PROMISSORY NOTE
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Principal Loan Date Maturity Loan No. Call/Coll Account Officer Initials
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$2,000,000.00 09-19-2002 09-19-2003 143840038 410 5/03 BRES B5KST
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References in the shaded area are for Lender's use only and do
not limit the applicability of this document to any
particular loan or item. Any item above containing ***** has
been omitted due to text length limitations.
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Borrower: BADGER PAPER ▇▇▇▇▇, INC. Lender: WISCONSIN COMMUNITY BANK
(TIN: ▇▇-▇▇▇▇▇▇▇) WISCONSIN BUSINESS BANK - BRANCH
▇▇▇ ▇. ▇▇▇▇▇ ▇▇. GREEN BAY OFFICE
PESHTIGO, WI 54157 ▇▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-5307
Principal Amount: $2,000,000.00 Initial Rate: 5.000%
Date of Note: September 19, 2002
PROMISE TO PAY. BADGER PAPER ▇▇▇▇▇, INC. ("Borrower") promises to pay to
WISCONSIN COMMUNITY BANK ("Lender"), or order, in lawful money of the United
States of America, the principal amount of Two Million & 00/100 Dollars
($2,000,000.00) or so much as may be outstanding, together with interest on the
unpaid outstanding principal 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 September 19, 2003. In addition, Borrower
will pay regular monthly payments of all accrued unpaid interest due as of each
payment date, beginning October 19, 2002, with all subsequent interest payments
to be due on the same day of each month after that. Unless otherwise agreed or
required by applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs and 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 ▇▇▇▇▇▇'s address shown above or at such other place as lender may
designate in writing.
VARIABLE INTERST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the PRIME RATE AS
PUBLISHED IN THE WALL STREET JOURNAL. WHEN A RANGE OF RATES HAS BEEN PUBLISHED,
THE LOWER OF THE RATES WILL BE USED (the "Index"). The Index is not necessarily
the lowest rate charged by Lender on its loans. If the Index becomes unavailable
during the term of this loan, Lender may designate a substitute index after
notice to Borrower. Lender will tell Borrower the current Index rate upon
▇▇▇▇▇▇▇▇'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 4.750% per annum. The interest rate to be applied
to the unpaid principal balance of this Note will be at a rate of 0.250
percentage points over the Index, resulting in an initial rate of 5.000% per
annum. NOTICE: Under no circumstances will the interest rate on this Note be
more than the maximum rate allowed by applicable law.
PROMISSORY NOTE
(Continued)
PREPAYMENT; MINIMUM FINANCE CHARGE. In any event, even upon full prepayment of
this Note, Borrower understands that Lender is entitled to a minimum finance
charge of $50.00. Other than ▇▇▇▇▇▇▇▇'s obligation to pay any minimum finance
charge, 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 ▇▇▇▇▇▇ in
writing, relieve ▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇▇▇'s obligation to continue to make payments
of accrued unpaid interest. Rather, early payments will reduce the principal
balance due. ▇▇▇▇▇▇▇▇ agrees not to send Lender payments marked "paid in full",
"without recourse", or similar language. If Borrower sends such a payment,
▇▇▇▇▇▇ may accept it without losing any of ▇▇▇▇▇▇'s rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, 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:
WISCONSIN COMMUNITY BANK, WISCONSIN BUSINESS BANK - BRANCH, GREEN BAY OFFICE,
▇▇▇▇ ▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the unpaid portion of the regularly scheduled payment or $10.00,
whichever is greater.
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 15.000% per annum. 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 effect 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 ▇▇▇▇▇▇▇▇'s existence as a
going business, the insolvency of ▇▇▇▇▇▇▇▇, the appointment of a
receiver for any part of ▇▇▇▇▇▇▇▇'s property, any assignment for the
benefit of creditors, any type of creditor workout, or the
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PROMISSORY NOTE
(Continued)
commencement of any proceeding under any bankruptcy or insolvency laws
by or against ▇▇▇▇▇▇▇▇.
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 ▇▇▇▇▇▇▇▇'s accounts, including deposit
accounts, with Lender. However, this Event of Default shall not apply
if there is a good faith dispute by ▇▇▇▇▇▇▇▇ as to the validity or
reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives ▇▇▇▇▇▇ 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, endorser, surety or accommodation party of
any of the indebtedness or any guarantor, endorser, surety, or
accommodation party dies or becomes incompetent, or revokes or disputes
the validity of, or liability under, any guaranty of the indebtedness
evidenced by this Note. In the event of a death, Lender, at its option,
may, but shall not be required to, permit the guarantor's estate to
assume unconditionally the obligations arising under the guaranty in a
manner satisfactory to Lender, and, in doing so, cure any Event of
Default.
Change in ownership. Any change in ownership of Fifty percent (50%) or
more of the common stock of Borrower.
Adverse Change. A material adverse change occurs in Borrower's
financial condition, or ▇▇▇▇▇▇ believes the prospect of payment or
performance of this Note is impaired.
Insecurity. Lender in good faith believes itself insecure.
Cure Provisions. If any default, other than a default in payment is
curable and if Borrower has not been given a notice of a breach of the
same provision of this Note within the preceding twelve (12) months, it
may be cured (and no event of default will have occurred). If ▇▇▇▇▇▇▇▇,
after receiving written notice from Lender demanding cure of such
default: (1) cures the default within thirty (30) days; or (2) if the
cure requires more than thirty (30) days, immediately initiates steps
which Lender deems in Lender's sole discretion to be sufficient to cure
the default and thereafter continues and completes all reasonable and
necessary steps sufficient to produce compliance as soon as reasonably
practical.
LENDER'S RIGHTS. Upon default, ▇▇▇▇▇▇ may declare the entire unpaid principal
balances on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.
EXPENSES. If Lender institutes any suit or action to enforce any of the terms of
this Note, Lender shall be entitled to recover such sum as the court may adjudge
reasonable. Whether or not any court action is involved, all reasonable expenses
Lender incurs that in ▇▇▇▇▇▇'s opinion
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PROMISSORY NOTE
(Continued)
are necessary at any time for the protection of its interest or the enforcement
of its rights shall become a part of the loan payable on demand and shall bear
interest at the Note rate from the date of the expenditure until repaid.
Expenses covered by this paragraph include, without limitation, however subject
to any limits under applicable law, ▇▇▇▇▇▇'s legal expenses whether or not there
is a lawsuit, including expenses for bankruptcy proceedings (including efforts
to modify or vacate any automatic stay or injunction), and appeals, to the
extent permitted by applicable law. ▇▇▇▇▇▇▇▇ also will pay any court costs, in
addition to all other sums provided by law.
JURY WAIVER. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either ▇▇▇▇▇▇ or Borrower against
the other.
GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of Wisconsin. This Note
has been accepted by ▇▇▇▇▇▇ in the State of Wisconsin.
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 IRA or ▇▇▇▇▇ accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇'s option, to
administratively freeze all such accounts to allow Lender to protect ▇▇▇▇▇▇'s
charge and setoff rights provided in this paragraph.
COLLATERAL. ▇▇▇▇▇▇▇▇ acknowledges this Note is secured by INCLUDING BUT NOT
LIMITED TO SECURITY AGREEMENT DATED NOVEMBER 30, 2001, REAL ESTATE MORTGAGE
DATED SEPTEMBER 19, 2002 AND ASSIGNMENTS OF LIFE INSURANCE DATED NOVEMBER 30,
2001, JANUARY 8, 2002 AND APRIL 16, 2002.
LINE OF CREDIT. This Note evidences a straight line of credit. Once the total
amount of principal has been advanced, Borrower is not entitled to further loan
advances. Advances under this Note may be requested either orally or in writing
by ▇▇▇▇▇▇▇▇ or as provided in this paragraph. Lender may, but need not, require
that all oral requests be confirmed in writing. All communications,
instructions, or directions by telephone or otherwise to Lender are to be
directed to ▇▇▇▇▇▇'s office shown above. The following persons currently are
authorized to request advances and authorize payments under the line of credit
until ▇▇▇▇▇▇ receives from Borrower, at ▇▇▇▇▇▇'s address shown above, written
notice of revocation of their authority: ▇▇▇▇▇▇ ▇. ▇▇▇▇, President of BADGER
PAPER ▇▇▇▇▇, INC.; and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Fin. Officer & VP of BADGER
PAPER ▇▇▇▇▇, INC. ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇'s accounts with ▇▇▇▇▇▇. The unpaid principal balance owing on
this Note at any time may be evidenced by endorsements on this Note or by
▇▇▇▇▇▇'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
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PROMISSORY NOTE
(Continued)
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.
ADDITIONAL PROVISION. THIS LOAN IS GOVERNED BY LOAN AGREEMENT DATED NOVEMBER 30,
2001.
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon ▇▇▇▇▇▇▇▇, and
upon ▇▇▇▇▇▇▇▇'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 ▇▇▇▇▇▇▇ and its successors and assigns,
and binds ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇'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, waive
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
▇▇▇▇▇▇'s security interest in the collateral; and take any other action deemed
necessary by ▇▇▇▇▇▇ without the consent of or notice to anyone. All such parties
also agree that ▇▇▇▇▇▇ 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, ▇▇▇▇▇▇▇▇ READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. ▇▇▇▇▇▇▇▇ AGREES TO
THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
BADGER PAPER ▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CFO, VP and
Secretary of BADGER PAPER ▇▇▇▇▇, INC.
LENDER:
WISCONSIN COMMUNITY BANK
X /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Authorized Signer
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