LOAN AGREEMENT between ***, LENDER and ***, COMPANY DATEDMAY, 1987LOAN AGREEMENT This loan agreement is made and entered into on this the _____ day of May, 1987,
between ***, hereinafter “Lender”, a banking corporation with its principal offices located at
***, Brandon, Mississippi, 39042, and ***, ***, Jackson, Mississippi, 39209, a Mississippi corporation, hereinafter “Company". WITNESSETH WHEREAS, Company is in the business of leasing equipment, supplies and
accessories to persons, partnerships, corporations, the State of Mississippi and political
subdivisions thereof and the United States of America and desires to assign leases to Lender
in exchange for loans; andWHEREAS, Lender is in the business of loaning funds as requested by Company within
the State of Mississippi; andWHEREAS, Lender and Company have been doing business together as Lender and
Company since January, 1983 and presently are doing business together; andWHEREAS, there presently exists between Lender and Company certain security
agreements, financing statements, guaranty agreements and assignment of life insurance policies as evidenced by the attached Exhibit "A"; and WHEREAS, there also exists between Lender and Company dated prior to the date of
this agreement certain assignment; of leases to Lender by Company and certain security
agreements and notes executed by Company to Lender; andWHEREAS, Lender and Company desire that all said security agreements, financing
statements, guaranty agreements, assignment of life insurance policies, promissory notes and assignments of leases shall remain in full force and effect except as hereinafter stated, and all
said agreements are hereby ratified, approved and continued by Lender and Company; and
WHEREAS, all future assignment of leases, promissory notes, financing statements
and loans by and between Lender and Company shall be made in reference to this agreement and no additional financing will be made on the previous agreements executed prior
to the date hereof except that said agreements shall continue to secure and provide the payment
of the assignment of leases and promissory notes presently existing between Lender and
Company; and WHEREAS, any loan agreement amount provided for herein will be decreased by the
amount of the outstanding loan balance to Company under the previous agreements until such time as the outstanding loan balance under the previous agreement is reduced, in which
event the loan amount pursuant to this agreement shall be automatically increased by the
reduction to the present outstanding loan balance; and WHEREAS, Lender desires to agree to loan up to an aggregate and maximum total of
one million five hundred thousand dollars ($1,500,000.00) to Company consistent with the terms
of this agreement.NOW, THEREFORE, in consideration of the premises and the mutual convenants
hereinafter contained, the parties hereto convenant, contract and agree as follows:1.Amount and Terms of Loan: Lender agrees, subject to the terms and conditions
in this loan agreement, to lend to Company up to an aggregate maximum of one million five
hundred thousand dollars ($1,500.000.00), as evidenced by promissory notes executed from time
to time by Company to Lender at different intervals of time upon receipt by Lender of
assignment of leases, each such promissory note to bear interest; at not more than ______ %
above the New York Prime Rate as published in the Wall Street Journal, each such promissory
note to be paid in accordance with the terms thereof.2. Prepayment: Company shall have the right to prepay at any time before maturity
of any note or notes in the inverse order of maturity, provided each note having a later maturity
date has been paid in full, together with interest thereon, without prepayment penalty.3. Conditions Precedent: Lender shall not be obligated to lend any monies until it
has received the following:(a)An opinion of counsel of Company, satisfactory in form and substance to Lender
and its counsel, as to the validity of the organization of Company, its authority to execute and
deliver this agreement, and all agreements, notes and other documents referred to herein.(b) A copy of the certificate of incorporation of Company including all former
names and name changes of Company, certified by the Secretary of State of the State of Mississippi, including all amendments thereto. (c) A certified copy of the by-laws of Company presently in force.
(d)A certified copy of the resolution of the Board of Directors of Company
authorizing the execution of this agreement and all other agreements, notes and documents referred to herein. (e)A certified copy of audited financial statements of Company for the last fiscal
year of the Company.4.Loan Procedures: Lender and Company shall abide by the following loan
procedures:(a)From time to time Company shall assign leases unto Bank as security for the
payment of any promissory notes executed by Company to Lender, said assignment of leases to
be in a form satisfactory to Lender. Company leases its equipment for intervals of 12, 24 and 36
months. The 12 month leases shall be placed in one category of security and the 24 and 36
month leases shall be placed in a second category of security. One promissory note may be executed for any number of 12 month leases or 24 and 36 month leases. 12 month leases and
24/36 month leases will not be combined in one promissory note. (b) Lender will review the credit worthiness of each Lessee in the leases proposed to be
assigned to Lender by Company and may reject any lease which Lender determines, in its sole
discretion, is unsuitable to stand as security for a loan to Company. Lender will notifiy
Company within 10 days of receipt of any lease whether or not the lease is acceptable.(c)On 12 month leases which are accepted by Lender, Lender agrees to loan unto
Company up to a maximum of 100% of the lease value. On 24 and 36 month leases accepted
by Lender, Lender agrees to loan unto Company up to a maximum of 80% of the lease value.
Lease value is the total of payments to made under the terms of any one lease.(d) At each loan transaction, Company agrees to furnish Lender with a UCC Financing
Statement executed by Lessee and Company showing Rankin County Bank as assignee of Company, the original lease agreement, simple interest note disclosure, and security
agreement, extension of master security agreement and assignment of lease. (e) Company may continue to collect all rental payments on any lease assigned to
Lender until such time as Lender revokes their authority to do so by written notice.(f) Upon receipt of the assignment of any lease, Lender will notify the Lessee that
the lease has been assigned to Lender and request that Lessee acknowledge receipt of the assignment and return same to Lender. Lessee will be notified that it may continue to make
payments unto Company until such time as it is notified otherwise to make payments directly to
Lender.(g) On each installment due date in any promissory note executed by Company to Bank,
Company's account; number _______________________ at Rankin County Bank shall be
debited for the amount due. Company will at all times maintain a sufficient balance in said account to
cover any debits made to said account; by Lender. In the event t;hat the funds presently
deposited in said account are insufficient on the date of the debit to the account; Company will
be immediately notified and given 24 hours to deposit an amount of funds sufficient to cover said
debit. (h) In the event that the Lessee defaults in payment to Company or Lender, Company
agrees to continue making payments unto Lender in accordance with the promissory note
executed with the assignment of said lease. In the event that Lessor desires to withdraw any
lease previously assigned to Lender, Company may do so upon payment unto Lender of the
accelerated payments due under any such lease.(i) Upon full payment of any promissory note of which leases are assigned, the
original leases will be returned and reassigned to Company.5. Security Agreement. Company agrees to execute and deliver unto Lender a security
agreement agreement, *** of financing statements, *** Commercial Code in form and substance satisfactory to Lender and its counsel, covering all of Company's inventory, equipment, chattel
paper, contract rights and accounts receivable as a master security agreement to secure the
payment of any loans from Lender unto Company up to the aggregate maximum of one
million five hundred thousand dollars ($1,500,000.00). 6. Additional Security. If at any time or times, in the opinion of Lender, or counsel, the
prospect of payment or performance hereunder is impaired, Company shall furnish unto Lender
within ten days of Lender's demand therefore, such further security as may be satisfactory to
Lender and shall duly execute and deliver all such instruments and documents as in the opinion
of Lender are necessary and desirable in connection therewith.7. Guaranties. Company shall cause to be duly executed and delivered unto Lender
guaranties of the Company's indebtedness to Lender of one million five hundred thousand
dollars ($1,500,000.00), said guaranties to be executed by ***, ***, *** and ***. Each guaranty
shall be in form and substance satisfactory to Lender and delivered on the date this agreement is
executed.8. Assignment of Life Insurance. To further secure the payment of the indebtedness
herein, Company shall cause to be assigned unto Lender, life insurance policies on the lives of
*** and *** in the amount of one million five hundred thousand dollars ($1,500,000.00) each
with *** as beneficiary of each such life insurance policy. In the event that either assignor of
life insurance policy shall die, the full one million five hundred thousand dollar ($1,500,000.00)
proceeds shall be paid unto *** by the insurer and *** shall dispose of or maintain said
funds in either of the following options:(a) Lender will, upon receipt of the insurance proceeds, pay $200,000.00 unto the spouse
of the deceased and place the remainder in an interest bearing escrow account until such time
as two audited financial statements of Company are received by Lender, one for the year in
which the deceased, died and one for the next fiscal year of Company. Upon receiving the audited
financial statement for said two years, Lender will determine, in its discretion, whether or not to
apply the life insurance proceeds to the outstanding debt of Company and refund the remainder,
or refund the entire insurance proceeds plus accrued interest.OR (b) Lender will apply the life insurance proceeds to the then existing accelerated
outstanding debt of Company to Lender and pay the remainder, if any, to Company. In the event t;hat this option is chosen by Lender, this agreement may be continued in full force and
effect after the application of said life insurance proceeds as provided herein, provided that
Lender and Company execute an agreement agreeing to extend this agreement further. 9. Use of Proceeds. Company agrees that the proceeds of any loan to Company by
Lender shall be used for general working capital of Company and for no other purposes.10. Affirmative Convenants. Company convenants and agrees that until all notes with
interest and all other indebtedness to Lender under this Agreement are fully paid unless specifically waived by Lender in writing to:(a) As soon as practical and in any event within forty-five (45) days after the close of
the fiscal year of Company, to provide Lender with audited consolidated and consolidating
sheets and financial statements of Company, including a consolidated and consolidating
statement of the income and surplus account of Company, a consolidated and consolidating stat;ement of changes
in financial position of Company as compared to the last fiscal year, all in reasonable detail and
certified by a certified public accountant to be true and correct. (b) To provide Lender promptly upon receipt; thereof, of copies of all financial
reports, if any, submitted to Company in connection with each annual or interim audit of their
respective books by its auditors.(c) Promptly upon receipt thereof, provide Lender with copies of all reports to or from
t;he Securities and Exchange Commission or any other governmental agency or any Securities
Exchange, and all reports, notices or statements sent to its stockholders.(d) Promptly upon the commencement thereof, provide Lender with written notice of
any litigation, including arbitrations, and of any proceedings before any governmental agency,
where the amount involved exceeds $10,000.00 whether or not same is covered by insurance.(e) With reasonable promptness provide Lender with such other information respecting
the business, operations and financial condition of Company as Lender may from time- to-time request. Lender is hereby authorized to deliver a copy of any financial statement or any
other information relating to the business, operation or financial condition of Company which
may be furnished to it or come to its attention pursuant to this agreement or otherwise, to anyregulatory body or agency having jurisdiction over Lender or to any person which shall, or shall
have any right or obligation to, succeed to all or any part of the Lender's interest in the notes
or to its counsel or accountants.
11. Taxes and Claims. Company shall duly pay and discharge (a) all taxes,
assessments and governmental charges upon or against Company or its respective properties or assets prior to the date on which penalties attach thereto, unless and to the extent that
such taxes are being diligently contested in good faith and by appropriate proceedings and
appropriate services therefore have been established and (b) all lawful claims, whether for
tort damages, labor, maLerials, supplies, services, repairs, wages or otherwise, which might or
could, if unpaid, become a lien or charge upon the properties or assets of the Company,
unless and to the extent only that same are being diligently contested in good faith and by
appropriate proceedings and appropriate reserves therefore have been established. 12. Insurance.(a)The Company shall (i) keep all of its proper-copy of any financial statement or
any other information relating to the business, operation or financial condition of Company
which may be furnished to it or come to its attention pursuant to this agreement or otherwise, to
any regulatory body or agency having jurisdiction over Lender or to any person which shall, or shall
have any right or obligation to, succeed to all or any part of the Lender's interest in the notes
or to its counsel or accountants. 11. Taxes and Claims. Company shall duly pay and discharge (a) all taxes,
assessments and governmental charges upon or against Company or its respective properties or assets prior to the date on which penalties attach thereto, unless and to the extent that
such taxes are being diligently contested in good faith and by appropriate proceedings and
appropriate services therefore have been established and (b) all lawful claims, whether for
tort damages, labor, mat;erials, supplies, services, repairs, wages or otherwise, which might or
could, if unpaid, become a lien or charge upon the properties or assets of the Company,
unless and to the extent only that same are being diligently contested in good faith and by
appropriate proceedings and appropriate reserves therefore have been established. 12. Insurance.(a)The Company shall (i) keep all of its properties adequately insured at all times
and with responsible insurance carriers qualified to do business under the laws of the State of
Mississippi against loss or damage by fire or other hazards, (ii) maintain adequate insurance at
all times with responsible insurance carriers qualified to do business in the State of Mississippi
against liability on account of damage to person or property and under all applicable workmen's
compensation laws and (iii) maintain adequate insurance covering such other risks as Lender
may reasonable request. For purpose of this section, insurance shall be deemed adequate if same
is not less extensive in coverage and amount as is customarily maintained by other persons
engaged in the same or similar business similarily situated. All insurance covering Langible
personal property subject to a lien or security interest in favor of Lender granted pursuant to
this agreement or under any other instrument or document given as security pursuant hereto
shall provide that, in the case of each separate loss in excess of $2,000.00, the full amount of
insurance proceeds with respect thereto shall be payable to Lender as mortgagee, said insurance
proceeds to be applied by Lender to Company's debt on the insured loss. (1) Company shall from time to time upon request of Lender promptly furnish and cause
to be furnished to Lender evidence, in form and substance satisfactory to, of the maintenance of
all insurance as required by this section, including, but not limited to such originals or copies as Lender may request of policies, certificates of insurance, ri&ers and endorsements
relating to such insurance and proof of premium payments. 13. Books and Reserves: Company shall maintain, at all times, true and complet;e
books, records, and accounts in which true and correct entries shall be made of its transactions in
accordance with generally accepted accounting principals consistently applied and consistent
with those applied in the preparation of the financial statements as referred to above, and by
means of appropriate quarterly entries, *** in its account and in all financial statements proper
liabilities in reserves for all taxes and proper reserves for depreciation, renewals and
replacements, obsolescence, and amortization of its properties and bad debts, all in accordance
with generally accepted accounting principals consistently applied.14. Properties in Good Condition. Company shall keep and cause its lessees to keep,
their respective properties in good repair, working order and condition and, from time to time,
make a neatful and proper repair, renewals, replacements, additions, and improvements thereto,
so that the business carried on may be properly and advantegeously conducted at all times in
accordance with prudent business management.15. Inspection by Lender. Company shall allow and shall cause its lessees to allow,
any representative of Lender to visit and inspect; any of the properties of Company its lessees, to
examine the books of account and other records and files of the Company and Lessees and to
discuss affairs, business, finances, and accounts of Company and each of its subsidiaries with
their respective officers and employees, all at such reasonable times and as often as Lender may
request.16.Pay Indebtedness to Lender and Perform Other Covenants. Company shall (a)
make full and timely payment of all principal and interest on the note or notes executed in
connection herewit;h and all other indebtedness of Company to Lender, whether now existing or
hereafter arising (b) duly comply with all terms and covenants contained in each instrument and document given to Lender in connection with and pursuant to this agreement, all at the times and
places and in the manner set; forth therein, and (c) at all times maintain the liens and security
interest provided for under or pursuant to as valid and perfected liens and security interest on the
property intended to be covered thereby. Company further agrees to duly execute and deliver to
Lender such further instruments as may be necessary to execute in order to further secure Lender
and to do and cause to be done such further acts as may be necessary or proper in the opinion of
Lender to carry out more effectively the provisions and purposes of this agreement.
17.Negative Convenants. Company convenants and agrees that until the note or
notes together with all interest and all other indebtedness to Lender under this agreement are
paid in full, Company shall not, without prior written consent of Bank:(a) permit working capital at any time to be less than(b) make or be committed to make, or permit any subsidiary to make or be committed
to make, directly or indirectly, expenditures for fixed or capital assets (including but not
limited to payments on account of any mortgages, liens, or security interest permitted pursuant to
this agreeement) amounting in the aggregate for Company for any fiscal year of Company (on a non-cummulative basis, to the effect that any amounts not expended in any one period may not
be expended in any subsequent) to more than ***(c) create, incur, assume, or suffer to exist any mortgage, pledge, security interest,
incumbrance, lien, or charge of any kind upon or defect in title to or restriction upon the use of
any of Company's assets of any character, whether owned at the date hereof or hereafter
acquired, except:(i) mortgages, liens, pledges and security interest in favor of lender.(ii) liens arising out of judgement;s or awards in respect to which Company shall in good
faith be prosecuting an appeal or proceedings for review and in respect of which Company shall
have secured a substituting stay on execution pending such appeal or proceedings for review
provided Company shall have set aside on its books adequate reserve with respect to such
judgment or award.(iii) liens for taxes, assessments, or govemmental charges or levys provided payment
therefore shall not be at the time be required in accordance with paragraph _____(iv) deposits, liens, or pledges to secure payments of workmen's compensation,
unemployment insurance, pensions or other social security obligations, public or statutory
obligations, surety, stay or appeal bonds or other similar obligations arising in the ordinary
course of business and securing sums which are not passed due, or deposits or pledges to
obtain the release of any such liens.(v) statutory landlord liens to which Company is a party.(vi) zoning restrictions, easements, licenses, (and/or) restrictions on the use of real
property for minor irregularties entitled thereto which do not materially impair the use of
such property in the operation of the business of the Company or the value of such property for
the purpose of such business.(vii) purchase money mortgages or other purchase money, liens or security interest
(including without limitations, finance leases) on any such assets hereafter acquired existing at
the time of acquisition thereof whether or not assumed, provided that no such mortgage, lien or-
security interest shall extend to or cover any other property of Company and provided that the
prinicpal amount incurred by any such mortgage, lien or security interest together withall other indebtedness, other than to Lender, secured by mortgages, liens or security interest on
such property shall not exceed 85% of the cost, (including in the computation of such costs, the
total amount secured by any such mortgage, lien or security interest) of the property acquired or
the value thereof (determined upon request of Lender by independent appraiser satisfactory to
Lender) at the time of acquisition, whichever shall be the lesser. (viii) mortgages, liens and security interest existing on the date hereof but not
the extension of maturity, refunding or modification thereof in the whole or in part except to Lender.(d) permit tangible net worth at any time to be less than impair the use of such property
in the operation of the business of the Company or the value of such property for the purpose of
such business.(vii) purchase money mortgages or other purchase money, liens or security interest
(including without limitations, finance leases) on any such assets hereafter acquired existing at
the time of acquisition thereof whether or not assumed, provided that no such mortgage, lien or
security interest shall extend to or cover any other property of Company and provided that the
prinicpal amount incurred by any such mortgage, lien or security interest together with all other
indebtedness, other than to Lender, secured by mortgages, liens or security interest on such
property shall not exceed 85% of the cost, (including in the computation of such costs, the total
amount secured by any such mortgage, lien or security interest) of the property acquired or the value thereof (determined upon request of Lender by independent appraiser satisfactory to
Lender) at the time of acquisition, whichever shall be the lesser. (viii) mortgages, liens and security interest existing on the date hereof but not
the extension of maturity, refunding or modification thereof in the whole or in part except to Lender.(d) permit tangible net worth at any time to be less than(e) lend or advance money, credit or property to any person, or invest in, by capital
contribution or otherwise (or purchase or repurchase the stock or indebtedness, of all or a
substantial part of the assets or properties or any person), guaranty, assume, endorse or otherwise become responsible for (directly or indirectly or by any instrument having the effect of assuring any persons payment or performance) the indebtedness, performance, obligations, stock or dividends of any person, or agree to do any of the foregoing, except: endorsement of
negotiable instruments for deposit or collection in the ordinary course of business. 18.Negative Convenants. Company shall not:(a) Enter into any transaction of merger or consolidation, or transfer, sell, assign, lease,
or otherwise dispose of all or a substantial part of its properties or assets, or any of its notes or
accounts receivables or any stock or indebtedness of any subsidiary or any assets or properties
necessary or desirable for the proper conduct of its business or change the nature of its business,
or wind up, liquidate, or dissolve or agree to do any of the foregoing, or permit any
subsidiary to do so except that any subsidiary may dissolve, or transfer all or a substantial part of
its properties and assets to, or may merge into the Company, the Company may transfer or sell
any stock or indebtedness of any subsidiary to another subsidiary and any subsidairy may
transfer or sell any stock or indebtedness of any other subsidiary. (b) Permit or suffer any subsidiary to acquire, hold or own any shares of stock of the
Company or to issue or sell any shares of its own stock of any class to any person except the
Company or another subsidiary.(c) To purchase, redeem or otherwise retire any common or other shares of Company, or
apply or set apart any of its assets therefore, or make any other substantial change in the now
existing structure of Company.(d) Declare or pay any dividends on any shares of stock of any class of Company other
than dividends as have customarily been paid in previous years during Company's business.19. Events of Default. If any one or more of the following events, hereinafter "Events
of Default", shall occur for any reasaon whatsoever, whether voluntary or involuntary or by
operation of law, Company shall be in default:(a) Company fails to make punctual payments on the promissory note or note executed
in accordance herewith when and as the same become due and payable, whether at maturity or at
a date fixed for prepayment or by acceleration or otherwise.(b)Company fails in the performance or observance of or shall occur under, any
covenant, agreement, or other provision of this agreement or in any instrument or document delivered to Lender in connection with or pursuant to this agreement, or if any such instrument
or document shall terminate or become void or unenforceable without written consent of Lender. (c) A representation or warranty or any other statement of fact herein or in any writing,
certificate report, or statement at any time furnished to Lender pursuant to or in connection with
this agreement, or otherwise, shall be false or misleading in any material respect;.(d) The Company shall admit in writing its inability to pay its debts generally as they
become due, file a petition in bankruptcy or a petition to take advantage of any insolvency act;
make an assignment for the benefit of its creditors; commence a proceeding for the appointment
of a receiver, trustee, liquidator or conservator of itself or of a whole or any substantial part of its
property; file a petition or answer seeking reorganization or arrangement or similary relief under
the federal bankruptcy laws or any other applicable law or statute of the United States or any other state. (e) The Company shall be adjudged a bankrupt; or a court of competent jurisdiction shall
enter into an order, judgment, or decree appointing a receiver, trustee, liquidater, or
conservator of Company or of the whole or any substantial part of its properties or approve a
petition filed against Company seeking reorganization or similar relief under the" federal
bankruptcy law or any other applicable law or statut;e of the United States or any otherstate, or if, under the provisions of any other law for the relief or aid of debtors, a court of
competent jurisdiction shall assume custody or control of Company or of t;he whole or any
substantial part of its properties; or if there is commenced against the Company any proceeding
or any of the foregoing relief or if a petiLion in bankruptcy is filed against the Company in
any such proceeding or petition remains undismissed for a period of ten days; or if the Company by any act indicates its consent to, approval of or acquiescence in any such proceeding
or petition. (f) Any judgment against Company or any attachment or execution against any of its
property for any amount in excess of $10,000.00 remains unpaid, unstayed, or undismissed for a
period of more than ten days.(g) Lender shall consider the indebtedness of Company to Lender insecure or any
part of any collateral therefore unsafe, insecure, or insufficient, and Company shall not on
demand furnish other collateral or make payment on account satisfacLory to Lender.In the event of default, and at any time thereafter, Lender may, at its option, declare
all notes to be due and payable whereupon the maturity of the unpaid balance of the note or notes
shall be accelerated and the same, and all interest accrued thereon, shall forthwith become due
and payable without presentment, demand, protest, or notice of any kind, all of which are hereby
expressly waived, anything contained herein or in any note or notes to the contrary
notwithstanding.20. Suits for Enforcement. In case any one or more of the events of default shall occur
and be continuing, Lender may proceed to protest and enforce its rights or remedies either by
suit in equity or by action at law, or both, whether for the specific performance of any convenant, agreement or other provision contained herein, in the security agreement, promissory note or
notes, or any other document or instrument delivered in connection with or pursuant to this
agreement, or to enforce the payment of any such note or notes or any other legal or equitable
right or remedy. 21. Non-Exclusive Remedy. No right or remedy herein conferred upon Lender is
intended to be exclusive of any other right or remedy contained herein, in the security agreement
or in the note or notes or any instrument or document delivered in connection with or
pursuant to this Agreement, and every such right or remedy shall be cummulative and shall be
in addition to every other such right or remedy contained herein and thereafter or now or hereafter existing at law or in equity or by statute, or by otherwise. 22. Rights and Remedies not Waived. No course of dealing between Lender and
Company or any failure or delay on the part of Lender in exercising any rights or remedies hereunder shall operate as a waiver of any rights- or remedies of Lender and no single or partial
exercise of any rights or remedies hereunder shall operate as a waiver or preclude the exercise of
any other rights or remedies.
23.Representations and Warranties. In order to induce Lender to enter into this
agreement and to make the loans as herein provided for, Company makes the following representations and warranties which shall survive the execution and delivery of this
agreement and the security agreement, assignments and note or notes, and any inspection or
examination at any time may be made on behalf of Bank: (a) Corporate status - Company is a duly organized corporation in good standing of the
laws of the State of Mississippi with perpetual corporate existence, and has the corporate power
and authority to own its properties and to transact the business in which it is engaged and
presently proposes to engage. The Company is duly qualified as a foreign corporation and in
good standing in all states where the nature of its business or the ownership or use of property
requires such qualification.(b) Corporate Power and Authority - Company has the corporate power to borrow and to
execute, deliver and carry out the terms and provisions of this agreement, the notes and all
instruments and documents delivered by it pursuant to this agreement, and Company has taken or
caused to be taken all necessary corporate action (including but not limited to, the obtaining of
any consent of stockholders required by law or by the articles or certificate of incorporation or
by-laws of Company) to authorized the execution, delivery, and performance of this agreement,
the borrowing hereunder, the making and delivery of the note, and the cxccution, delivery and
performance of the inst;ruments and documents delivered by it pursuant to this agreement.(c) No violation of agreements - Company is not in default under any indenture,
mortgage, deed of trust, agreement, or other instrument to which it is a party or by which it
may be bound. Neither the execution and delivery of this agreement, the note or notes or any
other instrument or documents to be delivered pursuant to this agreement, nor the consummation
of the transaction herein and herein contemplated, nor complicance with the provisions hereof
or thereof will violat;e any law or regulation, or any order or decree of any court of any
governmental instrumentality, or *** will conflict with, or result in the breach of, or constitute a
default under, any indenture, mortgage, deed of trust, agreement or other inst;rument to
which the Company is a party or by which it may be bound or result in the creation or
imposition of any lien, charge, or encumbrance upon any of the property of Company, or
violate any provision of the articles or certificate of incorporation or by- laws of the Company.(d)No burdensome agreement - Company is not a party to any agreement or
instrument or subject to any corporate restriction materially or adversely affecting its
operations, business, properties or financial condition.(e) No litigation - That there are no actions, suits, or proceedings pending, or to the
knowledge of Company, threatened, against or affecting Company before any court, arbitrator,
or governmental or administrative body or agency which may result in any material adverse
change in the business, operations, properties or assets or in the condition, financial or
otherwise, of Company. Company is not in default in any material respect under any applicable
statute, rule, order, decree, or regulation of any court, arbitrator, or governmental body or agency
having jurisdiction over Company.
(f) Company has good and marketable title to all their respective properties and assets
subject to no liens, mortgages, pledges, security interest, incumbrances, or charges of any
kind, except as those permitted to the terms of this agreement.(g)Financial statements - That the consolidated balance sheets and financial
statements of Company for the preceeding fiscal year of Company, and the related con- solidated statement of income and surplus account of Company, including in such case the
related schedules and notes prepared by the independent public accountants reflected therein and certified by the chief accounting officer of Company and heretofore deliver to bank, are alltrue and correct and present fairly the financial condition of Company and of the state of any
such balance sheets, financial statements or statements of income and surplus. The Company has
not had any direct or contingent liabilities as of such date which are not provided for or reflected
insuch balance sheets. That all such financial statements have been prepared in accordance with
generally accepted accounting principals applied on a basis consistently maintained throughout
the period involved. That there has been no material adverse change in the assets, liabilities, pro-perties, business and condition, financial or otherwise, of Company since its last audit. (h)Company possesses all licenses required to conduct its respective business.(i) Company has filed all tax returns which are required to be filed and have paid all
taxes which have become due pursuant to such returns and pursuant to any assessment received
by them.(j)Governmental action - No action of, or filing with, any governmental or public
body or authority is required to authorize or is otherwise required in connection with, the
execution, delivery, and performance of this agreement, the note or notes, or any of the
instruments or documents to be delivered pursuant to this agreement.(k) Disclosure - neither the financial statements, nor any certificate, statement, report, or
other document; furnished to Lender by Company in connection herewith, or in connection with
any transaction contemplated hereby, nor this agreement contain any untrue statement of any material fact or omit to state any material fact necessary in order to make the statements
contained herein not misleading.24. Definitions. For purposes of this agreement the following definitions shall apply:"Current; Assets" shall be determined in accordance with generally accepted accounting
principals on a consolidated basis for Company and shall include only the following items:(i)Cash in bank, on hand, and in transit;(ii)Prepaid items (excluding unamortized debt discount and expense);(iii) Customer accounts, bills, and notes receivable acquired in the ordinary course of
business;
(iv) Inventories at not in excess of cost or current market value, whichever is lower;(v)Readily marketable direct obligations of the United States of America and
certificates of deposit, in each case at not in excess of cost or current; market value, whichever is lower;(vi) Cash surrender value of any insurance policies on the lives of the Company's
officers, of which the Company is both owner and beneficiary; all after deduction of adequate
reserves in each case where reserve is proper in accordance with generally accepted
accounting principals; provided, however, that any of such assets which are subject to a pledge,
lien, or security interest to secure payments of any indebtedness which is not included in
current; liabilties shall be excluded from current assets to the extent of such indebtedness."Current Liabilities" shall be determined in accordance with generally accepted
accounting principals on a consolidated basis for Company and shall include as of the date of
determination thereof,(i)All indebtedness payable on demand or maturing within one year after such date
without any option on the part of the obligator to extend or renew beyond such Tear,(ii) Final maturity, installments, and pre-payments of indebtedness (incurring, with
respect to the note or notes, not only required payments) required to be made within one year
after such date, and(iii) All other items (including taxes accured as estimated and reserves for deferred
income taxes) which, in accordance with generally accepted accounting principals, would be
included on a balance sheet as current liabilities. "Indebtedness" shall mean all items which, in accordance with generally accepted
accounting principals, would be included in determining total liabilities as shown on the liabilities side of a balance sheet as of the date indebtedness is to be determined and, in any
event, shall include all liabilities secured by any mortgage, pledge, lien, or security interest on
property owned or acquired, whether or not such liability shall have been assumed, and guaranties, endorsements, (other than for collection in the ordinary course of businees), and other
contingent obligations in respect of the obligations to others."Persona1 shall include an individual, corporation, association, joint; stock company,
business trust, partnership, joint venture, unincorporated organization, or government or any
agency or politial subdivision thereof."Tangible Networth" shall mean the total of all assets appearing on a balance sheet
prepared in accordance with generally accepted accounting principals for Company on a
consolidated basis, after deducting therefrom (without duplication of deductions);(i) Any right-of- sefoff in the book carrying value of any asset resulting from a
revaluation thereof subsequent to December 31, 1986;
(ii) All reserves, including but not limited to, reserves for liabilities, fixed or contingent,
deferred income taxes, obsolecence, depletion, insurance, and inventory valuation, which are not
deducted from assets;(iii) The amount, if any, at which shares of stock of Company appear on the asset side of
such balance sheet;(iv) All indebtedness of Company; and(v) All goodwill, research and development and other intangible items of any kind
appearing on the asset side of such balance sheet."Working Capital" shall mean the amount by which current assets exceeds current;
liablities.25. Collection Costs. In the event that Lender shall retain or engage an attorney or
attorneys to collect, enforce, or protect its interest with respect to this agreement, the note or
notes, or any instrument or document delivered pursuant to this agreement, including leases,
Company shall pay all costs and expenses of such collection, enforcement, or protection
including reasonable attorney's fees and Lender-' may take judgment for all such amounts, in addition to the unpaid principal balance of the note or notes and accrued interest thereon. 25.Modification/Waiver. No modification or wavier of any provision of the note or
notes or of this agreement or any other agreement executed by Company in connection herewith
and no consent by Lender to any departure therefrom by Company shall be effective unless
such modification or waiver shall be in writing and signed by a duly authori4ed officer of Lender
and same shall then be effective only for the period, on the conditions and for the specific
instances and purposes specified in such writing. No notice to or demand on the Company in any
case shall entitle the Company to any other or further notice or demand in similar or other
circumstances.26. Applicable Law. The note or notes, this agreement or any other agreements
executed in connection herewith shall be construed in accordance and governed by the laws of
the State of Mississippi.27. Notices. All notices, requests, demands, or other communications provided for
herein shall be in writing and shall be deemed to have been given when sent by and
delivered pursuant to this agreement, including leases, Company shall pay all costs and
expenses of such collection, enforcement, or protection including reasonable attorney's fees and
Lender: may take judgment for all such amounts, in addition to the unpaid principal balance of
the note or notes and accrued interest; thereon.25.Modification/Waiver. No modification or wavier of any provision of the note or
notes or of this agreement or any other agreement executed by Company in connection herewith
and no consent by Lender to any departure therefrom by Company shall be effective unless
such modification or waiver shall be in writing and signed by a duly authorized officer of Lender
and same shall then be effective only for the period, on the conditions and for the specific
instances and purposes specified in such writing. No notice to or demand on the Company in any
case shall entitle the Company to any other or further notice or demand in similar or other
circumstances. 26.Applicable Law. The note or notes, this agreement or any other agreements
executed in connection herewith shall be construed in accordance and governed by the laws of
the State of Mississippi.27.Notices. All notices, requests, demands, or other communications provided for
herein shall be in writing and shall be deemed to have been given when sent by registered
or cert;ified mail, return receipt; requested, addressed as the case may be, to Lender at ***,
Brandon, Mississippi, 39042, (Attention: Mr. ***), or to the Company at ***, Jackson, Mississippi, 30209 (Attention: ***), or to such other person or address as either party shall
designate to the other from time to time in writing forwarding in like manner. 28.Fees and Expenses. whether or not any loans are made hereunder, Company
shall pay all out-of -pocket expenses incurred by Lender in connection with the transaction
contemplated hereunder, including but not; limited to all filing fees and expenses of counsel for
Lender.29. Waiver of Jury Trial and Setoffs. Company hereby waives trial by jury and any
litigation in any court with respect to, in connection with, or arising out of this agreement, or the
security agreement, or note or notes, or any other instrument or document delivered pursuant to
this agreement, or the validity, protection1 interpretation, collection, or enforcement thereof,
or any other claim or dispute howsoever arising between Company and Lender; and Company
hereby wavies the right; to interpose any setoff or counterclaim or cross claim in connection
with any such litigation, herein respective of the nature of such setoff, counterclaim, or cross
claim.30.Designated Bank. Lender shall be designated and shall continue to be the prime
depositary of funds of Company.31.Captions. The captions of the various sections and paragraphs of this agreement
have been inserted only for the purposes of convenience; such captions are not a part of this
agreement and shall not be deemed in any manner to modify, explain, enlarge, or restrict any of
the provisions of this agreement.32.Security Acts Status. Company represents and warrants that it has not caused and
will not offer to be caused the sell, or conduct any act which would bring the issuance or sell of
any note or notes referred to herein or any other provision or document referred herein within the provisions of Section 5 of the Securities Act of 1933, as amended. Lender represents and
warrants that it is making or will make, the purchase and sale and the loan herein contemplated
for its account; and not with any present intentions of making any public offering or
affecting any distribution of the note or notes, but; Lender reserves the right to transfer the note
or notes, if, at any future date, Lender shall deem it advisable to do so. 33. Benefit of Agreement. This agreement shall be binding upon and inure to the benefit
of Company and Lender and their respective successors and assigns. Notwithstanding
the foregoing, Company may not assign, pledge, hypothecate, or otherwise transfer its interest herein.34.Entire Agreement. This agreement constitutes the entire agreement between
Company and Lender and no other prior or contemporaneous written or oral agreements shall be binding or effective. 35. Severability. In case any clause, provision or section of this loan agreement, or any
covenant, stipulation, obligation, agreement, act, or action, or part thereof, made, assumed,
entered into or taken under this loan agreement or any application thereof, is for any reason held to be illegal, invalid or inoperatable, such illegality, invalidity or inoperatability shall not
affect the remainder thereof or any other clause, provision or section or any other covenant,
stipulation, obligation, agreement, act or actions or part thereof made, assume, entered into,or taken thereunder, which shall at the time be construed and enforced as if such illegal or invalid
or inoperatable portion were not contained therein, nor shall such illegality or invalidity or
inoperatability of any application thereof affect any legal and valid and operatable application
thereof, from time-to-time, and each clause, provision, or section, convenant, stipulation,
obligation, agreement, act, or action, or part thereof shall be deemed effective, operative, made,
entered into or taken in the manner and to the full extent from time-to -time permitted by law. THIS agreement is entered by and between Lender and Company on the day and year
above first written. ***BY:***ITS:VICE PRESIDENT***BY:***ITS:***ITS:
STATE OF MISSISSIPPICOUNTY OF RANKIN PERSONALLY appeared before me, the undersigned authority in and for the county
and state, within my jurisdiction, the within named ***, who acknowledged that he is Vice
President of ***, , and that for and on behalf of the said corporation, and as its act and deed, the
signed, sealed and delivered the above and foregoing Loan Agreement for the purposes
mentioned on the day and year therein mentioned, after first having been duly authorized by said
corporation so to do. GIVEN under my hand and official seal this the ______ day of
___________________________ , 1987.NOTARY PUBLIC My Commission Expires:STATE OF MISSISSIPPICOUNTY OF PERSONALLY appeared before me, the undersigned authority in and for the county
and state, within my jurisdiction, the within named ***, who acknowledged that he isof ***, and that for and on behalf of the said corporation, and as its act and deed, the signed, sealed
and delivered the above and foregoing Loan Agreement for the purposes mentioned on the day
and year therein mentioned, after first having been duly authorized by said corporation so to do. GIVEN under my hand and official seal this the _____ day of
______________________________ , 1986. NOTARY PUBLICMy Commission Expires:STATE OF MISSISSIPPICOUNTY OF
PERSONALLY appeared before me, the undersigned authority in and for the county
and state, within my jurisdiction, the within named ***, who acknowledged that he is
of *** and that for and on behalf of the said corporation, and as its act and deed, the signed, sealed
and delivered the above and foregoing Loan Agreement for the purposes mentioned on the day
and year therein mentioned, after first having been duly authorized by said corporation so to do. GIVEN under my hand and official seal this the *** day of
_____________________________ , 1986. NOTARY PUBLICMy Commission Expires:
