amendedandrestatednote.htm


    
       

       

    


    


     

    AMENDED
AND RESTATED PROMISSORY NOTE

     

    June
4, 2010                                  $18,000,000.00

     

                                                                                                                      

            This
Amended and Restated Promissory Note (this "Note") is made as of the date set
forth above by SAVB HOLDINGS, LLC, a Georgia limited liability company, whose
address for notice is Attn: John Helmken, 25 Bull Street, Savannah, Georgia
31401, as maker (hereinafter, the "Maker"), in favor of LEWIS BROADCASTING
CORPORATION, a Georgia corporation, whose payment address and address for notice
is Attn: Charles
E. Izlar, 9505 Abercorn Street, Savannah, Georgia 31406, as holder and
administrative agent on behalf of the participating lenders under that certain
Participation Agreement of even date herewith between Lewis Broadcasting
Corporation and Colonial Group, Inc. (the "Holder"), and amends and restates
that certain Promissory Note dated September 29, 2009 made by Maker in favor of
Holder (the "Original Note").

     

    The
proceeds of this Note shall be used by Maker to (1) retire the indebtedness
evidenced by that certain Amended and Restated Promissory Note dated May 22,
2009 between Maker and Lewis Broadcasting Corporation in the original principal
amount of $13,500,000, (2) purchase foreclosed real property identified in Exhibit A attached
hereto ("Purchased OREO"), and (3) purchase a loan portfolio comprised of
promissory notes (the "Purchased Notes"), the collateral documents securing such
promissory notes and the loan documents related or ancillary thereto, all as
identified on Exhibit
B attached hereto.

     

    Maker's
performance under this Note is secured by that certain Security Agreement of
even date herewith between Maker and Holder (the "Security Agreement"), which
grants Holder a security interest in, inter alia, (a) the Purchased OREO and all
real property previously acquired by Maker and listed on Exhibit B of the
Security Agreement (the "Previously Acquired OREO") (the Purchased OREO and the
Previously Acquired OREO, collectively, the "Collateral OREO"), as well as (b)
the Purchased Notes and the promissory notes previously purchased by Maker and
listed on Exhibit
C of the Security Agreement (the "Previously Acquired Notes") (the
Purchased Notes and the Previously Acquired Notes, collectively, the "Collateral
Notes").

     

    Now,
therefore, for value received and on the terms set forth in this Note, Maker
promises to pay to the order of Holder at the address for Holder set forth above
or at such other place as the Holder hereof may from time to time designate in
writing, the principal sum of Eighteen Million Dollars
($18,000,000.00), plus interest as set forth below at the rate or rates
set forth below, determined daily, in lawful money of the United States of
America which shall be legal tender in payment of all debts and dues, public and
private.

     

    
      	
              1.  

            	
              Payments.

            


    

     

    
      	
              (a)  

            	
              Payment at
      Maturity. Maker shall pay to Holder all outstanding principal and
      accrued but unpaid interest hereunder on or before September 29, 2012 (the
      "Maturity Date").

            


    

     

    
      	
              (b)  

            	
              Mandatory Monthly
      Payments. On the fifth (5th) day of each calendar month during the
      term of this Note, Maker shall pay to Holder as principal payments, in
      addition to the monthly payment of interest and the Administrative Fee due
      under this Note (each as described below), the sum
  of:

            


    

     

    
      	
              (1)  

            	
              All
      principal payments received by Maker on the Collateral Notes during the
      immediately preceding calendar
month;

            


    

     

    
      
        1

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (2)  

            	
              All
      net sales proceeds received by Maker during the immediately preceding
      calendar month from Maker's sale of any underlying collateral securing the
      Collateral Notes;

            


    

     

    
      	
              (3)  

            	
              All
      net sales proceeds received by Maker during the immediately preceding
      calendar month from Maker's sale of Collateral
  OREO;

            


    

     

    
      	
              (4)  

            	
              An
      amount equal to any accounting action taken by Maker that results in a
      reduction in the principal amount shown as due with respect to any
      Collateral Note during the immediately preceding calendar month, as
      reflected on Maker's internal books and
records;

            


    

     

    
      	
              (5)  

            	
              An
      amount equal to the total reduction in the fair market value
      of  the Collateral OREO, as reflected on Maker's internal books
      and records;

            


    

     

    
      	
              (6)  

            	
              All
      payments received by Maker or any affiliate of Maker (including, without
      limitation, Harborside Community Bank) from any federal or state
      governmental agency or authority or other regulatory body relating to the
      Collateral Notes or the Collateral OREO;
and

            


    

     

    
      	
              (7)  

            	
              A
      fee in the amount of five hundred dollars ($500.00) each month as payment
      to Lewis Broadcasting Corporation for the administration costs relating to
      the Participation Agreement between the participating lenders (the
      "Administrative Fee").

            


    

     

    For
purposes of this Section 1(b), "net sales proceeds" means the gross sales
proceeds from the sale of any Collateral OREO, or underlying collateral securing
the Collateral Notes, less any real estate commission or other closing costs not
paid to Maker or any affiliate of Maker. Each monthly payment shall be
accompanied by a certificate, in the form attached hereto as Exhibit C, executed
by an officer of Maker setting forth the amounts of principal payments received,
proceeds received, write-offs taken and the amount of fair market value
reduction recognized by Maker with respect to Maker's payment obligations under
this Section 1(b) during the immediately preceding calendar month.

     

    
      	
              2.  

            	
              Variable, Monthly
      Interest Payments.

            


    

     

    
      	
              (a)  

            	
              Maker
      shall pay interest to Holder in arrears on a monthly basis. Each monthly
      interest payment shall be due on or before the fifth (5th) day of each
      calendar month. The first monthly interest payment shall be due and
      payable on or before October 5, 2009, and shall include interest accrued
      from the date of this Note through and including September 30, 2009.
      Thereafter, each of the remaining monthly interest payments shall be due
      and payable on or before the fifth (5th) day of each
      month immediately following
thereafter.

            


    

     

    
      	
              (b)  

            	
              During
      the term of this Note, interest shall accrue on the
      unpaid principal balance at a variable rate of interest per annum, which
      shall be adjusted on a daily basis, equal to two hundred (200) basis
      points in excess of the "prime rate" published in The Wall Street Journal
      (the "Interest Rate"); provided,
      however, that at no time shall the Interest Rate applicable under this
      Note be less than Seven and One-Half Percent (7.5%) per annum (regardless
      of how low the said "prime rate" falls). All interest shall be calculated on
      the basis of a 360-day year. Subject to any maximum or minimum interest
      rate limitation specified herein or by applicable law, the variable rate
      of interest on the obligations evidenced hereby shall change automatically
      without notice to Maker with each change in the "prime rate." If The Wall Street Journal
      prime rate is discontinued as a standard or becomes
      unascertainable, then the interest rate as used hereinabove
      shall be the "prime rate" as published from time to time by Bank of
      America, N.A., Charlotte, North
Carolina.

            


    

     

    
      
        2

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (c)  

            	
              During
      any Covenant Default Quarter, as defined in Section 19(a) of this Note,
      interest due under this Note shall be calculated at the Interest Rate plus
      two hundred (200) basis points; provided that in no event shall the
      interest rate during such Covenant Default Quarter be less than Ten
      Percent (10%) ("Covenant Default Interest
  Rate").

            


    

     

    
      	
              (d)  

            	
              During
      any Asset Ratio Default Quarter, as defined in Section 19(b) of this Note,
      interest due under this note shall be calculated at the Interest Rate plus
      fifty (50) basis points; provided that in no event shall the Interest Rate
      during such Asset Ratio Default Quarter be less than Eight Percent (8%)
      ("Asset Ratio Default Interest
Rate").

            


    

     

    
      	
              3.  

            	
              Minimum Annual
      Payments.

            


    

     

    
      	
              (a)  

            	
              Notwithstanding
      anything to the contrary, on September 29, 2010, Maker shall pay to Holder
      an amount equal to the difference between (i) Three Million Seven
      Hundred Fifty Thousand Dollars ($3,750,000.00) and (ii) the sum of
      all principal payments made by Maker to Holder pursuant to Section 1(b)
      above or otherwise pursuant to this
Note.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      anything to the contrary, on September 29, 2011, Maker shall pay to Holder
      an amount equal to the difference between (i) Seven Million Five
      Hundred Thousand Dollars ($7,500,000.00) and (ii) the sum of all
      principal payments made by Maker to Holder pursuant to Section 1(b) above,
      or otherwise pursuant to this Note.

            


    

     

    
      	
              4.  

            	
              Maturity.
      Notwithstanding anything contained herein to the contrary, this Note shall
      mature on September 29, 2012, and all outstanding amounts due and payable
      under this Note shall be immediately due and payable on the date of
      maturity.

            


    

     

    
      	
              5.  

            	
              Prepayment.
      Except for the payments referred to in Sections 1(b)(i) - 1(b)(vi) and 3
      above or pursuant to an acceleration of this Note pursuant to Section 8
      below, Maker shall not be entitled to prepay any principal outstanding
      under this Note in whole or in part prior to the Maturity
      Date.

            


    

     

    
      	
              6.  

            	
              Application of
      Payments. Other than with respect to the mandatory principal
      payments required to be made under Section 3 above, which shall be applied
      to principal, any prepayment shall be applied first to unpaid accrued
      interest, if any, and then to the outstanding
  principal.

            


    

     

    
      	
              7.  

            	
              Event of
      Default. An event of default ("Event of Default") means the
      occurrence of any of the following
events:

            


    

     

    
      	
              (a)  

            	
              Any
      failure to pay in full any payment when due
  hereunder;

            


    

     

    
      	
              (b)  

            	
              Any
      breach by Maker of its covenants, agreements or obligations under this
      Note or under any security instrument or collateral assignment executed by
      Maker in favor of Holder and securing this Note, which breach is not cured
      (if such breach is capable of being cured) within ten (10) days after the
      date Holder gives written notice of such breach to Maker; provided,
      however, that the failure of Maker to comply with any of the covenants
      listed in Sections 18(a)(i) through Section 18(a)(iv) of this Note shall
      not constitute an Event of Default so long as Holder pays each monthly
      interest payment at the Covenant Default Interest Rate or the Asset Ratio
      Default Interest Rate, as
applicable;

            


    

     

    
      
        3

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (c)  

            	
              Any
      breach by any guarantor of the obligations evidenced by this Note (a
      "Guarantor") or any guaranty agreement executed in favor of
      Holder;

            


    

     

    
      	
              (d)  

            	
              A
      proceeding being filed or commenced against Maker for dissolution or
      liquidation which is not dismissed within sixty (60) days of filing, or
      Maker voluntarily or involuntarily dissolving or being
      dissolved;

            


    

     

    
      	
              (e)  

            	
              The
      appointment of a custodian, trustee, liquidator or receiver for or for any
      of the property of, or an assignment for the benefit of creditors by, or
      the filing of a petition under any bankruptcy, insolvency or debtor's relief law or for
      any adjustment of indebtedness, composition or extension by or against
      Maker or any guarantor of this Note;
or

            


    

     

    
      	
              (f)  

            	
              The
      occurrence of a "change of control" with respect to Maker or any
      Guarantor. For purposes of this Section 7, a "change of control" shall
      mean any "person" or "group" (as such terms are used in Sections 13(D) and
      14(D) of the Securities and Exchange Act of 1934, as amended) shall own,
      directly or indirectly, 20% or more of the voting capital stock of Maker
      or Guarantor other than as currently in place as of the date hereof, the
      sale or transfer by Maker or any Guarantor of all or substantially all of
      its assets in one or more series of transactions, the merger or other
      business combination of Maker or any Guarantor with or into any other
      person or entity, or the resignation or removal of 50% or more of the
      members of the board of directors of Maker or any Guarantor currently
      serving as of the date hereof.

            


    

     

    
      	
              8.  

            	
              Right to Accelerate;
      Default Interest Rate.  Upon the occurrence of an Event
      of Default, Holder shall have the immediate right to accelerate the
      outstanding indebtedness under this Note and declare all such sums
      immediately due and payable without any further action or notice to
      Maker whatsoever as well
      as to exercise any and all other remedies available to Holder of any
      nature whatsoever. Upon such acceleration, interest shall accrue on all of
      the outstanding indebtedness at the default interest rate ("Default
      Interest Rate"), which shall be an interest rate equal to the greater of
      (i) the Interest Rate plus Four Percent (4%) or (ii) Twelve Percent (12%)
      per annum, determined daily, from the date of acceleration until
      repaid.

            


    

     

    
      	
              9.  

            	
              Collection Costs and
      Attorney's Fees. Time is
      of the essence of this Note and each term, provision and covenant herein.
      In the event this Note is placed in the hands of an attorney for
      collection (whether suit be brought or not), the Maker hereof shall pay on
      demand all reasonable costs and expenses incurred by the Holder arising
      therefrom, including reasonable attorney's fees and
      expenses.

            


    

     

    
      	
              10.  

            	
              Waivers. The
      Maker and all endorsers and Guarantors hereof, if any, and all others who
      may become liable for all or any part of the obligations referenced
      hereunder each severally waives presentment for payment, demand for
      payment, protest and notice of nonpayment, and any and all other notices
      and demands which may be required by applicable law. Failure to accelerate
      the indebtedness evidenced hereby by reason of an occurrence of an event
      of default or the acceptance of a past due payment shall not be construed
      as a novation of this Note or a waiver of the right of Holder to
      thereafter insist upon strict compliance with the terms of this Note
      without previous notice of such intention given to
  Maker.

            


    

     

    
      
        4

      

      
         

        
          

        

      

      
         

      

    

    
      	
              11.  

            	
              Notices. All
      notices and other communications required or permitted to be given
      hereunder or by reason of this Note shall be in writing and shall be
      deemed to have been properly given when delivered in person, when received
      by facsimile or e-mail, when delivered by nationally recognized overnight
      courier, or five (5) days after being deposited in the U.S. Mail,
      certified mail, return receipt requested, postage prepaid, to the parties
      addressed to their addresses for notice listed
  above.

            


    

     

    
      	
              12.  

            	
              Assignment; Binding
      Effect.  Maker may not assign or delegate any of its
      rights, duties or obligations under this Note without the prior written
      consent of Holder. Holder may assign from time to time all or part of this
      Note or participations in this Note without Maker's consent. This Note
      shall inure to the benefit of and be binding upon the respective
      successors, estates, heirs, legal representatives and permitted assigns of
      the parties hereto.

            


    

     

    
      	
              13.  

            	
              Severability.
      Whenever possible, each provision of this Note, or subpart thereof, shall
      be interpreted so as to be valid and effective under applicable law, but
      if any provision of this Note, or subpart thereof, shall be prohibited or
      invalid under applicable law, that provision shall be ineffective only to
      the extent of the prohibition or invalidity, without invalidating the
      remainder of that provision or the remaining provisions of this
      Note.

            


    

     

    
      	
              14.  

            	
              Choice of
      Law/Jurisdiction. It is the intention of the parties hereto that
      the terms of this Note are to be construed in accordance with and governed
      by the laws of the State of Georgia, without reference to the conflicts or
      choice of law principles thereof. Maker agrees that any legal action or
      proceeding with respect to this Note may be brought in the federal or
      state courts of Chatham County, State of Georgia, all as Holder may elect.
      By execution of this Note, Maker hereby submits to the jurisdiction and
      venue of said courts, hereby expressly waiving any defense of personal
      jurisdiction or improper venue. Nothing herein shall affect the right of
      Holder to commence legal proceedings or otherwise proceed against Maker in
      any other jurisdiction or to serve process in any manner permitted or
      required by law.

            


    

     

    
      	
              15.  

            	
              Savings
      Clause/Headings/Entire Agreement/Waivers. If from any circumstances
      whatsoever fulfillment of any provision of this Note at the time
      performance of such provision shall be due shall involve transcending the
      limit of validity presently prescribed by any applicable usury statute or
      any other law, with regard to obligations of like character and amount,
      then, ipso facto, the obligation to be fulfilled shall be reduced to the
      limit of such validity, so that in no event shall any exaction be possible
      under this note that is in excess of the limit of such validity, but such
      obligation shall be fulfilled to the limit of such validity. The paragraph
      headings or captions appearing in this Note are for convenience only, are
      not part of this Note and are not to be considered in interpreting this
      Note. This Note and all exhibits and documents incorporated herein by
      reference constitute the entire and complete agreement between the parties
      hereto and supersede any prior oral or written agreement between the
      parties with respect to the obligations and covenants contemplated
      hereunder. It is expressly agreed that there are no verbal understandings
      or agreements which in any way change the terms, covenants, and conditions
      herein set forth, and that no modification of this Note and no waiver or
      release of any obligation or right of any party hereto shall be valid and
      enforceable unless made in writing and duly executed by all parties
      hereto.

            


    

     

    
      	
              16.  

            	
              Security.
      Maker's performance under this Note is secured by (a) the unconditional
      guaranty of even date herewith executed by Maker's parent company, The
      Savannah Bancorp, Inc., a Georgia corporation, in favor of Holder, and (b)
      the Security Agreement.

            


    

     

    
      
        5

      

      
         

        
          

        

      

      
         

      

    

    
      	
              17.  

            	
              Closing Costs.
      All closing costs associated with the loan contemplated hereby, including
      Holder's reasonable attorneys' fees, shall be paid by
    Maker.

            


    

     

    
      	
              18.  

            	
              Reporting
      Requirements. Maker shall maintain a system of accounting
      established and administered in accordance with sound business practices
      to permit preparation of financial statements in conformity with generally
      accepted accounting principles, consistently applied. During the term of
      this Note, Maker shall provide Holder with the following
      reports:

            


    

     

    
      	
              (a)  

            	
              Quarterly Non-Default
      Certificate. Maker shall deliver within thirty (30) days following
      the end of each calendar quarter, a certificate in the form attached
      hereto as Exhibit D (the
      "Non-Default Certificate"), signed by Maker or by its principal financial
      officer to the effect that no event of default as specified herein or any
      event which, upon notice or lapse of time or both, would constitute such
      an Event of Default, has occurred and that Maker is in compliance with
      each of the following financial covenants listed below in Sections
      18(a)(i) through 18(a)(iv).

            


    

     

    
      	
              (i)  

            	
              Loan-to-Value
      Ratio. On the last day of each calendar quarter during the term of
      this Note, Maker shall have and maintain a loan-to-value ratio of at least
      1.00:1.00. "Loan-to-value ratio" will be calculated by dividing (A) the
      fair market value of the sum of Collateral OREO and the Collateral Notes,
      as determined in accordance with all rules and regulations promulgated by
      any governmental or regulatory authority with respect to any national
      bank, including, without limitation, the Office of the Comptroller of the
      Currency and the Georgia Department of Banking and Finance, by (B) the
      outstanding principal balance of this Note. The Non-Default Certificate
      shall reflect the fair market value of each piece of Collateral OREO and
      each Collateral Note as of the last day of the immediately preceding
      calendar quarter.

            


    

     

    
      	
              (ii)  

            	
              Well-Capitalized
      Status. The Savannah Bank, N.A. and Bryan Bank & Trust shall
      each maintain a well-capitalized status as determined by the Office of the
      Comptroller of the Currency as to The Savannah Bank, N.A. and the Georgia
      Department of Banking and Finance as to Bryan Bank & Trust. The
      Non-Default Certificate shall include evidence of compliance of The
      Savannah Bank, N.A. and Bryan Bank & Trust with this Section
      18(a)(ii).

            


    

     

    
      	
              (iii)  

            	
              Non-Performing Assets
      Ratio. On the date of this Note and on the last day of each
      calendar quarter during the term of this Note, the amount of
      non-performing assets of The Savannah Bancorp, Inc., on a consolidated
      basis, as set forth on The Savannah Bancorp, Inc.'s financial statements
      provided to the Securities and Exchange Commission (the "SEC") in
      connection with the filing of The Savannah Bancorp, Inc.'s quarterly and
      annual reports pursuant to the Securities and Exchange Act of 1934, as
      amended (the "Non-Performing Assets Ratio"), shall not exceed Four and
      Three-Quarters Percent (4.75%) of the total assets of The Savannah
      Bancorp, Inc., on a consolidated basis. Within five (5) days of the filing
      of each quarterly and annual report by The Savannah Bancorp, Inc. with the
      SEC, Maker shall provide a copy of each such filing to Holder together
      with the Non Default Certificate certifying compliance with this Section
      18(a)(iii).

            


    

     

    
      	
              (iv)  

            	
              Dividend Ratio.
      During the term of this Note, dividends paid out by The Savannah Bancorp,
      Inc. to its shareholders during each calendar quarter shall not exceed
      Fifty Percent (50%) of the after-tax net income of The Savannah Bancorp,
      Inc. and its subsidiaries, per the Statement of Operations contained in
      its form 10-Q or 10-K filed with the SEC with respect to the immediately
      preceding calendar quarter.

            


    

     

    
      
        6

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (b)  

            	
              Monthly Activity
      Report. Maker shall deliver within ten (10) days following the end
      of each calendar month, a certificate in the form attached hereto as Exhibit C (the
      "Monthly Activity Report"), signed by Maker or by its principal financial
      officer setting forth a written summary of all activity relating to
      Collateral OREO and Collateral Notes during the immediately preceding
      calendar month, as well as all disclosures required of Maker pursuant to
      Section 1(b) supra. Maker shall include with the Monthly Activity Report
      the internally produced financial statements of SAVB Holdings,
      LLC.

            


    

     

    
      	
              19.  

            	
              Covenant
      Default.

            


    

     

    
      	
              (a)  

            	
              In
      the event that Maker fails to comply with any of the covenants listed in
      Section 18(a)(i) through Section 18(a)(iv) or is unable to make the
      certifications required with respect to such covenants in its Non-Default
      Certificate (other than a failure described in Section 19(b) below), the
      entire calendar quarter in which such Non-Default Certificate is delivered
      to Maker shall be deemed a covenant default quarter ("Covenant Default
      Quarter").  In the event that Maker is unable to certify
      compliance with the covenant contained in Section 18(a)(iv) regarding
      dividends paid by The Savannah Bancorp, Inc. to its shareholders (the
      "Excess Dividend Covenant"), then the entire calendar quarter in which the
      Excess Dividend Covenant is breached (the "Excess Dividend Quarter") shall
      be deemed to be a Covenant Default Quarter.  In addition, Maker
      shall pay to Holder, on the date which Maker sends to Holder the
      Non-Default Certificate which discloses the breach of the Excess Dividend
      Covenant, an amount equal to the difference between (x) the total amount
      of interest which would have been due under this Note had the Covenant
      Default Interest Rate been in effect from the first day of the Excess
      Dividend Quarter until the date such payment is made (the "Retroactive
      Interest Payment Period") and (y) the amount of interest Maker has
      actually paid during the Retroactive Interest Payment Period.
    

            


    

     

    
      	
              (b)  

            	
              In
      the event Maker complies with each of the covenants listed in Sections
      18(a)(i), (ii), and (iv), but fails to comply with the covenant listed in
      Section 18(a)(iii), and the Non-Performing Assets Ratio does not exceed
      Five and One-Quarter Percent (5.25%), the entire calendar quarter in which
      such Non-Default Certificate is delivered to Maker shall be deemed an
      asset ratio default quarter ("Asset Ratio Default
    Quarter").

            


    

     

    
      	
              20.  

            	
              Negative
      Pledge. During the term of this Note, Maker shall provide Holder
      with notice of any sale or payment of any Collateral Note or Collateral
      OREO and the principal payment to Holder with respect to such sale or
      payment must be the greater of (A) the net sales proceeds from such sale
      or (B) the stated value of that asset on Maker's most recent financial
      statement which sets forth the value of the asset sold; provided that the
      Holder has the right, in its sole discretion, to fully collateralize the
      Note by filing mortgages/debt deeds on all of the Collateral OREO and
      taking possession and an assignment of the Collateral Notes if it deems
      itself insecure at any time prior to the payoff of the obligations
      evidenced by the Note. During the term of this Note, Maker shall not grant
      any person or entity other than Holder a security interest in any of
      Maker's assets.

            


    

     

    


    
      
        7

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              21.  

            	
              Waiver of Right to
      Trial by Jury.   THE
      UNDERSIGNED HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
      CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS NOTE OR
      ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
      CONNECTION HEREWITH OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR
      INCIDENTAL TO THE DEALINGS OF THE UNDERSIGNED OR HOLDER WITH RESPECT TO
      THIS NOTE OR ANY OTHER INSTRUMENT,
      DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE
      TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING
      OR HEREAFTER ARISING, AND WHETHER ARISING IN CONTRACT OR TORT OR
      OTHERWISE; AND THE UNDERSIGNED HEREBY AGREES AND CONSENTS THAT ANY SUCH
      CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY A COURT TRIAL
      WITHOUT A JURY, AND THAT THE UNDERSIGNED OR THE HOLDER MAY FILE AN
      ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
      EVIDENCE OF THE CONSENT OF THE UNDERSIGNED TO THE WAIVER OF THE RIGHT OF
      THE UNDERSIGNED TO A TRIAL BY
JURY.

            


    

     

     

    


     

    IN
WITNESS WHEREOF, this Note has been executed under seal as of the date first set
forth above, as follows:

     

    Signed,
sealed and delivered in
the                                                                                     SAVB
HOLDINGS, LLC,

    presence
of:                                                                                                                              as
Maker

     

    ________________________                                                                           By:
_/s/ John C.
Helmken II_


    Witness                                                                                                                      
     John C. Helmken II, as Manager

     

    


     

    _________________________                                                                           Attest:
_/s/ R. Stephen
Stramm_

    Notary
Public                                                                                                             
     R. Stephen Stramm, as Manager


    
      
         
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