Attached files
CAPITAL ONE, N.A.
RESTATED PROMISSORY NOTE
BORROWER: Scientific Industries, Inc.
PRINCIPAL: $500,000.00 DATE: 01/05/2011
PROMISE TO PAY: The undersigned, jointly and severally if more
than one signer, does hereby promise to pay to the order of
CAPITAL ONE, N.A. (the "Bank") at its offices at 275 Broadhollow
Rd., Melville, New York, or at any of its branches, the sum of
Five Hundred Thousand and 00/100 ($500,000.00) DOLLARS or the
aggregate unpaid principal amount of all advances made to the
undersigned by the Bank, whichever is less, plus interest thereon,
in the manner set below. Interest will begin to accrue on the
date funds are actually disbursed.
RATE AND PAYMENT: Interest only on the unpaid principal balance
hereof at the rate of the Bank's Prime Rate per annum payable
on February 3, 2011 and on the 3rd day of each month thereafter
until January 3, 2012 when all unpaid principal and interest
shall be due in full.
All payments shall be made by automatic debit from an account
maintained at the Bank (Account #6924013102) in which Borrower
shall maintain balances sufficient to pay the monthly payments.
Such debit will occur on each monthly payment due date, as
specified above. If a monthly payment due date falls on a
Saturday, Sunday or holiday, the next business day will become
the monthly payment due date.
Payments shall be applied first to interest on unpaid principal
balances to the monthly payment due date or the date payment is
received by the Bank, whichever is later, and then to reduction
of principal. If the interest rate is based on the Bank's
announced Prime Rate, the interest rate shall change when the
Prime Rate changes and nothing herein shall prevent the Bank
from loaning money at less than Prime on such terms and conditions
as it deems advisable. Interest shall be calculated on a 360-day
year and actual number of days elapsed.
GRID NOTE: The Borrower may borrow, repay in whole or in part,
and reborrow on a revolving basis amounts up to $500,000.00.
However, the Bank reserves the right to make or decline any
request for an advance in its sole discretion and may condition
the availability of an advance upon, among other things, the
maintenance of a satisfactory financial condition. Borrower
authorizes the Bank to keep a record of the amounts and dates
of all advances and repayments hereunder, which record shall,
in the absence of manifest error, be conclusive as to the
outstanding principal amount due hereunder; provided, however,
that the failure to record any advance or repayment shall not
limit or otherwise affect the obligation of Borrower under
this Note.
PREPAYMENT: Prepayment in whole or in part may be made at any
time without penalty. Any prepayment will be applied in inverse
order of maturity and will not defer the payment schedule.
RIGHT OF OFFSET: If any payment is not made on time, or if the
entire balance becomes due and payable and is not paid, all or
part of the amount due may be offset out of any account or other
property which the undersigned has at the Bank or any affiliate
of the Bank without prior notice or demand. This provision is in
addition to and not in limitation of any right of common law or
by statute.
DEFAULT INTEREST RATE: The unpaid principal sum due under this
Note shall bear interest at a rate equal to five (5%) per annum
above the Rate set forth above on and after the occurrence of any
event of default and until the entire principal sum hereof has
been fully paid, both before and after the entry of any judgment
with respect to such event, but in no event shall the rate either
before or after the occurrence of an event of default exceed the
highest rate of interest, if any, permitted under applicable New
York or Federal Law.
LATE CHARGES: Undersigned will pay a charge of 4% of the amount
of any payment which is not made within 10 days of when due, or,
if applicable, which cannot be debited from its account due to
insufficient balance on the due date.
SECURITY: A security interest in and assignment and pledge of all
monies, deposits, or other sums now or hereafter held by the bank
on deposit, in safekeeping, transit or otherwise, at any time
credited by or due from Bank to the undersigned, or in which the
undersigned shall have an interest.
All personal property now owned or hereafter acquired by the Debtor
and Corporate Guarantors in name of Scientific Packaging Industries,
Inc. and Altamira Instruments, Inc. including but not limited to
all goods, consumer goods, farm products, inventory, equipment,
furniture, money, instruments, accounts, accounts receivable,
contract rights, documents, chattel paper and general intangibles,
all of which collectively is the "Collateral".
All products of Collateral and all additions and accessions to,
replacements of, insurance or condemnation proceeds of, and
documents covering Collateral, all property received wholly or
partly and proceeds arising from the sale, lease, encumbrance,
collection, or any other temporary or permanent disposition,
of the Collateral or any interest therein.
FINANCIAL REPORTING: Upon the request of the Bank, the Borrower
shall furnish financial information to the Bank, which may include,
but shall not be limited to, annual financial statements of
Borrower and any guarantors in form and substance satisfactory to
the Bank and signed copies of all tax returns.
BANKING RELATIONSHIP Borrower agrees to utilize the Bank as its
primary depository bank during the term of the Note.
DEFAULT: The Bank may declare the entire unpaid balance of the Note
due and payable on the happening of any of the following events:
(a) Failure to pay any amount required by this Note when due, or
any other obligation owed to the Bank by undersigned or any
Guarantor, or, if applicable, failure to have sufficient funds
in its account for loan payments to be debited on the due date;
(b) Failure to perform or keep or abide by any term, covenant or
condition contained in this Note, any Guaranty or any other document
given to the Bank in connection with this loan;
(c) The filing of a bankruptcy proceeding, assignment for the
benefit of creditors, issuance of a judgment execution, garnishment,
or levy against, or the appointment of a representative of any kind
for the commencement of any proceeding for relief from indebtedness
by or against the undersigned or any Guarantor;
(d) The happening of any event which, in the judgment of the Bank,
adversely affects Borrower's or Guarantor's ability to repay or the
value of any collateral;
(e) If any written representation or statement made to the Bank
by Borrower or Guarantors is untrue;
(f) If any written representation or warranty made to the Bank
by Borrower or Guarantors is breached;
(g) The occurrence of a default under any Guaranty or any other
document or instrument given to the Bank in connection with the
loan;
(h) Death or inability to manage the affairs of any individual
borrower or guarantor; dissolution or a change in composition of a
partnership borrower; dissolution, merger, or consolidation of a
corporate borrower;
(i) Failure to provide any financial information on request or
permit an examination of books and records.
Notwithstanding the foregoing, the balance of this Note shall
become immediately due and payable upon the occurrence of any of
the events set forth in (c) above, and, if this is a demand note,
the Bank may declare the balance of this Note due at any time.
ATTORNEYS FEES: In the event the Bank retains counsel with
respect to enforcement of this Note or any other document or
instrument given to the Bank, the undersigned agrees to pay the
Bank's reasonable attorneys fees (whether or not an action is
commenced and whether or not in the court of original jurisdiction,
appellate court, bankruptcy court, or otherwise).
MISCELLANEOUS: Delay or failure of the Bank to exercise any of
its rights under this Note shall not be deemed a waiver thereof.
No waiver of any condition or requirement shall operate as a
waiver of any other or subsequent condition or requirement. The
Bank or any other holder of this Note does not have to present it
before requiring payment. The undersigned waives trial by jury
with respect to any action arising out of or relating to this Note.
This Note may not be modified or terminated orally. This Note
shall be governed by the laws of the State of New York without
regard to its conflicts of laws rules. The undersigned irrevocably
consents to the jurisdiction and venue of the New York State
Supreme Court, Suffolk County in any action concerning this note.
The Bank may accept partial payments marked "in full" without
waiving any of its rights hereunder. Any payments made after
maturity or acceleration will not reinstate the Note. This Note
is binding upon the undersigned, its heirs, successors and assigns.
FEES: In addition to any other fees incurred, the Borrow agrees
to pay the Bank a Facility Fee of 0.50%, equal to the sum of
$2,500.00, upon signing of this note.
RESTATED NOTE: This Note restates and supersedes the Promissory
Note dated November 1, 2009 in the amount of $500,000.00, as
signed by the Borrower.
IN WITNESS WHEREOF, the undersigned has signed this note on the
5th day of January 2011.
Scientific Industries, Inc.
By: /s/ Helena R. Santos
_________________________________________
/s/ Robert P. Nichols
_________________________________________
