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Exhibit 10(i)
PROMISSORY NOTE
PRINCIPAL LOAN DATE MATURITY LOAN NO CALL COLLATERAL ACCOUNT OFFICER INITIALS
$1,100,000.00 04-01-1999 11-30-2004 UCC KBN KBN
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.
BORROWER: RVM INDUSTRIES, INC.; RAVENS, INC.; SIGNS AND LENDER: FIRSTMERIT BANK, N.A.
BLANKS, INC.; ALBEX ALUMINUM, INC. ASSET BASED LENDING
753 W. WATERLOO RD. 106 S. MAIN ST.
AKRON, OH 44314 AKRON, OH 44308
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PRINCIPAL AMOUNT: $1,100,000.00 INITIAL RATE: 7.750% DATE OF NOTE: APRIL 1, 1999
PROMISE TO PAY. RVM Industries, Inc.; Ravens, Inc.; Signs and Blanks, Inc.;
albex Aluminum, Inc. ("Borrower") promises to pay to FirstMerit Bank, N.A.
("Lender"), or order, in lawful money of the United States of America, the
principal amount of One Million One Hundred Thousand & 00/100 Dollars
($1,100,000.00), together with interest on the unpaid principal balance from
April 1, 1999, until paid in full.
PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in 59 principal payments of $18,335.00 each and one
final principal and interest payment of $18,352.77. Borrower's first principal
payment is due December 31, 1999, and all subsequent principal payments are due
on the same day of each month after that. In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment
date. Borrower's first interest payment is due May 31, 1999, and all subsequent
interest payments are due on the same day of each month after that. Borrower's
final payment due November 30, 2004, will be for all principal and accrued
interest not yet paid. 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 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 accrued unpaid interest, then
to principal, and any remaining amount to any unpaid collection costs and late
charges.
VARIABLE INTEREST RATE. The Interest rate on this Note is subject to change
from time to time based on changes in an Index which is Lender's Prime Rate
(the "Index"). This is the rate Lender charges, or would charge, on 90-day
unsecured loans to the most creditworthy corporate customers. This rate may or
may not be the lowest rate available from Lender at any given time. Lender will
tell Borrower the current Index rate upon Borrower's request. Borrower
understands that Lender may make loans based on other rates as well. The
Interest rate change will not occur more often than each day as Prime changes.
The Index currently is 7.750% per annum. The interest rate to be applied to the
unpaid principal balance of this Note will be at a rate equal to the Index,
resulting in an initial rate of 7.750% per annum. NOTICE: Under no
circumstances will the interest rate on this Note be more than the maximum rate
allowed by applicable law.
PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of
this Note, Borrower understands that Lender is entitled to a minimum interest
charge of $35.00. Other than Borrower's obligation to pay any minimum Interest
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 Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
under the payment schedule. Rather, they will reduce the principal balance due
and may result in Borrower making fewer payments.
LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
7.000% of the unpaid portion of the regularly scheduled payment or $35.00,
whichever is greater.
DEFAULT. Borrower will be in default if any of the following happens:
(a) Borrower fails to make any payment when due. (b) Borrower beaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform
when due any other term, obligation, covenant, or condition contained in this
Note or any 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 either now or at the time made or furnished. (d) Borrower
becomes insolvent, a receiver is appointed for any part of Borrower's property,
Borrower makes an assignment for the benefit of creditors, or any proceeding is
commenced either by Borrower or against Borrower under any bankruptcy or
insolvency laws. (e) Any creditor tries to take any of Borrower's property on or
in which Lender has a lien or security interest. This includes a garnishment of
any of Borrower's accounts with Lender. (f) Any guarantor dies or any of the
other events described in this default section occurs with respect to any
guarantor of this Note. (g) A material adverse change occurs in borrower's
financial condition, or Lender believes the prospect of payment or performance
of the Indebtedness is impaired. (h) Lender in good faith deems itself insecure.
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 Borrower, after receiving written notice from Lender
demanding cure of such default: (a) cures the default within fifteen (15) days;
or (b) if the cure requires more than fifteen (15) 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, 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. 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 attorneys' fees and Lender's legal expenses whether or not there is a
lawsuit, including attorneys' 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 Ohio. If there is a lawsuit,
Borrower agrees upon Lender's request to submit to the jurisdiction of the
courts of Summit County, the State of Ohio. If there is a lawsuit, Borrower
agrees upon Lender's request to submit to the jurisdiction of the courts of
Summit County, the State of Ohio. Lender and Borrower hereby waive the right to
any jury trial in any action, proceeding, or counterclaim brought by either
Lender or Borrower against the other. This Note shall be governed by and
construed in accordance with the laws of the State of Ohio.
CONFESSION OF JUDGEMENT. Borrower hereby Irrevocably authorizes and empowers
any attorney-at-law, including an attorney hired by Lender, to appear in any
court of record and to confess judgment against Borrower for the unpaid amount
of this Note as evidenced by an affidavit signed by an officer of Lender
setting forth the amount then due, plus attorneys' fees as provided in this
Note, plus costs of suit, and to release all errors, and waive all rights of
appeal. If a copy of this Note, verified by an affidavit, shall have been
filed in the proceeding, it will not be necessary to file the original as a
warrant of attorney. Borrower waives the right to any stay of execution and the
benefit of all exemption laws now or hereafter in effect. No single exercise of
the foregoing warrant and power to confess judgement will be deemed to exhaust
the power, whether or not any such exercise shall be held by any court to be
invalid, voidable, or void; but the power will continue undiminished and may be
exercised from time to time as Lender may elect until all amounts owing on this
Note have been paid in full. Borrower waives any conflict of Interest that an
attorney hired by Lender may have in acting on behalf of Borrower in confessing
judgment against Borrower while such attorney is retained by Lender. Borrower
expressly consents to such attorney acting for Borrower in confessing judgment.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $26.00 if Borrower
makes a payment on borrower's loan and the check or
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04-01-1999 PROMISSORY NOTE PAGE 2
LOAN NO (CONTINUED)
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preauthorized charge with which Borrower pays is later dishonored.
GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note. In particular, this section means (among other
things) that Borrower does not agree or intend to pay, and Lender does not agree
or intend to contract for, charge, collect, take, reserve or receive
(collectively referred to herein as "charge or collect"), any amount in the
nature of interest or in the nature of a fee for this loan, which would in any
way or event (including demand, prepayment, or acceleration) cause Lender to
charge or collect more for this loan than the maximum Lender would be permitted
to charge or collect by federal law or the law of the State of Ohio (as
applicable). Any such excess interest or unauthorized fee shall, instead of
anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has been paid in full, be refunded
to Borrower. 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, protest 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 Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.
NOTICE: FOR THIS NOTICE "YOU" MEANS THE BORROWER AND "HIS" MEANS LENDER.
WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRAIL. IF YOU DO NOT PAY ON TIME, A COURT JUDGEMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT
OR ANY OTHER CAUSE.
BORROWER:
RVM Industries, Inc.; Ravens, Inc.; Signs and Blanks, Inc.; Albex Aluminum, Inc.
By:
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Jacob Pollock, CEO, Treasurer of RVM Industries, Inc.
By:
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Jacob Pollock, Chairman, CEO, Treasurer of Ravens, Inc.
By:
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Jacob Pollock, CEO of Signs and Blanks, Inc.
By:
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Jacob Pollock, CEO of Albex Aluminum, Inc.