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HomeMy WebLinkAboutResolution - 2011-R0111 - Execute Promissory Note - American State Bank - 03/22/2011.esolution No. 2011-RO111 [arch 22, 2011 :tem No. 5.2 RESOLUTION WHEREAS, pursuant to that certain Corporate Resolution of the Lubbock Economic Development Alliance, Inc. ("LEDA"), dated February 28, 2011, the Board of Directors of LEDA authorized the execution and delivery of a Promissory Note (the "Note"), in the original principle sum of $500,000.00, payable to the order of American State Bank; WHEREAS, pursuant to article 5190.6 of the Texas Revised Civil Statues Tex. Rev. Civ. Stat. Ann. art. 5190.6, Vernon Supp. 2007, all programs and expenditures of LEDA must be approved by the City of Lubbock; WHEREAS, the Note, and/or drawing under same, constitutes an expenditure by LEDA subject to the approval by the City; WHEREAS, pursuant to article 5190.6, notwithstanding the approval of the City Council of the City of Lubbock, the indebtedness created by the Note remains an obligation of LEDA and is not an obligation of the City of Lubbock; WHEREAS, the City Council of the City of Lubbock, Texas, finds it be in the best interest of the citizens of the City of Lubbock to approve the Note executed by LEDA. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: The City Council of the City of Lubbock does hereby approve the execution and delivery by LEDA to American State Bank of that certain Promissory Note, dated on/or about March 23, 2011, and all documents executed in connection therewith (the "Related Documents"), said Note and Related Documents being attached to, and incorporated in, this Resolution as Exhibit "A". Executed this March 22 2011. TOM MARTIN, MAYOR ATTEST: Rebe ca Garza, City Secretary APPROVED AS TO CONTENT: ."NQvU4u- Andy B chain, Chief financial Officer Attorney RES.LEDA-Txable Loan Agrmt March 21, 2011 I^ RE 11-08 RESOLUTION THE STATE OF TEXAS COUNTY OF LUBBOCK Resolution No. 2011-R011l At a regular meeting of the Board of Directors of LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC., a Texas nonprofit corporation (LEDA), on February 28, 2011, held in conformity with the bylaws, after due notice as therein provided, a quorum being present and acting, the following resolution was unanimously adopted: WHEREAS, LEDA presented to members of the Board the renewal of a $500,000 Revolving Line of Credit with American State Bank dated March 23, 2011 and maturing on March 23, 2012. WHEREAS, The Board of Directors of LEDA agreed that is was in the best interest of the Corporation to execute the renewal of the Revolving Line of Credit. Upon Motion by Director, Mr. David Sharbutt, and Seconded by director, Mr. Mike McDougal, with Directors, Mr. Van May abstaining, it was approved that the Revolving Line of Credit with American State Bank in the amount of $500,000 be renewed dated March 23, 2011 and maturing March 23, 2012. IT WAS RESOLVED that members of the Board agreed that the Revolving Line of Credit be renewed and authorized Ms. Jana Johnston, CFO, and Mr. John Osborne, CEO, execute all documents related to the renewal. JOHN IDSBORNE, PRESIDENT & CEO LINDA DAVIS, SECRETARY Resolution No. 2011—RO111 CORPORATE RESOLUTION TO BORROW 1 GRANT COLLATERAL PrincipalLosn Date Maturity Loan No Garth Cas Aceounk OfPcar Initials $lSDD 000.00 03-23-2011 03-23-2012 1 2011008128 1 783100 1901 References In the boxes above are for Lenders use enl1r and do not limit the applicebllity of this document to any perticulaz loan pr Item. M Item above cantahhln ^"' has been amltterd due W tett[ Ian tit IknitaUone. Lender. AMERICAN STATE BANK Corporation.- LUBBOCK ECONOMIC DEVELOPMENT ALLLANCE, Leading Dlvlson INC. 1401 AVENUE O 1600 BROADWAY, STH FLOOR LUBBOCK, TX 7g.40e-1401 LUBBOCK, TX 79401 I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT; THE CORPORATION'S EMSTENCE. The complete and correct name of the Corporal Is LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC. ("Corporation"). The Corporation is a non-profit corporation which Is, and at as Dmes shag be, duty organized, vaadly existing, and In good standing under and by virtue of the taws of the State of Texas. The CogwraUcn Is duly authorized to transact business In all other slates In which the Corporation to doing bualnesa, having obtalned all necessary filings, governmental licensee and approvals for each state in which the Corporallan Is doing business. SpecHlrally, the Corporaltpn Is, and at all emom shell be, duly qualified as a foreign corporation In aI states In which the failure to to qualify would have a material adverse effect on Its business or financial condition. The Corporation has the fug power and authority to own Its properties and to transact the bus[ness in which It Is prasanlly engaged or preaerdly proposes to engage. The Corporation melnlalns an office at 1500 BROADWAY, eTH FLOOR, LUBBOCK TX 79401. Unless the Corporation has designated otherwise In writing, the pdndpal office Is the office at which the Corporation keeps Its books and records. The Corporation will notify Lender prior to any change In the location of the Corporation's state of organization or any change In the Corporabon's name. The Corporation shall do all things necessary to preserve and to keep in full force and effect Its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decreaa of any governmental or quasl-govemmenlal authority or ooun appiicable t0 Ops Corporation and the Corporahen's busFneas activRfae. RESOLUTIONS ADOPTED, At a mea rig of the Directors of the Corporation, or V the Corporation is a dose corporation having no Board of Director& than at a meeting of the Corponall shareholders, duty caged and held on February 29, 2011, at which a quorum was present and voting, or by other duly authortred action In Uou of a meeting. Uw resolutions set forth In this Resolution were adopted. OFFICER& The following named persona are officers of LUBBOCK ECONOMIC 'DEVELOPMENT ALLIANCE, INC JANA JOHNSTON Chief Financial Officer JOHN D. OSBORNE PrssrdartUCEO ACTIONS AUTHORIZES. Any two (2) of the authortred persons gated above may enter Into any agreements of any nature with Lender, and those agreements wig bind the Corporation. Specifically, but without limitation, any ripe (2) of such authorized persons are suthotized. empowered, and directed to do the following for and on behalf of the Corporation: Borrow Money. To borrow, as a ccalgher or otherwise, from time to time from Lender, on such terms as may be agreed upon between the Corporation and Larder, mach sum or sums of money as In their Judgment shouts be tm owed, will limitation. Exscuta Natal. To execute and deliver to Lender tits promtasory note or notes, or other evidence of the Corporabon's credit accommodations, on LendWt forma, at Such rates of Interest and on soon terms as may be agreed upon„ a rlderrohhg the sums of money so borrowed or any of the Corporation's Indebtedness to Lender, and also to execute and delil to'Lender one or mora renewals, extensions, modiflcatons, refinandnga, consolidations, or oubstitutons for one or more of the notes, any portion of the notes, or any other evidence of oredll accommodellons. Grant Seourty To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any properly now or heramter belonging to the Corporation or In which the Corporation now or hereaflen may have an Interest, Including without tknriation all of the Corporations real property and al of the Corporation's personal property (tartylble or intangible), as security for the payment of any loans or credit accommodations so obtained, any promissory notes so executed Qnduding any amendnnans to or modifications, ronewals, and exlarhslons of such promissory notes), or any other or turlher Indebtedness of the Corporation to Lander at any time owing, however the tonne may be evidenrod, Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the time such loans are obtained or Sutih Indebtedness IS incurred, or at any other time or thnes, and may be either In addition to or In geu of any property therelafora mortgaged, pledged, transferred, endorsed, hypothecated or encumbered, Execute Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation agreement, and other Security agreements and financdng alatements whlch Lender may require and which shall evldenoe the tarts and conalbora under and pursuant to which such Dane and encumbrances, or any of them, are given; and also to execute and deliver to Lander any other written Instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem necessary or proper In connection with or pertaining to the giving of the Ilene and encumbrances. Notwithstanding the foregoing, any one of the above authorized persons may execute, deliver, or record financing statements. Negotiate horns. To draw, endorse, arxt discount with Lender all drafts, trade acceptencros, promissory notes, or other evidences of Indebtedness payable to or belonging to the Corporation or In which the Corpor llun may neve an Interest, and either to receive cash for the same or to cause such proceeds to be credited to the Corporation's account with Lander, or to cause such other dtspeeDton of the proceeds derived therefrom as they may dram advisable. Further Ash. In the case of lines of credit, to designate additional or orientate McIlvidualt as being authordled to request advances under such Ill and In all cases, to do and perform much ether acts and thing., to pay any and all fees and costs, and to "acute and ilertver such other documents and agreements as the officers may In their dlisxeton deem reasonably necessary or proper In utdsl to carry into effect dire provislons of this Resolution. The following person or persons are authorized to request advances and authorize payments under the Dna of credit until Lander r'eceMee from the Corporation,. at Landers address shown above, written notice of revocation of such muthorily: JANA JOHNSTIDN, ChW FkfMclat Officer of LUBI3OCK' ECONOMIC- DEVELOPMENT ALLIANCE, INC.; and JOHN D. OSBORNE, PrveManlICEO or LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC. ASSUMED BUSINESS NANlS. The Corporation has filed or recorded all documents or filings required by law relating to all assumed business names used by the Corporallon. 'Excluding the name of rhe Corporation, the following in a oompiale list of all assumed bwkheas names under which the Corporation does business: Mom. NOTMCES TO LENDER, The Corporation will promptly notify Ladder In wrMing at Lenders address shown above (or such other addresses as Landar may designate from time to time) prior to any (A) change In the Corporation's name;: (3) change In tine Corparailoria assumed business name(e); (C) change in tiro management of the Corporation; (D) charge in the outhortwd sfgner(sj; (E) change In the Corporaton'a principal office address, (F) charge h tha Corporation's Dtale of organiiadon; (0) conversion of to Corporation to a new or different "of business entity; or (Il change in any other aspect of the Corporation that directly or indirectly relates to any agreements between the Corporation and Lender. No change In the Corporatcn's name or State of organization will take effect until after Lender has received notice, CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are duty elected, appointed, or employed by or for the Corporation, as the case may be, and occupy the pca4lons set opposite thelr respectve names. This Rescolul now stands of record on the books of the Corporation, Is In full fore and effect. and has not been modified or revoked in any reamer whatsoever. NO CORPORATE BFJLL The Corporation has no corporate seal, and therefore, no seal Is affixed to. this Resolution. CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and performed prior to the postage of this Resolution are hereby retSad and approved. This Resolution shall be continuing, shall remain In full form and effect and Lander may rely on It until written notice of Its revocation shalt have been dodvered to Lander and receipt sdmowiedged by Lender In writing at Lender's address shown above (or such addresses as Lender may designate from time to time), Any Such notice Shan hot affect any of the Corporation's agreements or commitments In of led at the time notice Is given. IN TESTIMONY WHEREOF, I have hereunto sot my hand and aaast that the signatures sot opposite the names Rated above era their gsnutna signatures. I have read all the pproylslona of this Resolution, and I personally and on behalf of the Corpora lar certify that all statMnents and representations nude in this Revolirl am tree and correct This Corporate Rssetulion to Borrow I Gm t Collateral Is dated 114wrh 23, 2011. CORPORATE RESOLUTION TO BORROW f GRANT COLLATERAL. Loan No: 2011009126 (Continued) Page 2 CERTIFIED TO AND ATTESTED 8Y: x A A carotary NOTE. If H #ffl V fWOV Lk f4M]U an M dmVpil.a by hr "Whn Eoa w ar " of the CMk rA wizod to •q w M CofpaYtinl baba. Ik Is mMimblr b hr tlJa R.WUaa k10na0 >'Y el bawl onr nrnaulk HW mw 911Nr Ca wmi., uau .,e irw w.. afrraau rn •.+rn.+wsrw.• w. •.wr..n�..�. �w a.... . n ae�..w�xR.vz�are nur,. r.�ae Resolution No. 2011-RO UNSEC RE: 201 i 0091241 PROMISSORY NOTE Principal Loan Date Maturity Loan No Calc r Cori Account DfAcer Trittials ;500,000.00 03-23-2011 03-33-2012 201100412fi 783 r Da i 801 References In the boxes above are for Lender's use on7 and do not lima the applicability of this document to any particular loan or hem. An Item above cantaInln "' ' has been omitted due to text length Ilmllatksns_ I3OrTower: LUBBOCK ECONOMIC DEVELOPMENT ALLUINCE, Lender: AMERICAN STATE BANK INC. Lending Division 1600 BROADWAY, 8TH FLOOR 1401 AVENUE Q LUBBOCK, T -A 79401 LUBBOCK, TX 79408-14011 Principal Amount: $600,000.00 Date of Note: March 23, 2011 PROMI3E TO PAY. LUBBOCK ECONOMIC DEVELOPMENT ALIy4NCE, INC. ("Borrower) promises to pay to AMERICAN STATE BANK ("Lender'), or order, In lmaful money of the United States of America, the princlpal amount of Fie- Hundred Thousand d 001100 Dollen (:800,000.00) or so much as moy.ha outstanding, together with Irifarsat on the unpaid outstanding principal balance of each advance, Interest shall be calculated from the data of each advance until repayment of each advance or maturity, whichever occurs first. CHOICE OF USURY CEILING AND INTEREST RATE The Interest rate on this Note has been implemented under the "Quarterly Cedlmg" as referred to In Section 303.000 of the Taxes Finance Coda. The terms, Including the rate, or Index, formula, of provlslur of law used to compute the rate on the Note, will be subject to revision as to current and future balances, from time th time by notion from Lender in compliance with Section 303.103 of the Texas Finance Code. PAYMENT. Borrower Y41 pay this loan In one payment of W Outstanding principal plus aH accrued unpaid Imarsot an March 23, 2012,.In sddldon, Borrower will pay regular monthly payments of all seemed unpaid Interest due n of oath payment date, beginning April 23, 2011, with all subsequent Interest payments to be due on the series day of each month after that Unless otherwise agreed ar reculred by eppllcoble law, payments wilt be applied first to any accrued unpaid Irlvreal; then to princlpal;then to any unpaid collection coats; and than to any late charges. Borrower will pay Landau at Lender's, address shown above or at such other place n Lender may denigrate In wri'ting. Notwthatanding any other provision of this Note, Lender win not charge Interest on any undisbursed ben proceeds. No scheduled payment, whether of principal or entered or both, win be due unless sufficient loan funds have bean disbursed by the schadulad payment data to justify the payment. VARIABLE INTEREST RATE. The Interest rate an this Note Is subject to change from time to lime based on changes In an Indax which Is the AMERICAN STATE BANK, BASE RATE A3 IT MAY EXIST AND CHANGE FROM TIME TO TIME (tho "Index"). The Index Is not necessadty the loweat rale charged by Leader on Its loans and Is apt by Lenda( In its ogle ¢lecretion. if the Index becomes unavailable during the term of this loan, Lender may denignata a substitute Index after notifying Borrower, Lander will tae Borrower the current Index rate upon Borrowers raquest. The Interest rate change will not occur more often than each DAY. Borrower understands that Lender may make loans based on other rates as well. The Index currently Is 4.000% par annua inierest prior to maturity ori the unpaid principal balance of this Note will be calculated as describad In the 'INTEli CALCULATION METHOTP' paragraph using a rate or czoo percentage points under the Index, resulting In an Initial rate of 3.500% per annum based on a year of 380 days. NOTICE: Under no circumstances will the Interest rate on this Note be more than (except for any higher default rale or Post Maturity Rate shorn below) the lesser of 18.0009/o per annum or the maximum rete slowed by opplicable, low. For purposes of this Note, the "maximum rate allowed by appilcable law' ream the greater Of (A) the maximum rate of Interest permitted under federal or other law applicable to the Indettedness evidenced by 1Na Note, or (B) the "Quarterly teiiing' as referred to in Section 303.GDB of the Texas Fkmnm Code. INTEREST CALCULATION METHOD. rntarenat on thk NOW is computed on a 366!380 bels; that la, by applying the ratio of the Interval rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance N outstanding, Unitas such calculation would result In a usurious note, In which case Interest shalt be calculated on a per Atom brie of a year of 355 or 366 days, as the case may be, All Interest payable. under this Note is computed using this mrtbod. PREPAYMENT. Borrower may pay will curt penalty all or a portion of the amount owed earlier than It Is due. Prepaymant tri full shall consist of payment of this remaining unpaid principal balance together with ell accrued and unpaid Interest and all other amounts, costa and expenses for which Borrower Is responsible under this Note or any other agreement with Landerr-penakiing to this loon, and In no event wilt Borrower ever be requtrod to pay any unearned interest Early payments win not. Ui agreed to by Lender in writing, relieve Borrower of Borrowers obligation to continue to make psyr is of accrued unpaid Interest. Roth early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "pail in full', 'Without recourse', or simiter language. If Borrower sande such a payment. Lender may accept it without losing &my of Lenders lights under this biota, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, Including any check or other payment 13trvnent ghat Indicates that the payment constitutes 'payment In full" of the smbunt.awed-or that Is tendered with other conditions or Ilmltations or as lull satisfactionof a dlsputed amount must be mooed or delivered to: AMERICAN STATE BANK, Landk@ Divbon, 1401 AVENUE Q, LUBBCCK, TX. 75408-1401. LATE CHARGE. If a payment Is 10 days or more late, Borrower wig be charged 6.000% at tha regularly scheduled payment or 9100.00, whichever Is Ina, POST MATURITY RAT£ The Post Maturity Rate on this Note Is the lesser of (A) the maximum rale allowed by taw or (B) 18.000% per annum based on a year of 360 days. Borrower will pay Interval on all sums due after final maturity, whetter by accalerotbon or otherwise. at that rote. DEFAULT. Each of the following shall constitute an event of default ("Event of oefeuin under this Note: Payment Default. Borrower falts to make any payment when due under this Nota Other Defaults. Borrower falls to comply with or to perform any other term, oblIgaOon, owerani or condition contained In this Nate or In any of see rotated documents or to comply, with of to perform any term, otNigedon, oovenant or condition contained In any other agreement between Lender end Borrower Fabs Statements. Any warranty, representation or statement madeor fumlahed to Lander by Bon—ar or an Bonowera behalf under this Note or the related documents Is false or misleading In any materiel respect, either now or at the time made or fumished or becomes false or misleading at arty time thereafter. Insolvency, The dissolution or termination of Borrowers existence as a going business. the Insolvency of Burrower, the appointment of a receiver for arty part of Borrowers property, any assignment for the bonwfit of creditors, any type of creditor workout, or the commencement of any prooaeding under any bankniptcy or inaaMenq laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings. whether by judicial proceeding, self-help, repossession or any other method, by arty creditor of Borrower or by anygovernmental agency- against any collateral securing the loan. This Includes is garnishment of any of Barmwera accounts, Including deposit accounts, with Lender. however, this Event pf Default shell not appy N there is a good faith dispute by Borrower as to the validity or reasonableness of the dabs which Is the basis of the creditor or forfeiture proceeding and it Borrower gives Lender written notice of thecreditor or forfeiture prvoeeding and deposits with Lender monies or ■ surety bond for the creditor or forfeiture proceeding, In an amount determined by Lender. In lts sale discretion, as being an adequate reserve or bond for the dispute. Events ABecOng Guarantor. Any of the preceding events occurs with respect to any guarantor, encipmen, surety, or aocpnvnodstion party of any of the Indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes Incompetent, or rovakes or disputes the velidhy of, or liability under, any guaranty of the Indebtedness evidenced by this Note, Change In ownership. Any change In ownership of twenty -No percent (25%) or mote of the common stock of Botrawer. Aware Change. A material adverse change occurs In Borrowers financial condtdon, or Larder believes the prospect of payment or parforrnance of this Note Is Impelled. Inwcarrty. Lender In good faith believes Itanif Insecure. Cure Provisions. If any default other than a dorault In payment Is cursblle 11 may be cured if Borrower, after Lender sends written notice to goinv"r demanding cure of such default (1) cures the dofauh within [en (10) days; or (2) if the cure netqukes more than ten (10) days. Immals ely Initiated steps which Lender deems In Lenders sole discretion to be sufficient to pure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce complialmce ss soon as reasonably practical. LENDER'S RIGHT& Upon default, l.srtder may dodam the entire Indebtedness, Including the unpaid principal balance under this Note, EI accrued unpaid Interest, and all other amounts. costs and expenses for which borrower Is responsible under this Note or any other agreement with Lender pertaining to this loan, erurtadlately duo, without nodae, and then Borrower will pay chat amounL 11 PROMISSORY NOTE Loan No: 201101}8126 (Continued) Page 2 ATTORNEYS FEES; EXPENSES. Lander may hire an attorney to halp oollect this Note if Borrower does not pay, and Borrower will pay Lender's reasonable atiDmeya' fees. Borrower also wilt pay Lender all other amounts Lender actually Ircurl as court coats, lawfut fees for Clog, reoording, releasing to any pub9c office any instrument securing this Note: the restorable coat actually expended for repossessing, storing, preparing for sale, and selling any security; and fees for noting a Dan an or transferdrg a certificate of tttle to airy motor vehicle offered as security for this Note, or premiums or idenbfable charges rocalved In ccnnedon wnh the sale of authonzed Insurance. GOVERNING LAW. This Nota will be govamed by federal Isco applicable to Lander and, to the extent not preempted by federal law, Use lass of the State of Taxes without regard to Its conflicts of law provisions. This Nope has been accepted by Lender In the State of Taxes. DISHONORED CHECK CHARGE, Borrower will pay a processing fee of $25,00 If any check given by Borrower to Lander as a payment on this loan Is dishonored. RIGHT OF SETOFF. To the extent permitted by applicable taw. Lender reserves a right of setoff In all Borrower's accounts with Lender (whether ehactil savtngs, or same oflwr account). This Includes all accounts Borrower holds jointly with someone elae end all accounts BormWer may open In the future. Howeygr, this does not Include ary IRA or Ksogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff as suns owing on Bre debt against any and all such accounts. COLLATERAL This loan Is unsecured. LIRE OF CREDfT. This Nola evidences a revolving 11" of credit. Advances under this Note may berequestedorally by Borrower or as provided In this paragraph. Lander may,but need not, require that all oral requests be confirmed In w(iting. All Dommunlentlons, Instructions, or directions by telephone or otherwise to Lander are to be directed to Lenders office shown above. The following person of persons are suthorl to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lenders address shown above, written notice of revocation of such authority: JANA JOHNSTON, Chief- Financial Officer of LLBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.; and JOHN D. OSBORNE, PnsldanVCEO of LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC, Borrower agrees 10 be liable for all sums either. (A) advanced In accordance with the Instructions of an authorized person or IS), credited to any of Borrowers accounts with Lender. The unpaid prindpal balance owing on this Note at only tme may be evidenced by endorsements on this Note or by Lender's Internal records, Including dally computer print-outs. Lender wit have no obligation to advance funds under this Note It. (A) Borrower or airy guarantor is In default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, Including any agreement made in connection with this signing of this Note; (B) Borrower or any guarantor ceases doing business OF is Insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantors guarantee of thio Note or ary other loan with Lender. (D) Borrower has applied funds provided pursuant to this Note far purpose& other than those authorized try Lender, or (E) Lander In good faith believes 8setf Insecure. This revoWg Onto of credit shall not be subject to Cls 340 of the Texas Finance Cada RENEWAL AND EXTENSION. This Nate In given In renewal and extension and not in novatbn of the following described Indebtedness. the Promissory Note from LUBBOCK ECONOMIC DEVELOPEMEN.T ALLIANCE, INC. to AMERICAN 6TATE BANK dated FEBRUARY 9, 2010 Ir the original principal amount of $500.000.00. REPAYMENT PROVISION. Notwithstanding any other provision cogtelned herein, makhar the State of Texas nor the City of Lubbock, Texas, Mal be obligated to pay the Indabtodnsss heroin Incurred or any interest thereon and that neither the faith mind credit nor the taxing poww of either the Sudo of Taxes or tfu City of Lubbock Twxas, Is pledged to the payment of the principal of or the Interest on such Indebtedness. The sours of funds for the repayment of the Indebtedness shall be Smlted to I.) the proceeds of the sell of hands Issued by Lubbock Economic Dawelopmant Alfance, Inc., (LEDAN 2.) revenues resuzodi from the Hua of silo of any project or resllod from a Jaen nude by LEDA to ril or fellnancs a project, andror 3.) revenues from a contract with the City of Lubbock under Section 380.002 of the Local Government Code. CR088 DEFAULT PROVISION. It be sxprssaty agreed that on addldonsl event of default under this'Nota shalt be: any dormuh made In the punctual payment of that cerhln Floating Rata Promissory Nope dated August 23, 2007 In the original amount of $7,250,000.00, pry.bts to PlalmoCspltal Bank, Lubbock, Texas (PCB Meter or arty default In On peffornutince of any covenant or agreement contained In the PCB Note or any related Loan Documents. SUCCESSOR INTERESTS. The terms of thts Note shall be binding upon Borrower, and upon Borrower's helm, personal representailvee, successors and assigns, and shall inure to the bereft of Lander and Ila successors and assigns. GENERAL PROVISIONS. if arty part of this Note cannot be enforced. this fact WR not affect the real of the Note. Borrower does not agree or Intend to pay, end Lender does not agree or Intend to contract for. charge, oolleM take, reserve or receive (oolleetivey rationed to hareln as 'charge or collecr'), any amount In the nature of Interest or do the nature of a fee for this loon, which would In any way or evanl Qncluding demand, prepayment, or acceleration) cause Lander to charge or collect mora for this loan than the maximum Lender would be permitted to charge or cooed by federal law of ire law of the State of Texas (as applIcetle). Any such excess Interest of unauthorized fee shell, Instead of anything "(ad to the contrary, be applied first to reduce the principal balance .of thle, )can, and when the prina l has been paid 0 full, be refunded to Borrower. The right to accelerate maturity of aunts due under this Nate doss not include the right to accelerate any Interest which tux not otherwise accrued on the date of such acceleration, and Lender does not Intend to charge or oollact any unaamed imoreat in the event Of acceleration. All sums paid or agreed to be paid to LaMar for the use, forbearance or detention of sumo due hereunder shat; to the extent pem saw by sppsuble law, be amortized. prorated, allocated and spread throughout the full term of the loan evidenced by this Note until payment In NI w that the rate or amount of Interest on account oT the loan evidenow hereby does not exceed the appOcsble usury calling till may delay or forgo onfomrtg arty of Its rights or remedies under tNote without losing them. Borrower and miry other person who signs, gueranteea or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, notice of dishonor, notice of Intent to accelerate the maturity of this Note, and noire of acceleration of the maturity of this Note. Upon any change In the terms of this Note, end unless otherwrae expressly stated In writing, no party who signs this Note, whether w make, guarantor, accommodation maker or endorser, shall be released from labilfy. All such parties agree that Lender may ranew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or knpalr, fall to realize upon Or perfect Lenders wcurity interest In the collateral without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without Ane consent of or nodca W anyone other than the party with whom the modificatlon Is made. The Obligations -under this. Note are joint and several. PRIOR To SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIDNS OF THIS NOTE, INCLUDING THE VARIABLE. INTEREST RATE PROVISIONS, BORROWER AGREES TO THE TERssS OF THE NOTE BORROWER. ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMIS90RY NOTE. BORROWER: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC. By: By JANA JOHNSTON, Ch Financial sir of JOHN D. OSBQRKZ VrooldontICEO at BW_ LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, ECONOMIC DEVELOPMENT ALLIANCE, INC. INC. wn.,,a...s. ,n. ,n�,m e,..•..,w... �� r ,.r-mr. r w ...+er . n r.,..:..oK+r+rm..r .•,,.,. n..nv Resolution No. 2gll-RO111 DISBURSEMENT REQUEST AND AUTHORIZATION rinclpal Loan Delle I Maturity I Loan No Coll f Coll I Account Officer I Initials $600,000.00 1 03-23-2011 03-23-2012 1 2011008128 T63100 9901 Refsrencao In the boxes above are for Landers use on and do not IImR the appllcabHity of lhlq document to any particular loan or ttem. "' An item above cop has been omittedd due to text Ian th limitations. Borrower: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, Lender, AMERICAN STATE BANK. INC, Lending DTIII 1500 BROADWAY, STH FLOOR 1401 AVENUE R LUBBOCK TX 78401 LUBBOCK,TX 79405-1401 LOAN TYPE. This N a nonjmacomputad Variable Rats Nondlarlosablo Revolving Lone of Credit Laan to a Comoraion for $500,000.00 due on March 23, 2012. This is an unsecured renewal loin. PRIMARY PURPOSE OF LOAN, The primary purpose of thin loan Is for ❑ Personal, Psmlly or Household Purposes. ❑ Parson] Invesbnont. Busirwas, Agricultural and All Other. SPECIFIC PURPOSE. The specifie purpose of this ban Is: RLOC FOR MRKIN© CAPITAL RENEWAL(PAIO 1NTI, DISBURSEMENT INSTRUCTIONS, Borrower understands that no ban proceeds will be disbursed unll all of Lenders conditions for making the banhave been saU31I Pfeaaa disburse the loan proceeds of S600,000.00 as folI Urdlsbursed Funds: $600,000.00 Note Principal: $500,000.00 FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE 18 TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE 11180 RROWERS FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER THIS AUTHORIZATION IS DATED MARCH 23, 2011. BORROWER: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC. By: JANA JOHPISTON, ChiefFinancial Officer o D. DSSORI PrialidenUCEID of LUBBOCK LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, ECONOMIC DEVELOPMENT ALLIANCE, INC. INC. w+„w.,-+..v....•.w�c... u..r ,�.r�.ar.rr.n.x,,. .+r. r...w .n c.ra,uxw.narc era,. aaoo Resolution No. NOTICE OF FINAL AGREEMENT Principe[ I Loan Date i Maturity I Loan No Call r con Account Officer Initials $500,000.00 03-23-2011 03-23-2012 1 2011009126 1 763lOQ 1901 References in the boxes above are for Lenders use oni and do not limit the appl cablllty of this doeum,ant to any particular loan or Item Any Item above containing •"" hes been omitted due to text lenolh lirtftalions. Borrower' LUB80CK ECONOMIC DEVELOPMENT ALLIANCE, LBndtar: AMERICAN 87ATE BANK INC. Landing Division 1500 BROADWAY, 8TH FLOOR 1401 AVENUE 0 LUBSOCK,TX 79401 LUBBOCK, TX 7908-1401 THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY 'EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, As used In this Notice, the following terms have the following meanings: Loan. The term "Loan" means the follavring described loan: a non-precomputed Variable Rate Nondaulusuble Ravali Line of Credlt Loan to a Corporation for $500,000.00 due on March 23, 2012. This Is an unsecured renewal loan. Losn Agreament. 'rhe term "Loan Agreement" means one or more promisee. promissory notes, sgraemenw undertakings, security agreements, deeds of trust or other documents. or commitments, or any cembinetlon of those "lona or decur is, relating to the Loan, including whhout Ilmitallon the following: LOAN DOCUMENTS Corporate Resolution: LUBBOCK ECONOMIC DEVELOPMENT PrvmWM Note ALLIANCE, INC. Disbursement Request and Authodzatlon Notloa of Final Agreement Model Privacy Notice: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC - Pardas. The term "Parties' means AMERICAN STATE BANK and any Ind ea entities or Individuals who am obligated to repay the loan or have pledged property as security for the Leen, Inrludlng without limitation the following:: Bormwr. LUBBOCK ECONDMI DEVELOPMENT ALLIANCE, INC. This Noi of Final Agreement 1s given by AMERICAN STATE BANK pursusM to Section 99.02 of the Texas Business end Conanerce Code. Each Party who signs balaw, other Umn AMERICAN STATE BANK, acknowledges, repres*nh, and warrants to AMERICAN STATE BANK that K has mcahnd, read end understood this Not" of Final Agreement This Notics Is dated March 23, 2041. BORAOWEA,: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC. By: JANA JOHN TON, Chief Fini 01 of LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC. LENDER: AMERICAN STATE BANK x Signer By: JOHN D. OSBORNE, reel e 0 of LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC. 1-RO111