[WACHOVIA LOGO]
Wachovia Bank, N.A.
Post Office Box 1088
Dalton, Georgia 30722-1088
February 10, 2000
American Consumers, Inc.
Xxxxxxx X. Xxxxxxxxxx, President
P. O. Box 2328
Ft. Xxxxxxxxxx, GA 30742
Dear Xxxxxxx:
Wachovia Bank, N.A. ("Lender") is pleased to offer American Consumers, Inc.
("Borrower") the following credit facilities. This commitment letter amends and
replaces the commitment letter dated November 20, 1998. This Commitment (as
later defined) will become effective upon your acceptance of the terms and
conditions outlined in this letter. This Commitment will expire on September 30,
2000 or on demand, which ever is earlier.
Commitment Type: Revolving Line of Credit, the "Commitment."
Amount: Up to $600,000
Purpose: General working capital purposes
Interest Rate: Xxxxxx's Prime Rate, currently 8.75%, subject to change
from time to time. The "Prime Rate" refers to that rate so
denominated and set by Lender as an interest rate basis for
borrowings. The Prime Rate is but one of several interest
rate bases used by Lender. Lender lends at rates above and
below the Prime Rate.
Interest will be calculated on the basis of a 360 day year
based on the actual number of days elapsed.
Repayment Terms: Interest payable monthly beginning February 14, 2000.
Principal due on demand.
Collateral: Certificate of Deposit issued by Wachovia Bank in the amount
of $424,000.
To the extent permitted by law, the collateral specified
above shall secure the Commitment and also secure any and all
other liabilities, obligations and indebtedness of the
Borrower to Lender, now existing or hereafter arising.
Financial Reports: The following information will be required:
Year end audited financial statements of Borrower within 90
days of fiscal year end prepared by a certified public
accounting firm acceptable to Lender.
Quarterly financial statements, including a balance sheet and
income statement, within 60 days of quarter end signed by an
officer or partner of Borrower attesting to their accuracy.
All financial statements shall be prepared in accordance with
generally accepted accounting principles and practices
applied consistently throughout the period and for prior
periods.
Additional financial information on Borrower or Guarantor as
requested by Xxxxxx.
Fees: A $250.00 Commitment fee which shall be fully earned and
non-refundable.
Other Conditions: This Commitment is subject to the maintenance by
Borrower of a condition satisfactory to Lender and the
delivery and/or execution of loan, security, and
informational documents satisfactory to Lender. Examples of
an unsatisfactory condition include, but are not limited to,
a material change in management, an adverse change in
financial condition, or any default by Borrower on any
obligation to Lender or to a third party.
During the term of the Commitment, there shall be no change
in control, ownership, or legal structure of Borrower or
Guarantor without the prior written consent of Lender.
In no event shall either Borrower or Lender be liable to the
other for indirect, special, or consequential damages which
may arise out of or are in any way connected with the
issuance of this Commitment.
All costs, expenses and fees incurred to close the Commitment
and perfect Xxxxxx's security interest will be the
responsibility of the Borrower, whether or not the
transaction contemplated herein closes, unless the failure to
close is due solely to Xxxxxx's gross negligence or willful
misconduct.
In addition to any other defaults normally specified in
Lender's documents, to the extent permitted by law, Xxxxxxxx
agrees that a default under this Commitment will also cause a
default under any other loan or obligation of the Borrower to
Lender and that a default under any other loan or obligation
of the Borrower to Lender will cause a default under this
Commitment.
All advances under the revolving line of credit will be paid
down to a minimum amount, of $424,000 for a minimum of thirty
consecutive days during the term of this Commitment.
The Commitment is subject to Lender serving as Xxxxxxxx's
primary financial institution for short term working capital
needs. While the Borrower is utilizing Xxxxxx's short term
working capital line, the Borrower agrees not to
simultaneously utilize short term working capital lines of
credit provided by other financial institutions.
All information and representations made by the Borrower and
any Guarantors to Lender are and will be accurate at closing.
This Commitment shall be governed by the laws of the State of
Georgia.
This Commitment is for the sole and exclusive benefit of the
Borrower and may not be assigned by the Borrower.
This Commitment and all terms and provisions outlined above
shall survive the closing and shall be binding on the
Borrower after such closing.
Commitment
Modifications: No condition or other term of this Commitment may be waived
or modified except in writing signed by Borrower, all
Guarantors, if any, and Lender.
Please call me if you have any questions about the terms of this offer. If this
Commitment is not accepted with an executed copy received by Lender by February
14, 2000 and closed by February 14, 2000, this Commitment shall be null and void
at the option of Lender. To acknowledge your acceptance, please sign below and
return to me. We look forward to working with you.
Very truly yours,
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Vice President
Accepted and agreed to this 14 day of February, 2000.
American Consumers, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxxx
