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EXHIBIT 10.2
XXXXXXX FINANCE COMPANY COMMUNITY BANK & TRUST WRS
XXX XXXXXXX 000 Xxxxx Xxxx Xxxxxx Loan Number: 42798060
P.O. Box 213 Cornelia, GA 30531 Date: 5/18/99
Union Point, GA 30669-0000 Maturity Date: 5/18/00
Loan Amount:1500000.00
Renewal Of: 703994405
Borrower's Name and Address Xxxxxx's Name and Address
"I" includes each Borrower above, "You" means the Lender, its
jointly and severally successors and assigns
For value received, I promise to pay to you, or your order, at your address
listed above, the PRINCIPAL sum of ONE MILLION FIVE HUNDRED THOUSAND AND NO/100
Dollars $1,500,000.00
[ ] SINGLE ADVANCE: I will receive
all of this principal sum on __________________. No additional advances are
contemplated under this note.
[X] MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On ______________ I will receive the
amount of $_____________________ and future principal advances are
contemplated.
CONDITIONS: The conditions for future advances are UPON
REQUEST OF BORROWER AND APPROVAL OF XXXXXX.
[X] OPEN END CREDIT: You and I agree that I may borrow up to
the maximum amount of principal more than one time. This feature is
subject to all other conditions and expires on ___________________.
[ ] CLOSED END CREDIT: You and I agree that I may borrow up
to the maximum only one time (and subject to all other conditions).
INTEREST: I agree to pay interest on the outstanding principal balance from
4/29/98 at variable rate indicated below until paid in full, the initial
interest rate being 10.500%.
[ ] VARIABLE RATE: This rate may then change as stated below.
[ ] INDEX RATE: The future rate will be 2.000% PLUS the
following index rate: INDEX 16 - WALL STREET JOURNAL DAILY.
[ ] NO INDEX: The future rate will not be subject top any
internal or external index. It will be entirely in your control.
[X] FREQUENCY AND TIMING: The rate on this note may change as
often as daily. A change in the interest rate will take effect same
day as prime changes.
[ ] LIMITATIONS: During the term of this loan, the applicable
annual interest rate will not be more than _____________________% each
_______________________.
EFFECT OF VARIABLE RATE: A change in the interest rate will
have the following effect on the payments:
[ ] The Amount of each scheduled payment will change.
[ ] The Amount of the final payment will change.
ACCRUAL METHOD: Interest will be calculated on a actual/365 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of
this note owing after maturity, and until paid in full, as stated
below:
[X] on the same fixed or variable rate basis in effect before
maturity (as indicated above).
[ ] at a rate equal to _____________________________________.
[X] LATE CHARGE: If a payment is made more than 10 days after it is
due, I agree to pay a late charge of 5% of regular payment or $50.00,
whichever is less.
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[X] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which [ ] are
[X]are not included in the principal amount above: $2,500.00 TRANSACTION FEE
PER EACH ADVANCE.
PAYMENTS: I agree to pay this note as follows:
[X] INTEREST: I agree to pay accrued interest at maturity.
[X] PRINCIPAL: I agree to pay the principal at maturity on May 18, 2000.
[ ] INSTALLMENTS: I agree to pay this note in ___________ payments. The first
payment will be in the amount of $ _____________________________ and will be
due ______________________________________________________ thereafter. The
final payment of the entire unpaid balance of principal and interest will be
due ______________________________________.
[ ] If checked, and this loan is secured by a first lien on real estate, then
any accrued interest not paid when due (whether due by reason of a schedule of
payments or due because of lenders demand) will become part of the principal
thereafter, and will bear interest at the interest rate in effect from time to
time as provided for in this agreement.
ADDITIONAL TERMS:
THIS LOAN IS SECURED BY 100% OF THE OUTSTANDING STOCK OF XXXXXXX
FINANCE COMPANY, UNION POINT, GEORGIA, AND $1,500,000.00 LIFE
INSURANCE POLICY COVERING THE LIFE OF XXX XXXXXXX AND ASSIGNMENT OF
PAYMENT-ESCROW ACCOUNT.
[ ] SECURITY: This note is separately secured by PURPOSE: The purpose of this loan is
(describe separate document by type and date): SHORT-TERM CASE RELATED TO DIRECT DEPOSIT.
SIGNATURES AND SEALS: IN WITNESS
WHEREOF, I HAVE SIGNED MY NAME AND
AFFIXED MY SEAL ON THIS _______________
_______________. BY DOING SO, I AGREE TO
THE TERMS OF THIS NOTE (INCLUDING
THOSE ON PAGE 2). I HAVE RECEIVED A
COPY ON TODAY'S DATE.
Signature for Lender ------------------------------------ (Seal)
XXXXXXX FINANCE COMPANY 00-0000000
---------------------------------------------------- -------------------------------------(Seal)
XXX XXXXXXX
---------------------------------------------------- -------------------------------------(Seal)
-------------------------------------(Seal)
DEFINITIONS: As used on page 1, "X" means the terms that apply to this loan.
"I," "me" or "my" means each Borrower who signs this note and each other person
or legal entity (including guarantors, endorsers and sureties) who agrees to
pay this note (together referred to as "us"). "You" or "your" means the Lender
and its successors and assigns.
APPLICABLE LAW: The law of the state of Georgia will govern this note. Any term
of this note which is contrary to applicable law will not be effective, unless
the law permits you and me to agree to such a variation. If any provision of
this agreement cannot be enforced according to its terms, this fact will not
affect the enforceability of the remainder of this agreement. No modification
of this agreement may be made without your express written consent. Time is of
the essence in this agreement.
PAYMENTS: Each payment I make on this note will first reduce the amount I owe
you for charges which are neither interest nor principal. The remainder of each
payment will then reduce accrued unpaid interest, and then unpaid principal. If
you and I agree to a different application of payments, we will describe our
agreement on this note. I may prepay a part of, or the entire balance of this
loan without penalty, unless we specify to the contrary on this note. Any
partial prepayment will not excuse or reduce any later scheduled payment until
this note is paid in full (unless, when I make the prepayment, you and I agree
in writing to the contrary).
INTEREST: Interest accrues on the principal remaining unpaid from time to time,
until paid in full. If I receive the principal in more than one advance, each
advance will start to earn interest only when I receive the advance. The
interest rate in effect on this note at any given time will apply to the entire
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principal advanced at that time. You and I may provide in this agreement for
accrued interest not paid when due to be added to principal. Notwithstanding
anything to the contrary, I do not agree to pay and you do not intend to charge
any rate of interest that is higher than the maximum rate of interest you could
charge under applicable law for the extension of credit that is agreed to here
(either before or after maturity). If any notice of interest accrual is sent
and is in error, we mutually agree to correct it, and if you actually collect
more interest than allowed by law and this agreement, you agree to refund it to
me.
INDEX RATE: The index will serve only as a device for setting the rate on this
note. You do not guarantee by selecting this index, or the margin, that the
rate on this note will be the same rate you charge on any other loans or class
of loans to me or other borrowers.
ACCRUAL METHOD: The amount of interest that I will pay on this loan will be
calculated using the interest rate and accrual method stated on page 1 of this
note. For the purpose of interest calculation, the accrual method will
determine the number of days in a "year." If no accrual method is stated, then
you may use any reasonable accrual method for calculating interest.
POST MATURITY RATE: For purposes of deciding when the "Post Maturity Rate"
(shown on page 1) applies, the term "maturity" means the date of the last
scheduled payment indicated on page 1 of this note or the date you accelerate
payment on the note, whichever is earlier. SINGLE ADVANCE LOANS: If this is a
single advance loan, you and I expect that you will make only one advance of
principal. However, you may add other amounts to the principal if you make any
payments described in the "PAYMENTS BY LENDER" paragraph below, or if we have
agreed that accrued interest not paid when due may be added to principal.
MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you and I expect
that y will make more than one advance of principal. If this is closed end
credit, repaying a part of the principal will not entitle me to additional
credit.
PAYMENTS BY LENDER: If you are authorized to pay, on my behalf, charges I am
obligated to pay (such as property insurance premiums), then you may treat
those payments made by you as advances and add them to the unpaid principal
under this note, or you may demand immediate payment of the charges.
SET-OFF: I agree that you may set off any amount due and payable under this
note against any right I have to receive money from you.
"Right to receive money from you" means:
(1) any deposit account balance I have with you;
(2) any money owed to me on an item presented to you or in your
possession for collection or exchange; and
(3) any repurchase agreement or other nondeposit obligation.
"Any amount due and payable under this note" means the total amount of
which you are entitled to demand payment under the terms of this note at the
time you set off. This total includes any balance the due date for which you
properly accelerate under this note.
If my right to receive money from you is also owned by someone who has
not agreed to pay this note, your right of set-off will apply to my interest in
the obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.
You will not be liable for the dishonor of any check when the dishonor
occurs because you set off this debt against any of my accounts. I agree to
hold you harmless from any such claims arising as a result of your exercise of
your right of set-off.
REAL ESTATE OR RESIDENCE SECURITY: If this note is secured by real estate or a
residence that is personal property, the existence of a default and your
remedies for such a default will be determined by applicable law, by the terms
of any separate instrument creating the security interest and, to the extent not
prohibited by law and not contrary to the terms of the separate security
instrument, by the "Default" and "Remedies" paragraphs herein.
DEFAULT: I will be in default if any one or more of the following occur: (1) I
fail to make a payment on time or in the amount due; (2) I fail to keep the
property insured, if required; (3) I fail to pay, or keep any promises, on any
debt or agreement I have with you; (4) any other creditor of mine attempts to
collect any debt I owe him through court proceedings; (5) I die, am declared
incompetent, make an assignment for the benefit of creditors, or become
insolvent (either because of my liabilities exceed my assets or I am unable to
pay my debts as they become due); (6) I make any written statement or provide
any financial information that is untrue or inaccurate at the time it was
provided; (7) I do or fail to do something which causes you to believe that you
will have difficulty collecting the amount I owe you; (8) any collateral
securing this note is used in a manner or for a purpose which threatens
confiscation by a legal authority; (9) I change my name or assume an additional
name without first notifying you before
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making such a change; (10) I fail to plant, cultivate and harvest crops in due
season; (11) any loan proceeds are used for a purpose that will contribute to
excessive erosion of highly erodible land or to the conversation of wetlands to
produce an agricultural commodity, as further explained in 7 C.F.R. Part 1940,
Subpart G, Exhibit M.
REMEDIES: If I am in default on this note you have, but are not limited to, the
following remedies:
(1) You may demand immediate payment of all I owe you under this
note (principal, accrued unpaid interest and other accrued
charges).
(2) You may set off this debt against any right I have to the
payment of money from you subject to the terms of the
"Set-Off" paragraph herein.
(3) You may demand security, additional security, or additional
parties to be obligated to pay this note as a condition for
not using any other remedy.
(4) You may refuse to make advances to me or allow purchases on
credit by me.
(5) You may use any remedy you have under state or federal law.
By selecting any one or more of these remedies you do not
give up your right to later use any other remedy. By waiving
your right to declare an event to be a default, you do not
waive your right to later consider the event as a default if
it continues or happens again.
COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all costs of collection,
replevin or any other or similar type of cost if I am in default. In addition,
if you hire an attorney to collect this note, I also agree to pay any fee, not
to exceed 15 percent of the principal and interest then owed, you incur with
such attorney plus court costs (except where prohibited by law). To the extent
permitted by the United States Bankruptcy Code, I also agree to pay the
reasonable attorney's fees and costs you incur to collect this debt as awarded
by any court exercising jurisdiction under the Bankruptcy Code.
WAIVER: I give up my rights to require you to do certain thins. I will not
require you to:
(1) demand payment of amounts due (presentment);
(2) obtain official certification of nonpayment (protest);
(3) give notice that amounts due have not been paid (notice of
dishonor); or
(4) give me notice prior to seizure of my personal property when
you are seeking to foreclose a secured interest in any of my
personal property used to secure a commercial transaction.
I waive any defenses I have based on suretyship or impairment of
collateral.
OBLIGATIONS INDEPENDENT: I understand that I must pay this note even if someone
else has also agreed to pay it (by, for example, signing this form or a
separate guarantee or endorsement). You may sue me alone, or anyone else who is
obligated on this note, or any number of us together, to collect this note. You
may do so without any notice that it has not been paid (notice of dishonor).
You may without notice release any party to this agreement without releasing
any other party. If you give up any of your rights, with or without notice, it
will not affect my duty to pay this note. Any extension of new credit to any of
us, or renewal of this note by all or less than all of us will not release me
from my duty to pay it. (Of course you are entitled to only one payment in
full). I agree that you may at your option extend this note or the debt
represented by this note, or any portion of the note or debt, from time to time
without limit or notice and for any term without affecting my liability for
payment of the note. I will not assign my obligation under this agreement
without your prior written approval.
CREDIT INFORMATION: I agree and authorize you to obtain credit information
about me from time to time (for example, by requesting a credit report) and to
report to others your credit experience with me (such as a credit reporting
agency). I agree to provide you, upon request, any financial statement or
information you may deem necessary. I warrant that the financial statements and
information I provide to you are or will be accurate, correct and complete.
NOTICE: Unless otherwise required by law, any notice to me shall be given by
delivering it or by mailing it by first class mail addressed to me at my last
known address. My current address is on page 1. I agree to inform you in
writing of any change in my address. I will give any notice to you by mailing
it first class to your address stated on page 1 of this agreement, or to any
other address that you have designated.
