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EXHIBIT 99.1.3
BB&T NOTE MODIFICATION AGREEMENT
Maker RSI Holdings, Inc.
Address P.O. Box 520
Shelby, NC 28150
Customer # 470-0013761
Note Number 00008
$500,000.00 November 3, 1994 $500,000.00 March 17, 1995
Original Amount of Note Original Date Modification Amount Modification Date
This Note Modification Agreement (hereinafter Agreement) is made
and entered into this 17 day of March, 1995 by and between RSI
Holdings, Inc. maker(s), co-maker(s), endorser(s), or other
obliger(s) on the Promissory Note(s) (as below defined),
hereinafter also referred to jointly and severally as Borrower(s);
Branch Banking and Trust Company of North Carolina, a North
Carolina banking corporation, hereinafter referred to as Bank; and
______________________________, owners other than Borrower(s) (if
any) of any property pledged to secure performance of Borrower(s)'s
obligations to Bank, hereinafter referred to jointly and severally
as Debtor(s)/Grantor(s).
Witnesseth: Whereas, Borrower(s) has previously executed
Promissory Note(s) in favor of Bank, (which Promissory Note(s)
includes any original Promissory Note(s) and any renewal, extension
or modification of said Promissory Note(s)) (collectively
Promissory Note(s)), said Promissory Note(s) being more
particularly identified by description of the original note above;
and Whereas Borrower(s) and Bank agree that said Promissory Note(s)
be modified only to the limited extent as is hereinafter set forth;
that all other terms, conditions, and covenants of said Promissory
Note(s) remain in full force and effect, and that all other
obligations and covenants of Borrower(s), except as herein
modified, shall remain in full force and effect, and binding
between Borrower(s) and Bank; and Whereas Debtor(s)/Grantor(s), if
different from Borrower(s), has agreed to the terms of this
modification; NOW THEREFORE, in mutual consideration of the
premises, the sum of Ten Dollars ($10) and other good and and
valuable consideration, each to the other parties paid, the parties
hereto agree that said Promissory Note(s) is amended as hereinafter
described:
INTEREST RATE, PRINCIPAL AND INTEREST PAYMENT TERM MODIFICATIONS
(To the extent no change is made, existing terms continue.
Sections not completed are deleted.)
Interest shall accrue from the date hereof on the unpaid principal
balance outstanding from time to time at the:
Fixed Rate of _______________% per annum.
X Variable rate of the Bank's Prime Rate plus .00% per annum to
be adjusted X daily ____ monthly beginning on the ___ 1st
__ 15th day of _______________, 19__ ___ quarterly beginning
on the ___ 1st ___ 15th day of __________, 19__ as the Bank's
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Prime Rate changes. If checked here ___, the interest rate
will not exceed a(n) X fixed ___ average maximum rate of
99.99% or a ___ floating maximum rate of the greater of ____%
or the Bank's Prime Rate; and the interest rate will not
decrease below a fixed minimum rate of 0.00%. If an average
maximum rate is specified, a determination of any required
reimbursement of interest by Bank will be made: ___ when the
Note is repaid in full by Borrower ___ annually beginning on
_______________________, 19__.
Principal and Interest is payable as follows:
x Principal (plus any accrued interest not otherwise scheduled
herein) is due in full at maturity on Dec. 31, 1995.
X Accrued interest is payable monthly commencing on April 3,
1995 and continuing on the same day of each calendar period
thereafter, with one final payment of all remaining interest
due on Dec. 31, 1995.
The following scheduled payment(s) is (are) deferred:
________ $____________ principal
________ $____________ interest
________ $ ___________ principal and interest
payments due on ____________, 19__
is (are) hereby deferred. Payments will resume on
____________, 19__ according to the schedule contained herein
or to the existing schedule (if no other changes are made
herein).
The Borrower(s) promises to pay Bank, or order, a late fee in the
amount of four percent (4%) of any installment past due for fifteen
(15) or more days. Where any installment payment is past due for
fifteen (15) or more days, subsequent payments shall first be
applied to the past due balance.
COLLATERAL: ___ If marked, the Promissory Note(s), as modified,
and the performance of the terms of any agreement or instrument
relating to, evidencing or securing the Promissory Note(s), as
modified, shall be additionally secured by collateral hereinafter
described, a new security instrument shall be executed by
Borrower(s), and/or Debtor(s)/Grantor(s), and all other steps
necessary to perfect or record the Bank's lien with priority
acceptable to Bank shall be taken.
Date: _____________ Type of Agreement: ______________ From: ________
Collateral: _________________________________________
Date: _____________ Type of Agreement: ______________ From: ________
Collateral: _________________________________________
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_____ If marked, the collateral hereinafter described shall be and
hereby is deleted as security interest for payment of the aforesaid
Promissory Note(s):
_______________________________________________
Other: ________________________________________
_______________________________________________
If the Promissory Note(s) being modified by this Agreement is
signed by more than one person or entity, the modified Promissory
Note(s) shall be the JOINT and SEVERAL obligation of all signers
and the property and liability of each and all of them. It is
expressly understood and agreed that this Agreement is a
modification only and not a novation. The original obligation of
the Borrower(s) as evidenced by the Promissory Note(s) above
described is not extinguished hereby. It is also understood and
agreed that except for the modification(s) contained herein said
Promissory Note(s), and any other Loan Documents or Agreements
evidencing, securing or relating to the Promissory Note(s) and all
singular terms and conditions thereof, shall be and remain in full
force and effect. This Agreement shall not release or effect the
liability of any co-makers, obligers, endorsers or guarantors of
said Promissory Note(s). Borrower(s) and Debtor(s)/Grantor(s), if
any, jointly and severally consent to the terms of this Agreement,
waive any objection thereto, affirm any and all obligations to Bank
and certify that there are no defenses or offsets against said
obligations or the Bank, including without limitation the
Promissory Note(s). Bank expressly reserves all rights as to any
party with right of recourse on the aforesaid Promissory Note(s).
In the event periodic accruals of Interest shall exceed any
periodic fixed payment amount described above, the fixed payment
amount shall be immediately increased or supplemental interest
payments required on the same periodic basis as specified above
(increased fixed payments or supplemental payments to be determined
in the Bank's sole discretion). In such amounts and at such times
as shall be necessary to pay all accruals of interest for the
period and all accruals of unpaid interest from previous periods.
Such adjustments to the fixed payment amount or supplemental
payments shall remain in effect for so long as any interest
accruals shall exceed the original fixed payment amount and shall
be further adjusted upward or downward to reflect changes in any
variable interest rate based on an index such as the Bank's Prime
Rate. In no event shall the fixed payment amount be reduced below
the original fixed payment amount specified in this Agreement or in
the Promissory Note(s). Notwithstanding any other provision
contained in this agreement, in no event shall the provisions of
this paragraph be applicable to any Promissory Note(s) which
requires disclosures pursuant to the Consumer Protection Act
(Truth-in-Lending Act), 15 USC sec. 1601, et seq., as implemented by
Regulation Z.
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The Bank may, at its option, charge any fees for the modification,
renewal, extension or amendment of any of the terms of the
Promissory Note(s) permitted by N.C.G.S. sec. 24-1.1.
In the works "Prime Rate", "Bank Prime Rate", "BB&T Prime Rate",
"Bank's Prime Rate" or "BB&T's Prime Rate" are used in this
Agreement, they shall refer to the rate announced by the Bank from
time to time as its Prime Rate. The Bank makes loans both above
and below the Prime Rate and uses indexes other than the Prime
Rate. Prime Rate is the name given a rate index used by the Bank
and does not in itself constitute a representation of any preferred
rate or treatment.
Unless otherwise provided herein, it is expressly understood and
agreed by and between Borrower(s), Debtor(s)/Grantor(s) and Bank
that any and all collateral (including but not limited to real
property, personal property, fixtures, inventory, accounts,
instruments, general intangibles, documents, chattel paper, and
equipment) given as security to insure faithful performance by
Borrower(s) and any other third party of any and all obligations to
Bank, however created, whether now existing or hereafter arising,
shall remain as security for the Promissory Note(s) as modified
hereby.
It is understood and agreed that if Bank has released collateral
herein, it shall not be required or obligated to take any further
steps to release said collateral from any lien or security interest
unless Bank determines, in its sole discretion, that it may do so
without consequence to its secured position and relative priority
in any lien or security interest unless Bank determines, in its
sole discretion, that it may do so without consequence to its
secured position and relative priority in other collateral; and
unless Borrower(s) bears the reasonable cost of such action. No
delay or omission on the part of the Bank in exercising any right
hereunder shall operate as a waiver of such right or of any other
right of the Bank, nor shall any delay, omission or waiver on any
one occasion, be deemed a bar to or waiver of the same, or of any
other right on any further occasion. Each of the parties signing
this Agreement regardless of the time, order or place of signing
waives presentment, demand, protest, and notices of every kind, and
assents to any one or more extensions or postponements of the time
of payment or any other indulgences, to any substitutions,
exchanges or releases of collateral if at any time there is
available to the Bank collateral for the Promissory Note(s), as
amended, and to the additions or releases of any other parties or
persons primarily or secondarily liable. Whenever possible the
provisions of this Agreement shall be interpreted in such manner as
to be effective and valid under applicable law, but if any
provision of this Agreement prohibited by or invalid under such
law, such provisions shall be ineffective to the extent of any such
prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement. All
rights and obligations arising hereunder shall be governed by and
construed in accordance with the laws of the same state which
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governs the interpretation and enforcement of the Promissory
Note(s).
From and after any event of default under this Agreement, the
Promissory Note(s), or any related deed of trust or other security
agreement or loan agreement, interest shall accrue on the sum of
the principal balance and accrued interest then outstanding at the
variable rate equal to the Bank's Prime Rate plus 6% per annum
("Default Rate"), provided that such rate shall not exceed at any
time the highest rate of interest permitted by the laws of the
State of North Carolina; and further that such rate shall apply
after judgement. In the event of any default, the then remaining
unpaid principal amount and accrued but unpaid interest then
outstanding shall bear interest at the Default Rate called for
hereunder until such principal and interest have been paid in full.
CREDIT LIFE AND DISABILITY INSURANCE
Subject to certain underwriting criteria and limitations,
INDIVIDUAL BORROWERS AND ADDITIONAL CO-MAKERS HAVE THE RIGHT TO
REQUEST CREDIT LIFE AND DISABILITY INSURANCE PROTECTION FOR THIS
LOAN. One or two Borrowers/Co-makers may be covered by BB&T Credit
Life Insurance and one Borrower/Co-maker may be covered by BB&T
Credit Disability Insurance. However, the purchase of credit life
and credit disability insurance form the Bank is not a condition of
obtaining or maintaining this loan.
I, the undersigned, desire the credit insurance with the cost and
terms described below and promise to pay the premium of such
insurance coverage. I understand that I may cancel this credit
insurance at any time. I represent that, to the best of my
knowledge, I am in good health and am insurable.
BB&T Type 1: Complete the following:
BB&T Type 2: Complete separate application.
CREDIT LIFE INSURANCE
Single
Joint
Level
Decreasing
Effective Date
Term in Mos.
Initial Ins. Amount
Credit Life Premium
CREDIT DISABILITY INSURANCE
Effective Date and Terms in Mos.
Same as Credit Life Insurance Above
Monthly Benefit Amount
Credit Disability Premium
Credit Disability Insurance is subject to a 14-day elimination
period and a 60-month maximum benefit period. Only the Borrower or
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Co-Maker who signs on the first line under "Signature(s) of
Insured" is covered by Credit Disability Insurance.
Date of Birth
Signature(s) of Insured
Total Credit Life and Disability Insurance Premium
Witness the hand and seal of the undersigned. Each of the
undersigned adopts as his seal the word or symbol for "seal"
appearing beside or near his signature below.
If Borrower is a Corporation:
RSI Holdings, Inc.
_____________________________
Name of Corporation
Witness: By: /s/ Joe Ogburn
________________________
Title: Title: Joe Ogburn, Treasurer
If Borrower is a Partnership, Limited Liability Company, or Limited
Liability Partnership:
______________________________
Name of Partnership, LLC or LLP
WITNESS:
____________________________ By:_____________________ (SEAL)
General Partner or Manager
____________________________ By:_____________________ (SEAL)
General Partner or Manager
____________________________ By:_____________________ (SEAL)
General Partner or Manager
If Borrower is an Individual
WITNESS
_____________________________ ________________________ (SEAL)
Additional Borrowers and Debtors/Grantors
WITNESS
_____________________________ ________________________ (SEAL)
_____________________________ ________________________ (SEAL)
_____________________________ ________________________ (SEAL)
_____________________________ ________________________ (SEAL)
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