Exhibit 10.3
MASTER REVOLVING NOTE
$ 750,000.00 and Interest May 22, 1995
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PAYMENTS, DISBURSEMENTS AND INTEREST
FOR VALUE RECEIVED,the undersigned (the "undersigned means each maker and
each endorser and, if more than one, each jointly and severally agrees to all
the provisions hereunder) promise(s) to pay to the order of the UMB Bank, n.a.
hereinafter called Bank"), at its main office, on demand, but if no demand on
JUNE 15, 1995 the principal sum of SEVEN HUNDRED FIFTY THOUSAND AND NO/100
DOLLARS or such other lesser amount as shall be noted on the Schedule of
Disbursements and Payments of Principal included herein or attached hereto
pursuant to the authority set forth herein, together with interest on the unpaid
principal balance hereof from time to time outstanding from date(s) of
disbursement(s) until paid, at the rate of 3.00 percent per annum above the
prime interest rate of Bank, adjusted Daily, with all accrued interest payable
Monthly. Interest hereunder shall be computed on the basis of days elapsed and
assuming a 360-day year consisting of twelve 30-day months. Unless Bank, in its
sole discretion, may from time to time otherwise direct, all payments shall be
applied first to payment of accrued interest, and then to reduction of the
principal sum due hereunder. This note shall bear interest after maturity,
whether by reason of acceleration or otherwise, at a rate of interest equal to
two percent (2%) in excess of the rate stated above until paid in full, and such
interest shall be compounded annually if not paid annually. Any part of the
outstanding principal balance hereof may be paid prior to maturity and if less
than the full amount due hereunder is paid, the undersigned, or any of them, may
from time to time until maturity receive, but the Bank has no commitment to
make, further disbursements hereunder; provided, however, the aggregate amount
of all principal amounts outstanding hereunder shall at no time exceed the face
amount of this note; and provided further, that each and every disbursement made
under this MASTER REVOLVING NOTE shall be at the Bank's sole discretion. In the
event the undersigned pays any part of the principal balance hereof prior to
maturity or, in accordance with the terms hereof, receives any additional
disbursements of principal hereunder, the principal amount due hereunder shall
be the last amount stated to be the Unpaid Principal Balance of Note on the
Schedule of Disbursements and Payments of Principal and the undersigned hereby
authorize(s) any officer of the Bank to make notations on the Schedule of
Disbursements and Payments of Principal from time to time to evidence payments
and disbursements hereunder. The Bank is hereby directed by the undersigned to
credit all future advances under this note to account number 987 041 6565
carried on the books of Bank in the name of Saztec International, Inc., Advanced
Automation Associates, Inc. and the undersigned agrees that the Bank or holder
hereof may make advances, at its discretion, upon oral or written instructions
of any of the undersigned, or any other person(s) duly authorized by the
undersigned.
COLLATERAL
The term "Collateral" as used herein includes (but without limitation) all
of the property listed below now owned and hereafter acquired, all proceeds and
products thereof, and all accessions thereto together with (1) all accruals
thereto and dividends, rights, payments, shares and property received in respect
thereof, including those by way of corporate reorganization, liquidation, split
or change in capital structure -- all of which will be promptly delivered to
this holder hereof duly endorsed, if endorsement is required, and in proper form
for transfer, (2) all indebtedness, including (without limitation) any credit
balance, due from or standing on deposit with, the holder which belongs to, is
in the name of, or is subject to withdrawal by, any party liable hereon, whether
now existing or hereafter arising or deposited, and (3) all personal property of
or in the name of any person liable hereon, now or hereafter in the possession
or control of the holder hereof for any purpose and in any capacity. The
undersigned makers each represent that the proceeds of this note are to be used
exclusively for business or agricultural purposes and are not for the personal,
family or household purposes of any of them. If this note is secured by a
mortgage or deed of trust, such mortgage or deed of trust dated N/A, is governed
by Section 443.055 R.S. Mo. such mortgage or deed of trust is recorded in the
State of Missouri.
Description of Collateral:
All Accounts Receivable, Inventory, Machinery, Equipment, Furniture and
Fixtures as described in Security Agreements dated April 7, 1992, September
25, 1992 and February 15, 1993. All stock certificates, bonds, receipts,
confirmation and similar documents as described in Security Agreements dated
September 25, 1992 and December 15, 1994. All commission receivables as
described in Security Agreement dated October 8, 1993.
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GRANT OF SECURITY INTEREST
The undersigned hereby grants to Bank a security interest in the Collateral
for the payment of all amounts due under this note, and all renewals and
extensions thereof, and for the payment of all other present and future
obligations to the holder, direct or contingent, secured or unsecured, whether
or not due, of any party liable hereon (all of which amounts and obligations are
hereinafter referred to as "Secured Obligations"), and Bank may accordingly
retain the Collateral or any part thereof as security after the payment of all
amounts due under this note. The undersigned agree(s) to give to Bank upon
Bank's request, from time to time, such other and further security as Bank, in
its sole discretion, may deem necessary or appropriate, such additional security
to become "Collateral" under the provisions hereof.
RIGHTS RESPECTING COLLATERAL
Before or after maturity, the holder may (1) transfer all or any part of
the Collateral into the name of the holder hereof or its nominee, with or
without disclosing that such Collateral is subject to the lien and security
interest hereunder; (2) notify the parties obligated on any of the Collateral to
make payment to the holder hereof of any amounts due or to become due
thereunder; (3) enforce collection of any of the Collateral by suit or otherwise
and surrender, release or exchange all or any part thereof, or compromise,
extend or renew for any period (whether or not longer than the original period)
any indebtedness secured thereby; (4) take control of any proceeds of the
Collateral; (5) endorse any Collateral in the name of any person liable hereon,
whenever, in the opinion of the holder, such endorsement may facilitate the
handling of, or realization upon, the Collateral, and an irrevocable power of
attorney therefor is hereby granted to the holder hereof; (6) in addition to its
security interest therein, apply balances, credits, deposits, accounts, or
monies of any person liable hereon held by the holder in any capacity, whether
or not the same are due, applying them toward the payment of such of the Secured
Obligations, and in such order of application, as the holder elects; (7) vote,
use, transfer or repledge any or all of the Collateral; (8) exercise such
additional rights, powers or remedies, if any, with respect to any security for
or guaranty of any of the Secured Obligations as may be provided in any written
instrument other than this note. No liability shall arise against the holder
from any act, or the omission of any act, pertaining to the collection or
failure to collect any Collateral securing this or any other obligation of any
party liable hereon. The undersigned hereby agree(s) to take any and all steps
necessary to preserve any rights in the Collateral against prior parties and the
holder hereof shall not be bound to take any such steps. Notwithstanding any
other provision herein, the undersigned shall not give, transfer, sell, encumber
or otherwise dispose of any Collateral, or any interest therein, without Bank's
advance written consent.
ACCELERATION AND EVENTS OF DEFAULT
Without limitation on the demand maturity of this note, the holder may,
without demand or notice of any kind, declare this note and any other of the
Secured Obligations immediately due and payable in full at any time that the
holder deems itself insecure for any reason whatsoever in respect of any Secured
Obligation. Upon the occurrence of any of the following events of default: (1)
failure of the undersigned to pay or perform any other obligation of any of the
undersigned to the holder hereof; (2) the death or dissolution of, or
termination of existence of, any of the undersigned; (3) the failure of any of
the undersigned to pay debts as they mature; (4) appointment of a receiver of
or for any part of the property of any of the undersigned, an assignment for the
benefit of creditors by any of the undersigned; or the commencement of any
proceedings under bankruptcy or insolvency laws by or against any of the
undersigned, then this note and all other obligations of each of the undersigned
to the holder hereof shall immediately become due and payable in full without
notice or demand.
MISSOURI LAW
The interpretation of this instrument and the rights and remedies of the
parties hereto shall be governed by the laws of the State of Missouri.
COLLECTION EXPENSES
To the extent permitted by applicable law, the undersigned agrees to pay
all expenses of the holder in collecting this note and enforcing rights
respecting and realizing upon any of the Collateral, including reasonable
attorneys' fees.
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DEMAND, NOTICE, ENDORSERS, GUARANTORS AND SURETIES
Demand for payment, notice of nonpayment, protest, dishonor, diligence and
suit are hereby waived by all parties liable hereon. All endorsers, guarantors
and sureties, by endorsing or guaranteeing this note (1) agree to all of the
terms and conditions herein contained, and (2) without limitation of the
foregoing, and without affecting their liabilities hereunder, agree and consent
to all renewals, extensions, and modifications hereof including (a) the
impairment, substitution, exchange or release at any time or times of all or any
part of any property securing payment of this note and all other obligations of
each of the undersigned to the holder hereof, without notice; (b) the release
of, or impairment of right of recourse against, any other endorser, guarantor or
surety, without notice; and (c) the substitution of renewal or extension notes
for this note, without notice or demand.
NO WAIVERS
Any failure of the holder hereof to exercise any right hereunder shall not
be construed as a waiver of the right to exercise the same or any other right at
any other time and from time to time thereafter.
HEADINGS
All headings or titles appearing in this note are used as a matter of
convenience only and shall not affect the interpretation of the provisions
hereof.
Saztec International, Inc.
Mailing Address: By: /s/ David W. Roberts
6700 Corporate Drive -------------------------------------
Kansas City, MO 64120
Senior Vice President
Customer ID: 3904321 -------------------------------------
New Loan: # Advanced Automation Associates, Inc.
By: /s/ David W. Roberts
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Secretary
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By:
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Title:
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(Page 3)