1
EX.3
[AMERICAN NATIONAL BANK LOGO]
PROMISSORY NOTE
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Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials
$4,219,000.01 07-30-1997 07-30-1998 19792
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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: XXXXXX X. XXXXXXXXXX (SSN: ###-##-####) LENDER: AMERICAN NATIONAL BANK & TRUST CO. OF CHICAGO
XXXXXX X. XXXXXXXXXX (SSN: ###-##-####) EXECUTIVE & PROFESSIONAL DIVISION
789 PLUM TREE ROAD 00 X. XXxXXXX XXXXXX
XXXXXXXXXX XXXXX, XX 00000 XXXXXXX, XX 00000
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PRINCIPAL AMOUNT: $4,219,000.01 INITIAL RATE: 9.000% DATE OF NOTE: JULY 30,1997
PROMISE TO PAY. I PROMISE TO PAY TO AMERICAN NATIONAL BANK & TRUST CO. OF
CHICAGO ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF
AMERICA, THE PRINCIPAL AMOUNT OF FOUR MILLION TWO HUNDRED NINETEEN
THOUSAND & 01/100 DOLLARS ($4,219,000.01), TOGETHER WITH INTEREST ON THE
UNPAID PRINCIPAL BALANCE FROM JULY 30, 1997, UNTIL PAID IN FULL. THE
INTEREST RATE WILL NOT INCREASE ABOVE 18.000%.
PAYMENT. SUBJECT TO ANY PAYMENT CHANGES RESULTING FROM CHANGES IN THE
INDEX, I WILL PAY THIS LOAN IN 3 PRINCIPAL PAYMENTS OF $152,500.00 EACH
AND ONE FINAL PRINCIPAL AND INTEREST PAYMENT OF $3,845,901.89. MY FIRST
PRINCIPAL PAYMENT IS DUE OCTOBER 30, 1997, AND ALL SUBSEQUENT PRINCIPAL
PAYMENTS ARE DUE ON THE SAME DAY OF EACH QUARTER AFTER THAT. IN ADDITION,
I WILL PAY REGULAR QUARTERLY PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE
AS OF EACH PAYMENT DATE. MY FIRST INTEREST PAYMENT IS DUE OCTOBER 30, 1997,
AND ALL SUBSEQUENT INTEREST PAYMENTS ARE DUE ON THE SAME DAY OF EACH
QUARTER AFTER THAT. MY FINAL PAYMENT DUE JULY 30, 1998, WILL BE FOR ALL
PRINCIPAL AND ACCRUED INTEREST NOT YET PAID. I 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 any unpaid collection costs and any late charges,
then to any unpaid interest, and any remaining amount to principal.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to
change from time to time based on changes in an index which is the
AMERICAN NATIONAL BANK & TRUST COMPANY OF CHICAGO 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, Xxxxxx may designate a
substitute index after notifying me. Lender will tell me the current Index
rate upon my request. I understand that Lender may make loans based on
other rates as well. The interest rate change will not occur more often
than each DAY. THE INDEX CURRENTLY IS 8.500% PER ANNUM. THE INTEREST RATE
TO BE APPLIED TO THE UNPAID PRINCIPAL BALANCE OF THIS NOTE WILL BE AT A
RATE OF 0.500 PERCENTAGE POINTS OVER THE INDEX, ADJUSTED IF NECESSARY FOR
THE MAXIMUM RATE LIMITATION DESCRIBED BELOW, RESULTING IN AN INITIAL RATE
OF 9.000% 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 (except for any higher default
rate shown below) the lesser of 18.000% per annum or the maximum rate
allowed by applicable law.
PREPAYMENT. I 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 me of my obligation to continue to make
payments under the payment schedule. Rather, they will reduce the
principal balance due and may result in me making fewer payments.
LATE CHARGE. If a payment is 10 DAYS OR MORE LATE, I WILL BE CHARGED
5.000% OF THE REGULARLY SCHEDULED PAYMENT OR $10.00, WHICHEVER IS GREATER.
DEFAULT. I will be in default if any of the following happens: (a) I fail
to make any payment when due. (b) I break any promise I have made to
Lender, or I fail 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 I have with
Lender. (c) Any representation or statement made or furnished to Lender
by me or on my behalf is false or misleading in any material respect
either now or at the time made or furnished. (d) I die or become
insolvent, a receiver is appointed for any part of my property, I make an
assignment for the benefit of creditors, or any proceeding is commenced
either by me or against me under any bankruptcy or insolvency laws. (e)
Any creditor tries to take any of my property on or in which Xxxxxx has a
lien or security interest. This includes a garnishment of any of my
accounts, including deposit accounts, with Lender. (f) Any of the events
described in this default section occurs with respect to any guarantor of
this Note. (g) 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 I will pay that amount. Upon
default, including failure to pay upon final maturity, Lender, at its
option, may also, if permitted under applicable law, increase the variable
interest rate on this Note to 3.500 percentage points over the Index. The
interest rate will not exceed the maximum rate permitted by applicable
law. Lender may hire or pay someone else to help collect this Note if I
do not pay. I 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 there 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-judgment collection services. If not prohibited by applicable law, I
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 ILLINOIS. IF THERE IS A LAWSUIT, I AGREE UPON XXXXXX'S REQUEST
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF COOK COUNTY, THE STATE OF
ILLINOIS. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF ILLINOIS.
RIGHT OF SETOFF. I grant to Lender a contractual possessory security
interest in, and hereby assign, convey, deliver, pledge, and transfer to
Lender all my right, title and interest in and to, my accounts with Xxxxxx
(whether checking, savings, or some other account), including without
limitation all accounts held jointly with someone else and all accounts I
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. I authorize Xxxxxx, to the extent permitted by
applicable law, to charge or setoff all sums owing on this Note against
any and all such accounts.
COLLATERAL. This Note is secured by 1,277,481 shares of Xxxx X.
Xxxxxxxxxx & Son, Inc. Common Stock held in American National Bank
Safekeeping Account #480656.
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights
or remedies under this Note without losing them. I 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. 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. The obligations under this
Note are joint and several. This means that the words "I", "me", and
"my", mean each and all of the persons signing below.
PRIOR TO SIGNING THIS NOTE, I, AND EACH OF US, READ AND UNDERSTOOD ALL
THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE
PROVISIONS. I, AND EACH OF US, AGREE TO THE TERMS OF THE NOTE AND
ACKNOWLEDGE RECEIPT OF A COMPLETED COPY OF THE NOTE.
BORROWER:
x /s/ Xxxxxx X. Xxxxxxxxxx x /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx
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