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EXHIBIT 4.1
PROMISSORY NOTE
$_______________________ Tampa, Florida
Date:___________________
FOR VALUE RECEIVED, the undersigned promises to pay to
______________________________ (hereinafter, together with any holder hereof,
called "Holder") at ______________________ or at such other place as the Holder
may from time to time designate in writing, the principal sum of
___________________________ Dollars ($_______________), together with simple
interest at the rate of 10.5% per annum payable interest only monthly. Interest
is calculated on the basis of a 365-day year (the "Calculation Basis") but is
paid in 12 equal monthly installments, regardless of the number of days in each
month (the "Payment Basis"), with any difference between interest determined on
the Calculation Basis and the Payment Basis paid in the final installment due
under the Note. Interest shall be due on the first day of the month, in arrears.
The entire outstanding principal balance and accrued interest, if any, shall be
due on June 30, 2002.
This Note is one of an issue of 9,900 Notes ("Notes") of the
undersigned in an aggregate principal amount not to exceed Nine Million Nine
Hundred Thousand Dollars ($9,900,000.00), and is subject to an Indenture of
Trust by and between the undersigned and Xxxxxxx X. Xxxxxx, as Trustee (the
"Trustee"). Reference is hereby made to the Indenture of Trust for a description
of the rights, limitations, obligations and immunities of the undersigned, the
holders of the Notes and the Trustee. This Note may only be deemed to be in
default and the Holder may only exercise any available rights and remedies
thereon upon the occurrence of an Event of Default as defined in the Security
Agreement and the Indenture of Trust.
This Note and the instruments securing it have been executed and
delivered in, and their terms and provisions are to be governed and construed by
the laws of the State of Florida.
This principal due under this Note may be prepaid in whole or in part
at any time without penalty. Any prepayment will include accrued and unpaid
interest at the time of prepayment on the entire principal amount due.
This Note is secured by a Security Agreement described in the
Prospectus of the undersigned dated as of ______________, 1997, executed by the
undersigned in favor of the Trustee on behalf of the holders of the Notes.
If an Event of Default, as defined in the Indenture of Trust or
Security Agreement, shall have occurred and be continuing, the principal hereof
may be declared due and payable in manner, with the effect, and subject to the
conditions provided in the Indenture of Trust or Security Agreement.
Time is of the essence of this Note and in case this Note is collected
by law or through an attorney at law, or under advice therefrom, the undersigned
agrees to pay all costs of collection, including reasonable attorney's fees.
Reasonable attorney's fees are defined to include, but not be limited to, all
fees incurred in all matters of collection and enforcement, construction and
interpretation, before, during and after suit, trial proceedings and appeals, as
well as appearances in and connected with any bankruptcy proceedings or
creditors' reorganization or similar proceedings.
All persons now or at any time liable, whether primarily or
secondarily, for the payment of the indebtedness hereby evidenced, for
themselves, their heirs, legal representatives, successors and assigns
respectively, hereby (a) expressly waive presentment, demand for payment, notice
of dishonor, protest, notice of nonpayment or protest, and diligence in
collection; (b) consent that the time of all payments or any part thereof may be
extended, rearranged, renewed or postponed by the Holder hereof and further
consent that the collateral security or any part thereof may be released,
exchanged, added to or substituted for releasing, affecting or limiting their
respective liability or the lien of any security instrument; and (c) agree that
the Holder, in order to enforce payment of this Note, shall not be required
first to institute any suit or to exhaust any of its remedies against the Maker
or any other person or party to become liable hereunder.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed
on the day and year first above written.
STERLING FINANCIAL SERVICES OF FLORIDA - I,
INC., a Florida corporation
By:_________________________________________
Xxxxxxx X. Xxxxxx, President
The required excise tax on documents has been paid and stamps have been affixed
to the Security Agreement and canceled.
