EX-10.2







Exhibit 10.2









PROMISSORY NOTE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal	 	Loan Date	 	 	Maturity	 	 	Loan No	 	 	Call / Coll	 	 	Account	 	 	Officer	 	 	Initials	 
	$2,000,000.00
	 	 	12-30-2008	 	 	 	06-30-2009	 	 	 	 	 	 	 	010	 	 	P	-20754	 	 	MRS	 	 	 	 






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:

	 	Community First, Inc. (TIN: 04-3687717)
	 	Lender:
	 	TENNESSEE COMMERCE BANK
	 

	 	501 S. James Campbell Blvd
	 	 	 	MAIN OFFICE
	 

	 	Columbia, TN 38402
	 	 	 	381 Mallory Station Road, Suite 207
	 

	 	 	 	 	 	Franklin, TN 37067
	 

	 	 	 	 	 	(615) 599-2274






			
	 	 	 
	Principal Amount: $2,000,000.00
	 	Date of Note: December 30, 2008





PROMISE TO PAY. Community First, Inc. (“Borrower”) promises to pay to TENNESSEE COMMERCE BANK
(“Lender”), or order, in lawful money of the United States of America, the principal amount
of Two Million & 00/100 Dollars ($2,000,000.00), together with interest on the unpaid
principal balance from December 30, 2008, until paid in full.



PAYMENT. Borrower will pay this loan in one principal payment of $2,000,000.00 plus interest
on June 30, 2009. This payment due on June 30, 2009, will be for all principal and all
accrued interest not yet paid. Unless otherwise agreed or required by
applicable law,
payments will be applied first to any accrued unpaid interest: then to principal; then to any
unpaid collection costs; and then to any late charges. 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 Money
Rate Section of the Wall Street Journal. If a range of Rates is published, the highest will
be used (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 5.000% per annum based on a
year of 360 days. NOTICE: Under no circumstances will the interest rate on this Note be less
than 5.000% 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 under the payment schedule. 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 full” 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: TENNESSEE COMMERCE BANK, MAIN OFFICE , 381 Mallory Station
Road, Suite 207, Franklin, TN 37067.



LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.000% of the
regularly scheduled payment.



INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the
interest rate on this Note shall be increased by adding a 4.000 percentage point margin
(“Default Rate Margin”). The Default Rate Margin shall also apply to each succeeding
interest rate change that would have applied had there been no default. 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.




Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan,
extension of credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially affect any of
Borrower’s property or Borrower’s ability to repay this Note or perform Borrower’s
obligations under this Note or any of the related documents.




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.




Insecurity. Lender in good faith believes itself insecure.


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.



JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.



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 Tennessee without
regard to its conflicts of law provisions. This Note has been accepted by Lender in the State
of Tennessee.



DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $ 15.00 if Borrower makes a
payment on Borrower’s loan and the check or

















 






PROMISSORY NOTE




					
	 
	 	(Continued)
	 	Page 2






preauthorized charge with which Borrower pays is later dishonored.



RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in
all Borrower’s accounts with Lender (whether checking, savings, or some other account). This
includes 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, and, at Lender’s option, to administratively freeze all
such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this
paragraph.



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: TENNESSEE COMMERCE BANK 381 Mallory Station Road, Suite 207 Franklin, TN
37067.



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 allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any
change in the terms of this Note, and unless otherwise expressly stated 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:



COMMUNITY FIRST, INC.



	 	 	 	 	 
	By:

	 	/s/ Dianne Scroggins
 

Dianne Scroggins, Chief Financial Officer of

Community First, Inc.