EXHIBIT 10.58
AMENDED AND RESTATED
PROMISSORY NOTE
(Term Loan)
THIS NOTE AMENDS AND RESTATES, WITHOUT NOVATION OR SATISFACTION, THAT CERTAIN
NOTE IN THE AMOUNT OF $3,972,900.87, DATED SEPTEMBER 25, 2000.
$3,374,000.00 Note No.: _________________
Farmington Hills, Michigan
Due Date: SEPTEMBER 30, 2004 Dated: NOVEMBER 29, 2001
EFFECTIVE SEPTEMBER 30, 2001
FOR VALUE RECEIVED, the undersigned, jointly and severally (the
"Borrower"), promise to pay to the order of STANDARD FEDERAL BANK N.A., F/K/A
MICHIGAN NATIONAL BANK, a national banking association (the "Bank"), at any
office of the Bank located in the State of Michigan or at such other place as
Bank may designate in writing, the principal sum of THREE MILLION THREE HUNDRED
SEVENTY FOUR THOUSAND AND 00/100 DOLLARS ($3,374,000.00), with interest as
hereinafter provided, all in lawful money of the United States of America. The
unpaid principal balance of this promissory note ("Note") shall bear interest
computed on the basis of the actual number of days elapsed in a year consisting
of 360 days, at a rate of interest (the "Effective Interest Rate") which is
equal to ONE percent (1.0%) per annum in excess of that rate of interest
established by the Bank as its PRIME rate (the "Index"), as such Index may vary
from time to time. Xxxxxxxx understands and agrees that the Effective Interest
Rate payable to Bank under this Note shall be determined by reference to the
Index, and not by reference to the actual rate of interest charged by the Bank
to any particular borrower(s). If the Index shall be increased or decreased, the
Effective Interest Rate under this Note shall be increased or decreased by the
same amount, effective the day of each increase or decrease in the Index.
This Note shall be paid to the Bank as follows:
In consecutive payments of ONE HUNDRED TWO THOUSAND SIX HUNDRED FORTY
FIVE AND 14/100 DOLLARS ($102,645.14) each including interest accrued
to the date of such payment, commencing on the 1ST day of JANUARY ,
2002 and continuing on the 1ST day of each MONTH thereafter, until the
Due Date, upon which date the entire unpaid principal balance of this
Note and all accrued and unpaid interest shall be due and payable to
Bank in full.
If this Note provides for installment payments of principal and
interest and a variable interest rate, then upon any change in the Effective
Interest Rate, upwards or downwards, the installment payments due under this
Note shall be adjusted by the Bank, as of the next installment due date after
the Effective Interest Rate change, to maintain amortization of the unpaid
principal balance of this Note over the original amortization period.
Borrower expressly assumes all risks of loss or delay in the delivery
of any payments made by mail, and no course of conduct or dealing shall affect
Borrowers assumption of these risks. Borrower shall not be required to pay
interest at a rate greater than the maximum allowed by law and any interest
payment received by Bank which exceeds the maximum legal rate shall be
automatically credited upon the unpaid principal balance of this Note. If the
Bank determines the Effective Interest Rate is, or may be, usurious or otherwise
limited by law, the unpaid balance of this Note shall, at Bank's option, become
immediately due and payable.
This Note may be prepaid at any time without. All partial prepayments
shall be applied against the last accruing installment or amount due under this
Note and no partial prepayments shall affect the obligation of Borrower to
continue making all payments specified in this Note until the entire unpaid
principal and all accrued interest shall have been paid in full. All payments
received shall, at the option of the Bank, first be applied against accrued and
unpaid interest and the balance against principal.
Upon the occurrence of any of the following events ("Events of
Default") the Bank, at its option, and without notice to Borrower, may declare
the entire unpaid principal balance of this Note, all accrued interest, and all
other indebtedness of Borrower to Bank, to be immediately due and payable: (a)
failure to pay any principal or interest payment to Bank when due; (b) any
statement, warranty, or representation of Borrower or any guarantor made in this
Note, the Related Documents, or in any financial statement now or hereafter
furnished to the Bank by or on behalf of the Borrower or any guarantor, is false
or misleading; (c) breach of any covenant, term, condition, or agreement stated
in this Note or in any of the Related Documents by Borrower or any guarantor;
(d) Borrower or any guarantor ceases doing business or Borrower's or any
guarantors existence is terminated by death, sale, dissolution, merger or
otherwise; (e) any conveyance is made of substantially all of Borrower's assets,
any assignment is made for the benefit of creditors, any receiver is appointed
for Borrower, or any insolvency, liquidation or reorganization proceeding is
filed by or against Borrower under the Bankruptcy Code or otherwise; (f) any
attachment, execution, levy, forfeiture, tax lien, or similar writ or process is
issued against any of Borrower's property; (g) any felony criminal proceeding is
brought against Borrower, Xxxxxxxx's management, or any guarantor; (h) Bank
determines the interest rate charged by Bank on any loan to Borrower is usurious
or otherwise unlawful or limited; (i) any material adverse change occurs or is
imminent, the effect of which would be to substantially diminish Borrower's or
any guarantor's financial condition, business, ability to perform their
agreements with Bank, or the value of any collateral securing Borrower's
indebtedness and other obligations to the Bank; (j) any other Borrower
indebtedness to the Bank or any other creditor remains unpaid after acceleration
of the maturity or after the maturity stated.
Upon the occurrence of any Event of Default or upon non-payment of this
Note after demand, the unpaid principal balance of this Note shall bear interest
at a rate which is two percent (2%) greater than the Effective Interest Rate
otherwise applicable. If any payment due under this Note is not paid within ten
(10) days after the date due, then, at the option of the Bank, a late charge of
not more than five cents ($0.05) for each dollar of the installment past due may
be charged by Bank. Xxxxxxxx agrees to pay all of Bank's costs incurred in the
collection of this Note, including reasonable attorney fees.
Acceptance by Bank of any payment in an amount less than the amount
then due shall be deemed an acceptance on account only, and Xxxxxxxx's failure
to pay the entire amount due shall be an Event of Default. Borrower and all
guarantors hereof do hereby (i) jointly and severally waive presentment for
payment, demand, notice of nonpayment, notice of protest or protest of this
Note, any defenses under 3-605 of the Michigan Uniform Commercial Code, the
release of any collateral or part thereof, with or without substitution, and
Bank diligence in collection or bringing suit, and (ii) consent to any and all
extensions of time, renewals, waivers, or modifications as may be granted by
Bank with respect to payment or any other provisions of this Note. The liability
of the Borrower under this Note shall be absolute and unconditional, without
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regard to the liability of any other party. This Note shall be deemed to have
been executed in, and all rights and obligations hereunder shall be governed by,
the laws of the State of Michigan.
This Note evidences a Loan made under the terms of a Business Loan
Agreement dated SEPTEMBER 25, 2000, AS AMENDED BY AMENDMENT OF BUSINESS LOAN
AGREEMENT DATED NOVEMBER 29, 2001, EFFECTIVE SEPTEMBER 30, 2001 (THE "LOAN
AGREEMENT), AND IS SECURED BY:
> SECURITY AGREEMENT DATED SEPTEMBER 25, 2000.
Reference is hereby made to the document(s) and other agreement(s)
described above (the "Related Documents") for additional terms and conditions
relating to this Note.
BORROWER
UNITED AMERICAN HEALTHCARE
CORPORATION,
A MICHIGAN CORPORATION
XXXXXXXX ADDRESS:
0000 XXXXXXX XXXX XXXX. SUITE 200 By: /s/ XXXXXXX XXXXX
DETROIT, MICHIGAN 48207 --------------------------------------
XXXXXXX XXXXX
Its: PRESIDENT & CHIEF EXECUTIVE
OFFICER
AND
By: /s/ XXXXXXX X. XXXXXXX, XX
--------------------------------------
XXXXXXX X. XXXXXXX, XX
Its: CHIEF FINANCIAL OFFICER
Tax ID No.: 00-0000000
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