UNITED TRUST GROUP, INC.
0000 X 0XX XX
XXXXXXXXXXX, XX 00000
XXXXXXXX'S NAME AND ADDRESS
"I" includes each borrower above, jointly and severally.
FIRST NATIONAL BANK OF THE CUMBERLANDS
West main office
0000 Xxxx Xxxx Xxxxxx XX Xxx 000
Xxxxxxxxxx, XX 00000
XXXXXX'S NAME AND ADDRESS
"You" means the lender, its successors and assigns.
Loan Number 203102286 / 00001
Date 11/15/2001
Maturity Date 11/15/2002
Loan Amount $ 3300000. 00
Renewal Of _____________________
For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of
**THREE MILLION THREE HUNDRED THOUSAND DOLLARS AND ZERO** **CENTS** Dollars
$ 3300000.00
____Single Advance: I will receive all of this principal sum on N/A. 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 11/15/2001 I will receive the
amount of $ 0.00 and future principal advances are contemplated.
Conditions: The conditions for future advances are a. Only upon such terms
and under such conditions as you may deem appropriate at the time each advance
is requested.
__X__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 11/15/2002.
_____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
11/15/2001 at the rate of 5.000% per year until the interest
rate as provided for in this note.
__X__Variable Rate: This rate may then change as stated below.
__X__Index Rate: The future rate will be EQUAL TO the following index rate:
THE LOWEST OF THE U.S. PRIME RATES AS PUBLISHED IN THE MONEY SECTION OF THE
WALL STREET JOURNAL
_____No Index: The future rate will not be subject to 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
MONTHLY.
A change in the interest rate will take effect 1ST DAY OF THE MONTH FOLLOWING
CHANGE.
_____Limitations: During the term of this loan, the applicable annual interest
rate will not be more than N/A % or less than N/A %. The rate may
not change more than N/A % each N/A.
Effect of Variable Rate: A change in the interest rate will have the following
effect on the payments:
__X__The amount of each scheduled payment will change. ____The amount of the
final payment will change.
_____ N/A
ACCRUAL METHOD: Interest will be calculated on a ACT/ACT 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 N/A.
__X__LATE CHARGE: If a payment is made more than 15 days after it is due,
I agree to pay a late charge of 5% OF THE PAYMENT.
_____ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which ___are ___are not included in the principal amount above:
N/A
PAYMENTS: I agree to pay this note as follows:
__X__Interest: I agree to pay accrued interest 2 SEMIANNUALLY Interest
payment (s) on amount advanced beginning May 15, 2002.
__X__Principal: I agree to pay the principal November 15, 2002.
_____Installments: I agree to pay this note in ______ payments. The first
payment will be in the amount of $_________ and will be due ___________________.
A payment of $ ___________will be due__________________ thereafter. The final
payment of the entire unpaid balance of principal and interest will be
due______________________.
_____Unpaid Interest: Any accrued interest not paid when due (whether due by
reason of a schedule of payments or due because of Xxxxxx's 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.
PURPOSE: The purpose of this loan is REPURCHASE STOCK
ADDITIONAL TERMS: This loan has a demand feature, however, if no demand is made,
the loan is payable according to the terms specified under "Payments" above.
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; any 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 performance, 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,
all 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 operations.
____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 conservation reserve payments under any preexisting, current, or
future federal or state government program.
___Investment Property: All investment property including, but not limited to,
certificated 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.
___Specific Property Description: The Property includes, but is not limited by,
the following: N/A
If this agreement covers timber to be cut, enter real estate description and
record owner information: N/A
The Property will be used for a ___personal ______business _____ agricultural
N/A purpose.
Borrower/Owner State of organization/registration (if applicable)
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 this 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. 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
will 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 other 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 securing 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 loss 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 state 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.
Any person who signs within this box does so to give you a security interest in
the Property described on this page. This person does not promise to pay the
note. "I" as used in this security agreement will include the borrower and any
person who signs within this box. Date: _____________________________
Signed:__________________________________________
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 covering 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 Tennessee 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 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
principal sum outstanding 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 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, 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 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
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 to set-off.
DEFAULT - I will be in default if any 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
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 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 if I am a producer of crops; (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 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 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 cost if I am in default. In
addition, if you hire an attorney to collect this note, I also agree to pay any
fee 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); or
(3) give notice that amounts due have not been paid (notice of dishonor). I
waive any defenses I have based on suretyship of 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 not 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: I AGREE TO THE TERMS OF THIS AGREEMENT (INCLUDING THOSE ON PAGES
1 AND 2). I have received a copy on today's date.
---------------------------------------
United Trust Group, Inc.
00-0000000
By /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
PRESIDENT
By /s/ Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
SECRETARY
SIGNATURE FOR LENDER:_____________________________________________________
