Exhibit 10.37
DEPOSIT GUARANTY NATIONAL BANK
JACKSON, MISSISSIPPI
PROMISSORY NOTE
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Borrower Number Note Number
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1156611 0535401
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American Artists Film Corporation
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Borrower Name(s)
Amount of Note Loan Type
#▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $75,000.00 223
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Address
Jackson, MS Date of Note Date Due Term Days
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City State Nov. 21, 1996 May 20, 1997 180
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39216
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Zip Code
180 days after date, the undersigned (jointly and severally, if
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more than one) hereinafter called Maker, promises to pay to DEPOSIT GUARANTY
NATIONAL BANK, Jackson, Mississippi, or order, payable at Main Office or any
Branch Seventy Five Thousand And 00/100 Dollars with
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interest thereon from date until paid at the per annum rate of: 8.75%
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This note is payable in monthly installments of $3000.00 INCLUDING INTEREST
beginning Dec. 10, 1996 and on the 10th day of each succeeding month with the
remaining unpaid principal plus accrued interest due and payable at maturity.
Failure to pay any installment as and when due shall, at the option of the
holder, mature the entire indebtedness.
In the event any installment payment of principal and /or interest is more than
fifteen (15) days past due, Maker promises to pay a late payment charge of $5.00
or four (4%) percent of the amount of the delinquancy, whichever is greater.
On loans of $100,000.00 or less having a stated maturity of five years or less,
the late payment charge shall not exceed $50.00.
At its option, and at one or more times, Bank may, but shall have no obligation
to, debit any deposit account of any Obligor with Bank for all or any part of
any sums then due and payable to Bank hereunder.
Maker has Pledged to Bank as collateral for payment of this and any and
all other liabilities, direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter arising (all hereinafter called
"obligation"), the following property listed below, hereinafter called
Collateral:
UNSECURED
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Name of Borrower: AMERICAN ARTISTS FILM CORPORATION
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Borrower Number: 1156611 Note Number: 0535401
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Any pledge or transferee of this note and the Collateral shall have all
rights of Bank hereunder and Bank shall thereafter be relieved from any
liability with respect to any Collateral so pledged or delivered.
Maker will at all times keep the collateral insured at all times against
all insurable hazards in amounts equal to the full cash value of the collateral.
Such insurance shall be with insurance carriers which are qualified to do
business in Mississippi and in good standing with the Mississippi Department of
Insurance, and shall provide for payment of all losses thereunder to Bank as its
interest may appear, and, if required, Maker will deposit the policies of
insurance with Bank. Any money received by Bank under said policies may be
applied to the payment of the indebtedness secured hereby with such payment
applied first to interest, then to principal and any other charges, whether or
not due and payable, or at Bank's option, may be delivered by Bank to Maker for
the purpose of repairing or restoring the collateral. Maker hereby assigns to
Bank all rights to receive proceeds of insurance not exceeding the amount of
Maker's indebtedness to bank, direct any insurer to pay all proceeds directly to
Bank, and appoints Bank as its attorney-in-fact to endorse any draft or check
made payable to Maker in order to collect the benefit of any such insurance.
Prior to the expiration or cancellation date of Maker's insurance policy on the
collateral, Maker shall provide Bank with a renewal or replacement policy having
an effective date the same as the expiration or cancellation date on Maker's
prior policy and meeting the same requirements as stated hereinabove.
If Maker fails to keep the collateral insured as required by Bank, such
failure shall be a default under the terms and conditions of this note. In
addition, Bank may, at its option, and in addition to any other rights and
remedies the Bank may have under this note or any other agreement with Maker,
purchase insurance at Maker's expense to protect Bank's interest continuously
retroactive to the date of expiration or cancellation of Maker's policy for
Maker's failure to keep the collateral insured. If Bank chooses to purchase
insurance upon Maker's failure to keep the collateral insured, Bank will notify
Maker about the types and amounts of the coverages at the time Bank purchases
such insurance. In addition, the insurance that the Bank purchases likely will
not provide all of the insurance coverage which Maker might normally obtain on
its own, such as liability coverage or coverage for any equity which Maker may
have in the collateral. Also, the deductibles may not be the same as the
deductibles contained in a policy which Maker might normally obtain on its own.
The insurance the Bank purchases likely will not be purchased through the
same carrier and/or agent from which Maker might have previously purchased
insurance on the collateral, and in most cases, the cost of the insurance will
be significantly higher than the insurance which Maker might obtain on its own.
If Bank pays for insurance, such payment shall be secured by the collateral,
and shall bear interest at the ANNUAL PERCENTAGE RATE set forth in Maker's Note
and/or Loan Agreement. Maker agrees to reimburse Bank on demand for any such
payment, plus accrued interest, or otherwise to pay said sums in any manner of
installments required by Bank. Maker authorizes Bank to forward any information
which Bank deems necessary to third parties performing services incidental to
Bank's rights and duties under this Note and any Security Agreement with Maker,
including but not limited to, insurance monitoring and placement services.
Even if Bank purchases insurance on the collateral as set out hereinabove,
Maker has the right to purchase the required insurance from an agent or company
of Maker's choice at any time and provide the insurance policy to Bank. Upon
receipt of such policy, Bank will have the insurance cancelled for any period
during which Maker has the required insurance in force and any refund will be
made to Maker's account.
Maker shall take all necessary steps to preserve rights against prior
parties to instruments or chattel paper constituting Collateral and shall be
responsible generally for its preservation. If the Collateral shall at any time
become unsatisfactory to Bank, Maker shall within twenty-four hours after
demand, pledge as part of the Collateral additional property which is
satisfactory to bank.
Upon the happening of any of the following events, each of which shall
constitute a default hereunder, all liabilities of each Maker to Bank shall
become immediately due and guarantor of this note) to perform any agreement
hereunder or pay any obligation secured hereby when due, including without
limitation, failure to obtain or maintain any required insurance on the
collateral pledged to secured this note; (2) death of any Obligor; (3) filing of
any petition in bankruptcy by or against any Obligor; (4) application for
appointment of a receiver for, making of a general assignment for the benefit of
creditors by, or insolvency of any Obligor, or (5) determination by any officer
of Bank that a material adverse change has occurred in the financial condition
of any Obligor. Upon occurrence of any such event or at any time thereafter,
Bank shall have the remedies of a secured party under Uniform Commercial Code of
Mississippi. Any notice of sale or other intended disposition of the Collateral
sent to Maker at least five days prior to such action shall constitute
reasonable notice to Maker. Bank may waive any default before or after the same
has been declared without impairing its rights to declare a subsequent default
hereunder, this right being a continuing one.
In addition, if Maker is in default under this Note, and Maker has
purchased credit life insurance and/or credit disability insurance in connection
with this Note, then Bank may, at its option, and notwithstanding the terms of
the policy(ies) and/or certificates(s) governing such insurance, cancel such
insurance and credit any unearned premium(s) to your outstanding balance under
this Note.
Any renewals, extensions and/or modifications of this Note may not extend
the expiration date of the credit life insurance and/or the credit disability
insurance written in connection with this Note. You should refer to your credit
life/credit disability policy and/or certificate to determine the expiration
date of such insurance.
This note, or any renewal thereof, may be extended without notice and with
out affecting the liability of any Obligor or any Collateral. The Bank may at
its discretion surrender any Collateral without affecting the liability of any
Obligor.
Bank is hereby given a lien upon and a security interest in any moneys or
property, including any deposits, at any time in possession of Bank belonging to
each Obligor, all of which shall be treated as security for payment of this
note. Bank may, at its option in event of default, set off such moneys, property
or deposits against this note or any other obligation of Maker.
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Name of Borrower: AMERICAN ARTISTS FILM CORPORATION
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Borrower Number: 1156611 Note Number: 0535401
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All Obligors waive protest of this note. If this not is paid when due, all
Obligors agree to pay all costs and expenses of collection, including reasonable
attorney's fee and legal expenses, all of which are secured by the Collateral.
Bank shall in no event be liable to any party hereto for failure to this note,
in whole or in part.
Any demand upon or notice to Marker shall be sufficiently served for all
purpose if personally delivered or placed in the mail addressed to the address
shown below or such other address as may be shown on the Bank's records.
In the event that interest on this note is less than $10.00, Maker agrees
to pay a charge of $10.00 in lieu of interest.
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NOTICE TO COSIGNER
(1) YOU ARE BEING ASKED TO GUARANTEE THIS DEBT. THINK CAREFULLY BEFORE YOU DO.
IF THE MAKER (BORROWER) DOES NOT PAY THE DEBT, YOU WILL HAVE TO. BE SURE
YOU CAN AFFORD TO PAY IF YOU HAVE TO, AND THAT YOU WANT TO ACCEPT THIS
RESPONSIBILITY.
(2) YOU MAY HAVE TO PAY UP TO THE FULL AMOUNT OF THE DEBT IF THE MAKER
(BORROWER) DOES NOT PAY. YOU MAY ALSO HAVE TO PAY LATE FEES OR COLLECTION
COSTS, WHICH INCREASE THIS AMOUNT.
(3) THE BANK CAN COLLECT THIS DEBT FROM YOU WITHOUT FIRST TRYING TO COLLECT
FROM THE MAKER (BORROWER). THE BANK CAN USE THE SAME COLLECTION METHODS
AGAINST YOU THAT CAN BE USED AGAINST THE MAKER (BORROWER), SUCH AS SUING
YOU, GARNISHING YOUR WAGES, ETC. IF THIS DEBT IS EVER IN DEFAULT, THAT FACT
MAY BECOME A PART OF YOUR CREDIT RECORD.
(4) THIS NOTICE IS NOT THE CONTRACT THAT MAKES YOU LIABLE FOR THE DEBT.
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AMERICAN ARTISTS FILM CORPORATION
Endorser or Co-Signer No.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.
By:------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., BOARD MEMBER
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, C.E.O
By:------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, C.E.O
/s/ J. ▇▇▇▇ Van Attn, Vice Pres.
By:------------------------------------------
J. ▇▇▇▇ ▇▇▇ ▇▇▇▇, Vice Pres
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Approved by New or Renewal
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Initials Number
LOS/ASG 233 R
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