Amended and Restated Promissory Note

Amended and Restated Promissory Note

$ ,Mississippi

FOR VALUE RECEIVED, and do hereby

jointly and severally promise to pay to the order of the the sum of

, together with interest from the date hereof on the balance thereof remaining

unpaid at any interest payment date, at the rate of per annum, payable

semiannually, on the day of January and July in each and interest to be paid in

lawful money of the United States which shall be legal tender in payment of all debts and dues,

public and private, at the time of payment, the said dates and in the manner following, to wit:

$ on and a like amount of $ on each and every

thereafter up to and including ; and a final installment of

$

Notwithstanding anything herein to the contrary, a late payment charge of

of the amount of any delinquency shall be made on any payment more than 15 days past due.

Partial payments may be made in accordance with the privilege, if any, endorsed on this

Note.

If default be made in the payment of any part of the said principal or interest, when the same becomes due and payable, or if default be made in the performance of or compliance with the Loan Agreement, separate Security Agreement and Deed of Trust securing this Note, then all principal and accrued interest shall, at the option of the legal holder or once due and payable without notice.

The makers, endorsers, sureties, and guarantors, and all other persons who may become liable for the payment hereof severally waive demand, presentment, protest, notice of nonpayment, all lack of diligence or delays in collection which may occur, and expressly consent and agree to all extensions of time of payment hereof from time to time at or after maturity and waive all notice thereof.

All homestead exemption, appraisement, and stay laws are hereby expressly waived. If this Note shall not be paid at the date of its maturity, or shall become due and payable by the exercise of said option, and shall be placed in the hands of an attorney for collection, all parties aforesaid agree to pay in addition, a reasonable attorney's fee on the amount owing or found due hereon.

Privilege is reserved to pay $ or any multiple thereof without

prepayment premium on any interest payment date, not to exceed $ in any

one calendar year. To prepay additional amounts under this note at any time, but a

prepayment premium of of such additional amount being prepaid will apply

during the first year, during the second year, during the third

year, during the fourth year, % during the fifth year. There is

no premium for prepayment after 5 years from the date hereof.

This Note is made and executed under, and is in all respect to be governed by, the laws of the State of Mississippi, and is secured by a Deed of Trust on real estate situated in the County of

State of Mississippi, as well as a Guaranty from , a Mississippi

corporation and a Security Agreement from said corporation.

This Note amends, restates, and replaces that certain Note dated in the

principal amount of $ from the Makers herein and to

payee herein.

IN WITNESS WHEREOF, Makers have executed this Amended and Restated Promissory Note as of the date first above written.