EXHIBIT 10(Z)
Borrower: XXXXXXXX 2000 INC
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Account Number: 954-0502843 Note Number: 00001
------------------------ -------------------
Address: 306 DIVIDEND DR NEWNAN , Georgia
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PEACHTREE CITY, GA 30269 Date: AUGUST 27, 2001
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BB&T
PROMISSORY NOTE
THE UNDERSIGNED REPRESENTS THAT THE LOAN EVIDENCED HEREBY IS BEING OBTAINED FOR
BUSINESS/COMMERCIAL OR AGRICULTURAL PURPOSES. For value received, the
undersigned, jointly and severally, if more than one, promises to pay BRANCH
BANKING AND TRUST COMPANY, a North Carolina banking corporation (the "Bank"), or
order, at any of Bank's offices in the above referenced city for such other
place or places that may be hereafter designated by Bank), the sum of
FIVE HUNDRED THOUSAND DOLLARS & 00/100
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Dollars ($500,000.00), in immediately available coin or currency of the United
-----------
States of America. [_] Borrower shall pay a prepayment penalty as set forth in
the Prepayment Penalty Addendum attached hereto.
Interest shall accrue from the date hereof on the unpaid balance outstanding
from time to time at the:
[_] Fixed rate of _____________% per annum.
[X] Variable rate of the Bank's Prime Rate plus 0.75% per annum to be adjusted
-----
Daily as the Bank's Prime Rate changes. If checked here [_], the interest
-----
rate will not exceed a(n) [_] fixed [_] average minimum rate
of ________________% of a [_] floating maximum rate of the greater
of _____________% or the Bank's Prime Rate; and the interest rate will not
decrease below a fixed minimum rate of ____________%. If an average
maximum rate is specified, a determination of any required reimbursement
of interest by Bank will be made: [_] when Note is repaid in full by
Borrower [_] annually beginning on __________________________________.
[_] Fixed rate of __________________% per annum through ____________________
which automatically converts on ____________________ to a variable rate
equal to the Bank's Prime Rate plus _______________________% per annum
which shall be adjusted _____________________ as such Prime Rate changes.
[_] --------------------------------------------------------------------------
Principal and interest is payable as follows
[_] Principal (plus any accrued interest not otherwise scheduled herein) )
)is due in full at maturity on ____________.
[_] Principal plus accrued interest )
[X] Payable in consecutive Monthly installments of [_] Principal )
------- )commencing on SEPTEMBER 27, 2001
[X] Principal and interest ) ------------------
and continued on the same day each calendar period thereafter, in 34
--
equal payments of $10,300.00, with one final payment of all remaining
----------
principal and accrued interest due on JULY 27, 2004.
-------------
[_] ChoiceLine Payment Option: 2% of outstanding balance is payable monthly
commencing on _________________ and continuing on the same day of each
calendar period thereafter, with one final payment of all remaining
principal and accrued interest due on ______________.
[_] Accrued interest is payable ____________ commencing on _________________
and continuing on the same day of each calendar period thereafter, with
one final payment of all remaining interest due on ___________.
[_] Bank reserves the right in its sole discretion to adjust the fixed
payment due hereunder ______________ on ________________ and continuing
on the same day of each calendar period thereafter, in order to maintain
an amortization period of no more than _______ months from the date of
this Note. Borrower understands the payment may increase if interest
rates increase.
[_] Prior to an event of default, Borrower may borrow, repay, and reborrow
hereunder pursuant to the terms of the Loan Agreement, hereinafter
defined.
[_] ------------------------------------------------------------------------.
[_] Borrower hereby authorizes Bank to automatically debit from its demand,
deposit or savings account(s) with Bank, any payment(s) due under this
Note on the date(s) due.
In addition, the undersigned promises to pay to Bank, or order, a late
fee in the amount of five percent (5%) of any installment past due for ten (10)
or more days. When any installment payment is past due for fifteen (15) or more
days, subsequent payments shall first be applied to the past due balance. All
interest shall be computed and charged for the actual number of days elapsed on
the basis of a year consisting of three hundred sixty (360) days. In the event
periodic accruals of interest shall exceed any periodic fixed payment amount
described above, the fixed payment amount shall be immediately increased, or
additional supplemental interest payments required on the same periodic basis as
specified above (increased fixed payments or supplemental payments to be
determined in the Bank's sole discretion), in such amounts and at such times as
shall be necessary to pay all accruals of interest for the period and all
accruals of unpaid interest from previous periods. Such adjustments to the fixed
payment amount or supplemental payments shall remain in effect for so long as
the interest accruals shall exceed the original fixed payment amount and shall
be further adjusted upward or downward to reflect changes in the variable
interest rate. In no event shall the fixed payment amount be reduced below the
original fixed payment amount specified above.
This Note ("NOTE") is given by the undersigned in connection with the
following agreements (if any) between the undersigned and the Bank:
Security Deed granted in favor of Bank as grantee:
[X] dated AUGUST 27, 2001 in the maximum principal amount of $700,000.00
--------------- -----------
granted by XXXXXXXX 2000 INC, CROWN XXXXXXXX INC
-------------------------------------
[_] dated _____________ in the maximum principal amount of $_________________
granted by_______________________________________________________________
Security Agreement(s) granting a security interest to Bank:
[_] dated ____________________ given by _____________________________________
_________________________________________________________________________.
[_] dated ____________________ given by _____________________________________.
_________________________________________________________________________.
[_] Securities Account Pledge and Security Agreement dated___________________,
executed by _____________________________________________________________.
[_] Control Agreement(s) dated _______________, covering [_] Deposit Account(s) [_] Investment Property
[_] Letter of Credit Rights [_] Electronic Chattel Paper
[_] Assignment of Certificate of Deposit, Security Agreement, and Power of
Attorney (for Certificated Certificates of Deposit)
dated ____________________, executed by _________________________________
_________________________________________________________________________.
[_] Pledge and Security Agreement for Publicly Traded Certificated Securities
dated ______________________________, executed by _______________________.
[_] Assignment of Life Insurance Policy as Collateral dated _________________,
executed by _____________________________________________________________.
[X] Loan Agreement dated AUGUST 27, 2001, executed by Xxxxxxxx and
---------------
[X] Guarantor(s).
[_] _________________________________________________________________________.
All of the terms, conditions and covenants of the above described agreements
(the "Agreements") 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
Agreements and any other agreements by and between the undersigned and the Bank.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or of any other right on any future occasion. Every
one of the undersigned and every endorser or guarantor of this note regardless
of the time, order or place of signing waives presentment, demand, protest and
notices of every kind and assents to any one or more extensions or postponements
of the time of payment or any other indulgences, to any substitutions, exchanges
or releases of collateral if at any time there be available to the holder
collateral for this note, and to the additions or releases of any other parties
or persons primarily or secondarily liable.
The failure to pay any part of the principal or interest when due on this
Note or to fully perform any covenant, obligation or warranty on this or on any
other liability to the Bank by any one or more of the undersigned, by any
affiliate of the undersigned (as defined in 11USC Section (101) (2)), or by any
guarantor or surety of this Note (said affiliate, guarantor, and surety are
herein called Obligor; or if any financial statement or other representation
made to the Bank by any of the undersigned or any Obligor shall be found to be
materially incorrect or incomplete; or in the event the default pursuant to any
of the Agreements or any other obligation of any of the undersigned or any
Obligor in favor of the Bank; or in the event the Bank demands that the
undersigned secure or provide additional security for its obligations under this
Note and security deemed adequate and sufficient by the Bank is not given when
demanded; or in the event one or more of the undersigned or any Obligor shall
die, terminate its existence, allow the appointment of a receiver for any part
of its property, make an assignment for the benefit of creditors, or where a
proceeding under bankruptcy or insolvency laws is initiated by or against any of
the undersigned or any Obligor; or in the event the Bank should otherwise deem
itself, its security interest, or any collateral unsafe or insecure; or should
the Bank in good faith believe that the prospect of payment or other performance
is impaired; or if there is an attachment, execution, or other judicial seizure
of all or any portion of the Borrower's or any Obligor's assets, including an
action or proceeding to seize any funds on deposit with the Bank, and such
seizure is not discharged within 20 days; or if final judgment for the payment
of money shall be rendered against the Borrower or any Obligor which is not
covered by insurance and shall remain undischarged for a period of 30 days
unless such judgment or execution thereon is effectively stayed; or the
termination of any guaranty agreement given in connection with this Note, then
any one of the same shall be a material default hereunder and this Note and
other debts due the Bank by any one or more of undersigned shall immediately
become due and payable without notice, at the option of the Bank. From and after
any event of default hereunder, interest shall accrue on the sum of the
principal balance and accrued interest then outstanding at the variable rate
equal to the Bank's Prime Rate plus 5% per annum ("Default Rate"), provided that
such rate shall not exceed at any time the highest rate of interest permitted by
the laws of the State of Georgia; and further provided that such rate shall
apply after judgement, in the event of any default, the then remaining unpaid
principal amount and accrued but unpaid interest then outstanding shall bear
interest at the Default Rate called for hereunder until such principal and
interest have been paid in full. In addition, upon default, the Bank may pursue
its full legal remedies at law or equity, and the balance due hereunder may be
charged against any obligation of the Bank to any party including any Obligor.
Bank shall not be obligated to accept any check, money order, or other payment
instrument marked "payment in full" on any disputed amount due hereunder, and
Bank expressly reserves the right to reject all such payment instruments.
Borrower agrees that tender of its check or other payment instrument so marked
will not satisfy or discharge its obligation under this Note, disputed or
otherwise, even if such check or payment instrument is inadvertently processed
by Bank unless in fact such payment is in fact sufficient to pay the amount due
hereunder.
The term "Prime Rate," if used herein, means the rate of interest per
annum announced by the Bank from time to time and adopted as its Prime Rate.
Bank lends at rates above and below the Prime Rate, and the Prime Rate is one of
several rate indexes employed by the Bank when extending credit. Any change in
the interest rate resulting from a change in the Bank's Prime Rate shall become
effective as of the opening of business on the effective date of the change. If
this Note is placed with an attorney for collection, the undersigned agrees to
pay, in addition to principal and interest, all costs of collection and
reasonable attorneys' fees. All obligations of the undersigned and of any
Obligor shall bind his heirs, executors, administrators, successors, and/or
assigns. Use of the masculine pronoun herein shall include the feminine and the
neuter, and also the plural. If more than one party shall execute this Note, the
term "undersigned" as used herein shall mean all the parties signing this Note
and each of them, and all such parties shall be jointly and severally obligated
hereunder. Wherever possible, each
provision of this Note shall be interpreted in such a manner to be effective and
valid under applicable law, but if any provision of this Note shall be
prohibited by or invalid under such law, such provision shall be ineffective but
only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Note. All of the
undersigned hereby waive all exemptions and homestead laws. The proceeds of the
loan evidenced by this Note may be paid to any one or more of the undersigned.
From time to time, at the Bank's option, the maturity date of this Note
may be extended, or this Note maybe renewed in whole or in part, or a new note
of different form may be substituted for this Note, or the rate of interest may
be modified, or changes may be made in consideration of loan extensions, and the
holder hereof, from time to time may waive or surrender, either in whole or in
part any rights, guarantees, secured interest, or loans, given for the benefit
of the holder in connection with the payment and the securing payment of this
Note; but no such occurrence shall in any manner affect, limit, modify, or
otherwise impair any rights, guaranties or security of the holder not
specifically waived, released, or surrendered in writing, nor shall the
undersigned makers, or any guarantor, endorser, or any person who is or might be
liable hereon, either primarily or contigently, be released from such event. The
holder hereof, from time to time, shall have the unlimited right to release any
person who might be liable hereon, and such release shall not affect or
discharge the liability of any other person who is or might be liable hereon. No
waivers and modifications shall be valid unless in writing and signed by the
Bank. The Bank may, at its option, charge any fees for the modification,
renewal, extension, or amendment of any of the terms of the note permitted by
applicable law. In case of a conflict between the terms of this Note and the
Loan Agreement, or the Commitment Letter issued in connection herewith, the
priority of controlling terms shall be first this Note, then the Loan Agreement,
and then the Commitment Letter. This Note shall be governed by and construed in
accordance with the laws of Georgia in connection with any foreclosure or
enforcement proceeding undertaken in connection with the Borrower's property
situated in Georgia. Time is of the essence of this instrument.
Xxxxxxxx agrees that the only interest charge is the interest actually stated in
this Note, and that any loan or origination fee shall be deemed charges other
than interest, which charges are fully earned and non-refundable. It is further
agreed that any late charges are not a charge for the use of money but are
imposed to compensate Bank for some of the administrative services, cost and
losses associated with any deliquency or default under this Note, and said
charges shall be fully earned and non-refundable when accrued. All other charges
imposed by Bank upon Borrower in connection with this Note and the loan
including without limitation, any commitment less, loan fees, facility fees,
origination fees, discount points, default and late charges, prepayment fees,
statutory attorney's fees and reimbursements for costs and expenses paid by Bank
to third parties or for damages incurred by Bank are and shall be deemed to be
charges made to compensate Bank for underwriting and administrative services and
costs, other services, and costs or losses incurred and to be incurred by Bank
in connection with this Note and the loan shall under no circumstances be deemed
to be charges for the use of money. All such charges shall be fully earned and
non-refundable when due. This paragraph is executed for the purpose of
clarifying the status of charges of the Loan for purpose of O.C.G.A. Sec.
7-4-2(a) and (a)(3).
It is the intention of Bank and Borrower to conform strictly to the usury laws
now or hereafter in effect, and any interest payable hereunder shall be subject
to reduction to the amount in excess of the maximum non-usurious amount allowed
under applicable usury laws now or hereafter construed by courts having
jurisdiction over such matters. If the maturity of this Note is accelerated by
reason of any provision of this Note or by reason of voluntary prepayment by the
undersigned, or otherwise, then earned interest may never include more than the
maximum amount permitted by law, computed from the date of each advance of the
loan proceeds hereunder until payment, and any interest in excess of the maximum
amount permitted by law shall be cancelled automatically and, if paid, shall at
the option of Bank, if allowed by applicable law, either be rebated to Borrower
or credited on the principal amount of this Note, or if all principal has
heretofor been repaid, then the excess shall be rebated to Borrower.
--------------------------------------------------------------------------------
CREDIT LIFE AND DISABILITY INSURANCE
Subject to certain underwriting criteria and limitations, INDIVIDUAL BORROWERS
AND ADDITIONAL CO-MAKERS HAVE THE RIGHT TO REQUEST CREDIT LIFE AND DISABILITY
INSURANCE PROTECTION FOR THIS LOAN. One or two Borrowers/Co-makers may be
covered by BB&T Credit Life Insurance and one Borrower/Co-maker may be covered
by BB&T Credit Disability Insurance. However, the purchase of credit life and
credit disability insurance from the Bank is not a condition of obtaining this
loan.
I, the undersigned, desire the credit insurance with the cost and terms
described below and promise to pay the premium of such insurance coverage.
I understand that I may cancel this credit insurance at any time. I
represent that, to the best of my knowledge, I am in good health and am
insurable.
[_] Product 1: Complete the following: [_] Fidelity Security Insurance Company Flex Plan (Complete separate application)
CREDIT LIFE INSURANCE Effective Date Term in Mos. Amount Financed Interest Rate Credit Life Premium
[_] Single [_] Level
[_] Joint [_] Decreasing $500,000.00 7.50 $
-------------- ----------- --------------- ------------- -------------------
CREDIT DISABILITY INSURANCE Monthly Benefit Amount Credit Disability Premium
Effective Date and Terms in Mos.
Same as Credit Life Insurance Above
$ $
--------------------------------- ----------------------------------- --------------------------------------
Credit Disability Insurance is subject to a 14-day elimination period and a
60-month maximum benefit period. Only the Borrower or Co-Maker who signs the
first line under "Signature(s) of Insured" is covered by Credit Disability
Insurance.
Date of Birth Signature(s) of Insured Total Credit Life and Disability
Insurance Premium
--------------- ------------------------------
Signature of Primary Insured
$
--------------- ------------------------------- ---------------------------
Signature of Secondary Insured
--------------------------------------------------------------------------------
(SIGNATURES ON FOLLOWING PAGE)
BB&T
PROMISSORY NOTE SIGNATURE PAGE
Borrower: XXXXXXXX 2000 INC
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Account Number: 954-0502843 Note Number: 00001
----------- -----
Note Amount: 500,000.00 Date: AUGUST 27, 2001
---------- ---------------
Notice of Right to Copy of Appraisal: If a 1-4 family residential dwelling is
------------------------------------
pledged as collateral for this Note, you, the undersigned, have a right to a
copy of the real estate appraisal report used in connection with your
application for credit. If you wish to receive a copy, please notify in writing
the branch office where you applied for credit. You must forward your request to
the Bank no later than 90 days after the date of this Note. In your request
letter, please provide your name, mailing address, appraised property address,
the date of this Note, and the Account and Note Numbers shown on the front of
this Note.
IN WITNESS WHEREOF, the undersigned, on the day and year first written above,
has caused this note to be executed under seal.
If Borrower is a Corporation:
ATTEST: /s/ Xxxxxxx X. Xxxxxx XXXXXXXX 2000 INC
---------------------------- -----------------------------------
XXXXXXX X. XXXXXX NAME OF CORPORATION
Title: SECRETARY By: /s/ Xxxx X. Xxxxx
----------------------------- -------------------------------
XXXX X. XXXXX
Title: PRESIDENT
----------------------------
Corporation
Seal
(Affix seal or insert name of corporation
in seal to adopt as seal of Xxxxxxxx)
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
XXXXXXX X. XXXXXX
WITNESS:
/s/ Xxxx X. Xxxxxxx Title: SECRETARY
------------------------------------ ----------------------------
If Borrower is a Partnership, Limited Liability Company, Limited Liability
Limited Partnership, or Limited Liability Partnership:
WITNESS:
------------------------------------------
NAME OF PARTNERSHIP, LLC, LLLP, OR LLP
By:
------------------------------------ ---------------------------------(SEAL)
GENERAL PARTNER/MANAGER/MEMBER
By:
------------------------------------ ---------------------------------(SEAL)
GENERAL PARTNER/MANAGER/MEMBER
By: (SEAL)
------------------------------------ ---------------------------------
GENERAL PARTNER/MANAGER/MEMBER
If Borrower is an individual
WITNESS:
------------------------------------ ---------------------------------(SEAL)
Additional Co-makers
WITNESS:
------------------------------------ ---------------------------------(SEAL)
------------------------------------ ---------------------------------(SEAL)
------------------------------------ ---------------------------------(SEAL)
------------------------------------ ---------------------------------(SEAL)
Borrower: XXXXXXXX 2000 INC
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Account Number: 954-0502843 Note Number: 00002
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Address: 306 DIVIDEND DR NEWNAN, Georgia
-------------------------------- -------
PEACHTREE CITY, GA 30269 Date: AUGUST 27, 2001
-------------------------------- --------------------------
BB&T
PROMISSORY NOTE
THE UNDERSIGNED REPRESENTS THAT THE LOAN EVIDENCED HEREBY IS BEING OBTAINED FOR
BUSINESS/COMMERCIAL OR AGRICULTURAL PURPOSES. For value received, the
undersigned, jointly and severally, if more than one, promises to pay to BRANCH
BANKING AND TRUST COMPANY, a North Carolina banking corporation (the "Bank"), or
order, at any of Bank's offices in the above referenced city (or such other
place or places that may be hereafter designated by Bank), the sum of
TWO HUNDRED THOUSAND DOLLARS & 00/100
--------------------------------------------------------------------------------
Dollars ($200,000.00), in immediately available coin or currency of the United
-----------
States of America. [_] Borrower shall pay a prepayment penalty as set forth in
the Prepayment Penalty Addendum attached hereto.
Interest shall accrue from the date hereof on the unpaid balance outstanding
from time to time at the:
[_] Fixed rate of __________% per annum.
[X] Variable rate of the Bank's Prime Rate plus 0.75% per annum to be adjusted
-----
Daily as the Bank's Prime Rate changes. If checked here [_], the interest
-----
rate will not exceed a(n) [_] fixed [_] average maximum rate of ________% or
a [_] floating maximum rate of the greater of ______% or the Bank's Prime
Rate; and the interest rate will not decrease below a fixed minimum rate of
_____%. If an average maximum rate is specified, a determination of any
required reimbursement of interest by Bank will be made: [_] when Note is
repaid in full by Borrower [_] annually beginning on ___________________.
[_] Fixed rate of _____% per annum through _____ which automatically converts on
___________ to a variable rate equal to the Bank's Prime Rate plus _____%
per annum which shall be adjusted _____________ as such Prime Rate changes.
[_] ---------------------------------------------------------------------------.
Principal and interest is payable as follows
[X] Principal (plus any accrued interest not otherwise scheduled herein) )
)is due in full at maturity on FEBRUARY 27, 2002.
[_] Principal plus accrued interest ) -----------------
[_] Payable in consecutive ________ installments of [_] Principal )
)commencing on ________________
[_] Principal and interest )
and continued on the same day of each calendar period thereafter, in ____
equal payments of $______, with one final payment of all remaining
principal and accrued interest due on ____________.
[_] ChoiceLine Payment Option: 2% of outstanding balance is payable monthly
commencing on _______________ and continuing on the same day of each
calendar period thereafter, with one final payment of all remaining
principal and accrued interest due on _________________________.
[X] Accrued interest is payable Monthly commencing on SEPTEMBER 27, 2001 and
------- ------------------
continuing on the same day of each calendar period thereafter, with one
final payment of all remaining interest due on FEBRUARY 27, 2002.
-----------------
[_] Bank reserves the right in its sole discretion to adjust the fixed payment
due hereunder ________________ on ____________________ and continuing on
the same day of each calendar period thereafter, in order to maintain an
amortization period of no more than ______ months from the date of this
Note. Borrower understands the payment may increase if interest rates
increase.
[X] Prior to an event of default, Borrower may borrow, repay, and reborrow
hereunder pursuant to the terms of the Loan agreement, hereinafter
defined.
[_]
-------------------------------------------------------------------------.
[_] Borrower hereby authorizes Bank to automatically debit from its demand,
deposit, or savings account(s) with Bank, any payment(s) due under this
Note on the date(s) due.
In addition, the undersigned promises to pay to Bank, or order, a late fee
in the amount of five percent (5%) of any installment past due for ten (10) or
more days. When any installment payment is past due for fifteen (15) or more
days, subsequent payments shall first be applied to the past due balance. All
interest shall be computed and charged for the actual number of days elapsed on
the basis of a year consisting of three hundred sixty (360) days. In the event
periodic accruals of interest shall exceed any periodic fixed payment amount
described above, the fixed payment amount shall be immediately increased, or
additional supplemental interest payments required on the same periodic basis as
specified above (increased fixed payments or supplemental payments to be
determined in the Bank's sole discretion), in such amounts and at such times as
shall be necessary to pay all accruals of interest for the period and all
accruals of unpaid interest from previous periods. Such adjustments to the fixed
payment amount or supplemental payments shall remain in effect for so long as
the interest accruals shall exceed the original fixed payment amount and shall
be further adjusted upward or downward to reflect changes in the variable
interest rate. In no event shall the fixed payment amount be reduced below the
original fixed payment amount specified above.
This note ("NOTE") is given by the undersigned in connection with the
following agreements (if any) between the undersigned and the Bank;
Security Deed granted in favor of Bank as grantee:
[X] dated AUGUST 27, 2001 in the maximum principal amount of $700,000.00
--------------- -----------
granted by XXXXXXXX 2000 INC, CROWN XXXXXXXX INC
-------------------------------------
[_] dated _______________ in the maximum principal amount of $________________
granted by _______________________________________________________________
Security Agreement(s) granting a security interest to Bank:
[_] dated __________________ given by ________________________________________
_________________________________________________________________________.
[_] dated __________________ given by ________________________________________
_________________________________________________________________________.
[_] Securities Account Pledge and Security Agreement dated ______, executed by
_________________________________________________________________________.
[_] Control Agreement(s) dated _______________, covering [_] Deposit Account(s) [_] Investment Property
[_] Letter of Credit Rights [_] Electronic Chattel Paper
[_] Assignment of Certificate of Deposit, Security Agreement, and Power of
Attorney (for Certificated Certificates of Deposit) dated ________________
___________________, executed by ________________________________________.
[_] Pledge and Security Agreement for Publicly Traded Certificated Securities
dated ________________, executed by ______________________________________
_________________________________________________________________________.
[_] Assignment of Life Insurance Policy as Collateral dated _________________,
executed by _____________________________________________________________.
[_] Loan Agreement dated __________________________, executed by Xxxxxxxx and
[_] Guarantor(s).
[_] _________________________________________________________________________.
All of the terms, conditions and covenants of the above described agreements
(the "Agreements") 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
Agreements and any other agreements by and between the undersigned and the Bank.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or of any other right on any future occasion. Every
one of the undersigned and every endorser or guarantor of this note regardless
of the time, order or place of signing waives presentment, demand, protest and
notices of every kind and assents to any one or more extensions or postponements
of the time of payment or any other indulgences, to any substitutions, exchanges
or releases or collateral if at any time there be available to the holder
collateral for this note, and to the additions or releases of any other parties
or persons primarily or secondarily liable.
The failure to pay any part of the principal or interest when due on
this Note or to fully perform any covenant, obligation or warranty on this or on
any other liability to the Bank by any one or more of the undersigned, by any
affiliate of the undersigned (as defined in 11USC Section (101) (21)), or by any
guarantor or surety of this Note (said affiliate, guarantor, and surety are
herein called Obligor); or if any financial statement or other representation
made to the Bank by any of the undersigned or any Obligor shall be found to be
materially incorrect or incomplete; or in the event the default pursuant to any
of the Agreements or any other obligation of any of the undersigned or any
Obligor in favor of the Bank; or in the event the Bank demands that the
undersigned secure or provide additional security for its obligations under this
Note and security deemed adequate and sufficient by the Bank is not given when
demanded; or in the event one or more of the undersigned or any Obligor shall
die, terminate its existence, allow the appointment of a receiver for any part
of its property, make an assessment for the benefit of creditors, or where a
proceeding under bankruptcy or insolvency laws is initiated by or against any of
the undersigned or any Obligor; or in the event the Bank should otherwise deem
itself, its security interest, or any collateral unsafe or insecure; or should
the Bank in good faith believe that the prospect of payment or other performance
is impaired; or if there is an attachment, execution, or other judicial seizure
of all or any portion of the Borrower's or any Obligor's assets, including an
action or proceeding to seize any funds on deposit with the Bank, and such
seizure is not discharged within 20 days; or if final judgment for the payment
of money shall be rendered against the Borrower or any Obligor which is not
covered by insurance and shall remain undischarged for a period of 30 days
unless such judgment or execution thereon is effectively stayed; or the
termination of any guaranty agreement given in connection with this Note, then
any one of the same shall be a material default hereunder and this Note and
other debts due the bank by any one or more of undersigned shall immediately
become due and payable without notice, at the option of the Bank. >From and
after any event of default hereunder, interest shall accrue on the sum of the
principal balance and accrued interest then outstanding at the variable rate
equal to the Bank's Prime Rate plus 5% per annum ("Default Rate"), provided that
such rate shall not exceed at any time the highest rate of interest permitted by
the laws of the State of Georgia; and further provided that such rate shall
apply after judgement. In the event of any default, the then remaining unpaid
principal amount and accrued but unpaid interest then outstanding shall bear
interest at the Default Rate called for hereunder until such principal and
interest have been paid in full. In addition, upon default, the Bank may pursue
its full legal remedies at law or equity, and the balance due hereunder may be
charged against any obligation of the Bank to any party including any Obligor.
Bank shall not be obligated to accept any check, money order, or other payment
instrument marked "payment in full" on any disputed amount due hereunder, and
Bank expressly reserves the right to reject all such payment instruments.
Borrower agrees that tender of its check or other payment instrument so marked
will not satisfy or discharge its obligation under this Note, disputed or
otherwise, even if such check or payment instrument is inadvertently processed
by Bank unless in fact such payment is in fact sufficient to pay the amount due
hereunder.
The term "Prime Rate," if use herein, means the rate of interest per annum
announced by the Bank from time to time and adopted as its Prime Rate. Bank
lends at rates above and below the Prime Rate, and the Prime Rate is one of
several rate indexes employed by the Bank when extending credit. Any change in
the interest rate resulting from a change in the Bank's Prime Rate shall become
effective as of the opening of business on the effective date of the change. If
this Note is placed with an attorney for collection, the undersigned agrees to
pay, in addition to principal and interest, all costs of collection and
reasonable attorneys' fees. All obligations of the undersigned and of any
Obligor shall bind his heirs, executors administrators, successors, and/or
assigns. Use of the masculine pronoun herein shall include the feminine and the
neuter, and also the plural. If more than one party shall execute this Note, the
term "undersigned" as used herein shall mean all the parties signing this Note
and each of them, and all such parties shall be jointly and severally obligated
hereunder. Wherever possible, each
provision of this Note shall be interpreted in such a manner to be effective and
valid under applicable law, but if any provision of this Note shall be
prohibited by or invalid under such law, such provision shall be ineffective but
only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Note. All of the
undersigned hereby waive all exemptions and homestead laws. The proceeds of the
loan evidenced by this Note may be paid to any one or more of the undersigned.
From time to time, at the Bank's option, the maturity date of this Note
may be extended, or this Note may be renewed in whole or in part, or a new note
of different form any be substituted for this Note, or the rate of interest may
be modified, or changes may be made in consideration of loan extensions, and the
holder hereof, from time to time may waive or surrender, either in whole or in
part any rights, guaranties, secured interest, or liens, given for the benefit
of the holder in connection with the payment and the securing the payment of
this Note; but no such occurrence shall in any manner effect, limit, modify, or
otherwise impair any rights, guaranties or security of the holder not
specifically waived, released, or surrendered in writing, nor shall the
undersigned makers, or any guarantor, endorser, or any person who is or might be
liable hereon, either primarily or contingently, be released from such event.
The holder hereof, from time to time, shall have the unlimited right to release
any person who might be liable hereon, and such release shall not affect or
discharge the liability of any other person who is or might be liable hereon. No
waivers and modifications shall be valid unless in writing and signed by the
Bank. The Bank may, at its option, charge any fees for the modification,
renewal, extension, or amendment of any of the terms of the Note permitted by
applicable law. In case of a conflict between the terms of this Note and the
Loan Agreement or Commitment Letter issued in connection herewith, the priority
of controlling terms shall be first this Note, then the Loan Agreement, and then
the Commitment Letter. This Note shall be governed by and construed in
accordance with the laws of Georgia in connection with any foreclosure or
enforcement proceeding undertaken in connection with the Borrower's property
situated in Georgia. Time is of the essence of this instrument.
Xxxxxxxx agrees that the only interest charge is the interest actually stated in
this Note, and that any loan or origination fee shall be deemed charges rather
than interest, which charges are fully earned and non-refundable. It is further
agreed that any late charges are not a charge for the use of money but are
imposed to compensate Bank for some of the administrative services, costs and
losses associated with any delinquency or default under this Note, and said
charges shall be fully earned and non-refundable when accrued. All other charges
imposed by Bank upon Borrower in connection with this Note and the loan
including without limitation, any commitment fees, loan fees, facility fees,
origination fees, discount points, default and late charges, prepayment fees,
statutory attorney's fees and reimbursements for costs and expenses paid by Bank
to third parties or for damages incurred by Bank are and shall be deemed to be
charges made to compensate Bank for underwriting and administrative services and
costs, other services, and costs or losses incurred and to be incurred by Bank
in connection with this Note and the loan shall under no circumstances be deemed
to be charges for the use of money. All such charges shall be fully earned and
non-refundable when due. This paragraph is executed for the purpose of
clarifying the status of charges of the Loan for purpose of O.C.G.A. Sec.
7-4.2(a) and (a)(3).
It is the intention of Bank and Borrower to conform strictly to the usury laws
now or hereafter in effect, and any interest payable hereunder shall be subject
to reduction to the amount in excess of the maximum non-usurious amount allowed
under applicable usury laws now or hereafter construed by courts having
jurisdiction over such matters. If the maturity of this Note is accelerated by
reason of any provision of this Note or by reason of voluntary prepayment by the
undersigned, or otherwise, then earned interest may never include more than the
maximum amount permitted by law, computed from the date of each advance of the
loan proceeds hereunder until payment, and any interest in excess of the maximum
amount permitted by law shall be cancelled automatically and, if paid, shall at
the option of Bank, if allowed by a applicable law, either be rebated to
Borrower or credited on the principal amount of this Note, or if all principal
has heretofor been repaid, then the excess shall be rebated to Borrower.
--------------------------------------------------------------------------------
CREDIT LIFE AND DISABILITY INSURANCE
Subject to certain underwriting criteria and limitations, INDIVIDUAL BORROWERS
AND ADDITIONAL CO-MAKERS HAVE THE RIGHT TO REQUEST CREDIT LIFE AND DISABILITY
INSURANCE PROTECTION FOR THIS LOAN. One or two Borrowers/Co-makers may be
covered by BB&T Credit Life Insurance and one Borrower/Co-maker may be covered
by BB&T Credit Disability Insurance. However, the purchase of credit life and
credit disability insurance from the Bank is not a condition of obtaining this
loan.
I, the undersigned, desire the credit insurance with the cost and terms
described below and promise to pay the premium of such insurance coverage.
I understand that I may cancel this credit insurance at any time. I
represent that, to the best of my knowledge, I am in good health and am
insurable.
[_] Product 1: Complete the following: [_] Fidelity Security Insurance Company Flex Plan (Complete separate application)
CREDIT LIFE INSURANCE Effective Date Term in Mos. Amount Financed Interest Rate Credit Life Premium
[_] Single [_] Level
[_] Joint [_] Decreasing $200,000.00 7.25 $
-------------- ----------- --------------- ------------- -------------------
CREDIT DISABILITY INSURANCE Monthly Benefit Amount Credit Disability Premium
Effective Date and Terms in Mos.
Same as Credit Life Insurance Above
$ $
--------------------------------- ----------------------------------- --------------------------------------
Credit Disability Insurance is subject to a 14-day elimination period and a
60-month maximum benefit period. Only the Borrower or Co-Maker who signs the
first line under "Signature(s) of Insured" is covered by Credit Disability
Insurance.
Date of Birth Signature(s) of Insured Total Credit Life and Disability
Insurance Premium
--------------- ------------------------------
Signature of Primary Insured
$
--------------- ------------------------------- ---------------------------
Signature of Secondary Insured
--------------------------------------------------------------------------------
(SIGNATURES ON FOLLOWING PAGE)
BB&T
PROMISSORY NOTE SIGNATURE PAGE
Borrower: XXXXXXXX 2000 INC
----------------------------------------------------------------------
Account Number: 954-0502843 Note Number: 00002
------------------------ -------------------
Note Amount: 200,000.00 Date: AUGUST 27, 2001
--------------------------- --------------------------
Notice of Right to Copy of Appraisal: If a 1-4 family residential dwelling is
------------------------------------
pledged as collateral for this Note, you, the undersigned, have a right to a
copy of the real estate appraisal report used in connection with your
application for credit. If you wish to receive a copy, please notify in writing
the branch office where you applied for credit. You must forward your request to
the Bank no later than 90 days after the date of this Note. In your request
letter, please provide your name, mailing address, appraised property address,
the date of this Note, and the Account and Note Numbers shown on the front of
this Note.
IN WITNESS WHEREOF, the undersigned, on the day and year first written above,
has caused this note to be executed under seal.
If Borrower is a Corporation:
ATTEST: /s/ Xxxxxxx X. Xxxxxx XXXXXXXX 2000 INC
------------------------------- ----------------------------------
XXXXXXX X. XXXXXX NAME OF CORPORATION
Title: SECRETARY By: /s/ Xxxx X. Xxxxx
-------------------------------- -------------------------------
XXXX X. XXXXX
[CORPORATION SEAL] (Affix seal or Title: PRESIDENT
insert name of ----------------------------
corporation in
seal to adopt as By: /s/ Xxxxxxx X. Xxxxxx
seal of Borrower) -------------------------------
XXXXXXX X. XXXXXX
WITNESS:
/s/ Xxxx X. Xxxxxxx Title: SECRETARY
--------------------------------------- ---------------------------
If Borrower is a Partnership, Limited Liability Company, Limited Liability
Limited Partnership, or Limited Liability Partnership:
WITNESS: ---------------------------------------
NAME OF PARTNERSHIP, LLC, LLLP, OR LLP
By:
-------------------------------------- ------------------------------(SEAL)
GENERAL PARTNER/MANAGER/MEMBER
By:
-------------------------------------- ------------------------------(SEAL)
GENERAL PARTNER/MANAGER/MEMBER
By:
-------------------------------------- ------------------------------(SEAL)
GENERAL PARTNER/MANAGER/MEMBER
If Borrower is an Individual
WITNESS:
-------------------------------------- ---------------------------------(SEAL)
Additional Co-makers
WITNESS:
-------------------------------------- ---------------------------------(SEAL)
-------------------------------------- ---------------------------------(SEAL)
-------------------------------------- ---------------------------------(SEAL)
-------------------------------------- ---------------------------------(SEAL)