TERM NOTE
EXHIBIT 10.2
| November 6, 2008 | ||
U.S. $1,522,400.00
|
Oakwood, Georgia |
FOR VALUE RECEIVED, the undersigned, HOME FEDERAL HOLDINGS CORPORATION, a Georgia corporation
(“Borrower”), hereby promises to pay to the order of PEOPLES STATE BANK OF COMMERCE, a bank
organized under the laws of the State of Tennessee (together with any subsequent holder hereof,
called “Lender”), the principal sum of ONE MILLION FIVE HUNDRED TWENTY-TWO THOUSAND FOUR HUNDRED
AND NO/100 DOLLARS ($1,522,400.00), or such lesser sum as may constitute the principal balance of
the Term Loan outstanding pursuant to the terms of the Loan Agreement dated November 6, 2008,
between Borrower and Lender (as amended or restated from time to time, the “Loan Agreement”), on
the date on which such outstanding principal amounts become due and payable pursuant to Section 1.2
of the Loan Agreement in strict accordance with the terms thereof. Borrower likewise
unconditionally promises to pay to Lender interest from and after the date hereof on the principal
amount of the Term Loan outstanding at such interest rates, payable at such times and computed in
such manner as are specified in Sections 1.2 and 1.5 of the Loan Agreement, in strict accordance
with the terms thereof.
This Term Note (this “Note”) is issued pursuant to, and is the Term Note referred to in, the
Loan Agreement. Capitalized terms used in this Note, unless otherwise defined herein, shall have
the meanings ascribed to such terms in the Loan Agreement. Lender is and shall be entitled to all
benefits and security of the Loan Agreement and of all other Loan Documents.
Upon or after the occurrence of an Event of Default and for so long as such Event of Default
exists, the principal balance and all accrued interest of this Note may be declared (or shall
become) due and payable in the manner and with the effect provided in the Loan Agreement, and the
unpaid principal balance hereof shall bear interest at the Default Rate as and when provided in the
Loan Agreement. If this Note is collected by or through an attorney at law, then Borrower shall be
obligated to pay, in addition to the principal balance of and accrued interest on this Note, all
costs of collection, including, without limitation, reasonable attorneys’ fees.
In no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof
or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance or
detention of money advanced under the Loan Agreement exceed the highest lawful rate permissible
under any law which a court of competent jurisdiction may deem applicable hereto; and, in the event
of any such payment inadvertently paid by Borrower or inadvertently received by Lender, such excess
sum shall be, at Borrower’s option, returned to Borrower forthwith or credited as a payment of
principal, but shall not be applied to the payment of interest. It is the intent hereof that
Borrower not pay or contract to pay, and that Lender not receive or contract to receive, directly
or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrower
under applicable law.
Time is of the essence of this Note. To the fullest extent permitted by applicable law,
Borrower, for itself and its legal representatives, successors and assigns, expressly waives
presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice
of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the
benefit of any exemption or insolvency laws.
Wherever possible each provision of this Note shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of this Note shall be prohibited or
invalid under applicable law, such provision shall be ineffective to the extent of such prohibition
or invalidity without invalidating the remainder of such provision or remaining provisions of this
Note. No delay or failure on the
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part of Lender in the exercise of any right or remedy hereunder shall operate as a waiver
thereof, nor as acquiescence in any default, nor shall any single or partial exercise by Lender of
any right or remedy preclude any other right or remedy. Xxxxxxxx agrees that, without releasing or
impairing Xxxxxxxx’s liability hereunder, Xxxxxx may at any time release any party primarily or
secondarily liable for the indebtedness evidenced by this Note.
The rights of Xxxxxx and obligations of Borrower hereunder shall be construed in accordance
with and governed by the laws (without giving effect to the conflict of law principles thereof) of
the State of Georgia. This Note is intended to take effect as an instrument under seal under
Georgia law.
IN WITNESS WHEREOF, Xxxxxxxx has caused this Note to be executed under seal and delivered by
its duly authorized officers on the date first above written.
| HOME FEDERAL HOLDINGS
CORPORATION (“Borrower”) |
||||
ATTEST:
|
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By: /s/ Xxxxx X. Xxxxx
|
By: /s/ Xxxxx X. XxXxxxxx | |||
Name: Xxxxx X. Xxxxx
|
Name: Xxxxx X. XxXxxxxx | |||
Title: Secretary
|
Title: President | |||
[CORPORATE SEAL]
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