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EXHIBIT 99.2
UNSECURED INSTALLMENT NOTE
NON-NEGOTIABLE
$1,768,750.00 Atlanta, Georgia
December 21, 2000
The undersigned (the "Undersigned"), for value received, promises to pay
to the order of Anita, Ltd., a corporation organized under the laws of the
British Virgin Islands (the "Noteholder"), at such location as is designated
by the Noteholder, the principal sum of One Million Seven Hundred and Sixty
Eight Thousand Seven Hundred and Fifty and No/100 Dollars ($1,768,750.00)
(the "Principal Sum") pursuant to that certain Settlement Agreement and
Mutual Releases entered into by Tekgraf, Inc., Anita, Ltd., Micro
Environments, L.L.C., and Phillip C. Aginsky on December 21, 2000.
The Undersigned shall pay the Principal Sum, in lawful money of the
United States of America, to the Noteholder in the following installment
amounts and on the following installment dates: $925,000.00 on March 15,
2001; $96,428.57 on April 16, 2001; $96,428.57 on May 15, 2001; $96,428.57 on
June 15, 2001; $96,428.57 on July 16, 2001; $96,428.57 on August 15, 2001;
$96,428.57 on September 14, 2001; $96,428.58 on October 15, 2001; $96,430.50
on November 15, 2001; and a final installment of $72,319.50 on December 14,
2001 (each, an "Installment"; collectively, the "Installments"). Each
Installment shall be made by a certified or bank check of immediately
available funds payable to "Anita, Ltd."
Except as hereinafter provided, the Undersigned's liabilities and
obligations to the Noteholder under this Unsecured Installment Note (the
"Note") shall not bear interest. The failure to pay any Installment when due
and payable shall constitute an event of default ("Event of Default") by the
Undersigned under this Note and under that certain Settlement Agreement and
Mutual Releases entered into by Tekgraf, Inc., Anita, Ltd., Micro
Environments, L.L.C., and Phillip C. Aginsky on December 21, 2000. Upon an
Event of Default, interest shall accrue on all remaining Installments (after
giving effect to any acceleration of Installments) from the date of such
Event of Default until paid at a rate of interest equal to the Prime Rate
(defined below) plus two percent (2%). "Prime Rate" means the domestic Prime
Rate as reported in the Money Rate Section of THE WALL STREET JOURNAL. If the
"Wall Street Journal Prime Rate" is not available on the relevant day, the
"Wall Street Journal Prime Rate" available on the next business day shall be
used. Changes in the interest rate resulting from a change in the "Wall
Street Journal Prime Rate" shall take effect on the date announced in
THE WALL STREET JOURNAL.
This Note may be prepaid in whole or in part at any time or from time to
time without penalty to the Undersigned.
This Note may not be assigned by the Noteholder without the written
consent of the Undersigned.
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Upon an Event of Default hereunder, all unpaid Installments shall become
due and payable immediately without notice or demand to the Undersigned and
may be collected forthwith, regardless of the stipulated date of maturity.
Time is of the essence of this Note. The Undersigned agrees to pay all costs
and expenses of collection of the indebtedness evidenced by this Note which,
in the event that this Note or any part thereof shall be collected by or
through an attorney-at-law, shall include, but not be limited to, five
percent (5%) of the amount due (including principal and interest) as
attorneys' fees, and other legal and court costs. No failure to accelerate
the debt evidenced hereby by reason of default hereunder, acceptance of a
past due Installment, or indulgences granted from time to time shall be
construed (i) as a novation of this Note or as a reinstatement of the
indebtedness evidenced hereby or as a waiver of such right of acceleration or
of the right of the Noteholder thereafter to insist upon strict compliance
with the terms of this Note, or (ii) to prevent the exercise of such right of
acceleration or any other right granted hereunder or by the laws of the State
of Georgia; and the Undersigned hereby expressly waives the benefit of any
statute or rule of law or equity now provided, or which may hereafter be
provided, which would produce a result contrary to or in conflict with the
foregoing. No extension of the time for the payment of this Note or any
Installment due hereunder, made by agreement with any person now or hereafter
liable for the payment of this Note, shall operate to release, discharge,
modify, change or affect the original liability of the Undersigned under this
Note, either in whole or in part, unless the Noteholder agrees otherwise in
writing. This Note may not be changed orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.
This Note shall be governed by and construed in accordance with the laws
of the State of Georgia, without regard to the conflicts of law rules of such
state. Wherever possible, each provision of this Note shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited by or invalid under such law, such
provision shall be severable, and be ineffective to the extent of such
prohibition or invalidity, without invalidating the remaining provisions of
this Note.
TEKGRAF, INC.
By: /s/ Thomas M. Mason
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Name: Thomas M. Mason
Title: Chief Financial Officer
