Exhibit 10.2
Form of
PROMISSORY NOTE
(Date)
FOR
VALUE RECEIVED, PUMPCO, INC. , a corporation located at the
address stated below (“Maker”) promises, jointly
and severally if more than one, to pay to the order of General
Electric Capital Corporation or any subsequent holder hereof
(each, a “Payee” ) at its office located at
11175 Cicero Drive, Suite 600, Alpharetta, GA 30022 or at
such other place as Payee may designate as follows:
(a) the principal sum of
, and
(b) interest on the unpaid principal balance from the date
hereof through and including the dates of payment, at a fixed,
simple interest rate of Seven and 05/100 percent (7.05%) per annum
(the “Contract Rate”) in Sixty
(60) consecutive monthly installments of principal and
interest as follows:
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(each, a
“Periodic Installment”) and a final installment
which shall be in the amount of the total outstanding and unpaid
principal, accrued interest and any and all amounts due hereunder
and under the other Debt Documents (as defined below). The first
Periodic Installment shall be due and payable on
and the following Periodic Installments and the final installment
shall be due and payable on the same day of each succeeding period
(each, a “Payment Date”). All payments shall be
applied: first , to interest due and unpaid hereunder and
under the other Debt Documents; second , to all other
amounts due and unpaid hereunder and under the other Debt
Documents, and then to principal due hereunder and under the other
Debt Documents. The acceptance by Payee of any payment which is
less than payment in full of all amounts due and owing at such time
shall not constitute a waiver of Payee’s right to receive
payment in full at such time or at any prior or subsequent time.
Interest shall be calculated on the basis of a 365-day year (or a
366-day leap year, as applicable) and will be charged at the
Contract Rate for each calendar day on which any principal is
outstanding. The payment of any Periodic Installment after its due
date shall result in a corresponding decrease in the portion of the
Periodic Installment credited to the remaining unpaid principal
balance. The payment of any Periodic Installment prior to its due
date shall result in a corresponding increase in the portion of the
Periodic Installment credited to the remaining unpaid principal
balance.
All
amounts due hereunder and under the other Debt Documents are
payable in the lawful currency of the United States of America.
Maker hereby expressly authorizes Payee to insert the date value is
actually given in the blank space on the face hereof and on all
related documents pertaining hereto.
This
Note may be secured by a security agreement, chattel mortgage,
pledge agreement or like instrument (each of which is hereinafter
called a “Security Agreement” , and collectively
with any other document or agreement related thereto or to this
Note, the “Debt Documents” ).
Time is
of the essence hereof. If Payee does not receive from Maker payment
in full of any Periodic Installment or any other sum due under this
Note or any other Debt Document is not received within fifteen
(15) days after its due date, Maker agrees to pay a late fee
equal to five percent (5%) on such late Periodic Installment or
other sum, but not exceeding any lawful maximum. Such late fee will
be immediately due and payable, and is in addition to any other
reasonable costs, fees and expenses that Maker may owe as a result
of such late payment. Additionally, if an Event of Default or
default (as such terms are defined and/or used in the Security
Agreement) has occurred, then the entire principal sum remaining
unpaid, together with all accrued interest thereon and any other
sum payable under this Note or any other Debt Document, at the
election of Payee, shall immediately become due and payable, with
interest thereon at the lesser of five percent (5%) per annum or
the highest rate not prohibited by applicable law from the date of
such accelerated maturity until paid (both before and after any
judgment). The application of such 5% interest rate shall not be
interpreted or deemed to extend any cure period set forth in this
Note or any other Debt Document, cure any default or otherwise
limit Payee’s right or remedies hereunder or under any Debt
Document.
Maker
may prepay in full, but not in part, all outstanding amounts
hereunder before they are due on any scheduled Payment Date upon at
least thirty (30) days’ prior written notice to Payee.
Payee is authorized and entitled to apply any amounts paid by Maker
as a prepayment of indebtedness to delinquent interest or other
amounts due and owing from Maker to Payee hereunder and under any
other Debt Documents before application of such funds to principal
outstanding hereunder.
If Maker
makes a prepayment of this Note for any reason, Maker shall pay
irrevocably and in full to Payee (i) all outstanding principal
amounts, (ii) all accrued interest, (iii) the Prepayment
Fee (as defined below) and (iv) any and all other amounts due
hereunder or under the other Debt Documents. Maker specifically
acknowledges that, to the fullest extent allowed by applicable law,
it shall be liable for the Prepayment Fee on any acceleration
hereof or under the other Debt
