{"id":41226,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/promissory-note-schuff-steel-co-and-bank-one-arizona-na.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"promissory-note-schuff-steel-co-and-bank-one-arizona-na","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/promissory-note-schuff-steel-co-and-bank-one-arizona-na.html","title":{"rendered":"Promissory Note &#8211; Schuff Steel Co. and Bank One Arizona NA"},"content":{"rendered":"<pre>                                 PROMISSORY NOTE\n\n\n$10,000,000.00                                                  Phoenix, Arizona\n\n                                                               December 10, 1997\n\n\n      FOR VALUE RECEIVED, the undersigned SCHUFF STEEL COMPANY (hereinafter\ncalled 'Maker'), promises to pay to the order of BANK ONE, ARIZONA, NA, a\nnational banking association (the 'Payee'; Payee and each subsequent transferee\nand\/or owner of this Note, whether taking by endorsement or otherwise, are\nherein successively called 'Holder') at Post Office Box 71, Phoenix, Arizona\n85001, Attention: Commercial Banking Dept. AZ1-1178, or at such other place as\nHolder may from time to time designate in writing, the principal sum of TEN\nMILLION AND NO\/100 DOLLARS ($10,000,000.00) or so much thereof as Holder may\nadvance to or for the benefit of Maker plus interest calculated on a daily basis\nfrom the date hereof on the principal balance from time to time outstanding as\nhereinafter provided, principal, interest and all other sums payable hereunder\nto be paid in lawful money of the United States of America as follows:\n\n            A. Interest shall accrue on the unpaid principal of each Line of\n      Credit Advance:\n\n                  (i) At the Variable Rate if it is a Variable Rate Line of\n            Credit Advance.\n\n                  (ii) At the applicable LIBOR Rate if it is a LIBOR Rate Line\n            of Credit Advance.\n\n            B. All interest shall be computed on the basis of a 360-day year and\n      accrue on a daily basis for the actual number of days elapsed. All accrued\n      interest shall be due and payable on each Payment Date.\n\n            C. Beginning on the Initial Principal Payment Date, principal shall\n      be due and payable on such date and each Payment Date thereafter as\n      follows:\n\n                  (i) An amount equal to the aggregate Line of Credit Equipment\n            Advances outstanding on the Initial Principal Payment Date, divided\n            by sixty (60); and\n\n                  (ii) An amount equal to the aggregate Line of Credit Real\n            Property Advances outstanding on the Initial Principal Payment Date,\n            divided by one hundred eighty (180).\n\n            D. The entire unpaid principal balance, all accrued and unpaid\n      interest, and all other amounts payable hereunder shall be due and payable\n      in full on the Line of Credit Maturity Date.\n\n      Maker agrees to an effective rate of interest that is the rate stated\nabove plus any additional rate of interest resulting from any other charges in\nthe nature of interest paid or to be paid by or on behalf of Maker, or any\nbenefit received or to be received by Holder, in connection with this Note.\n\n      If any payment required under this Note is not paid within five (5) days\nafter the date such payment is due, then, at the option of Holder, Maker shall\npay a 'late charge' equal to four percent (4%) of the amount of that payment to\ncompensate Holder for administrative expenses and other costs of delinquent\npayments. This late charge may be assessed without notice, shall be immediately\ndue and payable and shall be in addition to all other rights and remedies\navailable to Holder.\n\n      All payments on this Note shall be applied first to the payment of any\ncosts, fees or other charges incurred in connection with the indebtedness\nevidenced hereby, next to the payment of accrued interest and then to the\nreduction of the principal balance.\n\n      This Note is issued pursuant to that Credit Agreement (the 'Loan\nAgreement') of even date herewith between Maker and Payee and is secured by,\namong other things, one or more Deeds of Trust, Assignments of Rents, Security\nAgreements and Fixture Filings (collectively, the 'Deed of Trust'), executed by\nMaker, as trustor, in favor of Payee, as beneficiary. The Deed of Trust and all\nother documents or instruments securing the indebtedness evidenced by this Note\nor executed or delivered in connection with the indebtedness evidenced by this\nNote are hereinafter called the 'Security Documents.' The capitalized terms used\nherein and not otherwise defined shall have the same meanings as set forth in\nthe Loan Agreement.\n\n      Time is of the essence of this Note. At the option of Holder, the entire\nunpaid principal balance, all accrued and unpaid interest and all other amounts\npayable hereunder shall become immediately due and payable without notice upon\nthe failure to pay any sum due and owing hereunder as provided herein if such\nfailure continues for ten (10) days after notice thereof to Maker or upon the\noccurrence of any Event of Default, as defined in the Loan Agreement or any of\nthe Security Documents.\n\n      Upon the occurrence of an Event of Default and during the continuation\nthereof, and after maturity, including maturity upon acceleration, the unpaid\nprincipal balance, all accrued and unpaid interest and all other amounts payable\nhereunder shall bear interest at that rate that is four percent (4%) above the\nrate that would otherwise be payable under the terms hereof. Maker shall pay all\ncosts and expenses, including reasonable attorneys' fees and court costs,\nincurred in the collection or enforcement of all or any part of this Note. All\nsuch costs and expenses shall be secured by the Deed of Trust and by all other\nSecurity Documents. In the event of any court proceedings, court costs and\nattorneys' fees shall be set by the court and not by jury and shall be included\nin any judgment obtained by Holder.\n\n      Maker shall have the option to prepay this Note, in full or in part, at\nany time prior to maturity. With any prepayment of a LIBOR Rate Line of Credit\nAdvance or with any conversion of a LIBOR Rate Line of Credit Advance to a\nVariable Rate Line of Credit Advance, in either case other than on the last\nBusiness Day of the Interest Period for such LIBOR Rate Line of Credit Advance\n(the 'Interest Period Termination Date') (including any such prepayment made\nvoluntarily or involuntarily as a result of the acceleration of maturity upon a\ndefault or otherwise), Maker shall \n\n\n                                       -2-\n\nalso pay (a) all accrued and unpaid interest on the principal being prepaid, (b)\nall Other Amounts then due, and (c) a premium, if any, equal to the product of\n(i) the Average Lost Monthly Interest Income and (ii) the number of months from\nthe date of prepayment or conversion to the Interest Period Termination Date\n(with any fraction of a month counted as a month), discounted to present value\nat the Discount Rate over a period equal to one-half of the number of months in\n(ii) above. At the option of Holder, in its absolute and sole discretion, any\nprepayment shall be applied to installments coming due hereunder in the inverse\norder of their due dates.\n\n      As used in the preceding paragraph:\n\n            'Average Lost Monthly Interest Income' means the amount determined\n      by dividing (i) the product of the Average Principal and the Lost Rate, by\n      (ii) 12, where:\n\n                  'Average Principal' means the amount equal to either (i)\n            one-half the sum of (A) the amount of principal being prepaid and\n            (B) the amount of principal that is scheduled to be due on the\n            Interest Period Termination Date ('Balloon Amount'), or (ii) the\n            amount of principal being prepaid, if such amount is less than the\n            Balloon Amount; and\n\n                  'Lost Rate' means the rate per annum equal to the percentage,\n            if any, by which (i) the yield to maturity of United States Treasury\n            debt obligations having a maturity date nearest to the Interest\n            Period Termination Date ('Treasury Obligations') determined on the\n            first day of the Interest Period exceeds (ii) the yield to maturity\n            of Treasury Obligations determined on the date of prepayment.\n\n            'Discount Rate' means the rate per annum equal to the yield to\n      maturity of Treasury Obligations determined on the date of prepayment.\n\n            'Other Amounts' means all amounts payable by Maker to Holder under\n      this Note and all other documents related to the indebtedness evidenced by\n      this Note.\n\nThe maturity date and yield to maturity of Treasury Obligations shall be\ndetermined by Holder, in its absolute and sole discretion, on the basis of\nquotations published in The Wall Street Journal or other comparable sources.\n\n      Failure of Holder to exercise any option hereunder shall not constitute a\nwaiver of the right to exercise the same in the event of any subsequent default\nor in the event of continuance of any existing default after demand for strict\nperformance hereof.\n\n      Maker and all sureties, guarantors and\/or endorsers hereof (or of any\nobligation hereunder) and accommodation parties hereon (all of which, including\nMaker, are severally each hereinafter called a 'Surety') each: (a) agree that\nthe liability under this Note of all parties hereto is joint and several; (b)\nseverally waive any homestead or exemption laws and right thereunder affecting\nthe full collection of this Note; (c) severally waive any and all formalities in\nconnection with this Note to \n\n\n                                       -3-\n\nthe maximum extent allowed by law, including (but not limited to) demand,\ndiligence, presentment for payment, protest and demand, and notice of extension,\ndishonor, protest, demand and nonpayment of this Note; and (d) consent that\nHolder may extend the time of payment or otherwise modify the terms of payment\nof any part or the whole of the debt evidenced by this Note, at the request of\nany other person liable hereon, and such consent shall not alter nor diminish\nthe liability of any person hereon.\n\n      In addition, each Surety waives and agrees not to assert: (a) any right to\nrequire Holder to proceed against Maker or any other Surety, to proceed against\nor exhaust any security for the Note, to pursue any other remedy available to\nHolder, or to pursue any remedy in any particular order or manner; (b) the\nbenefit of any statute of limitations affecting its liability hereunder or the\nenforcement hereof; (c) the benefits of any legal or equitable doctrine or\nprinciple of marshalling; (d) notice of the existence, creation or incurring of\nnew or additional indebtedness of Maker to Holder; (e) the benefits of any\nstatutory provision limiting the liability of a surety, including without\nlimitation the provisions of Sections 12-1641, et seq., of the Arizona Revised\nStatutes; (f) any defense arising by reason of any disability or other defense\nof Maker or by reason of the cessation from any cause whatsoever (other than\npayment in full) of the liability of Maker for payment of this Note; and (g) the\nbenefits of any statutory provision limiting the right of Holder to recover a\ndeficiency judgment, or to otherwise proceed against any person or entity\nobligated for payment of this Note, after any foreclosure or trustee's sale of\nany security for this Note, including without limitation the benefits, if any,\nto a Surety of Arizona Revised Statutes Section 33-814. Until payment in full of\nthis Note and Holder has no obligation to make any further advances of the\nproceeds hereof, no Surety shall have any right of subrogation and each hereby\nwaives any right to enforce any remedy which Holder now has, or may hereafter\nhave, against Maker or any other Surety, and waives any benefit of, and any\nright to participate in, any security now or hereafter held by Holder.\n\n      Maker agrees that to the extent Maker or any Surety makes any payment to\nHolder in connection with the indebtedness evidenced by this Note, and all or\nany part of such payment is subsequently invalidated, declared to be fraudulent\nor preferential, set aside or required to be repaid by Holder or paid over to a\ntrustee, receiver or any other entity, whether under any bankruptcy act or\notherwise (any such payment is hereinafter referred to as a 'Preferential\nPayment'), then the indebtedness of Maker under this Note shall continue or\nshall be reinstated, as the case may be, and, to the extent of such payment or\nrepayment by Holder, the indebtedness evidenced by this Note or part thereof\nintended to be satisfied by such Preferential Payment shall be revived and\ncontinued in full force and effect as if said Preferential Payment had not been\nmade.\n\n      Without limiting the right of Holder to bring any action or proceeding\nagainst Maker or any Surety or against any property of Maker or any Surety (an\n'Action') arising out of or relating to this Note or any indebtedness evidenced\nhereby in the courts of other jurisdictions, Maker and each Surety hereby\nirrevocably submit to the jurisdiction, process and venue of any Arizona State\nor Federal court sitting in Phoenix, Arizona, and hereby irrevocably agree that\nany Action may be heard and determined in such Arizona State court or in such\nFederal court. Maker and all Sureties each hereby irrevocably waives, to the\nfullest extent it may effectively do so, the defenses of lack of jurisdiction\nover any person, inconvenient forum or improper venue, to the maintenance of any\nAction in any jurisdiction.\n\n\n                                       -4-\n\n      This Note shall be binding upon Maker and its successors and assigns and\nshall inure to the benefit of Payee, and any subsequent holders of this Note,\nand their successors and assigns.\n\n      All notices required or permitted in connection with this Note shall be\ngiven at the place and in the manner provided in the Loan Agreement for the\ngiving of notices.\n\n      This Note shall be governed by and construed according to the laws of the\nState of Arizona, without giving effect to conflict of laws principles.\n\n      IN WITNESS WHEREOF, these presents are executed as of the date first\nwritten above.\n\n                                    SCHUFF STEEL COMPANY, a Delaware\n                                    corporation\n\n\n\n                                    By_________________________________________\n                                    Name_______________________________________\n                                    Its________________________________________\n\n                                                                           MAKER\n\n\n                                       -5-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6850,8773],"corporate_contracts_industries":[9415,9481],"corporate_contracts_types":[9560,9567],"class_list":["post-41226","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-one-corp","corporate_contracts_companies-schuff-international-inc","corporate_contracts_industries-financial__banks","corporate_contracts_industries-construction__specialty","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41226","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41226"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41226"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41226"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41226"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}