EXHIBIT 10.22
LOAN AGREEMENT
THIS LOAN AGREEMENT (this "Agreement") is entered into as of the 13th
day of January, 2000 by and between SUNTRUST BANK, EAST TENNESSEE, N.A.,
Knoxville, Tennessee, a national banking association (the "Bank"), and CTI,
INC., Knoxville, Tennessee, a Tennessee corporation (the "Borrower").
WITNESSETH
That for and in consideration of the sum of $10.00 and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Bank and Borrower, intending to be legally bound, agree as
follows:
ARTICLE I - THE LOAN
SECTION 1.1. THE LOAN. Bank hereby agrees to lend to Borrower, and
Borrower hereby agrees to borrow from Bank on a term loan basis, and upon the
terms and conditions expressed herein, the principal sum of FOUR MILLION NINE
HUNDRED THOUSAND DOLLARS ($4,900,000) (as amended, modified or restated, the
"Loan"), to be evidenced by a Term Promissory Note substantially in the form
attached to this Agreement as Exhibit A (as amended, modified or restated, the
"Note").
SECTION 1.2. LOAN ADVANCE; CONDITIONS TO ADVANCE. (a) Bank agrees,
subject to the terms and conditions of this Agreement, to make one advance to
Borrower under the Loan, in the principal amount outstanding up to but not
exceeding $4,900,000. Unless otherwise agreed to by the Bank, such advance shall
be made on the later to occur of: (i) the Closing Date or (ii) that date on
which the Conditions Precedent set forth in paragraph (b) below are satisfied,
as determined by the Bank in its sole judgment.
(b) The obligations of the Bank to make the advance under the Loan is
subject to the satisfaction of the following conditions (collectively, the
"Conditions Precedent"):
(i) Execution and delivery of all Loan Documents, and, if
so required by the Bank, recordation of such
documents with the proper filing offices;
(ii) The delivery by Borrower's counsel of a legal opinion
addressed to the Bank and covering such matters as
the Bank or its counsel deems necessary;
(iii) Borrower's delivery to Bank of a copy of its
Organizational Documents certified by the Borrower to
be true and complete;
(iv) Bank's receipt of one or more certificates from the
proper state official certifying as to the good
standing of the Borrower in its state of organization
and as to its Organizational Documents;
(v) Delivery to Bank of a copy of the Borrower's consent
resolution or other corporate authorization
document(s) evidencing Borrower's
authorization to enter into the Loan and the
execution of the Loan Documents by a duly authorized
representative of Borrower;
(vi) Delivery to Bank of copies of all consents and
required governmental approvals, if any, necessary
for the execution, delivery and performance of the
Loan Documents;
(vii) Payment of all fees required to be paid on the
Closing Date; and
(viii) Delivery to Bank of such other documents, instruments
and information as the Bank or its counsel may
reasonably request.
(c) Advances of proceeds under the Loan may be advanced by Bank by wire
transfer upon Borrower's request or in such other manner as agreed to by Bank
and Borrower. The Borrower hereby agrees to indemnify and hold the Bank and its
directors, officers, employees and other representatives harmless from and
against any loss, cost or expense incurred by the Bank, the Borrower or any
other Person in connection with the execution of such wire transfer(s), except
for those acts and omissions of the Bank and its directors, officers, employees
and other representatives arising from gross negligence, willful misconduct or
unlawful actions.
SECTION 1.3. INTEREST. (a) Unless and until the occurrence of an Event
of Default, interest shall accrue on the outstanding principal balance of the
Note on the basis of actual days elapsed over a year of 360 days, and interest
on the Note shall be computed at the Fixed Rate.
(b) Upon the occurrence of an Event of Default, interest shall accrue
on the outstanding principal balance of the Note on the basis of actual days
elapsed over a year of 360 days and shall be computed at the Default Rate.
SECTION 1.4. PAYMENTS. Borrower shall make to Bank equal, installment
payments of combined principal and accrued interest on the Loan on the first day
of each calendar month beginning February 1, 2000 and continuing thereafter for
fifty-eight (58) consecutive calendar months in those amounts set forth on
Schedule 1 attached to the Note. If not sooner paid pursuant to the terms
hereof, Borrower shall make a final payment (i.e. 60th) of all accrued, unpaid
interest and unpaid principal on January 1, 2005 (the "Maturity Date").
SECTION 1.5. PREPAYMENTS. Borrower at any time may prepay the Loan in
whole or in part with accrued interest to the date of such payment on the
principal amount prepaid without premium or penalty except, if applicable, as
may otherwise be required pursuant to the requirements of those documents
relating to the Interest Rate Protection Arrangements. Prepayments on the Loan
shall be applied first to accrued, unpaid interest and then installments due in
the inverse order of maturity.
SECTION 1.6. MATURITY DATE. Notwithstanding anything to the contrary in
this Agreement or any other Loan Document, if not sooner paid pursuant to the
terms of this Agreement, all outstanding principal and accrued, unpaid interest
and all other fees and expenses of Borrower under the Loan shall be due and
payable on the Maturity Date.
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SECTION 1.7. USE OF LOAN PROCEEDS. The proceeds of the Loan shall be used for
Borrower's acquisition of the Property.
ARTICLE II - COLLATERAL
The repayment by Borrower of its indebtedness under the Note, and the
performance by Borrower of all its Obligations, shall be secured by the pledge
by Borrower of certain personal and real property collateral, including, without
limitation, the Property, pursuant to the terms of the Deed of Trust.
ARTICLE III - REPRESENTATIONS AND WARRANTIES
SECTION 3.1. ORGANIZATIONAL STATUS. Borrower is a corporation, duly
organized and validly existing under the laws of the State of Tennessee, has the
power and authority to own its properties and carry on its businesses as now
conducted, and is qualified to do business in all jurisdictions in which it is
required to qualify to conduct its businesses.
SECTION 3.2. NO VIOLATIONS. The execution and delivery by Borrower of,
and the performance by Borrower of its obligations under, this Agreement, the
Note and all other Loan Documents to which Borrower is a party have been duly
authorized by all requisite action on the part of Borrower and do not and will
not (i) violate in any material respect any provision of any law or judgment or
order or ruling of any court or governmental agency, (ii) be in conflict with,
result in a breach of, or constitute, with notice or lapse of time or both, a
default under any indenture, agreement or other instrument to which Borrower is
a party or by which Borrower or any of its property is bound, and (iii) violate
or be in conflict with any provision of its Organizational Documents.
SECTION 3.3. NO LEGAL PROCEEDINGS. There are no pending or threatened
actions or proceedings before any court or administrative or governmental agency
that may materially and adversely affect the financial condition or business
operations of Borrower other than those previously disclosed by Borrower to Bank
in writing.
SECTION 3.4. FINANCIAL STATEMENTS. The financial statements dated
September 30, 1999, previously delivered by Borrower to Bank fairly and
accurately present the financial condition of Borrower as of such date(s) and
have been prepared in accordance with GAAP consistently applied. Since September
30, 1999, there has been no material adverse change in the financial condition
of Borrower, and after due inquiry, there exists no material contingent
liability or obligation assertable against Borrower other than those previously
disclosed by Borrower to Bank in writing.
SECTION 3.5. TAXES. All federal, state and other tax returns of
Borrower required by law to be filed have been completed in full and have been
duly filed, and all taxes, assessments and withholdings shown on such returns or
billed to Borrower have been paid, or, as applicable, Borrower is maintaining
adequate reserves and accruals in respect of all such federal, state and other
taxes, assessments and withholdings. There are no unpaid assessments pending
against Borrower for any taxes or withholdings, and Borrower knows of no basis
thereof.
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SECTION 3.6. NO SUBORDINATION. The Obligations of Borrower are not
subordinated in right of payment to any other obligation of Borrower.
SECTION 3.7. PERMITS, FRANCHISES AND OTHER AUTHORIZATIONS. Borrower
possesses all authorizations, permits, memberships, franchises, contracts,
certifications, licenses, trademark rights, trade names and patents necessary to
enable it to conduct its business operations as now conducted, and no consent,
permission, authorization, order or license of any Person is necessary which has
not heretofore been obtained in connection with such matters and in connection
with the execution, delivery, performance or enforcement of this Agreement or
any other Loan Document.
SECTION 3.8. NO DEFAULTS. There is no event which is, or which with
notice or lapse of time or both, would be, an Event of Default (as defined in
Article VI) under this Agreement.
SECTION 3.9. ENFORCEABLE AGREEMENTS. This Agreement is the legal, valid
and binding agreement of Borrower enforceable against Borrower in accordance
with its terms, except to the extent the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization or moratorium or other similar laws
relating to the enforcement of creditor's rights generally, and by the
application of general principles of equity, and the Note and all other Loan
Documents, when executed and delivered, will be similarly legal, valid, binding
and enforceable, except to the extent the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization or moratorium or other similar laws
relating to the enforcement of creditor's rights generally, and by the
application of general principles of equity.
ARTICLE IV - AFFIRMATIVE COVENANTS
SECTION 4.1. INCORPORATION OF COVENANTS. All covenants set forth in
Article V of the Revolving Credit Agreement are hereby made by Borrower and
incorporated herein by reference as if fully set forth herein.
SECTION 4.2. EXPENSES. Borrower shall pay or reimburse Bank for any and
all out-of-pocket expenses incurred by Bank in connection with the preparation
and negotiation of this Agreement and the other Loan Documents and the
enforcement of its rights and remedies hereunder and thereunder (including,
without limitation, reasonable attorney's fees, court costs, etc.); provided,
however, that Bank shall pay one-half (1/2) of all closing fees in connection
with the Loan as set forth on the Closing Statement.
ARTICLE V - NEGATIVE COVENANTS
SECTION 5.1. INCORPORATION OF COVENANTS. All covenants set forth in
Article VI of the Revolving Credit Agreement are hereby made by the Borrower and
incorporated herein by reference as if fully set forth herein.
SECTION 5.2. USE OF PROCEEDS. The Borrower shall not use any proceeds
of the Loan except for the purposes stated in Section 1.7 hereof.
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SECTION 5.3. FINANCIAL COVENANTS. All financial covenants set forth in
Article VII of the Revolving Credit Agreement are hereby made by Borrower and
incorporated herein by reference as if fully set forth herein.
ARTICLE VI - EVENTS OF DEFAULT AND REMEDIES
SECTION 6.1. EVENTS OF DEFAULT. Any one or more of the following shall
constitute an Event of Default hereunder:
(a) Borrower's failure to pay when due any payment of principal or
interest under the Note or any other sum due hereunder and five
(5) days shall have elapsed since Bank has provided to Borrower
notice of Borrower's failure to pay such amounts when due; or
(b) Borrower's default under any other Loan Document, or under any
other document, note, agreement or understanding with, held by,
or executed in favor of Bank, including without limitation the
Revolving Credit Agreement (and the expiration of any applicable
grace or cure period); or
(c) Should any representation or warranty contained herein or made
by or furnished on behalf of Borrower in connection herewith
shall be false or misleading in any material respect as of the
date made; or
(d) Borrower's failure to perform or observe any covenant or
agreement contained in Articles IV and V of this Agreement and
30 days shall have elapsed since Borrower's failure to perform
or observe such covenant or agreement; provided, however, that
any such inadvertent failure made in good faith shall not
constitute an Event of Default if it is curable and is cured
promptly after notice from the Bank (not to exceed, in any
event, 30 days); and further - provided, however, that with
respect to any violation of any financial covenant requirement,
the Bank hereby agrees that no Default or Event of Default shall
be deemed to occur until the Bank has declared that a Default or
Event of Default has occurred thereby; or
(e) Borrower's failure to pay its debts generally as they become
due; or
(f) Borrower's making an assignment for the benefit of creditors,
petitioning any tribunal for the appointment of a custodian,
receiver or any trustee for its or a substantial part of its
assets, or commencing or taking any action to commence any
proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution, liquidation or debtor relief
law or statute of any jurisdiction, whether now or hereafter in
effect including, without limitation, the Federal Bankruptcy
Code; or, if there shall have been filed any such petition or
application, or any such proceeding shall have been commenced
against it, in which an order for relief is entered, and the
same shall not have been terminated, dismissed or canceled
within 60 days of its occurrence, or should Borrower by any act
or omission indicate its approval of or acquiescence in any
petition, application or proceeding or
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order for relief or the appointment of a custodian, receiver
or any trustee for it or any substantial part of any of its
properties, or should Borrower suffer to exist any such
custodianship, receivership or trusteeship, and the same shall
not have been terminated, dismissed or canceled within 60 days
of its occurrence; or
(g) Borrower's concealing, removing, or permitting to be concealed
or removed, any part of its property, with intent to hinder,
delay or defraud its creditors or any of them; or making or
suffering a transfer of any of its property which may be
fraudulent under any bankruptcy, fraudulent conveyance or
similar law; or making any transfer of its property to or for
the benefit of a creditor at a time when other creditors
similarly situated have not been paid; or suffering or
permitting, while insolvent, any creditor to obtain a lien
upon any of its property through legal proceedings or
distraint which is not vacated within 30 days from the date of
its issue.
SECTION 6.2. REMEDIES. Upon the occurrence and continuation of an
Event of Default, Bank may (i) terminate all obligations of Bank to Borrower,
including, without limitation, all obligations to lend money under this
Agreement, (ii) declare immediately due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are expressly
waived, the Note and any other note or other Obligations of Borrower, including,
without limitation, principal, accrued interest and costs of collection
(including, without limitation, reasonable attorney's fees if collected by or
through an attorney, in bankruptcy or in other judicial proceedings) and (iii)
pursue any remedy available to it under this Agreement or any other Loan
Document, or under any other document, instrument or agreement executed by
Borrower in favor of Bank, or available at law or in equity.
ARTICLE VII - MISCELLANEOUS
SECTION 7.1. NO WAIVERS. No delay or failure on the part of Bank in the
exercise of any right, power or privilege granted under this Agreement or the
Note, or available at law or in equity, shall impair any such right, power or
privilege or be construed as a waiver by Bank of any Event of Default or any
acquiescence therein. No single or partial exercise by Bank of any such right,
power or privilege shall preclude the further exercise by Bank of such right,
power or privilege. No waiver shall be valid against Bank unless made in writing
and signed by Bank, and then only to the extent expressly specified therein.
SECTION 7.2. NOTICES. All notices and communications provided for
hereunder shall be in writing, delivered by hand or sent by first-class,
registered or certified mail, postage prepaid, or by telefax, to the following
addresses:
If to Bank: SunTrust Bank, East Tennessee, N.A.
0000 Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: Corporate Banking Department, X. X. Xxxxxxxxx III
Fax: (000) 000-0000
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If to Borrower: CTI, Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, Chief Financial Officer
Fax: (000) 000-0000
Either Borrower or Bank, or both, may change its address for notice purposes by
sending notice to the other party in the manner provided herein.
SECTION 7.3. GOVERNING LAW. This Agreement and all other Loan Documents
(except as may otherwise be expressed stated therein such other Loan Documents)
shall be governed by and interpreted in accordance with the laws of the State of
Tennessee without regard to conflicts of law principles.
SECTION 7.4. SURVIVABILITY. All representations and warranties
contained in this Agreement or made or furnished on behalf of Borrower in
connection herewith shall survive the execution and delivery of this Agreement.
Further, all covenants set forth in Articles IV and V herein shall survive the
termination of the Revolving Credit Agreement and therefore apply at all times
to this Agreement, except to the extent the same may be modified under the
Revolving Credit Agreement or, in the event of termination of the Revolving
Credit Agreement, except to the extent the same may be modified from time to
time hereunder.
SECTION 7.5. SUCCESSORS AND ASSIGNS. This Agreement and all other
Loan Documents shall bind and inure to the benefit of Borrower and Bank, and
their respective successors and assigns; provided, however, Borrower shall not
have any right to assign its rights or obligations hereunder or under any other
Loan Document to any Person without the express prior written consent of the
Bank.
SECTION 7.6. TIME ESSENTIAL. Time is of the essence in interpreting and
performing this Agreement, the Note and all other Loan Documents.
SECTION 7.7. MODIFICATIONS AND AMENDMENTS. This Agreement and all other
Loan Documents may be amended or modified, and Borrower may take any action
herein or therein prohibited, or omit to perform any action required to be
performed by it, only if Borrower shall obtain the prior written consent of Bank
to such amendment, modification, action or omission to act, and no course of
dealing between Borrower and Bank shall operate as a waiver of any right, power
or privilege granted under this Agreement or any other Loan Document, or
available at law or in equity.
SECTION 7.8. RIGHTS CUMULATIVE. All rights, powers and privileges
granted hereunder shall be cumulative and shall not be exclusive of any other
rights, powers and privileges granted by the Note or any other Loan Document, or
available at law or in equity.
SECTION 7.9. RIGHTS OF SETOFF. Upon the occurrence and during the
continuation of an Event of Default, Borrower recognizes Bank's right, without
notice or demand, to apply any indebtedness due or to become due to Borrower
from Bank or any affiliate of Bank in satisfaction of any of the Obligations,
including without limitation, the right to set off against any deposits or other
cash collateral of Borrower held by Bank or any affiliate of Bank.
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SECTION 7.10. WAIVER OF JURY TRIAL. BORROWER AND BANK HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT, THE NOTE (OR ANY OBLIGATION AS SUCH TERM IS
DEFINED HEREIN) OR ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF BORROWER OR BANK. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR BANK ENTERING INTO THIS AGREEMENT AND
MAKING THE LOAN.
SECTION 7.11. INTEREST RATE PROTECTION ARRANGEMENTS. In connection with
this Agreement, the Bank (or any affiliate of Bank) and Borrower may agree to
enter into certain interest rate protection arrangements from time to time,
including without limitation, interest rate swap, cap, collar and other hedging
arrangements, pursuant to separate written agreement (collectively, the
"Interest Rate Protection Arrangements"), and such Interest Rate Protection
Arrangements shall be mutually acceptable to Bank (or any such affiliate of Bank
underwriting such Interest Rate Protection Arrangements) and Borrower, and
Borrower's obligations under such Interest Rate Protection Arrangements shall be
deemed part of the Obligations and secured by the collateral pledged under the
Deed of Trust.
ARTICLE VIII - DEFINED TERMS
For purposes of this Agreement, the following capitalized terms shall
have the meanings set forth below:
"Base Rate" means, with respect to the Loan having the Base Rate as its
type of base interest rate, the interest rate publicly announced from time to
time by Bank as its base rate, and is not necessarily the lowest rate at which
Bank extends credit to borrowers. Changes in the Base Rate shall be effective on
the date of such change without prior notice to Borrower.
"Business Day" means a day other than Saturday, Sunday or a holiday and
on which the Bank is open for business.
"Closing Date" means January 13, 2000 or such later date as agreed to
by Bank and Borrower.
"Deed of Trust" means the Deed of Trust, Security Agreement, Fixture
Filing and Assignment of Rents and Leases dated as of the date hereof made by
Borrower to an individual trustee for the benefit of the Bank, and all
amendments, modifications and restatements thereof.
"Default Rate" means the Base Rate plus four percent (4.0%) per annum.
"Estoppel Agreement" means the Tenant Estoppel and Attornment
Agreement dated as of the date hereof made by CTI PET Systems, Inc., lessee
under the PET Systems Lease, in favor of the Bank, as the same may be amended,
modified or restated from time to time.
"Fixed Rate" means eight and 15/100ths percent (8.15%) per annum.
"GAAP" means generally accepted accounting principles.
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"Interest Rate Protection Arrangements" has the meaning set forth in
Section 7.11.
"Loan Documents" means collectively, this Agreement, the Note, the
Deed of Trust, the Estoppel Agreement, the Title Policy, and all such other
documents, instruments and certificates executed by Borrower in connection
therewith, as the same may be modified, amended, restated or supplemented from
time to time.
"Obligations" means collectively all of Borrower's payment and
performance obligations and liabilities under any and all Loan Documents and
under any such other documents, instruments, notes or agreements now or
hereafter existing executed by Borrower in favor of Bank (or any affiliate of
Bank), whether now or hereafter existing, matured or unmatured, joint or several
or joint and several, direct or indirect and absolute or contingent (including
without limitation any and all obligations under any Interest Rate Protection
Arrangements entered into from time to time by Borrower and Bank (or any
affiliate of Bank)).
"Organizational Documents" means the charter, articles of
incorporation, shareholders' agreements and bylaws, or articles of organization
and operating agreement, as applicable.
"Person" means an individual, corporation, partnership, limited
liability company, trust, joint venture, proprietorship, unincorporated
organization or a government or any agency, authority or political subdivision
thereof.
"PET Systems Lease" means the lease agreement by and between the
Borrower as lessor and CTI PET Systems, Inc. as lessee relating to the Property,
as the same may be amended, modified or restated from time to time.
"Property" means the real property and improvements to be acquired by
Borrower and located at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000,
which shall be encumbered by the Deed of Trust.
"Revolving Credit Agreement" means the Amended and Restated Credit
Agreement dated as of June 30, 1999 by and among the Borrower, CTI Pet Systems,
Inc. and CTI Services, Inc. as borrowers and the Bank as lender, as the same may
be modified, amended or restated from time to time.
"Title Company" means the title insurance company/agent engaged to
prepare and deliver the Title Policy, and until further notice, shall be
Tennessee Valley Title Insurance Company, Knoxville, Tennessee.
"Title Policy" means the title insurance policy insuring the lien of
the Deed of Trust on the Property and issued by the Title Company in favor of
the Bank pursuant to Title Commitment No. C64579, all in a form and with such
exceptions as required by the Bank in its sole judgment, and including also any
endorsements relating thereto.
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WITNESS the hand of the parties hereto as of the date first above written.
BANK: BORROWER:
SUNTRUST BANK, EAST TENNESSEE, N.A. CTI, INC.
By: /s/ X. X. Xxxxxxxxx III By: /s/ X. X. Xxxxxxxx
--------------------------------- ----------------------------------
Name: X.X. Xxxxxxxxx III Name: X. X. Xxxxxxxx
Title: Group Vice President Title: President
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EXHIBIT A
Term Promissory Note
$4,900,000 Knoxville, Tennessee
January 13, 2000
FOR VALUE RECEIVED, CTI, INC., a Tennessee corporation (the
"Borrower"), hereby promises to pay to the order of SUNTRUST BANK, EAST
TENNESSEE, N.A., a national banking association (the "Bank"), at the office of
the Bank at 0000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000, or at such other
location as the Bank may designate from time to time, pursuant to the Loan
Agreement dated as of the date hereof by and between the Borrower and the Bank
(as amended, modified or restated, the "Loan Agreement"), in lawful money of the
United States of America, in immediately available funds, the principal amount
of FOUR MILLION NINE HUNDRED THOUSAND DOLLARS ($4,900,000) or, if less than such
principal amount, the aggregate unpaid principal amount of loan advances made by
the Bank to the Borrower under the Loan pursuant to the terms of the Loan
Agreement and Schedule 1 attached hereto and incorporated herein by reference,
and to pay interest from the date hereof on the unpaid principal amount advanced
hereof, in like money, at said office, on the dates and at the rates selected in
accordance with Article I of the Loan Agreement. Capitalized terms used herein,
but not otherwise defined herein, shall have the meanings set forth in the Loan
Agreement.
The Borrower hereby waives diligence, presentment, demand, protest and
notice of any kind whatsoever. The nonexercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.
All borrowings evidenced by this Note and all payments of the principal
hereof and interest hereon and the respective dates thereof shall be evidenced
by the books and records of the Bank.
This Note is the Note referred to in the Loan Agreement which, among
other things, contains provisions for the acceleration of the maturity hereof
upon the happening of certain events, for optional prepayment of the principal
hereof prior to the Maturity Date, and for the amendment or waiver of certain
provisions of the Loan Agreement, all upon the terms and conditions therein
specified. This Note shall be construed in accordance with and governed by the
laws of the State of Tennessee without regard to conflicts of law principles.
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IN WITNESS WHEREOF, this Note has been duly executed by a duly
authorized representative of the Borrower as of the day and year first above
written.
CTI, INC.
By:
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Name:
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Title:
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