Revolving Line Of Credit Loan Agreement

REVOLVING LINE OF CREDIT NOTE


$25,000,000.00 , Georgia
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, 1998
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FOR VALUE RECEIVED, the undersigned, ABR INFORMATION SERVICES, INC., a Florida corporation (the "Borrower"), promises to pay to the order of BARNETT BANK, N.A., a national banking association (the "Lender"), the principal sum of TWENTY-FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00), together with interest on the principal balance remaining unpaid from time to time at the rates set forth below.


Revolving Line-of-Credit. This Note evidences a revolving line-of-credit extended by the Lender to the Borrower on the date hereof (the "Loan"). Proceeds of this Note may be disbursed by the Lender to the Borrower and shall be repaid by the Borrower to the Lender in the manner set forth below in this Note and in accordance with a Loan Agreement being executed by the Lender, the Borrower and the guarantors as described therein on or about the date hereof (the "Loan Agreement"). Proceeds that are disbursed and repaid from time to time shall be thereafter available for redisbursement under this Note as provided in the Loan Agreement. Provided however, the principal amount outstanding under this Note shall not at any time exceed the principal sum shown above, nor the maximum amount permitted under the terms of the Loan Agreement.


Term. The term of this Note is from the date of this Note through and including June, 1, 2001 (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 strictly as provided in the Loan Agreement.


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.


Interest Limitation. Notwithstanding any other provision of this Note or of any instrument securing 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


Signed for Identification


By:
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The Authorized Agent of Borrower


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other payments in the nature of or which would be considered as interest or other charge for the use or loan of money operate 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 shall constitute and be treated as a payment on the principal hereof and 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 and interest shall be due and payable and shall be paid at Post Office Box 12288, St. Petersburg, Florida 33733-2288, ATTN.: Commercial Loan Department, or at such other place as the Lender may designate from time to time as follows:


(i) Monthly Payments. Accrued interest shall be due and payable and shall be paid monthly, commencing on the date that is exactly one (1) month following the date of this Note, and on the same day of each succeeding monthly period thereafter through and including the same day of the month next preceding the Maturity Date.


(ii) Principal Reductions. Principal payments shall be made from time to time as provided in the Loan Agreement being executed on or about the date hereof.


(iii) 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.


Late Charge. Any installment not received within ten (10) days when due shall 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 installment. 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 prepayments. The Lender may require that any partial prepayments be made on the date payments are due. 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 prepayments.


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


Signed for Identification


By:
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The Authorized Agent of Borrower


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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 and that the Lender may extend or postpone the time and manner of payment and performance of this Note and any instrument securing this Note, may grant forbearances and may release, wholly or partially, any security held by the Lender as security for this Note and release, partially or wholly, any person or party primarily or secondarily liable with respect to this Note, all without notice to or consent by any party primarily or secondarily liable hereunder and without thereby releasing, discharging or diminishing its rights and remedies against any other party primarily or secondarily liable hereunder; and (c) except as otherwise set forth in this Note and 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 presentment, demand, protest, notice of dishonor and notice of protest and notices of any and all action at any time taken or omitted by the Lender in connection with this Note or any instrument securing this Note and waives all requirements necessary to hold that party to the liability of that party.


Cross Default. A default under this Note shall be and constitute a default under any and all other notes or other evidence of indebtedness and any instruments of security therefor in which an Obligor is liable and of which the Lender is the holder (collectively the "Other Notes"). A default under any other notes or other evidence of indebtedness or any instrument of security therefor in which an Obligor is liable and the Lender is the holder, including, without limitation, under the Other Notes, shall constitute a default under this Note and any instruments of security therefor.


Events of Default. The happening of any of the following events shall constitute a default hereunder: (a) failure of any Obligor to pay any principal, interest or any other sums required hereunder when due under this Note; or (b) a default shall occur in any instrument securing this Note or in any other instrument executed in connection with the Loan evidenced hereby, which is not cured within the applicable curative period set forth in such instruments; or (c) a default shall occur under the Other Notes.


Acceleration. If a default shall occur hereunder which is not cured within thirty (30) days, then at the option of the Lender, the entire principal sum then remaining unpaid and accrued interest shall immediately become due and payable without notice or demand, and said principal shall bear interest from such date at the highest legal rate permitted by law, from time to time, to be charged by Lender; it being agreed that interest not paid when due shall, at the option of the


Signed for Identification


By:
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The Authorized Agent of Borrower


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Lender, draw interest at the rate provided for in this paragraph. Failure to exercise the above options shall not constitute a waiver of the right to exercise the same in the event of any subsequent default.


Attorneys' Fees. All parties liable for the payment of this Note agree to pay the Lender reasonable attorneys' fees and costs, whether or not an action be brought, for the services of counsel employed after maturity or default to collect this Note or any principal or interest due hereunder, or to protect the security, if any, or enforce the performance of any other agreement contained in this Note or in any instrument of security executed in connection with the Loan, including costs and attorneys' fees on any appeal, or in any proceedings under the National Bankruptcy Code or in any post judgment proceedings. Notwithstanding anything contained in this Note, the instruments of security, or any other documents executed in connection therewith to the contrary, the Borrower hereby expressly waives its statutory right under Section 57.105(2) of the Florida Statutes to receive attorneys' fees in any cause of action or other litigation based in whole or in part, directly or indirectly, upon the foregoing documents. Such waiver by the Borrower constitutes a material inducement for the Lender to make the Loan to the Borrower.


Set Off. The Obligors shall have no right of set off against the Lender under this Note or under any instruments securing this Note or executed in connection with the Loan evidenced hereby. The Lender, however, shall have the right, immediately and without further action by it, to set off against this Note all money owed by the Lender in any capacity to each or any Obligor, whether or not due.


Borrower. The Borrower warrants and represents to Lender that it is a corporation duly formed, presently existing and in good standing under the laws of the State of Florida.


Waiver of Jury Trial. Borrower hereby voluntarily and irrevocably waives the right to a trial by jury in connection with any litigation, action or cause of action arising out of or by virtue of: (i) this instrument; or (ii) any other agreement or document executed or contemplated to be in connection with the Loan evidenced or secured hereby, or incident hereto; or (iii) any course of conduct, course of dealing, representation, statement or other action of any party in connection with the Loan. The parties to the Loan have discussed this waiver, have agreed that it is an essential and material part of their agreement concerning the Loan, and that no officer or representative of Lender has the authority to modify, orally or in writing, the terms of this paragraph. This agreement shall be binding on the Borrower, and, if applicable, on all Obligors as defined herein, and constitutes a material inducement for Lender entering into the Loan transaction.


Florida Law. This Note is executed under seal and constitutes a contract under the laws of the State of Florida, and shall be enforceable in a Court of competent jurisdiction in that State, regardless of in which jurisdiction this Note is being executed.


Signed for Identification


By:
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The Authorized Agent of Borrower


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Headings. The headings of the paragraphs contained in this Note are for convenience of reference only and do not form a part hereof and in no way modify, interpret or construe the meaning of the parties hereto.


Documentary Stamps. This instrument was made, executed and delivered outside the State of Florida, and no Florida Documentary Stamps tax is due hereon in accordance with F.A.C. 12B-4.053(35).


Identification. This Note consists of six (6) pages, all but the last of which have been signed only for identification by Robert A. Smolinski, the Authorized Agent of the Borrower, on behalf of the Borrower.


[Remainder of page intentionally left blank]


Signed for Identification


By:
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The Authorized Agent of Borrower


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THE UNDERSIGNED ACKNOWLEDGES THAT THE LOAN EVIDENCED HEREBY IS FOR COMMERCIAL PURPOSES ONLY AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES.


Signed, sealed and delivered ABR INFORMATION SERVICES, INC., in the presence of: a Florida corporation


By: - ------------------------------ ------------------------------ SIGNATURE Its Authorized Agent


- ------------------------------ NAME LEGIBLY PRINTED, (CORPORATE SEAL) TYPEWRITTEN OR STAMPED


- ------------------------------ SIGNATURE


- ------------------------------ NAME LEGIBLY PRINTED, TYPEWRITTEN OR STAMPED


As to Borrower


STATE OF GEORGIA ) COUNTY OF )
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The foregoing instrument was acknowledged before me this _____ day of __________, 1998, by ROBERT A. SMOLINSKI, the Authorized Agent of ABR INFORMATION SERVICES, INC., a Florida corporation, on behalf of the corporation.


PERSONALLY KNOWN ________ OR PRODUCED IDENTIFICATION TYPE OF IDENTIFICATION PROVIDED ____________________


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SIGNATURE


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NAME LEGIBLY PRINTED,
TYPEWRITTEN OR STAMPED


(SEAL)
NOTARY PUBLIC My Commission Expires:


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LOAN AGREEMENT


THIS LOAN AGREEMENT (the "Agreement") is entered into as of the _________ day of __________________, 1998, by and between BARNETT BANK, N.A., a national banking association (the "Lender"), ABR INFORMATION SERVICES, INC., a Florida corporation (the "Borrower"), and ABR BENEFITS SERVICES, INC., a Florida corporation and ABR PROPERTIES, INC., a Florida corporation (collectively the "Guarantors") (the Borrower and the Guarantors will be sometimes collectively referred to below as the "Borrower Group"), and is made in reference to the following facts:


(A) On or about the date hereof, the Lender has made a revolving line of credit loan to the Borrower in the original principal amount of TWENTY FIVE MILLION AND NO/100 DOLLARS ($25,000,000.00) (the "Loan"). The Loan is evidenced and secured, among other things, by the following:


(i) Revolving Line of Credit Note executed by the Borrower in favor of the Lender in the original principal amount of the Loan (the "Note");


(ii) Agreement Not to Encumber executed by the Borrower in favor of the Lender, and which will be recorded in the Public Records of Pinellas County, Florida (the "Agreement Not to Encumber");


(iii) Negative Pledge Agreement executed by Borrower Group in favor of Lender (the "Negative Pledge Agreement");


(iv) UCC-1 Financing Statement executed by Borrower Group, as debtors, and Lender, as secured party (the "UCC");


(v) A Guaranty Agreement executed by the Guarantors in favor of the Lender (the "Guaranty Agreement");


(vi) This Agreement being executed by the Lender and Borrower Group (the "Loan Agreement"); and


(vii) Numerous other documents and instruments executed by the Borrower, and, as applicable, Guarantors and/or Lender, in connection with the Loan (collectively the "Other Documents").


The Agreement Not to Encumber, Negative Pledge Agreement, UCC, Guaranty Agreement, Loan Agreement, and the Other Documents will be sometimes collectively referred to below as the "Instruments of Security". The Note and the Instruments of Security will be sometimes collectively referred to below as the "Loan Documents".


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(B) The Lender has required the execution and delivery of this Agreement by the Borrower Group as a condition to making the Loan to the Borrower, and the Borrower Group is agreeable to such.


NOW THEREFORE, for and in consideration of the mutual covenants and conditions contained herein and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties covenant and agree as follows:


ARTICLE I - INTRODUCTORY PROVISIONS


1.1 Recitals. The statements contained in the recitals of fact set forth above (the "Recitals") are true and correct, and the Recitals by this reference are made a part of this Agreement.


1.2 Exhibits. All exhibits attached to this Agreement are by this reference incorporated in and made a part hereof.


1.3 Abbreviations and Definitions. The following abbreviations and definitions will be used for purposes of this Agreement:


(a) The abbreviations for the parties set forth in the Preamble will be used for purposes of this Agreement.


(b) The abbreviations and definitions set forth in the Recitals will be used for purposes of this Agreement.


(c) "Advance" shall mean individually and collectively the proceeds of the Loan disbursed from time to time by the Lender pursuant to Section 2.1 hereof.


(d) "Agreement" shall mean the Loan Agreement between the parties set forth herein.


(e) "Applicable Interest Addition" shall mean for LIBOR Loans the following: The amount of the Applicable Interest Addition shall be based on the Borrower's Funded Debt to EBITDA Ratio (as defined below), and shall be calculated as follows:


Funded Debt to
EBITDA Ratio Applicable Interest Addition
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.50 1.00 1.75 + 150 Basis Points


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(f) "Authorized Officers" shall mean James E. MacDougald, James P. O'Drobinak, Robert A. Smolinski and Ross Wilt.


(g) "Banking Day" shall mean each day other than a Saturday, Sunday or any holiday on which commercial banks in Jacksonville, Florida are closed for business.


(h) "Base LIBOR Rate" shall mean with respect to any Interest Period for any LIBOR Loan, the offered rate for deposits in United States dollars in the London Interbank market for a one month period which appears on the Libor Rate Reference Page as of 11:00 a.m. (London time) on the day that is two London Banking Days preceding the first London Banking Day of the Interest Period. If at least two such offered rates appear on the Libor Rate Reference Page, the rate will be the arithmetic mean of such offered rates.


(i) "Base Rate" shall mean the interest rate announced or published from time to time by Barnett Banks, N.A., as its "Prime Lending Rate" (which interest rate is only a benchmark and is not necessarily the best or lowest rate of interest charged to borrowers of Barnett Banks, N.A.).


(j) "Base Rate Loan" shall mean any Loan made by Lender whose interest rate is based upon the Base Rate.


(k) "Cash Flow Coverage Ratio" shall mean the ratio of the Borrower's EBITDA less cash taxes, divided by interest expense plus any scheduled principal payments of long-term debt or capital leases, plus twenty percent (20%) of the total indebtedness of the Loan outstanding from time to time.


(l) "Default Rate" shall mean the highest rate of interest permitted to be charged by Lender from time to time by applicable law.


(m) "Dollars" or the symbol "$" shall mean lawful money of the United States of America.


(n) "EBITDA" shall mean the Borrower's consolidated income from continuing operations and interest income (excluding one-time, non-cash restructuring charges) plus consolidated depreciation and amortization. The Borrower's EBITDA for purposes of calculating the interest rate and each financial covenant contained in this Agreement shall be calculated for each fiscal quarter of Borrower, such that no later than forty-five (45) days following the end of every fiscal quarter of Borrower, Lender shall calculate the Borrower's EBITDA in accordance with GAAP. Lender's calculation of Borrower's EBITDA shall be presumed correct absent manifest error. The Lender shall include the EBITDA of any entity acquired by the Borrower, as if such entity had been owned by the Borrower for twelve (12) months prior to the acquisition date.


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(o) "Events of Default" shall mean the events of default specified in Article Ten of this Agreement, each of which shall be an "Event of Default".


(p) "Funded Debt to EBITDA Ratio" shall mean the ratio of the Borrower's Funded Debt to EBITDA, determined by Lender as follows:


(i) Upon receipt by Lender of the Borrower's quarterly financial statement as described in Subsection 3.1(b) below (a "Quarterly Financial"), Lender shall calculate the Borrower's Funded Debt to EBITDA Ratio. Such ratio shall be calculated by Lender in accordance with GAAP, and shall be presumed correct absent manifest error.


(ii) Upon Lender's determination of the Funded Debt to EBITDA Ratio as aforesaid, the Applicable Interest Addition shall be determined by Lender and shall apply for the fiscal quarterly period following the fiscal quarterly period described in the Second Quarterly Financial submitted by Borrower to Lender. For example, and without limitation, the Borrower shall provide to Lender a Quarterly Financial covering the period February 1, 1998 through April 30, 1998, which shall be provided to Lender no later than June 15, 1998. Based on the Lender's calculation of the Borrower's Funded Debt to EBITDA Ratio for such Quarterly Financial, the Applicable Interest Addition for the Loan shall be calculated as aforesaid and shall apply from the period of August 1, 1998 through October 31, 1998 (with similar calculations to apply in the future during the term of the Loan). Should Borrower fail to timely submit a Quarterly Financial to Lender, Lender shall be entitled to set the Applicable Interest Addition at one hundred fifty (150) basis points.


(iii) The initial Applicable Interest Addition which shall cover the period of time from the date hereof through and including August 1, 1998 shall be sixty-two and 50/100 (62.5) basis points.


(iv) Lastly, and notwithstanding anything set forth above to the contrary, the Lender hereby agrees that the Applicable Interest Addition shall be sixty-two and a half (62.5) basis points for each fiscal quarterly period, as determined by Lender, that the Borrower's cash and cash equivalents (net of customer deposits) plus total liquid investments at the fiscal quarter end, are in excess of the average outstanding principal balance of the Loan for that same fiscal quarterly period. Such determination shall be made by Lender based upon the Quarterly Financials that are provided by Borrower to Lender, shall be determined in accordance with GAAP, and shall be presumed correct absent manifest error.


(q) "Funded Debt to Tangible Net Worth" shall mean the ratio of Borrower's Funded Debt to its Tangible Net Worth, determined by Lender in accordance with GAAP annually, and Lender's calculation of Borrower's Funded Debt to Tangible Net Worth shall be presumed correct absent manifest error.


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(r) "Funded Debt" shall mean all indebtedness of Borrower for borrowed money, letters of credit and guarantees that may be outstanding from time to time (excluding non-recourse debts approved in writing by Lender).


(s) "GAAP" shall mean generally accepted accounting principles consistently applied to the particular item.


(t) "Interest Period" shall mean: (i) with respect to a Base Rate Loan, once the Base Rate is elected, until a new interest rate is determined by Lender; and (ii) with respect to a LIBOR Loan, a one-month period.


(u) "Interest Rate Determination Date" shall mean each date for calculating the LIBOR for purposes of determining the interest rate in respect of an Interest Period. The Interest Rate Determination Date shall be the date two (2) Banking Days prior to the first Banking Day of the related Interest Period for a LIBOR Loan.


(v) "LIBOR" shall mean for the Interest Period for any LIBOR Loan, the rate of interest determined pursuant to the following formula:


Base LIBOR Rate Applicable Interest
LIBOR = + Addition as set forth in
Section 1.3(e).


(w) "LIBOR Loan" shall mean any Loan made by the Lender and bearing interest at rates determined by reference to LIBOR.


(x) "Libor Rate Reference Page" shall mean either (i) the Reuters Screen LIBO Page, (ii) the Dow Jones Telerate Page 3750 or (iii) such other nationally recognized source, as either may from time to time by used by ...