PROMISSORY NOTE
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Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials
$250,000 12-28-2000 12-28-2003 0005788 590 4430 0984280 2331
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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.
Borrower: GTS / HDD, INC. (TIN: 000000000) Lender: Regions Bank
0000 XXXXXXXXXXX XXXXX XX Xxxxxx Xxxx Xxxxxx
XXXXXXXXXX, XX 00000-7718 000 Xxxx Xxxxxx
Xxxxxx, XX 00000
PRINCIPAL AMOUNT: $250,000.00 INITIAL RATE: 9.500% DATE OF NOTE:DECEMBER 28, 2000
PROMISE TO PAY. GTS / HDD, INC. ("BORROWER") PROMISES TO PAY TO REGIONS BANK
("LENDER"). OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA. THE
PRINCIPAL AMOUNT OF TWO HUNDRED FIFTY THOUSAND & 00/100 DOLLARS ($250,000.00),
TOGETHER WITH INTEREST ON THE UNPAID PRINCIPAL BALANCE FROM DECEMBER 28. 2000,
UNTIL PAID IN FULL. THE INTEREST RATE WILL NOT INCREASE ABOVE 11.000%.
PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in 35 payments of $8,007.78 each payment and an
irregular last payment estimated at $8,007.76. Xxxxxxxx's first payment is due
January 28, 2001, and a0 subsequent payments are due on the same day of each
month after that. Xxxxxxxx's final payment will be due on December 28. 2003, and
will be for all principal and all accrued interest not yet paid. Payments
include principal and interest. Interest on this Note is computed on a 365!365
simple interest basis: that is, by applying the ratio of the annual interest
rate over the number of days in a year (366 during leap years), 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.
VARIABLE INTEREST RATE. The interest rata on this Note is subject to change from
time to time based on changes in an index which is the Regions Financial Corp.
Commercial Base Rate (the "Index"). The Index is not necessarily the lowest rate
charged by Lender on its loans and is set by Lender in its sole discretion. If
the Index becomes unavailable during the term of this loan, Lender may designate
a substitute index after notifying Borrower. Lender will tell Borrower the
current Index rate upon Xxxxxxxx's request. Borrower understands that Lender may
make loans based on other rates as well. The interest rate change will not occur
more often than each month. The Index currently is 9.500% per annum. The
interest rate to be applied to the unpaid principal balance of this Note will be
at a rate equal to the Index, adjusted if necessary for the maximum rate
limitation described below, resulting in an Initial rate of 9.500% per annum.
Notwithstanding any other provision of this Note, the variable interest rate or
rates provided for in this Note will be subject to the following maximum rate.
NOTICE: Under no circumstances will the interest rate on this Note be more than
the lesser of 11.000% per annum or the maximum rate allowed by applicable law.
Whenever increases occur in the interest rate, lender, at its option, may do one
or more of the following: (al increase Borrower's payments to ensure Xxxxxxxx's
loan will pay off by its original final maturity date, (b) increase Borrower's
payments to cover accruing interest, (c) increase the number of Borrower's
payments, and (d) continue Borrower's payments at the same amount and increase
Borrower's final payment.
PREPAYMENT. Borrower may pay ail 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 in
Borrower making fewer payments.
LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
$25.00.
DEFAULT. Borrower will be in default if any of the following happens: (al
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 made or furnished. (d) 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.
(el Any creditor tries to take any of Xxxxxxxx's property on or in which Xxxxxx
has a lien or security interest. This includes a garnishment of any of
Borrower's accounts with lender, lf) 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. 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 reasonable attorneys' tees and Xxxxxx's legal expenses whether or not
there is a lawsuit, including reasonable attorneys' teas and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), appeals, and any anticipated post-judgment collection services.
However, in all events, such attorneys' fees must be reasonable, must not exceed
ten percent (10%) of the amount of the principal due plus accrued interest, and
must be for services actually rendered- 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 Arkansas. If there is a lawsuit, Xxxxxxxx agrees upon lender's request
to submit to the jurisdiction of the courts of Xxxxxx County, the State of
Arkansas. 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. Subject to the provisions on arbitration, this Note shall be governed
by and construed in accordance with the laws of the State of Arkansas.
RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Xxxxxxxx's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and ail accounts Borrower may open
in the future, excluding however all IRA and Xxxxx accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Xxxxxx, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts, and, at
Xxxxxx's option, to administratively freeze all such accounts to allow Lender to
protect Xxxxxx's charge and setoff rights provided on this paragraph.
COLLATERAL. This Note is secured by EQUIPMENT AS EVIDENCED BY SECURITY
AGREEMENTS) OF EVEN DATE HEREWITH.
ARBITRATION. Xxxxxx and Xxxxxxxx agree that all disputes, claims and
controversies between them, whether individual, joint, of class in nature,
arising from this Note or otherwise, including without limitation contract and
tort disputes, shall be arbitrated pursuant to the Rules of the American
Arbitration Association, upon request of either party. No act to take or dispose
of any collateral securing this Note shall constitute a waiver of this
arbitration agreement or be prohibited by this arbitration agreement. This
includes, without limitation, obtaining injunctive relief or a temporary
restraining order; invoking a power of sale under any deed of trust or mortgage;
obtaining a writ of attachment or imposition of a receiver; or exercising any
rights relating to personal property, including taking or disposing of such
property with or without judicial process pursuant to Article 9 of the Uniform
Commercial Code. Any disputes, claims, or controversies concerning the
lawfulness or reasonableness of any act, or exercise of any right, concerning
any collateral securing this Note, including any claim to rescind, reform, or
otherwise modify any agreement relating to the collateral securing this Note,
shall also be arbitrated, provided however that no arbitrator shall have the
right or the power to enjoin or restrain shy act of any party. Judgment upon any
award rendered by any arbitrator may be entered In any court having
jurisdiction. Nothing in this Note shall preclude any party from seeking
equitable, relief from a court of competent jurisdiction. The statute of
limitations, estoppel, waiver, lathes, and similar doctrines which would
otherwise be applicable in an action brought by a party shall be applicable in
any arbitration proceeding, and the commencement of an arbitration proceeding
shall be deemed the commencement of an action for these purposes. The Federal
Arbitration Act shall apply to the construction, interpretation, and enforcement
of this arbitration provision.
YEAR 2000 WARRANTY. Borrower warrants and represents that Borrower has (i)
undertaken a detailed inventory, review, and assessment of all areas within its
business and operations that could be adversely affected by the failure of
Borrower to be Year 2000 complaint on a timely basis, (lil developed a detailed
plan and timeline for becoming Year 2000 compliant on a timely basis, (iii)
implemented and will continue to implement that plan in accordance with the
timeline in all material respects, and (iv) evaluated and will continue to
evaluate, by written inquiry each of its key suppliers, vendors, and customers
as to whether such persons will, on a timely basis, be Year 2000 compliant. All
hardware, software and equipment utilized by Borrower in conduct of its business
("System") will record, store, process, and present calendar dates falling on or
after January 1, 2000, and elf information pertaining to such calendar dates, in
the same manner and with the same functionality as the
all appropriate century-aware, or year 2000 compliant data. Borrower also
warrants and represents that the data-related user tef- ' actions, data-fields,
and data-related program instructions and functions of the System include or
shall include the indication of the century..
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and person who signs,
guarantees or endorses this Note, to the extent allowed by taw, waive
presentment, demand for payment, protest .4tice of dishonor. Upon any change in
the terms of this Note, and unless otherwise expressly stated In writing, no
party who signs this ,ta, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. Ail 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 Xxxxxx without the consent of or notice to anyone. All such
parties also agree that Xxxxxx may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.
PRIOR TO SIGNING THIS NOTE. XXXXXXXX READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. XXXXXXXX AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.
By: (SEAL)
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Xxxxxx X Xxxxxxx
Secretary/Treasurer
