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3, 1987, to SSI as payment for the assets acquired in the
Carolina transaction. Mr. Spencer and Mr. Boozer agreed to pay
SSI $900,000 with interest, from June 1, 1987, at a rate of 10
percent per year in 120 equal monthly payments. As was the case
with the bank loan, Mr. Spencer and Mr. Boozer were jointly and
severally liable on the S/B note.
The S/B note was fully subordinated to the $250,000 bank
loan, and payments were to commence on the first day of the month
following satisfaction of the bank loan.8 The S/B note was
secured by (1) a first security interest in the acquired assets,
subject only to the bank loan, and (2) by an assignment of all of
the issued and outstanding common stock of SPC-SC, also
subordinate to the bank loan. Finally, the S/B note contained
the following acceleration clause:
AND maker hereby agrees that if at any time any portion
of said principal or interest shall be past due and
unpaid, the whole amount evidenced by this note shall,
at the option of the holder thereof, become immediately
due, and said holder shall have the right to institute
any proceedings upon this note and any collaterals
given to secure the same, for the purpose of collecting
said principal and interest, with costs and expenses,
or of protecting any security connected herewith.
Organization of SPC-SC
SPC-SC was incorporated on June 1, 1987. The total capital
investment in SPC-SC was $1,000, represented by capital stock
8 Pursuant to the terms of the $900,000 promissory note (S/B
note), interest would continue to accrue and would be added to
the principal each month until the bank loan was paid in full.
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Last modified: May 25, 2011