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EXHIBIT 99.3
PROMISSORY NOTE DATED NOVEMBER 30, 1995 FROM
SEARCH CAPITAL GROUP, INC. AND SEARCH FUNDING
CORP. PAYABLE TO THE ORDER OF HALL FINANCIAL
GROUP, INC. IN THE PRINCIPAL AMOUNT OF
$715,512.72.
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EXHIBIT 99.3
PROMISSORY NOTE
(NOTE II)
$715,512.72 November 30, 1995
1. AGREEMENT TO PAY. FOR VALUE RECEIVED, SEARCH CAPITAL GROUP,
INC., a Delaware corporation, and SEARCH FUNDING CORP., a Texas corporation
(herein called the "BORROWERS"), promises to pay to the order of HALL FINANCIAL
GROUP, INC. ("HFG"), in the manner provided herein, the principal sum of SEVEN
HUNDRED FIFTEEN THOUSAND FIVE HUNDRED TWELVE AND 72/100 DOLLARS ($715,512.72),
or such other amount as is actually advanced by HFG under this Note to
Borrowers in accordance with the terms of the Funding Agreement (as hereinafter
defined), together with interest remaining from time to time unpaid at the rate
provided for in Section 2 hereof. This Promissory Note (hereinafter the
"NOTE") is given at closing under and in compliance with that certain Funding
Agreement dated November 30, 1995, by and among Borrowers, HFG, Newsearch,
Inc., Automobile Credit Holdings, Inc., and Automobile Credit Acceptance Corp.
("Funding Agreement"). All terms used in this Note shall have the meanings
given to them in the Funding Agreement if they are defined in the Funding
Agreement and not in this Note.
2. INTEREST RATE. Outstanding principal balance hereof prior to
maturity shall bear interest from the date of advance until paid at the rate of
12% per annum (herein called the "INTEREST RATE"), in each case calculated
daily on the basis of a 360-day year for each day all or any part of the
principal balance hereof shall remain outstanding.
3. PAYMENTS. This Note shall be payable in monthly installments of
interest only commencing on the 1st day of the month following the advance of
principal under this Note,
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and continuing thereafter on the 1st day of each month until the Maturity Date
(as hereinafter defined). The Maturity Date shall be the earlier of (i) 90
days after the execution of this Note unless extended as provided in Paragraph
5 (in which event it shall be 150 days after execution of this Note) or (ii)
the Effective Date of the Plan ("Maturity Date"). To the extent principal is
advanced, principal shall be paid in weekly installments each Monday commencing
on the first Monday following the advance of principal and shall be in an
amount equal to the proceeds collected during the prior week on the receivables
identified in the Funding Agreement as having been pledged to secure the GECC
Loan (regardless of whether such receivables are subsequently released by GECC
from its collateral). To the extent that principal payments are made on Note I
such principal payments shall be a reduction of the weekly principal payments
required under this Note. On the Maturity Date, the unpaid principal balance
hereof and all accrued but unpaid interest hereon shall become due and payable.
After an Event of Default, payments shall be applied to principal or interest
as determined by the holder of this Note in its sole discretion.
4. METHOD AND PLACE OF PAYMENT. Payments upon this Note shall be
made in lawful money of the United States of America which shall be legal
tender for public and private debt at the time of payment, and shall be made at
such place as the holder of this Note may from time to time in writing appoint.
5. SECURITY. This Note is secured by a security interest in the
Collateral as described in and evidenced by the Funding Agreement, the Security
Agreements, and the Pledge Agreements. Payment of this Note is guaranteed by
the guaranties set forth in Section 12 of the Funding Agreement. This Note is
enforceable by the holder without first
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enforcing the guaranties or the security interests and whether or not the
security interests and guaranties exist or are enforceable.
6. EXTENSION OF MATURITY. Borrowers may extend the Maturity Date of
this Note for a period of sixty days upon written notice to the holder of this
Note prior to the initial Maturity Date. In the event of such extension, the
interest rate as to the then principal balance shall be increased to fourteen
percent (14%) per annum. Borrowers may extend the Maturity Date of this Note
even if no principal has been advanced under this Note.
7. DEFAULT AND ACCELERATION. The outstanding principal balance of
this Note together with accrued and unpaid interest thereon, shall, at the
option of the holder of this Note and without demand, notice or legal process
of any kind become at once due and payable at the place last designated by
holder as the place for payment hereof, upon the occurrence of an Event of
Default. For determination of an Event of Default and the rights of the holder
upon the occurence of an Event of Default, this Note refers to and incorporates
by reference the applicable provisions of the Funding Agreement, as if fully
set forth in this Note.
8. PREPAYMENT. This Note may be prepaid in part or in full at any
time without penalty. Partial prepayments shall be applied to principal or
accrued but unpaid interest as determined by holder in its sole reasonable
discretion. Partial prepayments shall not alter or reduce the weekly principal
payment obligation under paragraph 3.
9. NO USURY. It is the intent of Borrowers and holder to comply
with the laws of the State of Texas with regard to the rate of interest charged
hereunder and, accordingly, notwithstanding any provision to the contrary in
the Note, the Security Agreement or any of the Loan Documents, no such
provision in any such instrument, including without
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limitation any provision of this Note providing for payment of interest or
other charges and any provision of the loan documents providing for the payment
of interest, fees, costs or other charges, shall require the payment or permit
the collection of any amount (herein called the "EXCESS INTEREST") in excess of
the maximum amount of interest permitted by law to be contracted for, charged
or collected for the use, detention, or forbearance in the collection, of all
or any portion of the indebtedness evidenced by this Note; provided that if
Excess Interest is provided for, or is adjudicated as being provided for, in
this Note, the Security Agreement or any of the loan documents, or if Excess
Interest is otherwise charged or collected, then in such event:
(a) The provisions of this Section shall control and govern;
(b) Borrowers shall not be obligated to pay any Excess
Interest;
(c) Any Excess Interest that holder may have received
hereunder shall, at the option of holder, be (i) applied as a credit
against the then outstanding principal balance due under this Note, or
accrued and unpaid interest thereof, not to exceed the maximum amount
permitted by law, or both, (ii) refunded to the payor thereof, or (iii)
any combination of the foregoing;
(d) The applicable interest rate or rates shall be
automatically subject to reduction to the maximum lawful rate allowed to
be contracted for in writing under the applicable usury laws of the
State of Texas as of the date of disbursement of the indebtedness
evidenced hereby; and this Note and all other loan documents and any
writing otherwise constituting a charge of Excess Interest shall be
deemed to have been, and shall be, reformed and modified to reflect such
reduction in such interest rate or rates; and
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(e) Neither Borrowers nor any other person shall have any
action or remedy against holder for any damages whatsoever or any
defense to enforcement of any of the loan documents arising out of the
payment or collection of any Excess Interest.
10. COSTS OF ENFORCEMENT. In the event that this Note is placed in
the hands of an attorney-at-law for collection after maturity, or upon default
specified in Section 7 hereof, or to enforce any of the rights, requirements or
remedies contained herein or in the other loan documents, then and in any such
event the Borrowers hereby agree to pay within ten (10) days after demand all
reasonable costs of collecting or attempting to collect this Note, or
protecting or enforcing such rights, or evaluating, prosecuting or defending
any such proceedings, including, without limitation, reasonable attorneys' fees
(whether or not suit is brought), in addition to all principal, interest and
other amounts payable hereunder; all of which shall be secured by the Loan
Documents.
11. TIME. Time is of the essence in the performance of this Note and
each of the provisions hereof and of the Loan Documents.
12. NOTICES. All notices required or permitted to be given hereunder
to Borrowers shall be given in the manner and to the place provided in the
Funding Agreement for notices to Borrowers.
13. WAIVER. Borrowers and any and all others who may become liable
for all or part of the obligations of Borrowers under this Note or any of the
Loan Documents (all of the foregoing being collectively "OBLIGOR") agree to be
jointly and severally bound hereby and jointly and severally, and to the
fullest extent permitted by law, waive any and all demand, presentment for
payment, notice of non-payment, protest and notice of protest,
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notice of dishonor, notice of intent to accelerate, notice of acceleration, and
all lack of diligence and delays in the enforcement of the payment hereof.
14. HOLDER'S ACTIONS. The remedies of the holder of this Note as
provided herein or in any of the Loan Documents shall be cumulative and
concurrent, and may be pursued singularly, successively or together, at the
sole discretion of the holder, and may be exercised as often as occasion
therefor shall arise and in connection therewith:
(a) Failure of the holder, for any period of time or on more
than one occasion, to exercise its option to accelerate the Maturity
Date of this Note shall not constitute a waiver of the right to exercise
the same at any time thereafter or in the event of any subsequent
default;
(b) No act or omission or commission of the holder, including
specifically any failure to exercise any right, remedy or recourse,
shall be deemed to be a waiver of or release of the same and any such
waiver or release may be effected only through a written document
executed by the holder and then only to the extent specifically recited
therein;
(c) A waiver or release with reference to any event shall not
be construed as a waiver of release of any subsequent event, similar or
dissimilar, or as a bar to any subsequent exercise of the holder's
rights or remedies hereunder; and
(d) Except as otherwise specifically required herein, no
notice to Borrower or any other person of the exercise of any right or
remedy granted to the holder by this Note shall be required.
15. SEVERABILITY. The unenforceability or invalidity of any
provision or provisions hereof shall not render any other provision or
provisions hereof unenforceable or invalid.
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16. CAPTIONS. The captions to the Sections of this Note are for
convenience only and shall not be deemed part of the text of the respective
Sections and shall not vary, by implication or otherwise, any of the provisions
of this Note.
17. GOVERNING LAW. This Note shall be governed by the laws of the
State of Texas and venue shall be in Dallas County, Texas.
IN WITNESS WHEREOF, the undersigned has executed this Note effective as
of the day, month and year set forth above.
SEARCH CAPITAL GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Its: SVP & CFO
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SEARCH FUNDING CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Its: SVP & CFO
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