EXHIBIT 31
Wachovia Bank Maturity Master Note WACHOVIA
of Georgia, N.A. Non Revolving
FOR VALUE RECEIVED, _______________________________________ (hereinafter
called the "Borrower"), hereby promises to pay on _______________, 19__ to the
order of WACHOVIA BANK OF GEORGIA, N.A., (hereinafter called the "Lender"), the
principal sum of $________________ or so much thereof as may be outstanding
under the Line of Credit as hereinafter defined, to be opened pursuant to the
terms of this Note, at the principal office of Lender in Atlanta, Georgia, or
such other place as Lender may direct in writing, in legal tender of the United
States, with interest thereon from the date of advance until paid at the rate
hereinafter set forth:
[COMPLETE APPLICABLE PARAGRAPH]
Interest shall accrue at the rate of _____% per annum.
or
Interest shall accrue at the rate per annum of ____% in excess of the Prime
Rate. For purposes of this Note the term "Prime Rate" refers to that
interest rate so denominated and set by the Lender from time to time as an
interest rate basis for borrowings. The Prime Rate is one of several
interest rate bases used by the Lender. The Lender lends at interest rates
above and below the Prime Rate. The rate of interest on this Note shall
change each time the Prime Rate changes, on the date on which the change in
the Prime Rate is effective.
On the date hereof, the rate of interest on this Note, expressed in simple
interest terms, is ____% per annum. Interest shall be due and payable
____________________, in arrears, commencing on ____________, 19__ and
continuing on the ______ day of each ________________ consecutive calendar month
thereafter.
Notwithstanding the foregoing, after final maturity or earlier acceleration of
this Note, interest on the unpaid balance of this Note shall accrue and be
payable on demand at the rate per annum equal to 150% of the interest rate that
would have been otherwise applicable to this Note if it had not so matured or
been accelerated. Interest shall be computed daily on the outstanding principal
amount of this Note on the basis of a year of 360 days and paid for the actual
number of days elapsed (including the first but excluding the last). At
Borrower's election, Xxxxxxxx may prepay this Note in whole or in part at any
time. All partial prepayments will be applied first to accrued but unpaid
interest and any excess shall be applied to the unpaid principal.
Borrower has paid Lender a non-refundable fully earned fee of
__________________.
Upon execution of this Note, a line of credit (the "Line of Credit") shall be
opened by Lender so that so long as an event of default (as hereinafter defined)
does not exist, Borrower may borrow from time to time up to the maximum
aggregate principal amount outstanding of ______________ Dollars ($___________).
In the event Borrower shall prepay or repay any amounts borrowed hereunder such
amounts cannot be reborrowed. Advances to Borrower under the Line of Credit
shall be evidenced by this Note. Xxxxxx, at its sole discretion, is hereby
authorized to make advances under this Note upon telephonic communication of the
borrowing request from any person representing himself or herself to be Borrower
or in the event Borrower is a partnership or corporation, a duly authorized
officer or representative of Xxxxxxxx. Each such telephonic request for
borrowing shall be confirmed by Borrower in a writing delivered to Lender no
later than five (5) days after such telephonic request; provided, however, that
the absence of such written confirmation shall in no way diminish Borrower's
liability to repay such advance. Each advance hereunder shall be made by means
of a credit to Xxxxxxxx's account with Xxxxxx.
Xxxxxxxx understand and agrees that the commitment of Xxxxxx hereunder shall be
subject to review by Xxxxxx from time to time and Lender may, with or without
cause and without notice to Borrower, terminate the Line of Credit and refuse
any request of Borrower for further advances pursuant thereto.
To secure the indebtedness evidenced by this Note, together with any extensions
or renewals thereof, in whole or in part, as well as all other indebtedness,
obligations and liabilities of Borrower to Lender, now existing or hereafter
incurred or arising (hereinafter sometimes referred to collectively as the
"Obligations"), Borrower does hereby grant to Lender a security interest in and
security title to, the following described property:
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now owned or hereafter acquired or arising, together with any and all additions
and accessions thereto or replacements thereof, returned or unearned premiums
from any insurance written in connection with this Note and any products and/or
proceeds of any of the foregoing. However, Lender does not have a security
interest in any goods acquired by Borrower for personal, family or household
purposes more than 10 days after the date of this Note, unless such goods are
added to or attached to the Collateral (as hereinafter defined).
In addition, Borrower hereby grants to Lender a security interest in and
security title to (i) all other property of Borrower of every kind or
description now or hereafter in the possession or control of Lender for any
reason, including, without limitation, all cash, stock or other dividends and
all proceeds thereof, and all rights to subscribe for securities incident
thereto and any substitutions or replacements for, or other rights in connection
with, any of the Collateral and (ii) any balance or deposit accounts of
Borrower, whether such accounts be general or special, or individual or multiple
party, and upon all drafts, notes, or other items deposited for collection by
Borrower with Xxxxxx, and Lender may at any time, without demand or notice
appropriate and apply any of such to the payment of any of the Obligations,
whether or not due. All property described in this paragraph and the one above
in which Xxxxxxxx has granted to Xxxxxx a security interest or security title
hereunder is hereinafter collectively referred to as the "Collateral".
If at any time the Collateral described above or hereafter pledged as security
for any of the Obligations, shall be or become unsatisfactory to Lender or
should Lender deem itself insecure, Borrower will immediately furnish such
further Collateral to be held by Lender as if originally pledged hereunder or
make such payment on account as will be satisfactory to Lender.
Upon (i) any failure of any Obligor (which term shall include each Borrower,
endorser, surety or guarantor of this Note) to perform any agreement or promise
hereunder or to pay any Obligation whatsoever to Lender when due; (ii) any
warranty, representation or statement made or furnished to Lender by or on
behalf of Borrower in connection with the extension of credit evidenced by this
Note proving to have been false in any material respect when made or furnished;
(iii) any loss, theft, substantial damage, destruction, sale, foreclosure or
encumbrance to or of any of the Collateral, or the making of any levy, seizure
or attachment thereof or thereon or the rendering of any judgment or lien or
garnishment or attachment against any Obligor or his property, whether actual or
threatened; (iv) the death, dissolution, termination of existence, insolvency,
business failure, appointment of a receiver of any part of the property of,
assignment for the benefit of creditors by, or the commencement of any
proceeding under any bankruptcy or insolvency laws, state or federal, by or
against Borrower or any other Obligor; (v) any discontinuance or termination of
any guaranty of any of the Obligations by a guarantor; or (vi) Lender deeming
itself insecure or the Collateral in danger of misuse, misappropriation or
confiscation (the events described in (i) through (vi) may be referred to herein
as event(s) of default; Lender's obligation to extend financing under the Line
of Credit shall immediately cease and upon the occurrence of any event of
default, or at any time thereafter (such event of default not having been
previously cured), Lender at its option may declare all of the Obligations to be
immediately due and payable, all without notice or demand. Upon the occurrence
of any event of default, or at any time thereafter (such event of default not
having been previously cured), in addition to and independent of the right to
accelerate the maturity of this Note and any other rights of Lender under this
Note or any other agreement with Borrower, Lender shall have the remedies of a
secured party under the
2
Uniform Commercial Code of Georgia, as amended from time to time (the "Code"),
including without limitation thereto, the right to take possession of the
Collateral, or the proceeds thereof and to sell or otherwise dispose thereof,
and for this purpose, to sign in the name of Borrower any transfer, conveyance
or instrument necessary or appropriate in order for Lender to sell or dispose of
any of the Collateral, and Lender may, so far as Borrower can give authority
therefor, enter upon the premises on which the Collateral or any part thereof
may be situated and remove the same therefrom, without being liable in any way
to Borrower on account of entering any premises. Lender may require Borrower to
assemble the Collateral and make the Collateral available to Lender at a place
to be designated by Lender which is reasonably convenient to both parties. The
right is expressly granted to Lender to transfer at any time to itself or its
nominee any Collateral held hereunder and to receive the income therefrom and
hold the same as security herefor, or to apply it to any of the Obligations.
Unless the Collateral is perishable or threatens to decline speedily in value or
is of a type customarily sold on a recognized market, Lender shall give Borrower
written notice of the time and place of any public sale thereof or of the time
after which any private sale or other intended disposition thereof is to be
made. The requirement of sending reasonable notice shall be met if such notice
is mailed, postage prepaid, or otherwise given, to Borrower at the last address
shown on Xxxxxx's records at least five days before such disposition.
If Lender endeavors to collect all or any portion of the indebtedness evidenced
by this Note by or through an attorney-at-law, Borrower shall pay to Lender (i)
attorneys' fees in an amount equal to 15% of the principal and interest unpaid
on this Note and (ii) all costs of collection.
The rights of Lender specified herein shall be in addition to, and not in
limitation of Lender's rights under the Code, or any other statute or rules of
law conferring rights similar to those conferred by the Code, and under the
provisions of any other instrument executed by Borrower to Lender, and any
rights or remedies of Lender may be exercised or taken in any order or sequence
whatsoever, at the sole option of Lender.
The security agreement set forth herein and the security interest in the
Collateral created hereby shall only terminate when all of the Obligations have
been paid in full. No waiver by Lender of any default shall be effective unless
in writing nor operate as a waiver of any other default or of the same default
on a future occasion. All rights of Lender hereunder shall inure to the benefit
of its successors and assigns, and all Obligations of Borrower shall bind the
heirs, legal representatives, successors and assigns of Xxxxxxxx.
Each Obligor hereby severally waives presentment, demand, protest and notice of
demand and dishonor, protect and non-payment, and any other notice required by
law relative hereto which may be so waived and any and all rights Borrower may
have to notice prior to seizure of personal property by the Lender having an
interest in such property of Borrower. Each Obligor agrees that (i) this Note
may be renewed or extended, (ii) any other Obligor may be released by Lender
from liability, (iii) any Collateral may be released or substituted or reduced,
(iv) Lender may compromise or receive less than the amount due on any
Collateral, (v) Lender may grant any other indulgence to any other Obligor
without notice to Obligor, and (vi) Lender may proceed against any Obligor
without first proceeding against Borrower or any other Obligor, or against any
Collateral, all without affecting Obligor's liability to Lender.
This Note, and the rights and obligations of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of Georgia.
As used herein, the term "Borrower" shall mean each of the undersigned, jointly
and severally.
3
IN WITNESS WHEREOF, Xxxxxxxx has caused this Note to be signed and sealed this
day of , 19 .
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If Borrower is a corporation:
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Name of Corporation
By:
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Title:
[CORPORATE SEAL]
Attest:
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Sec./Asst. Sec.
If Borrower is a partnership:
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Name of Partnership [SEAL]
By:
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General Partner
By:
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General Partner
If Borrower is an individual/sole
proprietor:
[SEAL]
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Borrower's Social Security Number Signature
[SEAL]
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Borrower's Social Security Number Signature
