EXHIBIT 10(Z)
CROWN XXXXXXXX INC.
25
Borrower: XXXXXXXX 2000 INC
----------------------------------------------------------------------
Account Number: 954-0502843 Note Number: 00001
------------------- --------------------
Address: 306 DIVIDEND DR NEWNAN , Georgia
------------------------ ------------------------
PEACHTREE CITY, GA 30269 Date: AUGUST 27, 2001
------------------------ BB&T ---------------------------
PROMISSORY NOTE
THE UNDERSIGNED REPRESENTS THAT THE LOAN EVIDENCED HEREBY IS BEING OBTAINED FOR
BUSINESS/COMMERCIAL OR AGRICULTURAL PURPOSES. For value received, the
undersigned, jointly and severally, if more than one, promises to pay to BRANCH
BANKING AND TRUST COMPANY, a North Carolina banking corporation (the "Bank"), or
order, at any of Bank's offices in the above referenced city (or such other
place or places that may be hereafter designated by Bank), the sum of
FIVE HUNDRED THOUSAND DOLLARS & 00/100
--------------------------------------------------------------------------------
Dollars ($ 500,000.00 ), in immediately
-------------------------------- ----------------------
available coin or currency of the United States of America. [_] Borrower shall
pay a prepayment penalty as set forth in the Prepayment Penalty Addendum
attached hereto.
Interest shall accrue from the date hereof on the unpaid balance outstanding
from time to time at the:
[_] Fixed rate of _______% per annum,
[X] Variable rate of the Bank's Prime Rate Plus 0.75 % per annum to be adjusted
----
Daily as the Bank's Prime Rate changes. If checked here [_], the
---------
interest rate will not exceed a(n) [_] fixed [_] average maximum rate of
_______% or a [_] floating maximum rate of the greater of _______% or the
Bank's Prime Rate; and the interest rate will not decrease below a fixed
minimum rate of _______%. If an average maximum rate is specified, a
determination of any required reimbursement of interest by Bank will be
made: [_] when Note is repaid in full by Borrower [_] annually beginning on
___________________.
[_] Fixed rate of _______% per annum through ______________________________
which automatically converts ___________________ on to a variable rate equal
to the Bank's Prime Rate plus ________% per annum which shall be adjusted
_______________________________ as such Prime Rate changes. [_]
[_] ____________________________________________________________________________
Principal and interest is payable as follows
[_] Principal (plus any accrued interest not otherwise scheduled herein)
[_] Principal plus accrued interest ) is due in full at maturity on__________________.
[X] Payable in consecutive Monthly installments of [_] Principal )
-------
[X] Principal and interest ) commencing on SEPTEMBER 27, 2001
--------------------------------------
and continued on the same day of each calendar period thereafter, in 34 equal payments of $10,300,00, with one final
-- ----------
payment of all remaining principal and accrued interest due on JULY 27, 2004.
-------------
[_] ChoiceLine Payment Option: 2% of outstanding balance is payable monthly
commencing on ________________________________ and continuing on the same
day of each calendar period thereafter, with one final payment of all
remaining principal and accrued interest due on ___________________________.
[_] Accrued interest is payable _______________________ commencing on __________
________ and continuing on the same day of each calendar period
thereafter, with one final payment of all remaining interest due on
_________________________________________________.
[_] Bank reserves the right in its sole discretion to adjust the fixed payment
due hereunder _____________________ on __________________________________
and continuing on the same day of each calendar period thereafter, in order
to maintain an amortization period of no more than ________ months from the
date of this Note. Borrower understands the payment may increase if
interest rates increase.
[_] Prior to an event of default, Borrower may borrow, repay, and reborrow
hereunder pursuant to the terms of the Loan Agreement, hereinafter defined.
[_] ___________________________________________________________________________.
[_] Borrower hereby authorizes Bank to automatically debit from its demand,
deposit, or savings account(s) with Bank, any payment(s) due under this
Note on the date(s) due.
In addition, the undersigned promises to pay to Bank, or order, a late fee
in the amount of five percent(5%) of any installment past due for ten (10) or
more days. When any installment payment is past due for fifteen (15) or more
days, subsequent payments shall first be applied to the past due balance. All
interest shall be computed and charged for the actual number of days elapsed on
the basis of a year consisting of three hundred sixty (360) days. In the event
periodic accruals of interest shall exceed any periodic fixed payment amount
described above, the fixed payment amount shall be immediately increased, or
additional supplemental interest payments required on the same periodic basis as
specified above (increased fixed payments or supplemental payments to be
determined in the Bank's sole discretion), in such amounts and at such times as
shall be necessary to pay all accruals of interest for the period and all
accruals of unpaid interest from previous periods. Such adjustments to the fixed
payment amount or supplemental payments shall remain in effect for so long as
the interest accruals shall exceed the original fixed payment amount and shall
be further adjusted upward or downward to reflect changes in the variable
interest rate. In no event shall the fixed payment amount be reduced below the
original fixed payment amount specified above.
This note ("NOTE") is given by the undersigned in connection with the
following agreements (if any) between the undersigned and the Bank:
Security Deed granted in favor of Bank as grantee:
[X] dated AUGUST 27, 2001 in the maximum principal amount of $700,000.00
--------------- ------------
granted by XXXXXXXX 2000 INC, XXXXX XXXXXXXX INC
-----------------------------------------------------------------
[_] dated ____________________ in the maximum principal amount of $_____________
granted by _________________________________________________________________
Page 1 of 4
Security Agreement(s) granting a security interest to Bank:
[_] dated__________________________ given by ___________________________________
____________________________________________________________________________
[_] dated__________________________ given by ___________________________________
____________________________________________________________________________
[_] Securities Account Pledge and Security Agreement dated_____________________,
executed by ________________________________________________________________
[_] Control Agreement(s) dated ___________, covering [_] Deposit Account(s) [_] Investment Property
[_] Letter of Credit Rights [_] Electronic Chattel Paper
[_] Assignment of Certificate of Deposit, Security Agreement, and Power of
Attorney (for Certificated Certificates of Deposit) dated _________________,
executed by ________________________________________________________________
____________________________________________________________________________
[_] Pledge and Security Agreement for Publicly Traded Certificated Securities
dated ___________________________________________________________, executed
by ________________________________________________________________________.
[_] Assignment of Life Insurance Policy as Collateral dated ___________________,
executed by _______________________________________________________________.
[X] Loan Agreement dated AUGUST 27, 2001, executed by Xxxxxxxx and [X]
---------------
Guarantor(s).
[_] ___________________________________________________________________________.
All of the terms, conditions and covenants of the above described agreements
(the "Agreements") are expressly made a part of this Note by reference in the
same manner and with the same effect as if set forth herein at length and any
holder of this Note is entitled to the benefits of and remedies provided in the
Agreements and any other agreements by and between the undersigned and the Bank.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or of any other right on any future occasion. Every
one of the undersigned and every endorser or guarantor of this note regardless
of the time, order or place of signing waives presentment, demand, protest and
notices of every kind and assents to any one or more extensions or postponements
of the time of payment or any other indulgences, to any substitutions, exchanges
or releases of collateral if at any time there be available to the holder
collateral for this note, and to the additions or releases of any other parties
or persons primarily or secondarily liable.
The failure to pay any part of the principal or interest when due on this
Note or to fully perform any covenant, obligation or warranty on this or any
other liability to the Bank by any one or more of the undersigned, by any
affiliate of the undersigned (as defined in 11 USC Section (101)(2)), or by any
guarantor or surety of this Note (said affiliate, guarantor, and surety are
herein called Obligor); or if any financial statement or other representation
made to the Bank by any of the undersigned or any Obligor shall be found to be
materially incorrect or incomplete; or in the event the default pursuant to any
of the Agreements or any other obligation of any of the undersigned or any
Obligor in favor of the Bank; or in the event the Bank demands that the
undersigned secure or provide additional security for its obligations under this
Note and security deemed adequate and sufficient by the Bank is not given when
demanded; or in the event one or more of the undersigned or any Obligor shall
die, terminate its existence, allow the appointment of a receiver for any part
of its property, make an assignment for the benefit of creditors, or where a
proceeding under bankruptcy or insolvency laws is initiated by or against any of
the undersigned or any Obligor; or in the event the Bank should otherwise deem
itself, its security interest, or any collateral unsafe or insecure; or should
the Bank in good faith believe that the prospect of payment or other performance
is impaired; or if there is an attachment, execution, or other judicial seizure
of all or any portion of the Borrower's or any Obligor's assets, including an
action or proceeding to seize any funds on deposit with the Bank, and such
seizure is not discharged within 20 days; or if final judgment for the payment
of money shall be rendered against the Borrower or any Obligor which is not
covered by insurance and shall remain undischarged for a period of 30 days
unless such judgment or execution thereon is effectively stayed; or the
termination of any guaranty agreement given in connection with this Note, then
any one of the same shall be a material default hereunder and this Note and
other debts due the Bank by any one or more of the undersigned shall immediately
become due any payable without notice, at the option of the Bank. From and after
any event of default hereunder, interest shall accrue on the sum of the
principal balance and accrued interest then outstanding at the variable rate
equal to the Bank's Prime Rate plus 5% per annum ("Default Rate"), provided that
such rate shall not exceed at any time the highest rate of interest permitted by
the laws of the State of Georgia; and further provided that such rate shall
apply after judgment. In the event of any default, the then remaining unpaid
principal amount and accrued but unpaid interest then outstanding shall bear
interest at the Default Rate called for hereunder until such principal and
interest have been paid in full. In addition, upon default, the Bank may pursue
its full legal remedies at law of equity, and the balance due hereunder may be
charged against any obligation of the Bank to any party including any Obligor.
Bank shall not be obligated to accept any check, money order, or other payment
instrument marked "payment in full" on any disputed amount due hereunder, and
Bank expressly reserves the right to reject all such payment instruments.
Borrower agrees that tender of its check or other payment instrument so marked
will not satisfy or discharge its obligation under this Note, disputed or
otherwise, even if such check or payment instrument is inadvertently processed
by Bank unless in fact such payment is in fact sufficient to pay the amount due
hereunder.
The term "Prime Rate," if used herein, means the rate of interest per annum
announced by the Bank from time to time and adopted as its Prime Rate, Bank
lends at rates above and below the Prime Rate, and the Prime Rate is one of
several rate indexes employed by the Bank when extending credit. Any change in
the interest rate resulting from a change in the Bank's Prime Rate shall become
effective as of the opening of business on the effective date of the change. If
this Note is placed with an attorney for collection, the undersigned agrees to
pay, in addition to principal and interest, all costs of collection and
reasonable attorneys' fees. All obligations of the undersigned and of any
Obligor shall bind his heirs, executors, administrators, successors, and/or
assigns. Use of the masculine pronoun herein shall include the feminine and the
neuter, and also the plural. If more than one party shall execute this Note, the
term "undersigned" as used herein shall mean all the parties signing this Note
and each of them, and all such parties shall be jointly and severally obligated
hereunder. Wherever possible, each
Page 2 of 4
provision of this Note shall be interpreted in such a manner to be effective and
valid under applicable law, but if any provision of this Note shall be
prohibited by or invalid under such law, such provision shall be ineffective but
only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Note. All of the
undersigned hereby waive all exemptions and homestead laws. The proceeds of the
loan evidenced by this Note may be paid to any or more of the undersigned.
From time to time, at the Bank's option, the maturity date of this Note may
be extended, or this Note may be renewed in whole or in part, or a new note of
different form any be substituted for this Note, or the rate of interest may be
modified, or changes may be made in consideration of loan extentions, and the
holder hereof, from time to time may waive or surrender, either in whole or in
part any rights, guaranties, secured interest or liens, given for the benefit of
the holder in connection with the payment and the securing payment of this Note;
but no such occurrence shall in any manner affect, limit, modify, or otherwise
impair any rights, guaranties or security of the holder not specifically waived,
release, or surrendered in writing, nor shall the undersigned makers, or any
guarantor, endorser, or any person who is or might be liable hereon, either
primarily or contingently, be released from such event. The holder hereof, from
time to time, shall have the unlimited right to release any person who might be
liable hereon, and such release shall not affect or discharge the liability of
any other person who is or might be liable hereon. No waivers and modifications
shall be valid unless in writing and signed by the Bank. The Bank may, at its
option, charge any fees for the modification, renewal, extension, or amendment
of any of the terms of the Note permitted by applicable law. In case of a
conflict between the terms of this Note and the Loan Agreement or Commitment
Letter issued in connection herewith, the priority of controlling terms shall be
first this Note, then the Loan Agreement, and the Commitment Letter. This
Note shall be governed by and construed in accordance with the laws of Georgia
in connection with any foreclosure or enforcement proceeding undertaken in
connection with the Borrower's property situated in Georgia. Time is of the
essence of this instrument.
Xxxxxxxx agrees that the only interest charge is the interest actually stated in
this Note, and that any loan or origination fee shall be deemed charges rather
than interest, which charges are fully earned and non-refundable. It is further
agreed that any late charges are not a charge for the use of money but are
imposed to compensate Bank for some of the administrative services, costs, and
losses associated with any delinquency or default under this Note, and said
charges shall be fully earned and non-refundable when accrued. All other charges
imposed by Bank upon Borrower in connection with this Note and the loan
including without limitation, any commitment fees, loan fees, facility fees,
origination fees, discount points, default and late charges, prepayment fees,
statutory attorney's fees and reimbursements for costs and expenses paid by Bank
to third parties or for damages incurred by Bank are and shall be deemed to be
charges made to compensate Bank for underwriting and administrative services and
costs, other services, and costs or losses incurred and to be incurred by bank
in connection with this Note and the loan shall under no circumstances be deemed
to be charges for the use of money. All such charges shall be fully earned and
non-refundable when due. This paragraph is executed for the purpose of
clarifying the status of charges of the Loan for purpose of O.C.G.A. Sec.7-4-2
(a) and (a)(13).
It is the intention of Bank and Borrower to conform strictly to the usury laws
now or hereafter in effect, and any interest payable hereunder should be subject
to reduction to the amount in excess of the maximum non-usurious amount allowed
under applicable usury laws now or hereafter construed by courts having
jurisdiction over such matters. If the maturity of this Note is accelerated
by reason of any provision of this Note or by reason of voluntary prepayment by
the undersigned, or otherwise, then earned interest may never include more than
the maximum amount permitted by law, computed from the date of each advance of
the loan proceeds hereunder until payment, and any interest in excess of the
maximum amount permitted by law shall be cancelled automatically and, if paid,
shall at the option of Bank, if allowed by a applicable law, either be rebated
to Borrower or credited on the principal amount of this Note, or if all
principal has heretofor been repaid, then the excess shall be rebated to
Borrower.
--------------------------------------------------------------------------------
CREDIT LIFE AND DISABILITY INSURANCE
------------------------------------
Subject to certain underwriting criteria and limitations, INDIVIDUAL BORROWERS
AND ADDITIONAL CO-MAKERS HAVE THE RIGHT TO REQUEST CREDIT LIFE AND DISABILITY
INSURANCE PROTECTION FOR THIS LOAN. One or two Borrowers/Co-makers may be
covered by BB&T Credit Life Insurance, and one Borrower/Co-maker may be covered
by BB&T Credit Disability Insurance. However, the purchase of credit life and
credit disability insurance from the Bank is not a condition of obtaining this
loan.
I, the undersigned, desire the credit insurance with the cost and terms
described below and promise to pay the premium of such insurance coverage. I
understand that I may cancel this credit insurance at any time. I represent
that, to the best of my knowledge, I am in good health and am insurable.
[_] Product 1: Complete the following: [_] Fidelity Security Insurance Company
Flex Plan (Complete separate
application)
CREDIT LIFE INSURANCE Effective Date Term in Mos. Amount Financed Interest Rate Credit Life Premium
[_] Single [_] Level
[_] Joint [_] Decreasing ______________ ___________ $500,000.00 7.50 $
--------------- ------------- -------------------
CREDIT DISABILITY INSURANCE Monthly Benefit Amount Credit Disability Premium
Effective Date and Terms in Mos.
Same as Credit Life Insurance Above
___________________________________ $___________________________ $_______________________________
Credit Disability Insurance is subject to a 14-day elimination period and a 60-
month maximum benefit period. Only the Borrower or Co-Maker who signs the first
line under "Signature(s) of Insured" is covered by Credit Disability Insurance.
Date of Birth Signature(s) of Insured Total Credit life and Disability
Insurance Premium
_______________ _____________________________________
Signature of Primary Insured
_______________ _____________________________________ $________________________________
Signature of Secondary Insured
--------------------------------------------------------------------------------
(SIGNATURES ON FOLLOWING PAGE)
Page 3 of 4
BB&T
PROMISSORY NOTE SIGNATURE PAGE
Borrower: XXXXXXXX 2000 INC
----------------------------------------------------------------------
Account Number: 954-0502843 Note Number: 00001
------------------------ ------------------------
Note Amount: 500,000.00 Date: AUGUST 27, 2001
--------------------------- ------------------------------
Notice of Right to Copy of Appraisal: If a 1-4 family residential dwelling is
------------------------------------
pledged as collateral for this Note, you, the undersigned, have a right to a
copy of the real estate appraisal report used in connection with your
application for credit. If you wish to receive a copy, please notify in
writing the branch office where you applied for credit. You must forward your
request to the Bank no later than 90 days after the date of this Note. In
your request letter, please provide your name, mailing address, appraised
property address, the date of this Note, and the Account and Note Numbers shown
on the front of this Note.
IN WITNESS WHEREOF, the undersigned, on the day and year first written above,
has caused this note to be executed under seal.
If Borrower is a Corporation:
ATTEST: /s/ Xxxxxxx X. Xxxxxx XXXXXXXX 2000 INC
------------------------------- -------------------------------------
XXXXXXX X. XXXXXX NAME OF CORPORATION
Title: SECRETARY By: /s/ Xxxx X. Xxxxx
-------------------------------- -----------------------------
XXXX X. XXXXX
[SEAL] [Affix seal or
insert name of Title: PRESIDENT
corporation in --------------------------
seal to adopt as
seal of Borrower]
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------
XXXXXXX X. XXXXXX
WITNESS:
Xxxx X. Xxxxxxx Title: SECRETARY
-------------------------------------- --------------------------
If Borrower is a Partnership, Limited Liability Company, Limited Liability
Limited Partnership, or Limited Liability Partnership:
WITNESS: _____________________________________
NAME OF PARTNERSHIP, LLC, LLP, OR LLP
____________________________________ By: _____________________________ [SEAL]
GENERAL PARTNER/MANAGER/MEMBER
____________________________________ By: _____________________________ [SEAL]
GENERAL PARTNER/MANAGER/MEMBER
____________________________________ By: _____________________________ [SEAL]
GENERAL PARTNER/MANAGER/MEMBER
If Borrower is an Individual
WITNESS:
____________________________________ _________________________________ [SEAL]
Additional Co-makers
WITNESS:
____________________________________ _________________________________ [SEAL]
____________________________________ _________________________________ [SEAL]
____________________________________ _________________________________ [SEAL]
____________________________________ _________________________________ [SEAL]
Page 4 of 4
Borrower: XXXXXXXX 2000 INC
----------------------------------------------------------------------
Account Number: 954-0502843 Note Number: 00002
-------------------- -----------------------
Address: 306 DIVIDEND DR NEWNAN , Georgia
--------------------------- -------------------------
PEACHTREE CITY, GA 30269 Date: AUGUST 27, 2001
--------------------------- BB&T -----------------------------
PROMISSORY NOTE
THE UNDERSIGNED REPRESENTS THAT THE LOAN EVIDENCED HEREBY IS BEING OBTAINED FOR
BUSINESS/COMMERCIAL OR AGRICULTURAL PURPOSES. For value received, the
undersigned, jointly and severally, if more than one, promises to pay to BRANCH
BANKING AND TRUST COMPANY, a North Carolina banking corporation (the "Bank"), or
order, at any of Bank's offices in the above referenced city for such other
place or places that may be hereafter designated by Bank), the sum of
TWO HUNDRED THOUSAND DOLLARS & 00/100
--------------------------------------------------------------------------------
____________________________ Dollars ($ 200,000.00 ), in immediately
--------------------
available coin or currency of the United States of America. [_] Borrower shall
pay a prepayment penalty as set forth in the Prepayment Penalty Addendum
attached hereto.
Interest shall accrue from the date hereof on the unpaid balance outstanding
from time to time at the:
[_] Fixed rate of _____________% per annum.
[X] Variable rate of the Bank's Prime Rate plus 0.75 % per annum to be adjusted
----
Daily as the Bank's Prime Rate changes. If checked here [_], the interest
-----
rate will not exceed a(n) [_] fixed [_] average maximum rate of ________
% or a [_] floating maximum rate of the greater of ________% or the
Bank's Prime Rate; and the interest rate will not decrease below a fixed
minimum rate of _______%. If an average maximum rate is specified, a
determination of any required reimbursement of interest by Bank will be
made: [_] when Note is repaid in full by Borrower [_] annually beginning on
______________________.
[_] Fixed rate of ________% per annum through _________________________ which
automatically converts on _____________________ to a variable rate equal to
the Bank's Prime Rate plus __________% per annum which shall be adjusted
__________________________________ as such Prime Rate changes.
[_] __________________________________________________________________________.
Principal and interest is payable as follows
[X] Principal (plus any accrued interest not otherwise scheduled herein)
}is due in full at maturity on
FEBRUARY 27, 2002 .
---------------------------
[_] Principal plus accrued interest:
[_] Payable in consecutive _________ installments of [_] Principal
[_] Principal and Interest} commencing on ______
_______________________ and contining on the same day of each calendar
period thereafter, in _______ equal payments of $ __________, with one
final all remaining principal and accrued interest due on
___________________________.
[_] ChoiceLine Payment Option: 2% of outstanding balance is payable monthly
commencing on __________________________________________ and continuing on
the same day of each calendar period thereafter, with one final payment of
payment of all remaining principal and accrued interest due on
_________________________ __________________.
[X] Accrued interest is payable Monthly commencing on SEPTEMBER 27, 2001 and
------- ------------------
continuing on the same day of each calendar period thereafter, with one
final payment of all remaining interest due on FEBRUARY 27, 2002 .
-----------------
[_] Bank reserves the right in its sole discretion to adjust the fixed payment
due hereunder _______________________ on __________________________ and
continuing on the same day of each calendar period thereafter, in order
to mountain an amortization period of no more than ________ months from the
date of this Note. Borrower understands the payment may increase if
interest rates increase.
[X] Prior to an event of default, Borrower may borrow, repay and hereunder
pursuant to the terms of the Loan Agreement, hereinafter defined.
[_] ___________________________________________________________________________
[_] Borrower hereby authorizes Bank to automatically debit from its demand,
deposit, or savings account(s) with Bank, any payment(s) due under this
Note on the date(s) due.
In addition, the undersigned promises to pay to Bank, or order, a late fee
in the amount of five percent (5%) of any installment past due for ten (10) or
more days. When any installment payment is past due for fifteen (15) or more
days, subsequent payments shall first be applied to the past due balance. All
interest shall be computed and charged for the actual number of days elapsed on
the basis of a year consisting of three hundred sixty (360) days. In the
event periodic accruals of interest shall exceed any periodic fixed payment
amount described above, the fixed payment amount shall be immediately increased,
or additional supplemental interest payments required on the same periodic
basis as specified above (increased fixed payments or supplemental payments to
be determined in the Bank's sole discretion), in such amounts and at such
times as shall be necessary to pay all accruals of interest for the period and
all accruals of unpaid interest from previous periods. Such adjustments to the
fixed payment amount or supplemental payments shall remain in effect for so long
as the interest accruals shall exceed the original fixed payment amount and
shall be further adjusted upward or downward to reflect changes in the variable
interest rate. In no event shall the fixed payment amount be reduced below the
original fixed payment amount specified above.
This note ("NOTE) is given by the undersigned in connection with the
following agreements (if any) between the undersigned and the Bank:
Security Deed granted in favor of Bank as grantee:
[X] dated AUGUST 27, 2001 in the maximum principal amount of $700,000.00
--------------- -----------------
granted by XXXXXXXX 2000 INC, XXXXX XXXXXXXX INC
----------------------------------------------------------------
[_] dated ______________________ in the maximum principal amount of $__________
_________________ granted by ___________________________________
Security Agreement(s) granting a security interest to Bank:
[_] dated _________________ given by __________________________________________
__________________________________________________________________________
[_] dated _________________ given by __________________________________________
__________________________________________________________________________
[_] Securities Account Pledge and Security Agreement dated ___________________,
executed by _______________________________________________________________
[_] Control Agreement dated _________________, covering [_] Deposit Account(s)
[_] Letter of Credit
Rights
[_] Investment Property
[_] Electronic Chattel
Paper
[_] Assignment of Certificate of Deposit, Security Agreement, and Power of
Attorney (for Certified Certificates of Deposit) dated ___________________,
executed by _______________________________________________________________
___________________________________________________________________________
[_] Pledge and Security Agreement for Publicly Traded Certified Securities dated
______________________, executed by ___________________________________________
[_] Assignment of Life Insurance Policy as Collateral dated __________________,
executed by _______________________________________________________________
[_] Loan Agreement dated _____________________, executed by Xxxxxxxx and [_]
Guarantor(s).
[_] ___________________________________________________________________________
All of the terms, conditions and covenants of the above described agreements
(the "Agreements") are expressly made a part of this Note by reference in the
same manner and with the same effect as if set forth herein at length and any
holder of this Note is entitled to the benefits of and remedies provided in the
Agreements and any other agreements by and between the undersigned and the Bank.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or of any other right on any future occasion.
Every one of the undersigned and every endorser or guarantor of this note
regardless of the time, order or place of signing waives presentment, demand,
protest and notices of every kind and assents to any one or more extensions or
postponements of the time of payment or any other indulgences, to any
substitutions, exchanges or releases of collateral if at any time there be
available to the holder collateral for this note, and to the additions or
releases of any other parties or persons primarily or secondarily liable.
The failure to pay any part of the principal or interest when due on this
Note or to fully perform any covenant, obligation or warranty on this or on any
other liability to the Bank by any one or more of the undersigned, by any
affiliate of the undersigned (as defined in 11USC Section (101) (2)), or by any
guarantor or surety of this Note (said affiliate, guarantor, and surety are
herein called Obligor): or if any financial statement or other representation
made to the Bank by any of the undersigned or any Obligor shall be found to be
materially incorrect or incomplete; or in the event the default pursuant to any
of the Agreements or any other obligation of any of the undersigned or any
Obligor in favor of the Bank; or in the event the Bank demands that the
undersigned secure or provide additional security for its obligations under this
Note and security deemed adequate and sufficient by the Bank is not given when
demanded; or in the event one or more of the undersigned or any Obligor shall
die, terminate its existence, allow the appointment of a receiver for any part
of its property, make an assignment for the benefit of creditors, or where a
proceeding under bankruptcy or Insolvency laws is initiated by or against any of
the undersigned or any Obligor; or in the event the Bank should otherwise deem
itself, its security interest, or any collateral unsafe or Insecure; or should
the Bank in good faith believe that the prospect of payment or other performance
is impaired; or if there is an attachment, execution, or other judicial seizure
of all or any portion of the Borrower's or any Obligor's assets, including an
action or proceeding to seize any funds on deposit with the Bank, and such
seizure is not discharged within 20 days; or if final judgment for the payment
of money shall be rendered against the Borrower or any Obligor which is not
covered by insurance and shall remain undischarged for a period of 30 days
unless such judgment or execution thereon is effectively stayed; or the
termination of any guaranty agreement given in connection with this Note, then
any one of the same shall be a material default hereunder and this Note and
other debts due the Bank by any one or more of undersigned shall immediately
become due and payable without notice, at the option of the Bank. From and after
any event of default hereunder, interest shall accrue on the sum of the
principal balance and accrued interest then outstanding at the variable rate
equal to the Bank's Prime Rate plus 5% per annum (*Default Rate"), provide
that such rate shall not exceed at any time the highest rate of Interest
permitted by the laws of the State of Georgia; and further provided that such
rate shall apply after judgement. In the event of any default, the then
remaining unpaid principal amount and accrued but unpaid interest then
outstanding shall bear interest at the Default Rate called for hereunder until
such principal and interest have been paid in full. In addition, upon default,
the Bank may pursue its full legal remedies at law or equity, and the balance
due hereunder may be charged against any obligation of the Bank to any party
Including any Obligor. Bank shall not be obligated to accept any check, money
order, or other payment Instrument marked "payment in full" on any disputed
amount due hereunder, and Bank expressly reserves the right to reject all such
payment Instruments. Borrower agrees that tender of its check or other payment
Instrument so marked will not satisfy or discharge its obligation under this
Note, disputed or otherwise, even if such check or payment instrument is
inadvertently processed by Bank unless in fact such payment is in fact
sufficient to pay the amount due hereunder.
The term "Prime Rate," if used herein, means the rate of Interest per annum
announced by the Bank from time to time and adopted as its Prime Rate. Bank
lends at rates above and below the Prime Rate, and the Prime Rate is one of
several rate indexes employed by the Bank when extending credit. Any change in
the interest rate resulting from a change in the Bank's Prime Rate shall become
effective as of the opening of business on the effective date of the change. If
this Note is placed with an attorney for collection, the undersigned agrees to
pay, in addition to principal and interest, all costs of collection and
reasonable attorneys' fees. All obligations of the undersigned and of any
Obligor shall bind his heirs, executors, administrators, successors, and/or
assigns. Use of the masculine pronoun herein shall include the feminine and the
neuter, and also the plural. If more than one party shall execute this Note, the
term "undersigned" as used herein shall mean all the parties signing this Note
and each of them, and all such parties shall be jointly and severally obligated
hereunder. Wherever possible, each
Page 2 of 4
provision of this Note shall be interpreted in such a manner to be effective and
valid under applicable law, but if any provision of this Note shall be
prohibited by or invalid under such law, such provision shall be ineffective but
only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Note. All of the
undersigned hereby waive all exemptions and homestead laws. The proceeds of the
loan evidenced by this Note may be paid to any one or more of the undersigned.
From time to time, at the Bank's option, the maturity date of this Note may
be extended, or this Note may be renewed in whole or in part, or a new note of
different form any be substituted for this Note, or the rate of interest may be
modified, or changes may be made in consideration of loan extensions, and the
holder hereof, from time to time may waive or surrender, either in whole or in
part any rights, guaranties, secured interest, or liens, given for the benefit
of the holder in connection with the payment and the securing the payment of
this Note; but no such occurrence shall in any manner affect, limit, modify, or
otherwise impair any rights, guaranties or security of the holder not
specifically waived, released, or surrendered in writing, nor shall the
undersigned makers, or any guarantor, endorser, or any person who is or might be
liable hereon, either primarily or contingently, be released from such event.
The holder hereof, from time to time shall have the unlimited right to release
any person who might be liable hereon, and such release shall not affect or
discharge the liability of any other person who is or might be liable hereon. No
waivers and modifications shall be valid unless in writing and signed by the
Bank. The Bank may, at its option, charge any fees for the modification,
renewal, extension, or amendment of any of the terms of the Note permitted by
applicable law. In case of a conflict between the terms of this Note and the
Loan Agreement or Commitment Letter issued in connection herewith, the priority
of controlling terms shall be first this Note, then the Loan Agreement, and then
the Commitment Letter. This Note shall be governed by and construed in
accordance the with the laws of Georgia in connection with any foreclosure or
enforcement proceeding undertaken in connection with the Borrower's property
situated in Georgia. Time is of the essence of this instrument.
Xxxxxxxx agrees that the only interest charge is the interest actually stated in
this Note, and that any loan or origination fee shall be deemed charges rather
than interest, which charges are fully earned and non-refundable. It is further
agreed that any late charges are not a charge for the use of money but are
imposed to compensate Bank for some of the administrative services, costs, and
losses associated with any delinquency or default under this Note, and said
charges shall be fully earned and non-refundable when accrued. All other charges
imposed by Bank upon Borrower in connection with this Note and the loan
including without limitation, any commitment fees, loan fees, facility fees,
origination fees, discount points, default and late charges, prepayment fees,
statutory attorney's fees and reimbursements for costs and expenses paid by Bank
to third parties or for damages incurred by Bank are and shall be deemed to be
charges made to compensate Bank for underwriting and administrative services and
costs, other services, and costs or losses incurred and to be incurred by Bank
in connection with this Note and the loan shall under no circumstances be deemed
to be charges for the use of money. All such charges shall be fully earned and
non-refundable when due. This paragraph is executed for the purpose of
clarifying the status of charges of the Loan for purpose of O.C.G.A. Sec.7-4-2
(a) and (a)(3).
It is the intention of Bank and Borrower to conform strictly to the usury laws
now or hereafter in effect, and any interest payable hereunder shall be subject
to reduction to the amount in excess of the maximum non-usurious amount allowed
under applicable usury laws now or hereafter construed by courts having
jurisdiction over such matters. If the maturity of this Note is accelerated by
reason of any provision of this Note or by reason of voluntary prepayment by the
undersigned, or otherwise, then earned interest may never include more than the
maximum amount permitted by law, computed from the date of each advance of the
loan proceeds hereunder until payment, and any interest in excess of the maximum
amount permitted by law shall be cancelled automatically and, if paid, shall at
the option of Bank, if allowed by a applicable law, either be rebated to
Borrower or credited on the principal amount of this Note, or if all principal
has heretofor been repaid, then the excess shall be rebated to Borrower.
________________________________________________________________________________
CREDIT LIFE AND DISABILITY INSURANCE
------------------------------------
Subject to certain underwriting criteria and limitations, INDIVIDUAL BORROWERS
AND ADDITIONAL CO-MAKERS HAVE THE RIGHT TO REQUEST CREDIT LIFE AND DISABILITY
INSURANCE PROTECTION FOR THIS LOAN. One or two Borrowers/Co-makers may be
covered by BB&T Credit Life Insurance and one or two Borrowers/Co-makers may be
covered by BB&T Credit Disability Insurance. However, the purchase of credit
life and credit disability insurance from the Bank is not a condition of
obtaining this loan.
I, the undersigned, desire the credit insurance with the cost and terms
described below and promise to pay the premium of such insurance coverage. I
understand that I may cancel this credit insurance at any time. I represent
that, to the best of my knowledge, I am in good health and am insurable.
[_] Product 1: Complete the following: [_] Fidelity Security Insurance Company
Flex Plan (Complete separate
application)
CREDIT LIFE INSURANCE Effective Date Term in Mos. Amount Financed Interest Rate Credit Life Premium
[_] Single [_] Level
[_] Joint [_] Decreasing ______________ ___________ $200,00.00 7.25 $
--------------- ------------- ____________________
CREDIT DISABILITY INSURANCE Monthly Benefit Amount Credit Disability Premium
Effective Date and Terms in Mos.
Same as Credit Life Insurance Above
___________________________________ $___________________________ $_______________________________
Credit Disability Insurance is subject to a 14-day elimination period and a 60- month maximum benefit period. Only the Borrower or
Co-Maker who signs the first line under "Signature(s) of Insured" is covered by Credit Disability Insurance.
Date of Birth Signature(s) of Insured Total Credit life and Disability
Insurance Premium
_______________ _____________________________________
Signature of primary Insured
_______________ _____________________________________ $________________________________
Signature of Secondary Insured
____________________________________________________________________________________________________________________________________
(SIGNATURES ON FOLLOWING PAGE)
Page 3 of 4
BB&T
PROMISSORY NOTE SIGNATURE PAGE
Borrower: XXXXXXXX 2000 INC
-----------------------------------------------------------------------
Account Number: 954-0502843 Note Number: 00002
-------------------- --------------
Note Amount: 200,000.00 Date: AUGUST 27, 2001
----------------------- ---------------------
Notice of Right to Copy of Appraisal: If a 1-4 family residential dwelling is
------------------------------------
pledged as collateral for this Note, you, the undersigned, have a right to a
copy of the real estate appraisal report used in connection with your
application for credit. If you wish to receive a copy, please notify in writing
the branch office where you applied for credit. You must forward your request to
the Bank no later than 90 days after the date of this Note. In your request
letter, please provide your name, mailing address, appraised property address,
the date of this Note, and the Account and Note Numbers shown on the front of
this Note.
IN WITNESS WHEREOF, the undersigned, on the day and year first written above,
has caused this note to be executed under seal.
If Borrower is a Corporation:
ATTEST: /s/ Xxxxxxx X. Xxxxxx XXXXXXXX 2000 INC
------------------------------ --------------------------------------
XXXXXXX X. XXXXXX NAME OF CORPORATION
Title: SECRETARY By: /s/ Xxxx X. Xxxxx
------------------------------- ------------------------------------
XXXX X. XXXXX
[CORPORATION SEAL] (Affix seal or Title: PRESIDENT
insert name of ---------------------------
corporation in
seal to adopt as
seal of Xxxxxxxx)
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
XXXXXXX X. XXXXXX
WITNESS:
/s/ Xxxx X. Xxxxxxx Title: SECRETARY
------------------------------------- ---------------------------------
If Borrower is a Partnership, Limited Liability Company, Limited Liability
Limited Partnership, or Limited Liability Partnership:
WITNESS: _______________________________________
NAME OF PARTNERSHIP, LLC, LLLP, OR LLP
_____________________________________ By:_____________________________ (SEAL)
GENERAL PARTNER/MANAGER/MEMBER
_____________________________________ By:_____________________________ (SEAL)
GENERAL PARTNER/MANAGER/MEMBER
_____________________________________ By:_____________________________ (SEAL)
GENERAL PARTNER/MANAGER/MEMBER
If Borrower is an Individual
WITNESS:
_____________________________________ ________________________________ (SEAL)
Additional Co-makers
WITNESS:
_____________________________________ ________________________________ (SEAL)
_____________________________________ ________________________________ (SEAL)
_____________________________________ ________________________________ (SEAL)
_____________________________________ ________________________________ (SEAL)