EXHIBIT 10.11
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LOAN NUMBER LOAN NAME ACCT. NUMBER NOTE DATE INITIALS
48108 International Isotopes, Inc. 243059 07/01/04 MDH
NOTE AMOUNT INDEX (w/Margin) RATE MATURITY DATE LOAN PURPOSE
$733,595.00 Texas State Bank Base Rate 7.5% 02/01/06 Commercial
plus ▇.▇▇▇%
Creditor Use Only
_____________________________________________________________________________________________
PROMISSORY NOTE
(Commercial - Single Advance - Variable Rate)
DATE AND PARTIES. The date of this Promissory Note (Note) is July 1, 2004. The
parties and their addresses are:
LENDER:
TEXAS STATE BANK
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
BORROWER:
INTERNATIONAL ISOTOPES, Inc.
a Texas Corporation
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▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
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 with their heirs, successors
and assigns, and each other person or legal entity (including guarantors,
endorsers, and sureties) who agrees to pay this Note. "You" and "Your"
refer to the Lender, with its participants or syndicators, successors and
assigns, or any person or company that acquires an interest in the Loan.
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. Property. Property is any property, real, personal or intangible, that
secures my performance of the obligations of this Loan.
E. 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, the principal sum
of $733,595.00 (Principal) plus interest from July 1, 2004 on the unpaid
Principal balance until this Note matures or this obligation is accelerated.
3. INTEREST. Interest will accrue on the unpaid Principal balance of this Note
at the rate of 7.5 percent (Interest Rate) until July 2, 2004, after which time
it may change as described in the Variable Rate subsection.
A. Post-Maturity Interest. After maturity or acceleration, interest will
accrue at highest rate permitted by law.
B. Maximum Interest Amount. Any amount assessed or collected as interest
under the terms of this Note or obligation will be limited to the Maximum
Lawful Amount of interest allowed by state or federal law. 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. The
maximum interest rate producing the Maximum Lawful Amount will be the
quarterly ceiling rate announced by the Credit Commissioner from time to
time hereafter.
C. Statutory Authority. The amount: assessed or collected on this Note is
authorized by the Texas usury laws under Tex. Fin. Code. Ch. 303.
D. Accrual. During the scheduled term of this Loan interest accrues using
an Actual1360 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 commercial lending rate
announced by Texas State Bank.
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 July 2, 2005 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 to the nearest .001
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 7.500
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. 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. 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 $30.00 for
each check, negotiable order of withdrawal or draft I issue in connection
with this Loan that is returned because it has been dishonored.
C. Stop Payment. A(n) Stop Payment equal to $25.00.
5. PAYMENT. I agree to pay this Note as follows: 6 monthly payments of accrued
interest beginning on August 01, 2004, then 12 monthly payments of accrued
interest plus $1,500.00 to principal beginning February 01, 2005, and a final
payment of the entire unpaid outstanding balance of Principal and Interest will
be due on February 01, 2006.
Payments will be rounded 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. The actual amount of my
final payment will depend on my payment record.
6. 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.
7. LOAN PURPOSE. The purpose of this Loan is a renewal O/P payoff note #31083169
8. SECURITY. This Loan is secured by separate security instruments prepared
together with this Note as follows:
Document Name Parties to Document
Security Agreement - International Isotopes, Inc. International Isotopes, Inc.
9. DEFAULT. I will be in default if any of the following occur:
A. Payments. I fail to make a payment in full when due.
B. Insolvency. I make an assignment for the benefit of creditors or become
insolvent, either because my liabilities exceed my assets or I am unable to
pay my debts as they become due.
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C. Business Termination. I merge, dissolve, reorganize, end my business or
existence, or a partner or majority owner dies or is declared legally
incompetent.
D. Failure to Perform. I fail to perform any condition or to keep any
promise or covenant of this Note.
E. Other Documents. A default occurs under the terms of any other
transaction document.
F. Other Agreements. I am in default on any other debt or agreement I have
with you.
G. Misrepresentation. I make any verbal or written statement or provide any
financial information that is untrue, inaccurate, or conceals a material
fact at the time it is made or provided.
H. Judgment. I fail to satisfy or appeal any judgment against me.
I. Forfeiture. The Property is used in a manner or for a purpose that
threatens confiscation by a legal authority.
J. Name Change. I change my name or assume an additional name without
notifying you before making such a change.
K. Property Transfer. I transfer all or a substantial part of my money or
property.
L. Property Value. The value of the Property declines or is impaired.
M. Material Change. Without first notifying you, there is a material change
in my business, including ownership, management, and financial conditions.
N. Insecurity. You reasonably believe that you are insecure.
10. ASSUMPTIONS. Someone buying the Property cannot assume the obligation. You
may declare the entire balance of the Note to be immediately due and payable
upon the creation of, or contract for the creation of, any lien, encumbrance, or
transfer of the Property. However, I may sell or similarly dispose of any
Property that is inventory.
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 ▇▇▇▇▇▇▇▇. 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.
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 other Loan documents. shall not be construed as a waiver by
you, unless any such waiver is in writing and is signed by you.
12. REMEDIES. After I default, and after you give any legally required notice
and opportunity to cure the default, you may at your option do any one more of
the following.
A. Acceleration. You may make all or any part of the amount owing by the
terms of this Note immediately due.
B. Sources. You may use any and all remedies you have under state or
federal law or in any instrument securing this Note.
C. Insurance Benefits. You may make a claim for any and all insurance
benefits or refunds that may be available on my default.
D. Payments Made On My Behalf. Amounts advanced on my behalf will be
immediately due and may be added to the balance owing under the terms of
this Note, and accrue interest at the highest post-maturity interest rate.
E. Set-Off. You may use the right of set-off. This means you may set-off
any amount due and payable under the terms of this Note against any right I
have to receive money from you. My right to receive money from you includes
any deposit or share account balance I have with you; any money owed to me
on an item presented to you or in your possession for collection or
exchange; and any repurchase agreement or other non-deposit obligation.
"Any amount due and payable under the terms of this Note" means the total
amount to which you are entitled to demand payment under the terms of this
Note at the time you set-off. Subject to any other written contract, if my
right to receive money from you is also owned by someone who has not agreed
to pay this Note, your right of set-off will apply to my interest in the
obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights arise only in a representative capacity. It also
does not apply to any Individual Retirement Account or other tax-deferred
retirement account. You will not be liable for the dishonor of any check
when the dishonor occurs because you set-off against any of my accounts.
I agree to hold you harmless from any such claims arising as a result of
your exercise of your right of set-off.
F. Waiver. Except as otherwise required by law, by choosing any one or more
of these remedies you do not give up your right to use any other remedy.
You do not waive a default if you choose not to use a remedy. By electing
not to use any remedy, you do not waive your right to later consider the
event a default and to use any remedies if the default continues or occurs
again.
13. COLLECTION EXPENSES AND ATTORNEYS' FEES. On or after Default, to the extent
permitted by law, I agree to pay all expenses of collection, enforcement or
protection of your rights and remedies under this Note. Expenses include, but
are not limited to, reasonable attorneys' fees, court costs, and other legal
expenses. These expenses are due and payable immediately. If not paid
immediately, these expenses will bear interest from the date of payment until
paid in full at the highest interest rate in effect as provided for in the terms
of this Note. All fees and expenses will be secured by the Property I have
granted to you, if any. To the extent permitted by the United States Bankruptcy
Code, I agree to pay the reasonable attorneys' fees you incur to collect this
Debt as awarded by any court exercising jurisdiction under the Bankruptcy Code.
14. WARRANTIES AND REPRESENTATIONS. I make to you the following warranties and
representations which will continue as long as this Note is in effect:
A. Power. I am duly organized, and validly existing and in good standing in
all jurisdictions in which I operate. I have the power and authority to
enter into this transaction and to carry on my business or activity as it
is now being conducted and, as applicable, am qualified to do so in each
jurisdiction in which I operate.
B. Authority. The execution, delivery and performance of this Note and the
obligation evidenced by this Note are within my powers, have been duly
authorized, have received all necessary governmental approval, will not
violate any provision of law, or order of court or governmental agency, and
will not violate any agreement to which I am a party or to which I am or
any of my Property is subject.
C. Name and place of Business. Other than previously disclosed in writing
to you I have not changed my name or principal place of business within the
last 10 years and have not used any other trade or fictitious name. Without
your prior written consent, I do not and will not use any other name and
will preserve my existing name, trade names and franchises.
15. INSURANCE. I agree to obtain the insurance described in this Loan Agreement.
A. Property Insurance. I will insure or retain insurance coverage on the
Property and abide by the insurance requirements of any security instrument
securing this Loan.
B. Insurance Warranties. I agree to purchase any insurance coverages that
are required, in the amounts you require, as described in this or any other
documents I sign for this Loan. I will provide you with continuing proof of
coverage. I will buy or provide insurance from a firm licensed to do
business in the State where the Property is located. I will have the
insurance company name you as loss payee on any insurance policy. You will
apply the insurance proceeds toward what I owe you on the outstanding
balance. I agree that if the insurance proceeds do not cover the amounts I
still owe you, I will pay the difference. I will keep the insurance until
all debts secured by this agreement are paid. If I want to buy the
insurance from you, I have signed a separate statement agreeing to this
purchase.
16. APPLICABLE LAW. This Note is governed by the laws of Texas, the United
States of America and to the extent required, by the laws of the jurisdiction
where the Property is located. In the event of a dispute, the exclusive forum,
venue and place of jurisdiction will be in Texas, unless otherwise required by
law.
17. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay this
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 this Loan, or
any number of us together, to collect this Loan. Extending this Loan or new
obligations under this Loan, will not affect my duty under this Loan and I will
still be obligated to pay this Loan. The duties and benefits of this Loan will
bind and benefit the successors and assigns of you and me.
18. 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 is 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.
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19. 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.
20. 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
party will be deemed to be notice to all parties. I will inform you in writing
of any change in my name, address or other application information. I will
provide you any financial statement or information you request. All financial
statements and information I give you will be correct and complete. 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.
21. CREDIT INFORMATION. I agree to supply you with whatever information you
reasonably request. You will make requests for this information without undue
frequency, and will give me reasonable time in which to supply the information.
22. 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.
THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
23. SIGNATURES. By signing, I agree to the terms contained in this Note. I also
acknowledge receipt of a copy of this Note.
BORROWER:
International Isotopes, Inc.
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇ 7-9-04
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▇▇▇▇▇ ▇▇▇▇▇▇, President, CEO
LENDER:
Texas State Bank
By:
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▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
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SECURITY AGREEMENT
DATE AND PARTIES. The date of this Security Agreement (Agreement) is July 01,
2004. The parties and their addresses are:
SECURED PARTY:
TEXAS STATE BANK
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▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
DEBTOR:
INTERNATIONAL ISOTOPES, INC.
a Texas Corporation
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▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
The pronouns "you" and "your" refer to the Secured Party. The pronouns "I," "me"
and "my" refer to each person or entity signing this Agreement as Debtor and
agreeing to give the Property described in this Agreement as security for the
Secured Debts.
1. SECURED DEBTS. This Agreement will secure the following Secured Debts:
A. Specific Debts. The following debts and all extensions, renewals,
refinancings, modifications and replacements. A promissory note or other
agreement, No. 48108, dated July 1, 2004, from me to you, in the amount of
$733,595.00.
B. Sums Advanced. All sums advanced and expenses incurred by you under the
terms of this Agreement.
2. SECURITY INTEREST. To secure the payment and performance of the Secured
Debts, I give you a security interest in ail of the Property described in this
Agreement that I own or have sufficient rights in which to transfer an interest,
now or in the future, wherever the Property is or will be located, and all
proceeds and products from the Property (including, but not limited to, all
parts, accessories, repairs, replacements, improvements, and accessions to the
Property). Property is all the collateral given as security for the Secured
Debts and described in this Agreement, and includes all obligations that support
the payment or performance of the Property. "Proceeds" includes anything
acquired upon the sale, lease, license, exchange, or other disposition of the
Property; any rights and claims arising from the Property; and any collections
and distributions on account of the Property.
This Agreement remains in effect until terminated in writing, even if the
Secured Debts are paid and you are no longer obligated to advance funds to me
under any loan or credit agreement.
3. PROPERTY DESCRIPTION. The Property is described as follows:
A. Inventory. All inventory which I hold for ultimate sale or lease, or
which has been or will be supplied under contracts of service, or which are
raw materials, work in process, or materials used or consumed in my
business.
B. Accounts and Other Rights to Payment. All rights I have now or in the
future to payments including, but not limited to, payment for property or
services sold, leased, rented, licensed, or assigned, whether or not I have
earned such payment by performance. This includes any rights and interests
(including all liens and security interests) which I may have by law or
agreement against any Account Debtor or obligor of mine.
C. Instruments, Documents and Chattel Paper. All instruments and rights I
have now or in the future to payments including, but not limited to, rights
to payment arising out of all present and future documents, instruments,
tangible and electronic chattel paper, and loans and obligations
receivable. This includes any rights and interests [including all liens and
security interests) which I may have by law or agreement against any
Account Debtor or obligor of mine.
D. General Intangibles. All general intangibles including, but not limited
to, tax refunds, applications for patents, patents, copyrights, trademarks,
trade secrets, good will, trade names, customer lists, permits and
franchises, payment intangibles, computer programs and all supporting
information provided in connection with a transaction relating to computer
programs, and the right to use my name.
E. Equipment. All equipment including, but not limited to, all machinery,
vehicles, furniture, fixtures, manufacturing equipment, farm machinery and
equipment, shop equipment, office and recordkeeping equipment, and parts
and tools. All equipment described in a list or schedule which I give to
you will also be included in the Property, but such a list is not necessary
for a valid security interest in my equipment.
F. Specific Property. Any and All deposit accounts, payment intangibles,
investment property and software together with all supporting obligation
and proceeds of same property and all after-acquired collateral of the same
classification.
4. WARRANTIES AND REPRESENTATIONS. I make to you the following warranties and
representations which will continue as long as this Agreement is in effect:
A. Power. I am duly organized, and validly existing and in good standing in
all jurisdictions in which 1 operate. I have the power and authority to
enter into this transaction and to carry on my business or activity as it
is now being conducted and, as applicable, am qualified to do so in each
jurisdiction in which I operate.
B. Authority. The execution, delivery and performance of this Agreement and
the obligation evidenced by this Agreement are within my powers, have been
duly authorized, have received all necessary governmental approval, will
not violate any provision of law, or order of court or governmental agency,
and will not violate any agreement to which I am a party or to which I am
or any of my property is subject.
C. Name and Location. My name indicated in the DATE AND PARTIES section is
my exact legal name. I am an entity organized and registered under the laws
of Texas. I will provide verification of registration and location upon
your request. I will provide you with at least 30 days notice prior to any
change in my name, address, or state of organization or registration.
D. Business Name. Other than previously disclosed in writing to you I have
not changed my name or principal place of business within the last 10 years
and have not used any other trade or fictitious name. Without your prior
written consent, I do not and will not use any other name and will preserve
my existing name, trade names and franchises.
E. Ownership of Property. I represent that I own all of the Property. Your
claim to the Property is ahead of the claims of any other creditor, except
as disclosed in writing to you prior to any advance on the Secured Debts.
The collateral that is the subject of the chattel paper is perfected and
preserved. I represent that I am the original owner of the Property and, if
I am not, that I have provided you with a list of prior owners of the
Property.
5. DUTIES TOWARD PROPERTY.
A. Protection of Secured Party's Interest. I will defend the Property
against any other claim. I agree to do whatever you require to protect your
security interest and to keep your claim in the Property ahead of the
claims of other creditors. I will not do anything to harm your position. I
will keep books. records and accounts about the Property and my business in
general. I will let you examine these and make copies at any reasonable
time. I will prepare any report or accounting you request which deals with
the Property.
B. Use, Location, and Protection of the Property. I will keep the Property
in my possession and in good repair. I will use it only for commercial
purposes. I will not change this specified use without your prior written
consent. You have the right of reasonable access to inspect the Property
and I will immediately inform you of any loss or damage to the Property. I
will not cause or permit waste to the Property.
I will keep the Property at my address listed in the DATE AND PARTIES
section unless we agree I may keep it at another location. If the Property
is to be used in other states, I will give you a list of those states. The
location of the Property is given to aid in the identification of the
Property. It does not in any way limit the scope of the security interest
granted to you. I will notify you in writing and obtain your prior written
consent to any change in location of any of the Property. I will not use
the Property in violation of any law. I will notify you in writing prior to
any change in my address, name or, if an organization, any change in my
identity or structure.
Until the Secured Debts are fully paid and this Agreement is terminated, I
will not grant a security interest in any of the Property without your
prior written consent. I will pay all taxes and assessments levied or
assessed against me or the Property and provide timely proof of payment of
these taxes and assessments upon request.
▇. ▇▇▇▇▇▇▇, Leasing or Encumbering the Property. I will not sell, offer to
sell, lease, or otherwise transfer or encumber the Property without your
prior written permission, except for inventory sold in the ordinary course
of business at fair market value, or at a minimum price established between
you and me. If I am in default under this Agreement, I may not sell the
inventory portion of the Property even in the ordinary course of business.
Any disposition of the Property contrary to this Agreement will violate
your rights. Your permission to sell the Property may be reasonably
withheld without regard to the creditworthiness of any buyer or transferee.
I will not permit the Property to be the subject of any court order
affecting my rights to the Property in any action by anyone other than you.
If the Property includes chattel paper or instruments, either as original
collateral or as proceeds of the Property, I will note your security
interest on the face of the chattel paper or instruments.
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D. Additional Duties Specific to Accounts. I will not settle any Account
for less than its full value without your written permission. Until you
tell me otherwise, I will collect all Accounts in the ordinary course of
business. I will not dispose of the Accounts by assignment without your
prior written consent. I will keep the proceeds from all the Accounts and
any goods which are returned to me or which I take back. I will not
commingle them with any of my other property. I will deliver the Accounts
to you at your request. If you ask me to pay you the full price on any
returned items or items retaken by me, I will do so. I will make no
material change in the terms of any Account, and I will give you any
statements, reports, certificates, lists of Account Debtors (showing names,
addresses and amounts owing), invoices applicable to each Account, and
other data in any way pertaining to the Accounts as you may request.
6. INSURANCE. I agree to keep the Property insured against the risks reasonably
associated with the Property. I will maintain this insurance in the amounts you
require. This insurance will last until the Property is released from this
Agreement. I may choose the insurance company, subject to your approval, which
will not be unreasonably withheld.
I will have the insurance company name you as loss payee on any insurance
policy. I will give you and the insurance company immediate notice of any loss.
You may apply the insurance proceeds toward what is owed on the Secured Debts.
You may require added security as a condition of permitting any insurance
proceeds to be used to repair or replace the Property.
If you acquire the Property in damaged condition, my right to any insurance
policies and proceeds will pass to you to the extent of the Secured Debts.
I will immediately notify you of cancellation or termination of insurance. If I
fail to keep the Property insured, you may obtain insurance to protect your
interest in the Property. This insurance may include coverages not originally
required of me, may be written by a company other than one I would choose, and
may be written at a higher rate than I could obtain if I purchased the
insurance.
7. COLLATERAL PROTECTION INSURANCE. As part of this Agreement, I am giving you a
security interest in the Property described in the Property Description Section.
I am required to maintain insurance on the Property in the amount you specify,
subject to applicable law. I agree to purchase the collateral insurance from an
insurer authorized to do business in Texas or an eligible surplus lines insurer
to the extent permitted by law. I will name you as loss payee under the policy.
I may be required to deliver to you a copy of the collateral protection
insurance policy and proof of payment of premiums. If I fail to meet any of
these requirements, you may obtain collateral protection insurance on my behalf.
You are not required to purchase any type or amount of insurance. You may obtain
replacement cost insurance if authorized under applicable law, subject to policy
limits. If you purchase insurance for the Property, I will be responsible for
the cost of that insurance, including interest and any other charges incurred by
you in connection with the placement of collateral protection insurance to the
extent permitted by law. I understand that insurance you obtain may cost
significantly greater than the cost of insurance I could have obtained. Amounts
that I owe are due and payable upon demand or on such other terms as you require
to the extent permitted by law.
8. COLLECTION RIGHTS OF THE SECURED PARTY. Account Debtor means the person who
is obligated on an account, chattel paper, or general intangible. I authorize
you to notify my Account Debtors of your security interest and to deal with the
Account Debtors' obligations at your discretion. You may enforce the obligations
of an Account Debtor, exercising any of my rights with respect to the Account
Debtors' obligations to make payment or otherwise render performance to me,
including the enforcement of any security interest that secures such
obligations. You may apply proceeds received from the Account Debtors to the
Secured Debts or you may release such proceeds to me. I specifically and
irrevocably authorize you to exercise any of the following powers at my expense,
without limitation, until the Secured Debts are paid in full:
A. demand payment and enforce collection from any Account Debtor or Obligor
by suit or otherwise.
B. enforce any security interest, lien or encumbrance given to secure the
payment or performance of any Account Debtor or any obligation constituting
Property.
C. file proofs of claim or similar documents in the event of bankruptcy,
insolvency or death of any person obligated as an Account Debtor.
D. compromise, release, extend, or exchange any indebtedness of an Account
Debtor.
E. take control of any proceeds of the Account Debtors' obligations and any
returned or repossessed goods.
F. endorse all payments by any Account Debtor which may come into your
possession as payable to me.
G. deal in all respects as the holder and owner of the Account Debtors'
obligations.
9. AUTHORITY TO PERFORM. I authorize you to do anything you deem reasonably
necessary to protect the Property, and perfect and continue your security
interest in the Property. If I fail to perform any of my duties under this
Agreement or any other security interest, you are authorized, without notice to
me, to perform the duties or cause them to be performed. These authorizations
include, but are not limited to, permission to:
A. pay and discharge taxes, liens, security interests or other encumbrances
at any time levied or placed on the Property.
B. pay any rents or other charges under any lease affecting the Property.
C. order and pay for the repair, maintenance and preservation of the
Property.
D. sign, when permitted by law, and file any financing statements on my
behalf and pay for filing and recording fees pertaining to the Property.
E. place a note on any chattel paper indicating your interest in the
Property.
F. take any action you feel necessary to realize on the Property, including
performing any part of a contract or endorsing it in my name.
G. handle any suits or other proceedings involving the Property in my name.
H. prepare, file, and sign my name to any necessary reports or accountings.
I. make an entry on my books and records showing the existence of this
Agreement.
J. notify any Account Debtor of your interest in the Property and tell the
Account Debtor to make payments to you or someone else you name.
If you perform for me, you will use reasonable care. Reasonable care will not
include: any steps necessary to preserve rights against prior parties; the duty
to send notices, perform services or take any other action in connection with
the management of the Property; or the duty to protect, preserve or maintain any
security interest given to others by me or other parties. Your authorization to
perform for me will not create an obligation to perform and your failure to
perform will not preclude you from exercising any other rights under the law or
this Agreement.
If you come into actual or constructive possession of the Property, you will
preserve and protect the Property. For purposes of this paragraph, you will be
in actual possession of the Property only when you have physical, immediate and
exclusive control over the Property and you have affirmatively accepted that
control. You will be in constructive possession of the Property only when you
have both the power and the intent to exercise control over the Property.
10. DEFAULT. I will be in default if any of the following occur:
A. Payments. I fail to make a payment in full when due.
B. Insolvency. I make an assignment for the benefit of creditors or become
insolvent, either because my liabilities exceed my assets or I am unable to
pay my debts as they become due.
C. Business Termination. I merge, dissolve, reorganize, end my business or
existence, or a partner or majority owner dies or is declared legally
incompetent.
D. Failure to Perform. I fail to perform any condition or to keep any
promise or covenant of this Agreement.
E. Other Documents. A default occurs under the terms of any other
transaction document.
F. Other Agreements. I am in default on any other debt or agreement I have
with you.
G. Misrepresentation. I make any verbal or written statement or provide any
financial information that is untrue, inaccurate, or conceals a material
fact at the time it is made or provided.
H. Judgment. I fail to satisfy or appeal any judgment against me.
I. Forfeiture. The Property is used in a manner or for a purpose that
threatens confiscation by a legal authority.
J. Name Change. I change my name or assume an additional name without
notifying you before making such a change.
K. Property Transfer. I transfer all or a substantial part of my money or
property.
L. Property Value. The value of the Property declines or is impaired.
M. Material Change. Without first notifying you, there is a material change
in my business, including ownership, management, and financial conditions.
N. Insecurity. You reasonably believe that you are insecure.
2
11. REMEDIES. After I default, and after you give any legally required notice
and opportunity to cure the default, you may at your option do any one or more
of the following.
A. Acceleration. You may make all or any part of the amount owing by the
terms of the Secured Debts immediately due.
B. Sources. You may use any and all remedies you have under state or
federal law or in any instrument evidencing or pertaining to the Secured
Debts.
C. Insurance Benefits. You may make a claim for any and all insurance
benefits or refunds that may be available on my default.
D. Payments Made On My Behalf. Amounts advanced on my behalf will be
immediately due and may be added to the Secured Debts.
E. Assembly of Property. You may require me to gather the Property and make
it available to you in a reasonable fashion.
F. Repossession. You may repossess the Property so long as the repossession
does not involve a breach of the peace. You may sell the Property as
provided by law. You may apply what you receive from the sale of the
Property to your expenses, your attorneys' fees and legal expenses (where
not prohibited by law), and any debt I owe you. If what you receive from
the sale of the Property does not satisfy the debt, I will be liable for
the deficiency (where permitted by law). In some cases, you may keep the
Property to satisfy the debt.
Where a notice is required, I agree that ten days prior written notice sent
by first class mail to my address listed in this Agreement will be
reasonable notice to me under the Texas Uniform Commercial Code. If the
Property is perishable or threatens to decline speedily in value, you may,
without notice to me, dispose of any or all of the Property in a
commercially reasonable manner at my expense following any commercially
reasonable preparation or processing.
If any items not otherwise subject to this Agreement are contained in the
Property when you take possession, you may hold these items for me at my
risk and you will not be liable for taking possession of them.
G. Use and Operation. You may enter upon my premises and take possession of
all or any part of my property for the purpose of preserving the Property
or its value, so long as you do not breach the peace. You may use and
operate my property for the length of time you feel is necessary to protect
your interest, all without payment or compensation to me.
▇. ▇▇▇▇▇▇. By choosing any one or more of these remedies you do not give up
your right to use any other remedy. You do not waive a default if you
choose not to use a remedy. By electing not to use any remedy, you do not
waive your right to later consider the event a default and to use any
remedies if the default continues or occurs again.
12. WAIVER OF CLAIMS. I waive all claims for loss or damage caused by your acts
or omissions where you acted reasonably and in good faith.
13. PERFECTION OF SECURITY INTEREST. I authorize you to file a financing
statement covering the Property. I will comply with, facilitate, and otherwise
assist you in connection with obtaining perfection or control over the Property
for purposes of perfecting your security interest under the Uniform Commercial
Code.
14. APPLICABLE LAW. This Agreement is governed by the laws of Texas, the United
States of America and to the extent required, by the laws of the jurisdiction
where the Property is located. In the event of a dispute, the exclusive forum,
venue and place of jurisdiction will be in Texas, unless otherwise required by
law.
15. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. Each Debtor's obligations
under this Agreement are independent of the obligations of any other Debtor. You
may sue each Debtor individually or together with any other Debtor. You may
release any part of the Property and I will still be obligated under this
Agreement for the remaining Property. The duties and benefits of this Agreement
will bind and benefit the successors and assigns of you and me.
16. AMENDMENT, INTEGRATION AND SEVERABILITY. This Agreement may not be amended
or modified by oral agreement. No amendment or modification of this Agreement is
effective unless made in writing and executed by you and me. This Agreement is
the complete and final expression of the understanding between you and me. If
any provision of this Agreement is unenforceable, then the unenforceable
provision will be severed and the remaining provisions will still be
enforceable.
17. 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 Agreement.
18. 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
party will be deemed to be notice to all parties. I will inform you in writing
of any change in my name, address or other application information. I will
provide you any financial statement or information you request. All financial
statements and information I give you will be correct and complete. 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
Agreement and to confirm your lien status on any Property. Time is of the
essence.
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
SIGNATURES. By signing, I agree to the terms contained in this Agreement. I also
acknowledge receipt of a copy of this Agreement.
DEBTOR:
International Isotopes, Inc.
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇ 7-9-04
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, President & CEO
SECURED PARTY:
Texas State Bank
By:
-----------------------------
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
3
LOAN INFORMATION REPORT
Loan Number 48108
Loan Officer ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Loan Summary This is a(n) Commercial, New, Secured,
Term, Variable loan.
Lender Information 001 Comm
Texas State Bank
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
BORROWERS
Host ID: 243059
Name: International Isotopes, Inc.
DBA:
Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
EIN: ▇▇-▇▇▇▇▇▇▇
Phone:
NAlC -Primary:
NAlC -Secondary:
GENERAL INFORMATION
Specific Loan Purpose: a renewal O/P payoff note #3 1083 169
User Defined Fields:
Class Code 05
Branch 01
Purpose Code 540
Opened By Responsibility Code 039
Product Code 10405
Collateral Code 0052
Rate Index (if variable rate) 01
Payment Code 2
Loan Rating Code 02
Census Tract Number 0.00
CALCULATION TERMS
INPUT VALUES
____________________________________________________________________________
PAYMENT INFORMATION
Repayment Method Custom
Amount Requested $733,595.00
Outstanding Balance $0.00
Payment Frequency Monthly
Number of Amortized Payments 0
Funding Date July 1, 2004
Note Date July 1, 2004
Funding Date is used to calculate the beginning
of interest accrual
First Payment Date August 1, 2004
Days to First Payment 31
Accrual Method Actual/360
First Period Accrual Method Actual/360
Prepay Odd Days Interest No
Collect Odd Days As N/A
____________________________________________________________________________
INTEREST RATE DEFINITION
Variable Interest Rate
1
Index Texas State Bank Base Rate
Index Rate 6.500%
Market as Percent of Index 0.000%
Margin as Percentage Points ▇.▇▇▇%
Market Rate 7.500%
Round to the Nearest .001%
Lock Margin For (number of days)
Lock Expiration Date
Initial Rate Definition Specific Value
Initial Rate Subject to Floor No
Initial Rate Subject to Ceiling No
Initial Rate 7.500%
Discount/Premium
Calculated Initial Rate 7.500%
Periodic Cap 0.000%
Floor Definition Specific Value
Floor 7.500%
Floor Margin 0.000%
Calculated Floor 7.500%
Ceiling Definition None
Ceiling 0.000%
Ceiling Margin 0.000%
Calculated Ceiling 0.000%
Rate Change Affects Payment Amount
Initial Rate Hold Date July 2, 2004
Initial Rate Hold Term and Units 1 Days
Rate Change Frequency and Units 1 Days
Two Step No
Initial Payment Hold 1 payments
Payment Change Frequency 1 payments
CALCULATED VALUES
____________________________________________________________________________
PROCEEDS INFORMATION
Loan Amount $0.00
Charges Not Affecting APR $0.00
Charges Affecting APR $0.00
Odd Days Prepaid/Credit $0.00
0 Days
Pro Rata Charge $0.00
Prepaid Insurance $0.00
Escrow $0.00
Insurance Renewal $0.00
Single Premium PMI
Interest $0.00
Interest Reserve (Calculated)
Interest Reserve (Lender)
Minimum Interest Applies No
Finance Charge $0.00
Amount Financed $0.00
Proceeds $0.00
____________________________________________________________________________
PAYMENT STREAM INFORMATION
Number of Payments Amount of Payments When Payments Are Due
__________________ ___________________ _____________________________________
N/A N/A 6 monthly payments of accrued
interest beginning on August 01,
2004, then 12 monthly payments of
accrued interest plus $1,500.00 to
principal beginning February 01,
2005, and a final payment of the
entire unpaid outstanding balance of
Principal and Interest will be due on
February 01, 2006
________________________________________________________________________________
Total of Payments $0.00
Maturity Date
APR 0.000%
________________________________________________________________________________
LATE CHARGES
If a payment is more than 10 days late, I will be charged 5.000 percent of the
Amount of Payment. I will pay this late charge promptly but only once for each
late payment.
________________________________________________________________________________
INSURANCE DETAIL
Credit Life Plan Selected N/A
________________________________________________________________________________
2
Credit Disability Plan Selected N/A
Total Premium $0.00
Cost Per Day $0.00
Amount of Decreasing Insurance $0.00
Amount of Level Insurance $0.00
Amount of Disability Insurance $0.00
Monthly Disability Benefit $0.00
Decreasing Term 0.000 Months 0 Days
Level Term 0.000 Months 0 Days
Disability Term 0.000 Months 0 Days
________________________________________________________________________________
POST MATURITY RATE DETAIL
Post Maturity interest will accrue at highest rate permitted by law
________________________________________________________________________________
CUSTOM DETAIL
Loan Amount $0.00
Maturity Date February 1, 2006
Repayment Description 6 monthly payments of accrued interest beginning on
August 01, 2004, then 12 monthly payments of accrued
interest plus $1.500.00 to principal beginning February
01, 2005, and a final payment of the entire unpaid
outstanding balance of Principal and Interest will be
due on February 01, 2006
Fees and Charges
Description
________________________________________________________________________________
COLLATERAL
Collateral Type Accounts & Contract Rights (Generally)
Specific Collateral Description
Additional Comments
Location Address ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Collateral Type Equipment (Generally)
Specific Collateral Description
Additional Comments
Location Address ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Collateral Type General Intangibles (Generally)
Specific Collateral Description
Additional Comments
Location Address ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Collateral Type Inventory
Specific Collateral Description
Additional Comments
Location Address ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Collateral Type Chattel Paper
Specific Collateral Description Any and All deposit accounts, payment
intangibles, investment property and
software together with all supporting
obligation and proceeds of same property
and all after-acquired collateral of the
same classification.
Additional Comments
Location Address ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
3
___________________________________________________________________________________________________
LOAN NUMBER ACCT. NUMBER NOTE DATE NOTE AMOUNT MATURITY DATE
PRIOR
OBLIGATION 48108 243059 07101104 $733,595.00 02/01/06
INFORMATION
LOAN NUMBER ACCT. NUMBER MODIFICATION DATE NOTE AMOUNT
AMENDED
OBLIGATION 48108 243059 07/01/04 $733,595.00
INFORMATION
MATURITY DATE INDEX (w/margin) INTEREST RATE INITIALS
02/01/06 Not Applicable 7.5% MDH
Creditor Use Only
___________________________________________________________________________________________________
DEBT MODIFICATION AGREEMENT
________________________________________________________________________________
DATE AND PARTIES. The date of this Debt Modification Agreement iModification1 is
July 1, 2004. The parties and their addresses are:
LENDER:
TEXAS STATE BANK
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: (956) 63l-5401
BORROWER:
INTERNATIONAL ISOTOPES, INC.
a Texas Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
1. DEFINITIONS. In this Modification, these terms have the following meanings:
A. Pronouns. The pronouns "I,' "me," and "my" refer to each Borrower
signing this Modification, individually and together with their heirs,
executors, administrators, successors, and assigns. "You" and "your" refer
to the Lender, with its participants or syndicators, successors and
assigns, or any person or entity that acquires an interest in the
Modification or Prior Obligation.
B. Amended Obligation. Amended Obligation is the resulting agreement that
is created when the Modification amends the Prior Obligation. It is
described above in the AMENDED OBLIGATION INFORMATION section.
C. Loan. Loan refers to this transaction generally. It includes the
obligations and duties arising from the terms of all documents prepared or
submitted in association with the Prior Obligation and this modification,
such as applications, security agreements, disclosures, notes, agreements,
and this Modification.
D. Modification. Modification refers to this Debt Modification Agreement.
E. Prior Obligation. Prior Obligation refers to my existing agreement
described above in the PRIOR OBLIGATION INFORMATION section, and any
previous extensions, renewals, modifications or substitutions of it.
2. BACKGROUND. You and I have previously entered into a Prior Obligation. As of
the date of this Modification, the outstanding, unpaid balance of the Prior
Obligation is $733,595.00. Conditions have changed since the execution of the
Prior 0bligation instruments. In response, and for value received, you and I
agree to modify the terms of the Prior Obligation, as provided for in this
Modification.
3. TERMS. The Prior Obligation is modified as follows:
A. Interest. Our agreement for the payment of interest is modified to read:
(1) INTEREST. Interest will accrue on the unpaid Principal balance of
this loan at the rate of 7.5 percent (Interest Rate).
(a) Maximum Interest Amount. Any amount assessed or collected as
interest under the terms of this loan or obligation will be
limited to the Maximum Lawful Amount of interest allowed by state
or federal law. 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.
(b) Statutory Authority. The amount assessed or collected on this
loan is authorized by the Texas usury law, under ▇▇▇. Fin. Code.
Ch. 303.
(c) Accrual. During the scheduled term of this Loan Interest
accrues using an Actual/360 days counting method.
B. Payments. The payment provision 1s modified to lead:
(1) PAYMENT. I agree to pay this loan as follows: 6 monthly payments
of accrued interest beginning on August 01, 2004, then 12 monthly
payments of accrued interest plus $1,500.00 principal payment
beginning February 01, 2005, and a final payment of the entire unpaid
outstanding balance of Principal and Interest will be due on February
01, 2008.
Payments will be refunded 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.
▇. ▇▇▇▇ and Charges. As additiona1 consideration for your consent to enter
into this Modification Agreement, I agree to pay, or have paid these
additional fees and charges:
(1) Stop Payment. A(n) Stop Payment equal to $25.00.
(2) Late Charge. If a payment is more than 10 days late, I will be
charged 5.000 percent of the Amount of Payment. I will pay this late
charge promptly but only once for each late payment.
(3) Returned Check Charge, I agree to pay a fee not to exceed $30.00
for each check, negotiable order of withdrawal or draft I issue in
connection with this Loan that is returned because it has been
dishonored.
4. CONTINUATION OF TERMS. Except as specifically amended by this Modification,
all of the terms of the Prior Obligation shall remain in full force and effect
4
5. WAIVER. I waive all claims, defenses, setoffs, or counterclaims relating to
the Prior Obligation, or any document securing the Prior Obligation, that I may
have. Any party to the Prior Obligation that does not sign this Modification,
shall remain liable under the terms of the Prior Obligation unless released in
writing by you.
6. ADDITIONAL TERMS. Interest will accrue at the fixed rate of 7.50% as
indicated on 3A for 12 months. Fix rate will be adjusted to change on July 1,
2005 to a variable rate of Texas State Bank Base Rate plus 1%. Interest rate
will change on a daily basis and will effect the amount of scheduled payment.
Interest rate will never be less than 7.50 percent for entire term of the loan,
THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
7. SIGNATURES. By signing, I agree to the terms contained in this Modification.
I also acknowledge receipt of a copy of this Modification.
BORROWER:
International Isotopes, Inc.
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇, President & CEO
LENDER:
Texas State Bank
By: /S/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
5