Preview
FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018
FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018
U.S. Small Business Administration
.q
NOTE
SBA Loan # -06
SBA Loan Name
CPAPKE CORP
Date November ? 16 , 201 1
Loan Amount $250,000.00
InterestRate WSJ Prime + 2.25% adjustedmonthly
Borrower CPAPKE CORP
Operating Gompany CPAPKE CORP
Lender Manufacturers and TradersTrust Company
1 PROMISE TO PAY:
In returnforthe Loan,Borrower promises to payto the order
of Lenderthe amount of
Two Hundred-FiftyThousand and 00/100
Dollars, I
interest
on the unpaid principal
balance,and allotheramounts requiredby this Note.
2. DEFINITIONS:
"Collateral"
means any propertytaken as security
forpayment of this Note
or anyguarantee of this Note.
I
"Guarantor"
means each person or entity
thatsignsa guar'antee
of paymentofthis Note.
"Loan" means the loanevidenced by this
Note.
Documents"
"Loan means the documents relatedto this
loansigned byBorrower, any Guarantor,or anyonewho
pledgescollateral.
"SBA" means the SmallBusinessAdministration,an Agency of the United
Statesof America.
SBA Form 147(06/03/02) Version4.I Page1/6
True Copy: UCC Non-Authoritative Copy
FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018
3. PAYMENT TERMS:
Borrower must make all
payments at the place
Lender designates.The payment terms forthis Note
are:
The rate on this Note
interest willfluctuateThe initial
interest per year.
rate is 5.50% This rate is the prime
initial ratein
effecton the first
businessday ofthe month inwhich SBA receivedthe loan application,
plus 2.25%. The interest
initial
rate mustremain in effect the first
until changeperiod begins.
Borrower must pay interest
on the disbursed
principalbalance,plus principal
of $2,976.19every month,beginning one
month from the monththis Note must
is dared; payments be made on the same day in the months
as the date of this Note
they are due.
Lender willapply each installmen1
payment first
to payinterest
accrued to the day Lender
receivesthe payment,thento
bringpnneipal current,then to pay fees, and w ill
any late applyany remaining balanceto reduceprincipal
The interest
rate will
be adjusted (the period"
monthly, "change period").
Rate"
The "Prirne rate in effect
is the prime on the first
businessday ofthe month (as published Streer Journal)
in the Wall
in which SBA receivedthe application.
or anyinterest
rate changeoccurs.Base Rates winbe rounded to twodecimal
placeswith .004being rounded down and .005 beingrounded up.
The adjustedinterestrate will
be 2.25% above the PrimeRate. Lenderwilladjustthe interest calendar
rate on the first day
ol'
of each changeperiod The change in interest
rate is effective
on that day whether
or not Lender
gives Borrower noticeof
the change.
Lender must adjustthe payment amount at least annually
as needed to amortize over
principal the remainingterm ofthe
note.
IfSBA purchases portion
the guaranteed of the unpaidprincipal
balance,the interest
rate becomesfixed in
at the rate
effectat the time
ofthe earliest
uncuredpayment default.
Ifthere is no uncured
payment the rate
default, becomes fixed at
the rate
in effect
at the timeof purchase.
Loan Prepayrnent:
Notwithstanding any provisionin this Note
to thecontrary:
Borrower may prepay Note.
this Borrower may prepay 20% or less of
the unpaidprincipalbalance without
at any time
notice.IfBorrower prepays more than 20% and the Loanhas been sold on the secondary
market,Borrower must:
a. Give Lender writtennotice;
b. Pay allaccrued and
interest;
c. Ifthe prepayment is received
less than 21 days
from the date Lender
receivesthe notice,pay
an amount equalto 21
days;interestfrom the datelenderreceives
the notice,
less anyinterest
accruedduring the 21 days and paid
under
subparagraph b., above.
IfBorrower does not prepaywithin30 days from the date Lender
receives Borrower
the notice, must giveLender a new
notice.
Allremaining principaland accruedinterest
is due and payable date of Note.
7 years from
Late Charge:lf a payment on this Note
is morethan 10 dayslate, Lender
may charge Borrower a late fee of up to 5.00%
ofthe unpaid portionofthe regularly
scheduled payment.
This Note shallmature in 7 years
from the date of the Note.
SBA Fom1147(06/03/02) Version4 1 Page2/6
True Copy: UCC Non-Authoritative Copy
FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018
4. DEFAULT.
Borrower is in default
under thisNote ifBorrov,er does notmake a payrnentwhen due under thisNote, orifBorrower
or Operating Company:
A. Failsto do anythingrequired thisNote and otherLoan Documents,'
by Documents;
B. Defaultson any otherloan with Lender;
C. Does not preserve,or accountto Lender'ssatisfaction
for,any of the Collateral
or its proceeds;
D. Does not or anyone
disclose, actingon theirbehalf does not disclose,
any materialfacttoLender or SBA;
E. Makes, or anyone actingon (heirbehalfmakes. a materiallyfalseor misleadingrepresentationto Lender orSBA;
F. Defaultson any loan or agreement with another if
creditor, Lender believesthe defaultmay affect
materially
Borrower's to
ability pay thisNote;
G. Failsto pay any taxeswhen due;
H. Becomes the subject
of a proceedingunder any bankruptcy or insolvencylaw;
L Has a receiveror appointed
liquidator forany partof theirbusinessor property;
J. Makes an assignmentforthe benefitofcreditors;
K. Has any adverse change in financial
conditionor businessoperationthatLender believesmay materiallyaffect
Borrower's to pay
ability thisNote;
L. Reorganizes,merges, consolidates,or otherwisechanges ownership or businessstructurewithoutLender's prior
written consent;or
M. Becomes thesubject ofa civil
or criminal actionthat Lenderbelievesmay materiallyaffectBorrower'sabilityto
pay thisNote.
5. LENDER'S RIGHTS l F THERE IS A DEFAULT:
Without noticeor demand and withoutgiving up any of its rights,
Lender may:
A. Require immediate payment of allamounts owing under thisNote;
B. Collect allamounts owing from any Borrower or Guarantor;
C. Filesuitand obtainjudgment;
D. Take possessionofany Collateral;or
E. Sell,lease,orotherwise disposeof, any Collateral
at publicor private
sale,with orwithout advertisement.
6. LENDER'S GENERAL POWERS:
Without notice and withoutBorrower's consent,Lender may:
A. Bid on or buy at its sale or the
the Collateral sale ofanother at any
lienholder. price it chooses;
B. Incur expenses tocollectamounts due under thisNote, enforcethe termsofthisNote or anyotherLoan
Document. and preserve ordispose ofthe Collateral.Among otherthings,the expensesmay includepayments
forproperty taxes,priorliens,insurance, environmental
appraisals, remediation costs,and reasonableattorney's
fees andcosts. ifLender incurssuch expenses, it maydemand immediate repayment from Borrower or add the
expenses tothe principalbalance;
C. Release anyone obligatedto paythisNote;
D. Compromise, release,renew, extendor substituteany of the Collateral;
and
E. Take any actionnecessary toprotectthe Collateral
or collect
amounts owing on thisNote.
SBA Form I47 (06/03/02) Version4 t Page3/6
I rueCopy: UCC Non-Authoritative Copy
FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018
7. WHEN FEDERAL LAW APPLlES:
When SBA is theholder,thisNote willbe interpreted
and enforced underfederal law. includingSSA regulations.
Lender or SBA may use stateor localproceduresforfilingpapers.recording documents, givingnotice,foreclosing
and other
liens, purposes. By using such procedures,SBA does notwaive any federalimmunity from stateorlocal
control,penalty,tax,or liability.
As to this Note,
Borrower may not claim against
or assert SBA any localor statelaw
to deny anyobligation, defeatany claim ofSBA, or preemptfederallaw,
8 SUCCESSORS AND ASSIGNS:
Under thisNote, Borrower and Operating Company includethe successorsofeach,and Lender includesitssuccessors
and assigns.
9. GENERAL PROVISIONS.
A. All individuals
and entities
signing this
Note are jointlyand severallyliable.
B. Borrower waives allsuretyshipdefenses.
C. Borrower must sign alldocuments necessaryat any timeto comply with theLoan Documents and to enable
Lender to acquire,perfect,ormaintain Lender's lienson Collateral.
D. Lender may exerciseany ofits rights or
separately together,as many times and in anyorder it chooses.
Lender
may delayor forgo enforcingany ofitsrightswithout givingup any ofthem,
E. Borrower may notuse an oralstatementofLender or SBA to contradict
or the
alter writtenterms of this
Note.
F. Ifany partof thisNote is unenforceable,allotherparts remain in effect.
G. To the extentallowed by law, Borrower waives alldemands and noticesin connectionwith thisNote,including
demand, and notice
protest, ofdishonor. Borrower alsowaives any defenses based upon any claim
thatLender did notobtain any guarantee;did notobtain, or maintain
perfect. a lienupon impaired
Collateral;
Collateral;or didnot obtainthe fair
market value of Collateral
at a sale.
SBA Earm 147 (06/03/02) Version4 I Page4/6
True Copy: UCC Non-Authoritative Copy
FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018
' (' PROVISIONS·
10 STATE·SPECIFIC
-SI'BE I)IU4S
. .
.- _
SBA Form 147 (06/03/02) VersIon
VersIon4
4 I Page5/6
Page5/6
FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018
|1 BORROWIzR'$ NAME(S) AND SIGNATURE(S):
By signingbelow, eachindividualor entity
becomes obligated under Note
this as Borrower
CPAPKE CORP.
B3
Craig A.Papke, Pres ent
ACKNOWLEDGMENT
STATE OF NEW YORK )
: SS.
COUNTY OF MONROE)
On thel6th day ofNovember, in the year 2011,
before a Notary
me, the undersigned, Publicin and for
said
A'
State. personally
appeared Craig A', Papke, personally
known to me or proved evidence
to me on the basis ofsatisfactory
to be the individual(s)
whose name(s) subscribed
is (are) to the within
instrumentand acknowledged to me that
he/she/theyexecutedthe same in his/her/their and that by his/her/their
capacity(ies), signature(s)on the instrument,
the
or the person
individual(s), upon behalfofwhich the individual(s)
acted,executed the instrument.
in
i otaryPublic
GERARD G ANTETOMASO
Notary Public,Stateof New York
No 02AN4923209
Qualihed inMonroe County d L
{
Cornmission ExpiresFeb 16,
SDA Form147 (O6/03/02)Version4.1 Page6/6
True Copy: UCC Non-Authoritative Copy
Preview
FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018 FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018 U.S. Small Business Administration .q NOTE SBA Loan # -06 SBA Loan Name CPAPKE CORP Date November ? 16 , 201 1 Loan Amount $250,000.00 InterestRate WSJ Prime + 2.25% adjustedmonthly Borrower CPAPKE CORP Operating Gompany CPAPKE CORP Lender Manufacturers and TradersTrust Company 1 PROMISE TO PAY: In returnforthe Loan,Borrower promises to payto the order of Lenderthe amount of Two Hundred-FiftyThousand and 00/100 Dollars, I interest on the unpaid principal balance,and allotheramounts requiredby this Note. 2. DEFINITIONS: "Collateral" means any propertytaken as security forpayment of this Note or anyguarantee of this Note. I "Guarantor" means each person or entity thatsignsa guar'antee of paymentofthis Note. "Loan" means the loanevidenced by this Note. Documents" "Loan means the documents relatedto this loansigned byBorrower, any Guarantor,or anyonewho pledgescollateral. "SBA" means the SmallBusinessAdministration,an Agency of the United Statesof America. SBA Form 147(06/03/02) Version4.I Page1/6 True Copy: UCC Non-Authoritative Copy FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018 3. PAYMENT TERMS: Borrower must make all payments at the place Lender designates.The payment terms forthis Note are: The rate on this Note interest willfluctuateThe initial interest per year. rate is 5.50% This rate is the prime initial ratein effecton the first businessday ofthe month inwhich SBA receivedthe loan application, plus 2.25%. The interest initial rate mustremain in effect the first until changeperiod begins. Borrower must pay interest on the disbursed principalbalance,plus principal of $2,976.19every month,beginning one month from the monththis Note must is dared; payments be made on the same day in the months as the date of this Note they are due. Lender willapply each installmen1 payment first to payinterest accrued to the day Lender receivesthe payment,thento bringpnneipal current,then to pay fees, and w ill any late applyany remaining balanceto reduceprincipal The interest rate will be adjusted (the period" monthly, "change period"). Rate" The "Prirne rate in effect is the prime on the first businessday ofthe month (as published Streer Journal) in the Wall in which SBA receivedthe application. or anyinterest rate changeoccurs.Base Rates winbe rounded to twodecimal placeswith .004being rounded down and .005 beingrounded up. The adjustedinterestrate will be 2.25% above the PrimeRate. Lenderwilladjustthe interest calendar rate on the first day ol' of each changeperiod The change in interest rate is effective on that day whether or not Lender gives Borrower noticeof the change. Lender must adjustthe payment amount at least annually as needed to amortize over principal the remainingterm ofthe note. IfSBA purchases portion the guaranteed of the unpaidprincipal balance,the interest rate becomesfixed in at the rate effectat the time ofthe earliest uncuredpayment default. Ifthere is no uncured payment the rate default, becomes fixed at the rate in effect at the timeof purchase. Loan Prepayrnent: Notwithstanding any provisionin this Note to thecontrary: Borrower may prepay Note. this Borrower may prepay 20% or less of the unpaidprincipalbalance without at any time notice.IfBorrower prepays more than 20% and the Loanhas been sold on the secondary market,Borrower must: a. Give Lender writtennotice; b. Pay allaccrued and interest; c. Ifthe prepayment is received less than 21 days from the date Lender receivesthe notice,pay an amount equalto 21 days;interestfrom the datelenderreceives the notice, less anyinterest accruedduring the 21 days and paid under subparagraph b., above. IfBorrower does not prepaywithin30 days from the date Lender receives Borrower the notice, must giveLender a new notice. Allremaining principaland accruedinterest is due and payable date of Note. 7 years from Late Charge:lf a payment on this Note is morethan 10 dayslate, Lender may charge Borrower a late fee of up to 5.00% ofthe unpaid portionofthe regularly scheduled payment. This Note shallmature in 7 years from the date of the Note. SBA Fom1147(06/03/02) Version4 1 Page2/6 True Copy: UCC Non-Authoritative Copy FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018 4. DEFAULT. Borrower is in default under thisNote ifBorrov,er does notmake a payrnentwhen due under thisNote, orifBorrower or Operating Company: A. Failsto do anythingrequired thisNote and otherLoan Documents,' by Documents; B. Defaultson any otherloan with Lender; C. Does not preserve,or accountto Lender'ssatisfaction for,any of the Collateral or its proceeds; D. Does not or anyone disclose, actingon theirbehalf does not disclose, any materialfacttoLender or SBA; E. Makes, or anyone actingon (heirbehalfmakes. a materiallyfalseor misleadingrepresentationto Lender orSBA; F. Defaultson any loan or agreement with another if creditor, Lender believesthe defaultmay affect materially Borrower's to ability pay thisNote; G. Failsto pay any taxeswhen due; H. Becomes the subject of a proceedingunder any bankruptcy or insolvencylaw; L Has a receiveror appointed liquidator forany partof theirbusinessor property; J. Makes an assignmentforthe benefitofcreditors; K. Has any adverse change in financial conditionor businessoperationthatLender believesmay materiallyaffect Borrower's to pay ability thisNote; L. Reorganizes,merges, consolidates,or otherwisechanges ownership or businessstructurewithoutLender's prior written consent;or M. Becomes thesubject ofa civil or criminal actionthat Lenderbelievesmay materiallyaffectBorrower'sabilityto pay thisNote. 5. LENDER'S RIGHTS l F THERE IS A DEFAULT: Without noticeor demand and withoutgiving up any of its rights, Lender may: A. Require immediate payment of allamounts owing under thisNote; B. Collect allamounts owing from any Borrower or Guarantor; C. Filesuitand obtainjudgment; D. Take possessionofany Collateral;or E. Sell,lease,orotherwise disposeof, any Collateral at publicor private sale,with orwithout advertisement. 6. LENDER'S GENERAL POWERS: Without notice and withoutBorrower's consent,Lender may: A. Bid on or buy at its sale or the the Collateral sale ofanother at any lienholder. price it chooses; B. Incur expenses tocollectamounts due under thisNote, enforcethe termsofthisNote or anyotherLoan Document. and preserve ordispose ofthe Collateral.Among otherthings,the expensesmay includepayments forproperty taxes,priorliens,insurance, environmental appraisals, remediation costs,and reasonableattorney's fees andcosts. ifLender incurssuch expenses, it maydemand immediate repayment from Borrower or add the expenses tothe principalbalance; C. Release anyone obligatedto paythisNote; D. Compromise, release,renew, extendor substituteany of the Collateral; and E. Take any actionnecessary toprotectthe Collateral or collect amounts owing on thisNote. SBA Form I47 (06/03/02) Version4 t Page3/6 I rueCopy: UCC Non-Authoritative Copy FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018 7. WHEN FEDERAL LAW APPLlES: When SBA is theholder,thisNote willbe interpreted and enforced underfederal law. includingSSA regulations. Lender or SBA may use stateor localproceduresforfilingpapers.recording documents, givingnotice,foreclosing and other liens, purposes. By using such procedures,SBA does notwaive any federalimmunity from stateorlocal control,penalty,tax,or liability. As to this Note, Borrower may not claim against or assert SBA any localor statelaw to deny anyobligation, defeatany claim ofSBA, or preemptfederallaw, 8 SUCCESSORS AND ASSIGNS: Under thisNote, Borrower and Operating Company includethe successorsofeach,and Lender includesitssuccessors and assigns. 9. GENERAL PROVISIONS. A. All individuals and entities signing this Note are jointlyand severallyliable. B. Borrower waives allsuretyshipdefenses. C. Borrower must sign alldocuments necessaryat any timeto comply with theLoan Documents and to enable Lender to acquire,perfect,ormaintain Lender's lienson Collateral. D. Lender may exerciseany ofits rights or separately together,as many times and in anyorder it chooses. Lender may delayor forgo enforcingany ofitsrightswithout givingup any ofthem, E. Borrower may notuse an oralstatementofLender or SBA to contradict or the alter writtenterms of this Note. F. Ifany partof thisNote is unenforceable,allotherparts remain in effect. G. To the extentallowed by law, Borrower waives alldemands and noticesin connectionwith thisNote,including demand, and notice protest, ofdishonor. Borrower alsowaives any defenses based upon any claim thatLender did notobtain any guarantee;did notobtain, or maintain perfect. a lienupon impaired Collateral; Collateral;or didnot obtainthe fair market value of Collateral at a sale. SBA Earm 147 (06/03/02) Version4 I Page4/6 True Copy: UCC Non-Authoritative Copy FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018 ' (' PROVISIONS· 10 STATE·SPECIFIC -SI'BE I)IU4S . . .- _ SBA Form 147 (06/03/02) VersIon VersIon4 4 I Page5/6 Page5/6 FILED: ERIE COUNTY CLERK 04/05/2018 09:59 AM INDEX NO. 805435/2018 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/05/2018 |1 BORROWIzR'$ NAME(S) AND SIGNATURE(S): By signingbelow, eachindividualor entity becomes obligated under Note this as Borrower CPAPKE CORP. B3 Craig A.Papke, Pres ent ACKNOWLEDGMENT STATE OF NEW YORK ) : SS. COUNTY OF MONROE) On thel6th day ofNovember, in the year 2011, before a Notary me, the undersigned, Publicin and for said A' State. personally appeared Craig A', Papke, personally known to me or proved evidence to me on the basis ofsatisfactory to be the individual(s) whose name(s) subscribed is (are) to the within instrumentand acknowledged to me that he/she/theyexecutedthe same in his/her/their and that by his/her/their capacity(ies), signature(s)on the instrument, the or the person individual(s), upon behalfofwhich the individual(s) acted,executed the instrument. in i otaryPublic GERARD G ANTETOMASO Notary Public,Stateof New York No 02AN4923209 Qualihed inMonroe County d L { Cornmission ExpiresFeb 16, SDA Form147 (O6/03/02)Version4.1 Page6/6 True Copy: UCC Non-Authoritative Copy