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EXHIBIT 10.3
PROMISSORY NOTE
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PRINCIPAL LOAN DATE MATURITY LOAN NO. CALL COLLATERAL ACCOUNT OFFICER INITIALS
$500,000.00 11-09-2000 11-09-2001 JSM
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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: SWEETWATER FINANCIAL GROUP, INC. LENDER: THE BANKERS BANK
000 XXX XXXXX XXXXX 0000 XXXXX XXXXX XXXX
XXXXXX XXXXXXX, XX 00000 000 XXXXX XXXXXX
XXXXXXX, XX 00000
PRINCIPAL AMOUNT: $500,000.00 INITIAL RATE: 9.000% DATE OF NOTE: NOVEMBER 9, 2000
PROMISE TO PAY. SWEETWATER FINANCIAL GROUP, INC. ("Borrower") promises to pay to
The Bankers Bank ("Lender"), of order, in lawful money of the United States of
America, the principal amount of Five Hundred Thousand & 00/100 Dollars
($500,000.00), together with interest on the unpaid principal balance from
November 9, 2000, until paid in full.
PAYMENT. Borrower will pay this loan in one principal payment of $500,000.00
plus interest on November 9, 2001. This payment due November 9, 2001, will be
for all principal and accrued interest not yet paid. In addition, Borrower will
pay regular monthly payments of all accrued unpaid interest due as of each
payment date, beginning December 9, 2000, with all subsequent interest payments
to be due on the same day of each month after that. 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 rate on this Note is subject to change from
time to time based on changes in an index which is the Prime rate as published
in the Money Rates section of the Wall Street Journal. (the "Index"). If two or
more rates exist, then the highest rate will prevail. 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 day. 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 of 0.500 percentage points under the Index, resulting in an initial
annual rate of simple interest of 9.000%. NOTICE: Under no circumstances will
the interest rate on this Note be more than the maximum rate allowed by
applicable law.
PREPAYMENT. Borrower 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 Xxxxxxxx of Xxxxxxxx's obligation to continue to make payments
under the payment schedule. Rather, they will reduce the principal balance due.
LATE CHARGE. It a payment is 15 days or more late, Borrower will be charged
$100.00.
DEFAULT. Borrower will be in default it any of the following happens: (a)
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 of on Xxxxxxxx's behalf is false or misleading in any material
respect either now or at the time made or furnished. (x) 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.
(e) 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
Xxxxxxxx's accounts with Xxxxxx. (f) Any guarantor dies or any of the other
events described in this default section occurs with respect to any
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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.
It any default, other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same provision of this Note within
the preceding twelve (12) months, it may be cured (and no event of default will
have occurred) it Borrower, after receiving written notice from Lender demanding
cure of such default: (a) cures the default within fifteen (15) days; or (b) if
the cure requires more than fifteen (15) days, immediately initiates steps which
Lender deems in Xxxxxx's sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps
sufficient to produce compliance as soon as reasonably practical.
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. Upon default, including failure
to pay upon final maturity, Lender, at its option, may also, it permitted under
applicable law, increase the variable interest rate on this Note 3.000
percentage points. 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 Borrower does not pay. Xxxxxxxx also will pay Lender that amount. This
includes, subject to any limits under applicable law, Xxxxxx's, costs of
collection, including court costs and fifteen percent (15%) of the principal
plus accrued interest as attorneys' fees, if any sums owing under this Note are
collected by of through an attorney-at-law, whether or not there is a lawsuit,
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, 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 Lender in the State of
Georgia. Subject to the provisions on arbitration, this Note shall be governed
by and construed in accordance with the laws of the State of Georgia.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of twenty dollars
($20.00) or five percent (5%) of face amount of the check, whichever is greater,
if Borrower makes a payment on Borrower's loan and the check or preauthorized
charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory 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 all 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.
ARBITRATION. Xxxxxx and Xxxxxxxx agree that all disputes, claims and
controversies between them, whether individual, joint, or 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 any 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, laches, 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.
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ACTUAL METHOD. INTEREST WILL BE CALCULATED ON AN ACTUAL/360 DAY BASIS.
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower 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 waive any right to
require Lender to take action against any other party who signs this Note as
provided in O.C.G.A. Section 10-7-24 and 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 Lender 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.
IN WITNESS WHEREOF, THIS NOTE HAS BEEN SIGNED AND SEALED BY THE UNDERSIGNED, WHO
ACKNOWLEDGES A COMPLETED COPY HEREOF.
BORROWER:
SWEETWATER FINANCIAL GROUP, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxx (SEAL)
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XXXXXXXXXXX X. XXXXXX
LENDER:
The Bankers Bank
By:
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Authorized Officer
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