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EXHIBIT 99.7
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PROMISSORY NOTE
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($3,000,000.00)
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, the
undersigned, Digital Solutions, Inc ("Borrower"), hereby promises to pay to the
order of Keystone Financial, Inc., a Delaware corporation ("Lender"), at 000 X.
Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxx 00000, or at such other
place as Lender may designate in writing, the principal sum of up to
$3,000,000.00, together with interest on such sum as set forth below.
The unpaid principal balances outstanding under this Note shall bear
interest at New York Prime as quoted in the Wall Street Journal under "Money
Rates" but in no event less than nine percent (9%) per annum, adjusted on the
first of the month following a change in the Prime Rate. Interest shall be
computed on a daily basis using a year of 360 days and assessed for the actual
number of days elapsed. Interest shall be payable monthly, in arrears,
commencing _______________, 1995, and on the 1st day of each month thereafter
until maturity, when all principal, accrued interest and other sums outstanding
under this note shall be due and payable in full. One month's interest shall be
prepaid at closing, to be applied to the last month's interest. This Note shall
mature and shall be due and payable in full upon the expiration of 24 months
from the date of this Note.
All installments, when received, shall be applied on interest then due and
the balance, if any, on principal. In the event that any installment shall be
overdue for a period in excess of seven (7) days, a late charge of four ($0.04)
cents for each One ($1.00) Dollar so overdue may be charged by the holder of
this Note for the purpose of defraying the expense incident to handling such
delinquent payment, and such charge shall be in addition to and not in lieu of
reasonable fees and charges of any agents or attorneys which the holder is
entitled to employ in the event of any default hereunder.
This Note may be prepaid in full or in part at any time without payment of
any penalty. No partial pre-payments shall affect the obligation of the
Borrower to continue to make regular payments required hereunder.
Any payment made by Borrower by mail will be deemed tendered and received
only upon actual receipt by Xxxxxx. All payments must be made promptly on the
due date for each payment as required herein, time being of the essence.
Borrower hereby expressly assumes all risk of loss or liability resulting from
non-delivery or delay in delivery of any payment transmitted by mail or in any
other manner.
No delay or failure of Lender in exercising any right, remedy, power or
priviledge under this Note of pursuant to any applicable law shall be deemed to
constitute a course of conduct inconsistent with Xxxxxx's right at any time,
before or after any default hereunder, to demand strict adherence to the terms
of this Note.
In the event that Borrower shall become in default hereunder, which
default shall continue for seven (7) days after notice to borrower, the entire
unpaid principal balance and all accrued interest under this Note shall become
immediately due and payable together with (to the extent permitted under
applicable law) the costs and attorney fees incurred by Xxxxxx in collecting or
enforcing payment.
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Digital Solutions, Inc/Keystone Financial, Inc.
Promissory Note, Page 2 of 3
$3,000,000.00 Loan
Borrower hereby waives presentation for payment, demand, notice of
non-payment, notice of protest and protest of this Note and diligence in
collecting or bringing suit. The liability of Borrower shall be absolute and
unconditional without regard to the liability of any other parties hereto.
The Note is secured by a certain Security and Pledge Agreement executed by
Xxxxxxxx on the date hereof, as the same may be amended, modified or altered
from time to time. If the value of the collateral which is the subject of such
Security and Pledge Agreement falls in value such that it no longer provides
the lender a market value ratio of fifty percent (50%) loan to market value or
greater, the borrower agrees to provide additional collateral to Lender
sufficient to maintain a market value ratio of fifty percent (50%) loan to
market value or greater. Such additional collateral will be delivered to Lender
within seven (7) days from the date of its written request for same in
accordance with Paragraph 12 of the Security and Pledge Agreement.
Subordination of Indebtedness: This note is a junior (until the occurrence
of an event of default) general obligation of the Company and is fully
subordinated to all "senior indebtedness" of the Company now existing or
hereafter incurred. Senior indebtedness is all indebtedness, liabilities and
obligations of the Company for money borrowed from banks, savings and loan
associations, the Small Business Administration and other financial
institutions, and their affiliates, and any deferrals, renewals or extensions
of any such senior indebtedness and notes or other instruments or evidences of
indebtedness issued in respect of or in exchange for any such senior
indebtedness or any funding to pay or replace any such senior indebtedness or
credit including all indebtedness of the Company to United Jersey Bank unless
in the instrument creating or evidencing the same, or pursuant to which it is
outstanding, it is provided that such indebtedness or such deferral, renewal or
extension thereof is not senior in right of payment to this Note. No payment or
distribution of any kind or character on account of principal due under the
loan agreement, shall be made by the Company to the Note Holder without the
written consent of United Jersey Bank, which will not be unreasonably withheld,
except that nothing contained herein shall impair the right of the Note Holder
to exercise its right to convert the Note into shares of Digital Common Stock
pursuant to the terms of the Note and the Loan Agreement, with such Note being
deemed paid to the extent of such conversation. No payment or distribution of
any kind or character on account of interest on this Note shall be permitted
during the continuance of any default in the payment of principal, premium, if
any, or interest on any senior indebtedness, except to the extent of Xxxxxx's
rights against the share of Digital Common Stock as set forth in the loan
documents.
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Digital Solutions, Inc./Keystone Financial, Inc.
Promissory Note. Page 3 of 3
$3,000,000.00 Loan
This Note and the liability of all parties under this Note shall be
governed by the laws of the State of Michigan, where this Note has been
delivered for value.
WITNESS: BORROWER:
/s/ Xxxxxxx Xxxxx Digital Solutions, Inc.
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----------------------------------- By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx, Vice Chairman
Address: 0000-X Xxxxxx Xxxx
Xxxxx Xxxxxxxxxx, XX 00000
LENDER:
/s/ Xxxxxx Xxx
----------------------------------- Keystone Financial, Inc.
----------------------------------- By: /s/ Xxxxxxxxxx X. Xxxxxxx
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Xxxxxxxxxx X. Xxxxxxx
Address: 000 X. Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx Xxxxx, XX 00000
STATE OF NEW YORK )
)SS.
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me this 14th day of
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September 1995, by Xxxxxxx Xxxxxxxxx .
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/s/ Xxxxxx X. XxXxxxx
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Xxxxxx X. XxXxxxx
Notary Public State of New York
No. 00-0000000
Qualified in New York County
Commission Expires June 30, 1996
