Exhibit 10.28
PROMISSORY NOTE
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Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials
$32,150.00 05-20-1999 05-20-2002 RNRF3126 RNRF3126 07672
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References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
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Borrower: DISPLAY ARTS INC. (TIN: 000000000)
0000 XXX XXXX XXXX
XXXXXXXXX, XX 00000
Lender: First American National Bank
Plus Park
Fourth and Union
First American Center
Nashville, TN 37237-4502
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Principal Amount: $32,150.00 Interest Rate: 9.500% Date of Note: May 20, 1999
PROMISE TO PAY: DISPLAY ARTS INC. ("Borrower") promises to pay to First American
National Bank ("Lender"), or order, in lawful money of the United States of
America, the principal amount of Thirty Two Thousand One Hundred Fifty & 00/100
Dollars ($32,150.00), together with interest at the rate of 9.500% per annum on
the unpaid principal balance from May 20, 1999, until paid in full.
PAYMENT. Borrower will pay this loan in 36 payments of $1,032.27 each payment.
Xxxxxxxx's first payment is due June 20, 1999, and all subsequent payments are
due on the same day of each month after that. Xxxxxxxx's final payment will be
due on May 20,2002, and will be for all principal and all accrued interest not
yet paid. Payments include principal and interest. The annual interest rate for
this Note is computed on a 365/360 basis; that is, by applying the ratio of the
annual interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding. Borrower will pay Lender at Xxxxxx's address shown above or at
such other place as Lender may designate in writing. Unless otherwise agreed or
required by applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs and late charges.
PREPAYMENT. Xxxxxxxx agrees that all loan fees and other prepaid finance charges
are earned fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of default), except as
otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Xxxxxx in writing, relieve Xxxxxxxx of
Xxxxxxxx's obligation to continue to make payments under the payment schedule.
Rather, they will reduce the principal balance due and may result on Borrower
making fewer payments.
LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment.
DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower or on Xxxxxxxx's behalf is false or misleading in any material
respect either now or at the time statement made or furnished. (x) Xxxxxxxx
becomes insolvent, a receiver is appointed for any part of Xxxxxxxx's property,
Xxxxxxxx makes an assignment for the benefit of creditors, or any proceeding is
commenced either by Borrower or against Borrower under any bankruptcy or
insolvency laws. (e) Any creditor tries to take any of Borrowers property on or
in which Xxxxxx has a lien or security interest. This includes a garnishment of
any of Xxxxxxxx's accounts with Xxxxxx. (f) Any guarantor dies or any of the
other events described in this default section occurs with respect to any
guarantor of this Note. (g) A material adverse change occurs in Borrower's
financial condition, or Xxxxxx believes the prospect of payment or performance
of the indebtedness is impaired. (h) Lender in good xxxxx xxxxx itself insecure.
LENDER'S RIGHTS. Upon default, Xxxxxx may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon default, including failure
to pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law, do one or both of the following: (a) increase the interest rate
on this Note to 24.000% per annum, and (b) add any unpaid accrued interest to
principal and such sum will bear interest therefrom until paid at the rate
provided in this Note (including any increased rate), but in no event at an
effective total interest rate on this Note greater than the rate permitted by
applicable law. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Xxxxxxxx also will pay Lender that amount. This includes,
subject to any limits under applicable law, Xxxxxx's attorneys' fees and
Xxxxxx's legal expenses whether or not here is a lawsuit, including attorneys'
fees and legal expenses for bankruptcy proceedings (including efforts to modify
or vacate any automatic stay or injunction), appeals, and any anticipated
post-judgement collection services. If not prohibited by applicable law,
Xxxxxxxx also will pay any court costs, in addition to all other sums provided
by law. This Note has been delivered to Lender and accepted by Xxxxxx in the
State of Tennessee. If there is a lawsuit, Xxxxxxxx agrees upon Xxxxxx's request
to submit to the jurisdiction of the courts of Davidson County, the State of
Tennessee. Xxxxxx and Xxxxxxxx hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Xxxxxx or Borrower against
the other. This Note shall be governed by and construed in accordance with the
laws of the state of Tennessee.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $15.00 if Borrower
makes a payment of Xxxxxxxx's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.
LOAN CHARGES. Borrower is obligated to Lender for loan charge(s) equaling in the
aggregate 4% (or such lesser amount as is permitted by applicable law) of that
portion of the principal indebtedness evidenced by this Note that is not derived
from a payment, renewal, or refinancing of a prior indebtedness of Borrower to
Lender or an affiliate of Lender, but such loan charges shall be due and owing
only to the extent of (i) actual closing costs, including reasonable attorney's
fees, and Lender's standard document preparation fees for similar extensions of
credit, incurred in connection with this Note and with any extensions, renewals,
and refinancing hereof; and (ii) Lender's then-standard prepayment fee, in the
event this Note or any extension, renewal, or refinancing is prepaid in whole
or in part. Subject to the foregoing limits, Xxxxxxxx's obligations under this
paragraph shall survive the full payment or satisfaction of this Note by means
of any subsequent extensions of credit from Lender. The Loan charges described
and limited in this paragraph shall not include filing and recording fees and
taxes, costs of collection, delinquency charges, and any credit-related
insurance otherwise required in connection herewith..
RELATED DOCUMENTS. The words "Related Documents", as used herein, shall mean and
include, without limitation, all promissory notes, credit agreements, loan
agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, and all other instruments, agreements and documents,
whether now or hereafter existing, executed in connection with this Note or the
indebtedness evidences thereby, or in connection with any other indebtedness or
obligation of Borrower to Lender.
ADDITIONAL DEFAULT PROVISIONS. The following are hereby added as additional
events of default: (i) any representatives or statement made or furnished to
Lender by Borrower or on Borrower's behalf that is incorrect in any material
respect either now or at the time made or furnished, (ii) any default under a
Related Document, as defined herein. (iii) Any Borrower, endorser, or surety
dies. (iv) Borrower fails to provide timely financial information to Lender when
requested, but in no event less frequently than annually.
ENTIRE AGREEMENT. This Note together with any Related Documents represents the
entire agreement between Borrower and Lender concerning the subject matter and
all prior oral discussions and agreements are merged herein.
SETOFF RIGHTS. In the event of a default under this Note, Lender shall have a
right of setoff against any and all present and future accounts of Borrower held
at Lender, including without limitation joint accounts, to the full extent of
any amount owing by Borrower to Lender.
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Xxxxxx's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loam without the consent of or
notice to anyone other than the party with whom the modification is made.
