IN ADDITION TO ITS OTHER RIGHTS AND REMEDIES, BANK MAY TERMINATE OR SUSPEND
BORROWER'S RIGHT TO RECEIVE ANY FUTURE OR ADDITIONAL ADVANCES UNDER THIS NOTE
AND THE OTHER LOAN DOCUMENTS.
ANTI-MONEY LAUNDERING AND ANTI-TERRORISM. BORROWER REPRESENTS, WARRANTS AND
COVENANTS TO BANK AS FOLLOWS: (1) BORROWER (A) IS NOT AND SHALL NOT BECOME A
PERSON WHOSE PROPERTY OR INTEREST IN PROPERTY IS BLOCKED OR SUBJECT TO BLOCKING
PURSUANT TO SECTION 1 OF EXECUTIVE ORDER 13224 OF SEPTEMBER 23, 2001 BLOCKING
PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO
COMMIT, OR SUPPORT TERRORISM (66 FED. REG. 49079 (2001)), (B) DOES NOT ENGAGE IN
AND SHALL NOT ENGAGE IN ANY DEALINGS OR TRANSACTIONS PROHIBITED BY SECTION 2 OF
SUCH EXECUTIVE ORDER, AND IS NOT AND SHALL NOT OTHERWISE BECOME ASSOCIATED WITH
ANY SUCH PERSON IN ANY MANNER VIOLATIVE OF SECTION 2, (C) IS NOT AND SHALL NOT
BECOME A PERSON ON THE LIST OF SPECIALLY DESIGNATED NATIONALS AND BLOCKED
PERSONS, AND (D) IS NOT AND SHALL NOT BECOME SUBJECT TO THE LIMITATIONS OR
PROHIBITIONS UNDER ANY OTHER U.S. DEPARTMENT OF TREASURY'S OFFICE OF FOREIGN
ASSETS CONTROL REGULATION OR EXECUTIVE ORDER; (2) BORROWER IS AND SHALL REMAIN
IN COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH (A) THE TRADING WITH THE ENEMY
ACT, AS AMENDED, AND EACH OF THE FOREIGN ASSETS CONTROL REGULATIONS OF THE
UNITED STATES TREASURY DEPARTMENT (31 CFR, SUBTITLE B, CHAPTER V, AS AMENDED)
AND ANY OTHER ENABLING LEGISLATION OR EXECUTIVE ORDER RELATING THERETO, AND
(B) THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS
REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM (USA PATRIOT ACT OF 2001); AND
(3) BORROWER HAS NOT AND SHALL NOT USE ALL OR ANY PART OF THE PROCEEDS, ADVANCES
OR OTHER AMOUNTS OR SUMS EVIDENCED BY THIS NOTE, DIRECTLY OR INDIRECTLY, FOR ANY
PAYMENTS TO ANY GOVERNMENTAL OFFICIAL OR EMPLOYEE, POLITICAL PARTY, OFFICIAL OF
A POLITICAL PARTY, CANDIDATE FOR POLITICAL OFFICE, OR ANYONE ELSE ACTING IN AN
OFFICIAL CAPACITY, IN ORDER TO OBTAIN, RETAIN OR DIRECT BUSINESS OR OBTAIN ANY
IMPROPER ADVANTAGE, IN VIOLATION OF THE UNITED STATES FOREIGN CORRUPT PRACTICES
ACT OF 1977, AS AMENDED.
(Signatures Begin on the Next Page)
iv
The undersigned has executed this Note as of the day and year first above
stated.
BORROWER:
VIDEO DISPLAY CORPORATION
By:
Title:
Attest:
Title:
[SEAL]
LEXEL IMAGING SYSTEMS, INC.
By:
Title:
Attest:
Title:
[SEAL]
FOX INTERNATIONAL, LTD., INC.
By:
Title:
Attest:
Title:
[SEAL]
Z-AXIS, INC.
By:
Title:
Attest:
Title:
[SEAL]
TELTRON TECHNOLOGIES, INC.
By:
Title:
Attest:
Title:
[SEAL]
i
AYDIN DISPLAYS, INC.
By:
Title:
Attest:
Title:
[SEAL]
MENGEL INDUSTRIES, INC.
By:
Title:
Attest:
Title:
[SEAL]
XKD CORPORATION
By:
Title:
Attest:
Title:
[SEAL]
Customer No.
Loan No.
RBC Centura
Commercial Promissory Note: C & I
$1,500,000
Atlanta, Georgia
June
, 2006
Term Note
FOR VALUE RECEIVED, the undersigned (whether one or more, "Borrower") promises
to pay to REGIONS BANK ("Bank"), or order, the sum of One Million Five Hundred
Thousand Dollars ($1,500,000), or so much thereof as shall have been disbursed
from time to