MASTER NOTE
Chattanooga, Tennessee
June 6, 1998
FOR VALUE RECEIVED, the undersigned (jointly and severally, if more than one)
promise(s) to pay to the order of First Tennessee Bank National Association
(hereinafter referred to as the "Bank") at any lending office in the state
mentioned above or at such other place as the holder hereof may designate in
writing, in current local funds, the sum of up to Two Hundred Thousand Dollars
($200,000.00), or so much thereof as may be advanced hereunder prior to
maturity, together with interest on the unpaid principal balance from day-to-
day remaining, computed from the day of advance until maturity at the following
rate:
___ FIXED RATE: _________% per annum.
_X_ VARIABLE RATE: A variable rate per annum ("Variable Rate")
which shall be equal to the lesser of (a) the maximum rate of
interest ("Maximum Rate") which Bank may lawfully charge, or
(b) a rate which is 0% per annum higher than the base commercial
rate of interest ("Base Rate") established from time to time by
Bank. Each change in the Variable Rate which results from a
change in the Maximum Rate shall become effective, without
notice to the undersigned, on the same date that the Maximum
Rate changes. Each change in the Variable Rate which results
from a change in the Base Rate shall become effective, without
notice to the undersigned, on __X__ the same date that the Base
Rate changes; ____ the first day of the calendar month following
any change in the Base Rate; ____ the first day of the calendar
quarter following any change in the Base Rate; ____ other
___________________________________________________________.
The Base Rate is one of several interest rate indices employed
by the Bank. The undersigned acknowledge(s) that the Bank has
made, and may hereafter make, loans bearing interest at rates
which are higher or lower than the Base Rate.
Such principal and interest shall be payable as shown below:
_X_ SINGLE PRINCIPAL PAYMENT: One single principal payment of the
balance, due on August 15, 1998 plus interest payable
_X_ at maturity.
___ beginning ______________________________, 19_____ and
continuing on the same day of each successive ____
monthly or ____ quarterly calendar period, except that
the final interest installment shall be payable on the
date the principal is due.
___ OTHER: ________________________________________________________
_______________________________________________________________
SECURITY: Except as otherwise provided herein, as of the date hereof;
___ This Note is secured by a mortgage(s) or deed(s) of trust dated
_________________________________________________________
___ This Note is secured by a security agreement(s) dated: ________
_______________________________________________________________
COMMITMENT FEE: The undersigned agrees to pay an annual loan fee of
$0.00, due and payable at the time of execution of this Note, and each
year thereafter on the anniversary date thereof.
OTHER TERMS AND CONDITIONS: Unless otherwise provided herein, all payments
shall be applied first to pay the accrued interest to date on the unpaid
balance and next to the unpaid principal of the indebtedness.
THE UNDERSIGNED JOINTLY AND SEVERALLY WAIVE(S) ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT
OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED (OR WHICH
MAY IN THE FUTURE BE DELIVERED) IN CONNECTION HEREWITH OR ARISING FROM ANY
BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT. THE
UNDERSIGNED AGREE(S) THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.
UNITY NATIONAL BANK (IN ORGANIZATION)
/s/ Dona W. Knowles /s/ Michael L. McPherson
Dona W. Knowles, Vice President Michael L. McPherson, President
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