOWER TECH SYSTEMS INC.
x /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ x /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
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▇▇▇▇▇▇▇ ▇ ▇▇▇, Individually ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, III,
Individually
x /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ x /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, Individually ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇,
Individually
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EXTENSION AGREEMENT - NOTE NO. 8215936-9006
THIS EXTENSION AGREEMENT, is made and entered into as of this 20th day of
October, 2005 by and between ASSOCIATED BANK, N.A. ("the Bank") and TOWER TECH
SYSTEMS INC.; ▇▇▇▇▇▇▇ ▇. ▇▇▇; ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; AND
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("the Borrower").
RECITAL
The Borrower has made, executed and delivered to the Bank a promissory
note in the original amount of $250,000.00 dated July 20, 2005 ("the Note"). The
Note has or is about to mature and the parties desire to extend the maturity of
the Note and set out that extension in this writing.
NOW, THEREFORE, for good and valuable consideration and the mutual
covenants contained herein, the parties agree as follows:
1. NOTE EXTENSION. The maturity date of the Note and the
indebtedness evidenced thereby is hereby extended from October
20, 2005 to January 20, 2006.
2. SURVIVAL. All other terms of the Note, and any other document
securing the indebtedness evidences thereby shall remain in
full force and effect except as the same may need to be
modified to give force and effect to this Extension Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Extension
Agreement on the day and year first above written.
ASSOCIATED BANK, N.A. TOWER TECH SYSTEMS INC.
By: By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇
Its: President Its: Director
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
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▇▇▇▇▇▇▇ ▇. ▇▇▇, individually ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
Its: Director
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, individually ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Director
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Director
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, individually
#8215936-9005
ASSOCIATED BANK
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PROMISSORY NOTE
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Borrower: TOWER TECH SYSTEMS INC.; Lender: ASSOCIATED BANK, NATIONAL
▇▇▇▇▇▇▇ ▇ ▇▇▇; ▇▇▇▇▇▇▇ L ASSOCIATION
▇▇▇▇▇▇▇▇, III; ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇; ▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
and ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ P. O. BOX 19006
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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PRINCIPAL AMOUNT: $90,000.00 INITIAL RATE: 6.750% DATE OF NOTE: MARCH 31, 2005
PROMISE TO PAY. TOWER TECH SYSTEMS INC.; ▇▇▇▇▇▇▇ ▇ ▇▇▇; ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, III;
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇; AND ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ("BORROWER") JOINTLY AND SEVERALLY
PROMISE TO PAY TO ASSOCIATED BANK, NATIONAL ASSOCIATION ("LENDER"), OR ORDER, IN
LAWFUL MONEY OF THE UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF NINETY
THOUSAND & 00/100 DOLLARS ($90,000.00), OR SO MUCH AS MAY BE OUTSTANDING,
TOGETHER WITH INTEREST ON THE UNPAID OUTSTANDING BALANCE OF EACH ADVANCE.
INTEREST SHALL BE CALCULATED FROM THE DATE OF EACH ADVANCE UNTIL REPAYMENT OF
EACH ADVANCE.
PAYMENT. BORROWER WILL PAY THIS LOAN IN ONE PAYMENT OF ALL OUTSTANDING PRINCIPAL
PLUS ALL ACCRUED UNPAID INTEREST ON JULY 15, 2005. UNLESS OTHERWISE AGREED OR
REQUIRED BY APPLICABLE LAW, PAYMENTS WILL BE APPLIED FIRST TO ANY ACCRUED UNPAID
INTEREST; THEN TO PRINCIPAL; AND THEN TO ANY LATE CHARGES. THE ANNUAL INTEREST
RATE FOR THIS NOTE IS COMPUTED ON A 365/360 BASIS; THAT IS, BY APPLYING THE
RATIO OF THE ANNUAL INTEREST RATE OVER A YEAR OF 360 DAYS, MULTIPLIED BY THE
OUTSTANDING PRINCIPAL BALANCE, MULTIPLIED BY THE ACTUAL NUMBER OF DAYS THE
PRINCIPAL BALANCE IS OUTSTANDING. BORROWER WILL PAY LENDER AT LENDER'S ADDRESS
SHOWN ABOVE OR AT SUCH OTHER PLACE AS LENDER MAY DESIGNATE IN WRITING.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the Lender's Prime Rate (the
"Index"). This is the rate Lender charges, or would charge, on short-term
unsecured loans to its most creditworthy commercial customers. This rate may or
may not be the lowest rate available from Lender at any given time. Lender will
tell Borrower the current Index rate upon Borrower's request. The interest rate
change will not occur more often than each DAY. Borrower understands that Lender
may make loans based on other rates as well. THE INDEX CURRENTLY IS 5.750% PER
ANNUM. THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL BALANCE OF THIS
NOTE WILL BE AT A RATE OF1.000 PERCENTAGE POINTS OVER THE INDEX, ADJUSTED IF
NECESSARY FOR ANY MINIMUM AND MAXIMUM RATE LIMITATIONS DESCRIBED BELOW,
RESULTING IN AN INITIAL RATE OF 5.750% PER ANNUM. NOTWITHSTANDING THE FOREGOING,
THE VARIABLE INTEREST RATE OR RATES PROVIDED FOR IN THIS NOTE WILL BE SUBJECT TO
THE FOLLOWING MINIMUM AND MAXIMUM RATES. NOTICE: Under no circumstances will the
interest rate on this note be less than 4.500% per annum or more than the
maximum rate allowed b applicable law.
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
under the payment schedule. Rather, early payments will reduce the principal
balance due and may result in Borrower's making fewer payments. Borrower agrees
not to send Lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to:
ASSOCIATED BANK, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
LATE CHARGE. IF A PAYMENT IS 11 DAYS OR MORE LATE, BORROWER WILL BE CHARGED
5.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED PAYMENT.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 6.000 percentage points over
the Index. The interest rate will not exceed the maximum rate permitted by
applicable law.
DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:
PAYMENT DEFAULT. Borrower fails to make any payment when due under
this Note.
OTHER DEFAULTS. Borrower fails to comply with or to perform any other
term, obligation, covenant or condition contained in this Note or in
any of the related documents or to comply with or to perform any term,
obligation, covenant or condition contained in any other agreement
between Lender and Borrower.
DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults
under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor
or person that may materially affect any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's obligations
under this note or any of the related documents.
FALSE STATEMENTS. Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf under this Note
or the related documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.
INSOLVENCY. The dissolution or termination of Borrower's existence as a
going business, the insolvency of Borrower, the appointment of a
receiver for any part of Borrower's property, any assignment for the
benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against
Borrower.
CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any
governmental agency against any collateral securing the loan. This
includes a garnishment of any of Borrower's accounts, including deposit
accounts, with Lender. However, this Event of Default shall not apply
if there is a good faith dispute by Borrower as to the validity or
reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of
the creditor or forfeiture proceeding and deposits with Lender monies
or a surety bond for the creditor or forfeiture proceeding, in an
amount determined by Lender, in its sole discretion, as being an
adequate reserve or bond for the dispute.
EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
respect to any Guarantor of any of the indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or
liability under, any guaranty of the indebtedness evidenced by this
Note.
PROMISSORY NOTE
(CONTINUED) Page 2
================================================================================
CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent
(25%) or more of the common stock of Borrower.
ADVERSE CHANGE. A material adverse change occurs in Borrower's
financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.
INSECURITY. Lender in good faith believes itself insecure.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.
JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL I ANY
ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST
THE OTHER.
GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY FEDERAL LAW APPLICABLE TO LENDER
AND, TO THE EXTENT NOT PREEMPTED BY FEDERAL LAW, THE LAWS OF THE STATE OF
WISCONSIN WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS. THIS NOTE HAS BEEN
ACCEPTED BY LENDER IN THE STATE OF WISCONSIN.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
however, this does not include any ▇▇▇ or ▇▇▇▇▇ accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.
COLLATERAL. Borrower acknowledges this Note is secured by all security
agreements, guarantees, mortgages, and other security instruments previously
granted, contemporaneously granted, and granted in the future.
LINE OF CREDIT. This Note evidences a revolving line of credit. Up to the
principal amount of this Note and subject to the terms and conditions hereof,
Borrower may borrow, repay, and re-borrow. Advances under this Note, as well as
directions for payment from Borrower's accounts, may be requested orally or in
writing by Borrower or by an authorized person. Lender may, but need not,
require that all oral requests be confirmed in writing. Borrower agrees to be
liable for all sums either: (A) advanced in accordance with the instructions of
an authorized person or (B) credited to any of Borrower's accounts with Lender.
The unpaid principal balance owing on this Note at any time may be evidenced by
endorsements on this Note or by Lender's internal records, including daily
computer print-outs. Lender will have no obligation to advance funds under this
Note if: (A) Borrower or any guarantor is in default under the terms of this
Note or any agreement that Borrower or any guarantor has with Lender, including
any agreement made in connection with the signing of this Note; (B) Borrower or
any guarantor ceases doing business or is insolvent; (C) any guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such guarantor's
guarantee of this Note or any other loan with Lender; (D) Borrower has applied
funds provided pursuant to this Note for purposes other than those authorized by
Lender; or (E) Lender in good faith believes itself insecure.
LETTER OF CREDIT LIMITATION. In the event Lender either contemporaneously or
hereafter issues a Letter of Credit on behalf of Borrower ("Credit"), the amount
of such Credit, or the aggregate amount of all such Credit, shall be applied
against the available credit under this Note. Such limitation on available
credit shall continue as long as Lender is obligated under any outstanding
Credit.
INITIAL NOTE RATE PROVISION. The initial Note Rate is as of MARCH 31, 2005.
FINANCIAL STATEMENT. Borrower shall furnish to Lender annual financial
statements within 90 days following the close of Borrower's fiscal or calendar
year, as applicable, and such other financial information respecting Borrower at
such times and in such form as Lender may request from time to time. In addition
to being an Event of Default, Borrower shall pay Lender a $25.00 fee for failure
to provide the financial statements within said 90 days or failure to provide
such other financial information within 30 days of the request therefore. The
$25.00 fee shall continue to be imposed thereafter for each additional 30 day
period or part thereof, that the financial statements or other financial
information have not been provided to Lender. If Borrower does not reimburse
Lender for the fees imposed by this section on demand therefore, Lender may add
the fees to the loan balance outstanding.
OTHER LOAN AGREEMENTS. If Borrower and Lender have either previously or
contemporaneously entered into a Loan Agreement, it is agreed that this Note is
subject to the terms and conditions of such Loan Agreement. For purposes of this
provision, Loan Agreement shall include, but not be limited to, a Business Loan
Agreement Agricultural Loan Agreement, Construction Loan Agreement, any other
LASER PRO Loan Agreement, and/or any attorney drafted lending agreement.
SUCCESSOR INTERESTS. The terms of this Note shall be finding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.
GENERAL PROVISIONS. This Note benefits Lender and its successors and assigns,
and binds Borrower and Borrower's heirs, successors, assigns, and
representatives. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Each Borrower understands and
agrees that, with or without notice to Borrower, Lender may with respect to any
other Borrower: (a) make one or more additional secured or unsecured loans or
otherwise extend additional credit; (B) alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other
terms of any indebtedness, including increases and decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or
decide not to perfect, and release any security, with or without the
substitution of new collateral; (d) apply such security and direct the order or
manner of sale thereof, including without limitation, any6 non-judicial sale
permitted by the terms of the controlling security agreements, as Lender in its
discretion may determine; (e) release, substitute, agree not to ▇▇▇, or deal
with any one or more of Borrower's sureties, endorsers, or other guarantors on
any terms or in any manner Lender may choose; and (f) determine how, when and
what application of payments and credits shall be made on any other indebtedness
owing by such other Borrower. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waives
presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
lender's security interest in the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.
PROMISSORY NOTE
(CONTINUED) Page 2
================================================================================
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
TOWER TECH SYSTEMS INC.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
------------------------------------- ----------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, PRESIDENT ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III, DIRECTOR
of TOWER TECH SYSTEMS INC.. of TOWER TECH SYSTEMS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
------------------------------------- ----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, DIRECTOR ▇▇▇▇▇▇▇ ▇. ▇▇▇, DIRECTOR
OF TOWER TECH SYSTEMS INC. of TOWER TECH SYSTEMS INC.
x /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ x /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
--------------------------------------- ------------------------------------
▇▇▇▇▇▇▇ ▇ ▇▇▇, Individually ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, III,
Individually
x /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ x /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------- ------------------------------------
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, Individually ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇,
Individually
================================================================================
EXTENSION AGREEMENT - NOTE NO. 8215936-9005
THIS EXTENSION AGREEMENT, is made and entered into as of this 15th day of
October, 2005 by and between ASSOCIATED BANK, N.A. ("the Bank") and TOWER TECH
SYSTEMS INC.; ▇▇▇▇▇▇▇ ▇. ▇▇▇; ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; AND
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("the Borrower").
RECITAL
The Borrower has made, executed and delivered to the Bank a promissory
note in the original amount of $90,000.00 dated March 31, 2005 ("the Note"). The
Note has or is about to mature and the parties desire to extend the maturity of
the Note and set out that extension in this writing.
NOW, THEREFORE, for good and valuable consideration and the mutual
covenants contained herein, the parties agree as follows:
1. NOTE EXTENSION. The maturity date of the Note and the
indebtedness evidenced thereby is hereby extended from October
15, 2005 to January 15, 2006.
2. SURVIVAL. All other terms of the Note, and any other document
securing the indebtedness evidences thereby shall remain in
full force and effect except as the same may need to be
modified to give force and effect to this Extension Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Extension
Agreement on the day and year first above written.
ASSOCIATED BANK, N.A. TOWER TECH SYSTEMS INC.
By: By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
------------------------------- -----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇
Its: President Its: Director
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
---------------------------------- -----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇, individually ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
Its: Director
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------- -----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, individually ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Director
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------- ------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, individually ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Director
/s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, individually
#8215936-9004
ASSOCIATED BANK
------
PROMISSORY NOTE
================================================================================
Borrower: TOWER TECH SYSTEMS INC. Lender: ASSOCIATED BANK, NATIONAL
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
P. O. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
--------------------------------------------------------------------------------
PRINCIPAL AMOUNT: $580,000.00 INITIAL RATE: 6.750% DATE OF NOTE: SEPTEMBER 15, 2005
PROMISE TO PAY. TOWER TECH SYSTEMS INC. ("BORROWER") PROMISES TO PAY TO
ASSOCIATED BANK, NATIONAL ASSOCIATION ("LENDER"), OR ORDER, IN LAWFUL MONEY OF
THE UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF FIVE HUNDRED EIGHTY
THOUSAND & 00/100 DOLLARS ($580,000.00), TOGETHER WITH INTEREST ON THE UNPAID
PRINCIPAL BALANCE FROM SEPTEMBER 15, 2005, UNTIL PAID IN FULL.
PAYMENT. SUBJECT TO ANY PAYMENT CHANGES RESULTING FROM CHANGES N THE INDEX,
BORROWER WILL PAY THIS LOAN IN 83 REGULAR PAYMENTS OF $8,710.00 EACH AND ONE
IRREGULAR LAST PAYMENT ESTIMATED AT $8,694.96. BORROWER'S FIRST PAYMENT IS DUE
OCTOBER 15, 2005, AND ALL SUBSEQUENT PAYMENTS ARE DUE ON THE SAME DAY OF EACH
MONTH AFTER THAT. BORROWER'S FINAL PAYMENT WILL BE DUE ON SEPTEMBER 15, 2012,
AND WILL BE FOR ALL PRINCIPAL AND ALL ACCRUED INTEREST NOT YET PAID. PAYMENTS
INCLUDE PRINCIPAL AND INTEREST. UNLESS OTHERWISE AGREED OR REQUIRED BY
APPLICABLE LAW, PAYMENTS WILL BE APPLIED FIRST TO ANY ACCRUED UNPAID INTEREST;
THEN TO PRINCIPAL; AND THEN TO ANY LATE CHARGES. THE ANNUAL INTEREST RATE FOR
THIS NOTE IS COMPUTED ON A 365/360 BASIS; THAT IS, BY APPLYING THE RATIO OF THE
ANNUAL INTEREST RATE OVER A YEAR OF 360 DAYS, MULTIPLIED BY THE OUTSTANDING
PRINCIPAL BALANCE, MULTIPLIED BY THE ACTUAL NUMBER OF DAYS THE PRINCIPAL BALANCE
IS OUTSTANDING. BORROWER WILL PAY LENDER AT LENDER'S ADDRESS SHOWN ABOVE OR AT
SUCH OTHER PLACE AS LENDER MAY DESIGNATE IN WRITING.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the Lender's Prime Rate (the
"Index"). This is the rate Lender charges, or would charge, on short-term
unsecured loans to its most creditworthy commercial customers. This rate may or
may not be the lowest rate available from Lender at any given time. Lender will
tell Borrower the current Index rate upon Borrower's request. The interest rate
change will not occur more often than each DAY. Borrower understands that Lender
may make loans based on other rates as well. THE INDEX CURRENTLY IS 6.250% PER
ANNUM. THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL BALANCE OF THIS
NOTE WILL BE AT A RATE OF 0.500 PERCENTAGE POINTS OVER THE INDEX, ADJUSTED IF
NECESSARY FOR ANY MINIMUM AND MAXIMUM RATE LIMITATIONS DESCRIBED BELOW,
RESULTING IN AN INITIAL RATE OF 6.750% PER ANNUM. NOTWITHSTANDING THE FOREGOING,
THE VARIABLE INTEREST RATE OR RATES PROVIDED FOR IN THIS NOTE WILL BE SUBJECT TO
THE FOLLOWING MINIMUM AND MAXIMUM RATES. NOTICE: Under no circumstances will the
interest rate on this note be less than 4.500% per annum or more than the
maximum rate allowed b applicable law. Whenever increases occur in the interest
rate, Lender, at its option, may do one or more of the following: (A) increase
Borrower's payments to ensure Borrower's loan will pay off by its original final
maturity date, (B) increase Borrower's payments to cover accruing interest, (C)
increase the number of Borrower's payments, and (D) continue Borrower's payments
at the same amount and increase Borrower's final payment.
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
under the payment schedule. Rather, early payments will reduce the principal
balance due and may result in Borrower's making fewer payments. Borrower agrees
not to send Lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to:
ASSOCIATED BANK, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
LATE CHARGE. IF A PAYMENT IS 11 DAYS OR MORE LATE, BORROWER WILL BE CHARGED
5.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED PAYMENT.
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 5.500 percentage points over
the Index. The interest rate will not exceed the maximum rate permitted by
applicable law.
DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:
PAYMENT DEFAULT. Borrower fails to make any payment when due under this
Note.
OTHER DEFAULTS. Borrower fails to comply with or to perform any other
term, obligation, covenant or condition contained in this Note or in
any of the related documents or to comply with or to perform any term,
obligation, covenant or condition contained in any other agreement
between Lender and Borrower.
DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults
under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor
or person that may materially affect any of Borrower's property or
Borrower's ability to repay this Note or perform Borrower's obligations
under this note or any of the related documents.
FALSE STATEMENTS. Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf under this Note
or the related documents is false or misleading in any material
respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.
INSOLVENCY. The dissolution or termination of Borrower's existence as a
going business, the insolvency of Borrower, the appointment of a
receiver for any part of Borrower's property, any assignment for the
benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against
Borrower.
CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any
governmental agency against any collateral securing the loan. This
includes a garnishment of any of Borrower's accounts, including deposit
accounts, with Lender. However, this Event of Default shall not apply
if there is a good faith dispute by Borrower as to the validity or
reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of
the creditor or forfeiture proceeding and deposits with Lender monies
or a surety bond for the creditor or forfeiture proceeding, in an
amount determined by Lender, in its sole discretion, as being an
adequate reserve or bond for the dispute.
EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
respect to any Guarantor of any of the indebtedness or any
PROMISSORY NOTE
(CONTINUED) Page 2
================================================================================
Guarantor dies or becomes incompetent, or revokes or disputes the
validity of, or liability under, any guaranty of the indebtedness
evidenced by this Note.
CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent
(25%) or more of the common stock of Borrower.
ADVERSE CHANGE. A material adverse change occurs in Borrower's
financial condition, or Lender believes the prospect of payment or
performance of this Note is impaired.
INSECURITY. Lender in good faith believes itself insecure.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.
JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL I ANY
ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST
THE OTHER.
GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY FEDERAL LAW APPLICABLE TO LENDER
AND, TO THE EXTENT NOT PREEMPTED BY FEDERAL LAW, THE LAWS OF THE STATE OF
WISCONSIN WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS. THIS NOTE HAS BEEN
ACCEPTED BY LENDER IN THE STATE OF WISCONSIN.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
however, this does not include any ▇▇▇ or ▇▇▇▇▇ accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.
COLLATERAL. Borrower acknowledges this Note is secured by all security
agreements, guarantees, mortgages, and other security instruments previously
granted, contemporaneously granted, and granted in the future.
INITIAL NOTE RATE PROVISION. The initial Note Rate is as of JULY 26, 2005.
FINANCIAL STATEMENT. Borrower shall furnish to Lender annual financial
statements within 90 days following the close of Borrower's fiscal or calendar
year, as applicable, and such other financial information respecting Borrower at
such times and in such form as Lender may request from time to time. In addition
to being an Event of Default, Borrower shall pay Lender a $25.00 fee for failure
to provide the financial statements within said 90 days or failure to provide
such other financial information within 30 days of the request therefore. The
$25.00 fee shall continue to be imposed thereafter for each additional 30 day
period or part thereof, that the financial statements or other financial
information have not been provided to Lender. If Borrower does not reimburse
Lender for the fees imposed by this section on demand therefore, Lender may add
the fees to the loan balance outstanding.
OTHER LOAN AGREEMENTS. If Borrower and Lender have either previously or
contemporaneously entered into a Loan Agreement, it is agreed that this Note is
subject to the terms and conditions of such Loan Agreement. For purposes of this
provision, Loan Agreement shall include, but not be limited to, a Business Loan
Agreement Agricultural Loan Agreement, Construction Loan Agreement, any other
LASER PRO Loan Agreement, and/or any attorney drafted lending agreement.
SUCCESSOR INTERESTS. The terms of this Note shall be finding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.
GENERAL PROVISIONS. This Note benefits Lender and its successors and assigns,
and binds Borrower and Borrower's heirs, successors, assigns, and
representatives. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waives
presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
lender's security interest in the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
TOWER TECH SYSTEMS INC.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
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▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, PRESIDENT ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III, DIRECTOR
of TOWER TECH SYSTEMS INC.. of TOWER TECH SYSTEMS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, DIRECTOR of ▇▇▇▇▇▇▇ ▇. ▇▇▇, DIRECTOR of TOWER
TOWER TECH SYSTEMS INC. TECH SYSTEMS INC.
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