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FOR VALUE RECEIVED, the undersigned, [name], a [state] corporation
(Borrower), HEREBY PROMISES TO PAY to the order of [name] (Bank) at its
Principal Office located at [address] the principal amount of ----------
dollars ($----------) in lawful money of the United States and in
immediately available funds in [number] consecutive monthly [or,
quarterly, semiannual] installments of ---------- dollars ($----------)
each on the first [or, last, number] day of each [names of months]
commencing [date] and ending [date], provided, however, that the last
such installment shall be in the amount necessary to repay in full the
unpaid principal amount of this Term Note, and to pay interest on the
unpaid principal amount of this Term Note from the date of this Term Note
until such principal amount becomes due (computed on the basis of a year
of [number] days for the actual number of days elapsed) at a rate per
annum equal to ---------- percent (----------%) above the Prime Rate,
payable on the first [or, last, number] day of each month [or,
quarter], commencing [date], and at maturity. Any amount of principal
hereof that is not paid when due, whether at stated maturity, by
acceleration, or otherwise, shall bear interest from the date when due
until said principal amount is paid in full, payable on demand, at a rate
per annum equal at all times to ---------- percent (----------%) above the
Prime Rate. Any change in the interest rate resulting from a change in
the Prime Rate shall be effective at the beginning of the day on which
such change in the Prime Rate becomes effective.
If any installment of this Term Note becomes due and payable on a
day other than a Business Day, the maturity thereof shall be extended to
the next succeeding Business Day, and interest shall be payable thereon at
the rate herein specified during such extension.
This Term Note is the Note referred to in, and is entitled to the
benefits of, the Term Loan Agreement, dated as of [date], between
Borrower and Bank (Credit Agreement). Terms used herein that are defined
in the Credit Agreement shall have their defined meanings when used
herein. The Credit Agreement, among other things, contains provisions for
acceleration of the maturity of this Term Note upon the happening of
certain stated events and also for prepayments on account of principal
hereof prior to the maturity of this Term Note upon the terms and
conditions specified in the Credit Agreement. This Term Note is secured
by a Security Agreement referred to in the Credit Agreement, reference to
which is hereby made for a description of the collateral provided for
under the Security Agreement and the rights of Borrower and Bank with
respect to such collateral.
This Term Note shall be governed by the laws of [state], provided
that, as to the maximum rate of interest that may be charged or collected,
if the laws applicable to Bank permit it to charge or collect a higher
rate than the laws of [state], then such law applicable to Bank shall
apply to Bank under this Term Note.
[name of Borrower]
To a great extent, the provisions of a revolving credit agreement are the
same as those of a term loan agreement (Form 5.1.01). The only
substantial changes are in Articles II and III, which are provided below.
A minor change is present in Article VII in which the introductory
sentence to the Article should read: "So long as the Note shall remain
unpaid or Bank shall have any Commitment under this Agreement. " Another
small change is required in Section 8.01 where, following the description
of all the events of default, the following must be inserted before the
language giving the bank the right to declare the note payable: "Bank may
declare its obligation to make Loans to be terminated, whereupon the same
shall forthwith terminate."
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [County]
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____