EXHIBIT 10.11
Winning Ways, Inc.
9700 Commerce Parkway
Lenexa, KS 66219
PROMISSORY NOTE
(Revolving)
$700,000
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The undersigned ("Borrower") promises to pay to the order of Winning Ways, Inc.,
address as listed at the top this Note or such other address as the holder
hereof may designate,the principal sum of Seven Hundred Thousand and No/100
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dollars ($700,000) ("Credit Limit"), or so much thereof as has been advanced by
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Winning Ways, Inc. and is outstanding, plus interest thereon as required below.
Interest shall accrue on the outstanding principal balance of this Note at the
rate specified by the checked block below (unchecked blocks) do not apply):
[ ] percent ( %) per annum.
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[X] The Reference Rate described below.
[ ] That rate per annum which is
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( ) percentage points the Reference Rate described below.
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Such rate shall change, without notice, .
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After maturity, whether upon the lapse of time or by acceleration, all past due
principal, and interest to the extent permitted by law, shall bear interest
until paid at the same rate as would be applicable if it was before maturity,
plus %. All interest shall be calculated on the basis of the days actually
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elapsed over a year deemed to consist of days.
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The "Reference Rate" is the rate described after the checked block below:
[ ] The Corporate Base Rate ("CBR") as established by Bank from time to time.
[X] 6.80% per annum.
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The entire outstanding principal balance and all accrued interest thereon shall
be due and payable on July 1, 2000 ("Final Maturity").
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Until Final Maturity, Borrower shall make payments as follows:
Interest in MONTHLY installments, commencing on August 31, 1995, and continuing
MONTHLY thereafter on the unpaid principal balance and principal repayments in
accordance with the following payment schedule.
Principal Principal Principal Principal
Re-payment Outstanding Re-payment Outstanding
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08/12/96 700,000 07/01/98 87,500 350,000
01/01/97 87,500 613,500 01/01/99 87,500 262,500
07/01/97 87,500 525,000 07/01/00 87,500 175,000
01/01/98 87,500 437,500 01/01/00 87,500 87,000
07/01/00 87,500 0
The date and amount of each advance and all receipts of principal and interest
with respect to this Note shall be recorded by Winning Ways, Inc. in the records
it maintains with respect thereto. The failure to record, or any error in
recording, any of the foregoing shall not, however, affect the obligations of
Borrower under this Note to repay the entire outstanding principal amount
advanced and all interest accrued thereon. Such record as maintained by Winning
Ways, Inc. shall constitute prima facie evidence of the amount outstanding under
this Note.
This Note is secured by the following agreements:
Name of Agreement Date of Agreement
UNSECURED
There may be other security and Borrower acknowledges that omitting to list it
here shall not constitute a waiver or abandonment thereof. The holder of this
Note, in addition to any other rights the holder may have, shall have the right
to offset against amounts due under this Note all deposits, funds, securities,
and other property of Borrower in the possession of the holder.
If Borrower does not pay any principal or interest when due hereunder, or if
Borrower or any other party defaults under or otherwise fails to perform or pay
any covenant or obligation in any agreement that secures this Note or has been
executed and delivered to the holder hereof in connection with the indebtedness
evidenced by this Note, the holder hereof may declare all principal and unpaid
accrued interest to be immediately due and payable. Failure to do so at any time
shall not constitute a waiver of the right of the holder hereof to do so at any
other time.
Borrower and all others who are or become party to this Note, whether as
makers, endorsers, or guarantors, by becoming parties to this Note waive
presentment for payment, notice of dishonor, protest, notice of protest, and all
other notices and lack of diligence in the enforcement of this Note. Every such
party by becoming a party to this Note presents to each and every extension or
postponement of the time of payment or other indulgence by the holder of this
Note, whenever made, and waives notice thereof. Every such party by becoming a
party to this Note further waives any and all defenses which such party may have
based on suretyship or impairment of collateral with respect to this Note.
If this Note is not paid strictly according to its terms, Borrower shall (to the
extent permitted by law) pay all costs of collection, including but not limited
to court costs and attorney's fees and expenses (whether or not there is
litigation), and all costs of the holder hereof incurred in connection with any
proceedings affecting this Note under the United States Bankruptcy Code.
Borrower agrees that it will use the proceeds of this Note for business purposes
(other than agricultural purposes) only, and not for personal, family or
household purposes.
This Note shall be governed by the law of the state of Bank's Address without
regard to choice or conflict of laws rules.
IF THERE IS MORE THAN ONE UNDERSIGNED AS BORROWER, ALL REFERENCES HEREIN TO
"BORROWER" REFER TO ALL OF THE UNDERSIGNED AND TO EACH OF THEM, AND THEIR
OBLIGATIONS HEREUNDER ARE JOINT AND SEVERAL.
EXECUTED August 12, 1996 .
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IMPACT DESIGN, INC.
NAME: /s/ Joseph Gup?????
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TITLE: General Manager
Borrower's Notice Address: 12516 Slater Lane
Overland Park, KS 66213
Borrower's Telephone Number: (913) 727-6556
Borrower's Facsimile Number: (913) 727-1834
Borrower's Chief Business Addresses: 12516 Slater Lane
Overland Park, KS 66213