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CAMILLA BANKING GROUP Loan Number 6510178
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Albany Bank & Trust Date 4/14/03
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94-B EAST OAKLAND AVENUE 0000 Xxxxxxxx Xxxxx Maturity Date 12/10/03
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Albany, GA 31708-1269 Loan Amount $250,200.00
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XXXXXXX, GA 31730-0000 Renewal Of
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BORROWER'S NAME AND ADDRESS XXXXXX'S NAME AND ADDRESS DCG/CRB
"I" includes borrower above, "You" means the lender,
jointly and severally its successors and assigns
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For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of TWO HUNDRED FIFTY
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THOUSAND, TWO HUNDRED AND NO/100 dollars, $ 250,200.00 .
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[ ] SINGLE ADVANCE: I will receive all of this principal sum on . No
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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 4/14/03
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I will receive the amount of $ and future principal advances are
----------
contemplated.
CONDITIONS: The conditions for future advances are: UPON REQUEST
-----------------------
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[ ]OPEN END CREDIT: You and I agree that I may borrow up to the maximum
principal sum more than one time. This feature is subject to all other
conditions and expires on .
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[X]CLOSED END CREDIT: You and I agree that I may borrow (subject to all
other conditions) up to the maximum principal sum only one time.
INTEREST: I agree to pay interest on the outstanding principal balance from
4/14/03 at the rate of 4.250 % per year until PAID IN FULL .
------------- ------------ -----------------
[ ] VARIABLE RATE: This rate may then change as stated below.
[ ] INDEX RATE: The future rate will be the following index
------------
rate: .
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[ ] NO INDEX: The future rate will not be subject to any internal or
external index, it will be entirely in your control.
[ ] FREQUENCY AND TIMING: the rate on this note may change as often as
---------------------------------------------------------------------.
A change in the interest rate will take effect
-------------------.
[ ] LIMITATIONS: During the term of this loan, the applicable annual
interest rate will not be more than % or less
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than %. The rate may not change more than % each
------------ --------
----------------------.
EFFECT OF VARIABLE RATE: A change in the interest rate will have the
following effect on payments:
[ ] The amount of each scheduled [ ] The amount of the final
payment will change. payment will change.
[ ] .
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ACCRUAL METHOD: Interest will be calculated on a(n) ACTUAL/360 basis.
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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 .
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[X] LATE CHARGE: If a payment is made more than 10 days after it is due, I
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agree to pay a late charge of 5% OF PAYMENT AMOUNT .
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[ ] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which [ ] are [ ] are not included in principal amount
above: .
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PAYMENTS: I agree to pay this note as follows:
[X] INTEREST: I agree to pay accrued interest AT MATURITY .
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[X] PRINCIPAL: I agree to pay the principal AT MATURITY .
--------------------------------
[ ] INSTALLMENTS: I agree to pay this note in payments. The first payment
----
will be in the amount of $ and will be due .
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A payment of $ will be due
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thereafter. The final payment of the
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entire unpaid balance of principal and interest
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will be due .
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PURPOSE: The purposes of this loan is FOR WORKING CAPITAL .
-----------------------------------------
ADDITIONAL TERMS:
COLLATERAL SECURING OTHER LOANS WITH YOU SHALL ALSO SECURE THIS LOAN. I
UNDERSTAND THAT EVEN AFTER THIS NOTE HAS BEEN FULLY PAID, YOU MAY RETAIN
ANY SECURITY INTEREST I HAVE GIVEN YOU TO PROTECT YOU FROM MY FAILURE TO
PAY ANY OTHER DEBT I MAY OWE YOU.
SECURITY
SECURITY INTEREST: I give you a security interest in all of the Property
described below that I own or have sufficient rights in which to transfer an
interest, now or in the future, wherever the Property is or will be located, and
all proceeds, and products of the Property. "Property" includes all parts,
accessories, repairs, replacements, improvements, and accessions to the
Property; any original evidence of title or ownership; and all obligations that
support the payment or performance of the Property. "Proceeds" includes
anything acquired upon the sale, lease, license, exchange, or other disposition
of the Property; and rights and claims arising from the Property; and any
collections and distributions on account of the Property.
[ ] ACCOUNTS AND OTHER RIGHTS TO PAYMENT: All rights to payment, whether or
not earned by performances, including, but not limited to, payment for
property or services sold, leased, rented, licensed, or assigned. This
includes any rights and interests (including all liens) which I have by law
or agreement against any account debtor or obligor.
[ ] INVENTORY: All inventory held for ultimate sale or lease, or which has
been or will be supplied under contracts of service, or which are raw
materials, work in process, or materials used or consumed in my business.
[ ] EQUIPMENT: All equipment including, but not limited to, machinery,
vehicles, furniture, fixtures, manufacturing equipment, farm machinery and
equipment, shop equipment, office and record keeping equipment, parts, and
tools. The Property includes any equipment described in a list or schedule
I give to you, but such a list is not necessary to create a valid security
interest in all of my equipment.
[ ] INSTRUMENTS AND CHATTEL PAPER: All instruments, including negotiable
instruments and promissory notes and any other writings or records that
evidence the right to payment of a monetary obligation, and tangible and
electronic chattel paper.
[ ] GENERAL INTANGIBLES: All general intangibles including, but not limited
to, tax refunds, patents and applications for patents, copyrights,
trademarks, trade secrets, goodwill, trade names, customer lists, permits
and franchises, payment intangibles, computer programs and all supporting
information provided in connection with a transaction relating to computer
programs, and the right to use my name.
[ ] DOCUMENTS: All documents of title including, but not limited to, bills of
lading, dock warrants and receipts, and warehouse receipts.
[ ] FARM PRODUCTS AND SUPPLIES: All farm products including, but not limited
to, poultry and livestock and their young, along with their produce,
products, and replacements; all crops, annual or perennial, and all
products of the crops; and all feed, seed, fertilizer, medicines, and other
supplies used or produced in my farming operatives.
[ ] GOVERNMENT PAYMENTS AND PROGRAMS: All payments, accounts, general
intangibles, and benefits including, but not limited to, payments in kind,
deficiency payments, letters of entitlement, warehouse receipts, storage
payments, emergency assistance and diversion payments, production
flexibility contracts, and conversation reserve payments under any
preexisting, current, or future federal or state government program.
[ ] INVESTMENT PROPERTY: All investment property including, but not limited
to, certificate securities, uncertificated securities, securities
entitlements, securities accounts, commodity contracts, commodity accounts,
and financial assets.
[ ] DEPOSIT ACCOUNTS: All deposit accounts including, but not limited to,
demand, time, savings, passbook, and similar accounts.
[X] SPECIFIC PROPERTY DESCRIPTION: The Property includes, but not limited by,
the following:
SEE ATTACHED EXTENSION OF SECURITY AGREEMENT DATED 4/14/03
If applicable, enter real estate description and record owner information:
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The Property will be used for a [ ] personal [X] business [ ] agricultural
[ ] purposes,
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Borrower/Owner State of organization/registration (if applicable)
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ADDITIONAL TERMS OF THE SECURITY AGREEMENT
GENERALLY - This agreement secures this note and any other debt I have with you,
now or later. However, it will not secure other debts if you fail with respect
to such other debts, to make any required disclosure about his security
agreement or if you fail to give any required notice of the right of rescission.
If property described in this agreement is located in another state, this
agreement may also, in some circumstances, be governed by the law of the state
in which the Property is located.
NAME AND LOCATION - My name indicated on page 1 is my exact legal name. If I am
an individual, my address is my principal residence. If I am not an individual,
my address is the location of my chief executive offices or sole place of
business. If I am an entity organized and registered under state law, my
address is located in the state in which I am registered, unless otherwise
indicated on page 2. I will provide verification of registration and location
upon your request. I will provide you with at least 30 days notice prior to any
change in my name, address, or state of organization or registration.
OWNERSHIP AND DUTIES TOWARD PROPERTY - I represent that I own all of the
Property, or to the extent this is a purchase money security interest I will
acquire ownership of the Property with the proceeds of the loan. I will defend
it against any other claim. Your claim to the Property is ahead of the claims
of any other creditor. I agree to do whatever you require to protect your
security interest and to keep your claim in the Property ahead of the claims of
other creditors. I will not do anything to harm your position. I will not use
the Property for a purpose that will violate any laws or subject the Property to
forfeiture or seizure.
I will keep books, records and accounts about the Property and my business in
general. I will let you examine these records at any reasonable time. I will
prepare any report or accounting you request, which deals with the Property.
I will keep the Property in my possession and will keep it in good repair and
use it only for the purpose(s) described on page 1 of this agreement. I will
not change this specified use without your express written permission. I
represent that I am the original owner of the Property and, if I am not, that I
have provided you with a list of prior owners of the Property.
I will keep the Property at my address listed on page 1 of this agreement,
unless we agree I may keep it at another location. If the Property is to be
used in another state, I will give you a list of those states. I will not try
to sell the Property unless it is inventory or I receive your written permission
to do so. If I sell the Property I will have the payment made payable to the
order of you and me.
2
You may demand immediate payment of the debt(s) if the debtor is not a natural
person and without your prior written consent; (1) a beneficial interest in the
debtor is sold or transferred; or (2) there is a change in either the identity
or number of members of a partnership; or (3) there is a change in ownership of
more than 25 percent of the voting stock of a corporation.
I will pay all taxes and charges on the Property as they become due. You have
the right of reasonable access in order to inspect the Property. I immediately
inform you of any loss or damage to the Property.
If I fail to perform any of my duties under this security agreement, or any
mortgage, deed of trust, lien or other security interest, you may without notice
to me perform the duties or cause them to be performed. Your right to perform
for me shall not create an obligation to perform and your failure to perform
will not preclude you from exercising any of your rights under the law or this
security agreement.
PURCHASE MONEY SECURITY INTEREST - For the sole purpose of determining the
extent of a purchase money security interest arising under this security
agreement: (a) payments on any nonpurchase money loan also secured by this
agreement will not be deemed to apply to the Purchase Money Loan, and (b)
payments on the Purchase Money Loan will be deemed to apply first to the
nonpurchase money portion of the loan, if any, and then to the purchase money
obligations in the order in which the items of collateral were acquired or if
acquired at the same time, in the order selected by you. No security interest
will be terminated by application of this formula. "Purchase Money Loan" means
any loan the proceeds of which, in whole or in part, are used to acquire any
collateral security the loan and all extensions, renewals, consolidations and
refinancing of such loan.
PAYMENTS BY LENDER - You are authorized to pay, on my behalf, charges I am or
may become obligated to pay to preserve or protect the secured property (such as
property insurance premiums). You may treat those payments as advances and add
them to the unpaid principal under the note secured by this agreement or you may
demand immediate payment of the amount advanced.
INSURANCE - I agree to buy insurance on the Property against the risks and for
the amounts you require and to furnish you continuing proof of coverage. I will
have the insurance company name you as loan payee on any such policy. You may
require added security if you agree that insurance proceeds may be used to
repair or replace the Property. I will buy insurance from a firm licensed to do
business in the sate where you are located. The firm will be reasonably
acceptable to you. The insurance will last until the Property is released from
this agreement. If I fail to buy or maintain the insurance (or fail to name you
as loss payee) you may purchase it yourself.
WARRANTIES AND REPRESENTATIONS - If this agreement includes accounts, I will
not settle any account for less than its full value without your written
permission. I will collect all accounts until you tell me otherwise. I will
keep the proceeds from all the accounts and any goods which are returned to me
or which I take back in trust for you. I will not mix them with any other
property of mine. I will deliver them to you at your request. If you ask me to
pay you the full price on any returned items or items retaken by myself, I will
do so. You may exercise my rights with respect to obligations of any account
debtors, or other persons obligated on the Property, to pay or perform, and you
may enforce any security interest that secures such obligations.
If this agreement covers inventory, I will not dispose of it except in my
ordinary course of business at the fair market value for the Property, or at a
minimum price established between you and me.
If this agreement covers farm products I will provide you, at your request, a
written list of the buyers, commission merchants or selling agents to or through
whom I may sell my farm products. In addition to those parties named on this
written list, I authorize you to notify at your sole discretion any additional
parties regarding your security interest in my farm products. I remain subject
to all applicable penalties for selling my farm products in violation of my
agreement, with you and the Food Security Act. In this paragraph the terms farm
products, buyers, commission merchants and selling agents have the meanings
given to them in the Federal Food Security Act of 1985.
If this agreement covers chattel paper or instruments, either as original
collateral or proceeds of the Property, I will note your interest on the face of
the chattel paper or instruments.
REMEDIES - I will be in default on this security agreement if I am in default
on any note this agreement secures or if I fail to keep any promise contained in
the terms of this agreement. If I default, you have all of the rights and
remedies provided in the note and under the Uniform Commercial Code. You may
require me to make the secured property available to you at a place which is
reasonably convenient. You may take possession of the secured property and sell
it as provided by law. The proceeds will be applied first to your expenses and
then to the debt. I agree that 10 days written notice sent to my last known
address by first class mail will be reasonable notice under the Uniform
Commercial Code. My current address is on page 1.
PERFECTION OF SECURITY INTEREST - I authorize you to file a financing statement
coveting the Property. I will comply with, facilitate, and otherwise assist you
in connection with obtaining possession of or control over the Property for
purposes of perfecting your security interest under the Uniform Commercial Code.
ADDITIONAL TERMS OF THE NOTE
DEFINITIONS - As used on pages 1 and 2, "[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 agreement.
Any term of this agreement 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 pad 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
principal sum outstanding at that time. 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 applied to in this note
(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 interest rate
on this note. You do not guarantee by selecting this index, or the margin, that
the interest rate on this note will be the same rate you charge on any other
loans or class of loans you make to me or other borrowers.
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 on page 2.
MULTIPLE ADVANCE LOANS - If this is a multiple advance loan, you and I expect
that you 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.
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
property 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 to set-off.
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 promise, 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
3
insolvent (either because 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 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 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
conversion 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 of 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 unpaid 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.
(6) You may make use of any remedy given to you in any agreement securing
this note.
By selecting any one or more of these remedies you do not give up your
right to use later any other remedy. By waiving your right to declare an event
to be a default, you do not waive your right to consider later the event 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 costs 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 things. 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 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 assign my obligation under this agreement without your prior
written approval.
FINANCIAL INFORMATION - 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.
SIGNATURES AND SEALS: IN WITNESS WHEREOF, I HAVE SIGNED MY NAME AND AFFIXED MY
SEAL ON THIS 14TH DAY OF APRIL, 2003. BY DOING SO, I AGREE TO THE TERMS OF THIS
NOTE (INCLUDING THOSE ON PAGES 1 AND 2). I HAVE RECEIVED A COPY ON TODAY'S
DATE.
CAMILLA BANKING GROUP
#00-0000000
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------------------------------------- ---------------------------------
(SEAL) (SEAL)
/s/ XXX XXXXXXX XX PARTNER
------------------------------------- ---------------------------------
(SEAL) (SEAL)
/s/ XXXXXXX XXXXX XXXXXXX PARTNER
------------------------------------- ---------------------------------
(SEAL) (SEAL)
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NATURE FOR LENDER:
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4
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CAMILLA BANKING GROUP
Albany Bank & Trust EXTENSION OF SECURITY
94-B EAST OAKLAND AVENUE 0000 Xxxxxxxx Xxxxx XXXXXXXXX XXXXX
XXXXXXX, XX 00000-0000 Xxxxxx, XX 00000-1269 4/14/2003
--------------
DEBTOR'S NAME AND ADDRESS SECURED PARTY'S NAME AND ADDRESS
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For value received, the Debtor hereby grants the Secured Party a security
interest in the following additional collateral:
UNSECURED
SEE PERSONAL GUARANTIES FROM XXXXXXX X. XXXXX XXX, XXXXXX X. XXXXXXXX, XXX
XXXXXXX, XX., XXXXXX XXX XXXXXXX, XXXXXXX X. XXXXXX, XXX XXXXXX, XXXXX XXXXXX
XXXXXXX, XXXXXXX XXXXX XXXXXXX, XXXXXXXX X. XXXXXXX, XXXXXX X. XXXXXX XXX, XXXX
XXXXXX, XXXXXXX X. XXXXXXX, XXX X. XXXXXXXX, AND XXXXXX X. XXXXXXXX DATED
1/07/03.
BY SIGNING BELOW, DEBTOR ACKNOWLEDGES THAT THIS DOCUMENT DESCRIBES ADDITIONAL
COLLATERAL WHICH IS SUBJECT TO ALL TERMS AND CONDITIONS OF THE SECURITY
AGREEMENT, REFERRED TO ABOVE.
AUTHORIZED SIGNATURE(S) OF SECURED PARTY - CAMILLA BANKING GROUP
SIGN BELOW ONLY IF FILING THIS DOCUMENT. #00-0000000
/s/ Xxxxx X. Xxxxxxxxxx Debtor BY: /s/ Xxx Xxxxxxx, Xx.
------------------------------------- ----------------------------------------
XXXXX X. XXXXXXXXXX EVP XXX XXXXXXX, XX. PARTNER (Title)
Debtor BY: /s/ Xxxxxxx Xxxxx Xxxxxxx
------------------------------------- ----------------------------------------
XXXXXXX XXXXX XXXXXXX PARTNER (Title)
Debtor
----------------------------------------
(Title)
5
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CAMILLA BANKING GROUP Loan Number 6510178
---------------------
Albany Bank & Trust Date April 14, 2003
----------------------------
94-B EAST OAKLAND AVENUE 0000 Xxxxxxxx Xxxxx Maturity Date December 10, 2003
-------------------
Albany, GA 31708-1269 Loan Amount $250,200.00
---------------------
XXXXXXX, GA 31730-0000 Renewal Of
----------------------
BORROWER'S NAME AND ADDRESS XXXXXX'S NAME AND ADDRESS
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AMOUNT FINANCED
ITEMIZATION
"Me" and "My" refer to each borrower above.
Amount given to me directly $ 7,500.00
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Amount paid on my (loan) account) $
-------------------------------------
--------------------------------------- $
$
AMOUNTS PAID TO OTHERS ON MY BEHALF: $
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Insurance Companies $
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Public Officials $
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P/O AB&T LOAN #6509692 $ 50,200.00
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LOC TO DRAW $ 192,300.00
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ORIGINATION-AB&T $ 200.00
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$
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$
--------------------------------------- -------------------------------------
$
--------------------------------------- -------------------------------------
$
--------------------------------------- -------------------------------------
$
--------------------------------------- -------------------------------------
$
--------------------------------------- -------------------------------------
$
--------------------------------------- -------------------------------------
$
--------------------------------------- -------------------------------------
$
--------------------------------------- -------------------------------------
$
--------------------------------------- -------------------------------------
$
--------------------------------------- -------------------------------------
$
--------------------------------------- -------------------------------------
$
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(less) PREPAID FINANCE CHARGE(S) $ 200.00
-------------------------------------
AMOUNT FINANCED $ 250,000.00
-------------------------------------
(Add all items financed and subtract prepaid finance charges.)
BY SIGNING BELOW - I ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE ON THE
DATE INDICATED ABOVE.
XXX XXXXXXX, XX., PARTNER x XXXXXXX XXXXX XXXXXXX, PARTNER
------------------------- ---------------------------------------------------
XXXXXXX XXXXXXX GROUP
FORM OF GUARANTY
----------------------,-------------
(City) (State)
--------------------------------
(Date)
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and to induce (herein, with its
------------------
participants, successors and assigns, called "Lender"), at its option, at any
time or from time to time to make loans or extend other accommodations to or for
the account of (herein called "Borrower")
----------------------------------------
or to engage in any other transactions with Borrower, the Undersigned hereby
absolutely and unconditionally guarantees to Lender the full and prompt payment
when due, whether at maturity or earlier by reason of acceleration or otherwise,
of the debts, liabilities and obligations described as follows:
A. If this [ ] is checked, the Undersigned guarantees to Lender the payment
and performance of the debt, liability or obligation of Borrower to Lender
evidenced by or arising out of the following: and
--------------------------
any extensions, renewals or replacements thereof (hereinafter referred to
as the "Indebtedness").
B. If this [ ] is checked, the Undersigned guarantees to Lender the payment
and performance of each and every debt, liability and obligation of every
type and description which Borrower may now or at any time hereafter owe to
Lender (whether such debt, liability or obligation now exists or is
hereafter created or incurred, and whether it is or may be direct or
indirect, due or to become due, absolute or contingent, primary or
secondary, liquidated or unliquidated, or joint, several, or joint and
several; all such debts, liabilities and obligations being hereinafter
collectively referred to as the "Indebtedness"). Without limitation, this
guaranty includes the following described debt(s):
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The term "Indebtedness" as used in this guaranty shall not include any
obligations entered into between Borrower and Lender after the date hereof
(including any extensions, renewals or replacements of such obligations) for
which Borrower meets the Lender's standard of creditworthiness based on
Borrower's own assets and income without the addition of a guaranty, or for
which a guaranty is required but Borrower chooses someone other than the joint
Undersigned to guaranty the obligation.
The Undersigned further acknowledges and agrees with Xxxxxx that:
1. No act or thing Need occur to establish the liability of the
Undersigned hereunder, and no act or thing, except full payment and discharge of
all indebtedness, shall in any way exonerate the Undersigned or modify, reduce,
limit or release the liability of the Undersigned hereunder.
2. This is an absolute, unconditional and continuing guaranty of payment
of the Indebtedness and shall continue to be in force and be binding upon. the
Undersigned, whether or not all Indebtedness is paid in full, until this
guaranty is revoked by written notice actually received by the Lender, and such
revocation shall not be effective as to Indebtedness existing or committed for
at the time of actual receipt of such notice by the Lender, or as to any
renewals, extensions and refinancings thereof. If there be more than one
Undersigned, such revocation shall be effective only as to the one so revoking.
The death or incompetence of the Undersigned shall not revoke this guaranty,
except upon actual receipt of written notice thereof by Xxxxxx and then only as
to the decedent or the incompetent and only prospectively, as to future
transactions, as herein set forth.
3. If the Undersigned shall be dissolved, shall die, or shall be or become
insolvent (however defined) or revoke this guaranty, then the Lender shall have
the right to declare immediately due and payable, and the Undersigned will
forthwith pay to the Lender, the full amount of all Indebtedness, whether due
and payable or unmatured. If the Undersigned voluntarily commences or there is
commenced involuntarily against the Undersigned a case under the United States
Bankruptcy Code, the full amount of all Indebtedness, whether due and payable or
unmatured, shall be immediately due and payable without demand or notice
thereof.
4. The liability of the Undersigned hereunder shall be limited to a
principal amount of $ (if unlimited or if no amount is stated, the
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Undersigned shall be liable for all Indebtedness, without any limitation as to
amount), plus accrued interest thereon and all attorneys' fees, collection costs
and enforcement expenses referable thereto. Indebtedness may be created and
continued in any amount, whether or not in excess of such principal amount,
without affecting or impairing the liability of the Undersigned-hereunder. The
Lender may apply any sums received by or available to Lender on account of the
Indebtedness from Borrower or any other person (except the Undersigned), from
their properties, out of any collateral security or from any other source to
payment of the excess. Such application of receipts shall not reduce, affect or
impair the liability of the Undersigned hereunder. If the liability of the
Undersigned is limited to a stated amount pursuant to this paragraph 4, any
payment made by the Undersigned under this guaranty shall be effective to reduce
or discharge such liability only if accompanied by a written transmittal
document, received by the Lender, advising the Lender that such payment is made
under this guaranty for such purpose.
5. The Undersigned will pay or reimburse Lender for all costs and expenses
(including reasonable attorneys' fees and legal expenses) incurred by Lender in
connection with the protection, defense or enforcement of this guaranty in any
litigation or bankruptcy or insolvency proceedings.
THIS GUARANTY INCLUDES THE ADDITIONAL PROVISIONS ON PAGE 2, ALL OF WHICH ARE
MADE A PART HEREOF.
This guaranty is [ ] unsecured; [ ] secured by a mortgage or security
Agreement dated
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[ ] secured by
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IN WITNESS WHEREOF, this guaranty has been duly executed by the Undersigned
the day and year first above written.
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ADDITIONAL PROVISIONS
6. Whether or not any existing relationship between the Undersigned and
Borrower has been changed or ended and whether or not this guaranty has been
revoked, Lender may, but shall not be obligated to, enter into transactions
resulting in the creation or continuance of Indebtedness, without any consent or
approval by the Undersigned and without any notice to the Undersigned. The
liability of the Undersigned shall not be affected or impaired by any of the
following acts or things (which Lender is expressly authorized to do, omit or
suffer from time to time, both before and after revocation of this guaranty,
without notice to or approval by the Undersigned): (i) any acceptance of
collateral security, guarantors, accommodation parties or sureties for any or
all Indebtedness; (ii) any one or more extensions or renewals of Indebtedness
(whether or not for longer than the original period) or any modification of the
interest rates, maturities or other contractual terms applicable to any
Indebtedness; (iii) any waiver, adjustment, forbearance, compromise or
indulgence granted to Borrower, any delay or lack of diligence in the
enforcement of Indebtedness, or any failure to institute proceedings, file a
claim, give any required notices or otherwise protect any Indebtedness; (iv) any
full or partial release of, settlement with, or agreement not to sue, Borrower
or any other guarantor or other person liable in respect of any Indebtedness;
(v) any discharge of any evidence of Indebtedness or the acceptance of any
instrument in renewal thereof or substitution therefor; (vi) any failure to
obtain collateral security (including rights of setoff) for Indebtedness, or to
see to the proper or sufficient creation and perfection thereof, or to establish
the priority thereof, or to protect, insure, or enforce any collateral security;
or any release, modification, substitution, discharge, impairment,
deterioration, waste, or loss of any collateral security; (vii) any foreclosure
or enforcement of any collateral security; (viii) any transfer of any
Indebtedness or any evidence thereof; (ix) any order of application of any
payments or credits upon Indebtedness; (x) any election by the Lender under Sec.
1111(b)(2) of the United States Bankruptcy Code.
7. The Undersigned waives any and all defenses, claims and discharges of
Borrower, or any other obligor, pertaining to Indebtedness, except the defense
of discharge by payment in full. Without limiting the generality of the
foregoing, the Undersigned will not assert, plead or enforce against Lender any
defense of waiver, release, statute of limitations, res judicata, statute of
frauds, fraud, incapacity, minority, usury, illegality or unenforceability which
may be available to Borrower or any other person liable in respect of any
Indebtedness, or any setoff available against Lender to Borrower or any such
other person, whether or not on account of a related transaction. The
Undersigned expressly agrees that the Undersigned shall be and remain liable, to
the fullest extent permitted by applicable law, for any deficiency remaining
after foreclosure of any mortgage or security interest securing Indebtedness,
whether or not the liability of Borrower or any other obligor for such
deficiency is discharged pursuant to statute or judicial decision. The
undersigned shall remain obligated,, to the fullest extent permitted by law, to
pay such amounts as though the Borrower's obligations had not been discharged.
8. The Undersigned further agrees that the Undersigned shall be and remain
obligated to pay Indebtedness even though any other person obligated to pay.
Indebtedness, including,. Borrower, has such obligation discharged in bankruptcy
or otherwise discharged by law. "Indebtedness" shall include post-bankruptcy
petition interest and attorneys' fees and any other amounts which Borrower is
discharged from paying or which do not otherwise accrue to Indebtedness due to.
Borrower's discharge, and the Undersigned shall remain obligated to pay such
amounts, as' though Borrower's obligations had not been discharged.
9. If any payment applied by Lender to Indebtedness is thereafter set
aside, recovered, rescinded or required to be returned for any reason
(including, without limitation, the bankruptcy, insolvency or reorganization of
Borrower or any other obligor), the Indebtedness to which such payment was
applied shall for the purposes of this guaranty be deemed to have continued in
existence, notwithstanding such application, and this guaranty shall be
enforceable as to such Indebtedness as fully as if such application had never
been made.
10. The Undersigned waives any claim, remedy or other right which the
Undersigned may now have or hereafter acquire against Borrower or any other
person obligated to pay Indebtedness arising out of the creation or performance
of the Undersigned's obligation under this guaranty, including, without
limitation, any right of subrogation, contribution reimbursement,
indemnification, exoneration, and any right to participate in any claim or
remedy the Undersigned may have against the Borrower, collateral, or other party
obligated for Xxxxxxxx's debts, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law.
11. The Undersigned waives presentment, demand for payment, notice of
dishonor or nonpayment, and protest of any instrument evidencing Indebtedness.
Lender shall not be required first to resort for payment of the Indebtedness to
Borrower or other persons or their properties, or first to enforce, realize upon
or exhaust any collateral security for Indebtedness; before enforcing this
guaranty, ,
12. The liability of the Undersigned under this guaranty is in addition to
and shall be cumulative with all other liabilities of the Undersigned to Lender
as guarantor or otherwise, without any limitation as to amount, unless the
instrument or agreement evidencing or creating such other liability specifically
provides to the contrary.
13. This guaranty shall be enforceable against each person signing this
guaranty, even if only one person signs and regardless of any failure of other
persons to sign this guaranty. If there be more than one signer, all agreements
and promises herein shall be construed to be, and are hereby declared to be,
joint and several in each of every particular and shall be fully binding upon
and enforceable against either, any or all the Undersigned. This guaranty shall
be effective upon delivery to Lender, without further act, condition or
acceptance by Lender, shall be binding upon the Undersigned and the heirs,
representatives, successors and assigns of the Undersigned and shall inure to
the benefit of Lender and its participants, successors and assigns. Any
invalidity or unenforceability of any provision or application of this guaranty
shall not affect other lawful provisions and application hereof, and to this end
the provisions of this guaranty are declared to be severable. Except as
authorized by the terms herein, this guaranty may not be waived, modified,
amended, terminated, released or otherwise changed except by a writing signed by
the Undersigned and Lender. This guaranty shall be governed by the laws of the
State in which it is executed. The Undersigned waives notice of Xxxxxx's
acceptance hereof.
