Exhibit No. 3.1
PROMISSORY NOTE
---------------
$ ______________ Roanoke, Virginia Date: __________, 199__
FOR VALUE RECEIVED, Genesis Financial Group, Inc., a Virginia corporation,
promises to pay, without offset, to the order of
___________________________________________ ("Payee") the principal sum of
____________ Dollars ($___________________) together with interest on the unpaid
balance from time to time remaining at the annual rate of eighteen percent
(18%). Principal and interest shall be due and payable in equal monthly
installments, commencing ____________, 199__ and on the first day of each month
thereafter until _______________, _____, when the entire aggregate principal
amount and accrued but unpaid interest shall be due and payable.
Interest shall accrue on a 30/360 day basis. Each payment shall be applied
first to interest then accrued, and the balance shall be credited to principal.
Principal and interest are payable at such place as the holder hereof may
designate in writing.
If any payment herein provided for is not made within ten (10) days of the
date when due, then before having recourse with respect to such nonpayment, the
holder hereof shall give notice to the maker hereof of such nonpayment, and if
the delinquent payment specified in such notice is not made within thirty (30)
days of the effective date of such notice then the entire, unpaid principal sum
evidenced by this note and all accrued, but unpaid interest shall at the option
of the holder become immediately due and payable. No failure of the holder to
exercise the right of accelerating the maturity of this indebtedness and no
indulgence or forbearance granted from time to time shall be construed as a
waiver of such right of acceleration or estop the holder from exercising such
right at any time.
Any notice required or desired to be given hereunder shall be in writing
and shall be delivered by hand, or by U. S. certified mail and shall be properly
addressed with sufficient postage delivery charge prepaid as follows:
If to maker: Genesis Financial Group, Inc.
c/o Xxxxxxx X. Xxxxx
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
If to holder: ________________________________
________________________________
________________________________
Any such notice shall be effective when actually received by the party to whom
addressed. Either party may change its effective
address by notice to that effect to the other party.
Notwithstanding any other provision of this note to the contrary, the holder
hereof or his assignee or transferee or any other person from time to time
entitled to receive payment hereunder, as the case may be, shall look solely to
the assets of the maker of this note, both real and personal, in satisfaction of
each and every obligation hereunder; in no event shall the officers or directors
of maker have personal liability with respect to this obligation or any other
obligation of maker.
The maker and endorsers, guarantors and others from time to time obligated
hereunder hereby severally waive and renounce the benefit of homestead and all
other exemption rights as against this indebtedness or any renewal or extension
hereof; and further waive demand, protest, notice of protest, presentment for
payment, notice of dishonor and all defenses on the ground of extension of time
for payment hereof.
The maker hereof reserves the right to prepay the indebtedness evidenced
hereby, in whole or in part, at any time or from time to time without penalty.
Notwithstanding anything herein to the contrary, this Note shall be subject
to the terms and conditions set forth in that certain Indenture issued to the
Payee hereof to which Indenture reference is hereby made for a more detailed
explanation of the additional obligations and responsibilities of the maker
hereof and the additional rights of the holder.
This note shall be governed and construed in all respects and enforced
according to the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the undersigned has caused this note to be executed as
of the day and year first above set forth.
Genesis Financial Group, Inc.,
a Virginia Corporation
By: ________________________________
Its: _______________________________
