<PAGE> 1
EXHIBIT 10.15
[COMMUNITY BANK INDIANOLA LOGO]
APRIL 10, 2000
George S. Hastings
President
Aquapro Corporation
1100 Highway 3
Sunflower, MS 38778
Dear George,
Community Bank, Indianola is pleased to commit to Aquapro Corporation two
revolving lines of credit. The first is in the amount of $900,000.00 for the
purpose of financing catfish feed purchased from Delta Western. The second is in
the amount of $800,000.00 to be used for catfish production. This commitment is
contingent on the following terms and conditions:
1) The notes will be established as a revolving line of credit
for the specific and expressed purposes of financing catfish feed purchased
from Delta Western to be used to feed Aquapro Corporation and for catfish
production from the $900,000.00 feed line.
2) It is understood between Aquapro Corporation, hereinafter
referred to as borrower, and Community Bank, Indianola, hereinafter referred to
as lender, that borrower may not enter into any other catfish operations
involving the production and sale of catfish without prior written consent of
the lender. It is further understood that borrower may not pledge any assets
described in the security agreement between borrower and lender without prior
written consent of the lender.
3) The security on the loan will be a perfected first lien
position on all FishCo stock owned. Minimum number of shares pledged will be 448
shares of FishCo. A first lien position on inventory including fingerlings, food
fish, stockers and accounts receivable will also be granted by Aquapro. A first
lien position will also be taken on approximately 553 acres of land located in
Sunflower County and Leflore County known as Circle Creek and Panther Run and a
second lien on 647 acres of land located in Bolivar County. A blanket lien on
all equipment. An assignment of $1,000,000 of life insurance taken on George
Hastings and Randle Willoughby.
<PAGE> 2
4) The interest rate charged on the loan will be equal to New
York Consensus Prime plus 165 basis points and will be subject to daily
adjustments.
5) This line of credit will mature on March 15, 2001.
6) An operating deposit account will be maintained at Community
Bank, Indianola by Aquapro. All proceeds from pledged inventory sales and
account receivable collection will be deposited into the account and 50% will
be applied to the feed line and 50% will be applied to the production line,
first to interest and secondly to principal. Maximum principal balances below
will apply to the feed line and production line respectively.
<TABLE>
<CAPTION>
FEED LINE PRODUCTION LINE
--------- ----------------
<S> <C> <C>
November 15, 2000 $700,000 $640,000
December 15, 2000 $500,000 $480,000
January 15, 2001 $320,000 $320,000
February 15, 2001 $160,000 $160,000
March 01, 2001 -0- -0-
</TABLE>
Noncompliance with the above dates will result in the borrower being required
to obtain other outside funding to be applied to the LOC until the stated
compliance is achieved.
7) By acceptance of this commitment letter, the borrower agrees
to comply with all terms and conditions herein and to a 1% ($17,000.00)
commitment fee. Fee payable to Community Bank, Indianola at the time the
commitment letter is accepted and delivered.
8) The personal guarantee of George S. Hastings on the line of
credit is required.
9) Monthly financial statements will be required to be submitted
to Community Bank, Indianola by the borrower within three weeks after the close
of the accounting period.
10) As of today's date, there are outstanding taxes due for 1999
on certain parcels of the real estate taken as collateral by Community Bank.
These taxes must be paid in full and the receipt delivered to the bank as soon
as the correct amount has been determined.
<PAGE> 3
11) Approval of funds in the amount of $900,000.00 for the feed
production line and $800,000.00 on the production line are contingent on a
consummated purchase with Federal Land Bank Association to increase the present
water acreage by an additional 525 acres. The consummated sale will be evidenced
by a Warranty Deed transferred on all land and a Bill of Sale transferred on
all equipment, inventory and miscellaneous items. The present loans will be
capped at the level of $700,000.00 on the feed line and $400,000.00 on the
production line until such evidence of a consummated sale is given.
Community Bank, Indianola appreciates the opportunity to provide Aquapro
Corporation with this credit facility and I am looking forward to working with
you during this exciting time.
Sincerely,
COMMUNITY BANK
/s/ JOSEPH J. RICOTTA
JOSEPH J. RICOTTA
President/CEO
Acceptance
Intending to be legally bound, the undersigned hereby accepts the
foregoing loan commitment.
Executed this 4/18 day of April, 2000.
--------
/s/ GEORGE S. HASTINGS
----------------------
GEORGE S. HASTINGS
President
Aquapro Corporation
<PAGE> 4
<TABLE>
<S> <C> <C>
--------------------------------------------------------------------------------
|AQUAPRO CORPORATION | COMMUNITY BANK, | |
|1100 HIGHWAY 3 | INDIANOLA, MISSISSIPPI | Loan Number 4272795 |
|SUNFLOWER MS 38778 | 147 HWY 82E | ----------- |
| | INDIANOLA, MS 38751 | Date 4/20/00 |
| | | ------------------ |
| | | Maturity Date 3/15/01 |
| | | --------- |
| | | Loan Amount $800,000.00 |
| | LENDER'S | ----------- |
| BORROWER'S | NAME AND ADDRESS | Renewal of |
| NAME AND ADDRESS | "You" means the lender, | ------------- |
| "I" includes each | its successors | JJR/LAV |
| borrower above, | and assigns. | |
| jointly and severally. | | |
--------------------------------------------------------------------------------
</TABLE>
For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of EIGHT HUNDRED THOUSAND AND NO/100 Dollars
$ 800,000.00
[ ] SINGLE ADVANCE: I will receive all of this principal sum on _______________.
No additional advances are contemplated under this note.
[X] MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On 4/20/00 I will receive the amount
of $ _____________________ and future principal advances are contemplated.
Conditions: The conditions for future advances are UPON CUSTOMER REQUEST
AND AT BANK'S DISCRETION
[X] OPEN END CREDIT: You and I agree that I may borrow up to the maximum
principal sum more than one time. This feature is subject to all other
conditions and expires on 3/15/01.
[ ] CLOSED END CREDIT: You and I agree that I may borrow (subject to all
other conditions) up to the maximum principal sum only one time.
INTEREST: I agree to pay interest on the outstanding principal balance from
4/20/00 at the rate of 10.650% per year until INDEX RATE CHANGES.
[X] VARIABLE RATE: This rate may then change as stated below.
[X] INDEX RATE: The future rate will be 1.650% ABOVE the following
index rate: NEW YORK CONSENSUS PRIME RATE AS PUBLISHED IN THE WALL STREET
JOURNAL
[ ] NO INDEX: The future rate will not be subject to any internal or
external index. It will be entirely in your control.
[X] FREQUENCY AND TIMING: The rate on this note may change as often as
DAILY. A change in the interest rate will take effect DAILY.
[ ] LIMITATIONS: During the term of this loan, the applicable annual
interest rate will not be more than ______________% or less
than _____________%. The rate may not change more
than _____________% each _____________.
EFFECT OF VARIABLE RATE: A change in the interest rate will have the
following effect on the payments:
[ ] The amount of each scheduled payment will change.
[X} The amount of the final payment will change.
[ ] ____________________________________________________________________
ACCRUAL METHOD: Interest will be calculated on a ACTUAL/365 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
[X] on the same fixed or variable rate basis in effect before maturity
(as indicated above).
[ ] at a rate equal to ________________________________________________.
[X] LATE CHARGE: If a payment is made more than 15 days after it is due, I agree
to pay a late charge of 4% OF THE PAYMENT OR $5.00 WHICHEVER IS GREATER WITH A
MAX. OF $50.00.
[X] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which [X] are [ ] are not included in the principal amount above:
FILING FEE 118.00 ATTORNEY FEE APPRAISAL FEE
PAYMENTS: I agree to pay this note as follows: DOCUMENTATION 50.00
[X] INTEREST: I agree to pay accrued interest WITH THE PRINCIPAL
[X] PRINCIPAL: I agree to pay the principal AT MATURITY
[ ] INSTALLMENTS: I agree to pay this note in _______ payments. The first
payment will be in the amount of $_______________________________ and will
be due_________________________________. A payment of $ ________________ will be
due_________________________________ thereafter. The final payment of the entire
unpaid balance of principal and interest will be due _________________________.
PURPOSE: The purpose of this loan is 2000 CATFISH PRODUCTION LINE OF CREDIT.
ADDITIONAL TERMS:
I/WE DO HEREBY AGREE THAT THIS LOAN IS FURTHER SECURED BY D/T COVERING
PROPERTY LOCATED IN SUNFLOWER, BOLIVAR AND LEFLORE COUNTIES; ASSN OF
FISHCO INC STOCK, BLANKET LIEN ON ALL MISC EQUIPMENT, ASSN OF KEY MAN
LIFE INSURANCE POLICY ON GEORGE S HASTINGS, JR AND RANDLE WILLOUGHBY AND
AN ASSN OF ALL CATFISH/FISH INVENTORY INCLUDING ALL FOOD FISH, STOCKERS
AND FINGERLINGS
I AGREE TO PAY A MINIMUM INTEREST CHARGE OF $10.00 IF I PAY THIS LOAN OFF BEFORE
YOU HAVE EARNED THAT MUCH INTEREST.
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UNIVERSAL NOTE AND SECURITY AGREEMENT (page 1 of 3)
<PAGE> 5
SECURITY
SECURITY INTEREST: I give you a security interest in all of the Property
described below that I now own and that I may own in the future (including, but
not limited to, all parts, accessories, repairs, improvements, and accessions to
the Property), wherever the Property is or may be located, and all proceeds and
products from the Property.
[X] INVENTORY: All inventory which I hold for ultimate sale or lease, or which
has been or will be supplied under contracts of service, or which are raw
materials, work in process, or materials used or consumed in my business.
[X] EQUIPMENT: All equipment including, but not limited to, all machinery,
vehicles, furniture, fixtures, manufacturing equipment, farm machinery and
equipment, shop equipment, office and recordkeeping equipment, and parts
and tools. All equipment described in a list or schedule which I give to
you will also be included in the secured property, but such a list is not
necessary for a valid security interest in my equipment.
[X] FARM PRODUCTS: All farm products including, but not limited to:
(a) all poultry and livestock and their young, along with their products,
produce and replacements;
(b) all crops, annual or perennial, and all products of the crops; and
(c) all feed, seed, fertilizer, medicines, and other supplies used or
produced in my farming operations.
[X] ACCOUNTS, INSTRUMENTS, DOCUMENTS, CHATTEL PAPER AND OTHER RIGHTS TO
PAYMENT: All rights I have now and that I may have in the future to the
payment of money including, but not limited to:
(a) payment for goods and other property sold or leased or for services
rendered, whether or not I have earned such payment by performance.
and
(b) rights to payment arising out of all present and future debt
instruments, chattel paper and loans and obligations receivable.
The above include any rights and interests (including all liens and
security interests) which I may have by law or agreement against any
account debtor or obligor of mine.
[X] GENERAL INTANGIBLES: All general intangibles including, but not limited to,
tax refunds, applications for patents, patents, copyrights, trademarks,
trade secrets, good will, trade names, customer lists, permits and
franchises, and the right to use my name.
[ ] GOVERNMENT PAYMENTS AND PROGRAMS: All payments, accounts, general
intangibles, or other benefits (including, but not limited to, payments in
kind, deficiency payments, letters of entitlement, warehouse receipts,
storage payments, emergency assistance payments, diversion payments, and
conservation reserve payments) in which I now have and in the future may
have any rights or interest and which arise under or as a result of any
preexisting, current or future Federal or state governmental program
(including, but not limited to, all programs administered by the Commodity
Credit Corporation and the ASCS).
[X] THE SECURED PROPERTY INCLUDES, BUT IS NOT LIMITED BY, THE FOLLOWING:
1st D/T COV APPROX 275 ACRES LOC IN SUNFLOWER CTY KNOWN AS CIRCLE CREEK 1;
1st D/T COV APPROX 278 ACRES IN LEFLORE CTY KNOWN AS CIRCLE CREEK 2; 2nd
D/T COV APPROX 119 ACRES LOC IN SUNFLOWER, BOLIVAR AND LEFLORE COUNTIES
KNOWN AS CIRCLE CREEK 3, 4, 6, 7 AND 8. ASSN OF 448 SHARES OF FISHCO INC
STOCK CERT #556 IN THE NAME OF AQUAPRO CORPORATION; BLANKET LIEN COV ALL
MISC EQUIPMENT NOT LIMITED TO AND INCLUDING ALL FUTURE PURCHASES &
REPLACEMENTS.
ASSN OF ALL CATFISH/FISH INVENTORY INCLUDING BUT NOT LIMITED TO FOOD FISH,
FINGERLINGS & STOCKERS AND ANY PROCEEDS AND REBATES FROM SALE OF
CATFISH/FISH. ASSN OF LIFE INSURANCE POLICY #5349510 INSURING RANDLE
WILLOUGHBY AND POLICY #VIFB022778 INSURANCE GEORGE S HASTINGS.
If this agreement covers timber to be cut, minerals (including oil and gas),
fixtures or crops growing or to be grown, the description of the real estate is:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
[ ] If checked, file this agreement on the real estate records. Record owner
(if not me) ___________________________________________________________________
_______________________________________________________________________________
The Property will be used for a [ ] personal [ ] business [X] agricultural
[ ] ___________________________________________________________________ purpose.
ADDITIONAL TERMS OF THE SECURITY AGREEMENT
GENERALLY - This agreement secures this note and any other debt I have with
you, now or later. However, it will not secure other debts if you fail with
respect to such other debts, to make any required disclosure about this
security agreement or if you fail to give any required notice of the right of
rescission. If property described in this agreement is located in another
state, this agreement may also, in some circumstances, be governed by the law
of the state in which the Property is located.
OWNERSHIP AND DUTIES TOWARD PROPERTY - I represent that I own all of the
Property, or to the extent this is a purchase money security interest I will
acquire ownership of the Property with the proceeds of the loan. I will defend
it against any other claim. Your claim to the Property is ahead of the claims
of any other creditor. I agree to do whatever you require to protect your
security interest and to keep your claim in the Property ahead of the claims of
other creditors. I will not do anything to harm your position.
I will keep books, records and accounts about the Property and my
business in general. I will let you examine these records at any reasonable
time. I will prepare any report or accounting you request, which deals with the
Property.
I will keep the Property in my possession and will keep it in good
repair and use it only for the purpose(s) described on page 1 of this
agreement. I will not change this specified use without your express written
permission. I represent that I am the original owner of the Property and, if I
am not, that I have provided you with a list of prior owners of the Property.
I will keep the Property at my address listed on page 1 of this
agreement, unless we agree I may keep it at another location. If the Property
is to be used in another state, I will give you a list of those states. I will
not try to sell the Property unless it is inventory or I receive your written
permission to do so. If I sell the Property I will have the payment made
payable to the order of you and me.
You may demand immediate payment of the debt(s) if the debtor is not a
natural person and without your prior written consent; (1) a beneficial
interest in the debtor is sold or transferred, or (2) there is a change in
either the identity or number of members of a partnership, or (3) there is a
change in ownership of more than 25 percent of the voting stock of a
corporation.
I will pay all taxes and charges on the Property as they become due.
You have the right of reasonable access in order to inspect the Property. I
will immediately inform you of any loss or damage to the Property.
If I fail to perform any of my duties under this security agreement,
or any mortgage, deed of trust, lien or other security interest, you may
without notice to me perform the duties or cause them to be performed. Your
right to perform for me shall not create an obligation to perform and your
failure to perform will not preclude you from exercising any of your other
rights under the law or this security agreement.
PURCHASE MONEY SECURITY INTEREST - For the sole purpose of determining the
extent of a purchase money security interest arising under this security
agreement: (a) payments on any nonpurchase money loan also secured by this
agreement will not be deemed to apply to the Purchase Money Loan, and (b)
payments on the Purchase Money Loan will be deemed to apply first to the
nonpurchase money portion of the loan, if any, and then to the purchase money
obligations in the order which the items of collateral were acquired or if
acquired at the same time, in the order selected by you. No security interest
will be terminated by application of this formula. "Purchase Money Loan" means
any loan the proceeds of which, in whole or in part, are used to acquire any
collateral securing the loan and all extensions, renewals, consolidations and
refinancing of such loan.
PAYMENTS BY LENDER - You are authorized to pay, on my behalf, charges I am or
may become obligated to pay to preserve or protect the secured property (such
as property insurance premiums). You may treat those payments as advances and
add them to the unpaid principal under the note secured by this agreement or
you may demand immediate payment of the amount advanced.
INSURANCE - I agree to buy insurance on the Property against the risks and for
the amounts you require and to furnish you continuing proof of coverage. I will
have the insurance company name you as loss payee on any such policy. You may
require added security if you agree that insurance proceeds may be used to
repair or replace the Property. I will buy insurance from a firm licensed to do
business in the state where you are located. The firm will be reasonably
acceptable to you. The insurance will last until the Property is released from
this agreement. If I fail to buy or maintain the insurance (or fail to name you
as loss payee) you may purchase it yourself.
WARRANTIES AND REPRESENTATIONS - If this agreement includes accounts, I will
not settle any account for less than its full value without your written
permission. I will collect all accounts until you tell me otherwise. I will
keep the proceeds from all the accounts and any goods which are returned to me
or which I take back in trust for you. I will not mix them with any other
property of mine. I will deliver them to you at your request. If you ask me to
pay you the full price on any returned items or items retaken by myself, I will
do so.
If this agreement covers inventory, I will not dispose of it except in
my ordinary course of business at the fair market value for the Property, or at
a minimum price established between you and me.
If this agreement covers farm products I will provide you, at your
request, a written list of the buyers, commission merchants or selling agents to
or through whom I may sell my farm products. In addition to those parties named
on this written list, I authorize you to notify at your sole discretion any
additional parties regarding your security interest in my farm products. I
remain subject to all applicable penalties for selling my farm products in
violation of my agreement with you and the Food Security Act. In this paragraph
the terms farm products, buyers, commission merchants and selling agents have
the meanings given to them in the Federal Food Security Act of 1985.
REMEDIES - I will be in default on this security agreement if I am in default on
any note this agreement secures or if I fail to keep any promise contained in
the terms of this agreement. If I default, you have all of the rights and
remedies provided in the note and under the Uniform Commercial Code. You may
require me to make the secured property available to you at a place which is
reasonably convenient. You may take possession of the secured property and sell
it as provided by law. The proceeds will be applied first to your expenses and
then to the debt. I agree that 10 days written notice sent to my last known
address by first class mail will be reasonable notice under the Uniform
Commercial Code. My current address is on page 1. I agree to inform you in
writing of any change of my address.
FILING - A carbon, photographic or other reproduction of this security
agreement or the financing statement covering the Property described in this
agreement may be used as a financing statement where allowed by law. Where
permitted by law, you may file a financing statement which does not contain my
signature, covering the Property secured by this agreement.
(page 2 of 3)
<PAGE> 6
ADDITIONAL TERMS OF THE NOTE
DEFINITIONS - As used on pages 1 and 2, "[X]" means the terms that apply to this
loan. "I," "me" or "my" means each Borrower who signs this note and each other
person or legal entity (including guarantors, endorsers, and sureties) who
agrees to pay this note (together referred to as "us"). "You" or "your" means
the Lender and its successors and assigns.
APPLICABLE LAW - The law of the state in which you are located will govern this
agreement. Any term of this agreement which is contrary to applicable law will
not be effective, unless the law permits you and me to agree to such a
variation. If any provision of this agreement cannot be enforced according to
its terms, this fact will not affect the enforceability of the remainder of this
agreement. No modification of this agreement may be made without your express
written consent. Time is of the essence in this agreement.
PAYMENTS - Each payment I make on this note will first reduce the amount I owe
you for charges which are neither interest nor principal. The remainder of each
payment will then reduce accrued unpaid interest, and then unpaid principal. If
you and I agree to a different application of payments, we will describe our
agreement on this note. I may prepay a part of, or the entire balance of this
loan without penalty, unless we specify to the contrary on this note. Any
partial prepayment will not excuse or reduce any later scheduled payment until
this note is paid in full (unless, when I make the prepayment, you and I agree
in writing to the contrary).
INTEREST - Interest accrues on the principal remaining unpaid from time to
time, until paid in full. If I receive the principal in more than one advance,
each advance will start to earn interest only when I receive the advance. The
interest rate in effect on this note at any given time will apply to the entire
principal sum outstanding at that time. Notwithstanding anything to the
contrary, I do not agree to pay and you do not intend to charge any rate of
interest that is higher than the maximum rate of interest you could charge
under applicable law for the extension of credit that is agreed to in this note
(either before or after maturity). If any notice of interest accrual is sent
and is in error, we mutually agree to correct it, and if you actually collect
more interest than allowed by law and this agreement, you agree to refund it to
me.
INDEX RATE - The index will serve only as a device for setting the interest
rate on this note. You do not guarantee by selecting this index, or the margin,
that the interest rate on this note will be the same rate you charge on any
other loans or class of loans you make to me or other borrowers.
POST MATURITY RATE - For purposes of deciding when the "Post Maturity Rate"
(shown on page 1) applies, the term "maturity" means the date of the last
scheduled payment indicated on page 1 of this note or the date you accelerate
payment on the note, whichever is earlier.
SINGLE ADVANCE LOANS - If this is a single advance loan, you and I expect that
you will make only one advance of principal. However, you may add other amounts
to the principal if you make any payments described in the "PAYMENTS BY LENDER"
paragraph on page 2.
MULTIPLE ADVANCE LOANS - If this is a multiple advance loan, you and I expect
that you will make more than one advance of principal. If this is closed end
credit, repaying a part of the principal will not entitle me to
additional credit.
SET-OFF - I agree that you may set off any amount due and payable under this
note against any right I have to receive money from you.
"Right to receive money from you" means:
(1) any deposit account balance I have with you;
(2) any money owed to me on an item presented to you or in your
possession for collection or exchange; and
(3) any repurchase agreement or other nondeposit obligation.
"Any amount due and payable under this "note" means the total amount of
which you are entitled to demand payment under the terms of this note at the
time you set off. This total includes any balance the due date for which you
properly accelerate under this note.
If my right to receive money from you is also owned by someone who has
not agreed to pay this note, your right of set-off will apply to my interest in
the obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.
You will not be liable for the dishonor of any check when the dishonor
occurs because you set off this debt against any of my accounts. I agree to hold
you harmless from any such claims arising as a result of your exercise of your
right to set-off.
DEFAULT - I will be in default if any one or more of the following occur: (1) I
fail to make a payment on time or in the amount due; (2) I fail to keep the
Property insured, if required; (3) I fail to pay, or keep any promise, on any
debt or agreement I have with you; (4) any other creditor of mine attempts to
collect any debt I owe him through court proceedings; (5) I die, am declared
incompetent, make an assignment for the benefit of creditors, or become
insolvent (either because my liabilities exceed my assets or I am unable to pay
my debts as they become due); (6) I make any written statement or provide any
financial information that is untrue or inaccurate at the time it was provided;
(7) I do or fail to do something which causes you to believe you will have
difficulty collecting the amount I owe you; (8) any collateral securing this
note is used in a manner or for a purpose which threatens confiscation by a
legal authority; (9) I change my name or assume an additional name without first
notifying you before making such a change; (10) I fail to plant, cultivate and
harvest crops in due season; (11) any loan proceeds are used for a purpose that
will contribute to excessive erosion of highly erodible land or to the
conversion of wetlands to produce an agricultural commodity, as further
explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.
REMEDIES - If I am in default on this note you have, but are not limited to,
the following remedies:
(1) You may demand immediate payment of all I owe you under this note
(principal, accrued unpaid interest and other accrued unpaid
charges).
(2) You may set off this debt against any right I have to the payment
of money from you, subject to the terms of the "SET-OFF" paragraph
herein.
(3) You may demand security, additional security, or additional parties
to be obligated to pay this note as a condition for not using any
other remedy.
(4) You may refuse to make advances to me or allow purchases on credit
by me.
(5) You may use any remedy you have under state or federal law.
(6) You may make use of any remedy given to you in any agreement
securing this note.
By selecting any one or more of these remedies you do not give up your
right to use later any other remedy. By waiving your right to declare an event
to be a default, you do not waive your right to consider later the event a
default if it continues or happens again.
COLLECTION COSTS AND ATTORNEY'S FEES - I agree to pay all costs of collection,
replevin or any other or similar type of cost if I am in default. In addition,
if you hire an attorney to collect this note, I also agree to pay any fee you
incur with such attorney plus court costs (except where prohibited by law). To
the extent permitted by the United States Bankruptcy Code, I also agree to pay
the reasonable attorney's fees and costs you incur to collect this debt as
awarded by any court exercising jurisdiction under the Bankruptcy Code.
WAIVER - I give up my rights to require you to do certain things. I will not
require you to:
(1) demand payment of amounts due (presentment);
(2) obtain official certification of nonpayment (protest); or
(3) give notice that amounts due have not been paid (notice of
dishonor).
I waive any defenses I have based on suretyship or impairment of
collateral.
OBLIGATIONS INDEPENDENT - I understand that I must pay this note even if
someone else has also agreed to pay it (by, for example, signing this form or a
separate guarantee or endorsement). You may sue me alone, or anyone else who is
obligated on this note, or any number of us together, to collect this note. You
may without notice release any party to this agreement without releasing any
other party. If you give up any of your rights, with or without notice, it will
not affect my duty to pay this note. Any extension of new credit to any of us,
or renewal of this note by all or less than all of us will not release me
from my duty to pay it. (Of course, you are entitled to only one payment in
full.) I agree that you may at your option extend this note or the debt
represented by this note, or any portion of the note or debt, from time to time
without limit or notice and for any term without affecting my liability for
payment of the note. I will not assign my obligation under this agreement
without your prior written approval.
CREDIT INFORMATION - I agree and authorize you to obtain credit information
about me from time to time (for example, by requesting a credit report) and to
report to others your credit experience with me (such as a credit reporting
agency). I agree to provide you, upon request, any financial statement or
information you may deem necessary. I warrant that the financial statements and
information I provide to you are or will be accurate, correct and complete.
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGES 1 AND
2). I have received a copy on today's date.
AQUAPRO CORPORATION, INC.
By: PRESIDENT
--------------------------------- ----------------------------------
GEORGE S HASTINGS, JR
--------------------------------- ----------------------------------
--------------------------------- ----------------------------------
SIGNATURE FOR LENDER:
----------------------------------------------------------------------------
(page 3 of 3)
<PAGE> 7
AGREEMENT TO PROVIDE INSURANCE
DATE AND PARTIES. The date of this Agreement to Provide Insurance (Agreement)
is 4/20/2000. The parties and their addresses are:
OWNER: AQUAPRO CORPORATION SECURED PARTY: COMMUNITY BANK
1100 HIGHWAY 3 INDIANOLA, MISSISSIPPI
SUNFLOWER MS 38778 147 HWY 82E
INDIANOLA, MS 38751
The pronouns "you" and "your" refer to the Secured Party. The pronouns "I," "me"
and "my" refer to each person or entity signing this Agreement as Owner.
1. LOAN, LEASE, OR CONTRACT DESCRIPTION (Loan).
A. Date: 4/20/2000
B. Loan Number: 4272795
C. Loan Amount: $800,000.00
D. Additional Information:
2. AGREEMENT TO PROVIDE INSURANCE. As part of my Loan, I agree to do all of the
following (in addition to any requirements specified in the Loan documents).
A. I will insure the Property as listed and with the coverages shown in the
COVERAGES section.
B. I will have you named on the policy, with the status listed under the
STATUS section.
C. I will arrange for the insurance company to notify you that the policy
is in effect and your status has been noted.
D. I will pay for this insurance, including any fee for this endorsement.
E. I will keep the insurance in effect until the Property is no longer
subject to your security interest. (I understand that the Property may
secure debts in addition to any listed in the LOAN DESCRIPTION section.)
3. DESCRIPTION OF PROPERTY. The Property subject to this Agreement is described
as follows.
ALL MISC EQUIPMENT
4. COVERAGES. I agree to insure the Property according to the following
described risks, amount of coverage, and maximum deductible allowed.
[ ] If checked, all coverages will be for the full replacement value of the
Property.
HOMEOWNER'S COVERAGE. [ ] H.O. [ ] Other (Describe)
------------------
----------------------------------------------------------------------------
Insurable Value: Deductible:
AUTOMOBILE COVERAGES. [ ] Fire [ ] Theft [ ] Collision
[ ] Comprehensive [ ] Liability [ ] Other ___________________________
Insurable Value: Deductible:
PROPERTY COVERAGE. [ ] Fire [ ] Theft [ ] Collision
[ ] Comprehensive [ ] Liability [ ] Other ___________________________
Insurable Value: Deductible:
5. STATUS. Your status shall be listed on the insurance policy as follows.
[X] Lienholder [ ] Certificate Holder [ ] Additional Insured
[ ] Mortgagee [ ] Other _______________________________________________
6. ADDITIONAL TERMS.
7. INSURANCE COMPANY. The insurance policy covering the Property and the
insurance company issuing the policy are as follows.
A. Policy Number: CMA 0035654897 Effective From 10/11/99 To 10/11/00
B. Insurance Company Name, Address, and Phone Number:
ASSURANCE COMPANY OF AMERICA
ZURICH GROUP
2829 LAKELAND DRIVE JACKSON, MS 39208
601-956-5810
8. INSURANCE AGENCY AND AGENT. The insurance agency through which I have
purchased, or intend to purchase, the required insurance is as follows:
A. Agent Name: ____________________________________________________________.
B. Agency Name, Address, and Phone Number:
MARTIN GORDON & JONES, INC.
P O BOX 16447
JACKSON, MS 39236-6447
601-956-5810
9. SIGNATURES.
--------------------------------------------------------------------------------
SIGNATURES FOR OWNER(S) AND AUTHORIZATION TO INSURANCE AGENT AND COMPANY. By
signing below, I agree to the terms contained in this Agreement and
acknowledge receipt of a copy of this Agreement. I request the listed
insurance company and agency to provide the indicated coverage and list you
on the policy with the indicated status. I also request the insurance company
or its authorized agent to immediately confirm that the policy is in effect
by signing this form and forwarding a copy of the policy to you.
X /s/
---------------------------------------------------- ------------------
Date
X
---------------------------------------------------- ------------------
Date
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SIGNATURE FOR SECURED PARTY AND REQUEST FOR CONFIRMATION. Upon receipt of
this Agreement, the insurance company or agency named above is requested to
confirm the policy coverages shown above.
By X /s/
---------------------------------------------------- ------------------
Date
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SIGNATURE FOR INSURANCE COMPANY AND CONFIRMATION. By signing below, Insurance
Company confirms the existence of the insurance coverages agreed to be
provided by our insured and that you will be notified not less than 10 days
before cancellation.
-----------------------------------------------------------------------------
Insurance Company
By X
---------------------------------------------------- ------------------
Date
--------------------------------------------------------------------------------
Please return to Secured Party at the address listed in the DATE AND PARTIES
section.
<PAGE> 8
SECURITY AGREEMENT 4272795
(COLLATERAL PLEDGE AGREEMENT)
DATE April 20, 2000
<TABLE>
<S> <C> <C> <C>
DEBTOR CIRCLE CREEK AQUACULTURE, LP, V SECURED COMMUNITY BANK,
PARTY INDIANOLA, MISSISSIPPI
BUSINESS
OR
RESIDENCE 1100 HIGHWAY 3 ADDRESS 147 HWY 82E
ADDRESS
CITY, CITY,
STATE & STATE &
ZIP CODE SUNFLOWER, MS 38778 ZIP CODE INDIANOLA, MS 38751
</TABLE>
1. SECURITY INTEREST AND COLLATERAL. To secure (check one):
[X] the payment and performance of each and every debt, liability and
obligation of every type and description which Debtor may now or at any time
hereafter owe to Secured Party (whether such debt, liability or obligation
now exists or is hereafter created or incurred, and whether it is or may be
direct or indirect, due or to become due, absolute or contingent, primary or
secondary, liquidated or unliquidated, or joint, several or joint and
several; all such debts, liabilities and obligations being herein
collectively referred to as the "Obligations"),
[ ] the debt, liability or obligation of the Debtor to secured party
evidenced by the following:
_______________________________________________, and any extensions,
renewals or replacements thereof (herein referred to as the "Obligations"),
Debtor hereby grants Secured Party a security interest (herein called the
"Security Interest") in (check one):
[ ] all property of any kind now or at any time hereafter owned by Debtor,
or in which Debtor may now or hereafter have an interest, which may now be
or may at any time hereafter come into the possession or control of Secured
Party or into the possession or control of Secured Party's agents or
correspondents, whether such possession or control is given for collateral
purposes or for safekeeping, together with all rights in connection with
such property (herein called the "Collateral"),
[X] the property owned by Debtor and held by Secured Party that is described
as follows:
448 SHARES FISHCO INC STOCK CERTIFICATE #556 IN THE NAME OF
CIRCLE CREEK AQUACULTURE, LP, V
together with all rights in connection with such property (herein called the
"Collateral").
2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtor represents, warrants and
covenants that:
(a) Debtor will duly endorse, in blank, each and every instrument
constituting Collateral by signing on said instrument or by signing a separate
document of assignment or transfer, if required by Secured Party.
(b) Debtor is the owner of the Collateral free and clear of all liens,
encumbrances, security interests and restrictions, except the Security Interest
and any restrictive legend appearing on any instrument constituting Collateral.
(c) Debtor will keep the Collateral free and clear of all liens,
encumbrances and security interests, except the Security Interest.
(d) Debtor will pay, when due, all taxes and other governmental charges
levied or assessed upon or against any Collateral.
(e) At any time, upon request by Secured Party, Debtor will deliver to
Secured Party all notices, financial statements, reports or other
communications received by Debtor as an owner or holder of the Collateral.
(f) Debtor will upon receipt deliver to Secured Party in pledge as
additional Collateral all securities distributed on account of the Collateral
such as stock dividends and securities resulting from stock splits,
reorganizations and recapitalizations.
THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON PAGE 2 HEREOF,
ALL OF WHICH ARE MADE A PART HEREOF.
CIRCLE CREEK AQUACULTURE, LP, V
/s/
-------------------------------------------
Debtor's Name
By /s/
-----------------------------------------
GEORGE S HASTING, JR
Title:
-------------------------------------
By
-----------------------------------------
Title:
-------------------------------------
(page 1 of 2)
<PAGE> 9
ADDITIONAL PROVISIONS
3. RIGHTS OF SECURED PARTY. Debtor agrees that Secured Party may at any time,
whether before or after the occurrence of an Event of Default and without
notice or demand of any kind, (i) notify the obligor on or issuer of any
Collateral to make payment to Secured Party of any amounts due or distributable
thereon, (ii) in Debtor's name or Secured Party's name enforce collection of
any Collateral by suit or otherwise, or surrender, release or exchange all or
any part of it, or compromise, extend or renew for any period any obligation
evidenced by the Collateral, (iii) receive all proceeds of the Collateral, and
(iv) hold any increase or profits received from the Collateral as additional
security for the Obligations, except that any money received from the
Collateral shall, at Secured Party's option, be applied in reduction of the
Obligations, in such order of application as Secured Party may determine, or be
remitted to Debtor.
4. EVENTS OF DEFAULT. Each of the following occurrences shall constitute an
event of default under this Agreement (herein called "Event of Default"); (i)
Debtor shall fail to pay any or all of the Obligations when due or (if payable
on demand) on demand, or shall fail to observe or perform any covenant or
agreement herein binding on it; (ii) any representation or warranty by Debtor
set forth in this Agreement or made to Secured Party in any financial
statements or reports submitted to Secured Party by or on behalf of Debtor
shall prove materially false or misleading; (iii) a garnishment summons or a
writ of attachment shall be issued against or served upon the Secured Party for
the attachment of any property of the Debtor or any indebtedness owing to
Debtor; (iv) Debtor or any guarantor of any Obligation shall (A) be or become
insolvent (however defined); (B) voluntarily file, or have filed against it
involuntarily, a petition under the United States Bankruptcy Code; or (C) if a
corporation, partnership or organization, be dissolved or liquidated or, if a
partnership, suffer the death of a partner or, if an individual, die; or (D)
go out of business; (v) Secured Party shall in good faith believe that the
value then realizable by collection or disposition of the Collateral, after
deduction of expenses of collection and disposition, is less than the aggregate
unpaid balance of all Obligations then outstanding; (vi) Secured Party shall in
good faith believe that the prospect of due and punctual payment of any or all
of the Obligations is impaired.
5. REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of Default
and at any time thereafter, Secured Party may exercise any one or more of the
following rights or remedies: (i) declare all unmatured Obligations to be
immediately due and payable, and the same shall thereupon be immediately due
and payable, without presentment or other notice or demand; (ii) exercise all
voting and other rights as a holder of the Collateral; (iii) exercise and
enforce any or all rights and remedies available upon default to a secured
party under the Uniform Commercial Code, including the right to offer and sell
the Collateral privately to purchasers who will agree to take the Collateral
for investment and not with a view to distribution and who will agree to the
imposition of restrictive legends on the certificates representing the
Collateral, and the right to arrange for a sale which would otherwise qualify
as exempt from registration under the Securities Act of 1933; and if notice to
Debtor of any intended disposition of the Collateral or any other intended
action is required by law in a particular instance, such notice shall be deemed
commercially reasonable if given at least 10 calendar days prior to the date of
intended disposition or other action; (iv) exercise or enforce any or all other
rights or remedies available to Secured Party by law or agreement against the
Collateral, against Debtor or against any other person or property. Upon the
occurrence of the Event of Default described in Section 4 (iv) (B), all
Obligations shall be immediately due and payable without demand or notice
thereof.
6. MISCELLANEOUS. Any disposition of the Collateral in the manner provided in
Section 5 shall be deemed commercially reasonable. This Agreement can be
waived, modified, amended, terminated or discharged, and the Security Interest
can be released, only explicitly in a writing signed by Secured Party. A waiver
signed by Secured Party shall be effective only in the specific instance and
for the specific purpose given. Mere delay or failure to act shall not preclude
the exercise or enforcement of any of Secured Party's rights or remedies. All
rights and remedies of Secured Party shall be cumulative and may be exercised
singularly or concurrently, at Secured Party's option, and the exercise or
enforcement of any one such right or remedy shall neither be a condition to nor
bar the exercise or enforcement of any other. All notices to be given to Debtor
shall be deemed sufficiently given if delivered or mailed by registered or
certified mail, postage prepaid, to Debtor at its address set forth above or at
the most recent address shown on Secured Party's records. Secured Party's duty
of care with respect to Collateral in its possession (as imposed by law) shall
be deemed fulfilled if Secured Party exercises reasonable care in physically
safekeeping such Collateral or, in the case of Collateral in the custody or
possession of a bailee or other third person, exercises reasonable care in the
selection of the bailee or other third person, and Secured Party need not
otherwise preserve, protect, insure or care for any Collateral. Secured Party
shall not be obligated to preserve any rights Debtor may have against prior
parties, to exercise at all or in any particular manner any voting rights which
may be available with respect to any Collateral, to realize on the Collateral
at all or in any particular manner or order, or to apply any cash proceeds of
Collateral in any particular order of application. Debtor will reimburse
Secured Party for all expenses (including reasonable attorney's fees and legal
expenses) incurred by Secured Party in the protection, defense or enforcement
of the Security Interest, including expenses incurred in any litigation or
bankruptcy or insolvency proceedings. This Agreement shall be binding upon and
inure to the benefit of Debtor and Secured Party and their respective heirs,
representatives, successors and assigns and shall take effect when signed by
Debtor and delivered to Secured Party, and Debtor waives notice of Secured
Party's acceptance hereof. This Agreement shall be governed by laws of the
state in which it is executed and, unless the context otherwise requires, all
terms used herein which are defined in Articles 1 and 9 of the Uniform
Commercial Code, as in effect in said state, shall have the meanings therein
stated. If any provision or application of this Agreement is held unlawful or
unenforceable in any respect, such illegality or unenforceability shall not
affect other provisions or applications which can be given effect, and this
Agreement shall be construed as if the unlawful or unenforceable provision or
application had never been contained herein or prescribed hereby. All
representations and warranties contained in this Agreement shall survive the
execution, delivery and performance of this Agreement and the creation and
payment of the Obligations. If this Agreement is signed by more than one person
as Debtor, the term "Debtor" shall refer to each of them separately and to both
or all of them jointly, all such persons shall be bound both severally and
jointly with the other(s); and the Obligations shall include all debts,
liabilities and obligations owed to Secured Party by a Debtor solely or by both
or several or all Debtors jointly or jointly and severally, and all property
described in Section 1 shall be included as part of the Collateral, whether it
is owned jointly by both or all Debtors or is owned in whole or in part by one
(or more) of them.
(page 2 of 2)
<PAGE> 10
4272795
THIRD PARTY PLEDGE AGREEMENT
DATE April 20, 2000
--------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SECURED COMMUNITY BANK,
PLEDGOR CIRCLE CREEK AQUACULTURE, LP V PARTY INDIANOLA, MISSISSIPPI
BUSINESS OR 1100 HWY 3 ADDRESS 147 HWY 82E
RESIDENCE ADDRESS
CITY STATE & SUNFLOWER, MS 38778 CITY, STATE & INDIANOLA, MS 38751
ZIP CODE ZIP CODE
</TABLE>
1. SECURITY INTEREST AND COLLATERAL. To secure (check one):
[X] the payment and performance of each and every debt, liability and
obligation of every type and description which AQUAPRO CORPORATION
("DEBTOR") may now or at any time hereafter owe to Secured Party
(whether such debt, liability or obligation now exists or is hereafter
created or incurred, and whether it is or may be direct or indirect, due
or to become due, absolute or contingent, primary or secondary,
liquidated or unliquidated, or joint, several or joint and several; all
such debts, liabilities and obligations being herein collectively
referred to as the "Obligations"),
[ ] the debt, liability or obligation of _________________________________
_________________ ("Debtor") to Secured Party evidenced by or arising
under the following ________________________________________________,
and any extensions, renewals or replacements thereof (herein referred to
as the "Obligations"), Pledgor hereby grants Secured Party a security
interest (herein called the "Security Interest") in (check one):
[ ] all property of any kind now or at any time hereafter owned by Pledgor,
or in which Pledgor may now or hereafter have an interest, which may now
be or may at any time hereafter come into the possession or control of
Secured Party or into the possession or control of Secured Party's
agents or correspondents, whether such possession or control is given
for collateral purposes or for safekeeping, together with all proceeds
of and other rights in connection with such property (herein called the
"Collateral").
[X] the property owned by Pledgor and held by Secured Party that is
described as follows: 448 SHARES OF FISHCO INC STOCK #556, together with
all rights in connection with that property (herein called the
"Collateral").
2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Pledgor represents, warrants and
covenants that:
(a) Pledgor will duly endorse, in blank, each and every instrument
constituting Collateral by signing on said instrument or by signing a separate
document of assignment or transfer, if required by Secured Party.
(b) Pledgor is the owner of the Collateral free and clear of all liens,
encumbrances, security interests and restrictions, except the Security Interest
and any restrictive legend appearing on any instrument constituting Collateral.
(c) Pledgor will keep the Collateral free and clear of all liens,
encumbrances and security interests, except the Security Interest.
(d) Pledgor will pay, when due, all taxes and other governmental charges
levied or assessed upon or against any Collateral.
(e) At any time, upon request by Secured Party, Pledgor will deliver to
Secured Party all notices, financial statements, reports or other
communications received by Pledgor as an owner or holder of the Collateral.
(f) Pledgor will upon receipt deliver to Secured Party in pledge as
additional Collateral all securities distributed on account of the Collateral
such as stock dividends and securities resulting from stock splits,
reorganizations and recapitalizations.
3. RIGHTS OF SECURED PARTY. Pledgor agrees that Secured Party may at any time,
whether before or after the occurrence of an Event of Default and without
notice or demand of any kind, (i) notify the obligor on or issuer of any
Collateral to make payment to Secured Party of any amounts due or
distributable thereon, (ii) in Pledgor's name or Secured Party's name
enforce collection of any Collateral by suit or otherwise, or surrender,
release or exchange all or any part of it, or compromise, extend or renew
for any period any obligation evidenced by the Collateral, (iii) receive all
proceeds of the Collateral, and (iv) hold any increase or profits received
from the Collateral as additional security for the Obligations, except that
any money received from the Collateral shall, at Secured Party's option, be
applied in reduction of the Obligations, in such order of application as
Secured Party may determine, or be remitted to Debtor.
THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON PAGE 2 HEREOF,
ALL OF WHICH ARE MADE A PART HEREOF.
CIRCLE CREEK AQUACULTURE, LP V
---------------------------------
Pledgor's Name
By /s/ George S. Hastings, Jr.
------------------------------
GEORGE S. HASTINGS, JR.
Title:
--------------------------
By
------------------------------
Title:
--------------------------
(page 1 of 2)
<PAGE> 11
ADDITIONAL PROVISIONS
4. EVENTS OF DEFAULT. Each of the following occurrences shall constitute an
event of default under this Agreement (herein called "Event of Default"): (i)
Debtor shall fail to pay any or all of the Obligations when due or (if payable
on demand) on demand; (ii) Pledgor shall fail to observe or perform any covenant
or agreement herein binding on Pledgor; (iii) any representation or warranty by
Pledgor set forth in this Agreement or made to Secured Party in any financial
statement or report submitted to Secured Party by or on behalf of Debtor shall
prove materially false or misleading; (iv) Debtor shall voluntarily file or have
involuntarily filed against it a petition under the United States Bankruptcy
Code.
5. REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of Default
and at any time thereafter, Secured Party may exercise any one or more of the
following rights or remedies: (i) declare all unmatured Obligations to be
immediately due and payable, and the same shall thereupon be immediately due and
payable, without presentment or other notice on demand; (ii) exercise all voting
and other rights as a holder of the Collateral; (iii) exercise and enforce any
or all rights and remedies available upon default to a secured party under the
Uniform Commercial Code, including the right to offer and sell the Collateral
privately to purchasers who will agree to take the Collateral for investment and
not with a view to distribution and who will agree to the imposition of
restrictive legends on the certificates representing the Collateral, and the
right to arrange for a sale which would otherwise qualify as exempt from
registration under the Securities Act of 1933; and if notice to Pledgor of any
intended disposition of the Collateral or any other intended action is required
by law in a particular instance, such notice shall by deemed commercially
reasonable if given at least 10 calendar days prior to the date of intended
disposition or other action; (iv) exercise or enforce any or all other rights or
remedies available to Secured Party by law or agreement against the Collateral,
against Pledgor or against any other person or property. Upon the occurrence of
the Event of Default described in Section 4 (iv); all Obligations shall be
immediately due and payable without demand or notice thereof.
6. WAIVERS BY PLEDGOR. Pledgor waives notice of Secured Party's acceptance
hereof and notice of the creation, existence and payment or nonpayment of the
Obligations. None of the following acts or things (which Secured Party is
authorized to do or not to do with or without notice to Pledgor) shall in any
way affect or impair the Security Interest or Pledgor's liabilities and
obligations hereunder; (a) any extension or renewal (whether or not for longer
than the original period) of any or all of the Obligations; (b) any change in
the terms of payment or other terms of any or all of the Obligations or any
Collateral therefor, or any substitution or exchange of any evidence of any or
all of the Obligations or Collateral therefor, or any release of any Collateral
for any or all of the Obligations; (c) any waiver or forbearance granted to
Debtor or any other person liable with respect to any or all of the Obligations
or any release of, compromise with, or failure to assert rights against Debtor
or any such other person; (d) the procurement or failure to procure any other
Collateral for or guarantors or sureties of any or all of the Obligations; (e)
the transfer to any person, at any time, of any interest in any of the
Obligations or any Collateral therefor; (f) any arrangement, composition,
extension, moratoria or other relief granted to Debtor pursuant to any statute
now in force or hereafter enacted; (g) any interruption in business relations
between Secured Party and Debtor; (h) the failure or neglect to protect or
preserve any Obligation or any Collateral therefor, or to exercise any right
which may be available to Secured Party by law or agreement prior to or after an
Event of Default or a default under any other agreement, or any delay in doing
any of the foregoing; (i) the failure or neglect to ascertain or assure that the
proceeds of any loan to Debtor are used in any particular manner; and (j) the
application or failure to apply in any particular manner any payments or credits
upon the Obligations.
7. OTHER COLLATERAL. Whether or not Pledgor requests or demands that Secured
Party do so, Secured Party shall not be required before exercising and
enforcing its rights under this Agreement first to resort for payment of the
Obligations to Debtor or to any guarantor or surety or other person obligated
with respect to any Obligation, or to their properties or estates, or to any
security interest or other collateral securing payment of any or all of the
Obligations, or to any other interest, properties, liens, rights or remedies
whatsoever. Pledgor agrees to defer exercising, and hereby waives, any and all
rights which Pledgor might otherwise have to obtain reimbursement or payment
from Debtor or other persons obligated with respect to any or all of the
Obligations or out of the property of Debtor or of such other persons whether
such rights to obtain reimbursement or payment are rights or recourse, rights of
subrogation, rights of contribution, or otherwise) until all the Obligations
shall have been fully paid to Secured Party.
8. MISCELLANEOUS. Any disposition of the Collateral in the manner provided in
Section 5 shall be deemed commercially reasonable. This Agreement can be waived,
modified, amended, terminated or discharged, and the Security Interest can be
released, only explicitly in a writing signed by Secured Party. A waiver signed
by Secured Party shall be effective only in the specific instance and for the
specific purpose given. Mere delay or failure to act shall not preclude the
exercise or enforcement of any Secured Party's rights or remedies. All rights
and remedies of Secured Party shall be cumulative and may be exercised
singularly or concurrently, at Secured Party's option, and the exercise or
enforcement of any one such right or remedy shall neither be a condition to nor
bar the exercise or enforcement of any other. All notices to be given to Pledgor
shall be deemed sufficiently given if delivered or mailed by registered or
certified mail, postage prepaid, to Pledgor at its address set forth above or at
the most recent address shown on Secured Party's records. Secured Party's duty
of care with respect to Collateral in its possession (as imposed by law) shall
be deemed fulfilled if Secured Party exercises reasonable care in physically
safekeeping such Collateral or, in the case of Collateral in the custody or
possession of a bailee or other third person, exercises reasonable care in the
selection of the bailee or other third person, and Secured Party need not
otherwise preserve, protect, insure or care for any Collateral. Secured Party
shall not be obligated to preserve any rights Pledgor may have against prior
parties, to exercise at all or in any particular manner any voting rights which
may be available with respect to any Collateral, to realize on the Collateral at
all or in any particular manner or order, or to apply any cash proceeds of
Collateral in any particular order of application. Pledgor will reimburse
Secured Party for all expenses (including reasonable attorneys' fees and legal
expenses) incurred by Secured Party in the protection, defense or enforcement of
the Security Interest, including expenses incurred in any litigation or
bankruptcy or insolvency proceedings. This Agreement shall be binding upon and
inure to the benefit of Pledgor and Secured Party and their respective heirs,
representatives, successors and assigns and shall take effect when signed by
Pledgor and delivered to Secured Party. Except to the extent otherwise required
by law, this Agreement shall be governed by the laws of the state in which it is
executed and, unless the context otherwise requires, all terms used herein which
are defined in Articles 1 and 9 of the Uniform Commercial Code, as in effect in
said state, shall have the meanings therein stated. If any provision or
application of this Agreement is held unlawful or unenforceable in any respect,
such illegality or unenforceability shall not affect other provisions or
applications which can be given effect, and this Agreement shall be construed as
if the unlawful or enforceable provision or application had never been contained
herein or prescribed hereby. All representations and warranties contained in
this Agreement shall survive the execution, delivery and performance of this
Agreement and the creation and payment of the Obligations. If this Agreement is
signed by more than one person as Pledgor, the term "Pledgor" shall refer to
each of them separately and to both or all of them jointly; all such persons
shall be bound both severally and jointly with the other(s); and all property
described in Section 1 shall be included as part of the Collateral, whether it
is owned jointly by both or all Pledgors or is owned in whole or in part by one
(or more) of them.
(page 2 of 2)
<PAGE> 12
COLLATERAL RECEIPT
DATE: 4/20/00 4272795
-------------------------------------------------------------------------------
RECEIVED FROM: LENDER:
AQUAPRO CORPORATION COMMUNITY BANK,
1100 HIGHWAY 3 INDIANOLA, MISSISSIPPI
SUNFLOWER MS 38778 0000 147 HWY 82E
INDIANOLA, MS 38751
-------------------------------------------------------------------------------
THE COLLATERAL LISTED AS SECURITY IS FOR PAYMENT OF:
NOTE NO: 4272795 DATED: 4/20/00 PRINCIPAL OF 800,000.00
------- ------- ----------
<TABLE>
<CAPTION>
MATURITY MARKET VALUE
DOC. NO. DESCRIPTION OF COLLATERAL (if any) (on date received) MEMO
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
556 FISHCO INC STOCK 80,640.00 448 SHARES @ 180
</TABLE>
<TABLE>
<S> <C> <C>
I hereby acknowledge initial delivery to I hereby acknowledge return and receipt of NOTE: This receipt is not negotiable,
lender on the above date of all collateral all collateral described herein. and is subject to all subsequent
described herein. substitutions for, or additions to
the herein described collateral,
Grantor /s/ Grantor which may hereafter be made according
---------------------------------- ----------------------------------- to the terms and conditions contained
(Signature) (Signature) in the collateral agreement of note
herein described. This receipt should
Lender /s/ Date be presented upon withdrawal of,
----------------------------------- --------------------------------------- substitutions for, or additions to
the herein described collateral.
By
---------------------------------------
(Signature)
-----------------------------------------------------------------------------------------------------------------------------------
(page 1 of 1)
</TABLE>
<PAGE> 13
<TABLE>
<S> <C> <C>
|------------------------------------|------------------------------------------|------------------------------------------------|
| AQUAPRO CORPORATION | COMMUNITY BANK, | |
| 1100 HIGHWAY 3 | INDIANOLA, MISSISSIPPI | Loan Number 4272944 |
| SUNFLOWER MS 38778 | 147 HWY 82E | ------------------- |
| | INDIANOLA, MS 38751 | Date 4/20/00 |
| | | --------------------------- |
| | | Maturity Date 3/15/01 |
| | | ------------------ |
| | | Loan Amount $ 900,000.00 |
| | | ------------------ |
| | | Renewal of |
| BORROWER'S NAME AND ADDRESS | LENDER'S NAME AND ADDRESS | --------------------- |
| "I" includes each borrower | "You" means the lender, its successors | JJR/LAV |
| above, jointly and severally. | and assigns. | |
|------------------------------------|------------------------------------------|------------------------------------------------|
</TABLE>
For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of NINE HUNDRED THOUSAND AND NO/100 Dollars
$ 900,000.00
[ ] SINGLE ADVANCE: I will receive all of this principal sum on _____________ .
No additional advances are contemplated under this note.
[X] MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On 4/20/00 I will receive the amount
of $ ______________ and future principal advances are contemplated.
CONDITIONS: The conditions for future advances are UPON CUSTOMER REQUEST
AND AT BANK'S DISCRETION.
[X] OPEN END CREDIT: You and I agree that I may borrow up to the maximum
principal sum more than one time. This feature is subject to all
other conditions and expires on 3/15/01.
[ ] CLOSED END CREDIT: You and I agree that I may borrow (subject to all
other conditions) up to the maximum principal sum only one time.
INTEREST: I agree to pay interest on the outstanding principal balance from
4/20/00 at the rate of 10.650% per year until INDEX RATE CHANGES.
[X] VARIABLE RATE: This rate may then change as stated below.
[X] INDEX RATE: The future rate will be 1.650% ABOVE the following index
rate: NEW YORK CONSENSUS PRIME RATE AS PUBLISHED IN THE WALL STREET
JOURNAL
[ ] NO INDEX: The future rate will not be subject to any internal or
external index. It will be entirely in your control.
[X] FREQUENCY AND TIMING: The rate on this note may change as often as
DAILY.
A change in the interest rate will take effect DAILY.
[ ] LIMITATIONS: During the term of this loan, the applicable annual
interest rate will not be more than _______% or less than _______%.
The rate may not change more than _______% each ________.
EFFECT OF VARIABLE RATE: A change in the interest rate will have the
following effect on the payments:
[ ] The amount of each scheduled payment will change.
[X] The amount of the final payment will change.
[ ] ___________________________________________________________________ .
ACCRUAL METHOD: Interest will be calculated on a ACTUAL/365 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
[X] on the same fixed or variable rate basis in effect before maturity
(as indicated above).
[ ] at a rate equal to ________________________________________________ .
[X] LATE CHARGE: If a payment is made more than 15 days after it is due, I
agree to pay a late charge of 4% OF THE PAYMENT OR $5.00 WHICHEVER IS
GREATER WITH A MAX. OF $50.00.
[X] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which [X] are [ ] are not included in the principal amount above:
FILING FEE ATTORNEY FEE APPRAISAL FEE
PAYMENTS: I agree to pay this note as follows: DOCUMENTATION 50.00
[X] INTEREST: I agree to pay accrued interest WITH THE PRINCIPAL.
[X] PRINCIPAL: I agree to pay the principal AT MATURITY.
[ ] INSTALLMENTS: I agree to pay this note in _______ payments. The first
payment will be in the amount of $ _________ and will be due _____________ .
A payment of $ __________ will be due _____________________________________
thereafter. The final payment of the entire unpaid balance of principal and
interest will be due______________________________________________________ .
PURPOSE: The purpose of this loan is 2000 CATFISH FEED LINE.
ADDITIONAL TERMS:
I/WE DO HEREBY AGREE THAT THIS LOAN IS FURTHER SECURED BY S/A AND
FINANCING STATEMENTS DATED 4/20/00 (#4272795) COV PROPERTY LOCATED IN
SUNFLOWER, BOLIVAR AND LEFLORE COUNTIES; ASSN OF FISHCO INC STOCK;
BLANKET LIEN ON ALL MISC EQUIPMENT; ASSN OF KEY MAN LIFE INSURANCE
POLICIES ON GEORGE S HASTINGS JR AND RANDLE WILLOUGHBY AND AN ASSN OF
ALL CATFISH/FISH INVENTORY INCLUDING ALL FOOD FISH, STOCKERS AND
FINGERLINGS
I AGREE TO PAY A MINIMUM INTEREST CHARGE OF $10.00 IF I PAY THIS LOAN
OFF BEFORE YOU HAVE EARNED THAT MUCH INTEREST.
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UNIVERSAL NOTE AND SECURITY AGREEMENT (page 1 of 3)
<PAGE> 14
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SECURITY
SECURITY INTEREST: I give you a security interest in all of the Property described below that I now own and that I may own in the
future (including, but not limited to, all parts, accessories, repairs, improvements, and accessions to the Property), wherever
the Property is or may be located, and all proceeds and products from the Property.
[X] INVENTORY: All inventory which I hold for ultimate sale or lease, or which has been or will be supplied under contracts of
service, or which are raw materials, work in process, or materials used in my business.
[X] EQUIPMENT: All equipment including, but not limited to, all machinery, vehicles, furniture, fixtures, manufacturing
equipment, farm machinery and equipment, shop equipment, office and recordkeeping equipment, and parts and tools. All
equipment described in a list or schedule which I give to you will also be included in the secured property, but such a
list is not necessary for a valid security interest in my equipment.
[X] FARM PRODUCTS: All farm products including, but not limited to:
(a) all poultry and livestock and their young, along with their products, produce and replacements;
(b) all crops, annual or perennial, and all products of the crops; and
(c) all feed, seed, fertilizer, medicines, and other supplies used or produced in my farming operations.
[X] ACCOUNTS, INSTRUMENTS, DOCUMENTS, CHATTEL PAPER AND OTHER RIGHTS TO PAYMENT: All rights I have now and that I may have in
the future to the payment of money including, but not limited to:
(a) payment for goods and other property sold or leased or for services rendered, whether or not I have earned such payment
by performance, and
(b) rights to payment arising out of all present and future debt instruments, chattel paper and loans and obligations
receivable.
The above include any rights and interests (including all liens and security interests) which I may have by law or agreement
against any account debtor or obligor of mine.
[X] GENERAL INTANGIBLES: All general intangibles including, but not limited to, tax refunds, applications for patents, patents,
copyrights, trademarks, trade secrets, good will, trade names, customer lists, permits and franchises, and the right to use
my name.
[ ] GOVERNMENT PAYMENTS AND PROGRAMS: All payments, accounts, general intangibles, or other benefits (including, but not limited
to, payments in kind, deficiency payments, letters of entitlement, warehouse receipts, storage payments, emergency assistance
payments, diversion payments, and conservation reserve payments) in which I now have and in the future may have any rights or
interest and which arise under or as a result of any preexisting, current or future Federal or state governmental program
(including, but not limited to, all programs administered by the Commodity Credit Corporation and the ASCS).
[X] THE SECURED PROPERTY INCLUDES, BUT IS NOT LIMITED BY, THE FOLLOWING:
COLLATERAL ALREADY OWNED BY DEBTOR AS FOLLOWS: S/A DATED 04/20/00 (#4272795) SECURED BY 1ST D/T
COV APPROX 275 ACRES LOC IN SUNFLOWER CTY KNOWN AS CIRCLE CREEK I; 1ST D/T COV APPROX 278 ACRES IN
LEFLORE CTY KNOWN AS CIRCLE CREEK 2; 2ND D/T COV APPROX 1167 ACRES LOC IN SUNFLOWER, BOLIVAR &
LEFLORE COUNTIES KNOWN AS CIRCLE CREEK 3, 4, 6, 7 & 8 ASSN OF 448 SHARES OF FISHCO, INC STOCK CERT #556
IN THE NAME OF THE AQUAPRO CORPORATION;
BLANKET LIEN COV ALL MISC EQUIPMENT NOT LIMITED TO AND INCLUDING ALL FUTURE PURCHASES &
REPLACEMENTS. ASSN OF ALL CATFISH/FISH INVENTORY INCLUDING BUT NOT LIMITED TO FOOD FISH,
FINGERLINGS & STOCKERS & ANY & ALL PROCEEDS & REBATES FROM SALE OF CATFISH/FISH. ASSN OF
LIFE INSURANCE POLICY #5349510, INSURING RANGLE WILLOUGHBY & POLICY #VIFB022778 INSURING
GEORGE S HASTINGS, JR.
If this agreement covers timber to be cut, minerals (including oil and gas), fixtures or crops growing or to be grown, the
description of the real estate is:
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[ ] If checked, file this agreement on the real estate records. Record owner (if not me)
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The Property will be used for a [ ] personal [ ] business [X] agricultural [ ] purpose.
---------------------------------
ADDITIONAL TERMS OF THE SECURITY AGREEMENT
GENERALLY - This agreement secures this note and any other debt I have with you, now or later. However, it will not secure other
debts if you fail with respect to such other debts, to make any required disclosure about this security agreement or if you fail to
give any required notice of the right of rescission. If property described in this agreement is located in another state, this
agreement may also, in some circumstances, be governed by the law of the state in which the Property is located.
OWNERSHIP AND DUTIES TOWARD PROPERTY - I represent that I own all of the Property, or to the extent this is a purchase money
security interest I will acquire ownership of the Property with the proceeds of the loan. I will defend it against any other claim.
Your claim to the Property is ahead of the claims of any other creditor. I agree to do whatever you require to protect your security
interest and to keep your claim in the Property ahead of the claims of other creditors. I will not do anything to harm your
position.
I will keep books, records and accounts about the Property and my business in general. I will let you examine these
records at any reasonable time. I will prepare any report or accounting you request, which deals with the Property.
I will keep the Property in my possession and will keep it in good repair and use it only for the purpose(s) described on
page 1 of this agreement. I will not change this specified use without your express written permission. I represent that I am the
original owner of the Property and, if I am not, that I have provided you with a list of prior owners of the Property.
I will keep the Property at my address listed on page 1 of this agreement, unless we agree I may keep it at another
location. If the Property is to be used in another state, I will give you a list of those states. I will not try to sell the
Property unless it is inventory or I receive your written permission to do so. If I sell the Property I will have the payment made
payable to the order of you and me.
You may demand immediate payment of the debt(s) if the debtor is not a natural person and without your prior written
consent; (1) a beneficial interest in the debtor is sold or transferred, or (2) there is a change in either the identity or number
of members of a partnership, or (3) there is a change in ownership of more than 25 percent of the voting stock of a corporation.
I will pay all taxes and charges on the Property as they become due. You have the right of reasonable access in order to
inspect the Property. I will immediately inform you of any loss or damage to the Property.
If I fail to perform any of the duties under this security agreement, or any mortgage, deed of trust, lien or other
security interest, you may without notice to me perform the duties or cause them to be performed. Your right to perform for me
shall not create an obligation to perform and your failure to perform will not preclude you from exercising any of your other
rights under the law or this security agreement.
PURCHASE MONEY SECURITY INTEREST - For the sole purpose of determining the extent of a purchase money security interest arising
under this security agreement: (a) payments on any nonpurchase money loan also secured by this agreement will not be deemed to
apply to the Purchase Money Loan, and (b) payments on the Purchase Money Loan will be deemed to apply first to the nonpurchase
money portion of the loan, if any, and then to the purchase money obligations in the order which the items of collateral were
acquired or if acquired at the same time, in the order selected by you. No security interest will be terminated by application of
this formula. "Purchase Money Loan" means any loan the proceeds of which, in whole or in part, are used to acquire any collateral
securing the loan and all extensions, renewals, consolidations and refinancing of such loan.
PAYMENTS BY LENDER - You are authorized to pay, on my behalf, charges I am or may become obligated to pay to preserve or protect
the secured property (such as property insurance premiums). You may treat those payments as advances and add them to the unpaid
principal under the note secured by this agreement or you may demand immediate payment of the amount advanced.
INSURANCE - I agree to buy insurance on the Property against the risks and for the amounts you require and to furnish you
continuing proof of coverage. I will have the insurance company name you as loss payee on any such policy. You may require added
security if you agree that insurance proceeds may be used to repair or replace the Property. I will buy insurance from a firm
licensed to do business in the state where you are located. The firm will be reasonably acceptable to you. The insurance will last
until the Property is released from this agreement. If I fail to buy or maintain the insurance (or fail to name you as loss payee)
you may purchase it yourself.
WARRANTIES AND REPRESENTATIONS - If this agreement includes accounts, I will not settle any account for less than its full value
without your written permission. I will collect all accounts until you tell me otherwise. I will keep the proceeds from all the
accounts and any goods which are returned to me or which I take back in trust for you. I will not mix them with any other property
of mine. I will deliver them to you at your request. If you ask me to pay you the full price on any returned items retaken by
myself, I will do so.
If this agreement covers inventory, I will not dispose of it except in my ordinary course of business at the fair market
value for the Property, or at a minimum price established between you and me.
If this agreement covers farm products I will provide you, at your request, a written list of the buyers, commission
merchants or selling agents to or through whom I may sell my farm products. In addition to those parties named on this written
list, I authorize you to notify at your sole discretion any additional parties regarding your security interest in my farm
products. I remain subject to all applicable penalties for selling my farm products in violation of my agreement with you and the
Food Security Act. In this paragraph the terms farm products, buyers, commission merchants and selling agents have the meanings
given to them in the Federal Food Security Act of 1985.
REMEDIES - I will be in default on this security agreement if I am in default on any note this agreement secures or if I fail to
keep any promise contained in the terms of this agreement. If I default, you have all of the rights and remedies provided in the
note and under the Uniform Commercial Code. You may require me to make the secured property available to you at a place which is
reasonably convenient. You may take possession of the secured property and sell it as provided by law. The proceeds will be applied
first to your expenses and then to the debt. I agree that 10 days written notice sent to my last known address by first class mail
will be reasonable notice under the Uniform Commercial Code. My current address is on page 1. I agree to inform you in writing of
any change of my address.
FILING - A carbon, photographic or other reproduction of this security agreement or the financing statement covering the Property
described in this agreement may be used as a financing statement where allowed by law. Where permitted by law, you may file a
financing statement which does not contain my signature, covering the Property secured by this agreement.
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Any person who signs within this box does so to give you a security interest in the Property described on this page. This
person does not promise to pay the note. "I" as used in this security agreement will include the borrower and any person
who signs within this box.
Signed Date
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(page 2 of 3)
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<PAGE> 15
ADDITIONAL TERMS OF THE NOTE
DEFINITIONS - As used on pages 1 and 2, "[X]" means the terms that apply to
this loan. "I," "me" or "my" means each Borrower who signs this note and each
other person or legal entity (including guarantors, endorsers, and sureties) who
agrees to pay this note (together referred to as "us"). "You" or "your" means
the Lender and its successors and assigns.
APPLICABLE LAW - The law of the state in which you are located will govern
this agreement. Any term of this agreement which is contrary to applicable law
will not be effective, unless the law permits you and me to agree to such a
variation. If any provision of this agreement cannot be enforced according to
its terms, this fact will not affect the enforceability of the remainder of
this agreement. No modification of this agreement may be made without your
express written consent. Time is of the essence in this agreement.
PAYMENTS - Each payment I make on this note will first reduce the amount I owe
you for charges which are neither interest nor principal. The remainder of each
payment will then reduce accrued unpaid interest, and then unpaid principal. If
you and I agree to a different application of payments, we will describe our
agreement on this note. I may prepay a part of, or the entire balance of this
loan without penalty, unless we specify to the contrary on this note. Any
partial prepayment will not excuse or reduce any later scheduled payment until
this note is paid in full (unless, when I make the prepayment, you and I agree
in writing to the contrary).
INTEREST - Interest accrues on the principal remaining unpaid from time to
time, until paid in full. If I receive the principal in more than one advance,
each advance will start to earn interest only when I receive the advance. The
interest rate in effect on this note at any given time will apply to the entire
principal sum outstanding at that time. Notwithstanding anything to the
contrary, I do not agree to pay and you do not intend to charge any rate of
interest that is higher than the maximum rate of interest you could charge under
applicable law for the extension of credit that is agreed to in this note
(either before or after maturity). If any notice of interest accrual is sent and
is in error, we mutually agree to correct it, and if you actually collect more
interest than allowed by law and this agreement, you agree to refund it to me.
INDEX RATE - The index will serve only as a device for setting the interest
rate on this note. You do not guarantee by selecting this index, or the margin,
that the interest rate on this note will be the same rate you charge on any
other loans or class of loans yo make to me or other borrowers.
POST MATURITY RATE - For purposes of deciding when the "Post Maturity Rate"
(shown on page 1) applies, the term "maturity" means the date of the last
scheduled payment indicated on page 1 of this note or the date you accelerate
payment on the note, whichever is earlier.
SINGLE ADVANCE LOANS - If this is a single advance loan, you and I expect that
you will make only one advance of principal. However, you may add other amounts
to the principal if you make any payments described in the "PAYMENTS BY LENDER"
paragraph on page 2.
MULTIPLE ADVANCE LOANS - If this is a multiple advance loan, you and I expect
that you will make more than one advance of principal. If this is closed end
credit, repaying a part of the principal will not entitle me to additional
credit.
SET-OFF - I agree that you may set off any amount due and payable under this
note against any right I have to receive money from you.
"Right to receive money from you" means:
(1) any deposit account balance I have with you;
(2) any money owed to me on an item presented to you or in your
possession for collection or exchange; and
(3) any repurchase agreement or other nondeposit obligation.
"Any amount due and payable under this note" means the total amount of
which you are entitled to demand payment under the terms of this note at the
time you set off. This total includes any balance the due date for which you
properly accelerate under this note.
If my right to receive money from you is also owned by someone who has
not agreed to pay this note, your right of set-off will apply to my interest in
the obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.
You will not be liable for the dishonor of any check when the dishonor
occurs because you set off this debt against any of my accounts. I agree to
hold you harmless from any such claims arising as a result of your exercise of
your right to set-off.
DEFAULT - I will be in default if any one or more of the following occur: (1) I
fail to make a payment on time or in the amount due; (2) I fail to keep the
Property insured, if required; (3) I fail to pay, or keep any promise, on any
debt or agreement I have with you; (4) any other creditor of mine attempts to
collect any debt I owe him through court proceedings; (5) I die, am declared
incompetent, make an assignment for the benefit of creditors, or become
insolvent (either because my liabilities exceed my assets or I am unable to pay
my debts as they become due); (6) I make any written statement or provide any
financial information that is untrue or inaccurate at the time it was provided;
(7) I do or fail to do something which causes you to believe you will have
difficulty collecting the amount I owe you; (8) any collateral securing this
note is used in a manner or for a purpose which threatens confiscation by a
legal authority; (9) I change my name or assume an additional name without first
notifying you before making such a change; (10) I fail to plant, cultivate and
harvest crops in due season; (11) any loan proceeds are used for a purpose that
will contribute to excessive erosion of highly erodible land or to the
conversion of wetlands to produce an agricultural commodity, as further
explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.
REMEDIES - If I am in default on this note you have, but are not limited to,
the following remedies:
(1) You may demand immediate payment of all I owe you under this note
(principal, accrued unpaid interest and other accrued unpaid
charges).
(2) You may set off this debt against any right I have to the payment
of money from you, subject to the terms of the "SET-OFF" paragraph
herein.
(3) You may demand security, additional security, or additional
parties to be obligated to pay this note as a condition for not
using any other remedy.
(4) You may refuse to make advances to me or allow purchases on credit
by me.
(5) You may use any remedy you have under state or federal law.
(6) You may make use of any remedy given to you in any agreement
securing this note.
By selecting any one or more of these remedies you do not give up your
right to use later any other remedy. By waiving your right to declare an event
to be a default, you do not waive your right to consider later the event a
default if it continues or happens again.
COLLECTION COSTS AND ATTORNEY'S FEES - I agree to pay all costs of collection,
replevin or any other or similar type of cost if I am in default. In addition,
if you hire an attorney to collect this note, I also agree to pay any fee you
incur with such attorney plus court costs (except where prohibited by law). To
the extent permitted by the United States Bankruptcy Code, I also agree to pay
the reasonable attorney's fees and costs you incur to collect this debt as
awarded by any court exercising jurisdiction under the Bankruptcy Code.
WAIVER - I give up my rights to require you to do certain things. I will not
require you to:
(1) demand payment of amounts due (presentment);
(2) obtain official certification of nonpayment (protest); or
(3) give notice that amounts due have not been paid (notice of
dishonor).
I waive any defenses I have based on suretyship or impairment of
collateral.
OBLIGATIONS INDEPENDENT - I understand that I must pay this note even if
someone else has also agreed to pay it (by, for example, signing this form or a
separate guarantee or endorsement). You may sue me alone, or anyone else who is
obligated on this note, or any number of us together, to collect this note. You
may without notice release any party to this agreement without releasing any
other party. If you give up any of your rights, with or without notice, it will
not affect my duty to pay this note. Any extension of new credit to any of us,
or renewal of this note by all or less than all of us will not release me from
my duty to pay it. (Of course, you are entitled to only one payment in full.) I
agree that you may at your option extend this note or the debt represented by
this note, or any porion of the note or debt, from time to time without limit or
notice and for any term without affecting my liability for payment of the note.
I will not assign my obligation under this agreement without your prior written
approval.
CREDIT INFORMATION - I agree and authorize you to obtain credit information
about me from time to time (for example, by requesting a credit report) and to
report to others your credit experience with me (such as a credit reporting
agency). I agree to provide you, upon request, any financial statement or
information you may deem necessary. I warrant that the financial statements and
information I provide to you are or will be accurate, correct and complete.
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGES 1 AND
2). I have received a copy on today's date.
AQUAPRO CORPORATION
BY: /s/ George S. Hastings, Jr. PRESIDENT
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GEORGE S. HASTINGS, JR.
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SIGNATURE FOR LENDER:
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(page 3 of 3)
<PAGE> 16
AGREEMENT TO PROVIDE INSURANCE
DATE AND PARTIES. The date of this Agreement to Provide Insurance (Agreement)
is 4/20/2000. The parties and their addresses are:
OWNER: AQUAPRO CORPORATION SECURED PARTY: COMMUNITY BANK,
1100 HIGHWAY 3 INDIANOLA, MISSISSIPPI
SUNFLOWER MS 38778 147 HWY 82E
INDIANOLA, MS 38751
The pronouns "you" and "your" refer to the Secured Party. The pronouns "I,"
"me" and "my" refer to each person or entity signing this Agreement as Owner.
1. LOAN, LEASE, OR CONTRACT DESCRIPTION (Loan).
A. DATE: 4/20/2000
B. LOAN NUMBER: 4272944
C. LOAN AMOUNT: $900,000.00
D. ADDITIONAL INFORMATION:
2. AGREEMENT TO PROVIDE INSURANCE. As part of my Loan, I agree to do all of the
following (in addition to any requirements specified in the Loan documents).
A. I will insure the Property as listed and with the coverages shown in the
COVERAGES section.
B. I will have you named on the policy, with the status listed under the
STATUS section.
C. I will arrange for the insurance company to notify you that the policy
is in effect and your status has been noted.
D. I will pay for this insurance, including any fee for this endorsement.
E. I will keep the insurance in effect until the Property is no longer
subject to your security interest. (I understand that the Property may
secure debts in addition to any listed in the LOAN DESCRIPTION section.)
3. DESCRIPTION OF PROPERTY. The Property subject to this Agreement is described
as follows.
ALL MISC EQUIPMENT
S/A DATED 04/20/00 (#4272795) SECURED BY 1ST D/T
COV APPROX 275 ACRES LOC IN SUNFLOWER CTY KNOWN AS
CIRCLE CREEK I; 1ST D/T COV APPROX 278 ACRES IN
4. COVERAGES. I agree to insure the Property according to the following
described risks, amount of coverage, and maximum deductible allowed.
[ ] If checked, all coverages will be for the full replacement value
of the Property.
HOMEOWNER'S COVERAGE. [ ] H.O. [ ] Other (Describe)___________________
Insurable Value: Deductible:
AUTOMOBILE COVERAGES. [ ] Fire [ ] Theft [ ] Collision
[ ] Comprehensive [ ] Liability [ ] Other______
Insurable Value: Deductible: Minimum limits:
PROPERTY COVERAGE. [ ] Fire [ ] Theft [ ] Collision
[ ] Comprehensive [ ] Liability [ ] Other______
Insurable Value: Deductible:
5. STATUS. Your status shall be listed on the insurance policy as follows.
[X] Lienholder [ ] Certificate Holder [ ] Additional Insured
[ ] Mortgagee [ ] Other ______________________
6. ADDITIONAL TERMS.
7. INSURANCE COMPANY. The insurance policy covering the Property and the
insurance company issuing the policy are as follows.
A. POLICY NUMBER: CMA0035654897 EFFECTIVE FROM 10/11/99 TO 10/11/2000.
B. INSURANCE COMPANY NAME, ADDRESS, AND PHONE NUMBER:
ASSURANCE COMPANY OF AMERICA
ZURICH GROUP
2829 LAKELAND DRIVE JACKSON, MS 39208
601-956-5810
8. INSURANCE AGENCY AND AGENT. The insurance agency through which I have
purchased, or intend to purchase, the required insurance is as follows.
A. AGENT NAME:_________________________________________.
B. AGENCY NAME, ADDRESS, AND PHONE NUMBER:
MARTIN GORDON & JONES, INC
P O BOX 16447
JACKSON, MS 39236-6447
601-956-5810
9. SIGNATURES.
SIGNATURES FOR OWNER(S) AND AUTHORIZATION TO INSURANCE AGENT AND COMPANY. By
signing below, I agree to the terms contained in this Agreement and acknowledge
receipt of a copy of this Agreement. I request the listed insurance company and
agency to provide the indicated coverage and list you on the policy with the
indicated status. I also request the insurance company or its authorized agent
to immediately confirm that the policy is in effect by signing this form and
forwarding a copy of the policy to you.
X ______________________
--------------------------- Date
X _______________________
--------------------------- Date
SIGNATURE FOR SECURED PARTY AND REQUEST FOR CONFIRMATION. Upon receipt of this
Agreement, the insurance company or agency named above is requested to confirm
the policy coverages shown above.
By X _______________________
--------------------------- Date
SIGNATURE FOR INSURANCE COMPANY AND CONFIRMATION. By signing below, Insurance
Company confirms the existence of the insurance coverages agreed to be provided
by our insured and that you will be notified not less than 10 days before
cancellation.
---------------------------------
Insurance Company
By X _______________________
--------------------------- Date
PLEASE RETURN TO SECURED PARTY AT THE ADDRESS LISTED IN THE DATE AND PARTIES
SECTION.
<PAGE> 17
4272944
LINE OF CREDIT
AUTHORITY TO TRANSFER
To: COMMUNITY BANK, INDIANOLA, MISSISSIPPI
--------------------------------------------
I/WE DO HEREBY GIVE AUTHORITY TO THE ABOVE NAMED LENDER THE RIGHT TO MOVE FUNDS
FROM THE LINE OF CREDIT REFERENCED BELOW TO COVER EXPENSES OR TO COVER
OVERDRAFTS.
LOC LOAN# 4272944
----------------------------
ACCOUNT# 518225
-----------------------------
NAME OF ACCOUNT: AQUAPRO CORPORATION
------------------------------------
----------------------------------------------------
SIGNATURE OF BORROWER(S)
/s/
----------------------------------------------------
AQUAPRO CORPORATION
----------------------------------------------------
<PAGE> 18
NOTICE OF RIGHT TO RECEIVE COPY OF APPRAISAL
<TABLE>
<S> <C> <C>
|------------------------------------|-----------------------------------------------------------|-------------------------------|
| COMMUNITY BANK, | Applicant(s): AQUAPRO CORPORATION | Loan No. |
| INDIANOLA, MISSISSIPPI | -------------------------------------------- | 4272795 |
| 147 HWY 82E | --------------------------------------------------------- |-------------------------------|
| INDIANOLA, MS 38751 | --------------------------------------------------------- | Date of Application |
| | Current Address: 1100 HIGHWAY 3 | |
| | ----------------------------------------- |-------------------------------|
| | --------------------------------------------------------- | Date of Notice |
| | SUNFLOWER MS 38778 0000 | |
| | --------------------------------------------------------- |-------------------------------|
| | Property Address: | |
| | ---------------------------------------- | |
| Lender's Name and Address | --------------------------------------------------------- | |
|------------------------------------|-----------------------------------------------------------|-------------------------------|
"You" means the Applicant(s) and "I/We" means the Lender
</TABLE>
YOU HAVE THE RIGHT TO A COPY OF THE APPRAISAL REPORT USED IN CONNECTION
WITH YOUR APPLICATION FOR CREDIT. IF YOU WISH A COPY, PLEASE WRITE TO US AT THE
MAILING ADDRESS WE HAVE PROVIDED. WE MUST HEAR FROM YOU NO LATER THAN 90 DAYS
AFTER WE NOTIFY YOU ABOUT THE ACTION TAKEN ON YOUR CREDIT APPLICATION OR YOU
WITHDRAW YOUR APPLICATION.
IN YOUR LETTER, GIVE US THE FOLLOWING INFORMATION: LOAN OR APPLICATION
NUMBER, IF KNOWN, DATE OF APPLICATION, NAME(S) OF LOAN APPLICANT(S), PROPERTY
ADDRESS, AND YOUR CURRENT MAILING ADDRESS.
ACKNOWLEDGMENT
BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD
THE NOTICE OF YOUR RIGHT TO RECEIVE A COPY OF THE APPRAISAL.
<TABLE>
AQUAPRO CORPORATION, INC.
<S> <C>
/s/ George S Hastings, Jr
-------------------------------------------------- --------------------------------------------------
Applicant GEORGE S HASTINGS, JR Date Applicant Date
PRESIDENT
</TABLE>
The Lender certifies that a complete copy of the notice was [ ] mailed
[ ] delivered to the applicant(s) on ______________________.
Date
/s/
-------------------------------------------------
Lender Signature Date
(page 1 of 1)
