Exhibit 2(C)
PROMISSORY NOTE
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$600,000.00 DATE: MARCH 20, 1998
FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND HEREBY, SSGI-UST
ACQUISITION CORPORATION and U.S. TECHNOLOGIES, INC. (hereinafter
collectively referred to as "Maker"), jointly and severally promise to
pay to the order of STRATEGIC SOLUTIONS GROUP, INC. (hereinafter referred to as
"Payee"), the principal sum of SIX HUNDRED THOUSAND ($600,000.00) DOLLARS
payable in accordance with the following until paid in full.
1. THE LOAN
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1.1 PRINCIPAL. The principal amount due hereunder shall be the face
amount hereof.
1.2 INTEREST. The principal shall bear annual interest at the rate of
six percent (6.0%) compounded monthly.
1.3 PAYMENT OF PRINCIPAL AND INTEREST. The principal of this Note, and
all accrued interest thereon, shall be payable in full upon the earlier of the
closing of Maker's $2,000,000 private placement or sixty (60) days from the date
hereof.
1.4 SECURITY. To secure the payment of this Note and the indebtedness
evidenced hereby, Maker has granted a first priority security interest to Xxxxx
in all their assets as more fully described in the General Security Agreement
dated of even date herewith. The terms, conditions, premises and promises of
said General Security Agreement are incorporated herein by reference.
In addition to the foregoing, the Shareholders of Maker (other than
Payee), in consideration of Xxxxx's loan to Maker hereunder, have pledged all of
their shares of stock in Maker pursuant to the Pledge Agreements dated of even
date herewith. The terms, conditions, premises and promises of said Pledge
Agreements are incorporated herein by reference. Maker warrants and represents
to Payee that there are no other Shareholders of either Maker other than Payee,
Trent On Dorchester Limited Liability Company, Starr Securities and Xxxxx X.
Xxxxxx.
In addition to the foregoing, Maker has delivered to Payee the stock
ledgers of Maker and the certificates representing all of the authorized and
unissued shares of stock of Maker. Until this Note is paid in full, Maker
irrevocably appoints Payee as Maker's transfer agent and hereby agrees that
Maker will not without the express written approval of Payee issue additional
shares of stock in Maker, sell, assign or transfer shares of stock in Maker,
merge or consolidate with another company (other than the contemplated
merger between Maker), print or have printed new share certificates, or in any
other manner create or issue any instrument which evidences equity ownership in
Maker or convertable into any equity ownership in Maker. Upon the repayment of
the indebtedness evidenced by this Note with all accrued interest thereon and
all expenses accruing herein, Payee shall deliver the stock ledgers and
certificates to Maker.
2. EVENTS OF DEFAULT. The occurrence of any one or more of the following shall
constitute an "Event of Default" hereunder.
2.1 The failure to pay when due, any amount payable or any liability
arising under this Note (hereinafter referred to as the "Liabilities").
2.2 The breach by Maker of any term of this Agreement.
2.3 The appointment of a receiver, liquidator, assignee, custodian,
trustee or similar official for any substantial part of Maker's property; the
ordering of the winding-up or liquidation of Maker's affairs.
2.4 The commencement by Maker of a voluntary case under the federal
bankruptcy laws or any other applicable federal or state bankruptcy, insolvency
or other similar law; the consent by Maker to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, or other
similar official for any substantial part of Maker's property; the creation by
Maker of any assignment for the benefit of creditors, or the failure of Maker
generally to pay its debts as they become due.
2.5 The occurrence of any default under the General Security Agreement
or Pledge Agreements dated of even date herewith securing Maker's indebtedness
to Payee.
2.6 The occurrence of any violation of the terms of that certain
Employment Agreement between UST and Xxxxx X. Xxxxxx dated on or about July 15,
1996, which the respective parties understand and agree shall remain in full
force and effect until the satisfaction in full of Maker's indebtedness in Payee
hereunder.
3. XXXXX'S RIGHT UPON DEFAULT. Upon the occurrence of an Event of Default:
3.1 The entire unpaid principal balance of the Note, together with all
other Liabilities due or owed by the Maker under this Note shall without
additional notice to or demand on the Maker, become due and payable immediately
with interest.
3.2 After the default and until Maker's indebtedness to the Payee is
paid in full, including the period following entry of any judgment, interest
shall accrue at the rate of twelve (12%) percent per year ("Default Rate"). The
Maker shall also be liable for all costs incurred for the collection of this
Note, including attorneys' fees, and such amounts may be enforced and recovered
by confessing judgment on this Note and the issuance of execution on the
judgment.
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3.3 The Payee may exercise any rights and remedies available to Payee
under applicable law.
4. CUMULATIVE REMEDIES. The remedies of the Payee provided in this Note or
otherwise available to the Payee at law or in equity and the warrants of
attorney herein or therein contained, shall be cumulative and concurrent, and
may be pursued singly, successively, and together at the sole discretion of the
Payee, and may be exercised as often as occasion therefor shall occur. The
failure to exercise any right or remedy shall in no event be construed as a
waiver or release of the right or remedy.
5. WAIVER OF PRESENTMENT. Maker waives presentment for payment, demand, notice
of nonpayment, notice of protest, and protest of this Note, and all other
notices in connection with the delivery, acceptance, performance, default or
enforcement of the payment of this Note, except such notices as are specifically
provided for herein and agrees that its liability shall be unconditional without
regard to the liability of any other party and shall not be in any manner
effected by an indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee.
Payee shall not by an act of omission or commission be deemed to waive
any of its rights or remedies hereunder unless such waiver be in writing and
signed by Xxxxx, and then only to the extent specifically set forth therein; a
waiver on one event shall not be construed as a bar to or waiver of such right
or remedy on a subsequent event.
6. PAYMENT OF COSTS. The Maker shall pay the cost of any revenue, tax, or other
stamps required by law at any time to be affixed to this Note and if any taxes
be imposed with respect to debts secured by financing statements or with respect
to notes evidencing debts so secured, Maker agrees to pay the holder upon demand
the amount of such taxes, and hereby waives any contrary provisions of any laws
or rules of court now or hereafter in effect. If Maker fails or refuses or is
not legally permitted to pay or reimburse Payee for such taxes as aforesaid,
Payee may at its option accelerate this Note to maturity as in the case of
default of Maker.
7. PARTIES. The words "Payee" and "Maker" in this Note shall be deemed and
construed to include the respective successors and assigns of the Payee and the
Maker.
8. INVALID PROVISION. If any provision hereof is found by a court of competent
jurisdiction to be prohibited or unenforceable, it shall be ineffective only to
the extent of such prohibition or unenforceability, and such prohibition or
unenforceability shall not invalidate the balance of such provision to the
extent it is not prohibited or unenforceable, nor invalidate the other
provisions hereof, all of which shall be liberally construed in favor of Payee
in order to effect the provisions of the Note.
9. CONSTRUCTION. The parties to this Agreement and their respective counsel have
reviewed this Agreement and have had the opportunity to revise this Agreement,
and the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of this Agreement.
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10. GOVERNING LAW. This instrument shall be construed according to and governed
by the laws of the State of Florida.
IN WITNESS WHEREOF, the Maker has duly executed this Note on the 20th
day of MARCH, 1998.
Attest: SSGI-UST
ACQUISITION CORPORATION, MAKER
/s/ XXXXX X. XXXXXX By: /s/ XXXXX X. XXXXXX
__________________________ _____________________________
Xxxxx X. Xxxxxx, Secretary Xxxxx X. Xxxxxx, President
Attest: U.S. TECHNOLOGIES, INC.
MAKER
/s/ XXXXX X. XXXXXX By: /s/ XXXXX X. XXXXXX
__________________________ ____________________________
Xxxxx X. Xxxxxx, Secretary Xxxxx Xxxxxx, President
STATE OF FLORIDA :
: SS.
COUNTY OF HILLSBOROUGH :
Xxxxx to and subscribed before me this 7TH date of April,
1998.
/s/ XXXXXXX X. XXXXXXX
___________________________
Notary Public
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