TERM NOTE
$1,500,000 June 13, 1997
FOR VALUE RECEIVED, the undersigned, CAREADVANTAGE, INC., a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay on or
before June 30, 2000 (the "Term Loan Maturity Date"), to the order of SUMMIT
BANK, a banking institution of the State of New Jersey (the "Bank"), at the
office of the Bank located at 000 Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, or
at such other location as the Bank shall designate, in lawful money of the
United States of America and in immediately available funds, the principal
amount of the lesser of (i) $1,500,000 or (ii) so much thereof as shall have
been advanced (the "Term Advances") by the Bank to the Borrower under the Term
Loan described in Section 2.1 of that certain Credit Agreement by and among the
Borrower, Blue Cross and Blue Shield of New Jersey, Inc., as guarantor, and the
Bank dated as of the date hereof (the "Credit Agreement"). Terms defined in the
Credit Agreement shall have the same meaning when used herein. All of the terms
and provisions of the Credit Agreement are incorporated herein by reference as
if set forth at length herein.
The Borrower further agrees to pay interest in like money at such office on
the unpaid principal amount hereof from time to time in accordance with the
terms and provisions of the Credit Agreement. The unpaid principal amount hereof
shall bear interest commencing with the date hereof at the rates set forth in
the Credit Agreement.
Interest shall be payable in arrears and shall be calculated on the basis
of a 360-day year (having 12 months of 30 days each) for the actual number of
days elapsed.
The principal and interest of this Note shall be payable in accordance
with, and on the dates specified in, the Credit Agreement.
All Term Advances made by the Bank to the Borrower hereunder shall be noted
by the Bank on any schedule or other computer record which may now or hereafter
be annexed hereto, and the Bank is authorized to make such notations and to
annex such schedule or computer record which shall be prima facie evidence of
the principal amount outstanding hereunder at any time; provided, however, that
any failure to make such a notation (or any error in notation) shall not limit
or otherwise affect the obligation of the Borrower hereunder which is and shall
remain absolute and unconditional.
In the event that any payment shall not be received by the Bank within ten
(10) days of the due date, the Borrower shall,
to the extent permitted by law, pay to the Bank a late charge (the "Late
Charge") equal to five percent (5%) of the overdue payment to cover the extra
expense involved in handling delinquent payments, but in no event shall any Late
Charge be less than $25 or more than $2,500. The term "payment" shall be
construed to include principal, interest, fees and any other amount due under
the terms of this Note or any of the other Loan Documents. Acceptance by the
Bank of payment of a Late Charge shall in no way be construed to be an election
of remedies or waiver by the Bank of any of its rights at law or under the terms
of any of the Loan Documents. Any such Late Charge assessed is immediately due
and payable.
This Note is secured by the Collateral described and defined in the Pledge
Agreement.
The Bank may declare this Note to be immediately due and payable if any
Event of Default under the Credit Agreement or any of the other Loan Documents
shall have occurred and be continuing.
If any Event of Default shall have occurred and be continuing, the Bank
may, in addition to such other and further rights and remedies as provided by
law or under any of the Loan Documents, (i) collect interest on any overdue
amount from the date when due until paid at a rate per annum equal to the Base
Rate plus three (3%) percent, (ii) setoff such amount against any deposit
account maintained in the Bank by the Borrower, and such right of setoff shall
be deemed to have been exercised immediately upon such stated or accelerated
maturity even though such setoff is not noted on the Bank's records until a
later time and (iii) hold as security any property heretofore or hereafter
delivered into custody, control or possession of the Bank or any entity acting
as agent for the Bank by any person liable for the payment of this Note.
This Note may not be changed orally, but only by an agreement in writing,
signed by the party against whom enforcement of any waiver, change, modification
or discharge is sought.
Should the indebtedness represented by this Note or any part hereof be
collected at law or in equity, or in bankruptcy, receivership, or any other
court proceeding, or should this Note be placed in the hands of attorneys for
collection upon default, the Borrower agrees to pay, in addition to the
principal and interest due and payable hereon, all reasonable costs of
collecting or attempting to collect this Note, including reasonable attorneys'
fees and expenses.
This Note shall be and remains in full force and in no way impaired until
the actual payment in full thereof to the Bank, its successors or assigns.
Anything herein to the contrary notwithstanding, the
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obligations of the Borrower under this Note shall be subject to the limitation
that payments of interest shall not be required to the extent that receipt of
any such payment by the Bank would be contrary to provisions of law applicable
to the Bank limiting the maximum rate of interest which may be charged or
collected by the Bank.
The Borrower and all endorsers and guarantors of this Note hereby waiver
presentment, demand for payment, protest and notice of dishonor of this Note.
This Note is binding upon the Borrower and its successors and assigns and
shall inure to the benefit of the Bank and its successors and assigns.
This Note and the rights and obligations of the parties hereto shall be
subject to and governed by the laws of the State of New Jersey.
IN WITNESS WHEREOF, the undersigned has caused this Note to be duly
executed by its authorized officers, as of the day and year above written.
ATTEST CAREADVANTAGE, INC.
By:____________________________ By:______________________________
Name: Name:
Title: Title:
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