Exhibit 148 — USA v. Crowther (Dkt. 136.119)

Summary

Exhibit 148, filed March 31, 2021 as Document 136-119 in United States v. Crowther, Case 2:20-cr-00114-JES-M_M, in the U.S. District Court for the Middle District of Florida, is an amended, restated, increased and renewal revolving line of credit promissory note dated January 24, 2020 at Fort Myers, Florida, in which Target Roofing and Sheet Metal, Inc., a Florida corporation, promises to pay Sanibel Captiva Community Bank up to $1,500,000.00 on a revolving basis, secured by a commercial security agreement, financing statements, the guaranty of Casey D. Crowther and an assignment of a life insurance policy on Crowther's life. Interest accrues at the Prime Rate plus 1.0%, with a floor of 6.50%, payable in twenty four (24) monthly installments from February 10, 2020, with the balance due on February 10, 2022.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Record facts

Full text

Case 2:20-cr-00114-JES-M_M     Document 136-119     Filed 03/31/21     Page 1 of 6 PageID
2919 ure

AMENDED, RESTATED, INCREASED AND RENEWAL REVOLVING LINE OF
CREDIT PROMISSORYNOTE 3

THIS AMENDED, RESTATED, INCREASED AND RENEWAL REVOLVING LINE OF CREDIT
PROMISSORY NOTE AMENDS, RESTATES, INCREASES AND RENEWS THAT CERTAIN
CREDIT AGREEMENT AND DISCLOSURE DATED AUGUST 10, 2017 FROM BORROWER
TO BANK IN THE ORIGINAL MAXIMUM PRINCIPAL AMOUNT OF $400,000.00, AS .
PREVIOUSLY AMENDED, RESTATED, INCREASED AND RENEWED BY THAT CERTAIN.
AMENDED, RESTATED, INCREASED AND RENEWAL REVOLVING LINE OF CREDIT
PROMISSORY NOTE DATED MAY 25, 2018 FROM BORROWER TO BANK IN THE
MAXIMUM PRINCIPAL AMOUNT OF $800,000.00, AS FURTHER AMENDED, RESTATED,
INCREASED AND RENEWED BY THAT CERTAIN AMENDED, RESTATED, INCREASED
AND RENEWAL REVOLVING LINE OF CREDIT PROMISSORY NOTE DATED JULY 23, 2019
IN THE MAXIMUM PRINCIPAL AMOUNT OF $1,500,000,000, AS PREVIOUSLY
DECREASED, AMENDED AND RESTATED BY THAT CERTAIN DECREASED, AMENDED
AND RESTATED REVOLVING LINE OF CREDIT PROMISSORY NOTE DATED DECEMBER
23, 2019 FROM BORROWER TO BANK IN THE MAXIMUM PRINCIPAL AMOUNT OF
$1,000,000.00. THIS AMENDED, RESTATED, INCREASED AND RENEWAL REVOLVING
LINE OF CREDIT PROMISSORY AMENDS, RESTATES, INCREASES AND RENEWS THE
ABOVE REFERENCED NOTE AND DOES NOT CONSTITUTE A NOVATION OF THE
ORIGINAL NOTE OR. ANY INSTRUMENTS SECURING THE SAME.

$1,500,000.00. January 24, 2020
Fort Myers, Florida

FOR VALUE RECEIVED, TARGET ROOFING AND SHEET METAL, INC., a Florida
corporation (sometimes hereinafter referred to as the "Borrower"), promises to pay to the order
of SANIBEL CAPTIVA COMMUNITY BANK, its successors and/or assigns ("Bank") at its
principal offices located at 2475 Library Way, Sanibel, Florida 33957 (or at such other place or
places as Bank may designate), without notice, demand, deduction or any right of set-off
whatseever, the principal sum of One Million Five Hundred Thousand and No/100 Dollars
($1,500,000.00), or so much thereof as may be from time to time outstanding, plus interest
thereon at the Rate hereinafter defined, all in accordance with the terms and conditions of this
Promissory Note (the "Note") and in accordance with the Revolving Loan Agreement of even
date herewith by. and between Borrower and Bank (the “Loan Agreement’). This Note is
secured by the following: (i) that certain Commercial Security Agreement dated August 10, 2017
from Borrower to Bank, as modified by that certain Amendment to. Commercial Security
Agreement dated May 25, 2018 between Borrower and Bank, as further amended by that
certain Second Amendment to Commercial Security Agreement dated July 23, 2019 between
Borrower and Bank, as further amended by that certain Third Amendment to Commercial
Securlty Agreement dated December 23, 2019 between Borrower and Bank, and further
amended by that certain Fourth Amendment to Commercial Security Agreement of even date
between Borrower and Bank (the “Security Agreement’); (ii) UCC-1 Financing Statements as
recorded in Official Records Instrument No. 2017000175732, Public Records of Lee County,
Florida and on file with the Florida Secured Transactions Registry bearing Filing No.
201702147256 (the “Financing Statements”); (lil) the Guaranty Agreement (the “Guaranty") of
Casey D. Crowther (the "Guarantor’); (iv) Assignments of Life Insurance Policy on the life of
Casey D. Crowther in favor of Bank (the “Assignment of Life Insurance Policy’); and (v) other
agreements by and between Borrower and Bank. The Security Agreement, Guaranty, Financing
Statements, Assignment of Life Insurance Policy and such other agreements are hereinafter

EX_148 001
Case 2:20-cr-00114-JES-M_M     Document 136-119     Filed 03/31/21     Page 2 of 6 PageID
referred to collectively as the "Security Documents" and the loan evidenced thereby is
hereinafter referred to as the “Loan.” Terms used herein but not otherwise defined hereunder
are defined as set forth in the Security Documents or the Loan Agreement. All of the terms,
definitions, conditions and covenants of the Loan Agreement and the Security Documents are
expressly made a part of this Note by reference In the same manner and with the same effect
as if set forth herein at length, and any holder of this Note is entitled to the benefits of and
remedies provided in the Loan Agreement and the Security Documents. Until the Maturity Date,
subject to the terms and conditions: of this Note, the Loan Agreement and the Security
Documents, Bank shall advance funds to Borrower, such that Borrawer may borrow, partially or
wholly repay, and reborrow, on a revolving basis, up to a maximum principal sum equal to the
face amount of this Note at any one time outstanding, subject to the limitations set forth herein.

1. Interest. Subject to the interest rate floor below, interest shall accrue on

the outstanding principal balance of this Note at a variable per annum rate equal to the U.S.
National Prime Lending Rate in effect from time to time as published in the Money Rates
Section of the Wall. Street Journal plus One Percent (Prime Rate + 1.0%), adjusted daily in
accordance with fluctuations in said Prime Rate. Notwithstanding, in no event shail the per
annum interest rate at any time be less than Six and 50/100 Percent (6.50%). In the event such
Prime Rate shall cease to be so published, Bank shall select a comparable rate to use as the
Prime Rate hereunder, as determined by Bank in its discretion. Said Prime Rate is a base or
index. rate used by Bank and is not necessarily the best or lowest rate of interest offered by
Bank to its customers. Interest.shall be calculated on the basis of a daily amount of interest
accruing on the outstanding principal balance of the Lean during an assumed three hundred
sixty (360) day year multiplied by the actual number of days the principal Is outstanding during
such applicable interest period.

2. Terms of Repayment. Twenty four (24) monthly installments of all
accrued but unpaid interest shail be due and payable from Borrower to Bank, in arrears, with the
first such installment due and payable on February 10, 2020, and continuing on the same day of
each successive month thereafter. A final payment of all accrued but unpaid interest and the
entire outstanding principal balance shall be due and payable in full on February 10, 2022 (the
“Maturity Date”). All payments of principal and/or interest shall be made in lawful currency of
the United States of America which shall be legal tender in payment of all debts, public and
private, at the time of payment.

3. Use of Proceeds. Proceeds of this Note shall be used solely as a working
line of credit to assist with processing work orders and purchasing supplies to complete jobs.

4, Loan to Value Limitation. Notwithstanding anything herein to the
contrary, in no event shall the outstanding principal balance of this Note at any time exceed

sixty five percent (65%) of Borrower's eligible accounts receivable. For purposes hereof,
eligible accounts receivable of Borrower are defined as all of Borrower's accounts receivable,
excluding (i) accounts receivable that have been outstanding for more than sixty (60) days; (ii)
accounts receivable from related parties to Borrower; and (iii) accounts receivable from non-
Florida residents or entities. In the event the outstanding principal balance of this Note shail at
any time exceed the loan to value limitation set forth above, Borrower shall on written demand
from Bank pay down the principal balance of this Note to bring this Note into compliance with
the. loan to value. requirement set forth above.

5. Advances Discretionary: Subject to Loan Officer Approval. All advances
under this Note shall be at Bank's discretion and subject to Borrower's and Guarantor's financial

EX 148 002
Case 2:20-cr-00114-JES-M_M     Document 136-119     Filed 03/31/21     Page 3 of 6 PageID
condition remaining acceptable to Bank. All requests for advances under this Note shall be
submitted. by Borrower to Bank in writing, specifying the requested amount of Loan proceeds,
the project and proposed improvements for which the proceeds are requested (including such
supporting documentation as Bank may require), and such other information as may be required
by Bank. All advances requested by Borrower shall be subject to Bank’s approval as
determined by Bank in its discretion.

6. Prepayment. This Note. may be prepaid in whole or in part at any time
without fee, premium or penalty. Any partial prepayment shall be applied in accordance with
paragraph 11 below and shall not postpone the due date of any subsequent pericdic
installments or the Maturity Date, or change the amount of such installments due, unless Bank
shail otherwise agree in writing.

7. Late Charges. Should Borrower fail to pay the installments of interest or
principal {if applicable) on any due date provided for herein or within ten (10) days: thereafter,
then Borrower further promises to pay a late payment charge equal to five percent (5%) of the
amount of the unpald installment as lIquidated compensation to Bank for the extra expense to
Bank to process and administer the late payment, Borrower agreeing, by execution hereof, that
any other measure of compensation for a late payment is speculative and impossible to
compute. This provision for fate charges shall not be deemed to extend the time for payment or
be a "grace period” or "cure period" that gives Borrower a right to cure a Default or Default
Condition. Imposition of late charges is not contingent upon the giving of any notice or lapse of
any cure period provided for in the Security Documents and shall not be deemed a waiver of
any right or remedy of Bank, including without limitation, acceleration of this Note.

8. Default. Any faiture of Borrower or Guarantors to comply with any term,
covenant, or condition of this Note, including, without limitation, Borrower's failure to pay
principal, interest, or expenses when same shall become due, which failure continues for more
than fifteen (15) days: after written notice from Bank, or the existence of any Default Condition or
Default under the Security Documents or Loan Agreement, shalt be deemed, at the option of
Bank, a Default under this Note.

9. Acceleration. Upon the occurrence of a Default hereunder or under the
terms of any one or more of the Security Documents or the Loan Agreement, Bank may declare
the then outstanding principal and all accrued but unpaid interest immediately due and payable
and upon acceleration and thereafter this Note shall bear interest at the Default Rate,
hereinafter defined, until all indebtedness evidenced hereby and secured by the Security
Documents has been paid in full. Further, in the event of such acceleration, the Loan, and all
other indebtedness of Borrower to Bank arising out of or In connection with the Loan shall
become. immediately due and payable, without presentation, demand, protest or notice of any
kind, all of which are hereby waived by Borrower. Any judgment rendered on this Note shall
bear interest.at the Default Rate (as herein defined).

10. Default Rate. After default or maturity or upon acceleration, and
thereafter, the unpaid indebtedness then evidenced by this Note and due under and secured by
the Security Documents shall bear interest at the maximum rate then permitted under applicable
law, not to exceed, however, eighteen percent (18%) per annum.

41. Application of Payments. All sums received by Bank for application to the
Loan may be applied by Bank to late charges, expenses, costs, Interest, principal, and other

EX_148 003
Case 2:20-cr-00114-JES-M_M     Document 136-119     Filed 03/31/21     Page 4 of 6 PageID
amounts owing to Bank in connection with the Loan in the order selected by Bank in its sole
discretion,

12. Expenses. In the event this Note is not paid when due on any stated or
accelerated maturity date, or should it be necessary for Bank to enforce any other of its rights
under this Note, the Loan Agreement, or the Security Documents, Borrower will pay to Bank, in
addition to principal, interest and other charges due hereunder or under the Loan Agreement or
the Security Documents, all costs of collection or enforcement, Including reasonable attorneys’
fees, paralegals’ fees, legal assistants’ fees, costs and expenses, whether incurred with respect
to collection, litigation, bankruptcy proceedings, interpretation, dispute, negotiation, trial, appeal,
defense of actions instituted by a third party against Bank arising out of or related to the Loan,
enforcement of any judgment based on this Note, or otherwise, whether or not a suit to collect
such amounts-or to enforce such rights is brought or, if brought, is prosecuted to judgment.

13. Waiver. All persons now or at any time liable for payment of this Note,
_ whether directly or indirectly, including, without limitation, Guarantors, hereby waive
presentment, protest, notice of protest and dishonor. The Borrower expressly consents to any
extensions and renewals, in whole or in part, to the release of any or all Guarantors or co-
makers and any collateral security or portions thereof, given to secure this Note, and all delays
in time of payment or other performance which Bank may grant, in its sole discretion, af any
time and from time to time without limitation, all without any notice or further consent of
Borrower, and any such grant by Bank shall not be deemed a waiver of any subsequent delay
or any of Bank's rights hereunder or under the Loan Agreement or the Security Documents.

14. Usury. In no event shall this or any other provision herein or in the Loan
Agreement or Security Documents permit the collection of any interest which would be usurious
under the Jaws of the State of Florida. If any such interest in excess of the maximum rate
allowable under applicable law has been collected, Borrower agrees that the amount of interest
collected above the maximum rate permitted by applicable law, together with interest thereon at
the rate required by applicable law, shall be refunded to Borrower, and Borrower agrees to
accept such refund, or, at Borrower's option, such refund shall be applied as a principal
payment hereunder.

15. Modification. This Note may not be changed orally, but only by an
agreement in writing signed by the Bank and Borrower.

16. Applicable Law. This Note shall be governed by and construed in
accordance with the laws of the State of Florida.

17. Notices. All notices or other communications required or permitied to be
given pursuant to the provisions of this Note shall be given in accordance with the notice
provisions. of the Loan Agreement.

18. Successors and Assigns. As used herein, the terms "Borrower" and
"Bank" shall be deemed to include their respective heirs, personal representatives, successors
and assigns. The owner. of this Note may, from time to time, sell or offer to sell the loan
evidenced by this Note, or interests therein, to one or more assignees or participants and is
hereby authorized to disseminate any information it has pertaining to the Loan evidenced by this
Note, including, without limitation, any security for this Note and credit information on Borrower,
any of its principals and any Guarantor of this Note, to any company affiliated with the owner of
this Note, any assignee or participant, and to the extent, if any, specified in any such

EX_148_ 004
Case 2:20-cr-00114-JES-M_M     Document 136-119     Filed 03/31/21     Page 5 of 6 PageID
assignment or participation, such affiliated companies, assignee(s) or participant(s) shall have
the rights and benefits with respect to this Note and the other Loan Documents as such
person(s) would have if such person(s) were Bank hereunder. The owner of this Note may also
disclose any such information to any regulatory body having jurisdiction over Bank.

19. Severability. In the event any one or more of the provisions of this Note
shall for any reason be held to be invalid, illegal, or unenforceable, In whole or in part or in any
respect, or In the event that any one or more of the provisions of this Note operates or would
prospectively operate to invalidate this Note, then and in any of those events, only such
provision or provisions shall be deemed null and void and shail not affect any other provision of
this Note. The remaining provisions of this Note shall remain operative and in full force and
effect and shall in no way be affected, prejudiced, or disturbed thereby. In the event any
provisions of this Note are inconsistent with the provisions of the Loan Agreement, the Security
Documents, or any other agreements or documents executed in connection with this Note, this
Note shall control.

20. Captions: Pronouns. Captions are for reference only and in no way limit
the terms of this Note. The pronouns used in this instrument shall be construed as masculine,
feminine, or neuter as the occasion may require. Use of the singular includes the plural, and
vice versa.

21. Business Day. Any reference herein or in the Loan Agreement or
Security Documents to a day or business day shall be deemed to refer to a banking day which
shall be a day on which Bank is open for the transaction of business, excluding any national
holidays, and. any performance. which would otherwise be required on a day other than a
banking day shall be timely performed in such instance, if performed on the next succeeding
banking day. Notwithstanding such timely performance, interest shall continue to accrue
hereunder until such payment or performance has been made.

22. WAIVER OF JURY TRIAL. THE PARTIES MUTUALLY AGREE THAT
NEITHER PARTY, NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL
REPRESENTATIVE OF THE PARTIES (ALL OF WHOM ARE HEREINAFTER REFERRED TO
AS THE "PARTIES") SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING,
COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING
OUT OF THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RELATED
AGREEMENT OR INSTRUMENT, ANY OTHER COLLATERAL FOR THE DEBT OR THE
DEALINGS. OR THE RELATIONSHIP BETWEEN OR AMONG THE PARTIES, OR ANY OF
THEM. NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN
WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY
TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN
FULLY NEGOTIATED BY THE PARTIES WITH BANK. THE WAIVER CONTAINED. HEREIN
IS IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND IS
SUBJECT TO NO EXCEPTIONS. BANK HAS IN NO WAY AGREED WITH OR
REPRESENTED TO BORROWER, ANY GUARANTOR, OR ANY OTHER PARTY THAT THE
PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

23. Choice of Venue. Borrower, whether or not a Florida resident, hereby
waives any plea or claim of lack of personal jurisdiction or improper venue in any action, suit or
proceeding brought upon and/or to enforce this Note or any of the Security
Documents. Borrower specifically authorizes any such action to be instituted and prosecuted in
any Circult Court in Florida or United States District Court in Florida, at the election of Bank.

EX_148 005
Case 2:20-cr-00114-JES-M_M     Document 136-119     Filed 03/31/21     Page 6 of 6 PageID
24. Elorida Documentary Stamps. All Florida documentary stamps were paid
on this Note.

IN WITNESS WHEREOF, Borrower has caused this Note to. be duly executed as of the
day and year first above written.

TARGET ROOFING AND SHEET METAL,
INC., a Florida. oration

ac

“‘€asey D. Crowther, President

STATE OF FLORIDA
COUNTY OF LEE

The foregoing instrument was agknowledged before me by means of physical:

presence or 1 online notarization-this..Q4_ day of January, 2020, by CASEY D. CROWTHER,
President of TARGET -T ROOFING AND SHEET MEAL, INC., a Florida corporation, on behalf of

the corporatién, who i is personally known to me_or, S produced an
as | ton i 4 °
1 of .
tral (ORR ARIGTENE GUFFEY 56 WOiL | : ene NS .. be
CG COMRISSION # GG 2198 Notary Public [ 7 = ASEAL)
ise July 6, 7072 ta oad EE,
scl EXPIRES: Pie Unde Printed Name: sees yh cher,
2 rene Bonded TRO Commission No.: My Ala Set !

My Commission Expires: 1 1 [3.2

EX 148 006


File and source

File

gov.uscourts.flmd.381779.136.119.pdf

Size

614,097 bytes

SHA-256

ad98c1c7b5a63500fbc2d43a34d0e6a46c49c77d5c698e482aa64b338fec6335

Our copy

gov.uscourts.flmd.381779.136.119.pdf

Original

PACER (login required)