EXHIBIT 10.14
NOTE
$1,000,000.00 January 21, 2000
Lancaster, Pennsylvania
FOR VALUE RECEIVED, MEDICAL TECHNOLOGY & INNOVATIONS, INC., a Florida
corporation ("Maker"), hereby promises to pay to the order of INTERNATIONAL
INVESTMENT PARTNERS, LTD., a Delaware corporation ("Lender"), the principal sum
of ONE MILLION and No/100 Dollars ($1,000,000.00), together with interest
thereon, as follows:
1. Definitions. Capitalized terms used herein which are not defined herein
shall have the meanings assigned to them in the Loan Agreement or in the other
Loan Documents.
2. Interest Rates and Payments.
(a) Loan Rate. Subject to the alternatives for payment of interest set
forth below, the interest rate for the Loan ("Loan Rate") shall be a fixed
rate of twelve percent (12%) per annum.
(b) Loan Payments. During the first eighteen (18) months of the Loan
the Maker will pay only interest monthly, commencing on the first day of
the month following receipt of such $1,000,000.00 and execution of this
Note, and continuing on the first day of the month for eighteen (18) months
thereafter (the "Interest Payment Date"). During the remaining forty-two
(42) months of the loan, the Maker will pay principal, amortized over
twenty years, and interest monthly, commencing on the first day of the
nineteenth month and continuing on the first day of the month for forty-two
months thereafter. The loan shall amortize over twenty (20) years. The
remaining balance, which shall be in the form of a balloon payment, of
principal and accrued interest shall be due and paid in full at the end of
sixty (60) months from the date of the Note. All payments shall be applied
first to expenses, then interest and then to principal. All payments will
be made promptly to the Lender at its address specified in this Note, or at
such other address as it may designate in writing.
(c) Payment of Interest, Alternatives. Notwithstanding anything
contained herein to the contrary, the Maker may satisfy its obligation to
pay interest due on any Interest Payment Date (except the maturity date of
the Loan) as follows:
(i) By payment in cash on each Interest Payment Date (and at
Maturity);
(ii) Upon written notice to the Lender, which notice shall be
given not less than five (5) business days prior to the Interest
Payment Date and approval by the Lender, by adding an amount equal to
twice the amount of the interest due on the Interest Payment Date to
the outstanding principal of the Loan;
(d) Default Rate. Upon the occurrence of an Event of Default under any
of the Loan Documents, the Maker agrees to pay to the Lender, without
notice or demand, interest on the unpaid amounts due hereunder at the rate
of eighteen percent (18%) per annum (the "Default Rate"), whether or not
the Lender elects to accelerate the unpaid principal balance as a result of
such Event of Default. If judgment is entered against the Maker on this
Note, then the amount of the judgment entered (which may include principal,
interest, fees, charges and costs) shall bear interest at the Default Rate.
If this Note is referred to an attorney for collection, whether or not
judgment has been confessed or suit has been filed, the Maker shall pay all
of the Lender's reasonable costs, fees (including, but not limited to,
reasonable attorneys' fees) and expenses resulting from such referral;
(e) Calculations. Interest accruing on the outstanding principal
balance hereunder shall be computed on the basis of the actual number of
days elapsed in a year of 360 days;
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(f) Maturity Date. Notwithstanding anything to the contrary contained
in this Note or elsewhere in the Loan Documents, unless extended by an
agreement executed by Maker and Lender, this Note shall mature on January
21, 2005 (the "Maturity Date") without further notice. On the Maturity Date
the entire unpaid principal balance hereof, together with accrued interest
thereon, and all other sums due and owing under the Loan Documents, shall
become due and payable in full.
(g) Prepayments. Maker shall have the right at its option to prepay
this Note in whole at any time or in part from time to time without premium
or penalty, provided that the Maker shall pay accrued interest on the
prepaid principal amount to the date of prepayment. Any prepayment of
principal shall be applied first to interest and then to principal in
inverse order of maturity.
(h) Alternative for Repayment of the Loan. At any time, at the option
of the Lender, the outstanding principal plus accrued and unpaid interest
and expenses due may be paid in an amount of common stock of the Borrower
at the rate of one share for every four cents owed to the Lender (the
"Conversion Rate"). The Conversion Rate had been determined at the time of
negotiations, based upon the previous sixty day average closing price per
share of the Borrower's common stock as quoted on the Over-The-Counter
Bulletin Board (OTC: BB). The Conversion Rate will be adjusted for all
stock splits subsequent to the Loan Agreement.
3. Payments. All payments (including prepayments) to be made in respect of
principal, interest or other amounts due from Maker hereunder or under any other
Loan Document shall be payable on the day when due. Such payments shall be made
to Lender at its office at 00 Xxxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000, in
funds immediately available at such office without set-off, counterclaim or
other deduction of any nature. Whenever any payment to be made under this Note
or any other Loan Document shall be stated to be due on a day which is not a
Business Day, such payment shall be made on the next following Business Day and
such extension of time shall be included in computing interest, if any, in
connection with such payment. To the extent permitted by law, after there shall
have become due (by acceleration or otherwise) interest or any other amounts due
from Maker hereunder or under any other Loan Document, such amounts shall bear
interest for each day until paid (before and after judgment), payable on demand,
at the Default Rate.
4. Late Charge. Any payment of principal or interest that is delinquent by
more than ten (10) days shall draw interest at the rate of eighteen percent
(18%) per annum from the date due; This charge shall be in addition to, and not
in lieu of, any other remedy Lender may have and is in addition to any
reasonable fees and charges of any agents or attorneys which Xxxxxx is entitled
to employ on any default hereunder, whether authorized herein, or by law.
5. Default. The occurrence of an Event of Default under any other Loan
Document, or the Maker's failure to pay any sum due hereunder or to otherwise
comply with any term hereof after any such grace periods or notices required in
the Loan Agreement or Security Agreement shall constitute an Event of Default
hereunder. If an Event of Default shall occur under the Security Agreement,
Lender may accelerate the indebtedness evidenced hereby in accordance with the
provisions of the Loan Agreement and Security Agreement and may exercise the
other rights and remedies provided it in the Security Agreement, the Loan
Agreement and the other Loan Documents.
6. Miscellaneous. This Note evidences the Loan and all other amounts
payable by Maker hereunder or under any other Loan Document. This Note is the
"Note" referred to in, and is entitled to the benefits of, the Loan Agreement
and the Security Agreement, which among other things provide for the
acceleration of the maturity hereof upon the occurrence of certain events and
for prepayments in certain circumstances and upon certain terms and conditions.
This Note is secured by and is entitled to the benefits of the Security
Agreement and the other Loan Documents.
The unpaid principal amount of this Note, the unpaid interest accrued
hereon, the interest rate or rates applicable to such unpaid principal amount
and the duration of such applicability shall at all times be ascertained from
the records of Lender, which shall be conclusive absent manifest error.
Except as may be expressly provided to the contrary in the Loan Documents,
Maker hereby expressly waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance,
default or enforcement of this Note, the Loan Agreement, the Security Agreement
and the other Loan Documents, and an action for amounts due hereunder or
thereunder shall immediately accrue.
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All notices, requests, demands, directions and other communications
(collectively, "notices") under the provisions hereof shall be in writing unless
otherwise expressly permitted hereunder, shall be sent as provided in the
Security Agreement and shall be effective when received. Lender may rely on any
notice purportedly made by or on behalf of Maker, and shall have no duty to
verify the identity or authority of the person giving such notice.
If this Note is placed in the hands of an attorney at law for collection by
reason of default on the part of Maker, Maker hereby agrees to pay to Xxxxxx in
addition to the sums stated above, the reasonable costs of collection, including
a reasonable sum as attorneys' fees.
This Note may not be amended, modified or supplemented orally.
If any term or provision of this Note or the application thereof to any
Person or circumstance shall to any extent be invalid or unenforceable, the
remainder of this Note, or the application of such term or provision to Persons
or circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Note shall be
valid and enforceable to the fullest extent permitted by law.
This Note shall be governed by, and construed and enforced in accordance
with, the laws of the Commonwealth of Pennsylvania.
This obligation shall bind Maker and its successors and assigns, and the
benefits hereof shall inure to Lender and its successors and assigns.
Time is of the essence with respect to matters of performance required of
Maker under this Note.
THE MAKER HEREBY KNOWINGLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION
BROUGHT BY OR AGAINST THE MAKER ON, MENTIONING, RELATED TO OR CONNECTED WITH
THIS NOTE, THE LOAN AGREEMENT OR THE LOAN DOCUMENTS.
IN WITNESS WHEREOF, Xxxxx has duly executed and delivered this Note as of
the date first above written.
ATTEST: MEDICAL TECHNOLOGY & INNOVATIONS, INC.
By /s/ Xxxxxxxx X. Xxxx By /s/ Xxxxxx X. XxxXxxxxxx
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Name: Xxxxxxxx X. Xxxx Name: Xxxxxx X. XxxXxxxxxx
Title: Office Manager Title: Ex V.P. / COO
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