EXHIBIT
10.2
PROMISSORY NOTE
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$3,000,000.00
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May 22, 2009
Nashville, Tennessee
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FOR VALUE RECEIVED
, the undersigned, J.
ALEXANDER’S CORPORATION , a Tennessee corporation
(“Borrower”), promises to pay to the order of
PINNACLE NATIONAL BANK (“Lender”), in lawful
currency of the United States of America, at its principal office
in Nashville, Tennessee, or at such other place as the holder from
time to time may designate in writing, the principal sum of
THREE MILLION AND NO/100 ($3,000,000.00) DOLLARS , together
with interest thereon computed on the unpaid principal balance from
the date of disbursement hereunder at an annual rate equal to LIBOR
(as hereinafter defined) plus the Applicable Margin, as defined in
the Loan Agreement (as hereinafter defined). As used
herein, “LIBOR” shall mean the London Interbank Offered
Rate for one (1) month as published in The Wall Street
Journal , which is the British Bankers’ Association
average of interbank offered rates for dollar deposits in the
London market on the date of this instrument, or if such date is
not a publication date, on the next preceding publication date;
provided, however, in no event shall the interest payable hereunder
be less than 4.60% per annum. The interest rate shall be
automatically adjusted on the tenth (10 th )
day of each month after execution hereof until the Maturity Date,
as hereinafter defined, unless earlier accelerated, to the interest
rate so calculated and in effect on such date, or the next
preceding date for which the LIBOR rate is published, if no rate is
published on such date.
Interest shall be calculated on the
basis of a three hundred sixty (360) day year. Principal
and interest shall be payable as follows:
(a) Commencing
on June 22, 2009, and for the next six (6) months on the 22
nd day for each month, interest only shall due and
payable on the outstanding principal balance.
(b) Commencing
on December 22, 2009 and for the next fifty three (53) months,
principal payments of $55,555.56 plus interest shall be due and
payable.
(c) The
entire unpaid principal and all accrued interest and other charges
shall be due and payable on May 22, 2014 (the “Maturity
Date”).
The indebtedness evidenced hereby,
and all extensions, modifications and renewals thereof, is secured
by an Assignment and Security Agreement of even date herewith, and
certain additional security documents (the “Security
Instruments”).
The whole of the principal sum and,
to the extent permitted by law, any accrued interest, shall bear,
after default or maturity, interest at the lesser of (i) the
highest lawful rate then in effect pursuant to applicable law, or
(ii) the rate that is four percentage points (4%) in excess of the
LIBOR, as it varies from time to time.
Sums shall be advanced hereunder
subject to, and in accordance with, the cond
