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EXHIBIT 10.92(e)
REVOLVING CREDIT NOTE
$33,400,000.00 Dated: August 15, 2000
New York, New York
FOR VALUE RECEIVED, each of OUTSOURCE INTERNATIONAL, INC., a Florida
corporation (the "Parent"), OUTSOURCE INTERNATIONAL OF AMERICA, INC., a Florida
corporation ("OIA"), OUTSOURCE FRANCHISING, INC., a Florida corporation ("OFI"),
GUARDIAN EMPLOYER EAST, LLC, a Delaware limited liability company ("Guardian
East") and GUARDIAN EMPLOYER WEST, LLC ("Guardian West" and, together with the
Parent, OIA, OFI and Guardian East, each a "Borrower" and collectively, the
"Borrowers") HEREBY JOINTLY AND SEVERALLY PROMISES TO PAY to the order of THE
CIT GROUP/BUSINESS CREDIT, INC. (the "Lender") (i) the principal amount of
THIRTY THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($33,400,000.00), or if less,
the aggregate unpaid principal amount of all Revolving Loans (as defined in the
Financing Agreement hereinafter referred to) made by the Lender to the
Borrowers, payable on the Final Maturity Date (as defined in the Financing
Agreement) and (ii) interest on the unpaid principal amount hereof of all
Revolving Loans, from the date hereof until all such principal amounts are paid
in full, at such interest rates, and payable at such times, as are specified in
the Financing Agreement.
Notwithstanding any other provision of this Revolving Credit Note,
interest paid or becoming due hereunder shall in no event exceed the maximum
rate permitted by applicable law. Both principal and interest are payable in
lawful money of the United States of America in immediately available funds to
The CIT Group/Business Credit, Inc., as administrative agent (the
"Administrative Agent"), at its office located at 0000 XXX Xxxxxxx, Xxxxx 000,
Xxxxxx, Xxxxx 00000 or such other office as the Administrative Agent may
designate.
This Revolving Credit Note is a registered Note and, as provided in and
subject to the terms of the Financing Agreement, this Revolving Credit Note and
the Revolving Loans evidenced hereby may be transferred in whole or in part only
upon surrender of this Revolving Credit Note to Ableco Finance LLC, as
collateral agent (the "Collateral Agent") for registration of transfer or
exchange (and in the case of a surrender for registration of transfer, duly
endorsed or accompanied by a written instrument of transfer, duly executed by
the registered holder of this Revolving Credit Note or its attorney duly
authorized in writing), at which time a new Revolving Credit Note for a like
principal amount will be issued to, and registered in the name of, the permitted
transferee as provided in Section 12.07(b) of the Financing Agreement. Reference
in this Revolving Credit Note to a "holder" shall mean the person or entity in
whose name this Revolving Credit Note is at the time registered in the register
maintained by the Collateral Agent as provided in Section 12.07(b) of the
Financing Agreement and, prior to due presentment for registration of transfer,
the Borrowers may treat such person or entity as the owner of this Revolving
Credit Note for the purpose of receiving payment and all other purposes, and the
Borrowers will not be affected by any notice to the contrary.
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This Revolving Credit Note is one of the Revolving Credit Notes
referred to in, and is entitled to the benefits of, the Financing Agreement
dated as of August 15, 2000 (as amended or otherwise modified from time to time,
the "Financing Agreement"), by and among the Borrowers, the subsidiaries of the
Parent (other than a Borrower) party to the Financing Agreement, as guarantors,
the financial institutions from time to time party to the Financing Agreement,
the Administrative Agent, and the Collateral Agent. The Financing Agreement,
among other things, contains provisions for the acceleration of the maturity of
the unpaid principal amount of this Revolving Credit Note upon the happening of
certain stated events of default and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
specified therein. The Borrower hereby waives presentment for payment, demand,
protest and notice of dishonor of this Revolving Credit Note.
This Revolving Credit Note shall be governed by, and construed and
interpreted in accordance with, the internal laws of the State of New York
applicable to contracts made and to be performed therein without consideration
as to choice of law.
OUTSOURCE INTERNATIONAL, INC.
By: /s/ Xxx X. Xxxxxxxx
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Name: Xxx X. Xxxxxxxx
Title: Vice President
OUTSOURCE INTERNATIONAL
OF AMERICA, INC.
By: /s/ Xxx X. Xxxxxxxx
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Name: Xxx X. Xxxxxxxx
Title: Vice President
OUTSOURCE FRANCHISING, INC.
By: /s/ Xxx X. Xxxxxxxx
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Name: Xxx X. Xxxxxxxx
Title: Vice President
GUARDIAN EMPLOYER EAST, LLC
By: /s/ Xxx X. Xxxxxxxx
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Name: Xxx X. Xxxxxxxx
Title: Vice President
GUARDIAN EMPLOYER WEST, LLC
By: /s/ Xxx X. Xxxxxxxx
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Name: Xxx X. Xxxxxxxx
Title: Vice President
