NOTE
Exhibit 10.2
$15,000,000.00 July 26, 2007
FOR VALUE RECEIVED, the undersigned AMERICAN CHURCH MORTGAGE COMPANY, a
Minnesota corporation (the "Borrower"), hereby promises to pay to KEYBANK
NATIONAL ASSOCIATION, a national banking association (the "Payee") or order, in
accordance with the terms of that certain Revolving Credit Agreement dated as of
July 26, 2007 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among the Borrower, KeyBank National
Association ("KeyBank"), for itself and as the Agent, and such other Banks as
may be from time to time named therein, to the extent not sooner paid, on or
before the Maturity Date, the principal sum of FIFTEEN MILLION and NO/100
Dollars ($15,000,000.00), or such amount as may be advanced by the Payee under
the Credit Agreement, with daily interest from the date hereof computed as
provided in the Credit Agreement, on the principal amount hereof from time to
time unpaid, at a rate per annum on each portion of the principal amount which
shall at all times be equal to the rate of interest applicable to such portion
in accordance with the Credit Agreement, and with interest on overdue principal
and, to the extent permitted by applicable law, on overdue installments of
interest and late charges, at the rates provided in the Credit Agreement (this
"Note"). Interest shall be payable on the dates specified in the Credit
Agreement, except that all accrued interest shall be paid at the stated or
accelerated maturity hereof or upon the prepayment in full hereof. Capitalized
terms used herein and not otherwise defined herein shall have the meanings set
forth in the Credit Agreement.
Payments hereunder shall be made to KeyBank, as the Agent for the Payee, at
127 Public Square, Cleveland, Ohio 44114, or at such other address as the Agent
may designate from time to time.
This Note is one of one or more Notes evidencing borrowings under and is
entitled to the benefits and subject to the provisions of the Credit Agreement.
The principal of this Note may be due and payable in whole or in part prior to
the Maturity Date and is subject to mandatory prepayment in the amounts and
under the circumstances set forth in the Credit Agreement, and may be prepaid in
whole or from time to time in part, all as set forth in the Credit Agreement.
Notwithstanding anything in this Note to the contrary, all agreements
between the undersigned Borrower and the Banks and the Agent, whether now
existing or hereafter arising and whether written or oral, are hereby limited so
that in no contingency, whether by reason of acceleration of the maturity of any
of the Obligations or otherwise, shall the interest contracted for, charged or
received by the Banks exceed the maximum amount permissible under applicable
law. If, from any circumstance whatsoever, interest would otherwise be payable
to the Banks in excess of the maximum lawful amount, the interest payable to the
Banks shall be reduced to the maximum amount permitted under applicable law; and
if from any circumstance the Banks shall ever receive anything of
value deemed interest by applicable law in excess of the maximum lawful amount,
an amount equal to any excessive interest shall be applied to the reduction of
the principal balance of the Obligations of the undersigned Borrower and to the
payment of interest or, if such excessive interest exceeds the unpaid balance of
principal of the Obligations of the undersigned Borrower, such excess shall be
refunded to the undersigned Borrower. All interest paid or agreed to be paid to
the Banks shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full period until payment in full
of the principal of the Obligations of the undersigned Borrower (including the
period of any renewal or extension thereof) so that the interest thereon for
such full period shall not exceed the maximum amount permitted by applicable
law. This paragraph shall control all agreements between the undersigned
Borrower and the Banks and the Agent.
In case an Event of Default shall occur, the entire principal amount of
this Note may become or be declared due and payable in the manner and with the
effect provided in said Credit Agreement. In addition to and not in limitation
of the foregoing and the provisions of the Credit Agreement, the undersigned
further agrees, subject only to any limitation imposed by applicable law, to pay
all expenses, including reasonable attorneys' fees and legal expenses, incurred
by the holder of this Note in endeavoring to collect any amounts payable
hereunder which are not paid when due, whether by acceleration or otherwise.
This Note shall be governed by and construed in accordance with the laws of
the State of Georgia (without giving effect to the conflict of laws rules of any
jurisdiction). Time is of the essence of this Note.
The undersigned maker and all guarantors and endorsers, hereby waive
presentment, demand, notice, protest, notice of intention to accelerate the
indebtedness evidenced hereby, notice of acceleration of the indebtedness
evidenced hereby and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, except as
specifically otherwise provided in the Credit Agreement, and assent to
extensions of time of payment or forbearance or other indulgence without notice.
[EXECUTION CONTAINED ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF the undersigned has by its duly authorized officer,
executed this Note under seal as of the day and year first above written.
AMERICAN CHURCH MORTGAGE
COMPANY, a Minnesota corporation
By:/s/ Philip J. Myers
Name: Philip J. Myers
Title: President
[CORPORATE SEAL]