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UNIVERSAL NOTE (page 1 of 2)
BROADVIEW MEDIA, INC. F/K/A FIDELITY BANK Loan Number 4112
NORTHWEST TELEPRODUCTIONS, INC 7600 PARKLAWN AVENUE Date April 20, 2000
4455 WEST 77th STREET EDINA, MN 55435 Maturity Date May 1, 2001
MINNEAPOLIS, MN 55435 Loan Amount $1,000,000.00
Renewal Of
BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS
"I", "me" and "my" means each borrower above, "You" and "your" means the lender, its
together and separately. successors and assigns.
I promise to pay you, at your address listed above, the PRINCIPAL sum of ONE MILLION and NO/100* * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * Dollars $1,000,000.00
[ ] Single Advance: I will receive all of the loan amount on . There will be no
additional advances under this note.
[X] Multiple Advance: The loan amount shown above is the maximum amount I can borrower under this note. On April 20, 2000 I will
receive $ and future principal advances are permitted.
Conditions: The conditions for future advances are
[X] Open End Credit: You and I agree that I may borrow up to the maximum amount more than one time. All other
conditions of this note apply to this feature. This feature expires on May 1, 2001.
[ ] Closed End Credit: You and I agree that I may borrow up the maximum only one time (and subject to all other
conditions).
INTEREST: I agree to pay interest on the outstanding principal balance from April 20, 2000 at the rate of 9.500% per
year until FIRST CHANGE DATE.
[X] Variable Rate: This rate may then change as stated below.
[X] Index Rate: The future rate will be 0.500% over the following index rate: PRIME RATE ESTABLISHED BY U.S. BANK,
N.A.
[ ] 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 on the same day.
[X] Limitations: During the term of this loan, the applicable annual interest rate will not be more than % or less than
7.000%. 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:
[X] The amount of each scheduled payment will change. [X] The amount of the final payment will change.
[ ] .
ACCRUAL METHOD: You will calculate interest on a actual/360 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 .
[ ] LATE CHARGE: If I make a payment more than days after it is due, I agree to pay a late charge of .
[ ] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following charges which [ ] are [ ] are not
included in the principal amount above: .
[X] Authority: The interest rate and other charges for this loan are authorized by MINNESOTA STATUTES, CHAPTER 47.59.
PAYMENTS: I agree to pay this note as follows:
[X] Interest: I agree to pay accrued interest on demand, but if no demand is made then on the 1st day of each month
beginning May 1, 2000.
[X] Principal: I agree to pay the principal on demand, but if no demand is made then on May 1, 2001.
[ ] Installments: I agree to pay this note in payments. The first payment will be $ and will be due
. A payment of $ will be due . The final payment of the entire unpaid balance
of principal and interest will be due .
ADDITIONAL TERMS:
THIS NOTE IS SECURED BY ALL ACCOUNTS RECEIVABLE, INVENTORY, EQUIPMENT AND GENERAL INTANGIBLES NOW OWNED OR HEREAFTER
ACQUIRED. THIS NOTE IS GUARANTEED.
PURPOSE: The purpose of this loan is business:
WORKING CAPITAL
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE
(INCLUDING THOSE ON PAGE 2). I have received a
copy on today's date.
BROADVIEW MEDIA, INC. F/K/A NORTHWEST
Signature for Lender TELEPRODUCTIONS, INC.
X /s/ Tom Wolf By: /s/ Phillip A. Staden
TOM WOLF PHILLIP A. STADEN, PRESIDENT
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UNIVERSAL NOTE (page 2 of 2)
DEFINITIONS: As used on page 1, "[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: Minnesota law controls this
note. Any term of this note which violates Minnesota law is not effective,
unless the law permits you and me to agree to a variation.
If any provision of this agreement is unenforceable, the rest of the
agreement remains in force. I may not change this agreement without your express
written consent. Time is of the essence in this agreement. PAYMENTS: You will
apply each payment I make on this note first to any amount I owe you for charges
which are neither interest nor principal. You will apply the rest of each
payment to any unpaid interest, and then to the unpaid principal. If you and I
agree to a different application of payments, we will describe our agreement on
this note.
I may prepay all or part of this loan without penalty unless we agree to
something different on this note. Any partial prepayment I make 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 you give me my loan money in more than one advance, each
advance will start to earn interest only when I receive it.
The interest rate in effect on this note at any time will apply to all the
money you advance at that time. Regardless of anything in this document that
might imply otherwise, I will not pay and you will not charge a rate of interest
that is higher than the maximum rate of interest you could charge under
applicable law for the credit you give me (before or after maturity).
If you send any erroneous notice of interest, we mutually agree to correct
it. If you collect more interest than the law and this agreement allow, you
agree to refund it to me.
INDEX RATE: The index will serve only as a device for setting the rate on this
note. You do not guarantee by selecting this index, or the margin, that the
rate on this note will be the same rate you charge on any
other loans or class of loans to me or other borrowers.
ACCRUAL METHOD: You will calculate the amount of interest I will pay on this
loan using the interest rate and accrual method on page 1 of this note. When
calculating interest, you will use the accrual method to determine the number
of days in a "year." If you do not state an accrual method, you may use any
reasonable accrual method to calculate interest.
POST MATURITY RATE: In deciding when the "Post Maturity Rate" (on page 1)
applies, "maturity" means: 1.) The date of the last scheduled payment
indicated on page 1 of this note, or; 2.) 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 below.
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, I am not entitled to additional credit if I repay a part of the
principal.
PAYMENTS BY LENDER: If you are authorized to pay, on my behalf, charges I am
obligated to pay (such as property insurance premiums), then you may treat
those payments made by you as advances and add them to the unpaid principal
under this note. Or, you may demand immediate payment of the charges.
SET-OFF: 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 someone who has not agreed to pay this note also owns my right to
receive money from you, your set-off right will apply to my interest in the
obligation, and to any other amounts I could withdraw on my sole request or
endorsement.
Your set-off right 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 one of my accounts. I will assume
the liability and relieve you of all responsibility for any such claim that
occurs if you set off this debt against one of my accounts.
REAL ESTATE OR RESIDENCE SECURITY: If I am giving you any real estate or a
residence that is personal property, as security for this note, I have signed a
separate security agreement. Default and your remedies for default are
determined by applicable law and by the security agreement. Default and your
remedies may also be determined by the "Default" and "Remedies" paragraphs
below, to the extent they are not prohibited by law or contrary to the security
agreement.
DEFAULT: I will be in default if any of the following happen:
(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 creditors of mine try to collect any debt I owe them 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 when it was provided;
(7) I do or fail to do something which causes you to believe that 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;
(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 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 everything I owe under this note;
(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;
(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 me to make credit
purchases;
(5) You may use any remedy you have under state or federal law.
If you choose one of these remedies, you do not give up your right to use
any other remedy later. By waiving your right to declare an event to be a
default, you do not waive your right to later consider the event as a default if
it continues or happens again.
COLLECTION COSTS AND ATTORNEYS' FEES: I will pay all costs of collection,
replevin (an action for the recovery of property wrongfully taken or detained),
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 will pay
attorney's fees plus court costs (except where prohibited by law). To the extent
permitted by the United States Bankruptcy Code, I will also pay the reasonable
attorney's fees and costs you are charged to collect this debt as awarded by any
court under the Bankruptcy Code's jurisdiction. WAIVER: I give up my rights to
require you to:
(1) demand payment of amounts due (presentment);
(2) obtain official certification of nonpayment (protest);
(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 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, anyone else obligated on this note, or any number of
us together, to collect this note. You may do so without any notice that it has
not been paid (notice of dishonor).
You may, without notice, release any party to the 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.) You may 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. You may do this 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 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
will provide you, at your request, accurate, correct and complete financial
statements or information you need.
NOTICE: Unless otherwise required by law, you will give any notice to me by
delivering it or mailing it by first class mail to my last known address. My
current address is on page 1. I will inform you in writing of any change in my
address. I will give any notice to you by mailing it first class to your
address stated on page 1 of this agreement, or to any other address you give me.
