exv10w6






Exhibit 10.6




BUSINESS LOAN AGREEMENT (ASSET BASED)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	$400,000.00
	 	08-15-2008
	 	08-15-2009
	 	1395728801
	 	4A / UR
	 	 	 	00111	 	 






References in the boxes above 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:

	 	Supreme Vacuum Services, Inc.
	 	Lender:
	 	Broadway National Bank
	 

	 	P.O. Box 834
	 	 	 	Main
	 

	 	Pleasanton, TX 78064
	 	 	 	1177 NE Loop 410 at Nacogdoches Rd.
	 

	 	 	 	 	 	P O Box 171250
	 

	 	 	 	 	 	San Antonio, TX 78217
	 

	 	 	 	 	 	(210) 283-6500






THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated August 15, 2008, is made and executed
between Supreme Vacuum Services, Inc. (“Borrower”) and Broadway National Bank (“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 attached to this Agreement. 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; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be
subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain
subject to the terms and conditions of this Agreement.



TERM. This Agreement shall be effective as of August 15, 2008, 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, attorneys’ fees, and other fees and
charges, or until such time as the parties may agree in writing to terminate this Agreement.



ADVANCE AUTHORITY. The following person or persons are authorized to request advances and
authorize payments under the line of credit until Lender receives from Borrower, at Lender’s
address shown above, written notice of revocation of such authority: Weldon Cude, President of
Supreme Vacuum Services, Inc.



LINE OF CREDIT. Lender agrees to make Advances to Borrower from time to time from the date of
this Agreement to the Expiration Date, provided the aggregate amount of such Advances
outstanding at any time does not exceed the Borrowing Base. Within the foregoing limits,
Borrower may borrow, partially or wholly prepay, and reborrow under this Agreement as follows:




Conditions Precedent to Each Advance. Lender’s obligation to make any Advance to or for the
account of Borrower under this Agreement is subject to the following conditions precedent,
with all documents, instruments, opinions, reports, and other items required under this
Agreement to be in form and substance satisfactory to Lender:




(1) Lender shall have received evidence that this Agreement and all Related Documents have
been duly authorized, executed, and delivered by Borrower to Lender.




(2) Lender shall have received such opinions of counsel, supplemental opinions, and
documents as Lender may request.




(3) The security interests in the Collateral shall have been duly authorized, created, and
perfected with first lien priority and shall be in full force and effect.




(4) All guaranties required by Lender for the credit facility(ies) shall have been
executed by each Guarantor, delivered to Lender, and be in full force and effect.




(5) Lender, at its option and for its sole benefit, shall have conducted an audit of
Borrower’s Accounts, books, records, and operations, and Lender shall be satisfied as to
their condition.




(6) Borrower shall have paid to Lender all fees, costs, and expenses specified in this
Agreement and the Related Documents as are then due and payable.




(7) There shall not exist at the time of any Advance a condition which would constitute an
Event of Default under this Agreement, and Borrower shall have delivered to Lender the
compliance certificate called for in the paragraph below titled “Compliance Certificate.”




Making Loan Advances. Advances under this credit facility, as well as directions for
payment from Borrower’s accounts, may be requested orally or in writing by authorized
persons. Lender may, but need not, require that all oral requests be confirmed in writing.
Each Advance shall be conclusively deemed to have been made at the request of and for the
benefit of Borrower (1) when credited to any deposit account of Borrower maintained with
Lender or (2) when advanced in accordance with the instructions of an authorized person.
Lender, at its option, may set a cutoff time, after which all requests for Advances will be
treated as having been requested oh the next succeeding Business Day.




Mandatory Loan Repayments. If at any time the aggregate principal amount of the outstanding
Advances shall exceed the applicable Borrowing Base, Borrower, immediately upon written or
oral notice from Lender, shall pay to Lender an amount equal to the difference between the
outstanding principal balance of the Advances and the Borrowing Base. On the Expiration
Date, Borrower shall pay to Lender in full the aggregate unpaid principal amount of all
Advances then outstanding and all accrued unpaid interest, together with all other
applicable fees, costs and charges, if any, not yet paid.




Loan Account. Lender shall maintain on its books a record of account in which Lender shall
make entries for each Advance and such other debits and credits as shall be appropriate in
connection with the credit facility. Lender shall provide Borrower with periodic statements
of Borrower’s account, which statements shall be considered to be correct and conclusively
binding on Borrower unless Borrower notifies Lender to the contrary within thirty (30) days
after Borrower’s receipt of any such statement which Borrower deems to be incorrect.



COLLATERAL. To secure payment of the Primary Credit Facility and performance of all other
Loans, obligations and duties owed by Borrower to Lender, Borrower (and others, if required)
shall grant to Lender Security Interests in such property and assets as Lender may require.
Lender’s Security Interests in the Collateral shall be continuing liens and shall include the
proceeds and products of the Collateral, including without limitation the proceeds of any
insurance. With respect to the Collateral, Borrower agrees and represents and warrants to
Lender:




Perfection of Security Interests. Borrower agrees to execute all documents perfecting
Lender’s Security Interest and to take whatever actions are requested by Lender to perfect
and continue Lender’s Security Interests in the Collateral. Upon request of Lender,
Borrower will deliver to Lender any and all of the documents evidencing or constituting the
Collateral, and Borrower will note Lender’s interest upon any and all chattel paper and
instruments if not delivered to Lender for possession by Lender. Contemporaneous with the
execution of this Agreement, Borrower will execute one or more UCC financing statements and
any similar statements as may be required by applicable law, and Lender will file such
financing statements and all such similar statements in the appropriate location or
locations. Borrower hereby appoints Lender as its irrevocable attorney-in-fact for the
purpose of executing any documents necessary to perfect or to continue any Security
Interest. Lender may at any time, and without further authorization from Borrower, file a
carbon, photograph, facsimile, or other reproduction of any financing statement for use as
a financing statement. Borrower will reimburse Lender for all expenses for the perfection,
termination, and the continuation of the perfection of Lender’s security interest in the
Collateral. Borrower promptly will notify Lender before any change in Borrower’s name
including any change to the assumed business names of Borrower. Borrower also promptly will
notify Lender before any change in Borrower’s Social Security Number or Employer
Identification Number. Borrower further agrees to notify Lender in writing prior to any
change in address or location of Borrower’s principal governance office or should Borrower
merge or consolidate with any other entity.




Collateral Records. Borrower does now, and at all times hereafter shall, keep correct and
accurate records of the Collateral, all of which records shall be available to Lender or
Lender’s representative upon demand for inspection and copying at any reasonable time. With
respect to the Accounts, Borrower agrees to keep and maintain such records as Lender may
require, including without limitation information concerning Eligible Accounts and Account
balances and agings. Records related to Accounts (Receivables) are or will be located at
1200 Bendsdale, Pleasanton, TX, 78064. The above is an accurate and complete list of all
locations at which Borrower keeps or maintains business records concerning Borrower’s
collateral.




Collateral Schedules. Concurrently with the execution and delivery of this Agreement,
Borrower shall execute and deliver to Lender schedules of Accounts and schedules of
Eligible Accounts in form and substance satisfactory to the Lender. Thereafter supplemental
schedules shall be delivered according to the following schedule: With respect to Eligible
Accounts, schedules shall be delivered Monthly.




Representations and Warranties Concerning Accounts. With respect to the Accounts, Borrower
represents and warrants to Lender: (1) Each Account represented by Borrower to be an
Eligible Account for purposes of this Agreement conforms to the requirements of the
definition of an Eligible Account; (2) All Account information listed on schedules
delivered to Lender will be true and correct, subject to immaterial variance; and (3)
Lender, its assigns, or agents shall have the right at any time and at Borrower’s expense
to inspect, examine, and audit Borrower’s records and to confirm with Account Debtors the
accuracy of such Accounts.



 









 





					
	Loan No: 1395728801
	 	BUSINESS LOAN AGREEMENT (ASSET BASED)

(Continued)
	 	Page 2






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.




Fees and Expenses Under This Agreement. Borrower shall have paid to Lender all fees, costs, and
expenses specified in this Agreement and the Related Documents as are then due and payable.




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 Texas. 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 its principal
office at 1200 Bensdale, Pleasanton, TX 78064. Unless Borrower has designated otherwise in
writing, this is the principal 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
do 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 (a)
Borrower’s articles of incorporation or organization, or bylaws, or (b) any agreement or other
instrument binding upon Borrower or (2) 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 or 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 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 (5) 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 the 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 Collateral; 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 (2) agrees to indemnify, defend, 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 Collateral. The provisions of this section of
the Agreement, including the obligation to indemnify and defend, shall survive the payment of
the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall
not be affected by Lender’s acquisition of any interest in any of the Collateral, whether by
foreclosure 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 filed, and all taxes, assessments and other
governmental charges have been paid in full, 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 of 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 the following:



 









 





					
	 
	 	BUSINESS LOAN AGREEMENT (ASSET BASED)	 	 
	Loan No: 1395728801
	 	(Continued)
	 	Page 3







Annual Statements. As soon as available, but in no event later than ninety (90) days after
the end of each fiscal year. Borrower’s balance sheet and income statement for the year
ended, prepared by Borrower.




All financial reports required to be provided under this Agreement shall be prepared in
accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true
and correct.




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, and coverages reasonably acceptable to Lender and by insurance companies authorized to
transact business in Texas. BORROWER MAY FURNISH THE INSURANCE REQUIRED BY THIS AGREEMENT
WHETHER THROUGH EXISTING POLICIES OWNED OR CONTROLLED BY BORROWER OR THROUGH EQUIVALENT
COVERAGE FROM ANY INSURANCE COMPANY AUTHORIZED TO TRANSACT BUSINESS IN TEXAS. Borrower, upon
request of Lender, will deliver to Lender from time to time the policies or certificates of
insurance in form satisfactory to Lender, including stipulations that coverages will not be
cancelled or diminished without at least ten (10) 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 of 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 policy 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 of the policy. In addition, upon request of 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 guarantors named below, on Lender’s forms, and in the
amounts and under the conditions set forth in those guaranties.



	 	 	 	 	 
	Names of Guarantors	 	Amounts	 
	 
	 	 	 	 
	Weldon Cude
	 	Unlimited
	Leo Quintanilla
	 	Unlimited
	Hector Quintanilla
	 	Unlimited
	Goldwell Investments, Inc.
	 	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 writing.




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 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. Provided however,
Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien
or claim so long as (1) the legality of the same shall be contested in good faith by
appropriate proceedings, and (2) Borrower shall have established on Borrower’s books adequate
reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in
accordance with GAAP.




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
qualifications and experience as the present 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, citation, 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 paid by Lender for such purposes will then bear interest at the Note rate from the
date paid by Lender to the date of repayment by Borrower. To the extent permitted by applicable
law, 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 (C) 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.



 









 





					
	Loan No: 1395728801
	 	BUSINESS LOAN AGREEMENT (ASSET BASED)

(Continued)
	 	Page 4







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
(other 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 1986, 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 to any other
person, enterprise or entity, (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.




Agreements. Borrower will not enter into any agreement containing any provisions which would be
violated or breached by the performance of Borrower’s obligations under this Agreement or in
connection herewith.



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: (A) 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 Guarantor, or in the value of any Collateral securing any Loan; or (D) 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 would 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.



DEFAULT. Each of the following shall constitute an Event of
Default under this Agreement:




Payment Default. 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.




Default 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 securing 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 Guarantor. Any of the preceding events occurs 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.




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.



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 and 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 prohibited by 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.



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 writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment.




Attorneys’ Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and
expenses; including Lender’s reasonable 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 reasonable attorneys’ fees and legal expenses whether or
not there is a lawsuit, including Lender’s reasonable 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.




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 any one 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.



 









 





					
	Loan No: 1395728801
	 	BUSINESS LOAN AGREEMENT (ASSET BASED)

(Continued)
	 	Page 5







Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of Texas without regard to its
conflicts of law provisions. This Agreement has been accepted by Lender in the State of Texas.




Choice of Venue. If there is a lawsuit, and if the transaction evidenced by this Agreement
occurred in Bexar County, Borrower agrees upon Lender’s request to submit to the jurisdiction of
the courts of Bexar County, State of Texas.




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.




Payment of Interest and Fees. Notwithstanding any other provision of this Agreement or any
provision of any Related Document, Borrower does not agree or intend to pay, and Lender does
not agree or intend to charge, collect, take, reserve or receive (collectively referred to
herein as “charge or collect”), any amount in the nature of interest or in the nature of a fee
for the Loan which would in any way or event (including demand, prepayment, or acceleration)
cause Lender to contract for, charge or collect more for the Loan than the maximum Lender would
be permitted to charge or collect by any applicable federal or Texas state law. Any such excess
interest or unauthorized fee will, instead of anything stated to the contrary, be applied first
to reduce the unpaid principal balance of the Loan, and when the principal has been paid in
full, be refunded to Borrower.




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 by or on behalf of Borrower contained in
this Agreement or any Related Documents 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 States of 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:




Account. The word “Account” means a trade account, account receivable, other receivable, or
other right to payment for goods sold or services rendered owing to Borrower (or to a third
party grantor acceptable to Lender).




Account Debtor. The words “Account Debtor” mean the person or entity obligated upon an Account.




Advance. The word “Advance” means a disbursement of Loan funds made, or to be made, to Borrower
or on Borrower’s behalf under the terms and conditions of this Agreement.




Agreement. The word “Agreement” means this Business Loan Agreement (Asset Based), as this
Business Loan Agreement (Asset Based) may be amended or modified from time to time, together
with all exhibits and schedules attached to this Business Loan Agreement (Asset Based) from
time to time.




Borrower. The word “Borrower” means Supreme Vacuum Services, Inc. and includes all co-signers
and co-makers signing the Note and all their successors and assigns.




Borrowing Base. The words “Borrowing Base” mean, as determined by Lender from time to time, the
lesser of (1) $400,000.00 or (2) 80.000% of the aggregate amount of Eligible Accounts.




Business Day. The words “Business Day” mean a day on which commercial banks are open in the
State of Texas.




Collateral. The word “Collateral” 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 mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage,
collateral chattel mortgage, chattel trust, factor’s lien, 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, whether created by law,
contract, or otherwise. The word Collateral also includes without limitation all collateral
described in the Collateral section of this Agreement.




Eligible Accounts. The words “Eligible Accounts” mean at any time, all of Borrower’s Accounts
which contain selling terms and conditions acceptable to Lender. The net amount of any Eligible
Account against which Borrower may borrow shall exclude all returns, discounts, credits, and
offsets of any nature. Unless otherwise agreed to by Lender in writing, Eligible Accounts do
not include:




(1) Accounts with respect to which the Account Debtor is employee or agent of Borrower.




(2) Accounts with respect to which the Account Debtor is a subsidiary of, or affiliated with
Borrower or its shareholders, officers, or directors.




(3) Accounts with respect to which goods are placed on consignment, guaranteed sale, or other
terms by reason of which the payment by the Account Debtor may be conditional.




(4) Accounts with respect to which Borrower is or may become liable to the Account Debtor for
goods sold or services rendered by the Account Debtor to Borrower.




(5) Accounts which are subject to dispute, counterclaim, or setoff.




(6) Accounts with respect to which the goods have not been shipped or delivered, or the
services have not been rendered, to the Account Debtor.




(7) Accounts with respect to which Lender, in its sole discretion, deems the creditworthiness
or financial condition of the Account



 









 





					
	Loan No: 1395728801
	 	BUSINESS LOAN AGREEMENT (ASSET BASED)

(Continued)
	 	Page 6







Debtor to be unsatisfactory.




(8) Accounts of any Account Debtor who has filed or has had filed against it a petition in
bankruptcy or an application for relief under any provision of any state or federal
bankruptcy, insolvency, or debtor-in-relief acts; or who has had appointed a trustee,
custodian, or receiver for the assets of such Account Debtor; or who has made an assignment
for the benefit of creditors or has become insolvent or fails generally to pay its debts
(including its payrolls) as such debts become due.




(9) Accounts which have not been paid in full within 90 Days from the invoice date.




Environmental Laws. The words “Environmental Laws” mean any and all state, federal and local
statutes, regulations and ordinances 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”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499
(“SARA”), 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.




Expiration Date. The words “Expiration Date” mean the date of termination of Lender’s
commitment to lend under 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 Broadway National Bank, 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 Supreme Vacuum Services, Inc. in the principal
amount of $400,000.00 dated August 15, 2008, together with all renewals of, extensions of,
modifications of, refinancing 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.




Primary Credit Facility. The words “Primary Credit Facility” mean the credit facility described
in the Line of Credit section of this Agreement.




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 (ASSET BASED) AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT (ASSET
BASED) IS DATED AUGUST 15, 2008.



BORROWER:



	 	 	 	 	 
	SUPREME VACUUM SERVICES, INC.

 	 	 
	By:  	
 	 	 
	 	Weldon     Cude   ,   President  of  	 	 
	 	Supreme  Vacuum Services, Inc. 	 	 
	 
	LENDER:



BROADWAY NATIONAL BANK

 	 	 
	By:  	
 	 	 
	 	Authorized Signer 	 	 
	 	 	 	 
	 







 











 





PROMISSORY NOTE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	$400,000.00
	 	08-15-2008
	 	08-15-2009
	 	1395728801
	 	4A / UR
	 	 	 	00111	 	 






References in the boxes above 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:

	 	Supreme Vacuum Services, Inc.
	 	 
	 	Lender:
	 	Broadway National Bank
	 

	 	P.O. Box 834
	 	 	 	 	 	Main
	 

	 	Pleasanton, TX 78064
	 	 	 	 	 	1177 NE Loop 410 at Nacogdoches Rd.
	 

	 	 	 	 	 	 	 	P O Box 171250
	 

	 	 	 	 	 	 	 	San Antonio, TX 78217
	 

	 	 	 	 	 	 	 	(210) 283-6500






					
	 	 	 	 	 
	Principal Amount: $400,000.00
	 	Initial Rate: 6.000%
	 	Date of Note: August 15, 2008






PROMISE TO PAY. Supreme Vacuum Services, Inc. (“Borrower”) promises to pay to Broadway National
Bank (“Lender”), or order, in lawful money of the United States of America, the principal
amount of Four Hundred Thousand & 00/100 Dollars ($400,000.00) or so much as may be
outstanding, together with interest on the unpaid outstanding principal balance of each
advance. Interest shall be calculated from the date of each advance until repayment of each
advance or maturity, whichever occurs first.



CHOICE OF USURY CEILING AND INTEREST RATE. The interest rate on this Note has been implemented
under the “Weekly Ceiling” as referred to in Sections 303.002 and 303.003 of the Texas Finance
Code. The terms, including the rate, or index, formula, or provision of law used to compute the
rate on the Note, will be subject to revision as to current and future balances, from time to
time by notice from Lender in compliance with Section 303.103 of the Texas Finance Code.



PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all
accrued unpaid interest on August 15, 2009. In addition, Borrower will pay regular monthly
payments of all accrued unpaid interest due as of each payment date, beginning September 15,
2008, with all subsequent interest payments to be due on the same day of each month after that.
Unless otherwise agreed or required by applicable law, payments will be applied first to any
accrued unpaid interest; then to principal; and then to any unpaid collection costs. Borrower
will pay Lender at Lender’s address shown above or at such other place as Lender may designate
in writing. Notwithstanding any other provision of this Note, Lender will not charge interest
on any undisbursed loan proceeds. No scheduled payment, whether of principal or interest or
both, will be due unless sufficient loan funds have been disbursed by the scheduled payment
date to justify the payment.



VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time
based on changes in an index which is Lender’s Prime Rate (the “Index”). This is the rate
Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate
customers. This rate may or may not be the lowest rate available from Lender at any given time.
Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate
change will not occur more often than each DAY. Borrower understands that Lender may make loans
based on other rates as well. The Index currently is 5.000% per annum. The interest rate to be
applied prior to maturity to the unpaid principal balance of this Note will be calculated as
described in the “INTEREST CALCULATION METHOD” paragraph using a rate of 1.000 percentage point
over the Index, resulting in an initial rate of 6.000% per annum. NOTICE: Under no
circumstances will the interest rate on this Note be more than the lesser of 18.000% per annum
or the maximum rate allowed by applicable law. For purposes of this Note, the “maximum rate
allowed by applicable law” means the greater of (A) the maximum rate of interest permitted
under federal or other law applicable to the indebtedness evidenced by this Note, or (B) the
“Weekly Ceiling” as referred to in Sections 303.002 and 303.003 of the Texas Finance Code.



INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/365 simple interest
basis; that is, by applying the ratio of the interest rate over the number of days in a year,
multiplied by the outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding. All interest payable under this Note is computed using this
method.



PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than
it is due. Prepayment in full shall consist of payment of the remaining unpaid principal
balance together with all accrued and unpaid interest and all other amounts, costs and expenses
for which Borrower is responsible under this Note or any other agreement with Lender pertaining
to this loan, and in no event will Borrower ever be required to pay any unearned interest.
Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s
obligation to continue to make payments of accrued unpaid interest. Rather, early payments will
reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in
full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may
accept it without losing any of Lender’s rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender. All written communications concerning
disputed amounts, including any check or other payment instrument that indicates that the
payment constitutes “payment in full” of the amount owed or that is tendered with other
conditions or limitations or as full satisfaction of a disputed amount must be mailed or
delivered to: BROADWAY NATIONAL BANK, 1177 NE LOOP 410 AT NACOGDOCHES RD SAN ANTONIO, TX
78217.



POST MATURITY RATE. The Post Maturity Rate on this Note is the lesser of (A) the maximum rate
allowed by law or (B) the interest rate under this Note. Borrower will pay interest on all
sums due after final maturity, whether by acceleration or otherwise, at that rate.



DEFAULT. Each of the following shall constitute an event of default
(“Event of Default”) under this Note:




Payment Default. Borrower fails to make any payment when due under this Note.




Other Defaults. Borrower fails to comply with or to perform any other term, obligation,
covenant or condition contained in this Note 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.




Default 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 property or Borrower’s ability to repay this Note or perform Borrower’s
obligations under this Note 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 Note 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.




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 securing 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 Guarantor. Any of the preceding events occurs 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
evidenced by this Note.




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 this Note is impaired.




Insecurity. Lender in good faith believes itself insecure.



LENDER’S RIGHTS. Upon default, Lender may declare the entire indebtedness, including the unpaid
principal balance under this Note, all accrued unpaid interest, and all other amounts, costs
and expenses for which Borrower is responsible under this Note or any other agreement with
Lender pertaining to this loan, immediately due, without notice, and then Borrower will pay
that amount.



ATTORNEYS’ FEES; EXPENSES. Lender may hire an attorney to help collect this Note if Borrower
does not pay, and Borrower will pay Lender’s reasonable attorneys’ fees. Borrower also will pay
Lender all other amounts Lender actually incurs as court costs, lawful fees for filing,
recording, releasing to any public office any instrument securing this Note; the reasonable
cost actually expended for repossessing, storing, preparing for sale, and selling any security;
and fees for noting a lien on or transferring a certificate of title to any motor vehicle
offered as security for this Note, or premiums or identifiable charges received in connection
with the sale of authorized insurance.



JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender



 









 





					
	 	 	 	 	 
	 
	 	PROMISSORY NOTE	 	 
	Loan No: 1395728801
	 	(Continued)
	 	Page 2






or Borrower against the other.




GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent
not preempted by federal law, the laws of the State of Texas without regard to its conflicts of
law provisions. This Note has been accepted by Lender in the State of Texas.



CHOICE OF VENUE. If there is a lawsuit, and if the transaction evidenced by this Note occurred in
Bexar County, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of
Bexar County, State of Texas.



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 would 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.



LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be
requested orally by Borrower or as provided in this paragraph. All oral requests shall be confirmed
in writing on the day of the request. All communications, instructions, or directions by telephone
or otherwise to Lender are to be directed to Lender’s office shown above. The following person or
persons are authorized to request advances and authorize payments under the line of credit until
Lender receives from Borrower, at Lender’s address shown above, written notice of revocation of
such authority: Weldon Cude, President of Supreme Vacuum Services, Inc.. Borrower agrees to be
liable for all sums either: (A) advanced in accordance with the instructions of an authorized
person or (B) credited to any of Borrower’s accounts with Lender. The unpaid principal balance
owing on this Note at any time may be evidenced by endorsements on this Note or by Lender’s
internal records, including daily computer print-outs. Lender will have no obligation to advance
funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note
or any agreement that Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is
insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
guarantor’s guarantee of this Note or any other loan with Lender; (D) Borrower has applied funds
provided pursuant to this Note for purposes other than those authorized by Lender; or (E) Lender in
good faith believes itself insecure. This revolving line of credit shall not be subject to Ch. 346
of the Texas Finance Code.



RENEWAL AND EXTENSION. This Note is given in renewal and extension and not in novation of the
following described indebtedness: In # 1395728801 originally dated 10-15-2007 i/a/o $300,000.00.



SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s
heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender
and its successors and assigns.



NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if
we report any inaccurate information about your account(s) to a consumer reporting agency. Your
written notice describing the specific inaccuracy(ies) should be sent to us at the following
address: Broadway National Bank, Main, 1177 NE Loop 410 at Nacogdoches Rd., P O Box 171250, San
Antonio, TX 78217.



GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the
rest of the Note. Borrower does not agree or intend to pay, and Lender does not agree or intend to
contract for, charge, collect, take, reserve or receive (collectively referred to herein as
“charge or collect”), any amount in the nature of interest or in the nature of a fee for this
loan, which would in any way or event (including demand, prepayment, or acceleration) cause Lender
to charge or collect more for this loan than the maximum Lender would be permitted to charge or
collect by federal law or the law of the State of Texas (as applicable). Any such excess interest
or unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce
the principal balance of this loan, and when the principal has been paid in full, be refunded to
Borrower. The right to accelerate maturity of sums due under this Note does not include the right
to accelerate any interest which has not otherwise accrued on the date of such acceleration, and
Lender does not intend to charge or collect any unearned interest in the event of acceleration.
All sums paid or agreed to be paid to Lender for the use, forbearance or detention of sums due
hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full term of the loan evidenced by this Note until payment in full so that
the rate or amount of interest on account of the loan evidenced hereby does not exceed the
applicable usury ceiling. Lender may delay or forgo enforcing any of its rights or remedies under
this Note without losing them. Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive presentment, demand for payment, notice of
dishonor, notice of intent to accelerate the maturity of this Note, and notice of acceleration of
the maturity of this Note. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such parties agree that
Lender may renew or extend (repeatedly and for any length of time) this loan or release any party
or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest
in the collateral without the consent of or notice to anyone. All such parties also agree that
Lender may modify this loan without the consent of or notice to anyone other than the party with
whom the modification is made. The obligations under this Note are joint and several.



PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE,
INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.



BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.



	 	 	 	 	 
	BORROWER:


SUPREME VACUUM SERVICES, INC.

 	 	 
	By:  	
 	 	 
	 	Weldon Cude, President of Supreme Vacuum Services, Inc. 	 	 
	 	 	 	 
	 






 











 





COMMERCIAL SECURITY AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	$400,000.00
	 	08-15-2008
	 	08-15-2009
	 	1395728801
	 	4A / UR
	 	 	 	00111	 	 






References in the boxes above 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.




	 	 	 	 	 	 	 
	Grantor:

	 	Supreme Vacuum Services, Inc.
	 	Lender:
	 	Broadway National Bank
	 

	 	P.O. Box 834
	 	 	 	Main
	 

	 	Pleasanton, TX 78064
	 	 	 	1177 NE Loop 410 at Nacogdoches Rd. 
P O Box 171250
 San Antonio, TX 78217 
(210) 283-6500






THIS COMMERCIAL SECURITY AGREEMENT dated August 15, 2008, is made and executed between
Supreme Vacuum Services, Inc. (“Grantor”) and Broadway National Bank (“Lender”).



GRANT OF SECURITY INTEREST. For valuable consideration. Grantor grants to Lender a security
interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the
rights stated in this Agreement with respect to the Collateral, in addition to all other rights
which Lender may have by law.



COLLATERAL DESCRIPTION. The word “Collateral” as used in this Agreement means the following
described property, whether now owned or hereafter acquired, whether now existing or hereafter
arising, and wherever located, in which Grantor is giving to Lender a security interest for the
payment of the Indebtedness and performance of all other obligations under the Note and this
Agreement:




First security interest in all business account receivables; whether any of the foregoing
is owned now or acquired later; all accessions, additions, replacements, and substitutions
relating to any of the foregoing; all records of any kind relating to any of the foregoing;
all proceeds relating to any of the foregoing (including insurance, general intangibles and
other accounts proceeds)



In addition, the word “Collateral” also includes all the following, whether now owned or
hereafter acquired, whether now existing or hereafter arising, and wherever located:




(A) All accessions, attachments, accessories, replacements of and additions to any of the
collateral described herein, whether added now
or later.




(B) All products and produce of any of the property described in this Collateral section.




(C) All accounts, general intangibles, instruments, rents, monies, payments, and all other
rights, arising out of a sale, lease, consignment
or other disposition of any of the property described in this Collateral section.




(D) All proceeds (including insurance proceeds) from the sale, destruction, loss, or other
disposition of any of the property described in this
Collateral section, and sums due from a third party who has damaged or destroyed the
Collateral or from that party’s insurer, whether due
to judgment, settlement or other process.




(E) All records and data relating to any of the property described in this Collateral
section, whether in the form of a writing, photograph,
microfilm, microfiche, or electronic media, together with all of Grantor’s right, title, and
interest in and to all computer software required to
utilize, create, maintain, and process any such records or data on electronic media.



CROSS-COLLATERALIZATION. In addition to the Note, this Agreement secures all obligations, debts
and liabilities, plus interest thereon, of Grantor to Lender, or any one or more of them, as
well as all claims by Lender against Grantor or any one or more of them, whether now existing
or hereafter arising, whether related or unrelated to the purpose of the Note, whether
voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined,
absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually
or jointly with others, whether obligated as guarantor, surety, accommodation party or
otherwise. However, this Agreement shall not secure, and the “Indebtedness” shall not include,
any obligations arising under Subchapters E and F of Chapter 342 of the Texas Finance Code, as
amended.



RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff
in all Grantor’s accounts with Lender (whether checking, savings, or some other account). This
includes all accounts Grantor holds jointly with someone else and all accounts Grantor may open
in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Grantor 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.



GRANTOR’S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the
Collateral, Grantor represents and promises to Lender that:




Perfection of Security Interest. Grantor agrees to take whatever actions are requested by
Lender to perfect and continue Lender’s security interest in the Collateral. Upon request
of Lender, Grantor will deliver to Lender any and all of the documents evidencing or
constituting the Collateral, and Grantor will note Lender’s interest upon any and all
chattel paper and instruments if not delivered to Lender for possession by Lender. This is
a continuing Security Agreement and will continue in effect even though all or any part of
the Indebtedness is paid in full and even though for a period of time Grantor may not be
indebted to Lender.




Notices to Lender. Grantor will promptly notify Lender in writing at Lender’s address shown
above (or such other addresses as Lender may designate from time to time) prior to any (1)
change in Grantor’s name; (2) change in Grantor’s assumed business name(s); (3) change in
the management of the Corporation Grantor; (4) change in the authorized signer(s); (5)
change in Grantor’s principal office address; (6) change in Grantor’s state of
organization; (7) conversion of Grantor to a new or different type of business entity; or
(8) change in any other aspect of Grantor that directly or indirectly relates to any
agreements between Grantor and Lender. No change in Grantor’s name or state of organization
will take effect until after Lender has received notice.




No Violation. The execution and delivery of this Agreement will not violate any law or
agreement governing Grantor or to which Grantor is a party, and its certificate or articles
of incorporation and bylaws do not prohibit any term or condition of this Agreement.




Enforceability of Collateral. To the extent the Collateral consists of accounts, chattel
paper, or general intangibles, as defined by the Uniform Commercial Code, the Collateral is
enforceable in accordance with its terms, is genuine, and fully complies with all applicable
laws and regulations concerning form, content and manner of preparation and execution, and
all persons appearing to be obligated on the Collateral have authority and capacity to
contract and are in fact obligated as they appear to be on the Collateral. At the time any
account becomes subject to a security interest in favor of Lender, the account shall be a
good and valid account representing an undisputed, bona fide indebtedness incurred by the
account debtor, for merchandise held subject to delivery instructions or previously shipped
or delivered pursuant to a contract of sale, or for services previously performed by Grantor
with or for the account debtor. So long as this Agreement remains in effect, Grantor shall
not, without Lender’s prior written consent, compromise, settle, adjust, or extend payment
under or with regard to any such Accounts. There shall be no setoffs or counterclaims
against any of the Collateral, and no agreement shall have been made under which any
deductions or discounts may be claimed concerning the Collateral except those disclosed to
Lender in writing.




Location of the Collateral. Except in the ordinary course of Grantor’s business. Grantor
agrees to keep the Collateral (or to the extent the Collateral consists of intangible
property such as accounts or general intangibles, the records concerning the Collateral) at
Grantor’s address shown above or at such other locations as are acceptable to Lender. Upon
Lender’s request, Grantor will deliver to Lender in form satisfactory to Lender a schedule
of real properties and Collateral locations relating to Grantor’s operations, including
without limitation the following: (1) all real property Grantor owns or is purchasing; (2)
all real property Grantor is renting or leasing; (3) all storage facilities Grantor owns,
rents, leases, or uses; and (4) all other properties where Collateral is or may be located.




Removal of the Collateral. Except in the ordinary course of Grantor’s business, Grantor
shall not remove the Collateral from its existing location without Lender’s prior written
consent. Grantor shall, whenever requested, advise Lender of the exact location of the
Collateral.




Transactions Involving Collateral. Except for inventory sold or accounts collected in the
ordinary course of Grantor’s business, or as otherwise provided for in this Agreement,
Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral.
Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be
subject to any lien, security interest, encumbrance, or charge, other than the security
interest provided for in this Agreement, without the prior written consent of Lender. This
includes security interests even if junior in right to the security interests granted under
this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral
(for whatever reason) shall be held in trust for Lender and shall not be commingled with any
other funds; provided however, this requirement shall not constitute consent by Lender to
any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such
proceeds to Lender.




Title. Grantor represents and warrants to Lender that Grantor holds good and marketable
title to the Collateral, free and clear of all liens



 









 





					
	 
	 	COMMERCIAL SECURITY AGREEMENT	 	 
	Loan No: 1395728801
	 	(Continued)
	 	Page 2







and encumbrances except for the lien of this Agreement. No financing statement covering any of
the Collateral is on file in any public office other than those which reflect the security
interest created by this Agreement or to which Lender has specifically consented. Grantor shall
defend Lender’s rights in the Collateral against the claims and demands of all other persons.




Repairs and Maintenance. Grantor agrees to keep and maintain, and to cause others to keep and
maintain, the Collateral in good order, repair and condition at all times while this Agreement
remains in effect. Grantor further agrees to pay when due all claims for work done on, or
services rendered or material furnished in connection with the Collateral so that no lien or
encumbrance may ever attach to or be filed against the Collateral.




Inspection of Collateral. Lender and Lender’s designated representatives and agents shall have
the right at all reasonable times to examine and inspect the Collateral wherever located.




Taxes, Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon
the Collateral, its use or operation, upon this Agreement, upon any promissory note or notes
evidencing the Indebtedness, or upon any of the other Related Documents. Grantor may withhold
any such payment or may elect to contest any lien if Grantor is in good faith conducting an
appropriate proceeding to contest the obligation to pay and so long as Lender’s interest in the
Collateral is not jeopardized in Lender’s sole opinion. In any contest Grantor shall defend
itself and Lender and shall satisfy any final adverse judgment before enforcement against the
Collateral. Grantor shall name Lender as an additional obligee under any surety bond furnished
in the contest proceedings. Grantor further agrees to furnish Lender with evidence that such
taxes, assessments, and governmental and other charges have been paid in full and in a timely
manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in
good faith conducting an appropriate proceeding to contest the obligation to pay and so long as
Lender’s interest in the Collateral is not jeopardized.




Compliance with Governmental Requirements. Grantor shall comply promptly with all laws,
ordinances, rules and regulations of all governmental authorities, now or hereafter in effect,
applicable to the ownership, production, disposition, or use of the Collateral, including all
laws or regulations relating to the undue erosion of highly-erodible land or relating to the
conversion of wetlands for the production of an agricultural product or commodity. Grantor may
contest in good faith any such law, ordinance or regulation and withhold compliance during any
proceeding, including appropriate appeals, so long as Lender’s interest in the Collateral, in
Lender’s opinion, is not jeopardized.




Hazardous Substances. Grantor represents and warrants that the Collateral never has been, and
never will be so long as this Agreement remains a lien on the Collateral, used in violation of
any Environmental Laws or for the generation, manufacture, storage, transportation, treatment,
disposal, release or threatened release of any Hazardous Substance. The representations and
warranties contained herein are based on Grantor’s due diligence in investigating the
Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any future claims
against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or
other costs under any Environmental Laws, and (2) agrees to indemnify, defend, and hold
harmless Lender against any and all claims and losses resulting from a breach of this provision
of this Agreement. This obligation to indemnify and defend shall survive the payment of the
Indebtedness and the satisfaction of this Agreement.




Maintenance of Casualty Insurance. Grantor shall procure and maintain all risks insurance,
including without limitation fire, theft and liability coverage together with such other
insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and
basis reasonably acceptable to Lender. Grantor, upon request of Lender, will deliver to Lender
from time to time the policies or certificates of insurance in form satisfactory to Lender,
including stipulations that coverages will not be cancelled or diminished without at least ten
(10) days’ prior written notice to Lender and not including any disclaimer of the insurer’s
liability for failure to give such a notice. 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 of Grantor or any other person. In connection with all policies
covering assets in which Lender holds or is offered a security interest, Grantor will provide
Lender with such loss payable or other endorsements as Lender may require. If Grantor at any
time fails to obtain or maintain any insurance as required under this Agreement, Lender may
(but shall not be obligated to) obtain such insurance as Lender deems appropriate, including if
Lender so chooses “single interest insurance,” which will cover only Lender’s interest in the
Collateral.




Application of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage
to the Collateral, whether or not such casualty or loss is covered by insurance. Lender may
make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. All
proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held
by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged
or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay or reimburse
Grantor from the proceeds for the reasonable cost of repair or restoration. If Lender does not
consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of
the proceeds to pay all of the Indebtedness, and shall pay the balance to Grantor. Any proceeds
which have not been disbursed within six (6) months after their receipt and which Grantor has
not committed to the repair or restoration of the Collateral shall be used to prepay the
Indebtedness.




Insurance Reserves. Lender may require Grantor to maintain with Lender reserves for payment of
insurance premiums, which reserves shall be created by monthly payments from Grantor of a sum
estimated by Lender to be sufficient to produce, at least fifteen (15) days before the premium
due date, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days
before payment is due, the reserve funds are insufficient, Grantor shall upon demand pay any
deficiency to Lender. The reserve funds shall be held by Lender as a general deposit and shall
constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance
premiums required to be paid by Grantor as they become due. Lender does not hold the reserve
funds in trust for Grantor, and Lender is not the agent of Grantor for payment of the insurance
premiums required to be paid by Grantor. The responsibility for the payment of premiums shall
remain Grantor’s sole responsibility.




Insurance Reports. Grantor, upon request of Lender, shall furnish to Lender reports on each
existing policy of insurance showing such information as Lender may reasonably request
including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of
the policy; (4) the property insured; (5) the then current value on the basis of which
insurance has been obtained and the manner of determining that value; and (6) the expiration
date of the policy. In addition, Grantor shall upon request by Lender (however not more often
than annually) have an independent appraiser satisfactory to Lender determine, as applicable,
the cash value or replacement cost of the Collateral.




Financing Statements. Grantor authorizes Lender to file a UCC financing statement, or
alternatively, a copy of this Agreement to perfect Lender’s security interest. At Lender’s
request, Grantor additionally agrees to sign all other documents that are necessary to perfect,
protect, and continue Lender’s security interest in the Property. Grantor will pay all filing
fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless
Lender is required by law to pay such fees and costs. Grantor irrevocably appoints Lender to
execute documents necessary to transfer title if there is a default. Lender may file a copy of
this Agreement as a financing statement. If Grantor changes Grantor’s name or address, or the
name or address of any person granting a security interest under this Agreement changes,
Grantor will promptly notify the Lender of such change.



GRANTOR’S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except as otherwise
provided below with respect to accounts, Grantor may have possession of the tangible personal
property and beneficial use of all the Collateral and may use it in any lawful manner not
inconsistent with this Agreement or the Related Documents, provided that Grantor’s right to
possession and beneficial use shall not apply to any Collateral where possession of the Collateral
by Lender is required by law to perfect Lender’s security interest in such Collateral. Until
otherwise notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At
any time and even though no Event of Default exists, Lender may exercise its rights to collect the
accounts and to notify account debtors to make payments directly to Lender for application to the
Indebtedness. If Lender at any time has possession of any Collateral, whether before or after an
Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral if Lender takes such action for that purpose as Grantor shall
request or as Lender, in Lender’s sole discretion, shall deem appropriate under the circumstances,
but failure to honor any request by Grantor shall not of itself be deemed to be a failure to
exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any
rights in the Collateral against prior parties, nor to protect, preserve or maintain any security
interest given to secure the Indebtedness.



LENDER’S EXPENDITURES. If any action or proceeding is commenced that would materially affect
Lender’s interest in the Collateral or if Grantor fails to comply with any provision of this
Agreement or any Related Documents, including but not limited to Grantor’s failure to discharge or
pay when due any amounts Grantor is required to discharge or pay under this Agreement or any
Related Documents, Lender on Grantor’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 the
Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such
expenditures paid by Lender for such purposes will then bear interest at the Note rate from the
date paid by Lender to the date of repayment by Grantor. To the extent permitted by applicable
law, 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 (C) be treated as a balloon payment which will
be due and payable at the Note’s maturity. The Agreement also will secure payment of these
amounts. Such right shall be in addition to all other rights and remedies to which Lender may be
entitled upon Default.



DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:



 









 





					
	 
	 	COMMERCIAL SECURITY AGREEMENT	 	 
	Loan No: 1395728801
	 	(Continued)
	 	Page 3







Payment Default. Grantor fails to make any payment when due under the Indebtedness.




Other Defaults. Grantor 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 Grantor.




Default in Favor of Third Parties. Any guarantor or 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 any guarantor’s or Grantor’s
property or ability to 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
Grantor or on Grantor’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.




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.




Insolvency. The dissolution or termination of Grantor’s existence as a going business, the
insolvency of Grantor, the appointment of a receiver for any part of Grantor’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 Grantor.




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
Grantor or by any governmental agency against any collateral securing the Indebtedness. This
includes a garnishment of any of Grantor’s accounts, including deposit accounts, with Lender.
However, this Event of Default shall not apply if there is a good faith dispute by Grantor as to
the validity or reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and if Grantor 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 Guarantor. Any of the preceding events occurs with respect to any Guarantor of
any of the Indebtedness or Guarantor dies or becomes incompetent or revokes or disputes the
validity of, or liability under, any Guaranty of the Indebtedness.




Adverse Change. A material adverse change occurs in Grantor’s financial condition, or Lender
believes the prospect of payment or performance of the Indebtedness is impaired.




Insecurity. Lender in good faith believes itself insecure.



RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time
thereafter, Lender shall have all the rights of a secured party under the Texas Uniform Commercial
Code. In addition and without limitation, Lender may exercise any one or more of the following
rights and remedies:




Accelerate Indebtedness. Lender may declare the entire Indebtedness immediately due and
payable, without notice of any kind to Grantor.




Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the
Collateral and any and all certificates of title and other documents relating to the
Collateral. Lender may require Grantor to assemble the Collateral and make it available to
Lender at a place to be designated by Lender. Lender also shall have full power to enter,
provided Lender does so without a breach of the peace or a trespass, upon the property of
Grantor to take possession of and remove the Collateral. If the Collateral contains other goods
not covered by this Agreement at the time of repossession, Grantor agrees Lender may take such
other goods, provided that Lender makes reasonable efforts to return them to Grantor after
repossession.




Sell the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise deal
with the Collateral or proceeds thereof in Lender’s own name or that of Grantor. Lender may sell
the Collateral at public auction or private sale. Unless the Collateral threatens to decline
speedily in value or is of a type customarily sold on a recognized market, Lender will give
Grantor, and other persons as required by law, reasonable notice of the time and place of any
public sale, or the time after which any private sale or any other disposition of the Collateral
is to be made. However, no notice need be provided to any person who, after Event of Default
occurs, enters into and authenticates an agreement waiving that person’s right to notification
of sale. The requirements of reasonable notice shall be met if such notice is given at least ten
(10) days before the time of the sale or disposition. All expenses relating to the disposition
of the Collateral, including without limitation the expenses of retaking, holding, insuring,
preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured
by this Agreement and shall be payable on demand, with interest at the Note rate from date of
expenditure until repaid.




Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of
all or any part of the Collateral, with the power to protect and preserve the Collateral, to
operate the Collateral preceding foreclosure or sale, and to collect the Rents from the
Collateral and apply the proceeds, over and above the cost of the receivership, against the
Indebtedness. The receiver may serve without bond if permitted by law. Lender’s right to the
appointment of a receiver shall exist whether or not the apparent value of the Collateral
exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a
person from serving as a receiver.




Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the
payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender’s
discretion transfer any Collateral into Lender’s own name or that of Lender’s nominee and
receive the payments, rents, income, and revenues therefrom and hold the same as security for
the Indebtedness or apply it to payment of the Indebtedness in such order of preference as
Lender may determine. Insofar as the Collateral consists of accounts, general intangibles,
insurance policies, instruments, chattel paper, choses in action, or similar property, Lender
may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on
the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due.
For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and
dispose of mail addressed to Grantor; change any address to which mail and payments are to be
sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items
pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender
may notify account debtors and obligors on any Collateral to make payments directly to Lender.




Obtain Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a
judgment against Grantor for any deficiency remaining on the Indebtedness due to Lender after
application of all amounts received from the exercise of the rights provided in this Agreement.
Grantor shall be liable for a deficiency even if the transaction described in this subsection
is a sale of accounts or chattel paper.




Other Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor
under the provisions of the Uniform Commercial Code, as may be amended from time to time. In
addition, Lender shall have and may exercise any or all other rights and remedies it may have
available at law, in equity, or otherwise.




Election of Remedies. Except as may be prohibited by applicable law, all of Lender’s rights and
remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing,
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 Grantor under this Agreement, after
Grantor’s failure to perform, shall not affect Lender’s right to declare a default and exercise
its remedies.



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 writing and
signed by the party or parties sought to be charged or bound by the alteration or amendment.




Attorneys’ Fees; Expenses. Grantor agrees to pay upon demand all of Lender’s costs and expenses,
including Lender’s reasonable 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 Grantor shall pay the costs and expenses of such enforcement. Costs
and expenses include Lender’s reasonable attorneys’ fees and legal expenses whether or not there
is a lawsuit, including Lender’s reasonable 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. Grantor 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.




Governing Law. This Agreement will be governed by federal law applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of Texas without regard to its
conflicts of law provisions. This Agreement has been accepted by Lender in the State of Texas.




Choice of Venue. If there is a lawsuit, and if the transaction evidenced by this Agreement
occurred in Bexar County, Grantor agrees upon




 









 








					
	 
	 	COMMERCIAL SECURITY AGREEMENT	 	 
	Loan No: 1395728801
	 	(Continued)
	 	Page 4







Lender’s request to submit to the jurisdiction of the courts of Bexar County, State of Texas.




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
Grantor, shall constitute a waiver of any of Lender’s rights or of any of 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, Grantor agrees to keep Lender informed at all times of Grantor’s
current address. Unless otherwise provided or required by law, If there is more than one
Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all
Grantors.




Power of Attorney. Grantor hereby appoints Lender as Grantor’s irrevocable attorney-in-fact for
the purpose of executing any documents necessary to perfect, amend, or to continue the security
interest granted in this Agreement or to demand termination of filings of other secured
parties. Lender may at any time, and without further authorization from Grantor, file a carbon,
photographic or other reproduction of any financing statement or of this Agreement for use as a
financing statement. Grantor will reimburse Lender for all expenses for the perfection and the
continuation of the perfection of Lender’s security interest in the Collateral.




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.




Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of
Grantor’s interest, this Agreement shall be binding upon and inure to the benefit of the
parties, their successors and assigns. If ownership of the Collateral becomes vested in a
person other than Grantor, Lender, without notice to Grantor, may deal with Grantor’s
successors with reference to this Agreement and the Indebtedness by way of forbearance or
extension without releasing Grantor from the obligations of this Agreement or liability under
the Indebtedness.




Survival of Representations and Warranties. All representations, warranties, and agreements
made by Grantor in this Agreement shall survive the execution and delivery of this Agreement,
shall be continuing in nature, and shall remain in full force and effect until such time as
Grantor’s Indebtedness shall be paid in full.




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 States of 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:




Agreement. The word “Agreement” means this Commercial Security Agreement, as this Commercial
Security Agreement may be amended or modified from time to time, together with all exhibits and
schedules attached to this Commercial Security Agreement from time to time.




Borrower. The word “Borrower” means Supreme Vacuum Services, Inc. and includes all co-signers
and co-makers signing the Note and all their successors and assigns.




Collateral. The word “Collateral” means all of Grantor’s right, title and interest in and to
all the Collateral as described in the Collateral Description section of this Agreement.




Default. The word “Default” means the Default set forth in this Agreement in the section titled
“Default”.




Environmental Laws. The words “Environmental Laws” mean any and all state, federal and local
statutes, regulations and ordinances 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”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499
(“SARA”), 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.




Grantor. The word “Grantor” means Supreme Vacuum Services, Inc. .




Guarantor. The word “Guarantor” means any guarantor, surety, or accommodation party of any or
all of the Indebtedness.




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 Grantor is responsible under this Agreement or under any of the Related
Documents. Specifically, without limitation, Indebtedness includes all amounts that may be
indirectly secured by the Cross-Collateralization provision of this Agreement.




Lender. The word “Lender” means Broadway National Bank, its successors and assigns.




Note. The word “Note” means the Note executed by Supreme Vacuum Services, Inc. in the principal
amount of $400,000.00 dated August 15, 2008, together with all renewals of, extensions of,
modifications of, refinancings of, consolidations of, and substitutions for the note or credit
agreement.




Property. The word “Property” means all of Grantor’s right, title and interest in and to all
the Property as described in the “Collateral Description” section of this Agreement.




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 Indebtedness.



GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES
TO ITS TERMS. THIS AGREEMENT IS DATED AUGUST 15, 2008.



 









 





					
	 
	 	COMMERCIAL SECURITY AGREEMENT	 	 
	Loan No: 1395728801
	 	(Continued)
	 	Page 5






GRANTOR:




	 	 	 	 	 
	SUPREME VACUUM SERVICES, INC.

 	 	 
	By:  	
 	 	 
	 	Weldon Cude, President of Supreme Vacuum Services, Inc. 	 	 
	 




 











 





DISBURSEMENT REQUEST AND AUTHORIZATION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal	 	Loan Date	 	Maturity	 	Loan No	 	Call/Coll	 	Account	 	Officer	 	Initials
	$400,000.00
	 	08-15-2008
	 	08-15-2009
	 	1395728801
	 	4A/UR
	 	 	 	00111	 	 






References in the boxes above 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:

	 	Supreme Vacuum Services, Inc.

P.O. Box 834

Pleasanton, TX 78064

	 	Lender:
	 	Broadway National Bank

Main

1177 NE Loop 410 at Nacogdoches Rd.

P O Box 171250

San Antonio, TX 78217

(210) 283-6500





LOAN TYPE. This is a non-precomputed Variable Rate Nondisclosable Revolving Line of
Credit Loan to a Corporation for $400,000.00 due on August 15, 2009. The reference rate
(BROADWAY NATIONAL BANK PRIME RATE, with an interest rate ceiling of 18.000%, currently
5.000%) is added to the margin of 1.000%, resulting in an initial rate of 6.000. This is a
secured renewal of the following described indebtedness: In # 1395728801 originally dated
10-15-2007 i/a/o $300,000.00.



PRIMARY PURPOSE OF LOAN. The primary purpose
of this loan is for:





o Personal, Family or Household Purposes.




o Personal Investment.




þ Business, Agricultural and All Other.


SPECIFIC PURPOSE. The specific purpose of this loan is: Renewal ($100,000.00 increase)
Revolving Line of Credit is used to support A/R.



DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until
all of Lender’s conditions for making the loan have been satisfied. Please disburse the loan
proceeds of $400,000.00 as follows:




	 	 	 	 	 
	Undisbursed Funds:
	 	$	100,831.52	 
	Other
Disbursements:
	 	$	299,168.48	 
	$299,168.48 Renew In # 1395278801
	 	 	 	 
	 
	 	 	 
	Note Principal:
	 	$	400,000.00	 





FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER
THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL
ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT
FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED AUGUST 15, 2008.




	 	 	 	 	 
	BORROWER:	 	 
	 
	 	 	 	 
	SUPREME VACUUM SERVICES, INC.	 	 
	 
	 	 	 	 
	By:

	 	  

Weldon
Cude, President of Supreme Vacuum
Services, Inc.
	 	  








 









 








NOTICE OF FINAL AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	$400,000.00
	 	08-15-2008
	 	08-15-2009
	 	1395728801
	 	4A / UR
	 	 	 	00111	 	 






References in the boxes above 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:

	 	Supreme Vacuum Services, Inc.

P.O. Box 834

Pleasanton , TX 78064
	 	Lender:
	 	Broadway National Bank
Main

1177 NE Loop 410 at Nacogdoches Rd.

P O Box 171250

San Antonio, TX 78217

(210) 283-6500





THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



As used in this Notice, the following terms have the following meanings:





Loan. The term “Loan” means the following described loan: a non-precomputed Variable
Rate Nondisclosable Revolving Line of Credit Loan to a Corporation for $400,000.00 due
on August 15, 2009. The reference rate (BROADWAY NATIONAL BANK PRIME RATE, with an
interest rate ceiling of 18.000%, currently 5.000%) is added to the margin of 1.000%,
resulting in an initial rate of 6.000. This is a secured renewal of the following
described indebtedness: In # 1395728801 originally dated 10-15-2007 i/a/o $300,000.00.




Loan Agreement. The term “Loan Agreement” means one or more promises, promissory notes,
agreements, undertakings, security agreements, deeds of trust or other documents, or
commitments, or any combination of those actions or documents, relating to the Loan,
including without limitation the following:



LOAN DOCUMENTS




	 	 	 
	Corporate Resolution: Goldwell Investments, Inc.

	 	Corporate Resolution: Supreme Vacuum Services, Inc.
	Business Loan Agreement (Asset Based)

	 	Promissory Note
	TX Commercial Guaranty: Hector Quintanilla

	 	TX Commercial Guaranty: Weldon Cude
	TX Commercial Guaranty: Goldwell Investments, Inc.

	 	TX Commercial Guaranty: Leo Quintanilla
	TX Commercial Security Agreement: First security interest in
all business account receivables; whether any of the foregoing
is owned now or acquired later; all accessions, additions,
replacements, and substitutions relating to any of the
foregoing; all records of any kind relating to any of the
foregoing; all proceeds relating to any of the foregoing
(including insurance, general intangibles and other accounts
proceeds); owned by Supreme Vacuum Services, Inc.

	 	Collateral Schedule

TX National UCC Financing Statement (Rev. 05/22/02): First
security interest in all business accoun
Disbursement Request and Authorization

Notice of Final Agreement





Parties. The term “Parties” means Broadway National Bank and any and all entities or
individuals who are obligated to repay the loan or have pledged property as security
for the Loan, including without limitation the following:




	 	 	 
	Borrower:

	 	Supreme Vacuum Services, Inc.
	Grantor(s):

	 	Supreme Vacuum Services, Inc.
	Guarantor 1:

	 	Weldon Cude
	Guarantor 2:

	 	Leo Quintanilla
	Guarantor 3:

	 	Hector Quintanilla
	Guarantor 4:

	 	Goldwell Investments, Inc.





This Notice of Final Agreement is given by Broadway National Bank pursuant to Section 26.02 of
the Texas Business and Commerce Code. Each Party who signs below, other than Broadway National
Bank, acknowledges, represents, and warrants to Broadway National Bank that it has received,
read and understood this Notice of Final Agreement. This Notice is dated August 15, 2008.




	 	 	 	 	 
	BORROWER:	 	 
	 
	 	 	 	 
	SUPREME VACUUM SERVICES, INC.	 	 
	 
	 	 	 	 
	By:

	 	  

Weldon
Cude, President of
Supreme Vacuum Services, Inc.
	 	  
	 
	 	 	 	 
	GUARANTOR:	 	 
	 
	 	 	 	 
	X

	 	  

Weldon
Cude, Individually
	 	  






 









 






					
	Loan No: 1395728801
	 	NOTICE OF FINAL AGREEMENT

(Continued)
	 	Page 2






	 	 	 	 	 
	GUARANTOR:	 	 
	 
	 	 	 	 
	X

	 	  

Leo
Quintanilla, Individually
	 	  
	 
	 	 	 	 
	GUARANTOR:	 	 
	 
	 	 	 	 
	X

	 	  

Hector
Quintanilla, Individually
	 	  
	 
	 	 	 	 
	GUARANTOR:	 	 
	 
	 	 	 	 
	GOLDWELL INVESTMENTS, INC.	 	 
	 
	 	 	 	 
	By:

	 	  

Hector
Quintanilla, President of Goldwell
Investments, Inc.
	 	  
	 
	 	 	 	 
	LENDER:	 	 
	 
	 	 	 	 
	BROADWAY NATIONAL BANK	 	 
	 
	 	 	 	 
	X

	 	  

Authorized
Signer