EXHIBIT 4.18
[LOGO] INSTALLMENT NOTE
$1,752,000.00 Atlanta , GA June 24 , 1999 ------------ ----------- ----------- --------- --
(City) (State) Date
For value received, the undersigned (whether one or more, hereinafter called the "Obligors") promise(s) to pay to the order of SOUTHTRUST BANK, NATIONAL ASSOCIATION (hereinafter called the "Bank" or, together with any other holder of this note, the "Holder"), at any office of the Bank in XXXXXXXXXXXXXXXXXXXXXXXXX, or at such other place as the Holder may designate, the principal sum of ONE MILLION SEVEN HUNDRED FIFTY TWO THOUSAND Dollars, together with interest thereon at the rate and on the date(s) provided below from the date of this note (or other interest accrual date shown below) until maturity, and with interest on the unpaid principal balance after maturity at the rate which is 2 percent per annum in excess of the rate stated below or the maximum rate allowed by law, whichever is less, from maturity until sold indebtedness is paid in full, interest will accrue beginning on the date of this note unless another date is shown here: July 14, 1999.
INTEREST RATE The above-slated sum shall accrue interest as follows (check applicable box(es)): -------------
[_] Variable Rate Interest will accrue on the above-stated principal sum at the rate per annum which is
Interest from date _____________ percentage points in excess of the Index Rate. Unless another rate is made
applicable below, the "Index Rate" is the rate of interest designated by the Bank periodically
as its Base Rate. The Base Rate is not necessarily the lowest rate charged by the Bank. The
Base Rate on the date of this note is ____________ percent.
[_] (check box if applicable) The "Index Rate" is the weekly auction average yield of
______________-wook U.S. Treasury Bills at the most recent auction prior to the date the
Index Rate is calculated. The Index Rate on the date of this note is ______________
percent.
The rate of interest payable under this note will change to reflect any change in the Index
Rate:
[_] on any day of the Index Rate changes. [_] on the _____________ day on each month
[_] on the day each payment of interest is due [_] _____________________________________.
as provided below.
[X] Fixed Rate Interest will accrue on the above-slated principal sum at the rate of 7.90 percent per annum.
Interest from date
Interest on the principal sum will be calculated at the rate set forth above on the basis of a 360-day year and the actual number of days elapsed by multiplying the principal sum by the per annum rate set forth above, multiplying the product thereof by the actual number of days elapsed, and dividing the product so obtained by 360. Obligors acknowledge that the rate of interest payable under this Note, computed on the basis of a 365-day year and expressed in simple interest terms as of the date hereof, is 8.01 percent per annum. The interest rate payable hereunder may be calculated in simple interest terms per annum (on the basis of a 365-day year) on any date by taking the sum of (a) the Index Rate in effect on such date plus (b) _____________________ percent and multiplying such sum by a fraction, the numerator of which is 365 and the denominator of which is 360.
PAYMENT SCHEDULE The above stated principal sum and interest thereon shall be paid as follows (check applicable ---------------- box(es)):
[_] Installments The Obligors promise to pay the above-stated principal sum in ___________________ consecutive
of Principal, [_] monthly installments [_] quarterly installments [_] _______________ installments in the
Interest Paid amount of $______________________________ each beginning ______________________, 19 __ and
Separately continuing on the same day of each month, quarter, or other period (as applicable) thereafter
until ______________________________________, 19 __, at which time the unpaid balance of the
principal sum and all accrued but unpaid interest thereon shall be due and payable.
The Obligors promise to pay accrued interest on the principal sum
[_] monthly [_] quarterly [_] ________________________________________ beginning
______________________, 19 __ and continuing on the same day of each month, quarter, or other
period (as applicable) thereafter until maturity.
[X] Installments of The Obligors promise to pay the above-stated principal sum and interest thereon in 84 consecutive
Principal and [X] monthly installments [_] quarterly installments [_] _______________ installments in the
Interest amount of $ 27,205.00 each, beginning July 24, 1999 and continuing on the same day of each
month, quarter, or other period (as applicable) thereafter until June 24, 2006 at which time the
unpaid balance of the principal sum and all accrued but unpaid interest thereon shall be due
and payable.
LATE CHARGE: -----------
If any scheduled payment is in default 10 days or more, Obligors agree to pay a late charge equal to 5% of the amount of the payment which is in default, but not less than $.50 or more than the maximum amount allowed by applicable law.
LOAN FEE. (This provision applicable only if completed): --------
A loan fee in the amount of $0 has been [ ] included in the amount of this note and paid to the Bank from the loan proceeds, [ ] paid to the Bank by cash or check at closing. The loan fee is earned by the Bank when paid and is not subject to refund except to the extent required by law.
PREPAYMENT: ----------
If the interest rate on this note is a variable rate, Obligors may prepay this note in full at any time without premium or penalty. If the interest rate on this note is a fixed rate, unless the paragraph which follows is applicable, prepayment of the principal sum of this note in whole or in part is not permitted.
[_] If this box is checked, and if the interest rate on this note is a fixed rate, Obligors may not prepay this note in whole or in part during the first year after the date of this note. Thereafter, prepayment will be permitted on any scheduled payment date on condition that the amount of the prepayment must equal the sum of (a) the principal amount prepaid plus (b) accrued interest on the amount prepaid plus (c) a premium equal to 1% of the principal amount prepaid multiplied times the number of years or parts of a year remaining until final scheduled maturity of this note. No prepayment premium need be paid if prepayment is made within one year prior to the final schedule maturity of this note.
If prepayment in full without penalty or premium is required to be permitted by applicable law, the foregoing provisions will not apply and prepayment will be allowed in accordance with such law.
COLLATERAL ----------
This note is secured by every security agreement, pledge, assignment, stock power, mortgage, deed of trust, security deed and/or other covering personal or real property (all of which are hereinafter included in the term "Separate Agreements") which secures an obligation so defined as to include this note, including without limitation all such Separate Agreements which are of even date herewith and/or described in the space below. In addition, as security for the payment of any and all liabilities and obligations of the Obligors to the Holder (including this note and the indebtedness evidenced by this note and all extensions, renewals and modifications thereof, and all writings, delivered in substitution therefor) and all claims of every nature of the Holder against the Obligors, whether present or future, and whether joint, several, absolute, contingent, matured, liquidated, unliquidated, direct or indirect (all of the foregoing are hereinafter included in the term "Obligations"), the Obligors hereby assign to the Holder and grant to the Holder a security interest in and security title to the property (the "Collateral") described below: (Describe Separate Agreements and Collateral.)
All that "Collateral" as such terms is defined in that certain Guaranty and
Security Agreement, dated as of even date herewith, by and between Obligor
and Bank (as hereafter amended, restated, supplemented or otherwise
modified from time to time).
The Obligors are jointly and severally liable for the payment of this note and have subscribed their names hereto without condition that anyone else should sign or become bound hereon and without any other condition whatever being made. The provisions printed on the back of this page are a part of this note. The provisions of this note are binding on the heirs, executors, administrators, successors and assigns of each and every Obligor and shall inure to the behalf of the Holder, its successors and assigns. This note is executed under the seal of each of the Obligors of the indorsers, if any.
The provisions on the reverse side are a part of this note.
Address of Obligors: COLOR IMAGE, INC.
-------------------------------------- (SEAL)
2972 Pacific Drive By: Sue-Ling Wang, Ph.D., President -------------------------- ----------------------------------
Title
Norcross, georgia 30071 By: /s/ [ILLEGIBLE] -------------------------- -------------------------------------- (SEAL)
No. 2437016-20006 Signature: ___________________________ (SEAL)
-----------------------
Officer: Ken Davis/ GY8
------------------ Branch: 152
-------------------
Additional Terms and Conditions of Installment Note
(Terms Continued from Reverse Side)
If the Obligors fail to pay any installment of principal or interest or any other sum under this note exactly when it is due or fail to perform any other covenant under this Note when due (time being of the essence of every term of this note), or if any of the Obligors or any guarantor or indorser of this note shall die (if an individual) or dissolve or cease to do business (if a partnership or corporation), or if any of the Obligors or any guarantor or indorser of this note becomes insolvent, or makes a general assignment for the benefit of creditors, or files or has filed against him or it a petition under any chapter of the Federal Bankruptcy Code, or files or has filed against him or it an application in any court for the appointment of a receiver or trustee for any substantial part of his or its property or assets, or if a judgment is entered against any of the Obligors or any such guarantor or indorser or a levy, writ of execution, attachment or garnishment is issued against any of the Obligors or any such guarantor or indorser or any of his or its property or assets; or if any Obligor, indorser or guarantor of this note transfers all or any valuable part of his, her or its assets outside the ordinary course of business, or wastes, loses, or dissipates or permits w ...
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