1
EXHIBIT 10.4
PROMISSORY NOTE
$___________ _________, 1998
Norcross, Georgia
FOR VALUE RECEIVED, XXXXXX-XXXX INC., a Georgia corporation (the
"Company"), promises to pay to the order of ____________________ ("Holder"), at
0000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxx 00000, or at such other place
as Holder may designate in writing, the principal sum
____________________________________________ ($___________) in full on demand.
Unpaid principal hereunder shall bear interest at 11.0% per annum (the "Interest
Rate"). Interest shall accrue from the date hereof and shall be paid quarterly
in arrears on the 1st day of each August, November, February and May of each
year until the principal balance hereof shall have been paid in full. Interest
shall be computed on the outstanding principal amount hereunder on the basis of
the actual number of days elapsed over a year of 365 days.
Whenever any payment hereunder shall become due, or otherwise would
occur, on a day that is not a business day, such payment may be made on the next
succeeding business day (and such extension of time shall in such case be
included in the computation of interest). Payments made pursuant to the terms
hereof shall first be credited to interest then accrued and the remainder shall
be credited to outstanding principal. Prepayment of principal and interest in
whole or in part may be made at any time and from time to time without penalty.
All past due principal and, to the extent provided by applicable law,
past due interest, under this Note shall bear interest at the Interest Rate plus
3% per annum until all past due amounts of principal and interest shall have
been paid in full; provided that in no event shall the applicable interest rate
exceed the maximum rate of interest allowed by applicable law.
If any of the following events shall occur and be continuing for any
reason whatsoever, then this Note shall immediately become due and payable
without any further notice or demand of any kind whatsoever, all of which are
hereby expressly waived: the Company defaults in the payment of principal or
interest on this Note when and as the same shall become due and payable and such
default continues for five days after the Company receives notice from Holder of
such default; or the Company makes an assignment for the benefit of creditors or
admits in writing its inability to pay its debts generally as they become due;
or an order, judgment or decree is entered adjudicating the Company bankrupt or
insolvent; or the Company petitions or applies to any tribunal for the
appointment of a trustee or receiver of the Company, or of any substantial part
of the assets of the Company, or commences any proceedings relating to the
Company under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect; or any such petition or application is
filed, or any such proceedings are commenced, against the Company, and the
Company by any act indicates its approval thereof, consent thereto, or
acquiescence therein, or an order is entered appointing any such trustee or
receiver, or approving the petition in any such proceedings, and such order
remains unstayed and in effect for more than ninety days.
2
The Company (i) promises to pay all expenses, including reasonable
attorneys' fees, actually incurred in the enforcement or collection of this
Note; (ii) agrees that no delay, failure to act or failure to exercise any right
or remedy on the part of Holder of this Note shall in any way affect or impair
the obligations of the Company; and (iii) waives presentment, protest and notice
of dishonor, and further waives its rights to all other notices or demands that
might otherwise be required by law.
Xxxxxx is acquiring this Note for his own account and not for
distribution.
The provisions of this Note are to be governed by and construed
according to the laws of the State of Georgia.
IN WITNESS WHEREOF, the Company has executed this Note under seal on
the day and year first written above.
XXXXXX-XXXX INC.
By:
----------------------------------------
Xxxxx X. Xxxxxx
Chairman and Chief Executive Officer
