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CONSOLIDATED RENEWAL PROMISSORY NOTE

Promissory Note

CONSOLIDATED RENEWAL PROMISSORY NOTE | Document Parties: British Bankers' Association | POST, BUCKLEY, SCHUH & JERNIGAN, INC | SUNTRUST BANK You are currently viewing:
This Promissory Note involves

British Bankers' Association | POST, BUCKLEY, SCHUH & JERNIGAN, INC | SUNTRUST BANK

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Title: CONSOLIDATED RENEWAL PROMISSORY NOTE
Governing Law: Florida     Date: 12/19/2008

CONSOLIDATED RENEWAL PROMISSORY NOTE, Parties: british bankers' association , post  buckley  schuh & jernigan  inc , suntrust bank
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Exhibit 10.4

CONSOLIDATED RENEWAL

PROMISSORY NOTE

(“Promissory Note” or “Note”)

 

 

 

 

 

 

 

 

$13,600,000.00

 

 

 

 

 

HILLSBOROUGH,

 

 

 

 

 

 

FLORIDA

 

 

 

 

 

 

OCTOBER      , 2008

FOR VALUE RECEIVED, the undersigned, POST, BUCKLEY, SCHUH & JERNIGAN, INC., a Florida corporation, (“Maker” or “Borrower”), promises to pay to the order of SUNTRUST BANK , a State Bank organized under the laws of Georgia, (“Lender”), the principal sum of THIRTEEN MILLION SIX HUNDRED THOUSAND DOLLARS ($13,600,000.00), together with interest thereon from date until paid according to the terms of this Note. Interest shall accrue at a variable rate equal to the LIBOR (London Interbank Offered Rate) plus TWO HUNDRED TWENTY SEVEN (227) basis points (“LIBOR RATE”) which shall be quoted for a ONE MONTH period and adjusted on the first day of each calendar month thereafter (“Interest Rate Determination Date”) based upon the LIBOR RATE quoted two business days prior to the 1 st day of each calendar month. The LIBOR RATE shall remain fixed during each month based upon the interest rate established on the applicable Interest Rate Determination Date. LIBOR shall mean that rate per annum effective on any Interest Rate Determination Date which is equal to the quotient of: i) the rate per annum equal to the offered rate for deposits in U.S. dollars for a one (1) month period, which rate appears on that page of Bloomberg reporting service, or such similar service as determined by the Lender, that displays British Bankers’ Association interest settlement rates for deposits in U.S. Dollars, as of 11:00 a.m. (London, England time) two (2) Business Days prior to the Interest Rate Determination Date; provided, that if no such offered rate appears on such page, the rate used for such Interest Period will be the per annum rate of interest determined by the Lender to be the rate at which U.S. dollar deposits for the Interest Period, are offered to the Lender in the London Inter-Bank Market as of 11: 00 a.m. (London, England time), on the day which is two (2) Business Days prior to the Interest Rate Determination Date, divided by, (ii) a percentage equal to 1.00 minus the maximum reserve percentages (including any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upward to the next 1/100th of 1%) in effect on any day to which the Lender is subject with respect to any LIBOR loan pursuant to regulations issued by the Board of Governors of the Federal Reserve System with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities” under Regulation D). This percentage will be adjusted automatically on and as of the effective date of any change in any reserve percentage. Interest herein will be computed on the basis of a 360 day year and shall be calculated for the actual number of days elapsed.

 

1


Principal and Interest shall be payable in lawful money of the United States, at 777 Brickell Avenue, Miami, Florida 33131, or at such other place as the holder hereof may designate in writing as follows:

Commencing the 1 st day of December, 2008 and the 1 st day of each month thereafter, until November 1, 2015 (“Maturity Date”), equal monthly principal payments in the amount of $56,666.67 together with accrued interest based upon the unpaid and outstanding principal balance.

On November 1, 2015, the Maturity Date, this Promissory Note shall mature and the entire unpaid principal balance together with accrued interest shall be due and payable in full.

The Maker and any endorsers, sureties, guarantors and all others who are, or may become liable for the payment hereof severally:

a) waive presentment for payment, demand, notice of demand, notice of non payment, or dishonor, protest and notice of protest of this Promissory Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Promissory Note.

b) waive all applicable exemption rights, whether under the State Constitution, Homestead Laws or otherwise, and also waive valuation and appraisement.

c) consent to all extensions of time, renewals, postponements of time of payment of this Promissory Note or other modifications hereof, from time to time or after the maturity date hereof, whether by acceleration or in due course, without notice, consent or consideration to any of the foregoing,

d) agree to any substitution, exchange, addition or release of any of the indebtedness evidenced by this Promissory Note, or the addition or release of any party or person primarily or secondarily liable hereon.

e) agree that the holder shall not be required first to institute any suit, or to exhaust its remedies against the undersigned maker or any other person or party liable hereunder or against the security in order to enforce the payment of this Note.

f) agree that notwithstanding the occurrence of any of the foregoing (except by the express written release by the holder or any such person), the undersigned shall be and remain jointly and severally directly and primarily liable for all sums due under this Promissory Note.

In addition to the payments of principal and interest required to be paid under the terms of this Promissory Note, if there shall be a default under the terms of this Promissory Note, the holder shall be entitled to recover from the Maker all of the holder’s costs of collection, including the holder’s reasonable attorney’s fees, whether for services incurred in collection, litigation, bankruptcy proceedings, appeals or otherwise, and all other costs incurred in connection therewith.

 

2


All payments required to be paid under the terms of this Promissory Note shall first be applied to costs that may be due from the maker to the holder, as aforesaid, and then shall be applied to interest due and owing and the remainder shall be applied to principal due and owing under the terms hereof.

This Promissory Note is secured by a Mortgage, Security Agreement and Assignment of Leases Rents and Profits (“Mortgage”) dated March 19, 2001, recorded March 21, 2001, in Official Records Book 6218 at Page 4333 of the Public Records of Orange County, Florida, and all future amendments and modifications thereto, including that certain Future Advance, Note and Mortgage Modification Agreement of even date herewith. This Promissory Note is also secured by and subject to all of the terms and conditions of other instruments executed and delivered by the Maker to the Lender with the Mortgage as well as those of even date herewith (all of such instruments shall be collectively referred to as the “Related Security Documents”) as security for and securing the indebtedness evidenced by this Promissory Note. T


 
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