Exhibit 10.2
EXHIBIT B
TO
REVOLVING CREDIT AGREEMENT
FORM OF REVOLVING LOAN NOTE
REVOLVING LOAN NOTE
LENDER: BORROWER:
▇▇▇▇▇▇ Family Partners, LP NB Manufacturing, Inc.
EARNCO MPPP ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
INTEREST RATE: 7%
PRINCIPAL AMOUNT: $50,000
DATE OF NOTE: May 5, 2009
2 1. Promise to Pay. NB Manufacturing, Inc., a Colorado corporation
("Borrower"), promises to pay to ▇▇▇▇▇▇ Family Partners, LP and EARNCO M.P.P.P.
(collectively the "Lender"), or order, in lawful money of the United States of
America and in immediately available funds, the principal sum of FIFTY THOUSAND
AND NO/100 DOLLARS ($50,000) (or such lesser amount as shall equal the aggregate
unpaid principal amount of the Loans made by the Lender to the Borrower under
the Revolving Credit Agreement by and between Borrower and Lender dated as of
May 5, 2009, as amended, supplemented or otherwise modified and in effect from
time to time, the "Loan Agreement"), on demand, and to pay interest on the
unpaid principal amount of each such Loan in like money and funds, for the
period commencing on the date of such Loan until such Loan shall be paid in
full, at the interest rate per annum set forth herein. Terms used but not
defined in this Note have the respective meanings assigned to them in the Loan
Agreement.
2. Recording of Loans. The date and amount of each Loan made by the Lender
to the Borrower, and each payment made on account of the principal thereof,
shall be recorded by the Lender on its books and, prior to any transfer of this
Revolving Loan Note ("Note"), endorsed by the Lender on the Schedule attached
hereto or any continuation thereof; provided that the failure of the Lender to
make any such recordation or endorsement shall not affect the obligations of the
Borrower to make a payment when due of any amount owing under the Loan Agreement
or hereunder in respect of the Loans made by the Lender.
3. Payment. The loan, including all principal and accrued interest not yet
paid shall be due on demand. Borrower will pay Lender at Lender's address shown
above or at such other place as Lender may designate in writing. Unless
otherwise agreed or required by applicable law, payments will be applied first
to any unpaid collection costs, then to accrued unpaid interest and any
remaining amount then to principal.
4. Interest Rate. The interest rate on this Note is seven percent (7%)
percent per annum.
5. 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, but rather, they will reduce the principal
balance due and may result in Borrower's making fewer payments.
6. Default. Borrower will be in default if any of the following happens:
(a) Borrower fails to make any payment within ten (10) days of when due; (b)
Borrower breaks any promise Borrower has made to Lender, or Borrower fails to
perform promptly at the time and strictly in the manner provided in this Note or
any agreement including but not limited to the Loan Agreement related to this
Note, or in any other agreement or loan Borrower has with Lender; (c) Any
representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect; (d) Borrower
becomes insolvent, a receiver is appointed for any part of Borrower's property,
Borrower makes an assignment for the benefit of Lender, or any proceeding is
commenced either by Borrower or against Borrower under any bankruptcy or
insolvency laws or (e) Any creditor tries to take any of Borrower's property.
7. Lender's Rights. Upon default, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest immediately due,
without notice, and then Borrower will pay that amount. Upon default, including
failure to pay any payment within ten (10) days of when due or upon the final
maturity, whichever occurs first, Lender, at its option, may also, if permitted
under applicable law, do one or both of the following: (a) increase the interest
rate on this Note to 18%; (b) access a late fee of 5% of the payment due and (c)
add any unpaid accrued interest to principal and such sum will bear interest
therefrom until paid at the rate provided in this Note (including any increased
rate). The interest rate will not exceed the maximum rate permitted by
applicable law. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower also will pay Lender that amount. This includes,
subject to any limits under applicable law, Lender's attorney's fees and legal
expenses whether or not there is a lawsuit, including attorney's fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment
collection services. If not prohibited by applicable law, Borrower also will pay
any court costs, in addition to all other sums provided by law. This Note has
been delivered to Lender and accepted by Lender in the State of Colorado. This
Note shall be governed by and construed exclusively in accordance with the laws
of the State of Colorado.
8. Joint and Several Liability; Waiver of Maker. Maker and each party
liable hereon in any capacity, whether as endorser, surety, guarantor or
otherwise, and all others who may become liable, primarily or secondarily, for
all or any part of the obligations, jointly and severally:
a. Waives presentment for payment, demand, protest and notice of
presentment, notice of protest, notice of non-payment and notice of dishonor of
this debt and each and every other notice of any kind respecting this Note and
all lack of diligence or delays in collection or enforcement hereof;
b. Agrees that Lender and any subsequent holder of this Note, at any
time or times, without notice to the undersigned or its consent, may grant
extensions of time, without limit as to the number of the aggregate period of
such extensions, for the payment of any principal, interest or other sums due
hereunder;
c. To the extent permitted by law, waives all exemptions under the
laws of the State of Colorado and/or any state or territory of the United
States;
d. Consents to the release of any security, and agrees that any such
extension or release may be made without notice to any of the parties and
without in any way affecting or discharging liability for the obligations
hereunder;
e. To the extent permitted by law, waives the benefit of any law or
rule of law intended for its advantage or protection as an obligor hereunder or
providing for its release or discharge from liability hereon, in whole or in
part, on account of any facts or circumstances other than full and complete
payment of all amounts due hereunder; and
f. Agrees to pay, in addition to all other sums of money due, all cost
of collection and attorney's fees, whether suit be brought or not, if this Note
is not paid in full when due, whether at the stated maturity or by acceleration.
2
9. Miscellaneous.
a. It is not intended hereby to charge interest at a rate in excess of
the maximum rate of interest permitted to be charged to Borrower under
applicable law, but if, notwithstanding such intention, interest in excess of
the maximum rate shall be paid hereunder, the excess shall be applied to
principal and the interest rate on this Note shall be adjusted to the maximum
permitted under applicable law during the period or periods that the interest
rate otherwise provided herein would exceed such rate.
b. Any reference herein to the Lender shall be deemed to include and
apply to every subsequent holder of this Note.
c. This Note shall be governed by and construed in accordance with the
laws of the State of Colorado, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof. The Borrower
agrees that process may be served upon it in any manner authorized by the laws
of the State of Colorado for such person and waives and covenants not to assert
or plead any objection that it might otherwise have to such jurisdiction and
such process.
BORROWER:
NB Manufacturing, Inc.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
SCHEDULE OF LOANS
This Note evidences Loans made under the within-described Revolving Credit
Agreement to the Borrower, on the dates and in the principal amounts set forth
below, and subject to the payments and prepayments of principal set forth below:
Principal Unpaid
Amount Amount Paid Principal Notation
Date Made of Loan or Prepaid Amount Made By