EXHIBIT 10.45
NON-NEGOTIABLE PROMISSORY
NOTE
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US $
2,000,000
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As of September 2,
2008
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FOR VALUE RECEIVED, the undersigned,
PBSJ Corporation, a Florida corporation (“ Maker
”), hereby promises to pay to Todd J. Kenner (“
Payee ”), at such place as Payee shall designate in
writing, in lawful money of the United States of America, the
principal sum of Two Million and No/100 Dollars (US $ 2,000,000.00)
together with interest thereon, or on so much thereof as is from
time to time outstanding, at the rates hereinafter set forth below,
the principal sum and interest being payable as set forth
below.
Section I. Rate of
Interest
From and after the
date hereof through December 30, 2008, interest shall accrue
on the outstanding principal balance hereof at 6% per annum
which is the Prime Rate plus 1% (the “ Applicable Rate
”) as of the date hereof. On each December 31
st
following the date
hereof, the interest rate hereunder shall be reset to the
Applicable Rate as of the date thereof, such that from such
December 31 st through the next succeeding
December 30 th , interest shall accrue on the
outstanding principal balance hereof at such Applicable
Rate.
Section II. Payment of Principal
and Interest
Subject to Sections III, IV and
V , Maker shall make quarterly payments of principal and
interest to Payee in equal installments, in accordance with the
schedule attached as Exhibit “A” hereto. The first
quarterly payment shall be due and payable on October 1, 2008
and quarterly thereafter until paid in full unless subject to a
claim of set-off by Maker, through and including September 1,
2011. Unless sooner paid or set-off, all sums due hereunder shall
be paid on or before thirty-six (36) months after the date
hereof.
Section III.
Prepayments
Maker shall have the right to prepay
the indebtedness evidenced by this Note, in full or in part, at any
time, without penalty, fee or charge.
Section IV. Events of
Default
The occurrence of any of the
following events or conditions shall constitute an “ Event
of Default ” hereunder:
(a) Except as set forth in
Section V , Maker shall fail to make any payment of
principal or interest under this Note when due, and such failure
shall have continued for 30 days after written notice from Payee to
Maker;
(b) Maker shall: (i) file a
voluntary petition or assignment in bankruptcy or a voluntary
petition or assignment or answer seeking liquidation,
reorganization, arrangement, readjustment of Maker’s debts,
or any other relief under 11 U.S.C. §§ 101 et. seq. as
the same may be amended (the “ Bankruptcy Code
”), or under any other act or law pertaining to insolvency or
debtor relief, whether state, federal, or foreign, now or hereafter
existing; (ii) enter into any agreement indicating consent to,
approval of, or acquiescence in, any such petition or proceeding;
(iii) apply for or permit the appointment, by consent or
acquiescence, of a receiver, custodian or trustee of all or a
substantial part of Maker’s property; (iv) make an
assignment for the benefit of creditors; (v) be
unabl
