EXHIBIT 10.15
MASTER NOTE
$7,000,000 Woodbridge, New Jersey
April 9, 2002
ON April 8, 2003, for value received, TeamStaff, Inc., a
corporation incorporated under the laws of the State of New Jersey, having its
principal office at 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 promises to pay
to the order of FLEET NATIONAL BANK ("Bank"), at its office located at 000
Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 or at such place as the holder hereof
may from time to time designate in writing, the sum of up to SEVEN MILLION AND
00/100 DOLLARS ($7,000,000) or the amount actually outstanding from time to time
hereunder, at which time all outstanding principal, accrued interest fees and/or
charges, if any, shall be due and payable, all in lawful monies of the United
States of America, in immediately available funds, pursuant to the terms of a
certain Loan and Security Agreement, dated of even date herewith by and between
the undersigned and the Bank (as such may from time to time be amended,
modified, restated or supplemented, the "Loan Agreement").
This Note shall bear interest from the date hereof until
maturity, at a per annum rate equal to: (i) the Prime Rate or (ii) the LIBOR
Rate plus the Applicable Margin, as more particularly described in the Loan
Agreement.
This Note shall bear interest after maturity (whether as
stated or by acceleration) or after a Default or an Event of Default at the
Default Rate. In the event that any payment shall not be received by Bank within
ten (10) days of the due date, the undersigned shall, to the extent permitted by
law, pay Bank a late charge of five percent (5%) of the overdue payment. Any
such late charge assessed shall be immediately due and payable. In no event
shall any such payments of interest, charges or late fees exceed the maximum
amount permitted by law.
As security for the payment of all Obligations of the
undersigned to the Bank (including this Note and any renewals, extensions or
modifications thereof), the undersigned and all Obligors have granted to the
Bank a security interest in the Collateral as well as all other security as set
forth in Section 3 of the Loan Agreement.
This Note is the "Master Note" referred to in the Loan
Agreement. All terms of the Loan Agreement are incorporated herein by reference
and in the event of ambiguity or inconsistency between the terms of the Loan
Agreement and the terms hereof, the terms of the Loan Agreement shall prevail.
All capitalized terms not specifically defined herein shall have the meaning
ascribed to them in the Loan Agreement.
All parties hereto, whether makers, endorsers, guarantors or
otherwise, hereby waive presentment, demand, notice of non-payment, protest, and
all other notices or demands whatsoever, and do hereby consent that without
notice to and without releasing the liability of any party hereto, the
obligation of any party may from time to time, in whole or part, be renewed,
extended, modified, accelerated, compromised, settled or released by the Bank.
THIS NOTE AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY (EXCLUDING
THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).
THE UNDERSIGNED AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW JERSEY OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE UNDERSIGNED BY MAIL AT THE ADDRESS SET FORTH IN THE LOAN
AGREEMENT. THE UNDERSIGNED HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT
IS BROUGHT IN AN INCONVENIENT FORUM.
THE UNDERSIGNED AND THE BANK (BY ACCEPTANCE OF THIS NOTE)
MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A
TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING,
WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR
ACTIONS OF THE BANK RELATING TO THE ADMINISTRATION OF THE REVOLVING LOAN OR
ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREE THAT NEITHER PARTY WILL SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, THE UNDERSIGNED HEREBY
WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. THE UNDERSIGNED CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE
BANK WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE BANK TO ACCEPT
THIS NOTE AND MAKE THE REVOLVING LOAN.
-2-
The Bank is hereby authorized to fill in any blank spaces in
this Note and to date this Note as of the date when it is delivered. The Bank is
hereby authorized to charge the following account as to any payment of principal
and/or interest due hereunder or under the Loan Agreement: Account No.
0967703980.
ATTEST: TEAMSTAFF, INC.
_________________________________ BY:________________________________
XXXXXX X. XXXXX, CHIEF XXXXXX X. XXXXXXX, CHIEF
FINANCIAL OFFICER AND SECRETARY EXECUTIVE OFFICER
-3-
