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Insurance Management - Note Agreement
$809,000.00 Valdosta, Georgia
December 30, 1996
FOR VALUE RECEIVED, the undersigned, INSURANCE MANAGEMENT INFORMATION SERVICES, INC., a Florida corporation (the "Borrower") promises to pay to the Order of FIRST OF AMERICA BANK - FLORIDA, F.S.B., a federal saving bank (the "Lender") the principal sum of EIGHT HUNDRED NINE THOUSAND DOLLARS ($809,000.00), together with interest on the principal balance remaining unpaid from time to time at the rates set forth below.
Term. The term of this Note shall be from the date of this Note through and including the date that is exactly forty-eight (48) months following the date of this Note (the "Term"). The last day of the Term will be sometimes referred to below as the "Maturity Date".
Interest. The principal balance of this Note remaining unpaid from time to time shall bear interest from the date of this Note through and including the date that all indebtedness evidenced hereby is paid in full at the rates per annum equal to the Lender's Base Lending Rate (the "Lending Rate") announced or published by Lender from time to time, to be adjusted daily as and when the Lending Rate is adjusted. In the event the Lender shall cease or fail to announce or publish a Lending Rate, regardless of the reason therefor, then the Lender may utilize the Lending Rate announced or published by any other nationally known financial institution for Purposes of determination of the interest rate for the remainder of the Term. In the event that all nationally known financial institutions shall cease or fail to announce or publishing a Lending Rate, regardless of the reason therefor, then the Lender shall select a comparable national index, and if no comparable national index is available, then Lender shall establish the interest rate for the remainder of the loan Term. The term "Lending Rate" shall mean the annual rate of interest announced from time to time by the Lender. The ending Rate is a reference rate for the information and use of the Lender in establishing the actual rates to be charged its borrowers. It is not intended to and does not represent the best or lowest rate of interest available to any borrower or class of borrowers.
Manner of Calculation. Interest shall be calculated on the basis of a three hundred sixty (360) day year for actual days elapsed. Interest will be charged on the principal balance of the loan that remains outstanding from time to time.
Signed for Identification
By: /s/ G. Kristin Delano
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The Secretary of Borrower
Interest Limitation. Notwithstanding any other provision of this Note or any other instrument executed in connection with the loan evidenced hereby, it is expressly agreed that the amounts payable under this Note or under the other aforesaid instruments for the payment of interest or any other payment in the nature of or which would be considered as interest or other charge for the use or loan of money shall not exceed the highest rate allowed by law, from time to time, to be charged by Lender. In the event the provisions of this Note or of any instruments referred to in this paragraph, regarding the payment of interest or other payments in the nature of or which would be considered as interest or other charge for the use or loan of money to produce a rate that exceeds such limitation, then the excess over such limitation will not be payable and the amount otherwise agreed to have been paid shall be reduced by the excess so that such limitation will not be exceeded, and if any payment actually made shall result in such limitation being exceeded, the amount of the excess so that such limitation will not be exceeded, and if any payment actually made shall result in such limitation being exceeded, the amount of the excess shall operate to reduce such principal by the amount of such excess, or if in excess of the principal indebtedness, such excess shall be refunded.
Payments. Principal plus in shall be due and payable and shall be paid at 201 Kennedy Boulevard, Tampa, Florida 33602, Attn.: Commercial Loan Department, or at such other place as the Lender may designate from time to time, as follows:
(i) Monthly Payments. Except as provided below, principal shall be due and payable and shall be paid monthly in the amount of SIXTEEN THOUSAND EIGHT HUNDRED FIFTY-FOUR AND 17/100 DOLLARS ($16,854.17), each, plus accrued interest, commencing on the date exactly one (1) month following the date of this Note, and on the same day of each succeeding month thereafter through and including the same day of the month next preceding the Maturity Date.
(ii) Maturity Date. On the Maturity Date, all indebtedness evidenced by this Note (whether unpaid principal, accrued interest or otherwise) that remains unpaid shall be due and payable and shall be paid.
Each installment of principal plus interest under subparagraph (i) above shall be credited first on account of the interest then accrued on said principal remaining unpaid and then in reduction of said unpaid principal.
Further, because of increases in the interest rate, should any installment of principal and interest set forth in subparagraph (i) above be insufficient to: (A) pay in full the accrued interest on this Note; or (B) fully amortize the principal amount of this Note on or before the date exactly four (4) years from the date of this Note (the "Amortization Period"), Lender shall notify Borrower of
Signed for Identification
By: /s/ G. Kristin Delano
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The Secretary of Borrower
the same, and the Borrower shall automatically pay such higher amount as Lender determines is necessary to: (A) Prevent negative amortization from occurring under this Note and/or (B) fully amortize the principal amount of this Note during the Amortization period.
Late Charge. Any payment not received within ten (10) days when due be subject to, and it is agreed that the Lender shall collect thereon and therewith a "late charge" in the amount of five percent (5%) of the payment upon each such delinquent payment. Said "late charge" shall be immediately due and payable and shall be paid by the Borrower without notice or demand of the holder hereof.
Prepayment. Borrower shall have the option of prepaying all or any part of the principal of this Note at any time during the term of this Note, without notice, premium or penalty for the privilege of such prepayment. The Lender may require that any partial prepayments be made on the date payments are due. Any partial prepayments shall not postpone the due date of any subsequent monthly installments or change the amount of such installments, unless the Lender shall otherwise agree in writing. In the event of any full prepayment, all accrued interest and other charges evidenced by this Note and the instruments of security for this Note shall be paid at the same time as such full principal prepayment.
Consent and Waiver. Each Obligor (which term shall mean and include the Borrower, each guarantor, each endorser, and all others who may become liable for all or any part of the obligations evidenced and secured hereby), does hereby, jointly and severally: (a) consent to any forbearance or extension of the time or manner of payment hereof and to the release of all or any part of any security held by the Lender to secure payment of this Note and to the subordination of any instrument of security securing this Note as to all or any part of the property encumbered thereby, all without notice or consent of that party; (b) agree that no course of dealing or delay or omission or forbearance on the part of the Lender in exercising or enforcing any of its rights or remedies hereunder or under any instrument securing this Note shall impair or be prejudicial to any of the Lender's rights and remedies hereunder or to the enforcement hereof manner of payment and performance of this Note and any instrument securing release or wholly, any person or party primarily or secondarily hereunder; and (c) except as otherwise set forth in the instruments of security for this Note, waive notice of acceptance of this Note, notice of the occurrence of any default hereunder or under any instrument securing this Note and prepayment,
Signed for Identification
By: /s/ G. Kristin Delano
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The Secretary of Borrower
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