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2nd Addendum to Lease ". c. , . ! '"-..... SECOND ADDENDUM TO LEASE This Second Addendum is dated as of the ~ day of June, 2002 by and between Pelican Development, L.L.C., a Florida Limited Liability Company ("Landlord") and E. Levy Corporation, Inc., a Florida corporation ("Tenant"), WHEREAS, Landlord and Tenant are parties to a certain Lease dated January 17,2001 (the "Lease"), '* WHEREAS, the Lease was amended by virtue of an Addendum to Lease dated January 17, 200j.{the "First Addendum"). ~ WHEREAS, the parties desire to further amend and modify the Lease as provided herein. NOW, THEREFORE, Landlord and Tenant, for good and valuable consideration the sufficiency of which is hereby acknowledged, do hereby agree to modify and amend the Lease as follows: 1. Section LOl{E}is modified-and-amended so that: a. The monthly Minimum Rent for the first Lease Year shall be $11,333.00 ($136,000.00 annually). b. The monthly Minimum Rent for the second Lease Year shall be $11,673.00 ($140,080,00 annually). c. No changes are made to the Minimum Rent for the balance of the term of the Lease and the Option Period. 2. All references to "3,602 square feet" provided in Sections 1.01 (D) and 1.01(E) and in Exhibit "A" are changed to "3,350 square feet". 3. The last paragraph of Section 1,01 (E) beginning after the words "16th LEASE YEAR market rent as established but no less than $277,165,00 annually" is amended and restated as follows: It is acknowledged by Landlord and Tenant that the Three Thousand Three Hundred Fifty (3,350) minimum square feet aforementioned will include no more than Eight-One (81) square feet of area located outside the two (2) entrances to the Premises. 4. Section 2.04 entitled Tenant's Construction is modified and amended to provide that Landlord and Tenant acknowledge that delivery of possession of the Premises to Tenant occurred on June 1,2002. The Opening Date shall occur no later than December 1,2002. Within thirty (30) days after delivery of possession of the Premises to Tenant, Tenant shall apply for its building permit ,. . ( for the Tenant's Work. The Rent Commencement Date shall be September I, 2002. Notwithstanding the foregoing, however, in no event shall Tenant be required to open for business and pay Rent any earlier than the date the Building is substantially completed and the garage operated therein opens for business, notwithstanding the date the Premises were delivered to Tenant and Tenant shall have no obligation to pay Rent until the garage is open, notwithstanding that Tenant has opened for business prior to that date. Prior to the Opening Date, Tenant shall require its contractor to utilize reasonable efforts to cause the garage to appear finished and complete by causing the Premises to be clean and neat and by covering the windows to the Premises, 5. Section 2,05 entitled Delay in Landlord's Construction is deleted in its entirety and the :{Ollowing is substituted in its place: f;;P.;.' 'r., .. Section 2,05: DELAYS IN LANDLORD'S CONSTRUCTION. Tenant acknowledges the delivery of the Premises by Landlord on . June I, 2002. Tenant waives and releases any claims against Landlord for any delay in delivery of the Premises to Tenant. 6. Section 2.02 is amended and restated as follows: PREMISED DEFINED. The term ":Premises" means the space situated on the first floor of the Building and in the location marked on Exhibit "A" and shall consist of the space within the walls, structural floor and bottom of the ceiling of the Premises, The Premises will be constructed by Landlord in accordance with the provisions of this Lease, including without limitation Exhibit "B". Tenant shall not construct any mezzanines (including stock mezzanine), without Landlord's written consent, which may be given or withheld in Landlord's sole discretion. Section 2.02(a): LANDLORD'S OPTION TO INSTALL ATM. Notwithstanding anything to the contrary herein, Landlord or its successors, assigns or designee shall have the option at its sole discretion to install an ATM machine in the wall of the Premises at a location generally situated at the Southwest comer of the Premises and more particularly designated on the sketch attached hereto and made a part hereof as Exhibit "A-I ". The access to the ATM by customers shall be on the outside wall of the Premises. The installation of the ATM shall be at the sole cost and expense of Landlord. The A TM site shall be limited to an area with dimensions of no greater than five (5) feet in depth and four (4) feet in width. Landlord shall be entitled to utilize and haye access to the Premises during Tenant's ordinary business hours for maintenance and service of the A TM as may be reasonably required for proper operation, maintenance and repair of the A TM.=Landlord shall be responsible for the repair and maintenance of the A TM and Landlord shall be responsible at all times for the security of the customers using the ATM. Landlord shall clean all debris caused by the use of the A TM, such as receipts, envelopes and the like. Landlord shall indemnify and hold the Tenant harmless from and against any and all costs, claims, damages and liabilities whatsoever, including 2 ( '-. , "'-./ property damage and theft, personal injury and death, arising under or related to the installation, maintenance and use of the ATM, During the.time of installation and at such times as the ATM is being serviced for repair or maintenance, Landlord shall properly secure any portion of the Premises left open by virtue of such installation, maintenance or repair. Section 2.02(b): LANDLORD'S OPTION TO TAKE BACK SPACE. Landlord shall have the right and option on or before September 1,2004 to delete an area of approximately 560 square feet from the Premises as set forth in this Section 2,02(b) ("Adjacent Space"). The Adjacent Space shall be not greater than the dimensions of nineteen (19) feet in width and thirty-two (32) feet in depth (which depth measurement will include the rear wall of the Adjacent Space) and is particularly located on the sketch attached hereto as Exhibit "A-2". Landlord may exercise its option to take badtthe Adjacent Space by 30 days prior written notice to Tenant on or before August 19, 2004. UPon Landlord's exercise of its option, Tenant shall be entitled to (i) a reduction in Rent as set forth - below and (ii) Landlord shall reimburse Tenant for the Tenant improvements within the Adjacent Space within thirty (30) days from Landlord's exercise of such optiori."For purposes of the Landlord's obligation to provide a Rent reduction in the event that the Landlord takes back the Adjacent Space, the Rent reduction shall be determined by a formula the numerator of which shall be 3,350 less the square footage of the Adjacent Space and the denominator of which is 3,350. For example, assuming that Landlord shall take back 560 square feet, then the Rent reduction in year five-1~.ent shall be 2,790 dIvided by 3,350 = 83.28-4%. This Rent reduction 'factor shall be applied against the Rent (83.284% times $191,337 = $159,352). Tenant shall receive an additional credit against Rent in the fixed amount of $20.00 per square foot times the amount of space in the Adjacent Space. For example, if a 560 square foot parcel is taken back, Tenant shall be entitled to an annual credit against Rent in the amount of$ll,200.00(560 times $20), which shall be taken as a deduction on an equal monthly basis for the balance of the Term of this Lease. For purposes of the Landlord's obligation for reimbursement of Tenant improvements, the parties acknowledge improvements will be limited to drywall, drop ceiling, floor covering, electrical, air-conditioning and architectural fees and the parties hereby stipulate that the reimbursement shall be in the sum of $15,000.00. Upon Landlord's exercise of its option to take back space as provided herein, Landlord shall be entitled to tie-in and share Tenant's utilities, at Landlord's cost, including but not limited to plumbing (but not restroom facilities), sewer, electricity, heating, air conditioning and ventilation located at the Premises provided that such tie-in does not create an interruption in Tenant's utility service, Notwithstanding the foregoing, Tenant acknowledges that a limited interruption in utility service will occur upon the actual tie-in of the Adjacent Space. For the purposes of this Second Addendum, the term "limited interruption" shall mean a single morning commencing as early in the morning as Landlord deems necessary and running through and until 12:00.p.m. (noon). If Landlord's interruption of Tenant's utilities extends beyond 12:00 p.m. (noon) then Tenant shall receive a rent abatement until the utilities are restored. Landlord shall be required to reimburse Tenant for Landlord's share of utility costs of service based on a pro-rata division of costs calculated on the basis of the relative square footage of the Premises.then remaining and the Adjacent Space, If Tenant shall be required to maintain, replace or repair any component of the utility system located within the Adjacent Space, in order to effect the maintenance, replacement or repair of Tenant's utility system, then Landlord shall reimburse Tenant for Landlord's share of utility costs of the 3 .. c ~ " , maintenance, replacement or repair based on the foregoing pro rata division. Landlord shall pay such share to Tenant within ten (10) days from Tenant's delivery to Landlord of an invoice for any such operation. maintenance, replacement or repair costs, Tenant shall not be liable for the cost of replacement or repair of any component of the utility systems being shared With the tenant of the Adjacent Space, if such tenant caused damage which resulted in the repair or replacement of same and Landlord shall pay for all such costs incurred by Tenant in the replacement or repair of any component of the utilities due to damage caused by such tenant. Landlord shall insure that Tenant shall have the right to access to the Adjacent Space in order to perform such maintenance, replacement and repair as is necessary to maintain Tenant's utility systems, whether during normal business hours or, in the event of an emergency, at anytime Tenant shall reasonably need to gain acce.jls to the Adjacent Space for replacement or repair of any utility component, Under no circUtristances shall Tenant be obligated to seek reimbursement from the tenant of the Adjacent Space for any cost of operation, maintenance, replacement or repair of the utility systems, it being " understood that Landlord shall be liable to Tenant for reimbursement of same. -'0. "0 7, Tenant shall have an option (the "Termination Option") to terminate the Lease without payment of fee or penalty on the following terms and conditions: a. Tenant shall exercise the Termination Option by giving advance written notice iliereoI to Laridlord of not ress tli8n T8U <fuys poor to tlie te:rmmiiIiori date(the "Termination Date"), The Termination Date shall be treated as the expiration of the term of the Lease. o. The Termination Date shall not be earlier than the last day of the second Lease Year, nor later than the day that is one hundred eighty (180) days after the last day of the second Lease Year. c. If the Termination Date is later than the last day of the second Lease Year, Tenant shall pay Minimum Rent from the last day of the second Lease Year through the Termination Date at the rate applicable to the third Lease Year as set forth in Section 1.01(E) of the Lease. d. Tenant shall vacate the Premises not later than the Termination Date if Tenant exercises the Termination Option. Upon vacating the Premises, Tenant shall leave all betterments and improvements to the Premises, including but not limited to mechanical, plumbing, HV AC, electrical, dry wall, flooring, and ceiling installations, but Tenant may remove its trade fIxtures, signs, furnishings, inventory, and other personal property of Tenant not permanently affixed to the Premises. e, Within thirty (30) days from the Termination Date, Landlord shall return to Tenant the Security Deposit and Guaranty Letter of Credit, subject to Landlord's right to apply the Security Deposit or Guaranty Letter 6fCredit 4 ( i ......J in the event of certain defaults of Tenant, all as more fully set forth in Sections 22.01 and 26.01 of the Lease, 8. Exhibit "A" of the Lease shall be amended to reflect that the Premises consists of 3,350 square feet. 9. Exhibit "E" is amended and restated in the form attached hereto. Simultanc::ously with the execution and delivery of this Second Addendum, the parties will execute the Memorandum of Lease (Exhibit "E") which shall be recorded by Tenant among the public records of Miami - Dade County, Florida . ,,. '.:' 10. Witbiri thirty (30) days after the expiration of the term of the Lease, the Guaranty Leftter of Credit shall be returned to Tenant subject to Landlord's right to apply same to the payment of Rent or other sums due by Tenant, all as more' fully set forth in Section 26.01 of the Lease. , , 11. Landlord and Tenant acknowledge and agree that the Lease is in full force and effect, and has not been modified or amended except as specifically modified in the First Addendum and this Second Addendum that all amounts due Landlord under the Lease presently due have been paid and all covenants required t~ be performed by either party under the terms of the 'Lease have been perrormea, -ana-tllat ffierels no default of any provisIon of ilie Lease. ,J IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Addendum as of the date set forth above. N~5 uJ/li.u LANDLORD: PELICAN DEVELOPMENT, L.L.C., a Florida limited liability company Signed, sealed and delivered m our presence: ~~ Name: "71!-f;./lD.. f!f12Rt ~~ By: Gravier Development, L.L.C., a Louisiana limited liability company, I AManag~ember I BY:;:;;;;; iJvc.~.e , Managing Member TENANT: E. LEVY CORPORATION a Florida corporation By: Y ossi S:\OOO5S\SECOND APDENDUM TO LEASE OS.wpd 5 I , 1 I \ , ! 1 \ \ I I 1 \ L I' j I I 1 \ , i I I I I ! \ i 1 I 1 \ I t , I 1 , \ 1 I " . c '- ) EXHIBIT IIA-~II A ~ :. ," ,0' . r' I I ....\ I t-..J / ,,~ .. t L' II ~ \ : \- 1 \\ , . \\ 1\ ~ . 1\ \ GO \ l I I L \ . J h 1 I J~ 1 . 1:;2 1 . II ':. . (3 , -----+ ---------- --' - **Landlord shall 'try to place ATM at location A. If location A is not feasable, Landlord may place:the ATlY! at location B. . ,- .'" . . , 1 j . I \ I t I i j I I , f I I , -1- t , I I I \ \ I . I I' 1 I ~!- . f ~,l.' ,,' :: ( EXHIBIT "ll..-2" -.)ytd5 Jfl.?~~~ t ..... _-A- -(I!) . - .' . _ J ...... I "'i I I II. \ \ .\ \ II I I \\ , J,_ ! I I 1 e 1\ \ t \ I ~ I j \ . . ", .__ __ _. oa_ 0 .' .':!:r. : . c EXHIBIT "E" MEMORANDUM OF LEASE NAME AND ADDRESS OF LANDLORD: Pelican Development L.L.c., a Florida limited liability company having an address at 601 Poydras Street, Suite 2011, New Orleans, Louisiana 70130 NAME AND ADDRESS OF TENANT: E. Levy Corporation, Inc., a Florida corporation having an adchess at 4100 North 28th Terrace, Hollywood, Florida 33021. 1 PREMISES: A portion of the land shown and/or described in Exhibit A annexed hereto and make a part hereof, together with all improvements thereon, DATE OF LEASE: January 17,2001. TERM OF LEASE: Ten (10) years, with two (2) five (5) year opti'!ru; commel!~~~~'EEte!l1Eer 1, ZOU2: - , LIENS: The Lease contains the following provision: Section2.04: TENANTS CONSTRUCTION: Tenant shall provide Landlord with a copy of all construction contracts within five (5) days after execution of same by both Tenant and the applicable contractor. Each contract for over $20,000.00 must be supported by an unconditional payment, completion and performance bond, both for the full amount thereof, issued by a surety licensed to do business in Florida, in favor of Landlord and Tenant as dual obligee, unless the contractor under the applicable contract has delivered to Landlord an agreement, in form and content accepted to Landlord, under which said contractor agrees that it shall not claim any lien upon Landlord's interest in the Premises, waives any right to claim such lien, and agrees to immediately discharge and indemnify Landlord against, and hold Landlord harmless from, any lien field by any subcontractor dealing with said contractor. And Section 12.01: NO LIENS PERMITTED; DISCHARGE. Landlord's property shall not be subject to liens for work done or materials used on the Premises made at the request of, or on order of or to discharge an obligation of Tenant. Ibis Memorandum is for informational purposes only and nothing contained herein shall be deemed to in any way modify or otherwise affect any of the terms and conditions of the Lease. . ,.1 ~ 'i"l c. Upon the expiration or sooner tennination of the term of the Lease, Landlord is hereby authorized by Tenant to record among the Public Records of Miami-Dade County, Florida an instnunent canceling this Memorandum. IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum as of the date 'of the Lease specified above. Signed, sealed and delivered m our presence: LANDLORD: ~~ ~,"" r , " .. Name:7h%ll.5 (,Jj" I ~ (type or print) PELICAN DEVELOPMENT, L.L.C., a Florida limited liability company By: GRA VIER DEVELOPMENT, L.L.C., a Loui . ana limited liability company, Man ing ember Managing Member '7k~~ Name: Tfisl1t( kee; (type or pri.u'.lt) TENANT: E. LEVY CORPORATION, INe. a Florida corporation Name: (type or print) By: Y ossi Lipkin, President Name: (type or print) 2 w. .,. ( ,., STATEOFb"I""~~ ) ~A/U.i1f ) SS: GOrn~IT OF 61f. tEAN~) THE FOREGOING INSTRUMENT WAS ACKNOWLEDGED before me this 7--t;z, day of .ft fJ~ .2002, by t",.AA1v< A",~anaging Member of PELICpN DEVELOPMENT, L.LC., a Florida limited liability company, to me personally known V or pro4,uced identification IV /It . Type of identification produced i:' Ai~..u c. t ~ OZ..'2:t-?~ " Name: 11,. (.. 0: NV<lWe'Z)..::ne. Notary PubIrc ' 'My Commission Expires: Ar Dvt-r'~ Commission No.: STATE OF FLORIDA ) )SS: COUNTY OF BROWARD ) RUSSELL J. NUNEZ. JR. Notary Pubnc Parish of O!\eanS Stat: of LA. My CommisSion Is Issued For Life THE FOREGOING INSTRUMENT WAS ACKNOWLEDGED before me this day of ,2002, by Yossi Lipkin, as President ofE. LEVY CORPORATION, INC., a Florida corporation, to me personally known _ or produced identification Type of identification produced Name: Notary Public My Commission Expires: Commission No.: 3 .. .../11 , . ( , . EXIDBIT "A" LEGAL DESCRIPTION \ I ,,_ .J The northern one foot of Lot 11, and all of Lots 12, 13 and 14, in Block 15, of Ocean Beach Fla. Addition No.2, as recorded in Plat Book 2, at Page 56, of the Public Records of Miami-Dade County, Florida. " i '~.." - t S:\OOO55\MEMORANDUM.wpd 4 , c, ) , , - TIDRD ADDENDUM TO LEASE This Third Addendum is dated as of the _ day of November, 2003 by and between Pelican Development, L.L.C., a Florida Limited Liability Company ("Landlord") and E. Levy Corporation, Inc., a Florida corporation ("Tenant"). WHEREAS, Landlord and Tenant are parties to a certain Lease dated January 17,2001 (the "Lease"). WHEREAS, the Lease was amended by virtue of an Addendum to Lease dated January 17, 2001 (the "First Addendum") and amended by the virtue of a Second Addendum to Lease dated June 7,2002 (the "Second Addendum"). WHEREAS, the parties desire to further amend and modify the Lease as provided herein. , NOW, THEREFORE, Landlord and Tenant, for good and valuable consideration the sufficiency of which is hereby acknowledged, do hereby agree to modify and amend the Lease as follows: L l'enantagrees toaf it shall not exercise its Termination Option as set forth in paragraph 7 of the Second Addendum and waives any right to exercise said Termination Option. 2. Landlord and Tenant acknowledge and agree that the Lease is in full force and effect, and has not been modified or amended except as specifically modified in the First Addendum, the Second Addendum and this Addendum and that all amounts due Landlord under the Lease presently due have been paid and all covenants required to be performed by either party under the terms of the Lease have been performed, and that there is no default of any provision of the Lease, 3. This Third Addendum may be signed by facsimile signature in counterparts. IN WI1NESS WHEREOF, Landlord and Tenant have executed this Second Addendum as of the date set forth above. Signed, sealed and delivered In our presence: LANDLORD: PELICAN DEVELOPMENT, L.L.C., a Florida limited liability company . --r"Y"N'Uo""'" By: Gravier Development, L.L.C., a ouisiana limited liability company, anaging Member By: - , . ... c. .< ;!lw'~t:~ ('CUrD" (" 0 N1J&~;AI~ ~M;;;Jn' S:\OOOSSlAddendum Third 10 Lease OLwpd : I TENANT: E. LEVY CORPORATION, INC., a Florida corporation By: Y ossi Lipkin, President 2 ~-'OUSINESS LOAN AGREEMEI'" ,$.,",..2.".,P,..,'O., ~,~,...,',oO',...:,.~,.O','""i,PO., a,'.".,."O"I,.",.o.,..,. ".',.,'+e~I'1A~~~IY1~~~~jW'H+~~~~P;,. im . . O~~Z~f2()'~~ Q~!PV20Cl4:~Q97.14+00Z u References in the shaded area are for lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ..... has been omitted due to text length limitations, Borrower: The Corner Kick, Inc, '3017 Parkside Drive Fishers. IN 46038 lender: First Indiana Bank, N.A, 135 North Pennsylvania Street Indianapolis. IN 46204 THIS BUSINESS lOAN AGREEMENT dated September 22. 2003. is made and executed between The Corner Kick. Inc. '.Borrower.' and First Indiana Bank, N.A, (.lender.' on the following terms and conditions, Borrower has received prior commercial loans from lender or has applied to lender for a commercial loan or loans or other financial accommodations. including those which may be described on any exhibit or schedule anached to this Agreement (.loan.), Borrower understands and agrees that: (A) in granting, renewing, or extending any loan. lender is relying upon Borrower's representations, warranties. and agreements as set forth in this Agreement; (8) the granting, renewing, or extending of any loan by lender at all times shall be subject to lender's sole judgment and discretion; and IC) all such loans shall be and remain subject to the terms and conditions of this Agreement. TERM, This Agreement shall be effective as of September 22, 2003, and shall continue in full force and effect until such time as all of Borrower's loans in favor of lender have been paid in full, including principal, interest, costs, expenses, anorneys' fees, and other fees and charges, or until September 1, 2004. ADVANCE AUTHORITY, The following person currently is authorized, except as provided in this paragraph, to request advances and authorize payments under the line of credit until lender receives from Borrower, at lender's address shown above, wrinen notice of revocation of his or her authority: Jeffrey l. Neal, President of The Corner Kick, Inc, The proceeds of the loan evidenced hereby may be advanced, repaid and readvanced. in partial amounts. during the term of this Note and prior to maturity, provided that no partial advance of the Principal Sum shall be for less than Five Hundred Dollars ($500.00). CONDITIONS PRECEDENT TO EACH ADVANCE. lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. loan Documents. Borrower shall provide to lender the following documents for the loan: (1) the Note; (2) Security Agreements granting to lender security interests in the Collateral; (3) financing statements and all other documents perfecting lender's Security Interests; (4) evidence of insurance as required below; (5) guaranties; (6) together with all such Related Documents as lender may require for the loan; all in form and substance satisfactory to lender and lender's counsel. Borrower's Authorization. Borrower shall have provided in form and substance satisfactory to lender properly certified resolutions. duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents, In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as lender or its counsel, may require. Payment of Fees and Expenses. Borrower shall have paid to lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document. Representations and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. No Event of Default, There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to lender. as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists: Organization. Borrower is a corporation for profit which is. and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Indiana. Borrower is duly authorized to transact business in all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business, Specifically, Borrower is. and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition, Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 13017 Parkside Drive, Fishers, IN 46038, Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify lender prior to any change in the location of Borrower's state of organization or any change in Borrower's name. Borrower shall dG all things necessary to preserve and to keep in full force and effect its existence. rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or Quasi-governmental authority or court applicable to Borrower and Borrower's business activities. Assumed Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None. Authorization. Borrower's execution, delivery. and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of Borrower's articles of incorporation or organization, or bylaws, or any agreement or other instrument binding upon Borrower or (2l any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties. Financial Information. Each of Borrower's financial statements supplied to lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to lender. Borrower has no material contingent obligations except as disclosed in such financial statements. legal Effect. This Agreement constitutes, and any instrument OJ agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. Properties. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to lender and as accepted by lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements BUSINESS LOAN AGREEMENT (Continued) Page 2 relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (51 years. Hazardous Substances. Except as disclosed to and acknowledged by lender in writing. Borrower represents and warrants that: (1) During the period of Borrower's ownership of Borrower's Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under. about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental laws; (b) any use, generation, manufacture, storage. treatment. disposal, release or threatened release of any Hazardous Substance on. under, about or from the Collateral by any prior owners or occupants of any of the Coilateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat. dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental laws. Borrower authorizes lender and its agents to enter upon the Collateral to make such inspections and tests as lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by lender shall be at Borrower's expense and for lender's purposes only and shall not be construed to create any responsibility or liability on the part of lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (21 agrees to indemnify and hold harmless lender against any and all claims, losses, liabilities, damages, penalties, and expenses which lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Coilatenl. The provisions of this section 01 the Agreement, including the obligation to indemnify, shail survive the payment 01 the Indebtedness and the termination, expiration or satislaction 01 this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by lore closure or otherwise. Litigation and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by lender in writing. Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been liled, and all taxes. assessments and other governmental charges have been paid in lull, except those presently being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided. Lien Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment 01 any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's loan and Note, that would be prior or that may in any way be superior to lender's Security Interests and rights in and to such Collateral. Binding Effect. This Agreement, the Note, all Security Agreements (if any). and all Related Documents are binding upon the signers thereof. as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect. Borrower will: Notices of Claims and Litigation. Promptly inform lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor, Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit lender to examine and audit Borrower's books and records at all reasonable times. . Financial Statements. Furnish lender with such financial statements and other related information at such frequencies and in such detail as lender may reasonably request. Additional Information. Furnish such additional information and statements, as lender may request from time to time. Insurance, Maintain fire and other risk insurance, publiC liability insurance, and such other insurance as lender may require with respect to Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates 01 insurance in lorm satisfactory to lender, including stipulations that coverages will not be cancelled or diminished without at least lorty-live (45) days prior written notice to lender, Each insurance policy also shall include an endorsement providing that coverage in favor' of Lender will not be impaired in any way by any act, omission or default 01 Borrower or any other person, In connection with all policies covering assets in which lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as lender may require. Insurance Reports. Furnish to Lender. upon request of lender, reports on each existing insurance pollc.:y showing such information as lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date 01 the policy. In addition, upon request 01 lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of. such appraisal shall be paid by Borrower. Guaranties. Prior to disbursement of any loan proceeds. furnish executed guaranties of the loans in favor of lender, executed by the guarantor named below, on lender's forms. and in the amount and under the conditions set forth in those guaranties. Name of Guarantor Amount Jeffrey L Neal Unlimited Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify lender immediately in writing of any default in connection with any other such agreements. loan Proceeds. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender in Wfltlng. Taxes, Charges and liens. Pay and discharge when due all of its indebtedness and obligations. including without limitation all assessments, taxes, governmental charges, levies and liens. of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior BUSINESS LOAN AGREEMENT (Continued) Page 3 to the date on which penalties would attach, and all lawful claims that, if unpaid. might become a lien or charge upon any of Borrower's properties, income, or profits. Performance. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and lender. Borrower shall notify lender immediately in writing of any default in connection with any agreement. Operations. Maintain executive and management personnel with substantially the same qu~lifications and experience as the prese,nt executive and management personnel; provide written notice to lender of any change in executive and management personnel; conduct Its business affairs in a reasonable and prudent manner. Environmental Studies. Promptly conduct and complete. at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance under applicable federal, state. or local law, rule, regulation, order or directive, at or affecting any property or any facility owned, leased or used by Borrower, Compliance with Governmental Requirements. Comply with all laws, ordinances. and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations. and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified lender in writing prior to doing so and so long as, in lender's sole opinion, lender's interests in the Collateral are not jeopardized. lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to lender. to protect lender's interest. Inspection. Permit employees or agents of lender at any reasonable time to inspect any and all Collateral for the loan or loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of lender, shall notify such party to permit lender free access to such records at all reasonable times and to provide lender with copies of any records it may request, all at Borrower's expense. Compliance Certificates. Unless waived in writing by lender, provide lender at least annually, with a certificate executed by Borrower's chief financial officer, or other officer or person acceptable to lender, certifying that the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement. Environmental Compliance and Reports. Borrower shall comply in all respects with any and all Environmental laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons. lien, cit~:;on, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances, Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments. financing statements, instruments. documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the loans and to perfect all Security Interests. lENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, lender on Borrower's behalf may (but shall not be obligated to) take any action that lender deems appropriate, including but not limited to discharging or paying all taxes, liens. security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or IC) be treated as a balloon payment which will be due and payable at the Note's maturity. NEGATIVE COVENANTS. Borrower covenants and agrees with lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of lender: Indebtedness and liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to lender contemplated by this Agreement. create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell. transfer, mortgage, assign. pledge. lease. grant a security interest in. or encumber any of Borrower's assets (except as allowed as Permitted liens), or (3) sell with recourse any of Borrower's accounts, except to Lender. "- Continuity of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business. or (3) pay any dividends on Borrower's stock lother than dividends payable in its stock), provided, however that notwithstanding the foregoing. but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends. if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 19B6, as amended), Borrower may pay cash dividends on. its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure. Loans, Acquisitions and Guaranties. (1) Loan. invest in or advance money or assets, (2) purchase. create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business, CESSATION OF ADVANCES. If lender has made any commitment to make any loan to Borrower, whether under this Agreement or under any other agreement. lender shall have no obligation to make Loan Advances or to disburse loan proceeds if: (At Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any BUSINESS LOAN AGREEMENT (Continued) Page 4 Guarantor, or in the value of any Collateral securing any Loan; or ID) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred, RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account), This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future, However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff wOlild be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided in this paragraph, DEFAULT, Each of the following shall constitute an Event of Default under this Agreement: Payment Defalilt, Borrower fails to make any payment when due under the Loan, Other Defaults, Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower, Defalilt in Favor of Third Parties, Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's or any Grantor's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents, False Statements, Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower. the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Defective Collateralization, This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. Creditor or Forfeiture Proceedings, Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral se-curing the Loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender, However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives lender written notice of the creditor or forfeiture proceeding and deposits with lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by lender. in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Gliarantor, Any of the preceding events occms with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. In the event of a death, lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to lender, and, in doing so. cure any Event of Default. Change in Ownership, Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the loan is impaired. Insecurity. lender in good faith believes itself insecure. Right to Clire, If any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a notice of a similar default within the preceding twelve (12) months, it may be cured land no Event of Default will have occurred) if Borrower or Grantor, as the case may be, after receiving written notice from lender demanding cure of such default: (1) cure the default within ten (101 days; or (2) if the cure requires more than ten (10) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. EFFECT OF AN EVENT OF DEFAULT, If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments ahd obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise_ Except as may be prohibite,n,y applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently, Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies, All Loans shall be repaid under all circumstances without relief from any Indiana or other valuation and appraisement laws. MISCELLANEOUS PROVISIONS, The following miscellaneous provisions are a part of this Agreement: Amendments. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writiilQ and signed by the party or parties sought to be charged or bound by the alteration or amendment. Anorneys' Fees; Expenses. Borrower agrees to pay upon demand all of lender's costs and expenses, including lender's attorneys' fees and lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals. and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. BUSINESS LOAN AGREEMENT (Continued) Page 5 Consent to loan Participation. Borrower agrees and consents to lender's sale or transfer, whether now or later, of one or more participation interests in the loan to one or more purchasers, whether related or unrelated to lender, lender may provide, without any limitation whatsoever, to anyone or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters, Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests, Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests, Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan, Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender, Goveming law, This Agreement will be governed by. construed and enforced in accordance with federal law and the laws of the State of Indiana, This Agreement has been accepted by lender in the State of Indiana. Choice of Venue, If there is a lawsuit, Borrower agrees upon lender's request to submit to the jurisdiction of the courts of Marion County, State of Indiana, No Waiver by lender. lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of lender in exercising any 'right shall operate'as a waiver of such right or any other right, A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement, No prior waiver by lender, nor any course of dealing between Lender and Borrower, or between lender and any Grantor, shall constitute a waiver of any of lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions, Whenever the consent of lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of lender, Notices, Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address, For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address, Unless otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers, Severability, If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance, If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable, If the offending provision cannot be so modified, it shall be considered deleted from this Agreement, Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement, Subsidiaries and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates, Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates, Successors and Assigns, All covenants and agreements contained by or on behalf of Borrower shall bind Borrower's successors and assigns and shall inure to the benefit of Lender and its successors and assigns, Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of lender. Survival of Representations and Warranties, Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur, Time is of the Essence, Time is of the essence in the performance of this Agreement. Waive Jury, All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding. or counterclaim brought by any party against any other party, DEFINITIONS, The following capitalized words and terms shall have the following meanings when used in this Agreement, Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United State,!Lof America, Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require, Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code, Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: Advance, The word" Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement, Agreement, The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time, Borrower, The word "Borrower" means The Corner Kick, Inc.. and all other persons and entities signing the Note in whatever capacity, Collateral. The word "Collatera'" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortg.ge, deed of trust, assignment, pledge, crop pledge, chattel mortgage. collateral chattel mortgage, chattel trust, factor's tien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whet:'er created by law, contract, or otherwise, Environmental Laws, The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances BUSINESS LOAN AGREEMENT' (Continued) Page 6 relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U,S.C, Section 9601, et seq, ("CERCLA "J, the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No, 99,499 ("SARA "J, the Hazardous Materials Transportation Act, 49 U,S,C, Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U,S,C, Section 6901, et seq" or other applicable state or federal laws, rules, or regulations adopted pursuant thereto, Event of Default, The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement, GAAP. The word "GAAP" means generally accepted accounting principles. Grantor. The word "Grantor" means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest, Guarantor, The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan, Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note, Hazardous Substances. The words "Hazardous Substances" mean materials that, because of their quantity. concentration or physical. chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used. treated. stored, disposed of. generated, manufactured, transported or otherwise handled, The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws, The term "Hazardous Substances" also includes. without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos, Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents, Lender, The word "Lender" means First Indiana Bank, N.A., its successors and assigns. Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time, Note. The word "Note" means the Note executed by The Corner Kick, Inc, in the principal amount of $20,000,00 dated September 22. 2003, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Permitted Liens, The words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen. mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of the date of this Agreement. have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets, Related Documents, The words "Related Documents" mean all promissory notes, credit agreements, loan agreements. environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments. agreements and documents, whether now or hereafter existing, executed in connection with the Loan, Security Agreement. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest, Security Interest, The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment. pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt. lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law. contract, or otherwise, BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS, THIS BUSINESS LOAN AGREEMENT IS DATED SEPTEMBER 22, 2003, BORROWER: THIT1 KICK, IN, C, By: ,A Jeffrey l. Neal. President of The Corner Kick, Inc, -'""\. BUSINESS LOAN AGREEMENT' (Continued) Page 7 -. lENDER: ARST INDIANA BANK. N,A, ~ vI' LASfi"MO~.V..L21.20.00J ~..........~SoMiona._.t.f1.2003. M",-,*"-'-'. -IN V;\l,ASEIW"MI\CFN.PL\C.o.FC TA-U2.......