January 14, 1999
FOR VALUE RECEIVED, the undersigned, Jameson Inns, Inc., 8 Perimeter Center
East, Suite 8050, Atlanta, Georgia 30346-1603 and Jameson Alabama, Inc., located
at the same address ("Borrower" whether one or more and if more than one,
jointly and severally) promise to pay to the order of Bank Midwest, N.A., 1100
Main Street, Kansas City, Missouri 64105 (together with its successors and
assigns called "Lender") the principal sum of Seventeen Million One Hundred
Seventy-One Thousand Seven Hundred Seventeen and No/100 Dollars
($17,171,717.00), together with interest upon the principal balance remaining
outstanding from time to time as set forth below, in payments as set forth
below. The indebtedness evidenced by this Promissory Note ("Note") is referred
to herein as the "Loan."
1. LOAN AMOUNT.
The Loan represented by this Note is a discounted loan. Although the face
amount of this Note is $17,171,717.00, Lender shall only advance $17,000,000.00
("Advance Amount") to Borrower. All interest accruals, monthly payment amounts,
percentage fees and penalties and payment applications shall be based on the
full amount of $17,171,717.00 The difference between $17,171,717.00 and the
Advance Amount shall constitute additional interest, over and above the interest
rate accruals described below.
The "Maturity Date" of this Note shall be the earlier of: a) the 20th
anniversary of the date of this Note; or b) the date on which Lender exercises
its right to accelerate the Loan upon the occurrence of an Event of Default (as
The "Note Rate," prior to the occurrence of an Event of Default, will be a
variable rate per annum calculated by adding the Margin to the Index. As used
herein: a) the "Margin" is 3.75 percentage points; and b) the "Index" is the
weekly average yield on United States Treasury securities adjusted to the
constant maturity of one year (as made available by the Federal Reserve Board)
in effect 45 days prior to the Rate Adjustment Date (as defined below). The
Note Rate shall be re-calculated on the 1st anniversary of this Note and
adjusted on the same day of each year thereafter (each of which is a "Rate
Adjustment Date"). If the Index is no longer available, Lender will choose a
new index which is based upon comparable information. All interest shall be
calculated for the actual number of days elapsed over a year assumed to consist
of 360 days.
4. DEFAULT INTEREST RATE.
At any time that an uncured Event of Default is outstanding, this Note will
bear interest at a rate of interest which is 5.0 percentage points in excess of
the Note Rate in effect from time to time ("Default Rate"). The Default Rate
shall be paid without prejudice to Lender's rights to collect other amounts due
hereunder or to declare a default under any Loan Document (as defined below).
If the Event of Default is cured during the applicable cure period, if any,
interest will begin to accrue at the Note Rate commencing on the date the Event
of Default is cured.
Borrower shall make payments according to the following subsection(s) to
Lender at its address or as later communicated to Borrower, in immediately
payable U.S. funds. All payments shall be first applied to Lender's fees,
costs, and expenses which are reimbursable under the terms of this Note or any
Loan Document; then to late charges; then to accrued and unpaid interest; and
then to principal. If any payment due date is a Saturday, Sunday, or banking
holiday observed by Lender, the due date of the payment shall automatically be
extended to the next following banking business day.
5.1. Scheduled Principal and Interest Payments.
Beginning on February ___ , 1999 and continuing on the 1st day of each
month thereafter, Borrower shall make payments in an amount sufficient to
fully repay the principal balance then outstanding, with interest at the rate
then in effect, if monthly payments in the same amount were timely made over
the remaining portion of an amortization period of 20 years beginning on the
date of this Note.
5.2. Final Payment.
All accrued and unpaid interest, late payment charges, outstanding
principal, and all other amounts chargeable under the Loan Documents shall be
due and payable in full on the Maturity Date.
6. ESCROW PAYMENTS.
In addition to the periodic payments described above and on the same days
that such payments are due, Borrower shall make the following payments described
below to Lender. Failure to make the escrow payments required above shall
constitute an Event of Default. The amounts deposited under this section shall
constitute additional security for the Loan and may be applied to the
outstanding balance of the Loan at any time that an uncured Event of Default is
outstanding. No interest shall be paid on any escrow accounts unless otherwise
noted in the following subsection(s).
6.1 Tax Escrow.
If Borrower fails to pay real estate taxes and assessments levied against
the Premises (as defined below) by not later than their due date(s), Borrower
shall make tax escrow payments in amounts as determined by Lender sufficient
to pay any real property taxes and assessments, general and special, next
coming due against the Premises (each, a "Tax Escrow Payment"). Upon Lender's
demand in such event, Borrower shall deposit and shall maintain a reserve in
the tax escrow account equal to one Tax Escrow Payment. Upon receipt of any
billing or notice of rate or assessment change, the amount of the Tax Escrow
Payment shall be adjusted accordingly on the next payment date following any
6.2 Insurance Escrow.
If Borrower fails to pay premiums for the insurance policies required
hereunder by not later than their due date(s), Borrower shall make insurance
escrow payments in amounts as determined by Lender sufficient to pay any
property and casualty insurance premiums for insurance on the Pledged Assets
(as defined below) next coming due (each, an "Insurance Escrow Payment").
Upon Lender's demand in such event, Borrower shall deposit and shall maintain
a reserve in the insurance escrow account equal to one Insurance Escrow
Payment. Upon receipt of any billing or notice of premium change, the amount
of the Insurance Escrow Payment shall be adjusted accordingly on the next
payment date following any change.
6.3 Replacement Reserve Escrow (Fixed Payment).
Commencing with the 1st payment due under this Note, Borrower shall make
monthly payments of $15,000.00 to Lender which shall be deposited into an
escrow replacement reserve account Lender will establish ("Reserve Account")
until such time as the Reserve Account has a balance not less than $200,000.00
("Minimum Balance"). During the term of this Note, Borrower shall maintain
the Minimum Balance in the Reserve Account. If the balance of the Reserve
Account drops below the Minimum Balance, Borrower shall resume making monthly
payments of $15,000.00 until such time as the balance exceeds the Minimum
Balance. Lender shall pay interest on the Reserve Account to Borrower at a
rate equal to Lender's lowest money market rate paid on bank deposits from
time to time.
Upon Lender's prior written approval, Borrower shall be entitled to
withdraw amounts in the Reserve Account. Withdrawals by Borrower from the
Reserve Account will be permitted only for completion of periodic renovation
projects on the Premises, and shall not be used to fund the ongoing necessary
maintenance and ordinary repairs of the Premises.
Upon Lender's request, Borrower shall provide Lender with information
acceptable to Lender regarding renovation projects, including but not limited
to status of completion reports, lien waivers, and other information deemed
necessary by Lender. Periodic renovations shall include, but not be limited
to: x) replacement of carpets, wall coverings, furniture, plumbing fixtures,
equipment (if the cost of equipment exceeds $5,000.00; y) painting of interior
and exterior surfaces; and z) resurfacing or replacement of parking
facilities, roof repairs, and structural repairs if the cost of the repairs
7. LATE PAYMENT CHARGE.
If Borrower fails to make any payment within 10 days after the due date, a
late charge of 5.0% of the payment amount due will be charged by Lender. A
tender to Lender of any payment more than 10 days past due which does not
include the late fee may be rejected as insufficient or Lender may accept the
tendered amount as a partial payment without waiving Lender's right to receive
the late payment charge. This Note will remain in default and interest at the
Default Rate will accrue until the late payment charge is paid. The late
payment charge shall be paid without prejudice to Lender's rights to collect
other amounts due hereunder or to declare a default under this Note or any other
8. DISBURSEMENTS; LOAN PURPOSE.
The purpose of the Loan is to provide long term financing secured by the
following parcels of real property, the improvements located thereon and the
personal property attached to and used in connection therewith: Lancaster,
Cheraw, Gaffney, Orangeburg, Seneca, Georgetown, and Union, South Carolina;
Alexander City, Ozark, Greenville, and Oxford, Alabama; and Eastman, Greensboro,
and Fitzgerald, Georgia and commonly known as Jameson Inn motels (individually
and collectively referred to as the "Premises"). Borrower agrees that the funds
Borrower will receive under the terms of the Loan will be used only for this
purpose. Borrower agrees that this is a business loan and that none of the Loan
proceeds have been or will be used for any personal, consumer, family, or
household purpose. Lender shall have no obligation to readvance, and Borrower
shall have no right to reborrow, any amounts repaid to Lender pursuant to the
terms of this Note, whether as scheduled payments or as prepayments.
This Note is secured by a lien upon the Premises and the personal property
("Collateral") more fully described in the Loan Documents. The Premises and
Collateral are sometimes collectively called "Pledged Assets."
As used herein, "Loan Documents" include this Note and certain other
documents, including but not limited to the following (as modified from time to
9.1 Seven separate Mortgage, Assignment and Security Agreements dated
of even date herewith, executed by Jameson Inns, Inc. for the benefit of
Lender securing the Premises located in South Carolina ("South Carolina
9.2 Four separate Mortgage, Assignments and Security Agreements dated
of even date herewith executed by Jameson Alabama, Inc. for the benefit of
Lender securing the Premises located in Alabama ("Alabama Mortgages");
9.3 Three separate Deeds to Secure Debt dated of even date herewith
executed by Jameson Inns, Inc. for the benefit of Lender securing the
Premises located in Georgia ("Georgia Deeds to Secure Debt");
9.4 An Assignment of Leases and Rents dated of even date herewith
for each separate motel comprising the Premises executed by Borrower for
the benefit of Lender ("Assignment of Leases");
9.5 Three separate Assignments of Income dated of even date herewith
executed by Jameson Inns, Inc. for the benefit of Lender pertaining to the
three separate Georgia motels comprising the Premises ("Assignments of
9.6 A Security Agreement dated of even date herewith executed by
Borrower for the benefit of Lender which encumbers certain property
described therein ("Security Agreement");
9.7 An Estoppel and Subordination Agreement dated of even date
herewith for each separate motel comprising the Premises executed by
Borrower, Jameson Hospitality, LLC and Lender ("Estoppel Agreement");
9.8 UCC-1 Financing Statements and UCC-2 Financing Statements, where
Borrower will be entitled to prepay the Loan in part or in full at any time
upon payment of a prepayment premium of: a) 2.0% of the principal amount
prepaid on or before the third anniversary of the Note date; and b) 1.0% of the
principal amount prepaid after the third anniversary and on or before the tenth
anniversary of the Note date. Thereafter, there shall be no prepayment premium
applicable to principal prepayments. The applicable prepayment premium shall
not decline if this Note is in default, but rather shall remain at the amount in
effect at the initial occurrence of the earliest uncured event of default. The
prepayment premium shall be applied to all principal payments in excess of the
principal portion of the scheduled monthly payments, whether resulting from
voluntary payments, collection actions, suit, or foreclosure. Prepayments shall
be applied against unpaid installments in inverse order of their scheduled
maturity. No prepayment shall affect the amount or due date of any regularly
scheduled payments, except to the extent that the principal balance outstanding
affects the computation of a new payment amount on each Rate Adjustment Date.
If the Loan is accelerated by Lender, Lender may require Borrower to pay to
Lender the prepayment premium that is applicable at the time of the event of
11. EVENTS OF DEFAULT.
The following shall be "Events of Default" under this Note in addition to
any events of default defined in the Loan Documents:
11.1. Payment Default.
A failure to pay when due any principal, interest, fee, expense
reimbursement or escrow payment.
11.2. Breach of Covenant; Default Under Loan Documents.
A failure to perform or pay when due any other obligation, covenant,
representation, warranty, or agreement under the terms of any Loan Document in
strict accordance with the terms and provisions thereof.
11.3. Sale, Conveyance, or Further Encumbrance.
A sale, conveyance, or further encumbrance of all or any part of the
Pledged Assets without Lender's prior written consent.
A lease of any portion of the Pledged Assets for a term of more than 1
year, other than the lease which currently exists with Jameson Hospitality,
LLC, which shall be permitted.
11.5. Default Under Other Agreements With Lender.
The occurrence of any default under any other promissory note, guaranty,
security document, agreement, or loan document executed by Borrower and owned
by Lender at the time of default.
11.6. Default Under another Lender's Loan.
The occurrence of any default under any document executed by Borrower
a) is owned by any person other than Lender; and b) constitutes a lien
on the Pledged Assets (no permission for creation of such liens being
11.7. Violation of Law.
A violation, whether discovered or asserted before or after closing of
any federal, state, or local law, rule, regulation, or order issued by a
governmental agency or court which would or could have a material adverse
impact on Borrower's business or properties (including without limitation the
Pledged Assets) including but not limited to: a) any provisions of the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
or any similar law which prohibits or restricts the storage, maintenance, or
discharge of hazardous materials or waste, or b) any provisions of the
Americans with Disabilities Act of 1990 or any similar federal, state, or
local law imposing requirements relating to the accessibility of buildings or
structures to persons with disabilities.
11.8. False Statement; Fraud.
The material falseness of any statement, warranty, or representation when
given or made by Borrower to Lender or any such statement, warranty, or
representation becoming materially false at any time when any portion of the
Loan remains outstanding, or any fraud committed by Borrower, or any partners,
shareholders, members or other owners of Borrower in connection with the
procurement, processing, funding or servicing of the Loan.
11.9. Bankruptcy; Insolvency; Debtor Relief.
Borrower, or any surety: a) making an assignment for the benefit of
creditors; b) filing a voluntary proceeding seeking protection from creditors
under any bankruptcy or other similar law; c) becoming the subject of an
involuntary proceeding under any bankruptcy or other similar law and a failure
to obtain a stay or vacation of such proceedings within thirty (30) days; or
d) making any admission of its inability to pay its debts generally as they
11.10. Appointment of Trustee.
The appointment of a trustee, receiver, or liquidator for Borrower, any
surety, or the Pledged Assets.
11.12. Liens; Judgments; Levies.
The occurrence of any of the following with respect to Borrower or any of
the Pledged Assets: a) the imposition of any lien or other similar
encumbrance which shall remain undischarged of record for a period of 30 days
from the filing of such lien; b) the issuance of any garnishment, attachment,
levy, or any other form of execution; or c) the entry of a material adverse
judgment by a court having jurisdiction.
11.13. Loss of Priority Position.
The loss or impairment of: a) Lender's lien or security interest; or b)
the priority of Lender's lien or security interest in the Pledged Assets.
11.14. Decline in Value of Collateral.
A determination by Lender in good faith that there has been a material
decline in the value of the Pledged Assets. For purposes of this subsection,
a material decline shall not have occurred until such time, if any, as the
value of the Pledged Assets is less than 110.0% of the then-outstanding
principal balance of the Loan.
11.15. Other Material Default.
A determination by Lender in good faith that the prospect of payment or
performance under the Loan Documents is materially impaired.
12. RIGHT TO CURE.
Borrower shall have the right to cure any payment default within 10 days
following the due date. Borrower shall have the right to cure any non-payment
Event of Default within 10 days following the date of Lender's notice of default
to Borrower except for the Events of Default described in the "Sale, Conveyance,
or Encumbrance", "Lease", "Bankruptcy; Insolvency; Debtor Relief", "Liens;
Judgments; Levies", or "False Statement" subsections hereof, for which no notice
and right to cure shall be given.
Upon the occurrence of any Event of Default and after the applicable cure
period, if any, at Lender's option, the outstanding principal balance of this
Note, all accrued and unpaid interest, and all other amounts, fees, and charges
due under the Loan Documents shall immediately become due and payable and Lender
shall have the right to enforce its liens and security interests and exercise
any rights under the Loan Documents, applicable law, and/or principles of
equity. The order and manner of Lender's remedies shall be in its sole and
absolute discretion. In any enforcement action, Borrower agrees that Lender's
books and records showing the account between Lender and Borrower shall be
admissible and binding upon Borrower for the purpose of establishing the items
therein set forth and shall constitute prima facie proof thereof.
14. YEAR 2000 COMPLIANCE.
Borrower shall provide whatever information Lender may request from time to
time with respect to Borrower's Year 2000 preparedness. Lender may require
Borrower to develop and implement a Year 2000 compliance program reasonably
satisfactory to Lender ("Y2K Plan"). If Lender requires a Y2K Plan, Borrower
shall furnish such information and take such actions as may be reasonably
required from time to time to assist Lender in determining whether Borrower has
complied with the Y2K Plan. Any failure by Borrower to provide information
concerning Borrower's Y2K preparedness as requested by Lender or, if Lender
requires a Y2K Plan, to implement and maintain the Y2K Plan in a manner
acceptable to Lender by June 30, 1999 may, at Lender's discretion, constitute an
Event of Default. Borrower agrees that the provisions of this "Year 2000
Compliance" section shall not impose any duty or liability upon Lender with
respect to Year 2000 issues as they may affect Borrower's business. Borrower
acknowledges that: a) Borrower is and will remain solely responsible for
identifying and addressing Year 2000 issues or risks which may affect Borrower's
business; and b) if Borrower decides at any time that Borrower's business
operations may be adversely affected by Year 2000 issues, Lender encourages
Borrower to engage the services of a consultant competent to address such
15. COSTS AND EXPENSES.
Immediately upon Lender's demand, Borrower shall reimburse Lender for any
costs, including but not limited to reasonable attorneys' fees, court costs,
discovery expenses, investigation costs, costs of preserving, protecting, or
evaluating the Pledged Assets (and, as applicable, receivership fees, management
fees, boundary surveys, value appraisals, and environmental audits), travel
expenses, and all other out-of-pocket expenses of any kind incurred in: a)
collecting any sums due under the Loan Documents; b) enforcing or defending any
lien on or security interest related to the Pledged Assets; c) pursuing or
defending any litigation based on, arising from, or related to any Loan
Document; d) connection with the custody, preservations, use, operation, or sale
of the Pledged Assets; and e) negotiating or interpreting the Loan Documents.
Immediately upon Lender's demand, Borrower shall reimburse Lender for any costs,
including but not limited to reasonable attorneys' fees, court costs, discovery
expenses, investigation costs, losses, judgments, settlements, or damages
incurred by Lender in connection with any claims brought by any person against
Lender due to the lending relationship between Lender and Borrower. All costs
shall be paid whether or not actions or foreclosure proceedings are commenced or
continued into judgment. Any costs not paid within 30 days shall be added to
the outstanding balance of this Note and continue thereafter to bear interest at
the Default Rate.
All provisions of this Note which call for the payment of interest are
intended to comply with all applicable usury statutes and regulations. If the
terms of this Note would require the payment of interest in excess of the amount
permitted by any applicable law or regulation, the terms of this Note shall be
deemed to be modified to comply with all such applicable laws or regulations
without any action by either party. If Lender receives interest in excess of
the amount permitted by any applicable law or regulation, the excess portion of
the interest received shall be deemed to be a prepayment of principal without
premium as of the date received.
To the fullest extent permitted by law, Borrower and any endorsers,
sureties, and guarantors irrevocably: a) waive presentment for payment, notice
of dishonor, notice of nonpayment, protest, notice of protest, demand, other
notices of every kind, and all rights to plead any statute of limitations as a
defense to any action hereunder; b) consent that the time of payment of any
installment may be extended from time to time, that all or any part of the
Pledged Assets may be released, and that any person liable under this Note may
be released, all without notice, and all without affecting the liability of any
person or the lien on that portion of the Pledged Assets not expressly released;
and c) agree that no delay in enforcing any remedy under this Note or any Loan
Document shall be construed to be a waiver of that or any other remedy.
Lender's failure to exercise any of its rights, remedies, or powers set forth
herein or in the Loan Documents or Lender's acceptance of partial payments or
performance shall not constitute a waiver of any Event of Default, but any such
right, remedy, or power shall remain continually in force. A waiver of one
Event of Default shall not be construed as continuing or as a bar to or waiver
of: x) such Event of Default at a later date; y) any other Event of Default; or
z) any other right, remedy, or power.
18. FINANCIAL STATEMENTS.
Borrower shall keep, at its expense, adequate records and books of account
with respect to its business and the Pledged Assets in form and content
reasonably acceptable to Lender. Borrower shall permit Lender and its
employees, agents, accountants, and attorneys to examine and make extracts from
Borrower's records and books at such reasonable times as Lender may request.
Borrower shall provide Lender copies of: a) Borrower's annual 10-K reports; b)
Borrower's quarterly 10-Q reports; c) copies of any audited financial statements
prepared for Borrower promptly upon completion thereof; d) Borrower's annual
federal and state tax returns, with all schedules attached, within 20 days after
filing with the taxing authority(ies); and e) operating statements and rent
rolls on the Premises at least quarterly, or more frequently upon lender's
19. REVIVAL OF LIABILITY.
If any payments or proceeds received by Lender are subsequently
invalidated, declared to be fraudulent or preferential, set aside, or required
to be repaid to a trustee, to Borrower, directly or as a debtor-in-possession,
to a receiver, or any other person, whether directly or indirectly, under any
bankruptcy law, state or federal law, common law, or equitable cause, then
Borrower's obligation to make all such payments shall be revived and shall
continue in full force and effect as if such payment or proceeds had never been
received by Lender.
All communications required hereunder or in the Loan Documents shall be
given to Borrower and Lender at their respective addresses set forth in this
Note, or at such other addresses as either party may designate by notice given
in accordance with the terms of this section. All communications required or
permitted pursuant to this Note shall be in writing and shall be deemed to have
been properly given and received: a) if sent by hand delivery, then upon
such delivery; b) if sent by nationally known overnight courier, then 1 day
after dispatch; and c) if mailed by registered or certified U.S. Mail, postage
prepaid and return receipt requested, then 3
days after deposit in the mail.
a) This Note shall be binding on Borrower and Borrower's heirs, successors,
and assigns, as applicable, and shall inure to the benefit of Lender and
Lender's successors and assigns.
b) Headings are inserted into this Note for convenience only and shall not
be considered in construing any provision.
c) This Note may not be modified, nor any of its provisions waived, without
Lender's prior written consent.
d) Time shall be of the essence of this Note.
e) The provisions of this Note are separable. If any judgment is hereafter
entered holding any provision of this Note to be invalid or unenforceable, then
the remainder of this Note shall not be affected by such judgment, and the
remaining terms of this Note shall be carried out as nearly as possible
according to its original terms.
f) The term "person" includes, but is not limited to natural persons,
corporations, partnerships, trusts, trustees, limited liability companies, joint
ventures, and/or other legal entities.
g) No inference in favor of, or against, any person shall be drawn from the
fact that such person has drafted all or any part of this Note or any other Loan
h) The term "modified" means amended, restated, changed, extended, renewed,
altered, terminated, or canceled.
i) If there is a conflict between or among the terms of this Note or any
Loan Document, Lender may elect to enforce from time to time those provisions
that would afford Lender the maximum financial benefits and security for the
obligations evidenced and secured by the Loan Documents and/or provide Lender
the maximum assurance of payment and performance of such obligations in full.
22. NO ORAL AGREEMENTS.
The following notice is given to comply with (S) 432.045 of the Revised
Statutes of Missouri:
Oral agreements or commitments to loan money, extend credit or to
forbear from enforcing repayment of a debt including promises to extend or
renew such debt are not enforceable. To protect you (borrower(s)) and us
(creditor) from misunderstanding or disappointment, any agreements we reach
covering such matters are contained in this writing, which is the complete
and exclusive statement of the agreement between us, except as we may later
agree in writing to modify it.
As used in this section, the term "this writing" is deemed to include all
23. CHOICE OF LAW; VENUE.
This Note shall be deemed to have been executed and shall be performed in
the State of Missouri and shall be governed by its laws except to the extent the
laws of the State in which the Pledged Assets are located affect enforceability
of the liens granted in the Loan Documents. Borrower irrevocably agrees that
subject to Lender's sole and absolute election, Lender may bring suit, action,
or other legal proceedings arising out of the Loan Documents in courts located
in Missouri or the State in which the Pledged Assets are located, whether local,
state, or federal. Borrower hereby submits to the jurisdiction of such court(s)
and waives any right Borrower may have to request a change of venue or a removal
to another court.
24. WAIVER OF JURY TRIAL.
Borrower and any endorsers, sureties, or guarantors hereby irrevocably and
severally: a) waive the right to a trial by jury in any action or proceeding
brought by any party in connection with this Note, any Loan Document, or any
modification thereof; b) have made this waiver knowingly, intentionally, and
voluntarily; c) acknowledge no reliance upon any oral or written statements made
by Lender or on Lender's behalf, other than those contained herein, either to
induce this waiver of trial by jury or to modify or nullify its effect; d)
acknowledge reading and understanding the meaning and ramifications of this
waiver provision; and e) agree to take all such actions as may be required by
applicable law to allow this waiver to be enforceable. By accepting this Note,
Lender waives the right to a trial by jury in any action or proceeding brought
by any party in connection with this Note.
To effectuate the foregoing, Lender is hereby granted a power of attorney
to file, as attorney-in-fact for Borrower, a copy of this Note in any court
described in the "Choice of Law; Venue" section. This grant is to allow Lender
to receive the benefit of this waiver of trial by jury pursuant to Section
510.190 RSMo and Rule 69.01, V.A.M.R. and/or any other applicable law. The copy
of this Note so filed shall conclusively be deemed to constitute Borrower's
waiver of trial by jury in any proceeding arising out of or otherwise relating
to this Note, any of the Loan Documents, or Lender's conduct with respect to any
of the foregoing. This power of attorney is coupled with an interest and is
irrevocable. Borrower acknowledges that the foregoing waiver has been reviewed
with an attorney of Borrower's choice and the meaning and effect of the
foregoing waiver are fully understood.
Jameson Inns, Inc. Jameson Alabama, Inc.
Taxpayer ID Number: 58-2079583 Taxpayer ID Number: 62-1617456
By: /s/ Craig R. Kitchin By: /s/ Craig R. Kitchin
Name: Craig R. Kitchin Name: Craig R. Kitchin
Title: President Title: President