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Subscribers | 2003 |
Revolving Promissory Note
Revolving Promissory Note (24K)
Doc #177332: Click preview link for longer preview.
REVOLVING PROMISSORY NOTE
(this Note)
U.S. $6,000,000.00
April 1, 2003 (Date)
FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC. (Borrower), a Texas corporation, promises to pay to the order of JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK (Bank) on or before April 1, 2006 (the Termination Date), at its banking house at 712 Main Street, P.O. Box 2558, Houston, Texas, or at such other location as Bank may designate, in lawful money of the United States of America, the lesser of: (i) the principal sum of SIX MILLION AND NO/100THS UNITED STATES DOLLARS (U.S. $6,000,000.00 or (ii) the aggregate unpaid principal amount of all loans made by Bank (each such loan being a Loan), which may be outstanding on the Termination Date. Each Loan shall be due and payable on the maturity date agreed to by Bank and Borrower with respect to such Loan (the Maturity Date). In no event shall any Maturity Date fall on a date after the Termination Date. This Note is the Revolving Note referenced in Section 1.1 of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined in this Note shall have the same meanings here as assigned to them in the Letter Agreement. Subject to the terms and conditions of this Note and the Letter Agreement, Borrower may borrow, repay and reborrow all or any part of the credit provided for herein at any time before the Termination Date, there being no limitation on the number of Loans made so long as the total unpaid principal amount at any time outstanding does not exceed the Commitment.
Adjusted LIBOR Rate means a per annum interest rate determined by Bank by dividing: (i) the LIBOR Rate by (ii) Statutory Reserves provided that Statutory Reserves is greater than zero, otherwise Adjusted LIBOR Rate means a per annum interest rate equal to the Libor Rate. LIBOR Rate means with respect to any LIBOR Loan for any Interest Period the interest rate determined by Bank by reference to Page 3756 of the Dow Jones Market Service (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by Bank from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) to be the rate at approximately 11:30 a.m. London time, two Business Days prior to the commencement of such Interest Period for the offering by Banks London office, of dollar deposits in an amount comparable to such LIBOR Loan with a maturity comparable to such Interest Period.
Board means the Board of Governors of the Federal Reserve System of the United States.
Borrowing Date means any Business Day on which Bank shall make or continue a Loan hereunder.
Business Day means a day: (i) on which Bank and commercial banks in New York City are generally open for business; and (ii) with respect to LIBOR Loans, on which dealings in United States Dollar deposits are carried out in the London interbank market.
Highest Lawful Rate means the maximum nonusurious rate of interest from time to time permitted by applicable law. To the extent that Texas law determines the Highest Lawful Rate, the Highest Lawful Rate is the weekly rate ceiling as defined in the Texas Finance Code Chapter 303. Bank may from time to time, as to current and future balances, elect and implement any other ceiling under such statutes and/or revise the index, formula or provisions of law used to compute the rate on this open-end account by notice to Borrower, if and to the extent permitted by, and in the manner provided in applicable law.
Interest Period means the period commencing on the Borrowing Date and ending on the Maturity Date, consistent with the following provisions. The duration of each Interest Period shall be: (a) in the case of a Prime Rate Loan, a period of up to the Termination Date unless any portion thereof is converted to a LIBOR Loan hereunder,; and (b) in the case of a LIBOR Loan, a period of up to one, two or three months; in each case as selected by Borrower and agreed to by Bank. Borrowers choice of Interest Period is subject to the following limitations: (i) No Interest Period shall end on a date after the Termination Date; and (ii) If the last day of an Interest Period would be a day other than a Business Day, the Interest Period shall end on the next succeeding Business Day (unless the Interest Period relates to a LIBOR Loan and the next succeeding Business Day is in a different calendar month than the day on which the Interest Period would otherwise end, in which case the Interest Period shall end on the next preceding Business Day).
Letter Agreement means the Amended and Restated Letter Agreement dated as of April 1, 1995, by and between Borrower and Bank, as amended by a First Amendment dated as of April 1, 1997, a Second Amendment dated as of July 21, 1997, a Third Amendment dated as of April 1, 1999, a Fourth Amendment dated as of June 1, 2001, a Fifth Amendment dated as of April 1, 2003, and as it may be further amended from time to time.
LIBOR Loan means a Loan which bears interest at a rate determined by reference to the Adjusted LIBOR Rate.
177332
|
Friedman
As referenced in this Revolving Promissory Note:
FRIEDMAN INDUSTRIES, – this Note)
U.S. $6,000,000.00
April 1, 2003 (Date)
FOR VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC. (Borrower), a Texas corporation, promises to pay to the order of JPMORGAN CHASE
FRIEDMAN INDUSTRIES, – WITNESS WHEREOF, Borrower has executed this Note effective the day, month and year first aforesaid.
FRIEDMAN INDUSTRIES, INCORPORATED
By:
/s/ BEN HARPER
Name:
Ben Harper
Title:
Senior Vice President-Finance
(Banks
dt 28569
;
 Chase Manhattan
As referenced in this Revolving Promissory Note:
CHASE MANHATTAN BANK – VALUE RECEIVED, FRIEDMAN INDUSTRIES, INC. (Borrower), a Texas corporation, promises to pay to the order of JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK (Bank) on or before April 1, 2006 (the Termination Date), at its banking house at 712 Main Street, P.O. Box 2558,
_____________
dt 101973
;
|
JPMorgan Chase
As referenced in this Revolving Promissory Note:
JPMORGAN CHASE – RECEIVED, FRIEDMAN INDUSTRIES, INC. (Borrower), a Texas corporation, promises to pay to the order of JPMORGAN CHASE BANK, formerly known as THE CHASE MANHATTAN BANK (Bank) on or before April 1, 2006 (
JPMORGAN CHASE – provided as its acknowledgment of the above as the final written agreement between the parties.)
JPMORGAN CHASE BANK
By:
/s/ FAITH A. EDWARDS
Name:
Faith A. Edwards
Title:
Vice President
Page 3
dt 46250
|
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Subscribers | 2003 |
Revolving Promissory Note
Revolving Promissory Note (14K)
Doc #177339: Click preview link for longer preview.
REVOLVING PROMISSORY NOTE
$2,000,000 May 30, 2003
For value received, U.S. HOME SYSTEMS, INC., a corporation ("Borrower",
whether one or more) does hereby promise to pay to the order of THE FROST
NATIONAL BANK ("Lender"), at P.O. Box 1600, San Antonio, Texas 78296, or at such
other address as Lender shall from time to time specify in writing, in lawful
money of the United States of America, the sum of TWO MILLION AND 00/100 DOLLARS
($2,000,000), or so much thereof as from time to time may be disbursed by Lender
to Borrower under the "Borrowing Base Line of Credit" pursuant to the terms of
that certain Loan Agreement dated of even date herewith between Borrower and
Lender (as from time to time amended, modified or restated, the "Loan
Agreement"), and be outstanding, together with interest from date hereof on the
principal balance outstanding from time to time as hereinafter provided.
Interest shall be computed on a per annum basis of a year of 360 days and for
the actual number of days elapsed, unless such calculation would result in a
rate greater than the highest rate permitted by applicable law, in which case
interest shall be computed on a per annum basis of a year of 365 days or 366
days in a leap year, as the case may be.
1. Payment Terms. Interest only on amounts outstanding hereunder shall be
due and payable monthly as it accrues, on the 30th day of each and every
calendar month, beginning June 30, 2003, and continuing regularly and monthly
thereafter until May 30, 2004, when the entire amount hereof, principal and
interest then remaining unpaid, shall be then due and payable; interest being
calculated on the unpaid principal each day principal is outstanding and all
payments made credited to any collection costs and late charges, to the
discharge of the interest accrued and to the reduction of the principal, in such
order as Lender shall determine.
2. Late Charge. If a payment is made 10 days or more late, Borrower will be
charged, in addition to interest, a delinquency charge of (i) 5% of the unpaid
portion of the regularly scheduled payment, or (ii) $250.00, whichever is less.
Additionally, upon maturity of this Note, if the outstanding principal balance
(plus all accrued but unpaid interest) is not paid within 10 days of the
maturity date, Borrower will be charged a delinquency charge of (i) 5% of the
sum of the outstanding principal balance (plus all accrued but unpaid interest),
or (ii) $250.00, whichever is less. Borrower agrees with Lender that the charges
set forth herein are reasonable compensation to Lender for the handling of such
late payments.
3. Interest Rate. Interest on the outstanding and unpaid principal balance
hereof shall be on the outstanding and unpaid principal balance hereof shall be
computed at a per annum rate equal to the lesser of (a) a rate equal to the Wall
Street Journal London Interbank Offered Rate (as defined below) plus two and
six-tenths percent (2.6%) per annum, with said rate to be adjusted to reflect
any change in The Wall Street Journal London Interbank Offered Rate at the time
of any such change or (b) the highest rate permitted by applicable law, but in
no event shall interest contracted for, charged or received hereunder plus any
other charges in connection herewith which constitute interest exceed the
maximum interest permitted by applicable law. As used herein, for any date, the
"Wall Street Journal London Interbank Offered Rate" shall mean the London
Interbank Offered Rate (LIBOR) for three (3) months quoted in the most recently
published issue of
177339
|
U.S. Home
As referenced in this Revolving Promissory Note:
U.S. HOME SYSTEMS – EXHIBIT 10.49
REVOLVING PROMISSORY NOTE
$2,000,000 May 30, 2003
For value received, U.S. HOME SYSTEMS , INC., a corporation ("Borrower",
whether one or more) does hereby promise to pay to
U.S. HOME SYSTEMS – to the terms of any other loan documents executed in connection
with this Note.
BORROWER:
U.S. HOME SYSTEMS , INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
4
{/TEXT}
{/DOCUMENT}
dt 30626
;
| The Frost National Bank
|
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Subscribers | 2003 |
Revolving Promissory Note (Receivables Loan)
Revolving Promissory Note (Receivables Loan) (16K)
Doc #177362: Click preview link for longer preview.
--------------------------------------------------------------------------------
REVOLVING PROMISSORY NOTE
(Receivables Loan)
--------------------------------------------------------------------------------
Phoenix, Arizona
$50,000,000.00 February 10, 2003
FOR VALUE RECEIVED, BLUEGREEN CORPORATION, a Massachusetts corporation,
BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation and BLUEGREEN/BIG
CEDAR VACATIONS, LLC, a Delaware limited liability company (jointly and
severally "Borrower") promises unconditionally to pay to the order of
RESIDENTIAL FUNDING CORPORATION, a Delaware corporation ("Holder"), in lawful
money of the United States of America, in immediately available funds, the
principal sum of Fifty Million and No/100 Dollars ($50,000,000.00), or the
portion of such principal amount outstanding from time to time, together with
interest on such unpaid principal balance, as more fully provided below.
Notwithstanding the above, or anything to the contrary herein, the monetary
obligations of BLUEGREEN/BIG CEDAR VACATIONS, LLC shall be subject to the
limitation set forth in Section 8.26 of the Loan Agreement (defined below).
This Revolving Promissory Note (this "Note") is executed pursuant to a Loan
and Security Agreement dated as of even date herewith between Borrower and
Holder (together with any and all extensions, renewals, modifications and
restatements thereof, the "Loan Agreement") and evidences Advances (as defined
in the Loan Agreement) under a revolving receivables loan (the "Loan").
Section 1 Definitions
As used herein, the term "Holder" shall mean Holder and any subsequent
holder of this Note, whichever is applicable from time to time. Initially
capitalized terms used herein without definition shall have the meanings set
forth in the Loan Agreement. The Loan Agreement and all other documents now or
hereafter executed in connection with the Loan are collectively referred to
herein as the "Loan Documents."
Section 2 Interest
(a) Except as otherwise provided herein, interest shall be computed and
shall accrue at a variable interest rate per annum equal to LIBOR plus 4%,
adjusted monthly on the first Business Day of each calendar month. As used
herein, "LIBOR" means the average of interbank offered rates for 30-day dollar
deposits in the London market based on quotations of five major banks, as
published from time to time in The Wall Street Journal. In the event that The
Wall Street Journal ceases to be published or ceases to publish such a
compilation of interbank offered rates, the Borrower and the Lender will agree
on a substitute source and method of determining the interest rate generally
known as the one-month (or 30-day) LIBOR rate.
177362
| Bluegreen Vacations Unlimited, Inc.;
| Bluegreen/BIG Cedar Vacations, LLC;
Residential Funding Corporation
|
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Subscribers | 2003 |
Convertible Subordinated Promissory Note
Convertible Subordinated Promissory Note (28K)
Doc #177682: Click preview link for longer preview.
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE
SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER THE
APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
$50,000 May 1, 2003
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, AMERICAN STONE INDUSTRIES, INC., a
Delaware corporation ("Maker"), promises to pay to the order of FAIRPORT FINANCE
CORP. ("Payee"), the principal sum of Fifty Thousand and 00/100 Dollars
($50,000.00), together with interest thereon at a rate of five percent (5%) per
annum computed on a three hundred sixty-five (365) day year, in accordance with
the terms and subject to the conditions set forth below.
1. Payment. The principal balance of this Note and any accrued but unpaid
interest thereon shall be due and payable on April 31, 2004. Maker shall pay
accrued interest under this Note on a quarterly basis on May 1, August 1,
November 1 and February 1 of each year during the period commencing on August 1,
2003 and continuing until the entire principal balance of this Note is paid in
full. Payments of both principal and interest under this Note shall be made by
Maker to Payee in lawful money of the United States of America to Payee's
address as set forth in Section 2 below.
2. Address of Payee. Payments of principal of and interest on this Note
shall be made to Payee: 1200 East Street, Fairport Harbor, Ohio 44077, or at
such other address as Payee may designate in writing to Maker from time to time.
3. Prepayment. Maker reserves the right to prepay at any time, without
premium or penalty, all or any portion of the indebtedness evidenced hereby.
4. Conversion Feature. During the period commencing on May 1, 2003 the
date hereof and continuing until the entire principal balance of this Note is
paid in full (the "Conversion Period"), Payee shall have the right and option to
convert (the "Conversion Feature") the entire then outstanding principal balance
of this Note into Maker's common stock with a par value of $.001 per share
("Common Stock"). Upon Payee's exercise of the Conversion Feature, the
conversion price shall be Three and 50/100 Dollars ($3.50) per share, which
amount shall be subject to adjustment as provided in Section 6 below (as such
amount may be adjusted from time to time, as so adjusted, the "Conversion
Price"). The number of shares issuable upon Payee's exercise of the Conversion
Feature shall be determined by dividing the then outstanding principal balance
of this Note by the Conversion Price, which number shall be subject to
adjustment as provided in Section 6 below. To exercise the Conversion Feature,
Payee must
{PAGE}
(a) complete, execute and deliver to Maker a conversion notice in the form of
EXHIBIT A attached hereto (the "Conversion Notice") prior to the expiration of
the Conversion Period and (b) surrender the original of this Note to Maker at
such time. Upon conversion, the entire outstanding principal balance of this
Note shall be deemed paid in full by Maker. After delivery of the Conversion
Notice, Payee's exercise of the Conversion Feature shall be irrevocable except
with the written consent of Maker. The exercise of the Conversion Feature shall
be effective as of thirty (30) days after Maker's receipt of the Conversion
Notice or as of such earlier date, not sooner than Maker's receipt of the
Conversion Notice, as determined by Maker in its sole discretion.
5. Conditions to Exercise of Conversion Feature. The exercise of the
Conversion Feature and the issuance of Common Stock in connection therewith
shall, in all cases, be subject to each of the following conditions: (a) the
satisfaction of withholding tax or other withholding liabilities, (b) the
listing, registration or qualification of any to-be-issued shares upon any
securities exchange, the Nasdaq or other trading or quotation system or under
any federal or state law, (c) the consent or approval of any regulatory body,
and/or (d) any requirement by Maker that Payee take any reasonable action to
meet all applicable requirements imposed by federal and state securities laws
including providing undertakings as to the investment intent of Payee, accepting
transfer restrictions on the Common Stock and providing opinions of counsel, in
form and substance acceptable to Maker, as to the availability of exemptions
from such requirements. Maker shall, in its sole discretion, determine whether
one or more of the foregoing conditions is necessary or desirable to be
satisfied in connection with the exercise of the Conversion Feature and prior to
the delivery of Common Stock pursuant to the exercise of the Conversion Feature.
The exercise of the Conversion Feature shall not be effective unless and until
such condition(s) have been satisfied or Maker has, in its sole discretion,
waived such conditions in writing.
6. Adjustments. The Conversion Price and the number of shares of Common
Stock issuable upon exercise of the Conversion Feature shall be subject to
adjustment from time to time as provided below.
(a) Stock Dividends, Splits and Reclassifications.
(1) In General. The following events are hereinafter referred
to as "Adjustment Events": (i) Maker pays a dividend with respect to
its capital stock in shares of Common Stock; (ii) Maker subdivides
its outstanding shares of Common Stock; (iii) Maker combines its
outstanding shares of Common Stock into a smaller number of shares
of any class of Common Stock; (iv) Maker issues any shares of its
capital stock in a reclassification of Common Stock (including any
such reclassification in connection with a merger, consolidation or
other business combination in which Maker is the surviving entity),
or; (v) any other corporate action which results in the issuance of
an interest which is or could become a share of Maker. If an
Adjustment Event occurs, the number of shares of Common Stock
issuable upon exercise of the Conversion Feature immediately prior
to the record date for such Adjustment Event shall be adjusted so
that Payee shall thereafter be entitled to receive the number of
shares of Common Stock that Payee would have owned, or would have
been entitled to receive, after the happening of such Adjustment
Event if the Conversion Feature had been exercised immediately prior
to the happening of such Adjustment Event or any record date with
respect thereto. An adjustment made pursuant to this Section 6(a)(1)
shall become effective immediately after the effective date of such
177682
|
American Stone
As referenced in this Convertible Subordinated Promissory Note:
AMERICAN STONE INDUSTRIES, – SUBORDINATED PROMISSORY NOTE
$50,000 May 1, 2003
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, AMERICAN STONE INDUSTRIES, INC., a
Delaware corporation ("Maker"), promises to pay to the order of FAIRPORT FINANCE
American Stone Industries, – or facsimile number as Maker may designate in writing
to Payee from time to time:
American Stone Industries, Inc.
Attn: Russell Ciphers, Sr., President and Chief Executive Officer
8705 Quarry Road
Amherst,
AMERICAN STONE INDUSTRIES, – WHEREOF, Maker has executed this Note as of the day and year
first written above.
AMERICAN STONE INDUSTRIES, INC.
By: /s/ Russell Ciphers
--------------------------------------------
Name: Russell Ciphers, Sr.
Title: President and Chief Executive
American Stone Industries, – NOTICE
NOTICE OF EXERCISE OF CONVERSION FEATURE
UNDER
$ 50,000 CONVERTIBLE SUBORDINATED PROMISSORY NOTE
To: American Stone Industries, Inc. ("Maker")
From: Fairport Finance Corp. ("Payee")
Date: May 1, 2003
Pursuant to the
dt 30639
;
| Fairport Finance Corp.
|
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Subscribers | 2003 |
Convertible Subordinated Promissory Note
Convertible Subordinated Promissory Note (28K)
Doc #177683: Click preview link for longer preview.
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE
SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER THE
APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
$10,000 May 1, 2003
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, AMERICAN STONE INDUSTRIES, INC., a
Delaware corporation ("Maker"), promises to pay to the order of the MALE FAMILY
LIMITED PARTNERSHIP, ("Payee"), the principal sum of Ten Thousand and 00/100
Dollars ($10,000.00), together with interest thereon at a rate of five percent
(5%) per annum computed on a three hundred sixty-five (365) day year, in
accordance with the terms and subject to the conditions set forth below.
1. Payment. The principal balance of this Note and any accrued but unpaid
interest thereon shall be due and payable on May 1, 2004. Maker shall pay
accrued interest under this Note on a quarterly basis on May 1, August 1,
November 1 and February 1 of each year during the period commencing on August 1,
2003 and continuing until the entire principal balance of this Note is paid in
full. Payments of both principal and interest under this Note shall be made by
Maker to Payee in lawful money of the United States of America to Payee's
address as set forth in Section 2 below.
2. Address of Payee. Payments of principal of and interest on this Note
shall be made to Payee: 30000 Aurora Road, Solon, Ohio 44139, or at such other
address as Payee may designate in writing to Maker from time to time.
3. Prepayment. Maker reserves the right to prepay at any time, without
premium or penalty, all or any portion of the indebtedness evidenced hereby.
4. Conversion Feature. During the period commencing on May 1, 2003 the
date hereof and continuing until the entire principal balance of this Note is
paid in full (the "Conversion Period"), Payee shall have the right and option to
convert (the "Conversion Feature") the entire then outstanding principal balance
of this Note into Maker's common stock with a par value of $.001 per share
("Common Stock"). Upon Payee's exercise of the Conversion Feature, the
conversion price shall be Three and 50/100 Dollars ($3.50) per share, which
amount shall be subject to adjustment as provided in Section 6 below (as such
amount may be adjusted from time to time, as so adjusted, the "Conversion
Price"). The number of shares issuable upon Payee's exercise of the Conversion
Feature shall be determined by dividing the then outstanding principal balance
of this Note by the Conversion Price, which number shall be subject to
adjustment as provided in Section 6 below. To exercise the Conversion Feature,
Payee must
{PAGE}
(a) complete, execute and deliver to Maker a conversion notice in the form of
EXHIBIT A attached hereto (the "Conversion Notice") prior to the expiration of
the Conversion Period and (b) surrender the original of this Note to Maker at
such time. Upon conversion, the entire outstanding principal balance of this
Note shall be deemed paid in full by Maker. After delivery of the Conversion
Notice, Payee's exercise of the Conversion Feature shall be irrevocable except
with the written consent of Maker. The exercise of the Conversion Feature shall
be effective as of thirty (30) days after Maker's receipt of the Conversion
Notice or as of such earlier date, not sooner than Maker's receipt of the
Conversion Notice, as determined by Maker in its sole discretion.
5. Conditions to Exercise of Conversion Feature. The exercise of the
Conversion Feature and the issuance of Common Stock in connection therewith
shall, in all cases, be subject to each of the following conditions: (a) the
satisfaction of withholding tax or other withholding liabilities, (b) the
listing, registration or qualification of any to-be-issued shares upon any
securities exchange, the Nasdaq or other trading or quotation system or under
any federal or state law, (c) the consent or approval of any regulatory body,
and/or (d) any requirement by Maker that Payee take any reasonable action to
meet all applicable requirements imposed by federal and state securities laws
including providing undertakings as to the investment intent of Payee, accepting
transfer restrictions on the Common Stock and providing opinions of counsel, in
form and substance acceptable to Maker, as to the availability of exemptions
from such requirements. Maker shall, in its sole discretion, determine whether
one or more of the foregoing conditions is necessary or desirable to be
satisfied in connection with the exercise of the Conversion Feature and prior to
the delivery of Common Stock pursuant to the exercise of the Conversion Feature.
The exercise of the Conversion Feature shall not be effective unless and until
such condition(s) have been satisfied or Maker has, in its sole discretion,
waived such conditions in writing.
6. Adjustments. The Conversion Price and the number of shares of Common
Stock issuable upon exercise of the Conversion Feature shall be subject to
adjustment from time to time as provided below.
(a) Stock Dividends, Splits and Reclassifications.
(1) In General. The following events are hereinafter referred
to as "Adjustment Events": (i) Maker pays a dividend with respect to
its capital stock in shares of Common Stock; (ii) Maker subdivides
its outstanding shares of Common Stock; (iii) Maker combines its
outstanding shares of Common Stock into a smaller number of shares
of any class of Common Stock; (iv) Maker issues any shares of its
capital stock in a reclassification of Common Stock (including any
such reclassification in connection with a merger, consolidation or
other business combination in which Maker is the surviving entity),
or; (v) any other corporate action which results in the issuance of
an interest which is or could become a share of Maker. If an
Adjustment Event occurs, the number of shares of Common Stock
issuable upon exercise of the Conversion Feature immediately prior
to the record date for such Adjustment Event shall be adjusted so
that Payee shall thereafter be entitled to receive the number of
shares of Common Stock that Payee would have owned, or would have
been entitled to receive, after the happening of such Adjustment
Event if the Conversion Feature had been exercised immediately prior
to the happening of such Adjustment Event or any record date with
respect thereto. An adjustment made pursuant to this Section 6(a)(1)
shall become effective immediately after the effective date of such
177683
|
American Stone
As referenced in this Convertible Subordinated Promissory Note:
AMERICAN STONE INDUSTRIES, – SUBORDINATED PROMISSORY NOTE
$10,000 May 1, 2003
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, AMERICAN STONE INDUSTRIES, INC., a
Delaware corporation ("Maker"), promises to pay to the order of the MALE
American Stone Industries, – or facsimile number as Maker may designate in
writing to Payee from time to time:
American Stone Industries, Inc.
Attn: Russell Ciphers, Sr., President and Chief Executive Officer
8705 Quarry Road
Amherst,
AMERICAN STONE INDUSTRIES, – WHEREOF, Maker has executed this Note as of the day and year
first written above.
AMERICAN STONE INDUSTRIES, INC.
By: /s/ Russell Ciphers
------------------------------------------
Name: Russell Ciphers, Sr.
Title: President and Chief Executive
American Stone Industries, – NOTICE
NOTICE OF EXERCISE OF CONVERSION FEATURE
UNDER
$ 10,000 CONVERTIBLE SUBORDINATED PROMISSORY NOTE
To: American Stone Industries, Inc. ("Maker")
From: Male Family Limited Partnership ("Payee")
Date: May 1, 2003
Pursuant to
dt 30640
;
| Male Family Limited Partnership
|
| Preview
Subscribers | 2003 |
Convertible Subordinated Promissory Note
Convertible Subordinated Promissory Note (28K)
Doc #177684: Click preview link for longer preview.
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE
SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER THE
APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
$50,000 April 1, 2003
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, AMERICAN STONE INDUSTRIES, INC., a
Delaware corporation ("Maker"), promises to pay to the order of MICHAEL J. MEIER
("Payee"), the principal sum of Fifty Thousand and 00/100 Dollars ($50,000.00),
together with interest thereon at a rate of five percent (5%) per annum computed
on a three hundred sixty-five (365) day year, in accordance with the terms and
subject to the conditions set forth below.
1. Payment. The principal balance of this Note and any accrued but unpaid
interest thereon shall be due and payable on March 31, 2004. Maker shall pay
accrued interest under this Note on a quarterly basis on April 1, July 1,
October 1 and January 1 of each year during the period commencing on July 1,
2003 and continuing until the entire principal balance of this Note is paid in
full. Payments of both principal and interest under this Note shall be made by
Maker to Payee in lawful money of the United States of America to Payee's
address as set forth in Section 2 below.
2. Address of Payee. Payments of principal of and interest on this Note
shall be made to Payee: 6521 Davis Industrial Parkway, Solon, Ohio 44139, or at
such other address as Payee may designate in writing to Maker from time to time.
3. Prepayment. Maker reserves the right to prepay at any time, without
premium or penalty, all or any portion of the indebtedness evidenced hereby.
4. Conversion Feature. During the period commencing on April 1, 2003 the
date hereof and continuing until the entire principal balance of this Note is
paid in full (the "Conversion Period"), Payee shall have the right and option to
convert (the "Conversion Feature") the entire then outstanding principal balance
of this Note into Maker's common stock with a par value of $.001 per share
("Common Stock"). Upon Payee's exercise of the Conversion Feature, the
conversion price shall be Three and 50/100 Dollars ($3.50) per share, which
amount shall be subject to adjustment as provided in Section 6 below (as such
amount may be adjusted from time to time, as so adjusted, the "Conversion
Price"). The number of shares issuable upon Payee's exercise of the Conversion
Feature shall be determined by dividing the then outstanding principal balance
of this Note by the Conversion Price, which number shall be subject to
adjustment as provided in Section 6 below. To exercise the Conversion Feature,
Payee must (a) complete, execute and deliver to Maker a conversion notice in the
form of EXHIBIT A attached hereto (the "Conversion Notice") prior to the
expiration of the Conversion Period and (b) surrender the original of this Note
to Maker at such time. Upon conversion, the entire outstanding principal balance
of this Note shall be deemed paid in full by Maker. After delivery of the
Conversion Notice, Payee's exercise of the Conversion Feature shall be
irrevocable except with the written consent of Maker. The exercise
{PAGE}
of the Conversion Feature shall be effective as of thirty (30) days after
Maker's receipt of the Conversion Notice or as of such earlier date, not sooner
than Maker's receipt of the Conversion Notice, as determined by Maker in its
sole discretion.
5.Conditions to Exercise of Conversion Feature. The exercise of the
Conversion Feature and the issuance of Common Stock in connection therewith
shall, in all cases, be subject to each of the following conditions: (a) the
satisfaction of withholding tax or other withholding liabilities, (b) the
listing, registration or qualification of any to-be-issued shares upon any
securities exchange, the Nasdaq or other trading or quotation system or under
any federal or state law, (c) the consent or approval of any regulatory body,
and/or (d) any requirement by Maker that Payee take any reasonable action to
meet all applicable requirements imposed by federal and state securities laws
including providing undertakings as to the investment intent of Payee, accepting
transfer restrictions on the Common Stock and providing opinions of counsel, in
form and substance acceptable to Maker, as to the availability of exemptions
from such requirements. Maker shall, in its sole discretion, determine whether
one or more of the foregoing conditions is necessary or desirable to be
satisfied in connection with the exercise of the Conversion Feature and prior to
the delivery of Common Stock pursuant to the exercise of the Conversion Feature.
The exercise of the Conversion Feature shall not be effective unless and until
such condition(s) have been satisfied or Maker has, in its sole discretion,
waived such conditions in writing.
6.Adjustments. The Conversion Price and the number of shares of Common
Stock issuable upon exercise of the Conversion Feature shall be subject to
adjustment from time to time as provided below.
(a)Stock Dividends, Splits and Reclassifications.
(1)In General. The following events are hereinafter referred
to as "Adjustment Events": (i) Maker pays a dividend with respect to
its capital stock in shares of Common Stock; (ii) Maker subdivides
its outstanding shares of Common Stock; (iii) Maker combines its
outstanding shares of Common Stock into a smaller number of shares
of any class of Common Stock; (iv) Maker issues any shares of its
capital stock in a reclassification of Common Stock (including any
such reclassification in connection with a merger, consolidation or
other business combination in which Maker is the surviving entity),
or; (v) any other corporate action which results in the issuance of
an interest which is or could become a share of Maker. If an
Adjustment Event occurs, the number of shares of Common Stock
issuable upon exercise of the Conversion Feature immediately prior
to the record date for such Adjustment Event shall be adjusted so
that Payee shall thereafter be entitled to receive the number of
shares of Common Stock that Payee would have owned, or would have
been entitled to receive, after the happening of such Adjustment
Event if the Conversion Feature had been exercised immediately prior
to the happening of such Adjustment Event or any record date with
respect thereto. An adjustment made pursuant to this Section 6(a)(1)
shall become effective immediately after the effective date of such
Adjustment Event retroactive to the record date, if any, for such
Adjustment Event.
(2)Adjustment of the Conversion Price. Whenever the number of
shares of Common Stock issuable upon exercise of the Conversion
Feature is adjusted pursuant to Section 6(a)(1) above, the
Conversion Price for each share of Common Stock payable upon
conversion shall be adjusted by multiplying the Conversion Price
immediately prior to such adjustment by a fraction, the numerator of
which shall be the number of shares of Common Stock issuable upon
conversion immediately prior to such adjustment, and the denominator
of which shall be the number of shares of the Common Stock so
issuable immediately thereafter.
177684
|
American Stone
As referenced in this Convertible Subordinated Promissory Note:
AMERICAN STONE INDUSTRIES, – SUBORDINATED PROMISSORY NOTE
$50,000 April 1, 2003
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, AMERICAN STONE INDUSTRIES, INC., a
Delaware corporation ("Maker"), promises to pay to the order of MICHAEL J.
American Stone Industries, – or
facsimile number as Maker may designate in writing to Payee from time to time:
American Stone Industries, Inc.
Attn: Russell Ciphers, Sr., President and Chief Executive Officer
8705 Quarry Road
Amherst,
AMERICAN STONE INDUSTRIES, – WHEREOF, Maker has executed this Note as of the day and year
first written above.
AMERICAN STONE INDUSTRIES, INC.
By: /s/ Russell Ciphers
----------------------------------------
Name: Russell Ciphers, Sr.
Title: President and Chief Executive
American Stone Industries, – NOTICE
NOTICE OF EXERCISE OF CONVERSION FEATURE
UNDER
$50,000 CONVERTIBLE SUBORDINATED PROMISSORY NOTE
To: American Stone Industries, Inc. ("Maker")
From: Michael J. Meier ("Payee")
Date: April 1, 2003
Pursuant to the
dt 30641
;
| Michael J. Meier
|
| Preview
Subscribers | 2003 |
Convertible Subordinated Promissory Note
Convertible Subordinated Promissory Note (28K)
Doc #177685: Click preview link for longer preview.
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE
SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER THE
APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
$25,000 April 1, 2003
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, AMERICAN STONE INDUSTRIES, INC., a
Delaware corporation ("Maker"), promises to pay to the order of TIMOTHY I.
PANZICA ("Payee"), the principal sum of Twenty-Five Thousand and 00/100 Dollars
($25,000.00), together with interest thereon at a rate of five percent (5%) per
annum computed on a three hundred sixty-five (365) day year, in accordance with
the terms and subject to the conditions set forth below.
1. Payment. The principal balance of this Note and any accrued but unpaid
interest thereon shall be due and payable on March 31, 2004. Maker shall pay
accrued interest under this Note on a quarterly basis on April 1, July 1,
October 1 and January 1 of each year during the period commencing on July 1,
2003 and continuing until the entire principal balance of this Note is paid in
full. Payments of both principal and interest under this Note shall be made by
Maker to Payee in lawful money of the United States of America to Payee's
address as set forth in Section 2 below.
2. Address of Payee. Payments of principal of and interest on this Note
shall be made to Payee: 735 Beta Drive, Cleveland, Ohio 44143, or at such other
address as Payee may designate in writing to Maker from time to time.
3. Prepayment. Maker reserves the right to prepay at any time, without
premium or penalty, all or any portion of the indebtedness evidenced hereby.
4. Conversion Feature. During the period commencing on April 1, 2003 the
date hereof and continuing until the entire principal balance of this Note is
paid in full (the "Conversion Period"), Payee shall have the right and option to
convert (the "Conversion Feature") the entire then outstanding principal balance
of this Note into Maker's common stock with a par value of $.001 per share
("Common Stock"). Upon Payee's exercise of the Conversion Feature, the
conversion price shall be Three and 50/100 Dollars ($3.50) per share, which
amount shall be subject to adjustment as provided in Section 6 below (as such
amount may be adjusted from time to time, as so adjusted, the "Conversion
Price"). The number of shares issuable upon Payee's exercise of the Conversion
Feature shall be determined by dividing the then outstanding principal balance
of this Note by the Conversion Price, which number shall be subject to
adjustment as provided in Section 6 below. To exercise the Conversion Feature,
Payee must (a) complete, execute and deliver to Maker a conversion notice in the
form of EXHIBIT A attached hereto (the "Conversion Notice") prior to the
expiration of the Conversion Period and (b) surrender the original of this Note
to Maker at such time. Upon conversion, the entire outstanding principal balance
of this Note shall be deemed paid in full by Maker. After delivery of the
Conversion Notice, Payee's exercise of the Conversion Feature shall be
irrevocable except with the written
{PAGE}
consent of Maker. The exercise of the Conversion Feature shall be effective as
of thirty (30) days after Maker's receipt of the Conversion Notice or as of such
earlier date, not sooner than Maker's receipt of the Conversion Notice, as
determined by Maker in its sole discretion.
5. Conditions to Exercise of Conversion Feature. The exercise of the
Conversion Feature and the issuance of Common Stock in connection therewith
shall, in all cases, be subject to each of the following conditions: (a) the
satisfaction of withholding tax or other withholding liabilities, (b) the
listing, registration or qualification of any to-be-issued shares upon any
securities exchange, the Nasdaq or other trading or quotation system or under
any federal or state law, (c) the consent or approval of any regulatory body,
and/or (d) any requirement by Maker that Payee take any reasonable action to
meet all applicable requirements imposed by federal and state securities laws
including providing undertakings as to the investment intent of Payee, accepting
transfer restrictions on the Common Stock and providing opinions of counsel, in
form and substance acceptable to Maker, as to the availability of exemptions
from such requirements. Maker shall, in its sole discretion, determine whether
one or more of the foregoing conditions is necessary or desirable to be
satisfied in connection with the exercise of the Conversion Feature and prior to
the delivery of Common Stock pursuant to the exercise of the Conversion Feature.
The exercise of the Conversion Feature shall not be effective unless and until
such condition(s) have been satisfied or Maker has, in its sole discretion,
waived such conditions in writing.
6. Adjustments. The Conversion Price and the number of shares of Common
Stock issuable upon exercise of the Conversion Feature shall be subject to
adjustment from time to time as provided below.
(a) Stock Dividends, Splits and Reclassifications.
(1) In General. The following events are hereinafter referred
to as "Adjustment Events": (i) Maker pays a dividend with respect to
its capital stock in shares of Common Stock; (ii) Maker subdivides
its outstanding shares of Common Stock; (iii) Maker combines its
outstanding shares of Common Stock into a smaller number of shares
of any class of Common Stock; (iv) Maker issues any shares of its
capital stock in a reclassification of Common Stock (including any
such reclassification in connection with a merger, consolidation or
other business combination in which Maker is the surviving entity),
or; (v) any other corporate action which results in the issuance of
an interest which is or could become a share of Maker. If an
Adjustment Event occurs, the number of shares of Common Stock
issuable upon exercise of the Conversion Feature immediately prior
to the record date for such Adjustment Event shall be adjusted so
that Payee shall thereafter be entitled to receive the number of
shares of Common Stock that Payee would have owned, or would have
been entitled to receive, after the happening of such Adjustment
Event if the Conversion Feature had been exercised immediately prior
to the happening of such Adjustment Event or any record date with
respect thereto. An adjustment made pursuant to this Section 6(a)(1)
shall become effective immediately after the effective date of such
Adjustment Event retroactive to the record date, if any, for such
Adjustment Event.
(2) Adjustment of the Conversion Price. Whenever the number of
shares of Common Stock issuable upon exercise of the Conversion
Feature is adjusted pursuant to Section 6(a)(1) above, the
Conversion Price for each share of Common Stock payable upon
conversion shall be adjusted by multiplying the Conversion Price
immediately prior to such adjustment by a fraction, the numerator of
which shall be the number of shares of Common Stock issuable upon
conversion immediately prior to such adjustment, and the denominator
of which shall be the number of shares of the Common Stock so
issuable immediately thereafter.
177685
|
American Stone
As referenced in this Convertible Subordinated Promissory Note:
AMERICAN STONE INDUSTRIES, – SUBORDINATED PROMISSORY NOTE
$25,000 April 1, 2003
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, AMERICAN STONE INDUSTRIES, INC., a
Delaware corporation ("Maker"), promises to pay to the order of TIMOTHY I.
American Stone Industries, – or
facsimile number as Maker may designate in writing to Payee from time to time:
American Stone Industries, Inc.
Attn: Russell Ciphers, Sr., President and Chief Executive Officer
8705 Quarry Road
Amherst,
AMERICAN STONE INDUSTRIES, – WHEREOF, Maker has executed this Note as of the day and year
first written above.
AMERICAN STONE INDUSTRIES, INC.
By: /s/ Russell Ciphers
-------------------------------------------
Name: Russell Ciphers, Sr.
Title: President and Chief Executive
American Stone Industries, – NOTICE
NOTICE OF EXERCISE OF CONVERSION FEATURE
UNDER
$25,000 CONVERTIBLE SUBORDINATED PROMISSORY NOTE
To: American Stone Industries, Inc. ("Maker")
From: Timothy I. Panzica ("Payee")
Date: April 1, 2003
Pursuant to the
dt 30642
;
| Timothy I. Panzica
|
| Preview
Subscribers | 2003 |
Convertible Subordinated Promissory Note
Convertible Subordinated Promissory Note (28K)
Doc #177686: Click preview link for longer preview.
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE
SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER THE
APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
$5,000 April 1, 2003
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, AMERICAN STONE INDUSTRIES, INC., a
Delaware corporation ("Maker"), promises to pay to the order of CONGRESSMAN
LOUIS B. STOKES ("Payee"), the principal sum of Five Thousand and 00/100 Dollars
($5,000.00), together with interest thereon at a rate of five percent (5%) per
annum computed on a three hundred sixty-five (365) day year, in accordance with
the terms and subject to the conditions set forth below.
1. Payment. The principal balance of this Note and any accrued but unpaid
interest thereon shall be due and payable on March 31, 2004. Maker shall pay
accrued interest under this Note on a quarterly basis on April 1, July 1,
October 1 and January 1 of each year during the period commencing on July 1,
2003 and continuing until the entire principal balance of this Note is paid in
full. Payments of both principal and interest under this Note shall be made by
Maker to Payee in lawful money of the United States of America to Payee's
address as set forth in Section 2 below.
2. Address of Payee. Payments of principal of and interest on this Note
shall be made to Payee: 11924 Viewcrest Terrace, Silver Spring, Maryland 20902,
or at such other address as Payee may designate in writing to Maker from time to
time.
3. Prepayment. Maker reserves the right to prepay at any time, without
premium or penalty, all or any portion of the indebtedness evidenced hereby.
4. Conversion Feature. During the period commencing on April 1, 2003 the
date hereof and continuing until the entire principal balance of this Note is
paid in full (the "Conversion Period"), Payee shall have the right and option to
convert (the "Conversion Feature") the entire then outstanding principal balance
of this Note into Maker's common stock with a par value of $.001 per share
("Common Stock"). Upon Payee's exercise of the Conversion Feature, the
conversion price shall be Three and 50/100 Dollars ($3.50) per share, which
amount shall be subject to adjustment as provided in Section 6 below (as such
amount may be adjusted from time to time, as so adjusted, the "Conversion
Price"). The number of shares issuable upon Payee's exercise of the Conversion
Feature shall be determined by dividing the then outstanding principal balance
of this Note by the Conversion Price, which number shall be subject to
adjustment as provided in Section 6 below. To exercise the Conversion Feature,
Payee must (a) complete, execute and deliver to Maker a conversion notice in the
form of EXHIBIT A attached hereto (the "Conversion Notice") prior to the
expiration of the Conversion Period and (b) surrender the original of this Note
to Maker at such time. Upon conversion, the entire outstanding principal balance
of this Note shall be deemed paid in full by Maker. After delivery of the
Conversion Notice, Payee's exercise of the Conversion Feature shall be
irrevocable except with the written
{PAGE}
consent of Maker. The exercise of the Conversion Feature shall be effective as
of thirty (30) days after Maker's receipt of the Conversion Notice or as of such
earlier date, not sooner than Maker's receipt of the Conversion Notice, as
determined by Maker in its sole discretion.
5. Conditions to Exercise of Conversion Feature. The exercise of the
Conversion Feature and the issuance of Common Stock in connection therewith
shall, in all cases, be subject to each of the following conditions: (a) the
satisfaction of withholding tax or other withholding liabilities, (b) the
listing, registration or qualification of any to-be-issued shares upon any
securities exchange, the Nasdaq or other trading or quotation system or under
any federal or state law, (c) the consent or approval of any regulatory body,
and/or (d) any requirement by Maker that Payee take any reasonable action to
meet all applicable requirements imposed by federal and state securities laws
including providing undertakings as to the investment intent of Payee, accepting
transfer restrictions on the Common Stock and providing opinions of counsel, in
form and substance acceptable to Maker, as to the availability of exemptions
from such requirements. Maker shall, in its sole discretion, determine whether
one or more of the foregoing conditions is necessary or desirable to be
satisfied in connection with the exercise of the Conversion Feature and prior to
the delivery of Common Stock pursuant to the exercise of the Conversion Feature.
The exercise of the Conversion Feature shall not be effective unless and until
such condition(s) have been satisfied or Maker has, in its sole discretion,
waived such conditions in writing.
6. Adjustments. The Conversion Price and the number of shares of Common
Stock issuable upon exercise of the Conversion Feature shall be subject to
adjustment from time to time as provided below.
(a) Stock Dividends, Splits and Reclassifications.
(1) In General. The following events are hereinafter referred
to as "Adjustment Events": (i) Maker pays a dividend with respect to
its capital stock in shares of Common Stock; (ii) Maker subdivides
its outstanding shares of Common Stock; (iii) Maker combines its
outstanding shares of Common Stock into a smaller number of shares
of any class of Common Stock; (iv) Maker issues any shares of its
capital stock in a reclassification of Common Stock (including any
such reclassification in connection with a merger, consolidation or
other business combination in which Maker is the surviving entity),
or; (v) any other corporate action which results in the issuance of
an interest which is or could become a share of Maker. If an
Adjustment Event occurs, the number of shares of Common Stock
issuable upon exercise of the Conversion Feature immediately prior
to the record date for such Adjustment Event shall be adjusted so
that Payee shall thereafter be entitled to receive the number of
shares of Common Stock that Payee would have owned, or would have
been entitled to receive, after the happening of such Adjustment
Event if the Conversion Feature had been exercised immediately prior
to the happening of such Adjustment Event or any record date with
respect thereto. An adjustment made pursuant to this Section 6(a)(1)
shall become effective immediately after the effective date of such
Adjustment Event retroactive to the record date, if any, for such
Adjustment Event.
(2) Adjustment of the Conversion Price. Whenever the number of
shares of Common Stock issuable upon exercise of the Conversion
Feature is adjusted pursuant to Section 6(a)(1) above, the
Conversion Price for each share of Common Stock payable upon
conversion shall be adjusted by multiplying the Conversion Price
immediately prior to such adjustment by a fraction, the numerator of
which shall be the number of shares of Common Stock issuable upon
conversion immediately prior to such adjustment, and the denominator
of which shall be the number of shares of the Common Stock so
issuable immediately thereafter.
177686
|
American Stone
As referenced in this Convertible Subordinated Promissory Note:
AMERICAN STONE INDUSTRIES, – SUBORDINATED PROMISSORY NOTE
$5,000 April 1, 2003
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, AMERICAN STONE INDUSTRIES, INC., a
Delaware corporation ("Maker"), promises to pay to the order of CONGRESSMAN
LOUIS
American Stone Industries, – or
facsimile number as Maker may designate in writing to Payee from time to time:
American Stone Industries, Inc.
Attn: Russell Ciphers, Sr., President and Chief Executive Officer
8705 Quarry Road
Amherst,
AMERICAN STONE INDUSTRIES, – WHEREOF, Maker has executed this Note as of the day and year
first written above.
AMERICAN STONE INDUSTRIES, INC.
By: /s/ Russell Ciphers
------------------------------------------
Name: Russell Ciphers, Sr.
Title: President and Chief Executive
American Stone Industries, – NOTICE
NOTICE OF EXERCISE OF CONVERSION FEATURE
UNDER
$5,000 CONVERTIBLE SUBORDINATED PROMISSORY NOTE
To: American Stone Industries, Inc. ("Maker")
From: Louis B. Stokes ("Payee")
Date: April 1, 2003
Pursuant to the
dt 30643
;
| Louis B. Stokes
|
| Preview
Subscribers | 2003 |
Convertible Subordinated Promissory Note
Convertible Subordinated Promissory Note (31K)
Doc #177687: Click preview link for longer preview.
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL THAT SUCH REGISTRATION STATEMENT IS NOT REQUIRED UNDER THE
SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNDER THE
APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE SUBORDINATED PROMISSORY NOTE
$50,000 April 1, 2003
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, AMERICAN STONE INDUSTRIES, INC., a
Delaware corporation ("Maker"), promises to pay to the order of TERRAZZO MOSAIC
& TILE CO., LTD. ("Payee"), the principal sum of Fifty Thousand and 00/100
Dollars ($50,000.00), together with interest thereon at a rate of five percent
(5%) per annum computed on a three hundred sixty-five (365) day year, in
accordance with the terms and subject to the conditions set forth below.
1. Payment. The principal balance of this Note and any accrued but unpaid
interest thereon shall be due and payable on March 31, 2004. Maker shall pay
accrued interest under this Note on a quarterly basis on April 1, July 1,
October 1 and January 1 of each year during the period commencing on July 1,
2003 and continuing until the entire principal balance of this Note is paid in
full. Payments of both principal and interest under this Note shall be made by
Maker to Payee in lawful money of the United States of America to Payee's
address as set forth in Section 2 below.
2. Address of Payee. Payments of principal of and interest on this Note
shall be made to Payee: 900 Keele Street, Toronto, Canada M6N 3E7, or at such
other address as Payee may designate in writing to Maker from time to time.
3. Prepayment. Maker reserves the right to prepay at any time, without
premium or penalty, all or any portion of the indebtedness evidenced hereby.
4. Conversion Feature. During the period commencing on April 1, 2003 the
date hereof and continuing until the entire principal balance of this Note is
paid in full (the "Conversion Period"), Payee shall have the right and option to
convert (the "Conversion Feature") the entire then outstanding principal balance
of this Note into Maker's common stock with a par value of $.001 per share
("Common Stock"). Upon Payee's exercise of the Conversion Feature, the
conversion price shall be Three and 50/100 Dollars ($3.50) per share, which
amount shall be subject to adjustment as provided in Section 6 below (as such
amount may be adjusted from time to time, as so adjusted, the "Conversion
Price"). The number of shares issuable upon Payee's exercise of the Conversion
Feature shall be determined by dividing the then outstanding principal balance
of this Note by the Conversion Price, which number shall be subject to
adjustment as provided in Section 6 below. To exercise the Conversion Feature,
Payee must (a) complete, execute and deliver to Maker a conversion notice in the
form of EXHIBIT A attached hereto (the "Conversion Notice") prior to the
expiration of the Conversion Period and (b) surrender the original of this Note
to Maker at such time. Upon conversion, the entire outstanding principal balance
of this Note shall be deemed paid in full by Maker. After delivery of the
Conversion Notice, Payee's exercise of the Conversion Feature shall be
irrevocable except with the written
{PAGE}
consent of Maker. The exercise of the Conversion Feature shall be effective as
of thirty (30) days after Maker's receipt of the Conversion Notice or as of such
earlier date, not sooner than Maker's receipt of the Conversion Notice, as
determined by Maker in its sole discretion.
5. Conditions to Exercise of Conversion Feature. The exercise of the
Conversion Feature and the issuance of Common Stock in connection therewith
shall, in all cases, be subject to each of the following conditions: (a) the
satisfaction of withholding tax or other withholding liabilities, (b) the
listing, registration or qualification of any to-be-issued shares upon any
securities exchange, the Nasdaq or other trading or quotation system or under
any federal or state law, (c) the consent or approval of any regulatory body,
and/or (d) any requirement by Maker that Payee take any reasonable action to
meet all applicable requirements imposed by federal and state securities laws
including providing undertakings as to the investment intent of Payee, accepting
transfer restrictions on the Common Stock and providing opinions of counsel, in
form and substance acceptable to Maker, as to the availability of exemptions
from such requirements. Maker shall, in its sole discretion, determine whether
one or more of the foregoing conditions is necessary or desirable to be
satisfied in connection with the exercise of the Conversion Feature and prior to
the delivery of Common Stock pursuant to the exercise of the Conversion Feature.
The exercise of the Conversion Feature shall not be effective unless and until
such condition(s) have been satisfied or Maker has, in its sole discretion,
waived such conditions in writing.
6. Adjustments. The Conversion Price and the number of shares of Common
Stock issuable upon exercise of the Conversion Feature shall be subject to
adjustment from time to time as provided below.
(a) Stock Dividends, Splits and Reclassifications.
(1) In General. The following events are hereinafter referred
to as "Adjustment Events": (i) Maker pays a dividend with respect to
its capital stock in shares of Common Stock; (ii) Maker subdivides
its outstanding shares of Common Stock; (iii) Maker combines its
outstanding shares of Common Stock into a smaller number of shares
of any class of Common Stock; (iv) Maker issues any shares of its
capital stock in a reclassification of Common Stock (including any
such reclassification in connection with a merger, consolidation or
other business combination in which Maker is the surviving entity),
or; (v) any other corporate action which results in the issuance of
an interest which is or could become a share of Maker. If an
Adjustment Event occurs, the number of shares of Common Stock
issuable upon exercise of the Conversion Feature immediately prior
to the record date for such Adjustment Event shall be adjusted so
that Payee shall thereafter be entitled to receive the number of
shares of Common Stock that Payee would have owned, or would have
been entitled to receive, after the happening of such Adjustment
Event if the Conversion Feature had been exercised immediately prior
to the happening of such Adjustment Event or any record date with
respect thereto. An adjustment made pursuant to this Section 6(a)(1)
shall become effective immediately after the effective date of such
Adjustment Event retroactive to the record date, if any, for such
Adjustment Event.
(2) Adjustment of the Conversion Price. Whenever the number of
shares of Common Stock issuable upon exercise of the Conversion
Feature is adjusted pursuant to Section 6(a)(1) above, the
Conversion Price for each share of Common Stock payable upon
conversion shall be adjusted by multiplying the Conversion Price
immediately prior to such adjustment by a fraction, the numerator of
which shall be the number of shares of Common Stock issuable upon
conversion immediately prior to such adjustment, and the denominator
of which shall be the number of shares of the Common Stock so
issuable immediately thereafter.
177687
|
American Stone
As referenced in this Convertible Subordinated Promissory Note:
AMERICAN STONE INDUSTRIES, – SUBORDINATED PROMISSORY NOTE
$50,000 April 1, 2003
Cleveland, Ohio
FOR VALUE RECEIVED, the undersigned, AMERICAN STONE INDUSTRIES, INC., a
Delaware corporation ("Maker"), promises to pay to the order of TERRAZZO MOSAIC
&
American Stone Industries, – or
facsimile number as Maker may designate in writing to Payee from time to time:
American Stone Industries, Inc.
Attn: Russell Ciphers, Sr., President and Chief Executive Officer
8705 Quarry Road
Amherst,
AMERICAN STONE INDUSTRIES, – WHEREOF, Maker has executed this Note as of the day and year
first written above.
AMERICAN STONE INDUSTRIES, INC.
By: /s/ Russell Ciphers
-----------------------------------------
Name: Russell Ciphers, Sr.
Title: President and Chief Executive
American Stone Industries, – NOTICE
NOTICE OF EXERCISE OF CONVERSION FEATURE
UNDER
$ 50,0000 CONVERTIBLE SUBORDINATED PROMISSORY NOTE
To: American Stone Industries, Inc. ("Maker")
From: Terrazzo Mosaic & Title Co. ("Payee")
Date: April 1, 2003
Pursuant to
dt 30644
;
| Terrazzo Mosaic & Tile Co., Ltd.
|
| Preview
Subscribers | 2003 |
Promissory Note
Promissory Note (7K)
Doc #185343: Click preview link for longer preview.
Wells Fargo Equipment Finance, Inc. Promissory Note
733 Marquette Avenue, Suite 700
MAC N9306-070
Minneapolis, MN 55402
--------------------------------------------------------------------------------
Dated as of July 25, 2003
For value received, the undersigned, hereby promises to pay to the order of
Wells Fargo Equipment, Inc. (the "Lender") at its office in Minneapolis,
Minnesota, or at such other place as may be designated from time to time by the
holder hereof, the sum of $2,065,776.60 in installments according to the
schedule set forth below; provided, however, that the undersigned and the Lender
may agree to any other payment schedule, in which case any variations shall be
set forth in the space provided for additional provisions. The first payment
period shall begin on the 15th day of the month in which Lender disburses the
loan proceeds if disbursement is made on or before the 15th day of such month,
and the first payment period shall begin on the last day of such month if
disbursement is made during the balance of such month. The first installment
shall be payable on the first payment due date set forth below (which may be the
same as the date the first payment period begins). Subsequent installments shall
be payable on the first day of each payment period beginning after the first
payment period. The undersigned agrees that the date the first payment period
begins may be left blank when this Note is executed and hereby authorized Lender
to insert such date based upon the date the loan proceeds are disbursed.
185343
|
Thermodynetics
As referenced in this Promissory Note:
Thermodynetics, – WITNESS WHEREOF the debtor has signed the Agreement as of the date first
above written.
Thermodynetics, Inc. Vulcan Industries, Inc., Debtor
------------------------------------- -------------------------------------
Debtor Debtor
------------------------------------- -------------------------------------
By By
------------------------------------- -------------------------------------
Title Title
{/TEXT}
{/DOCUMENT}
dt 30624
;
Wells Fargo Equipment Finance, Inc.;
| Wells Fargo Equipment, Inc.
|
| Preview
Subscribers | 2004 |
Promissory Note
Promissory Note (334K)
Doc #192816: Click preview link for longer preview.
PROMISSORY NOTE
$8,000,000.00 August 8, 2003
St. Louis County, Missouri
CMC REAL ESTATE COMPANY, LLC, a Delaware limited liability company
d/b/a CMC Real Estate Management Company, LLC ("Borrower"), for value received,
hereby promises to pay on the Maturity Date (hereinafter defined) to the order
of MIDWEST BANKCENTRE (hereinafter called "Bank") at 8020 Forsyth Boulevard, St.
Louis, Missouri 63105 or any other holder hereof, the principal sum of up to
Eight Million and 00/100 Dollars ($8,000,000.00) or so much thereof as shall
have been advanced hereunder by Bank to Borrower from time to time in lawful
money of the United States of America and to pay interest monthly on said
principal sum (computed on the basis of a 360 day year counting the actual
number of days elapsed), at a floating rate per annum equal to the Prime Rate
(as hereinafter defined) minus one-fourth of one percent (.25%) (any change in
interest resulting from the change in such Prime Rate to be effective at the
beginning of the business day on which each such change in the Prime Rate is
effective), but in no event to exceed the maximum rate permitted by law. For
purposes hereof, the term "Prime Rate" means, as of any date, a floating per
annum rate of interest which at any time, and from time to time, shall be most
recently announced by Bank as its Prime Rate, which is not intended to be Bank's
lowest or most favorable rate of interest at any one time. From and after the
maturity of this Note, whether by acceleration or otherwise, to the extent
permitted by law interest on the unpaid principal and interest of this Note
shall accrue at an annual rate equal to three (3) percent over the rate of
interest that would otherwise then be payable On this Note. Notwithstanding
anything contained herein to the contrary, Bank shall not be required to accept
any payment that is tendered more than ten (10) days from the date when due, but
if Bank does accept such payment, Borrower shall also pay a late charge equal to
the greater of (i) $25.00, or (ii) five percent (5%) of the amount past due. If
any payment of principal or interest on this note shall become due on a
Saturday, Sunday or public holiday under the laws of the State of Missouri on
which Bank is not open for business, such payment shall be made on the next
succeeding business day of Bank, and any such extension or reduction of time
shall hi such case be included in computing interest in connection with such
payment.
The principal of this Note shall be due and payable in installments of
Twenty Four Thousand and 00/100 Dollars ($24,000.00) each commencing on
September 1, 2003 and continuing on the first day of each succeeding month
thereafter until this Note shall have been paid in full and accrued unpaid
interest on this Note shall be due and payable on September 1, 2003 and on the
first day of each succeeding month thereafter until all principal and accrued
interest owing on this Note shall have been fully paid; provided, however, that
on September 1, 2008 (the "Maturity Date") the final maturity of this Note, the
entire principal balance of this Note then unpaid and all accrued interest then
unpaid shall be finally due and payable.
This Note is secured by a Deed of Trust, Assignment and Security
Agreement, an Absolute Assignment of Rents and Leases and an Environmental
Indemnity Agreement all of even date herewith which, together with this Note,
are hereinafter sometimes referred to collectively as the "Loan Documents".
Borrower may, at Borrower's option, repay without premium or penalty
either the full amount of this promissory note or any lesser sum which is
$1,000.00 or an integral multiple thereof. All payments hereunder shall be
applied first against fees and charges payable hereunder, then to interest and
then to reduction of principal. Partial prepayments will not excuse any
scheduled payments due hereunder- No amounts prepaid or repaid hereunder may be
reborrowed. At the option of the holder hereof the entire unpaid principal
balance hereof and accrued interest hereon shall be immediately due and payable
upon the occurrence of any "Default" under any of the Loan Documents which has
not been timely cured within any applicable cure period.
Borrower and each maker, surety, endorser and guarantor of this
promissory note hereby agree that: (i) this promissory note may, at the sole
option of Bank, be extended or renewed one or more times and the time for
payment of this promissory note or any renewal note may be extended without
notice to or consent of any person obligated on this promissory note; (ii) Bank
may elect to enforce this promissory note against less than all of the persons
directly or indirectly obligated hereon; (iii) Bank is not obligated to
foreclose upon or exhaust any collateral or pursue any guaranties given for or
in connection with this promissory note before proceedings against any person
{PAGE}
directly or indirectly obligated hereon; and (iv) presentment, demand for
payment, notice of non-payment, protest, notice of protest, notice of dishonor,
and all other notices in connection with this promissory note, filing of suit
and diligence in collecting this promissory note, are waived other than as
provided in the Loan Documents. All waivers by Bank shall be in writing. Bank
reserves the right to waive or refrain from waiving any right or remedy under
this promissory note. No delay or omission on the part of Bank in exercising any
right or remedy shall operate as a waiver of such right or remedy. A waiver on
one occasion shall not be a waiver on any future occasion.
Borrower also promises to pay, in addition to the full amount due
hereon, all reasonable expenses incurred by the holder in enforcing this
promissory note, including without limitation, the reasonable fees and expenses
of any attorney to whom this promissory note is referred for collection (whether
or not litigation is commenced) or for representation in proceedings under any
bankruptcy, receivership or insolvency law.
Notwithstanding anything to the contrary herein, Borrower's liability
hereunder is limited as provided in Section 6.28 of the Deed of Trust,
Assignment and Security Agreement
This promissory note is made in the State of Missouri and is governed
by the internal Laws of the State of Missouri. BORROWER AND BANK HEREBY SUBMIT
AND CONSENT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURTS LOCATED IN
THE CITY OR COUNTY OF ST. LOUIS, MISSOURI FOR THE PURPOSE OF LITIGATION
INVOLVING THIS PROMISSORY NOTE AND ANY OTHER AGREEMENT EXECUTED IN CONNECTION
WITH THIS PROMISSORY NOTE. BORROWER AND BANK WAIVE ANY AND ALL RIGHTS TO CONTEST
SAID JURISDICTION AND VENUE AND WAIVE ANY RIGHTS TO COMMENCE ANY ACTION AGAINST
EACH OTHER IN ANY JURISDICTION EXCEPT THE SITUS SPECIFIED ABOVE. BORROWER AND
BANK HEREBY MUTUALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN THE EVENT THAT
LITIGATION IS COMMENCED BY EITHER PARTY WITH RESPECT HERETO.
"ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM
ENFORCING PAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE
NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT."
192816
| CMC Real Estate Company, LLC;
CMC Real Estate Management Company, LLC;
| Midwest Bankcentre;
Centene Corp
|
| Preview
Subscribers | 2003 | |