Promissory Note - USA/Wade Cook Seminars Inc. and Newstart Centre Inc.
PROMISSORY NOTE
$125,000.00 Date: May 23, 1997
FOR VALUE RECEIVED the undersigned hereby promise to pay to USA/Wade Cook
Seminars, Inc. at 14675 Interurban Ave. South, Seattle, WA 98168 or at such
other place as the holder hereof may designate in writing, the principal sum of
One Hundred Twenty Five Thousand dollars and no/100 ($125,000.00), payable in
forty-eight (48) consecutive equal monthly payments, including interest as
provided below, of ($3,606.88) each, commencing with the first payment on the
7th day of July, 1997, and continuing with a like payment on the 7th day of each
and every consecutive month thereafter until the entire remaining unpaid
principal balance has been paid in full, subject to the following additional
terms and conditions:
1. Interest. Interest shall accrue on the unpaid principal balance at
the simple rate of Seventeen percent (17.00%) per annum.
2. Application of Payments. Payments shall be applied first toward the
payment and satisfaction of accrued and unpaid interest, if any, and the
remainder shall be applied toward the reduction of principal. Principal and
interest shall be payable only in lawful money of the United States of America.
3. Prepayment. The undersigned shall have the right, without penalty,
to pre-pay any part of all of the unpaid principal balance due hereunder, upon
payment in full of all interest, principal and any other amounts due hereunder,
payments shall terminate. In any event, the attorney's fees, as provided herein,
shall be paid in full on or before May. 2001.
4. Default/Late Charges/Acceleration. In the event any installment
payment due hereunder or any portion thereof is not made within thirty (30) days
after its due date and such default is occasioned by the default of any lessee,
then, to that extent, Debtor shall have sixty (60) days from such due date to
repossess the subject motor vehicle(s), re-lease the same and resume making
monthly installment payments pursuant to the Note.
5. No Waiver. The acceptance of any installment or payment after the
occurrence of a default or event giving rise to the right of acceleration
provided for in the previous paragraph shall not constitute a waiver of such
right of acceleration with respect to any event.
6. Costs of Collection/Attorneys' Fees, etc. In the event any payment
due under this Note is not made, or any obligation provided to be satisfied or
performed under any instrument given to secure payment of the obligations
evidenced hereby is not satisfied or performed, at the time and in the manner
required, the undersigned agrees to pay all costs and expenses (regardless of
the particular nature thereof and whether incurred with or without suit and
before
<PAGE>
or after judgment) which may be incurred by the holder hereof in connection with
the enforcement of any of his rights under this Note or under any such other
instrument, or any right arising out of the breach thereof, including but not
limited to, reasonable expenses incurred in foreclosing on the collateral
securing payment hereof, court costs, and reasonable attorney's fees.
7. Notice. Any notice or demand hereunder shall be deemed to have been
given to and received by the undersigned when personally delivered or when
deposited in the U.S. mail, certified or registered mail, return receipt
requested, postage pre-paid, and addressed to the undersigned at the address set
forth below or at such other address as the undersigned may hereafter designate
in writing to the holder hereof.
This note shall be governed by and construed in accordance with the laws of the
State of Utah.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
------------------------------
Robert J. Atmore, President
<PAGE>
SECURED LOAN AGREEMENT
THIS SECURED LOAN AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into on this 23rd day of May, 1997, by and between NEWSTART
CENTRE, INC., a Utah Corporation with its principal place of business in Salt
Lake County, State of Utah, (hereinafter referred to as "Debtor") and Wade Cook
Seminars, Inc. of 14675 Interurban Ave. South, Seattle, WA 98168 (hereinafter
referred to as "Secured Party").
CAPTIONS AND HEADINGS. The captions and headings throughout this Agreement
are for convenience of reference only, and the words contained therein shall in
no way be held or deemed to define, limit, describe, explain, modify, amplify or
add to the interpretation, construction or meaning of any provisions of or the
scope or intent of this Agreement or in any way affect this Agreement.
RECITALS:
A. WHEREAS, DEBTOR is engaged in the business of buying, leasing and
selling motor vehicles to the general public, and
B. WHEREAS, DEBTOR desires to borrow working capital for the purchase of
automobiles to sale or lease, and
C. WHEREAS, Secured Party desires to loan working capital to Debtor,
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto hereby agree as follows:
1. Loan. Secured Party hereby lends to Debtor, receipt of which is hereby
acknowledged, the sum of $ $125,000.00 payable to Debtor in certified funds
concurrent with the execution of this Agreement and the other
documents/instruments referred to below.
2. Loan Documents.
a) Execution and delivery by Debtor. Debtor hereby agrees to execute,
by and through its authorized representatives, and to deliver to Secured Party,
the following instruments/ documents to effect the loan described in paragraph 1
above.
1) Promissory Note dated the 23rd day of May, 1997, a copy of
which is attached hereto as Exhibit "A".
2) Certificate of Delivery and Receipt of Documents, a copy of
which is attached hereto as Exhibit "B".
b) Execution and delivery by Secured Party. Secured Party hereby agrees to
execute and deliver to Debtor the Certificate of Delivery and Receipt of
Documents dated the 23rd of May, 1997, (Exhibit "B").
<PAGE>
3. Grant of Lien. Debtor hereby grants to Secured Party a continuing lien
against each vehicle (hereinafter the "vehicles") purchased with Secured Party's
funds to secure the payment and performance of each and every obligation,
liability and undertaking of Debtor under the loan documents and Debtor hereby
represents and warrants to secured Party that Debtor is or, after acquisition by
Debtor, will be the owner of the vehicles and possesses all requisite power and
authority to execute and deliver this Agreement and to grant to Secured Party a
lien as to all of the vehicles or any replacements thereof.
4. No Other Security Interests/Liens. No financing statement or lien
covering the vehicles has been given or filed by Debtor with any filing officer,
and the said vehicles are or will be free from any adverse liens, security
interests, claims or encumbrances of any kind.
5. Taxes and Assessments. All taxes, assessments and other governmental
charges including Utah State sales tax, county property tax, and license and
registration fees upon the vehicles will, to the best of Debtor's knowledge,
have been paid and shall continue to be paid as they become due and payable.
6. Substitution of Collateral. Secured Party consents and acknowledges that
Debtor, from time to time, June sell, transfer or assign any or all of the said
vehicles or leases covering the vehicles. Secured Party further agrees to
cooperate with and to execute and deliver to Debtor such additional documents as
June be necessary to sell or otherwise dispose of any of the vehicles provided
Debtor, within a reasonable time, replaces such vehicle(s) with other vehicle(s)
of equal or greater value and lists Secured Party as the sole lien holder on the
titles to any such replacement vehicles.
7. Evidence of Title. Debtor shall, within thirty (30) days after the
receipt thereof, deliver to Secured Party copies of any and all title and/or
registration documents relating to any of the motor vehicles covered by this
Agreement showing Secured Party as the sole lienholder. Debtor shall not further
mortgage, pledge, grant or permit to exist any lien against or security interest
in, or encumbrance on, any of the vehicles without the prior written consent of
Secured Party.
8. Insurance. Debtor shall maintain, or cause Lessees to maintain, at
Debtor's or Lessee's expense, proper insurance coverage on the vehicles covered
by this Agreement upon terms and with limits of coverage reasonably required by
the existing custom and usage in the motor vehicle leasing industry and all
rights, duties and obligations of Debtor and Lessees with respect to insurance
coverage of the vehicles, including, without limitation, payment of premiums,
use of proceeds and disposition of policies shall be as are standard in the auto
leasing industry.
9. Licenses and Permits. Debtor shall keep in effect all licenses, permits
and franchises required by law or contract relating to the vehicles and shall
pay, when due, all fees and other charges pertaining thereto.
<PAGE>
10. Miscellaneous.
(a) Entire Agreement. This Agreement, together with all of the
documents/instruments listed herein constitute the entire agreement between the
parties. There are no terms, obligations, covenants, representations,
statements, or conditions between the parties, other than those contained
herein. No variations or modifications of this Agreement or waiver of any of the
terms or provisions hereof shall be deemed valid unless in writing and signed by
both parties.
(b) Grace Period. In the event of a non-monetary default, Debtor shall have
thirty (30) days after receipt of written notice thereof from Secured Party in
which to cure such default.
(c) Amendments. Neither this Agreement nor any provisions hereof June be
changed, waived, discharged or terminated orally and June only be modified or
amended by an instrument in writing, signed by Secured Party and Debtor.
(d) Binding Effect. This Agreement shall be binding upon Debtor and
Debtor's successors and assigns. This Agreement shall inure to the benefit of
Secured Party, and Secured Party's heirs, personal representatives, successors
and assigns.
(e) Notices. Except as otherwise provided herein, all notices and other
communications under this Agreement shall be in writing and shall be deemed
given when delivered or, if mailed, then when mailed, if mailed by registered or
certified mail, postage prepaid, addressed as follows:
If to Secured Party, to: If to Debtor, to:
Wade Cook Seminars, Inc. Newstart Centre, Inc.
c/o 14675 Interurban Ave. South 5200 South State Street
Seattle, WA. 98168 Murray, Utah 84107
Such addresses June be changed by notice to the other parties given in the same
manner as above provided. Any notice given hereunder shall be deemed given as of
the date delivered or mailed.
(f) Severability. If any term or provision of this Agreement shall, to any
extent, be determined by a court of competent jurisdiction to be void, voidable
or unenforceable, such void, voidable or unenforceable term or provision shall
not affect any other term or provision of this Agreement.
(g) Governing Law. This Agreement and all matters relating hereto shall be
governed by, construed and interpreted in accordance with the laws of the State
of Utah, County of Salt Lake.
<PAGE>
(h) Termination. This Agreement shall terminate upon the full and complete
performance and satisfaction by Debtor of all of its obligations to Secured
Party under this Agreement or any other instrument referred to herein requiring
performance by Debtor.
IN WITNESS WHEREOF, Debtor and Secured Party have executed this Secured
Loan Agreement effective as of the date first above written.
DEBTOR:
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
--------------------------------
Robert J. Atmore, President
SECURED PARTY:
Wade Cook Seminars, Inc.
By /s/ Wade B. Cook
--------------------------------
Wade B. Cook
<PAGE>
CERTIFICATE OF DELIVERY
AND RECEIPT OF DOCUMENTS
I, Robert J. Atmore, of/for NEWSTART CENTRE, INC. do hereby certify that on
the 23rd day of May, 1997 I delivered to WADE COOK SEMINARS, INC. of 14675
Interurban Ave. South, Seattle, WA 98168 one (1) original and/or one (1) copy
of each of the following documents:
(i) Secured Loan Agreement dated the 23rd day of May, 1997, between
NEWSTART CENTRE, INC. as Debtor, and WADE COOK SEMINARS, INC. as Secured Party.
(ii) Promissory Note dated the 23rd day of May, 1997.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
----------------------------
Robert J. Atmore, President
<PAGE>
SECURED LOAN AGREEMENT
THIS SECURED LOAN AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into on this 20th day of June, 1997, by and between NEWSTART
CENTRE, INC., a Utah Corporation with its principal place of business in Salt
Lake County, State of Utah, (hereinafter referred to as "Debtor") and Wade Cook
Seminars, Inc. of 14675 Interurban Ave. South, Seattle, WA 98168 (hereinafter
referred to as "Secured Party").
CAPTIONS AND HEADINGS. The captions and headings throughout this Agreement
are for convenience of reference only, and the words contained therein shall in
no way be held or deemed to define, limit, describe, explain, modify, amplify or
add to the interpretation, construction or meaning of any provisions of or the
scope or intent of this Agreement or in any way affect this Agreement.
RECITALS:
A. WHEREAS, DEBTOR is engaged in the business of buying, leasing and
selling motor vehicles to the general public, and
B. WHEREAS, DEBTOR desires to borrow working capital for the purchase of
automobiles to sale or lease, and
C. WHEREAS, Secured Party desires to loan working capital to Debtor,
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto hereby agree as follows:
1. Loan. Secured Party hereby lends to Debtor, receipt of which is hereby
acknowledged, the sum of $ S125,000.00 payable to Debtor in certified funds
concurrent with the execution of this Agreement and the other
documents/instruments referred to below.
2. Loan Documents.
a) Execution and delivery by Debtor. Debtor hereby agrees to execute,
by and through its authorized representatives, and to deliver to Secured Party,
the following instruments/ documents to effect the loan described in paragraph 1
above.
1) Promissory Note dated the 20th day of June, 1997, a copy of
which is attached hereto as Exhibit "A".
2) Certificate of Delivery and Receipt of Documents, a copy of
which is attached hereto as Exhibit "B".
b) Execution and delivery by Secured Party. Secured Party hereby agrees
to execute and deliver to Debtor the Certificate of Delivery and Receipt of
Documents dated the 20th of June, 1997, (Exhibit "B").
3. Grant of Lien. Debtor hereby grants to Secured Party a continuing lien
against each vehicle (hereinafter the "vehicles") purchased with Secured Party's
funds to secure the payment and performance of each and every obligation,
liability and undertaking of Debtor under the loan documents and Debtor hereby
represents and warrants to secured Party that Debtor is or, after acquisition by
Debtor, will be the owner of the vehicles and possesses all requisite power and
authority to execute and deliver this Agreement and to grant to Secured Party a
lien as to all of the vehicles or any replacements thereof.
<PAGE>
4. No Other Security Interests/Liens. No financing statement or lien
covering the vehicles has been given or filed by Debtor with any filing officer,
and the said vehicles are or will be free from any adverse liens, security
interests, claims or encumbrances of any kind.
5. Taxes and Assessments. All taxes, assessments and other governmental
charges including Utah State sales tax, county property tax, and license and
registration fees upon the vehicles will, to the best of Debtor's knowledge,
have been paid and shall continue to be paid as they become due and payable.
6. Substitution of Collateral. Secured Party consents and acknowledges that
Debtor, from time to time, July sell, transfer or assign any or all of the said
vehicles or leases covering the vehicles. Secured Party further agrees to
cooperate with and to execute and deliver to Debtor such additional documents as
July be necessary to sell or otherwise dispose of any of the vehicles provided
Debtor, within a reasonable time, replaces such vehicle(s) with other vehicle(s)
of equal or greater value and lists Secured Party as the sole lien holder on the
titles to any such replacement vehicles.
7. Evidence of Title. Debtor shall, within thirty (30) days after the
receipt thereof, deliver to Secured Party copies of any and all title and/or
registration documents relating to any of the motor vehicles covered by this
Agreement showing Secured Party as the sole lienholder. Debtor shall not further
mortgage, pledge, grant or permit to exist any lien against or security interest
in, or encumbrance on, any of the vehicles without the prior written consent of
Secured Party.
8. Insurance. Debtor shall maintain, or cause Lessees to maintain, at
Debtor's or Lessee's expense, proper insurance coverage on the vehicles covered
by this Agreement upon terms and with limits of coverage reasonably required by
the existing custom and usage in the motor vehicle leasing industry and all
rights, duties and obligations of Debtor and Lessees with respect to insurance
coverage of the vehicles, including, without limitation, payment of premiums,
use of proceeds and disposition of policies shall be as are standard in the auto
leasing industry.
9. Licenses and Permits. Debtor shall keep in effect all licenses, permits
and franchises required by law or contract relating to the vehicles and shall
pay, when due, all fees and other charges pertaining thereto.
10. Miscellaneous.
(a) Entire Agreement. This Agreement, together with all of the
documents/instruments listed herein constitute the entire agreement between the
parties. There are no terms, obligations, covenants, representations,
statements, or conditions between the parties, other than those contained
herein. No variations or modifications of this Agreement or waiver of any of the
terms or provisions hereof shall be deemed valid unless in writing and signed by
both parties.
(b) Grace Period. In the event of a non-monetary default, Debtor shall
have thirty (30) days after receipt of written notice thereof from Secured Party
in which to cure such default.
(c) Amendments. Neither this Agreement nor any provisions hereof July
be changed, waived, discharged or terminated orally and July only be modified or
amended by an instrument in writing, signed by Secured Party and Debtor.
(d) Binding Effect. This Agreement shall be binding upon Debtor and
Debtor's successors and assigns. This Agreement shall inure to the benefit of
Secured Party, and Secured Party's heirs, personal representatives, successors
and assigns.
<PAGE>
(e) Notices. Except as otherwise provided herein, all notices and other
communications under this Agreement shall be in writing and shall be deemed
given when delivered or, if mailed, then when mailed, if mailed by registered or
certified mail, postage prepaid, addressed as follows:
If to Secured Party, to: If to Debtor, to:
Wade Cook Seminars, Inc. Newstart Centre, Inc.
c/o 14675 South Loafer Canyon Road 5200 South State Street
Elkridge, Ut. 84651 Murray, Utah 84107
Such addresses July be changed by notice to the other parties given in the same
manner as above provided. Any notice given hereunder shall be deemed given as of
the date delivered or mailed.
(f) Severability. If any term or provision of this Agreement shall, to any
extent, be determined by a court of competent jurisdiction to be void, voidable
or unenforceable, such void, voidable or unenforceable term or provision shall
not affect any other term or provision of this Agreement.
(g) Governing Law. This Agreement and all matters relating hereto shall be
governed by, construed and interpreted in accordance with the laws of the State
of Utah, County of Salt Lake.
(h) Termination. This Agreement shall terminate upon the full and complete
performance and satisfaction by Debtor of all of its obligations to Secured
Party under this Agreement or any other instrument referred to herein requiring
performance by Debtor.
IN WITNESS WHEREOF, Debtor and Secured Party have executed this Secured
Loan Agreement effective as of the date first above written.
DEBTOR:
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
------------------------------
Robert J. Atmore, President
SECURED PARTY:
Wade Cook Seminars, Inc.
By /s/ Wade B. Cook
------------------------------
Wade B. Cook
<PAGE>
PROMISSORY NOTE
(Secured)
$ $125,000.00 Date: June 20, 1997
FOR VALUE RECEIVED the undersigned hereby promise to pay to Wade Cook
Seminars, Inc. at 14675 Interurban Ave. South, Seattle, WA 98168 or at such
other place as the holder hereof June designate in writing, the principal sum of
One Hundred Twenty Five Thousand dollars and no/100 ($ $125,000.00 ), payable in
forty-eight (48) consecutive equal monthly payments, including interest as
provided below, of ($3.606.88) each, commencing with the first payment on the
4th day of August, 1997, and continuing with a like payment on the 4th day of
each and every consecutive month thereafter until the entire remaining unpaid
principal balance has been paid in full, subject to the following additional
terms and conditions:
1. Interest. Interest shall accrue on the unpaid principal balance at the
simple rate of Seventeen percent (17.00%) per annum.
2. Application of Payments. Payments shall be applied first toward the
payment and satisfaction of accrued and unpaid interest, if any, and the
remainder shall be applied toward the reduction of principal. Principal and
interest shall be payable only in lawful money of the United States of America.
3. Prepayment. The undersigned shall have the right, without penalty, to
pre-pay any part or all of the unpaid principal balance due hereunder, in which
event subsequent monthly payments shall be reduced proportionately, or, upon
payment in full of all interest, principal and any other amounts due hereunder,
payments shall terminate. In any event, the entire principal balance, together
with ail accrued interest and any accrued costs or attorney's fees, as provided
herein, shall be paid in full on or before June, 2001.
4. Default/Late Charges/Acceleration. In the event any installment payment
due hereunder or any portion thereof is not made within thirty (30) days after
its due date and such default is occasioned by the default of any lessee, then,
to that extent, Debtor shall have sixty (60) days from such due date to
repossess the subject motor vehicle(s), re-lease the same and resume making
monthly installment payments pursuant to the Note. Any installment payment or
any portion thereof not paid within the said sixty-day (60) period shall be
added on to the end of the term covered by the Note and the final due date for
such payment or part thereof, together with any accrued interest thereon shall
be extended by one month for each such installment payment missed.
5. No Waiver. The acceptance of any installment or payment after the
occurrence of a default or event giving rise to the right of acceleration
provided for in the previous paragraph shall not constitute a waiver of such
right of acceleration with respect to any subsequent default or event.
6. Costs of Collection/Attorneys' Fees, etc. In the event any payment due
under this Note is not made, or any obligation provided to be satisfied or
performed under any instrument given to secure payment of the obligations
evidenced hereby is not satisfied or performed, at the time and in the manner
required, the undersigned agrees to pay all costs and expenses (regardless of
the particular nature thereof and whether incurred with or without suit and
before or after judgment) which June be incurred by the holder hereof in
connection with the enforcement of any of his rights under this Note or under
any such other instrument, or any right arising out of the breach thereof,
including but not limited to, reasonable expenses incurred in foreclosing on the
collateral securing payment hereof, court costs, and reasonable attorneys" fees.
<PAGE>
7. Notice. Any notice or demand hereunder shall be deemed to have been
given to and received by the undersigned when personally delivered or when
deposited in the U.S. mail, certified or registered mail, return receipt
requested, postage pre-paid, and addressed to the undersigned at the address set
forth below or at such other address as the undersigned June hereafter designate
in writing to the holder hereof.
This note shall be governed by and construed in accordance with the laws of
the State of Utah.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
----------------------------
Robert J. Atmore, President
<PAGE>
CERTIFICATE OF DELIVERY
AND RECEIPT OF DOCUMENTS
I, Robert J, Atmore, of/for NEWSTART CENTRE, INC. do hereby certify that on the
20th day of June, 1997 I delivered to Wade Cook Seminars, Inc. of 14675
Interurban Ave. South, Seattle, WA 98168 one (1) original and/or one (1) copy of
each of the following documents:
(i) Secured Loan Agreement dated the 20th day of June, 1997, between
NEWSTART CENTRE, INC., as Debtor, and Wade Cook Seminars, Inc. as Secured Party.
(ii) Promissory Note dated the 20th day of June, 1997.
DATED this 20th day of June, 1997.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
------------------------------
Robert J. Atmore, President
<PAGE>
RECEIPT
The undersigned do hereby acknowledge receipt of each of the documents or
copies thereof listed above and attached to this Certificate.
DATED this 20th day of June, 1997.
Name: Wade Cook Seminars, Inc.
By /s/ Wade B. Cook Fed EIN# 93-1012978
------------------------------- ----------
Wade B. Cook
<PAGE>
SECURED LOAN AGREEMENT
THIS SECURED LOAN AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into on this 25th day of July, 1997, by and between NEWSTART
CENTRE, INC., a Utah Corporation with its principal place of business in Salt
Lake County, State of Utah ("Debtor"),and WADE COOK SEMINARS, INC. of 14675
Interurban Ave. South, Seattle, WA 98168, ("Secured Party").
CAPTIONS AND HEADINGS. The captions and headings throughout this Agreement
are for convenience of reference only, and the words contained therein shall in
no way be held or deemed to define, limit, describe, explain, modify, amplify or
add to the interpretation, construction or meaning of any provisions of or the
scope or intent of this Agreement or in any way affect this Agreement or in any
way affect this Agreement.
RECITALS:
A. WHEREAS, DEBTOR is engaged in the business of buying, leasing and
selling motor vehicles to the general public, and
B. WHEREAS, DEBTOR desires to borrow working capital for the purchase of
automobiles to sale or lease, and
C. WHEREAS, Secured Party desires to loan working capital to Debtor,
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties agree as follows:
1. Loan. Secured Party lends to Debtor, receipt of which is hereby
acknowledged, the sum of $125,000.00 payable to Debtor in certified funds
concurrent with the execution of this Agreement and the other documents or
instruments referred to below.
2. Loan Documents.
a) Execution and delivery by Debtor. Debtor hereby agrees to
execute, by and through its authorized representatives, and to deliver to
Secured Party, the following instruments or documents to effect the loan
described in paragraph 1 above.
1) Promissory Noted dated the 25th day of July,
1997, a copy of which is attached hereto as Exhibit "A".
2) Certificate of Delivery and Receipt of Documents,
a copy of which is attached hereto as Exhibit "B".
b) Execution and delivery by Secured Party. Secured Party
agrees to execute and deliver to Debtor the Certificate of Delivery and Receipt
of Documents dated the 25th of July, 1997, (Exhibit "B").
3. Grant of Lien. Debtor grants to Secured Party a continuing lien
against each vehicle ("vehicles") purchased with Secured Party's funds to secure
the payment and performance of each and every obligation, liability and
undertaking of Debtor under the loan documents and Debtor represents and
warrants to secured Party that Debtor is or, after acquisition by Debtor, will
be the owner of the vehicles and possesses all requisite power and authority to
execute and deliver this Agreement and to grant to Secured Party a lien as to
all of the vehicles or any replacements thereof.
<PAGE>
4. No Other Security Interests/Liens. Debtor warrants and represents to
Secured Party corporate resolution. No financing statement or lien covering the
vehicles has been given or filed by Debtor with any filing officers, and the
said vehicles are or shall be free from any adverse liens, security interests,
claims or encumbrances of any kind.
5. Taxes and Assessments. All taxes, assessments and other governmental
charges including Utah State sales tax, county property tax, and license and
registration fees upon the vehicles will, to the best of Debtor's knowledge,
have been paid and shall continue to be paid as they become due and payable.
6. Substitution of Collateral. Secured Party consents and acknowledges
that Debtor, from time to time, may sell, transfer or assign any or all of the
said vehicles or leases covering the vehicles. Secured Party further agrees to
cooperate with and to execute and deliver to Debtor such additional documents as
may be necessary to sell or otherwise dispose of any of the vehicles provided
Debtor, (not to exceed 7 days), replaces such vehicle (s) with other vehicle (s)
of equal or greater value and lists Secured Party as the sole lien holder on the
titles to any such replacement vehicles.
7. Evidence of Title. Debtor shall, within thirty (30) days after the
receipt, deliver to Secured Party copies of any and all title and/or
registration documents relating to any of the motor vehicles covered by this
Agreement showing Secured Party as the sole lienholder. Debtor shall not further
mortgage, pledge, grant or permit to exist any lien against or security interest
in, or encumbrance on, any of the vehicles without the prior written consent of
Secured Party.
8. Insurance. Debtor shall maintain, or cause Lessees to maintain, at
Debtor's or Lessee's expense, proper insurance coverage on the vehicles covered
by this Agreement upon terms and with limits of coverage reasonably required by
the existing custom and usage in the motor vehicle leasing industry and all
rights, duties and obligations or Debtor and Lessees with respect to insurance
coverage of the vehicles, including, without limitation, payment of premiums,
use of proceeds and disposition of policies shall be as are standard in the auto
leasing industry.
9. Licenses and Permits. Debtor shall keep in effect all licenses,
permits and franchises required by law or contract relating to the vehicles and
shall pay, when due, all fees and other charges pertaining thereto.
10. Miscellaneous.
(a) Entire Agreement. This Agreement, together with all of the
documents/instruments listed herein constitute the entire agreement between the
parties. There are no terms, obligations, covenants, representations,
statements, or conditions between the parties, other than those contained
herein. No variations or modifications of this Agreement or waiver of any of
the terms or provisions hereof shall be deemed valid unless in writing and
signed by both parties.
(b) Grace Period. In the event of a non-monetary default,
Debtor shall have thirty (30) days after receipt of written notice thereof from
Secured Party in which to cure such default.
(c) Amendments. Neither this Agreement nor any provisions
hereof may be changed, waived, discharged or terminated orally and may only be
modified or amended by an instrument in writing, signed by Secured Party and
Debtor.
(d) Binding Effect. This Agreement shall be binding upon
Debtor and Debtor's successors and assigns. This Agreement shall inure to the
benefit of Secured Party, and Secured Party's heirs, personal representatives,
successors and assigns.
<PAGE>
(e) Notices. Except as otherwise provided herein, all notices
and other communications under this Agreement shall be in writing and shall be
deemed given when delivered or, if mailed, then when mailed, if mailed by
registered or certified mail, postage prepaid, addressed as follows:
If to Secured Party, to:
WADE COOK SEMINARS, INC.
c/o 11275 South Loafer Canyon Road
Elkridge, Ut. 84651
If to Debtor, to: NEWSTART CENTRE, INC.
5200 South State Street
Murray, Utah 84107
Such addresses may be changed by notice to the other parties
given in the same manner as provided. Any notice given hereunder shall be deemed
given as of the date delivered or mailed.
(f) Severability. If any term or provision of this Agreement
shall, to any extent, be determined by a court of competent jurisdiction to be
void, voidable or unenforceable, such void, voidable or unenforceable term or
provision shall not affect any other term or provision of this Agreement.
(g) Governing Law. This Agreement and all matters relating
hereto shall be governed by, construed and interpreted in accordance with the
laws of the State of Utah, County of Salt Lake.
(h) Termination. This Agreement shall terminate upon the full
and complete performance and satisfaction by Debtor of all of its obligations to
Secured Party under this Agreement or any other instrument referred to herein
requiring performance by Debtor.
IN WITNESS WHEREOF, Debtor and Secured Party have executed this Secured
Loan Agreement effective as of the date first above written.
DEBTOR:
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
--------------------------------
Robert J. Atmore, President
SECURED PARTY:
WADE COOK SEMINARS, INC.
By /s/ Wade Cook
--------------------------------
Wade Cook, President
<PAGE>
PROMISSORY NOTE
(Secured)
$ $125,000.00 Date: July 25,1997
FOR VALUE RECEIVED the undersigned hereby promise to pay to Wade Cook
Seminars, Inc. at 14675 Interurban Ave. South, Seattle, WA 98168 or at such
other place as the holder hereof July designate in writing, the principal sum of
One Hundred Twenty Five Thousand dollars and no/100 ($ $125,000.00 ), payable in
forty-eight (48) consecutive equal monthly payments, including interest as
provided below, of ($3,606.88) each, commencing with the first payment on the
8th day of September, 1997, and continuing with a like payment on the 8th day of
each and every consecutive month thereafter until the entire remaining unpaid
principal balance has been paid in full, subject to the following additional
terms and conditions:
1. Interest. Interest shall accrue on the unpaid principal balance at the
simple rate of Seventeen percent (17.00%) per annum.
2. Application of Payments. Payments shall be applied first toward the
payment and satisfaction of accrued and unpaid interest, if any, and the
remainder shall be applied toward the reduction of principal. Principal and
interest shall be payable only in lawful money of the United States of America.
3. Prepayment. The undersigned shall have the right, without penalty, to
pre-pay any part or all of the unpaid principal balance due hereunder, in which
event subsequent monthly payments shall be reduced proportionately, or, upon
payment in full of all interest, principal and any other amounts due hereunder,
payments shall terminate. In any event, the entire principal balance, together
with all accrued interest and any accrued costs or attorney's fees, as provided
herein, shall be paid in full on or before July, 2001.
4. Default/Late Charges/Acceleration. In the event any installment payment
due hereunder or any portion thereof is not made within thirty (30) days after
its due date and such default is occasioned by the default of any lessee, then,
to that extent, Debtor shall have sixty (60) days from such due date to
repossess the subject motor vehicle(s), re-lease the same and resume making
monthly installment payments pursuant to the Note. Any installment payment or
any portion thereof not paid within the said sixty-day (60) period shall be
added on to the end of the term covered by the Note and the final due date for
such payment or part thereof, together with any accrued interest thereon shall
be extended by one month for each such installment payment missed.
5. No Waiver. The acceptance of any installment or payment after the
occurrence of a default or event giving rise to the right of acceleration
provided for in the previous paragraph shall not constitute a waiver of such
right of acceleration with respect to any subsequent default or event.
6. Costs of Collection/Attorneys' Fees, etc. In the event any payment due
under this Note is not made, or any obligation provided to be satisfied or
performed under any instrument given to secure payment of the obligations
evidenced hereby is not satisfied or performed, at the time and in the manner
required, the undersigned agrees to pay all costs and expenses (regardless of
the particular nature thereof and whether incurred with or without suit and
before or after judgment) which July be incurred by the holder hereof in
connection with the enforcement of any of his rights under this Note or under
any such other instrument, or any right arising out of the breach thereof,
including but not limited to, reasonable expenses incurred in foreclosing on the
collateral securing payment hereof, court costs, and reasonable attorneys' fees.
<PAGE>
7. Notice. Any notice or demand hereunder shall be deemed to have been
given to and received by the undersigned when personally delivered or when
deposited in the U.S. mail, certified or registered mail, return receipt
requested, postage pre-paid, and addressed to the undersigned at the address set
forth below or at such other address as the undersigned July hereafter designate
in writing to the holder hereof.
This note shall be governed by and construed in accordance with the laws of
the State of Utah.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
--------------------------------
Robert J. Atmore, President
<PAGE>
CERTIFICATE OF DELIVERY
AND RECEIPT OF DOCUMENTS
I, Robert J. Atmore, of/for NEWSTART CENTRE, INC. do hereby certify that on the
25th day of July, 1997 I delivered to Wade Cook Seminars, Inc. of 14675
Interurban Ave. South, Seattle, WA 98168 one (1) original and/or one (1) copy of
each of the following documents:
(i) Secured Loan Agreement dated the 25th day of July, 1997, between
NEWSTART CENTRE, INC., as Debtor, and Wade Cook Seminars, Inc. as Secured Party.
(ii) Promissory Note dated the 25th day of July, 1997.
DATED this 25th day of July, 1997.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
--------------------------------
Robert J. Atmore, President
<PAGE>
RECEIPT
The undersigned do hereby acknowledge receipt of each of the documents or
copies thereof listed above and attached to this Certificate.
DATED this 25th day of July, 1997.
Name: Wade Cook Seminars, Inc.
By: /s/ Wade B. Cook Fed EIN#
------------------------------ --------------------------
Wade B. Cook, President
<PAGE>
SECURED LOAN AGREEMENT
THIS SECURED LOAN AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into on this 22nd day of August, 1997, by and between NEWSTART
CENTRE, INC., a Utah Corporation with its principal place of business in Salt
Lake County, State of Utah, (hereinafter referred to as "Debtor") and
Information Quest, Inc. of 14675 Interurban Ave. South, Seattle, WA 98168
(hereinafter referred to as "Secured Party").
CAPTIONS AND HEADINGS. The captions and headings throughout this
Agreement are for convenience of reference only, and the words contained
therein shall in no way be held or deemed to define, limit, describe,
explain, modify, amplify or add to the interpretation, construction or
meaning of any provisions of or the scope or intent of this Agreement or in
any way affect this Agreement.
RECITALS:
A. WHEREAS, DEBTOR is engaged in the business of buying, leasing and
selling motor vehicles to the general public, and
B. WHEREAS, DEBTOR desires to borrow working capital for the purchase of
automobiles to sale or lease, and
C. WHEREAS, Secured Party desires to loan working capital to Debtor,
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto hereby agree as follows:
1. Loan. Secured Party hereby lends to Debtor, receipt of which is hereby
acknowledged, the sum of $ $125,000.00 payable to Debtor in certified funds
concurrent with the execution of this Agreement and the other
documents/instruments referred to below.
2. Loan Documents.
a) Execution and delivery by Debtor. Debtor hereby agrees to execute,
by and through its authorized representatives, and to deliver to Secured Party,
the following instruments/ documents to effect the loan described in paragraph 1
above.
1) Promissory Note dated the 22nd day of August, 1997, a copy
of which is attached hereto as Exhibit "A".
2) Certificate of Delivery and Receipt of Documents, a copy of
which is attached hereto as Exhibit "B".
b) Execution and delivery by Secured Party. Secured Party hereby agrees
to execute and deliver to Debtor the Certificate of Delivery and Receipt of
Documents dated the 22nd of August, 1997, (Exhibit "B").
3. Grant of Lien. Debtor hereby grants to Secured Party a continuing lien
against each vehicle (hereinafter the "vehicles") purchased with Secured Party's
funds to secure the payment and performance of each and every obligation,
liability and undertaking of Debtor under the loan documents and Debtor hereby
represents and warrants to secured Party that Debtor is or, after acquisition by
Debtor, will be the owner of the vehicles and possesses all requisite power and
authority to execute and deliver this Agreement and to grant to Secured Party a
lien as to all of the vehicles or any replacements thereof.
<PAGE>
4. No Other Security Interests/Liens. No financing statement or lien
covering the vehicles has been given or filed by Debtor with any filing officer,
and the said vehicles are or will be free from any adverse liens, security
interests, claims or encumbrances of any kind.
5. Taxes and Assessments. All taxes, assessments and other governmental
charges including Utah state sales tax, county property tax, and license and
registration fees upon the vehicles will, to the best of Debtor's knowledge,
have been paid and shall continue to be paid as they become due and payable.
6. Substitution of Collateral. Secured Party consents and acknowledges that
Debtor, from time to time, August sell, transfer or assign any or all of the
said vehicles or leases covering the vehicles. Secured Party further agrees to
cooperate with and to execute and deliver to Debtor such additional documents as
August be necessary to sell or otherwise dispose of any of the vehicles provided
Debtor, within a reasonable time, replaces such vehicle(s) with other vehicle(s)
of equal or greater value and lists Secured Party as the sole lien holder on the
titles to any such replacement vehicles.
7. Evidence of Title. Debtor shall, within thirty (30) days after the
receipt thereof, deliver to Secured Party copies of any and all title and/or
registration documents relating to any of the motor vehicles covered by this
Agreement showing Secured Party as the sole lienholder. Debtor shall not
further mortgage, pledge, grant or permit to exist any lien against or
security interest in, or encumbrance on, any of the vehicles without the
prior written consent of Secured Party.
8. Insurance. Debtor shall maintain, or cause Lessees to maintain, at
Debtor's or Lessee's expense, proper insurance coverage on the vehicles covered
by this Agreement upon terms and with limits of coverage reasonably required by
the existing custom and usage in the motor vehicle leasing industry and all
rights, duties and obligations of Debtor and Lessees with respect to insurance
coverage of the vehicles, including, without limitation, payment of premiums,
use of proceeds and disposition of policies shall be as are standard in the auto
leasing industry.
9. Licenses and Permits. Debtor shall keep in effect all licenses, permits
and franchises required by law or contract relating to the vehicles and shall
pay, when due, all fees and other charges pertaining thereto.
10. Miscellaneous.
(a) Entire Agreement. This Agreement, together with all of the
documents/instruments listed herein constitute the entire agreement between the
parties. There are no terms, obligations, covenants, representations,
statements, or conditions between the parties, other than those contained
herein. No variations or modifications of this Agreement or waiver of any of the
terms or provisions hereof shall be deemed valid unless in writing and signed by
both parties.
(b) Grace Period. In the event of a non-monetary default, Debtor shall
have thirty (30) days after receipt of written notice thereof from Secured Party
in which to cure such default.
(c) Amendments. Neither this Agreement nor any provisions hereof August
be changed, waived, discharged or terminated orally and August only be modified
or amended by an instrument in writing, signed by Secured Party and Debtor.
(d) Binding Effect. This Agreement shall be binding upon Debtor and
Debtor's successors and assigns. This Agreement shall inure to the benefit of
Secured Party, and Secured Party's heirs, personal representatives, successors
and assigns.
(e) Notices. Except as otherwise provided herein, all notices and other
communications under this Agreement shall be in writing and shall be deemed
given when delivered or, if mailed, then when mailed, if mailed by registered or
certified mail, postage prepaid, addressed as follows:
<PAGE>
If to Secured Party, to: If to Debtor, to:
Information Quest, Inc. Newstart Centre, Inc.
c/o 14675 Interurban Ave. South 5200 South State Street
Seattle, WA 98168 Murray, Utah 84107
Such addresses August be changed by notice to the other parties given in the
same manner as above provided. Any notice given hereunder shall be deemed given
as of the date delivered or mailed.
(f) Severability. If any term or provision of this Agreement shall, to any
extent, be determined by a court of competent jurisdiction to be void, voidable
or unenforceable, such void, voidable or unenforceable term or provision shall
not affect any other term or provision of this Agreement.
(g) Governing Law. This Agreement and all matters relating hereto shall be
governed by, construed and interpreted in accordance with the laws of the State
of Utah, County of Salt Lake.
(h) Termination. This Agreement shall terminate upon the full and
complete performance and satisfaction by Debtor of all of its obligations to
Secured Party under this Agreement or any other instrument referred to herein
requiring performance by Debtor.
IN WITNESS WHEREOF, Debtor and Secured Party have executed this Secured
Loan Agreement effective as of the date first above written.
DEBTOR:
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
--------------------------------
Robert J. Atmore, President
SECURED PARTY:
Information Quest, Inc.
By /s/ Thomas Cloward
--------------------------------
Thomas Cloward, Secretary Treasurer
<PAGE>
PROMISSORY NOTE
(Secured)
$ $125,000.00 Date: August 22, 1997
FOR VALUE RECEIVED the undersigned hereby promise to pay to Information
Quest, Inc. at 14675 Interurban Ave. South, Seattle, WA 98168 or at such other
place as the holder hereof August designate in writing, the principal sum of One
Hundred Twenty Five Thousand Dollars and no/100 ($ $125,000.00), payable in
forty-eight (48) consecutive equal monthly payments, including interest as
provided below, of ($3,606.88) each, commencing with the first payment on the
6th day of October, 1997, and continuing with a like payment on the 6th day of
each and every consecutive month thereafter until the entire remaining unpaid
principal balance has been paid in full, subject to the following additional
terms and conditions:
1. Interest. Interest shall accrue on the unpaid principal balance at the
simple rate of Seventeen percent (17.00%) pet annum.
2. Application of Payments. Payments shall be applied first toward the
payment and satisfaction of accrued and unpaid interest, if any, and the
remainder shall be applied toward the reduction of principal. Principal and
interest shall be payable only in lawful money of the United States of America.
3. Prepayment. The undersigned shall have the right, without penalty, to
pre-pay any part or all of the unpaid principal balance due hereunder, in which
event subsequent monthly payments shall be reduced proportionately, or, upon
payment in full of all interest, principal and any other amounts due hereunder,
payments shall terminate. In any event, the entire principal balance, together
with all accrued interest and any accrued costs or attorney's fees, as provided
herein, shall be paid in full on or before August, 2001.
4. Default/Late Charges/Acceleration. In the event any installment payment
due hereunder or any portion thereof is not made within thirty (30) days after
its due date and such default is occasioned by the default of any lessee, then,
to that extent, Debtor shall have sixty (60) days from such due date to
repossess the subject motor vehicle(s), re-lease the same and resume making
monthly installment payments pursuant to the Note. Any installment payment or
any portion thereof not paid within the said sixty-day (60) period shall be
added on to the end of the term covered by the Note and the final due date for
such payment or part thereof, together with any accrued interest thereon shall
be extended by one month for each such installment payment missed.
5. No Waiver. The acceptance of any installment or payment after the
occurrence of a default or event giving rise to the right of acceleration
provided for in the previous paragraph shall not constitute a waiver of such
right of acceleration with respect to any subsequent default or event.
6. Costs of Collection/Attorneys' Fees, etc. In the event any payment due
under this Note is not made, or any obligation provided to be satisfied or
performed under any instrument given to secure payment of the obligations
evidenced hereby is not satisfied or performed, at the time and in the manner
required, the undersigned agrees to pay all costs and expenses (regardless of
the particular nature thereof and whether incurred with or without suit and
before or after judgment) which August be incurred by the holder hereof in
connection with the enforcement of any of his rights under this Note or under
any such other instrument, or any right arising out of the breach thereof,
including but not limited to, reasonable expenses incurred in foreclosing on the
collateral securing payment hereof, court costs, and reasonable attorneys' fees.
<PAGE>
7. Notice. Any notice or demand hereunder shall be deemed to have been
given to and received by the undersigned when personally delivered or when
deposited in the U.S. mail, certified or registered mail, return receipt
requested, postage pre-paid, and addressed to the undersigned at the address set
forth below or at such other address as the undersigned August hereafter
designate in writing to the holder hereof.
This note shall be governed by and construed in accordance with the laws of the
State of Utah.
NEWSTART CENTRE, INC.
By Robert J. Atmore
--------------------------
Robert J. Atmore, President
<PAGE>
CERTIFICATE OF DELIVERY
AND RECEIPT OF DOCUMENTS
I, Robert J, Atmore, of/for NEWSTART CENTRE, INC. do hereby certify that on the
22nd day of August, 1997 I delivered to Information Quest, Inc. of 14675
Interurban Ave. South, Seattle, WA 98168 one (1) original and/or one (1) copy of
each of the following documents:
(i) Secured Loan Agreement dated the 22nd day of August, 1997, between
NEWSTART CENTRE, INC., as Debtor, and Information Quest, Inc. as Secured Party.
(ii) Promissory Note dated the 22nd day of August, 1997.
DATED this 22nd day of August, 1997.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
--------------------------------
Robert J. Atmore, President
<PAGE>
SECURED LOAN AGREEMENT
THIS SECURED LOAN AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into on this 9th day of October, 1997, by and between NEWSTART
CENTRE, INC., a Utah Corporation with its principal place of business in Salt
Lake County, State of Utah, (hereinafter referred to as "Debtor") and
Information Quest, Inc. of 14675 Interurban Ave. South, Seattle, WA 98168
(hereinafter referred to as "Secured Party").
CAPTIONS AND HEADINGS. The captions and headings throughout this Agreement
are for convenience of reference only, and the words contained therein shall in
no way be held or deemed to define, limit, describe, explain, modify, amplify or
add to the interpretation, construction or meaning of any provisions of or the
scope or intent of this Agreement or in any way affect this Agreement.
RECITALS:
A. WHEREAS, DEBTOR is engaged in the business of buying, leasing and
selling motor vehicles to the general public, and
B. WHEREAS, DEBTOR desires to borrow working capital for the purchase of
automobiles to sale or lease, and
C. WHEREAS, Secured Party desires to loan working capital to Debtor,
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto hereby agree as follows:
1. Loan. Secured Party hereby lends to Debtor, receipt of which is hereby
acknowledged, the sum of $ $125,000.00 payable to Debtor in certified funds
concurrent with the execution of this Agreement and the other
documents/instruments referred to below.
2. Loan Documents.
a) Execution and delivery by Debtor. Debtor hereby agrees to execute,
by and through its authorized representatives, and to deliver to Secured Party,
the following instruments/ documents to effect the loan described in paragraph 1
above.
1) Promissory Note dated the 9th day of October, 1997, a copy
of which is attached hereto as Exhibit "A".
2) Certificate of Delivery and Receipt of Documents, a copy of
which is attached hereto as Exhibit "B".
b) Execution and delivery by Secured Party. Secured Party hereby agrees
to execute and deliver to Debtor the Certificate of Delivery and Receipt of
Documents dated the 9th of October, 1997, (Exhibit "B").
3. Grant of Lien. Debtor hereby grants to Secured Party a continuing lien
against each vehicle (hereinafter the "vehicles") purchased with Secured Party's
funds to secure the payment and performance of each and every obligation,
liability and undertaking of Debtor under the loan documents and Debtor hereby
represents and warrants to secured Party that Debtor is or, after acquisition by
Debtor, will be the owner of the vehicles and possesses all requisite power and
authority to execute and deliver this Agreement and to grant to Secured Party a
lien as to all of the vehicles or any replacements thereof.
<PAGE>
4. No Other Security Interests/Liens. No financing statement or lien
covering the vehicles has been given or filed by Debtor with any filing of
officer, and the said vehicles are or will be free from any adverse liens,
security interests, claims or encumbrances of any kind.
5. Taxes and Assessments. All taxes, assessments and other governmental
charges including Utah State sales tax, county property tax, and license and
registration fees upon the vehicles will, to the best of Debtor's knowledge,
have been paid and shall continue to be paid as they become due and payable.
6. Substitution of Collateral. Secured Party consents and acknowledges that
Debtor, from time to time, October sell, transfer or assign any or all of the
said vehicles or leases covering the vehicles. Secured Party further agrees to
cooperate with and to execute and deliver to Debtor such additional documents as
October be necessary to sell or otherwise dispose of any of the vehicles
provided Debtor, within a reasonable time, replaces such vehicle(s) with other
vehicle(s) of equal or greater value and lists Secured Party as the sole lien
holder on the titles to any such replacement vehicles.
7. Evidence of Title. Debtor shall, within thirty (30) days after the
receipt thereof, deliver To Secured Party copies of any and all title and/or
registration documents relating to any of the motor vehicles covered by this
Agreement showing Secured Party as the sole lienholder. Debtor shall not further
mortgage, pledge, grant or permit to exist any lien against or security interest
in, or encumbrance on, any of the vehicles without the prior written consent of
Secured Party.
8. Insurance. Debtor shall maintain, or cause Lessees to maintain, at
Debtor's or Lessee's expense, proper insurance coverage on the vehicles covered
by this Agreement upon terms and with limits of coverage reasonably required by
the existing custom and usage in the motor vehicle leasing industry and all
rights, duties and obligations of Debtor and Lessees with respect to insurance
coverage of the vehicles, including, without limitation, payment of premiums,
use of proceeds and disposition of policies shall be as are standard in the auto
leasing industry.
9. Licenses and Permits. Debtor shall keep in effect all licenses, permits
and franchises required by law or contract relating to the vehicles and shall
pay, when due, all fees and other charges pertaining thereto.
10. Miscellaneous.
(a) Entire Agreement. This Agreement, together with all of the
documents/instruments listed herein constitute the entire agreement between the
parties. There are no terms, obligations, covenants, representations,
statements, or conditions between the parties, other than those contained
herein. No variations or modifications of this Agreement or waiver of any of the
terms or provisions hereof shall be deemed valid unless in writing and signed by
both parties.
(b) Grace Period. In the event of a non-monetary default, Debtor shall
have thirty (30) days after receipt of written notice thereof from Secured Party
in which to cure such default.
(c) Amendments. Neither this Agreement nor any provisions hereof
October be changed, waived, discharged or terminated orally and October only be
mod)fled or amended by an instrument in writing, signed by Secured Party and
Debtor.
(d) Binding Effect. This Agreement shall be binding upon Debtor and
Debtor's successors and assigns. This Agreement shall inure to the benefit of
Secured Party, and Secured Party's heirs, personal representatives, successors
and assigns.
<PAGE>
(e) Notices. Except as otherwise provided herein, all notices and other
communications under this Agreement shall be in writing and shall be deemed
given when delivered or, if mailed, then when mailed, if mailed by registered or
certified mail, postage prepaid, addressed as follows:
If to Secured Party, to: If to Debtor, to:
Information Quest, Inc. Newstart Centre, Inc.
c/o 14675 Interurban Ave. South 5200 South State Street
Seattle, WA. 98168 Murray, Utah 84107
Such addresses October be changed by notice to the other parties given in the
same manner as above provided. Any notice given hereunder shall be deemed given
as of the date delivered or mailed.
(f) Severability. If any term or provision of this Agreement shall, to any
extent, be determined by a court of competent jurisdiction to be void, voidable
or unenforceable, such void, voidable or unenforceable term or provision shall
not affect any other term or provision of this Agreement.
(g) Governing Law. This Agreement and all matters relating hereto shall be
governed by, construed and interpreted in accordance with the laws of the State
of Utah, County of Salt Lake.
(h) Termination. This Agreement shall terminate upon the full and complete
performance and satisfaction by Debtor of all of its obligations to Secured
Party under this Agreement or any other instrument referred to herein requiring
performance by Debtor.
IN WITNESS WHEREOF, Debtor and Secured Party have executed this Secured
Loan Agreement effective as of the date first above written.
DEBTOR:
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
-------------------------
Robert J. Atmore, President
SECURED PARTY:
Information Quest, Inc.
By /s/ Tom Cloward
---------------------------
<PAGE>
PROMISSORY NOTE
(Secured)
$ $125,000.00 Date: October 09, 1997
FOR VALUE RECEIVED the undersigned hereby promise to pay to Information
Quest, Inc. at 14675 Interurban Ave. South, Seattle, WA 98168 or at such other
place as the holder hereof October designate in writing, the principal sum of
One Hundred Twenty Five Thousand dollars and no/100 ($ $125,000.00 ), payable in
forty-eight (48) consecutive equal monthly payments, including interest as
provided below, of ($3.606.88) each, commencing with the first payment on
the 23rd day of November, 1997, and continuing with a like payment on the 23rd
day of each and every consecutive month thereafter until the entire remaining
unpaid principal balance has been paid in full, subject to the following
additional terms and conditions:
1. Interest. Interest shall accrue on the unpaid principal balance at the
simple rate of Seventeen percent (17.00%) per annum.
2. Application of Payments. Payments shall be applied first toward the
payment and satisfaction of accrued and unpaid interest, if any, and the
remainder shall be applied toward the reduction of principal. Principal and
interest shall be payable only in lawful money of the United States of America.
3. Prepayment. The undersigned shall have the right, without penalty, to
pre-pay any part or all of the unpaid principal balance due hereunder, in which
event subsequent monthly payments shall be reduced proportionately, or, upon
payment in full of all interest, principal and any other amounts due hereunder,
payments shall terminate. In any event, the entire principal balance, together
with all accrued interest and any accrued costs or attorney's fees, as provided
herein, shall be paid in full on or before October, 2001.
4. Default/Late Charges/Acceleration. In the event any installment payment
due hereunder or any portion thereof is not made within thirty (30) days after
its due date and such default is occasioned by the default of any lessee, then,
to that extent, Debtor shall have sixty (60) days from such due date to
repossess the subject motor vehicle(s), re-lease the same and resume making
monthly installment payments pursuant to the Note. Any installment payment or
any portion thereof not paid within the said sixty-day (60) period shall be
added on to the end of the term covered by the Note and the final due date for
such payment or part thereof, together with any accrued interest thereon shall
be extended by one month for each such installment payment missed.
5. No Waiver. The acceptance of any installment or payment after the
occurrence of a default or event giving rise to the right of acceleration
provided for in the previous paragraph shall not constitute a waiver of such
right of acceleration with respect to any subsequent default or event.
6. Costs of Collection/Attorneys' Fees, etc. In the event any payment due
under this Note is not made, or any obligation provided to be satisfied or
performed under any instrument given to secure payment of the obligations
evidenced hereby is not satisfied or performed, at the time and in the manner
required, the undersigned agrees to pay all costs and expenses (regardless of
the particular nature thereof and whether incurred with or without suit and
before or after judgment) which October be incurred by the holder hereof in
connection with the enforcement of any of his rights under this Note or under
any such other instrument, or any right arising out of the breach thereof,
including but not limited to, reasonable expenses incurred in foreclosing on the
collateral securing payment hereof, court costs, and reasonable attorneys' fees.
<PAGE>
7. Notice. Any notice or demand hereunder shall be deemed to have been
given to and received by the undersigned when personally delivered or when
deposited in the U.S. mail, certified or registered mail, return receipt
requested, postage pre-paid, and addressed to the undersigned at the address set
forth below or at such other address as the undersigned October hereafter
designate in writing to the holder hereof.
This note shall be governed by and construed in accordance with the laws of
the State of Utah.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
---------------------------------
Robert J. Atmore, President
<PAGE>
CERTIFICATE OF DELIVERY
AND RECEIPT OF DOCUMENTS
I, Robert J. Atmore, of/for NEWSTART CENTRE, INC. do hereby certify that on the
9th day of October, 1997 I delivered to Information Quest, Inc. of 14675
Interurban Ave. South, Seattle, WA 98168 one (1) original and/or one (1) copy of
each of the following documents:
(i) Secured Loan Agreement dated the 9th day of October, 1997, between
NEWSTART CENTRE, INC., as Debtor, and Information Quest, Inc. as Secured Party.
(ii) Promissory Note dated the 9th day of October, 1997.
DATED this 9th day of October, 1997.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
-----------------------------
Robert J. Atmore, President
<PAGE>
RECEIPT
The undersigned do hereby acknowledge receipt of each of the documents or
copies thereof listed above and attached to this Certificate.
DATED this 9th day of October, 1997.
Name: Information Quest, Inc.
By: /s/ Tom Cloward Fed EIN# 91-1824010
-------------------------------- ----------
<PAGE>
SECURED LOAN AGREEMENT
THIS SECURED LOAN AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into on this 9th day of October, 1997, by and between NEWSTART
CENTRE, INC., a Utah Corporation with its principal place of business in Salt
Lake County, State of Utah, (hereinafter referred to as "Debtor") and Left Coast
Advertising, Inc. of 14675 Interurban Ave. South, Seattle, WA 98168 (hereinafter
referred to as "Secured Party").
CAPTIONS AND HEADINGS. The captions and headings throughout this Agreement
are for convenience of reference only, and the words contained therein shall in
no way be held or deemed to define, limit, describe, explain, modify, amplify or
add to the interpretation, construction or meaning of any provisions of or the
scope or intent of this Agreement or in any way affect this Agreement.
RECITALS:
A. WHEREAS, DEBTOR is engaged in the business of buying, leasing and
selling motor vehicles to the general public, and
B. WHEREAS, DEBTOR desires to borrow working capital for the purchase of
automobiles to sale or lease, and
C. WHEREAS, Secured Party desires to loan working capital to Debtor,
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto hereby agree as follows:
1. Loan. Secured Party hereby lends to Debtor, receipt of which is hereby
acknowledged, the sum of $ $125,000.00 payable to Debtor in certified funds
concurrent with the execution of this Agreement and the other
documents/instruments referred to below.
2. Loan Documents.
a) Execution and delivery by Debtor. Debtor hereby agrees to execute,
by and through its authorized representatives, and to deliver to Secured Party,
the following instruments" documents to effect the loan described in paragraph 1
above.
1) Promissory Note dated the 9th day of October, 1997, a copy
of which is attached hereto as Exhibit "A".
2) Certificate of Delivery and Receipt of Documents, a copy of
which is attached hereto as Exhibit "B".
b) Execution and delivery by Secured Party. Secured Party hereby agrees
to execute and deliver to Debtor the Certificate of Delivery and Receipt of
Documents dated the 9th of October, 1997, (Exhibit "B").
3. Grant of Lien. Debtor hereby grants to Secured Party a continuing lien
against each vehicle (hereinafter the "vehicles") purchased with Secured Party's
funds to secure the payment and performance of each and every obligation,
liability and undertaking of Debtor under the loan documents and Debtor hereby
represents and warrants to secured Party that Debtor is or, after acquisition by
Debtor, will be the owner of the vehicles and possesses all requisite power and
authority to execute and deliver this Agreement and to grant to Secured Party a
lien as to all of the vehicles or any replacements thereof.
<PAGE>
4. No Other Security Interests/Liens. No financing statement or lien
covering the vehicles has been given or filed by Debtor with any filing officer,
and the said vehicles are or will be free from any adverse liens, security
interests, claims or encumbrances of any kind.
5. Taxes and Assessments. All taxes, assessments and other governmental
charges including Utah State sales tax, county property tax, and license and
registration fees upon the vehicles will, to the best of Debtor's knowledge,
have been paid and shall continue to be paid as they become due and payable.
6. Substitution of Collateral. Secured Party consents and acknowledges that
Debtor, from time to time, October sell, transfer or assign any or all of the
said vehicles or leases covering the vehicles. Secured Party further agrees to
cooperate with and to execute and deliver to Debtor such additional documents as
October be necessary to sell or otherwise dispose of any of the vehicles
provided Debtor, within a reasonable time, replaces such vehicle(s) with other
vehicle(s) of equal or greater value and lists Secured Party as the sole lien
holder on the titles to any such replacement vehicles.
7. Evidence of Title. Debtor shall, within thirty (30) days after the
receipt thereof, deliver to Secured Party copies of any and all title and/or
registration documents relating to any of the motor vehicles covered by this
Agreement showing Secured Party as the sole lienholder. Debtor shall not further
mortgage, pledge, grant or permit to exist any lien against or security interest
in, or encumbrance on, any of the vehicles without the prior written consent of
Secured Party.
8. Insurance. Debtor shall maintain, or cause Lessees to maintain, at
Debtor's or Lessee's expense, proper insurance coverage on the vehicles covered
by this Agreement upon terms and with limits of coverage reasonably required by
the existing custom and usage in the motor vehicle leasing industry and all
rights, duties and obligations of Debtor and Lessees with respect to insurance
coverage of the vehicles, including, without limitation, payment of premiums,
use of proceeds and disposition of policies shall be as are standard in the auto
leasing industry.
9. Licenses and Permits. Debtor shall keep in effect all licenses, permits
and franchises required by law or contract relating to the vehicles and shall
pay, when due, all fees and other charges pertaining thereto.
10. Miscellaneous.
(a) Entire Agreement. This Agreement, together with all of the
documents/instruments listed herein constitute the entire agreement between the
parties. There are no terms, obligations, covenants, representations,
statements, or conditions between the parties, other than those contained
herein. No variations or modifications of this Agreement or waiver of any of the
terms or provisions hereof shall be deemed valid unless in writing and signed by
both parties.
Grace Period. In the event of a non-monetary default, Debtor shall have
thirty (30) days after receipt of written notice thereof from Secured Party in
which to cure such default.
(c) Amendments. Neither this Agreement nor any provisions hereof October be
changed, waived, discharged or terminated orally and October only be modified or
amended by an instrument in writing, signed by Secured Party and Debtor.
(d) Binding Effect. This Agreement shall be binding upon Debtor and
Debtor's successors and assigns. This Agreement shall inure to the benefit of
Secured Party, and Secured Party's heirs, personal representatives, successors
and assigns.
<PAGE>
(e) Notices. Except as otherwise provided herein, all notices and other
communications under this Agreement shall be in writing and shall be deemed
given when delivered or, if mailed, then when mailed, if mailed by registered or
certified mail, postage prepaid, addressed as follows:
If to Secured Party, to: If to Debtor, to:
Left Coast Advertising, Inc. Newstart Centre, Inc.
c/o 14675 Interurban 5200 South State Street
Ave. South Seattle, WA. 98168 Murray, Utah 84107
Such addresses October be changed by notice to the other parties given in the
same manner as above provided. Any notice given hereunder shall be deemed given
as of the date delivered or mailed.
(f) Severability. If any term or provision of this Agreement shall, to any
extent, be determined by a court of competent jurisdiction to be void, voidable
or unenforceable, such void, voidable or unenforceable term or provision shall
not affect any other term or provision of this Agreement.
(g) Governing Law. This Agreement and all matters relating hereto shall be
governed by, construed and interpreted in accordance with the laws of the State
of Utah, County of Salt Lake.
(h) Termination. This Agreement shall terminate upon the full and complete
performance and satisfaction by Debtor of all of its obligations to Secured
Party under this Agreement or any other instrument referred to herein requiring
performance by Debtor.
IN WITNESS WHEREOF, Debtor and Secured Party have executed this Secured
Loan Agreement effective as of the date first above written.
DEBTOR:
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
------------------------------------
Robert J. Atmore, President
SECURED PARTY:
Left Coast Advertising, Inc.
By /s/ Vaughn Tanner
-----------------------------------
Vaughn Tanner
<PAGE>
PROMISSORY NOTE
(Secured)
$ $125,000.00 Date: October 09, 1997
FOR VALUE RECEIVED the undersigned hereby promise to pay to Left Coast
Advertising, Inc. at 14675 Interurban Ave. South, Seattle, WA 98168 or at such
other place as the holder hereof October designate in writing, the principal sum
of One Hundred TwentY Five Thousand dollars and no/100 ($ $125,000.00 ), payable
in forty-eight (48) consecutive equal monthly payments, including interest as
provided below, of ($3,606.88) each, commencing with the first payment on the
23rd day of November, 1997, and continuing with a like payment on the 23rd day
of each and every consecutive month thereafter until the entire remaining unpaid
principal balance has been paid in full, subject to the following additional
terms and conditions:
1. Interest. Interest shall accrue on the unpaid principal balance at the
simple rate of Seventeen percent (17.00%) per annum.
2. Application of Payments. Payments shall be applied first toward the
payment and satisfaction of accrued and unpaid interest, if any, and the
remainder shall be applied toward the reduction of principal. Principal and
interest shall be payable only in lawful money of the United States of America.
3. Prepayment. The undersigned shall have the right, without penalty, to
pre-pay any part or all of the unpaid principal balance due hereunder, in which
event subsequent monthly payments shall be reduced proportionately, or, upon
payment in full of all interest, principal and any other amounts due hereunder,
payments shall terminate. In any event, the entire principal balance, together
with all accrued interest and any accrued costs or attorney's fees, as provided
herein, shall be paid in full on or before October, 2001.
4. Default/Late Charges/Acceleration. In the event any installment payment
due hereunder or any portion thereof is not made within thirty (30) days after
its due date and such default is occasioned by the default of any lessee, then,
to that extent, Debtor shall have sixty (60) days from such due date to
repossess the subject motor vehicle(s), re-lease the same and resume making
monthly installment payments pursuant to the Note. Any installment payment or
any portion thereof not paid within the said sixty-day (60) period shall be
added on to the end of the term covered by the Note and the final due date for
such payment or part thereof, together with any accrued interest thereon shall
be extended by one month for each such installment payment missed.
5. No Waiver. The acceptance of any installment or payment after the
occurrence of a default or event giving rise to the right of acceleration
provided for in the previous paragraph shall not constitute a waiver of such
right of acceleration with respect to any subsequent default or event.
6. Costs of Collection/Attorneys' Fees, etc. In the event any payment due
under this Note is not made, or any obligation provided to be satisfied or
performed under any instrument given to secure payment of the obligations
evidenced hereby is not satisfied or performed, at the time and in the manner
required, the undersigned agrees to pay all costs and expenses (regardless of
the particular nature thereof and whether incurred with or without suit and
before or after judgment) which October be incurred by the holder hereof in
connection with the enforcement of any of his rights under this Note or under
any such other instrument, or any right arising out of the breach thereof,
including but not limited to, reasonable expenses incurred in foreclosing on the
collateral securing payment hereof, court costs, and reasonable attorneys' fees.
<PAGE>
7. Notice. Any notice or demand hereunder shall be deemed to have been
given to and received by the undersigned when personally delivered or when
deposited in the U.S. mail, certified or registered mail, return receipt
requested, postage pre-paid, and addressed to the undersigned at the address set
forth below or at such other address as the undersigned October hereafter
designate in writing to the holder hereof.
This note shall be governed by and construed in accordance with the laws of
the State of Utah.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
---------------------------
Robert J. Atmore, President
<PAGE>
CERTIFICATE OF DELIVERY
AND RECEIPT OF DOCUMENTS
I, Robert J, Atmore, of/for NEWSTART CENTRE, INC. do hereby certify that on the
9th day of October, 1997 I delivered to Left Coast Advertising, Inc. of 14675
Interurban Ave. South, Seattle, WA 98168 one (1) original and/or one (1) copy of
each of the following documents:
(i) Secured Loan Agreement dated the 9th day of October, 1997, between
NEWSTART CENTRE, INC., as Debtor, and Left Coast Advertising, Inc. as Secured
Party.
(ii) Promissory Note dated the 9th day of October, 1997.
DATED this 9th day of October, 1997.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
------------------------------
Robert J. Atmore, President
<PAGE>
RECEIPT
The undersigned do hereby acknowledge receipt of each of the documents or
copies thereof listed above and attached to this Certificate.
DATED this 9th day of October, 1997.
Name: Left Coast Advertising, Inc.
By: /s/ Vaughn Tanner Fed EIN# 91-1752154
------------------------------- ----------
Vaughn Tanner
<PAGE>
SECURED LOAN AGREEMENT
THIS SECURED LOAN AGREEMENT (hereinafter referred to as "Agreement") is
made and entered into on this 19th day of August, 1997, by and between NEWSTART
CENTRE, INC., a Utah Corporation with its principal place of business in Salt
Lake County, State of Utah, (hereinafter referred to as "Debtor") and Left Coast
Advertising, Inc. of 14675 Interurban Ave. South, Seattle, WA 98168 (hereinafter
referred to as "Secured Party').
CAPTIONS AND HEADINGS. The captions and headings throughout this Agreement
are for convenience of reference only, and the words contained therein shall in
no way be held or deemed to define, limit, describe, explain, modify, amplify or
add to the interpretation, construction or meaning of any provisions of or the
scope or intent of this Agreement or in any way affect this Agreement.
RECITALS:
A. WHEREAS, DEBTOR is engaged in the business of buying, leasing and
selling motor vehicles to the general public, and
B. WHEREAS, DEBTOR desires to borrow working capital for the purchase of
automobiles to sale or lease, and
C. WHEREAS, Secured Party desires to loan working capital to Debtor,
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties hereto hereby agree as follows:
1. Loan. Secured Party hereby lends to Debtor, receipt of which is hereby
acknowledged, the sum of $ $125,000.00 payable to Debtor in certified funds
concurrent with the execution of this Agreement and the other
documents/instruments referred to below.
2. Loan Documents.
a) Execution and delivery by Debtor. Debtor hereby agrees to execute,
by and through its authorized representatives, and to deliver to Secured Party,
the following instruments/ documents to effect the loan described in paragraph 1
above.
1) Promissory Note dated the 19th day of August, 1997, a copy
of which is attached hereto as Exhibit "A".
2) Certificate of Delivery and Receipt of Documents, a copy of
which is attached hereto as Exhibit "B".
b) Execution and delivery by Secured Party. Secured Party hereby
agrees to execute and deliver to Debtor the Certificate of Delivery and
Receipt of Documents dated the 19th of August, 1997, (Exhibit "B").
3. Grant of Lien. Debtor hereby grants to Secured Party a continuing lien
against each vehicle (hereinafter the "vehicles") purchased with Secured Party's
funds to secure the payment and performance of each and every obligation,
liability and undertaking of Debtor under the loan documents and Debtor hereby
represents and warrants to secured Party that Debtor is or, after acquisition by
Debtor, will be the owner of the vehicles and possesses all requisite power and
authority to execute and deliver this Agreement and to grant to Secured Party a
lien as to all of the vehicles or any replacements thereof.
<PAGE>
4. No Other Security Interests/Liens. No financing statement or lien
covering the vehicles has been given or filed by Debtor with any filing
officer, and the said vehicles are or will be free from any adverse liens,
security interests, claims or encumbrances of any kind.
5. Taxes and Assessments. All taxes, assessments and other governmental
charges including Utah State sales tax, county property tax, and license and
registration fees upon the vehicles will, to the best of Debtor's knowledge,
have been paid and shall continue to be paid as they become due and payable.
6. Substitution of Collateral. Secured Party consents and acknowledges that
Debtor, from time to time, August sell, transfer or assign any or all of the
said vehicles or leases covering the vehicles. Secured Party further agrees to
cooperate with and to execute and deliver to Debtor such additional documents as
August be necessary to sell or otherwise dispose of any of the vehicles provided
Debtor, within a reasonable time, replaces such vehicle(s) with other vehicle(s)
of equal or greater value and lists Secured Party as the sole lien holder on the
titles to any such replacement vehicles.
7. Evidence of Title. Debtor shall, within thirty (30) days after the
receipt thereof, deliver to Secured Party copies of any and all title and/or
registration documents relating to any of the motor vehicles covered by this
Agreement showing Secured Party as the sole lienholder. Debtor shall not further
mortgage, pledge, grant or permit to exist any lien against or security interest
in, or encumbrance on, any of the vehicles without the prior written consent of
Secured Party.
8. Insurance. Debtor shall maintain, or cause Lessees to maintain, at
Debtor's or Lessee's expense, proper insurance coverage on the vehicles covered
by this Agreement upon terms and with limits of coverage reasonably required by
the existing custom and usage in the motor vehicle leasing industry and all
rights, duties and obligations of Debtor and Lessees with respect to insurance
coverage of the vehicles, including, without limitation, payment of premiums,
use of proceeds and disposition of policies shall be as are standard in the auto
leasing industry.
9. Licenses and Permits. Debtor shall keep in effect all licenses, permits
and franchises required by law or contract relating to the vehicles and shall
pay, when due, all fees and other charges pertaining thereto.
10. Miscellaneous.
(a) Entire Agreement. This Agreement, together with all of the
documents/instruments listed herein constitute the entire agreement between the
parties. There are no terms, obligations, covenants, representations,
statements, or conditions between the parties, other than those contained
herein. No variations or modifications of this Agreement or waiver of any of the
terms or provisions hereof shall be deemed valid unless in writing and signed by
both parties.
(b) Grace Period. In the event of a non-monetary default, Debtor shall
have thirty (30) days after receipt of written notice thereof from Secured Party
in which to cure such default.
(c) Amendments. Neither this Agreement nor any provisions hereof August
be changed, waived, discharged or terminated orally and August only be modified
or amended by an instrument in writing, signed by Secured Party and Debtor.
(d) Binding Effect. This Agreement shall be binding upon Debtor and
Debtor's successors and assigns. This Agreement shall inure to the benefit of
Secured Party, and Secured Party's heirs, personal representatives, successors
and assigns.
(e) Notices. Except as otherwise provided herein, all notices and other
communications under this Agreement shall be in writing and shall be deemed
given when delivered or, if mailed, then when mailed, if mailed by registered or
certified mail, postage prepaid, addressed as follows:
<PAGE>
If to Secured Party, to: If to Debtor, to:
Left Coast Advertising, Inc. Newstart Centre, Inc.
c/o 14675 Interurban Ave. South 5200 South State Street
Seattle, WA 98168 Murray, Utah 84107
Such addresses August be changed by notice to the other parties given in the
same manner as above provided. Any notice given hereunder shall be deemed given
as of the date delivered or mailed.
(f) Severability. If any term or provision of this Agreement shall, to any
extent, be determined by a court of competent jurisdiction to be void, voidable
or unenforceable, such void, voidable or unenforceable term or provision shall
not affect any other term or provision of this Agreement.
(g) Governing Law. This Agreement and all matters relating hereto shall be
governed by, construed and interpreted in accordance with the laws of the State
of Utah, County of Salt Lake.
(h) Termination. This Agreement shall terminate upon the full and complete
performance and satisfaction by Debtor of all of its obligations to Secured
Party under this Agreement or any other instrument referred to herein requiring
performance by Debtor.
IN WITNESS WHEREOF, Debtor and Secured Party have executed this Secured
Loan Agreement effective as of the date first above written.
DEBTOR:
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
--------------------------------
Robert J. Atmore, President
SECURED PARTY:
Left Coast Advertising, Inc.
By /s/ Vaughn Tanner
--------------------------------
Vaughn Tanner
<PAGE>
PROMISSORY NOTE
(Secured)
$ $125,000.00 Date: August 19,1997
FOR VALUE RECEIVED the undersigned hereby promise to pay to Left Coast
Advertising, Inc. at 14675 Interurban Ave. South, Seattle, WA 98168 or at such
other place as the holder hereof August designate in writing, the principal sum
of One Hundred Twenty Five Thousand dollars and no/100 ($ $125,000.00 ), payable
in forty-eight (48) consecutive equal monthly payments, including interest as
provided below, of ($3.606.88 ) each, commencing with the first payment on the
3rd day of October, 1997, and continuing with a like payment on the 3rd day of
each and every consecutive month thereafter until the entire remaining unpaid
principal balance has been paid in full, subject to the following additional
terms and conditions:
1. Interest. Interest shall accrue on the unpaid principal balance at the
simple rate of Seventeen percent (17.00%) per annum.
2. Application of Payments. Payments shall be applied first toward the
payment and satisfaction of accrued and unpaid interest, if any, and the
remainder shall be applied toward the reduction of principal. Principal and
interest shall be payable only in lawful money of the United States of America.
3. Prepayment. The undersigned shall have the right, without penalty, to
pre-pay any part or all of the unpaid principal balance due hereunder, in which
event subsequent monthly payments shall be reduced proportionately, or, upon
payment in full of all interest, principal and any other amounts due hereunder,
payments shall terminate. In any event, the entire principal balance, together
with all accrued interest and any accrued costs or attorney's fees, as provided
herein, shall be paid in full on or before August, 2001.
4. Default/Late Charges/Acceleration. In the event any installment payment
due hereunder or any portion thereof is not made within thirty (30) days after
its due date and such default is occasioned by the default of any lessee, then,
to that extent, Debtor shall have sixty (60) days from such due date to
repossess the subject motor vehicle(s), re-lease the same and resume making
monthly installment payments pursuant to the Note. Any installment payment or
any portion thereof not paid within the said sixty-day (60) period shall be
added on to the end of the term covered by the Note and the final due date for
such payment or part thereof, together with any accrued interest thereon shall
be extended by one month for each such installment payment missed.
5. No Waiver. The acceptance of any installment or payment after the
occurrence of a default or event giving rise to the right of acceleration
provided for in the previous paragraph shall not constitute a waiver of such
right of acceleration with respect to any subsequent default or event.
6. Costs of Collection/Attorneys' Fees, etc. In the event any payment due
under this Note is not made, or any obligation provided to be satisfied or
performed under any instrument given to secure payment of the obligations
evidenced hereby is not satisfied or performed, at the time and in the manner
required, the undersigned agrees to pay all costs and expenses (regardless of
the particular nature thereof and whether incurred with or without suit and
before or after judgment) which August be incurred by the holder hereof in
connection with the enforcement of any of his rights under this Note or under
any such other instrument, or any right arising out of the breach thereof,
including but not limited to, reasonable expenses incurred in foreclosing on the
collateral securing payment hereof, court costs, and reasonable attorneys" fees.
<PAGE>
7. Notice. Any notice or demand hereunder shall be deemed to have been
given to and received by the undersigned when personally delivered or when
deposited in the U.S. mail, certified or registered mail, return receipt
requested, postage pre-paid, and addressed to the undersigned at the address set
forth below or at such other address as the undersigned August hereafter
designate in writing to the holder hereof.
This note shall be governed by and construed in accordance with the laws of
the State of Utah.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
--------------------------------
Robert J. Atmore, President
<PAGE>
CERTIFICATE OF DELIVERY
AND RECEIPT OF DOCUMENTS
I, Robert J, Atmore, of/for NEWSTART CENTRE, INC. do hereby certify that on the
19th day of August, 1997 I delivered to Left Coast Advertising, Inc. of 14675
Interurban Ave. South, Seattle, WA 98168 one (1) original and/or one (1) copy of
each of the following documents:
(i) Secured Loan Agreement dated the 19th day of August, 1997, between
NEWSTART CENTRE, INC., as Debtor, and Left Coast Advertising, Inc. as Secured
Party.
(ii) Promissory Note dated the 19th day of August, 1997.
DATED this 19th day of August, 1997.
NEWSTART CENTRE, INC.
By /s/ Robert J. Atmore
--------------------------------
Robert J. Atmore, President
<PAGE>
RECEIPT
The undersigned do hereby acknowledge receipt of each of the documents or
copies thereof listed above and attached to this Certificate.
DATED this 19th day of August, 1997.
Name: Left Coast Advertising, Inc.
By: /s/ Vaughn Tanner Fed EIN# 91-1752154
---------------------------------- ----------
Vaughn Tanner