exhibit102.htm


    EXHIBIT
10.2

     

    

      PROMISSORY NOTE 

      
         

        
          	
                   Principal

                	
                  Loan
      Date 

                	
                  Maturity 

                	
                  Loan
    No

                	
                  Call /
      Coll 

                	
                  Account 

                	
                  Officer  

                	
                  Initials 

                
	
                   $1,000,000

                	
                  01-13-2009 

                	
                  07-13-2010 

                	
                  1673921 

                	
                          
      1 

                	 	
                  JMR 

                	 


        

      

      
        	
                 References in
      the boxes above are for Lender's use only and do not limit the
      applicability of this document to any particular loan or
item.

                Any item above containing
      "***" has been omitted due to text length
  limitations.

              


      

       

      


       

      
        	
                Borrower:

                 

                 

                 

                 

              	
                STATIONERS,
      INC.

                P.O. BOX
      2167

                HUNTINGTON, WV
      25701

                 

                 

              	Lender:	
                FIRST
      SENTRY BANK

                P.O. BOX 2107

                823 8TH STREET

                HUNTINGTON, WV
25721

              


      

       

      
        
        

         

        
          	Principal
      Amount: $1,000,000	Date
      of Note: January 13, 2009 


        

         

         

        PROMISE
TO PAY. Stationers, Inc. (“Borrower”) promises to pay to FIRST SENTRY BANK
(“Lender,.), or order, in lawful money of the United States of America, the
principal amount of One Million & 00/100 Dollars ($1,000,000.00) or so much
as may be outstanding, together with interest on the unpaid outstanding
principal balance of each advance. Interest shall be calculated from the date of
each advance until repayment of each advance.

         

        PAYMENT.
Borrower will pay this loan in one payment of all outstanding principal plus all
accrued unpaid interest on July 13, 2010. In addition, Borrower will pay regular
monthly payments of all accrued unpaid interest due as of each payment date,
beginning February 13,2009, with all subsequent interest payments to be due on
the same day of each month after that. Unless otherwise agreed or required by
applicable law, payments will be applied first to any unpaid collection costs;
then to any late charges; then to any accrued unpaid interest; and then to
principal. Borrower will pay Lender at Lender’s address shown above or at such
other place as Lender may designate in writing.

         

        VARIABLE INTEREST
RATE. The interest rate on this Note is subject to change from time to
time based on changes in an independent index which is the Prime Rate as
published in the Wall Street Journal (the “Index”). The Index is not necessarily
the lowest rate charged by Lender on its loans. If the Index becomes unavailable
during the term of this loan, Lender may designate a substitute index after
notifying Borrower. Lender will tell Borrower the current Index rate upon
Borrower’s request. The interest rate change will not occur more often than each
day. Borrower understands that Lender may make loans based on other rates as
well. The Index
currently is 3.250% per annum. The interest rate to be applied to the
unpaid principal balance of this Note will be calculated as described in the
“INTEREST CALCULATION METHOD” paragraph using a rate equal to the Index,
adjusted if necessary for any minimum and maximum rate limitations described
below, resulting in an initial rate of 4.250% per annum based on a year of 360
days. NOTICE: Under no circumstances will the interest rate on this Note be less
than 4.250% per annum or more than the maximum rate allowed by applicable
law.

         

        INTEREST CALCULATION
METHOD. Interest on this Note is computed on a 365/360 basis; that is, by
applying the ratio of the interest rate over a year of 360 days, multiplied by
the outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding. All interest payable under this Note is
computed using this method.

         

        PREPAYMENT.
Borrower may pay without penalty all or a portion of the amount owed earlier
than it is due. Early payments will not, unless agreed to by Lender in writing,
relieve Borrower of Borrower’s obligation to continue to make payments of
accrued unpaid interest, Rather, early payments will reduce the principal
balance due. Borrower agrees not to send Lender payments marked “paid in full”,
“without recourse”, or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lender’s rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes “payment in fur
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to: FIRST
SENTRY BANK, P.O. BOX 2107 HUNTINGTON, WV 25721.

         

        LATE CHARGE. If a
payment is 10 days or more late, Borrower will be charged $25.00.

         

        INTEREST AFTER
DEFAULT. Upon default, including failure to pay upon final maturity, the
total sum due under this Note will continue to accrue interest at the interest
rate under this Note. However, in no event will the interest rate exceed the
maximum interest rate limitations under applicable law.

         

        DEFAULT. Each of
the following shall constitute an event of default (“Event of Default”) under
this Note:

         

        
          	 	
                  Payment
      Default. Borrower fails to make any payment when due under this
      Note.

                   

                
	 	
                  Other
      Defaults. Borrower fails to comply with or to perform any other
      term, obligation, covenant or condition contained in this Note or in any
      of the related documents or to comply with or to perform any term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Borrower.

                   

                
	 	
                  False
      Statements. Any warranty, representation or statement made or
      furnished to Lender by Borrower or on Borrower’s behalf under this Note or
      the related documents is false or misleading in any material respect,
      either now or at the time made or furnished or becomes false or misleading
      at any time thereafter.

                   

                
	 	
                  Insolvency.
      The dissolution or termination of Borrower’s existence as a going
      business, the insolvency of Borrower, the appointment of a receiver for
      any part of Borrower’s property, any assignment for the benefit of
      creditors, any type of creditor workout or the commencement of any
      proceeding under any bankruptcy or insolvency laws by or against
      Borrower.

                   

                
	 	
                  Creditor or
      Forfeiture Proceedings. Commencement of foreclosure or forfeiture
      proceedings, whether by judicial proceeding, self-help, repossession or
      any other method, by any creditor of Borrower or by any governmental
      agency against any collateral securing the loan. This includes a
      garnishment of any of Borrower’s accounts, including deposit accounts,
      with Lender. However, this Event of Default shall not apply if there is a
      good faith dispute by Borrower as to the validity or reasonableness of the
      claim which is the basis of the creditor or forfeiture proceeding and if
      Borrower gives Lender written notice of the creditor or forfeiture
      proceeding and deposits with Lender monies or a surety bond for the
      creditor or forfeiture proceeding, in an amount determined by Lender, in
      its sole discretion, as being an adequate reserve or bond for the
      dispute.

                   

                
	 	
                  Events Affecting
      Guarantor. Any of the preceding events occurs with respect to any
      guarantor, endorser, surety, or accommodation party of any of the
      indebtedness or any guarantor, endorser, surety, or accommodation party
      dies or becomes incompetent, or revokes or disputes the validity of, or
      liability under, any guaranty of the indebtedness evidenced by this
      Note.

                   

                
	 	
                  Change In
      Ownership. Any change in ownership of twenty-five percent (25%) or
      more of the common stock of Borrower.

                   

                
	 	
                  Adverse
      Change. A material adverse change occurs in Borrower’s financial
      condition, or Lender believes the prospect of payment or performance of
      this Note is impaired.

                   

                
	 	
                  Cure
      Provisions. If any default, other than a default in payment is
      curable and if Borrower has not been given a notice of a breach of the
      same provision of this Note within the preceding twelve (12) months, it
      may be cured if Borrower, after receiving written notice from Lender
      demanding cure of such default: (1) cures the default within ten (10)
      days; or (2) if the cure requires more than ten (10) days, immediately
      initiates steps which Lender deems in Lender’s sole discretion to be
      sufficient to cure the default and thereafter continues and completes all
      reasonable and necessary steps sufficient to produce compliance as soon as
      reasonably practical.

                


        

         

        LENDER’S RIGHTS.
Upon default, Lender may declare the entire unpaid principal balance under this
Note and all accrued unpaid interest immediately due, and then Borrower will pay
that amount.

         

        ATTORNEYS’ FEES;
EXPENSES, Lender may hire or pay someone else to help collect this Note
if Borrower does not pay. Borrower will pay Lender that amount. This includes,
subject to any limits under applicable law, Lender’s attorneys’ fees and
Lender’s legal expenses, whether or not there is a lawsuit, including attorneys’
fees, expenses for bankruptcy proceedings (including efforts to modify or vacate
any automatic stay or injunction), and appeals. If not prohibited by applicable
law, Borrower also will pay any court costs, in addition to all other sums
provided by law.

         

        GOVERNING
LAW. This Note will be governed by federal law applicable to Lender and, to the
extent not preempted by federal law, the laws of the State of West Virginia
without regard to its conflicts of law provisions. This Note has been accepted
by Lender in the State of West Virginia.

         

        CHOICE OF VENUE.
If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the
jurisdiction of the courts of CABELL County, State of West
Virginia.

         

        RIGHT OF SETOFF.
To the extent permitted by applicable law, Lender reserves a right of
setoff ri all Borrowers accounts with Lender (whether checking, savings, or some
other account). This includes all accounts Borrower holds jointly with someone
else and all accounts Borrower may open in the future. However, this does not
include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on the debt against any and
all such accounts.

         

        LINE OF CREDIT.
This Note evidences a revolving line of credit. Advances under this Note, as
well as directions for payment from Borrower’s accounts, may be requested orally
or in writing by Borrower or by an authorized person. Lender may, but need not,
require that all oral requests be confirmed in writing. The following person or
persons are authorized to request advances and authorize payments under the line
of credit until Lender receives from Borrower, at Lender’s address shown above,
written notice of revocation of such authority: J. MAC
ALDRIDGE, Chairman of the Board of
Stationers, Inc. Borrower agrees to be
liable for all sums either: (A) advanced in accordance with the instructions of
an authorized person or (B) credited to any of Borrower’s accoUnts with Lender.
The unpaid principal balance owing on this Note at any time may be evidenced by
endorsements on this Note or by Lender’s internal records, including daily
computer print—outs. Lender will have no obligation to advance funds under this
Note if: (A) Borrower or any
guarantor is in default under the terms of this Note or any agreement that
Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of this Note; (B) Borrower or any guarantor ceases
doing business or is insolvent; (C) any guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such guarantor’s guarantee of this Note or
any other loan with Lender; or CD) Borrower has applied funds provided pursuant
to this Note for purposes other than those authorized by Lender.

           

          PRIOR
NOTE. THIS
NOTE REPRESENTS THE RENEWAL AND EXTENSION OF THAT CERTAIN PROMISSORY NOTE DATED
12/06/99.
THE NOTE WAS
LAST RENEWED AND EXTENDED ON 4/7/07. ALL TERMS AND CONDITIONS OF THE ORIGINAL
NOTE, INCLUDING PROVISIONS FOR COLLATERAL
AND PERSONAL GUARANTEES, SHALL REMAIN IN FULL FORCE AND EFFECT... 
..

           

          SUCCESSOR
INTERESTS. The terms of this Note
shall be binding upon Borrower, and upon Borrower’s heirs, personal
representatives, successors and assigns, and shall inure to the benefit of
Lender and its successors and assigns.

           

          NOTIFY
US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please notify us
if we report any inaccurate information about your account(s) to a consumer
reporting agency. Your written notice describing the specific inaccuracy(ies)
should be sent to us at the following address: FIRST SENTRY BANK P.O. BOX 2107
HUNTINGTON, WV 25721.

           

          GENERAL
PROVISIONS. If any part of this
Note cannot be enforced, this fact will not affect the rest of the Note. Lender
may delay or forgo enforcing any of its rights or remedies under this Note
without losing them. Borrower and any other person who signs, guarantees or
endorses this Note, to the extent lIowed by law, waive presentment, demand for
payment, and notice of dishonor. Upon any change in the terms of this Note, and
unless otherwise expressly slated in writing, no party who signs this Note,
whether as maker, guarantor, accommodation maker or endorser, shall be released
from liability. All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Lender’s
security interest in the collateral; and take any other action deemed necessary
by Lender without the consent of or notice to anyone. All such parties also
agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.

           

          PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE
TERMS OF THE NOTE.

           

          BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

           

           

          BORROWER:

           

           

          STATIONERS,
INC.

           

          By: COPY                          


               
J. MAC A1.DRIDGE