EXHIBIT 10.2
LOAN NO. _________________________________ CITY NATIONAL BANK
OF FLORIDA
PROMISSORY NOTE &
SECURITY AGREEMENT
REVOLVING LINE OF CREDIT Date April 27, 1998
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Effective
FOR VALUE RECEIVED, the undersigned (jointly and severally, if more than one)
("Maker") promises to pay to the order of CITY NATIONAL BANK OF FLORIDA at its
office at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx, Xxxxxxx, which together with any holder
hereof is called "Bank", the principal sum of $THREE MILLION AND no/100 DOLLARS
($3,000,000.00) together with interest on the terms below:
The proceeds of this loan are to be used primarily for: /_/ personal, family, or
household purposes: /X/ business use; or /_/ farming operations.
INTEREST CALCULATION
The Interest Rate is:
(XX) A VARIABLE INTEREST RATE OF -0- PERCENT PER ANNUM IN EXCESS OF:
(XX) The City National Bank Base Rate (the base rate of interest
announced from time to time at Bank's discretion)
( ) Other Index________________________________________________
THE VARIABLE INTEREST RATE WILL BE ADJUSTED:
(XX) When the City National Bank Base Rate Changes
( ) When the index as stated above changes
( ) Other ______________________________________________________
( ) A FIXED INTEREST RATE OF ____________________________ PERCENT PER ANNUM
(XX) INTEREST SHALL BE CALCULATED ON THE BASIS OF A THREE HUNDRED SIXTY
(360) DAY YEAR, BUT INTEREST SHALL ACCRUE AND BE PAYABLE FOR THE ACTUAL
NUMBER OF DAYS IN EACH MONTH.
THE MAXIMUM INTEREST RATE WILL NOT EXCEED (*) %. (*)MAXIMUM RATE PER
APPLICABLE FLORIDA AFTER MATURITY, OR WHILE IN DEFAULT, THIS NOTE SHALL BEAR
INTEREST AT THE HIGHEST LEGAL RATE PER ANNUM ALLOWABLE BY FLORIDA LAW.
REPAYMENT SCHEDULE
( ) Principal and interest are due and payable in a single payment
on __________________________________
(XX) Principal payable in a single payment due on May 2, 1999 and
interest due and payable monthly commencing on June 2, 1998
( ) Principal payable on the earlier of demand or _______________
___________________ ______, at the sole discretion of Bank
and accrued interest payable ______________________________
commencing on _______________________________________,
____________.
( ) Payable in ________________ installments of $__________________
plus accrued interest, due and payable ____________________
commencing on ________________________, 19__, together with a
final/balloon payment in the amount of $_______________________
plus accrued interest, due and payable on ____________________,
___________. The terms, if any, for refinancing the balloon
payment, are ________________________
________________________________________.
( ) Payments of principal and interest payable in _________________
installments of $________________________ each, due and payable
_______________________ commencing on ________________, 19__,
together with a final/balloon payment in the amount of
$_________________ due and payable on ________________________,
____. The terms, if any, for refinancing the balloon payment,
are ______________________
_______________________________________________________.
( ) Principal payments are due and payable as follows:_____________
_____________________________________________________.
COLLATERAL
( ) If checked here, this Note is secured by and Maker pledges to
Bank and grants a security interest in the following: Unsecured
Maker and any endorser, surety, guarantor or other party signing this Note or
otherwise guaranteeing or ensuring the performance or payment by Maker (the
"Obligor") pledges to Bank and grants a security interest in all other property
of Maker and of each other Obligor now or hereafter in the possession, custody
or control of Bank, whether held expressly as collateral, security or otherwise
including, but not limited to, any balance or share of any deposit, trust or
agency or special account in which any Obligor has an interest. All of such
property, together with any specific property listed above as pledged to Bank by
Maker(s), shall be referred to as the "Collateral".
The Collateral is also pledged as security for all other liabilities or
obligations of each Maker to Bank (primary, secondary, direct, contingent, sole,
joint or several), due or to become due or which may be hereafter contracted or
acquired. Bank may, at its option, transfer at any time to itself or to its
nominee any Collateral and receive the income thereon and hold the same as
security herefor, or apply it on the principal or interest due hereon or due on
any liability or obligation secured hereby. Notwithstanding the surrender of
this Note upon payment or otherwise, Bank may nevertheless retain the Collateral
for any other liabilities.
Additions to, releases, reductions or exchanges of, or substitutions for the
Collateral, payment on account of this loan or increases of the same, or other
loans made partially or wholly upon the Collateral, may from time to time be
made without affecting the provisions of this Note or the liabilities of any
party hereto. Bank shall not be bound to take any steps necessary to preserve
any rights in the Collateral against prior parties and each Obligor shall take
necessary steps for such purposes. Bank or its nominees need not collect
interest or principal of any Collateral or give any notice with respect thereto.
Maker shall at all times keep the Collateral insured in such forms, and in such
amounts, as shall be acceptable to Bank, and shall keep the Collateral in good
maintenance, repair and condition, if appropriate to the nature of the
Collateral.
If the Collateral shall any time become unsatisfactory to Bank or if Bank shall
at any time deem itself insecure, Maker shall, within five days after demand,
deposit with Bank as additional Collateral, property which is satisfactory to
Bank in its sole discretion.
The undersigned agrees to pay a late charge equal to 5% of each payment of
principal and/or interest which is not paid within 10 days on which it is due.
THE TERMS OF THE REVERSE SIDE OF THIS DOCUMENT AND OF ANY SEPARATE SECURITY
AGREEMENT OR MORTGAGE GRANTING A SECURITY INTEREST ARE MADE A PART OF THIS
PROMISSORY NOTE AND SECURITY AGREEMENT.
PREFERRED HEALTHCARE STAFFING, INC.
Preferred Healthcare Staffing, Inc. a Delaware corporation
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Mailing Address 00000 Xxxxxxxx
Xxxxxxxxx PH BY: Execution Date
Xxxxx, Xxxxxxx 00000 /s/ Xxxxxxx X. Xxxxxxxx
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City State Zip Code Xxxxxxx X. Xxxxxxxx Execution Date
Sr. Vice President
1
Upon the happening of any of the following events, each of which shall
constitute a default, all liabilities of each Maker or Bank shall become due and
payable at once without notice or demand: (a) failure of any Obligor to perform
any agreement hereunder or to pay in full, when due, this Note or any other
liability whatsoever to Bank or any installment thereof or interest thereon, or
failure to pay when due any premium on any life insurance policy held as
Collateral hereunder; (b) the death of any Obligor; (c) filing of any petition
under the Bankruptcy Act, or any similar federal or state statute, by or against
any Obligor; (d) application for the appointment of a receiver for, the making
of a general assignment for the benefit of creditors by, or the insolvency of,
any Obligor; (e) taking possession of any substantial part of the property of
any Obligor at the insistence of any government authority; (f) dissolution,
merger, consolidation, or reorganization of any Obligor; (g) a material adverse
change has occurred in the financial condition of any Obligor from the
conditions set forth in the most recent financial statement of such Obligor
furnished to bank, or from a condition of such Obligor as most recently
disclosed to Bank in any manner; (h) that any warranty, representation,
certificate, or statement of any Obligor (whether nor not contained herein)
pertaining to or in connection with the loan evidenced hereby is not true; (i)
assignment by any Maker of any equity in any of the Collateral without the
written consent of Bank. The principal of the Note, and any part thereof, shall
bear interest at the maximum legal rate of interest chargeable under the laws of
the State of Florida after default until paid.
Bank may, at any time, whether or not this Note is due (a) pledge or transfer
this Note and Security Agreement and the Collateral, whereupon Bank shall be
relieved of all duties and responsibilities hereunder and relieved from any and
all liability with respect to any Collateral so pledged or transferred, and any
pledgee or transferee shall, for all purposes, stand in place of Bank hereunder
and have all the rights of Bank hereunder; (b) vote the Collateral; (c) notify
Obligor on any Collateral to make payment to Bank of any amounts due or to
become due thereon; (d) demand, xxx for, collect or make any compromise or
settlement it deems desirable with reference to the Collateral; (e) take
possession or control of any proceeds of Collateral; and (f) exercise all other
rights necessary or required, in Bank's discretion, in order to protect its
interests hereunder.
In no event shall Bank or any holder hereof be entitled to unearned or unaccrued
interest or other charges or any rebates, except as may be authorized by law;
nor shall any such party be entitled to receive at any time any such charges not
allowed or permitted by law, or any interest in excess of the maximum allowed by
law from time to time.
No delay or omission on the part of Bank in exercising any right hereof shall
operate as a waiver of such right or any other right under this Note.
Presentment, demand, protest, notice of dishonor and all other notices are
hereby waived by each and every Obligor. This Note shall be construed and
enforced according to the laws of the State of Florida and the parties agree
that any litigation by either party with respect to this Note shall take place
and be litigated in Dade County, Florida. The Obligors, jointly and severally,
promise and agree to pay any and all reasonable attorney's fees and costs
(whether or not suit is filed, and including both the trial and appellate level
on appeal, if any) in an amount not less than ten percent (10%) of the principal
sum. The Obligors jointly and severally agree to pay any and all filing fees and
intangible taxes and any other imposition imposed on the obligation evidenced
hereby. Any notice to Maker shall be sufficiently served for all purposes if
placed in the mail, postage prepaid, addressed to or left upon the premises at
the address shown or any other address shown on Bank's records.
Each Obligor hereby expressly consents to any and all extensions and renewals,
in whole or in part, and all delays in time of payment or other performance with
the holder hereof may grant or permit at any time and from time to time without
limitation and without any notice to or further consent of any Obligor. Each
Obligor shall also be bound by all of the foregoing items, and those of the
front side hereof, without the requirement that Bank or any holder hereof first
go against the Collateral hereof, or any security interest granted hereby.
Each Obligor agrees to furnish current and accurate financial data to Bank upon
request.
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ENDORSEMENT
In addition to the liability as endorsers, which the undersigned hereby assume,
and intending to be legally bound, the undersigned (and if more than one, each
of them jointly and severally) (a) hereby become surety to the CITY NATIONAL
BANK OF FLORIDA, Miami, Florida, its successors, endorsers, endorsees and
assigns, for the payment of the within Note; and (b) consent (i) that the
Collateral may be exchanged, surrendered or sold from time to time, (ii) that
the payment of the Note, or any of the liabilities of the Maker thereof, or of
any Collateral, may be extended or renewed in whole or in part and (iii) that
any of the provisions of the Note may be modified; all without notice to and
without affecting the liability of the undersigned as endorsers and sureties.
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DISBURSEMENT AUTHORIZATION
TO: CITY NATIONAL BANK OF FLORIDA
Gentlemen:
You are hereby authorized and directed to disburse the proceeds of this Note
to:__________________________________________________________________________
Upon delivery of the funds as specified herein, you are fully released and
discharged from all liability resulting therefrom.
Very truly yours,
Preferred Healthcare Staffing,
Name of Maker
By:_/s/_William_R._Dresback_________________
Xxxxxxx X. Xxxxxxxx
Xx. Vice President
By:_________________________________________
STATE OF _________________________________________
COUNTY OF _______________________________________
The foregoing instrument was acknowledged before me this
________________ day of April, 1998 by Xxxxxxx X. Xxxxxxxx, as Sr. Vice
President and ____________, as ______________________________ respectively of
Preferred Healthcare Staffing, Inc. corporation, on behalf of the corporation,
_____________________________ and _________________________ respectively is/are
(personally known to me) or has produced _______________________________________
and (did/did not) take on oath.
Type of Identification
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Notary Public, State of
-------------------------------------------
Print Name and Title of Notary
2
STATE OF _________________________________________
COUNTY OF _______________________________________
The foregoing instrument was acknowledged before me this
________________ day of _______________, ___ by __________________________ who
is (personally known to me) or who has produced
____________________________________ and who (did/did not) take on oath.
Type of Identification
-------------------------------------------
Notary Public, State of
-------------------------------------------
Print Name and Title of Notary
3
