TERM NOTE
Springfield, Illinois
As of May 8, 1996 $8,900,000.00
FOR VALUE RECEIVED, the undersigned, FIRST COMMONWEALTH
CORPORATION, a Virginia corporation (herein called "Maker"),
promises to pay to the order of FIRST OF AMERICA BANK-ILLINOIS,
N.A. (herein called "Payee," which term herein in every instance
shall refer to any owner or holder of this note) the sum of EIGHT
MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($8,900,000.00),
together with interest on the principal hereof from time to time
outstanding from the date of advancement until maturity, at the
per annum rate hereinafter stated, said principal and interest
being payable in lawful money of the United States of America at
the banking office quarters of the Payee at One Old Capital Plaza
North, Springfield, Illinois 62794-9268, or at such other place
as Payee may designate hereafter in writing.
The principal balance hereof advanced and from time to time
remaining unpaid shall bear interest during each day of the term
of the loan evidenced hereby at a variable per annum rate equal
to the lesser of (a) a per annum rate that is equal to the sum
(herein called the "Basic Rate") of (i) nine-sixteenths of one
percent (9/16%) plus (ii) the Base Rate. "Base Rate" means the
floating daily, variable rate of interest determined and
announced by the Bank from time to time as its "Base Lending
Rate" (without reference to prime or base rate of any other
financial institution) which rate may not necessarily be the
lowest rate of interest charged by the Bank to any of its
customers. The Bank's Base Rate is an "Index" and the actual
rate charged to any borrower for a specific loan may be above or
below that "Index". The Basic Rate shall change when and as the
"Base Rate" shall change, effective on the date of such change or
(b) the Maximum Rate (hereinafter defined). Notwithstanding the
foregoing, if at any time the Basic Rate shall exceed the Maximum
Rate and thereafter the Basic Rate shall become less than the
Maximum Rate, the rate of interest payable hereunder shall be the
Maximum Rate until the Payee shall have received the amount of
interest it otherwise would have received if the interest payable
hereunder had not been limited by the Maximum Rate during the
period of time the Basic Rate exceeded the Maximum Rate.
All past due principal and interest of this note, whether
due as the result of acceleration of maturity or otherwise, shall
bear interest at the lesser of (1) a rate that is five percentage
points above the Base Rate, as it varies, or (2) the maximum
lawful rate of interest permitted by the applicable laws, now or
hereafter enacted, which interest rate (herein called the
"Maximum Rate") shall change when and as said laws shall change
to the extent permitted by said laws, effective on the day such
change in said laws becomes effective, from the date the payment
thereof shall have become due until the same have been fully
discharged by payment.
Interest on the principal balance of this note advanced and
from time to time outstanding shall be due and payable in
quarter-annual installments as it accrues, the first such
installment of interest to be due and payable three (3) months
from the date hereof and a subsequent
installment of interest to be due and payable on the same day
of each succeeding third calendar month thereafter until May
8, 2005, when the then remaining unpaid principal balance
hereof and all accrued unpaid interest thereon shall be due and
payable in full.
The principal balance of the Note shall be due and payable
as follows: (i) an installment of principal in the amount of
$1,000,000 shall be due and payable on May 8, 1997, and (ii)
installments of principal in the amount of $1,000,000 shall be
payable on May 8 of each year thereafter until May 8, 2005, when
the then remaining unpaid balance of principal of the Note and
all accrued unpaid interest thereon shall be due and payable in
full.
Any other provisions of this Note or the Credit Documents
notwithstanding, and subject to the limitations provided below,
the Payee may require payment in full of this Note pursuant to
the Call Option provided in the Credit Agreement, as defined
below.
This note is issued pursuant to that certain Credit
Agreement of even date herewith (the "Credit Agreement"), by and
between Maker and the Payee. This Note is entitled to all the
benefits of the Credit Agreement, is secured as provided in the
Credit Agreement, and reference is hereby made to the Credit
Agreement for certain rights as to the prepayment and the
acceleration of the maturity hereof.
Except as expressly provided herein, in the Credit
Agreement, or in any of the other Credit Documents, Maker and any
and all sureties, guarantors and endorsers of this note and all
other parties now or hereafter liable hereon, severally waive
grace, demand, presentment for payment, protest, notice of any
kind (including, but not limited to, notice of dishonor, notice
of protest, notice of intention to accelerate and notice of
acceleration), all other formalities of any kind and diligence in
collecting and bringing suit against any party hereto, and agree
(a) to all extensions and partial payments, with or without
notice, before or after maturity, (b) to any substitution,
exchange or release of any security now or hereafter given for
this note, (c) to the release of any party primarily or
secondarily liable hereon, and (d) that it will not be necessary
for Payee, in order to enforce payment of this note, to first
institute or exhaust Payee's remedies against Maker or any other
party liable therefor or against any security for this note.
This note shall be governed by and construed under the laws
of the State of Illinois and applicable federal law.
Any check, draft, money order or other instrument given in
payment of all or any portion hereof may be accepted by Payee and
handled in collection in the customary manner, but the same shall
not constitute payment hereunder or diminish any rights of Payee
except to the extent that actual cash proceeds of such instrument
are unconditionally received by Payee.
Maker represents and warrants to Payee and to all other
owners and holders of any indebtedness evidenced hereby that the
loan evidenced by this note is for business, commercial,
investment or other similar purpose and not primarily for
personal, family, household or
agricultural use, as such terms are used or defined in Regulation
Z promulgated by the Board of Governors of the Federal Reserve
System and under Title I and V of the Consumer Credit Protection
Act.
FIRST COMMONWEALTH CORPORATION,
a Virginia corporation
James E. Melville
Attest: By:____________________________________
James E. Melville
Its: Senior Executive Vice President
George E. Francis
______________________________
George E. Francis, Secretary
rfm\foa-ill\first.cmw\exhibitC.cln