EXHIBIT 10.2
THIS NOTE AND THE SUBORDINATED NOTE PURCHASE
AGREEMENT REFERENCED AND INCORPORATED HEREIN IS SUBJECT TO
ARBITRATION PURSUANT TO THE SOUTH CAROLINA UNIFORM ARBITRATION
ACT.: SC CODE ANN. §15-48-10 ET SEQ . AND THE FEDERAL
ARBITRATION ACT 9 U.S.C. 1 ET SEQ .
The issuance of this Subordinated Note has not
been registered under the Securities Act of 1933 or applicable
state laws, and this Note may not be sold or transferred except in
a transaction that is exempt under such laws or pursuant to an
effective registration under such laws.
This obligation is not a deposit and is not
insured by the United States or any agency or fund of the United
States, including the Federal Deposit Insurance Corporation. This
obligation is subordinated to the claims of senior indebtedness of
the Company and is not secured.
11.5% SUBORDINATED NOTE DUE 2018
$[ ]
[INSERT APPLICABLE CLOSING DATE], 2008
FOR VALUE RECEIVED, the undersigned,
COMMUNITYSOUTH FINANCIAL CORPORATION, a South Carolina corporation
(the “Company”), hereby promises to pay to the order of
[
], an [individual resident of South Carolina]
(“Purchaser”), at its offices at 6602 Calhoun Memorial
Highway, Easley, South Carolina 29640 (or at such other place as
the holder may from time to time designate) the principal sum of
[
($
)] on September 30, 2018 (the “Maturity Date”) (or
such date as the Company may prepay the principal sum pursuant to
Section 1.4 of the Note Purchase Agreement (as defined below)
or any earlier date of acceleration of the Maturity Date), and to
pay interest accrued on the outstanding principal amount of this
11.5% Subordinated Note Due 2018 (the “Note”) from
[INSERT APPLICABLE CLOSING DATE], 2008, or from the most recent
Interest Payment Date (as defined below) to which interest has been
paid or duly provided for, quarterly on the first day of each
calendar quarter, commencing on [October 1, 2008(1)] (each, an
“Interest Payment Date”), at a rate per annum of 11.5%
(or such rate of interest as then in affect pursuant to
Section 1.2 of the Note Purchase Agreement) until the
principal hereof shall have been paid or duly provided for,
compounded quarterly.
(1) If a Note were sold in a Closing after
October 1, 2008, then this date would be January 1,
2009.
This Note is one of the Notes referred to in the
Subordinated Note Purchase Agreement (as may be amended, modified,
or restated from time to time), dated as of August 22, 2008,
by and among the Company and the purchasers of the Company’s
11.5% Subordinated Notes Due 2018 (the “Note Purchase
Agreement”). Capitalized terms used in this Note are defined
in the Note Purchase Agreement, unless otherwise expressly stated
herein. This Note is entitled to the benefits of the Note Purchase
Agreement and is subject to all of the agreements, terms and
conditions contained therein, all of which are incorporated herein
by this reference. This Note may be prepaid, in whole or in part,
in accordance with the terms and conditions set forth in the Note
Purchase Agreement.
The outstanding principal balance of this Note
shall be due and payable as provided in Section 1.4 of the
Note Purchase Agreement. Interest on the principal amount of this
Note from time to time outstanding, and other amounts owing, shall
be due and payable as provided in Section 1.2 of the Note
Purchase Agreement (computed on the basis of the actual number of
days elapsed over a 365/366-day year). In no event, however, shall
interest exceed the maximum rate permitted by law.
If an Event of Default involving bankruptcy
provided for under Section 7.1(F) of the Note Purchase
Agreement occurs, then the principal of, interest accrued on, and
other Obligations payable under the Notes and the Transaction
Documents will immediately become due an
