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EXHIBIT 4.2
PROMISSORY NOTE
$__________ Ronkonkoma, New York
__________, 1999
FOR VALUE RECEIVED, the undersigned QK HEALTHCARE, INC., a Delaware
corporation (the "Corporation"), and its successors and assigns, having an
office at 0000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000, xxxxxxxx to pay to the
order of ____________, having an address of __________________________ (the
"Holder"), the principal sum of______________________ DOLLARS ($________) as
hereinafter provided, together with interest (computed on the basis of a 360-day
year of twelve 30-day months) on the unpaid principal amount hereof at a rate
equal to the London Inter-Bank Offering Rate ("LIBOR") plus one and one-half
percent (1-1/2%) per annum from the date hereof to maturity, whether by
acceleration or otherwise, payable quarterly on March 31, June 30, September 30,
and December 31 in each year commencing on March 31, 2000.
Upon the consummation of the Corporation's initial public offering,
$_________ shall be due and payable. The balance of the unpaid principal
together with any accrued and unpaid interest shall be due and payable in full
on December 31, 2006. All payments of principal and interest are to be made in
lawful money of the United States of America at Xxxxxx's aforesaid address or at
such other place or places as the holder hereof may from time to time designate
in writing.
The undersigned hereby waives all applicable exemption rights as well
as valuation and appraisement, presentment and demand for payment, protest and
notice of protest, notice of dishonor, protest and demand, demand and dishonor,
and non-payment of this Note, and expressly agrees that its liability under this
Note shall not be affected by any renewal or extension in the time of payment of
the principal and/or interest due and payable hereunder, regardless of the
number of such renewals and extensions. No extension of time for repayment of
the principal and/or interest due and payable hereunder or any alternative
amount and no waiver of any of the provisions of this Note shall similarly
release, modify or affect the liability of the undersigned hereunder.
If this Note (a) is not paid when due or (b) is collected through a
bankruptcy, receivership or other court proceeding, whether before or after this
Note is due, or (c) is placed in the hands of attorneys for collection, the
undersigned agrees to pay, in addition to the then outstanding balance of the
principal sum, any accrued and unpaid interest thereon and all other fees, sums,
charges and amounts due and payable under this Note, all costs of collecting or
attempting to collect the same (including, but not limited to, attorney' fees
and disbursements) incurred by the holder hereof.
This Note may not be altered, amended, canceled, changed, discharged,
modified, terminated or waived orally, but only by an agreement in writing dated
and executed by
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the party against which enforcement of such alteration, amendment, change,
cancellation, discharge, modification, termination or waiver is sought.
Any notice, request, demand, consent, approval or other communication
which the holder hereof or the undersigned is obligated or may elect to give
hereunder ("Notice") shall be given by registered or certified mail, return
receipt requested, postage prepaid, addressed to the party to receive such
Notice at such party's address first above set forth. Either party may, by
Notice given as aforesaid, change its address for all subsequent Notices.
Notices shall be deemed given as of the second business day following the date
when mailed as aforesaid.
The provisions of this Note shall be binding upon and inure to the
benefit of the undersigned and the holder hereof and their respective heirs,
legal representatives, successors and assigns. For the purposes of this Note,
the phrase "holder hereof" shall mean and include all subsequent holders of this
Note.
In case any one or more of the provisions contained in this Note shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provisions hereof, but this Note shall be construed as if such invalid, illegal
or unenforceable provision had never been included.
This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
QK HEALTHCARE, INC.
By:__________________________
Name:
Title:
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