EXHIBIT 10.4
FORM OF
EVIDENCE OF INDEBTEDNESS
PRINCIPAL AMOUNT: $2,965,127 DATE: AUGUST 31, 2002
This agreement has been delivered as evidence of indebtedness of Sercap
Holdings, LLC to Xxx X. Xxxxxxx, for accrued and unpaid interest in the amount
of $2,965,127 owed by the Borrower to Xxxxxxx under a promissory note dated
January 23, 1998, and a promissory note dated January 1, 1999. This Evidence of
Indebtedness is not intended to constitute payment of such accrued and unpaid
interest.
FOR VALUE RECEIVED, the undersigned hereby promise to pay to the order of Xxx X.
Xxxxxxx
The sum of $ 2,965,127, together with interest thereon at the rate of 8% per
annum on the unpaid balance. Said sum shall be paid in the following manner:
Interest shall be paid quarterly. Principal payments will begin December
2004 and continue annually until paid in full. Principal payment shall be
$ 500,000 or 25% of Free Cash Flow, which ever is greater. Free Cash Flow
is defined as net income after tax plus non-cash items minus working
capital.
All payments shall be first applied to interest and the balance to principal.
This note may be prepaid, at any time, in whole or in part without penalty. All
parties liable for the payment of this Note agree to pay the holder reasonable
attorney's fees for services of counsel employed to collect this Note.
The Borrower hereby (a) waives demand, presentment of payment, notice of
nonpayment, protest, notice of protest and all other notice, filing of suit, and
diligence in collecting this note; (b) agrees that the Holder shall not be
required first to institute any suit, or to exhaust its remedies against the
Borrower or any other person or party to become liable hereunder, or against any
collateral in order to enforce payment of this Note; (c) consents to any
extension, rearrangement, renewal or postponement of time of payment of this
Note and to any other indulgence with respect hereto without notice, consent or
consideration; and (d) agrees that notwithstanding the occurrence of any of the
foregoing, except with the express written release by the Holder, the Borrower
shall be and remain directly and primarily liable for all sums due under this
Note.
This Note shall be construed and enforced in accordance with the laws of the
State of Georgia.
SERCAP HOLDINGS, LLC
By: /s/ Xxxxxxxx Xxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxx
Title: CEO
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