SBA Form 147 (06/03/02) Version 4.1
Page 1 / 6
U.S. Small Business Administration
Note
SBA Loan # EXP 856-356-4010
SBA Loan Optometrics Corporation
Name
Date March 8, 2005
Loan Amount $300,000.00
Interest Six and one-quarter (6.25%)
Rate
Borrower Optometrics Corporation
Operating Optometrics Corporation
Company
Lender CITIZENS BANK OF MASSACHUSETTS
1. PROMISE TO PAY:
In return for the Loan, Borrower promises to pay to the order
of Lender the amount of
THREE HUNDRED THOUSAND DOLLARS AND NO CENTS ($300,000.00),
interest on the unpaid principal balance, and all other
amounts required by this Note.
2. DEFINITIONS:
"Collateral" means any property taken as security for payment
of this Note or any guarantee of this Note.
"Guarantor" means each person or entity that signs a
guarantee of payment of this Note.
"Loan" means the loan evidenced by this Note.
"Loan Documents" means the documents related to this loan
signed by Borrower, any Guarantor, or anyone who
pledges collateral.
"SBA" means the Small Business Administration, an Agency of
the United States of America.
3. PAYMENT TERMS:
Borrower must make all payments at the place Lender
designates. The payment terms for this Note are:
NOTE TERMS:
Maturity: This Note will mature in 5 years from date of the
Note.
Repayment Terms: The interest rate is 6.25% per year.
Borrower must pay principal and interest payments of
$5,834.78 every month, beginning one (1) month from the
month this Note is dated; payments must be made on the
eight (8th) calendar day in the months they are due.
Lender will apply each installment payment first to pay
interest accrued to the day Lender receives the payment,
then to bring principal current, then to pay any late fees,
and will apply any remaining balance to reduce principal.
If SBA purchases the guaranteed portion of the unpaid
principal balance, the interest rate becomes fixed at the
rate in effect at the time of the earliest uncured payment
default. If there is no uncured payment default, the rate
becomes fixed at the rate in effect at the time of
purchase.
All remaining principal and accrued interest is due and
payable 5 years from the date of the Note.
Loan Prepayment:
Notwithstanding any provision in this Note to the contrary:
Borrower may prepay this Note. Borrower may prepay 20 percent
or less of the unpaid principal balance at any time without
notice. If Borrower prepays more than 20 percent and the Loan
has been sold on the secondary market, Borrower must:
a. Give Lender written notice;
b. Pay all accrued interest; and
c. If the prepayment is received less than 21 days from the date
Lender receives the notice, pay an amount equal to 21 days'
interest from the date lender receives the notice, less any
interest accrued during the 21 days and paid under subparagraph b.,
above.
If Borrower does not prepay within 30 days from the date
Lender receives the notice, Borrower must give Lender a new
notice.
Additional payment charges apply. When in any one of the first
three years from the date of initial disbursement Borrower
voluntarily prepays the outstanding principal balance of the loan
due to refinancing with any bank or financial institution other
than the Lender, Borrower must pay to Lender a prepayment fee for
that year as follows:
a. During the first year after the date of initial
disbursement, 3% of the total prepayment amount;
b. During the second year after the date of initial
disbursement, 2% of the total prepayment amount; and
c. During the third year after the date of initial
disbursement, 1% of the total prepayment amount.
Late Charge: If a payment on this Note is more than 15 days
late, Lender may charge Borrower a late fee of up to 3% of the
unpaid portion of the regularly scheduled payment.
4. DEFAULT:
Borrower is in default under this Note if Borrower does not
make a payment when due under this Note, or if
Borrower or Operating Company:
A. Fails to do anything required by this Note and other Loan
Documents;
B. Defaults on any other loan with Lender;
C. Does not preserve, or account to Lender's
satisfaction for, any of the Collateral or its proceeds;
D. Does not disclose, or anyone acting on their behalf
does not disclose, any material fact to Lender or SBA;
E. Makes, or anyone acting on their behalf makes, a
materially false or misleading representation to Lender or
SBA;
F. Defaults on any loan or agreement with another
creditor, if Lender believes the default may materially affect
Borrower's ability to pay this Note;
G. Fails to pay any taxes when due;
H. Becomes the subject of a proceeding under any
bankruptcy or insolvency law;
I. Has a receiver or liquidator appointed for any part of
their business or property;
J. Makes an assignment for the benefit of creditors;
K. Has any adverse change in financial condition or business
operation that Lender believes may materially affect
Borrower's ability to pay this Note;
L. Reorganizes, merges, consolidates, or otherwise changes
ownership or business structure without Lender's prior
written consent; or
M. Becomes the subject of a civil or criminal action that
Lender believes may materially affect Borrower's ability to
pay this Note.
5. LENDER'S RIGHTS IF THERE IS A DEFAULT:
Without notice or demand and without giving up any of its
rights, Lender may:
A. Require immediate payment of all amounts owing under this
Note;
B. Collect all amounts owing from any Borrower or Guarantor;
C. File suit and obtain judgment;
D. Take possession of any Collateral; or
E. Sell, lease, or otherwise dispose of, any Collateral at
public or private sale, with or without advertisement.
6. LENDER'S GENERAL POWERS:
Without notice and without Borrower's consent, Lender may:
A. Bid on or buy the Collateral at its sale or the sale of
another lienholder, at any price it chooses;
B. Incur expenses to collect amounts due under this Note,
enforce the terms of this Note or any other Loan
Document, and preserve or dispose of the Collateral.
Among other things, the expenses may include payments
for property taxes, prior liens, insurance, appraisals,
environmental remediation costs, and reasonable attorney's
fees and costs. If Lender incurs such expenses, it may demand
immediate repayment from Borrower or add the
expenses to the principal balance;
C. Release anyone obligated to pay this Note;
D. Compromise, release, renew, extend or substitute any of
the Collateral; and
E. Take any action necessary to protect the Collateral or
collect amounts owing on this Note.
7. WHEN FEDERAL LAW APPLIES:
When SBA is the holder, this Note will be interpreted and
enforced under federal law, including SBA regulations.
Lender or SBA may use state or local procedures for filing
papers, recording documents, giving notice, foreclosing
liens, and other purposes. By using such procedures, SBA does
not waive any federal immunity from state or local
control, penalty, tax, or liability. As to this Note,
Borrower may not claim or assert against SBA any local or state
law to deny any obligation, defeat any claim of SBA, or
preempt federal law.
8. SUCCESSORS AND ASSIGNS:
Under this Note, Borrower and Operating Company include the
successors of each, and Lender includes its
successors and assigns.
9. GENERAL PROVISIONS:
A. All individuals and entities signing this Note are jointly
and severally liable.
B. Borrower waives all suretyship defenses.
C. Borrower must sign all documents necessary at any time to
comply with the Loan Documents and to enable
Lender to acquire, perfect, or maintain Lender's liens on
Collateral.
D. Lender may exercise any of its rights separately or
together, as many times and in any order it chooses. Lender
may delay or forgo enforcing any of its rights without giving
up any of them.
E. Borrower may not use an oral statement of Lender or SBA to
contradict or alter the written terms of this Note.
F. If any part of this Note is unenforceable, all other parts
remain in effect.
G. To the extent allowed by law, Borrower waives all demands
and notices in connection with this Note, including
presentment, demand, protest, and notice of dishonor. Borrower
also waives any defenses based upon any claim
that Lender did not obtain any guarantee; did not obtain,
perfect, or maintain a lien upon Collateral; impaired
Collateral; or did not obtain the fair market value of
Collateral at a sale.
10. STATE-SPECIFIC PROVISIONS:
NONE
11. BORROWER'S NAME(S) AND SIGNATURE(S):
By signing below, each individual or entity becomes
obligated under this Note as Borrower.
ATTEST/WITNESS: Optometrics Corporation
By:
Craig T. Dunham, President