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]
ii
Customer No.
Loan No.
REGIONS BANK
Commercial Promissory Note: C & I
$1,750,000
Atlanta, Georgia
June
, 2006
Master 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 Seven Hundred
Fifty Thousand Dollars ($1,750,000), or so much thereof as shall have been
disbursed from time to time and remains unpaid, together with interest at the
rate and payable in the manner hereinafter stated.
Principal and interest shall
be payable at any banking office of Bank in the city or town indicated above, or
such other place as the holder of this Note may designate.
INTEREST RATE.
PRE-DEFAULT RATE.
SUBJECT TO THE PROVISIONS OF SECTION 1.2. BELOW, INTEREST
PAYABLE ON THIS NOTE PER ANNUM WILL ACCRUE AT THE LIBOR BASE RATE PLUS THE
APPLICABLE