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PROMISSORY NOTE

Promissory Note

PROMISSORY NOTE | Document Parties: HALIFAX ALPHANATIONAL ACQUISITION, INC | HALIFAX CORPORATION | HALIFAX ENGINEERING, INC | MICROSERV LLC You are currently viewing:
This Promissory Note involves

HALIFAX ALPHANATIONAL ACQUISITION, INC | HALIFAX CORPORATION | HALIFAX ENGINEERING, INC | MICROSERV LLC

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Title: PROMISSORY NOTE
Governing Law: Maryland     Date: 2/8/2008
Industry: Computer Services     Sector: Technology

PROMISSORY NOTE, Parties: halifax alphanational acquisition  inc , halifax corporation , halifax engineering  inc , microserv llc
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EXHIBIT 10.3
-COPY-
Baltimore, Maryland
January 31, 2008
  $6,000,000
PROMISSORY NOTE
(Revolving Line of Credit)
IMPORTANT NOTICE
THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.
     FOR VALUE RECEIVED, the undersigned (collectively “Borrower”) promises to pay to the order of PROVIDENT BANK, a Maryland banking corporation (“Lender”), at the Lender’s offices at 114 East Lexington Street, Baltimore, Maryland 21202 or at such other place as the holder of this Promissory Note may from time to time designate, the principal sum of Six Million and NO/100 Dollars ($6,000,000), or so much as has been disbursed to the Borrower hereunder, together with interest thereon at the rate or rates hereafter specified and any and all other sums which may be owing to the Lender by the Borrower pursuant to this Promissory Note. At no time shall the principal amount outstanding under this Promissory Note and any other Promissory Note issued pursuant to the Agreement (as hereinafter defined) exceed Six Million Nine Hundred Thousand Dollars ($6,900,000). The following terms shall apply to this Promissory Note.
1.   INTEREST . The unpaid principal amount outstanding from time to time pursuant to this Promissory Note shall bear interest at one percent (1%) per annum above the rate of interest announced from time to time by the Lender as its prime commercial lending rate of interest, it being understood that such announced rate bears no inference, implication, representation, or warranty that such announced rate is charged to any particular customer or customers of the Lender. Interest on the principal amount outstanding shall be adjusted daily with the rate for each day being the rate in effect at the close of business on that day.
2.   CALCULATION OF INTEREST . Interest shall be calculated on the basis of a three hundred sixty (360) days per year factor applied to the actual days on which there exists an unpaid balance hereunder.
 
3.   REPAYMENT .
 
    (a) Principal : The principal balance of this Promissory Note and any accrued but unpaid interest shall be paid in full by the Borrower in immediately available funds on April 30, 2008.
 
    (b) Interest : Accrued interest shall be paid by the Borrower, in arrears, in immediately available funds on the first day of each successive month beginning on February 1, 2008.
 
    All amounts owed by the Borrower to the Lender shall be payable, when due, by preauthorized debit of Account #20-65310679 and Borrower agrees to maintain a balance in such account which is at least equal to the payment amount on each payment due date.
4.   LATE PAYMENT CHARGE . If any payment due hereunder (including any payment in whole or in part of principal) is not received by the holder within fifteen (15) calendar days after its due date, the Borrower shall pay a late payment charge equal to five percent (5%) of the amount then due.
5.   APPLICATION OF PAYMENTS . All payments made pursuant to this Promissory Note shall be applied first to late payment charges or other sums owed to the holder, next to accrued interest, and then to principal, or in such other order or proportion as the holder, in the holder’s sole and absolute discretion, may elect from time to time.
6.   PREPAYMENT . The Borrower may prepay this Promissory Note in whole or in part at any time or from time to time without premium or additional interest.
7.   DEFAULT . Upon a failure to pay any sum due pursuant to this Promissory Note or a default in the performance of any of the covenants, conditions or terms of the Fourth Amended and Restated Loan and Security Agreement, dated June 29, 2007, executed by Borrower and Lender, as the same may have been subsequently amended, restated, supplemented or modified from time to time, including the Second Amendment and Waiver dated the date hereof (the “Agreement”), or of any other agreement or document made by any Borrower for the benefit of the Lender or any holder (collectively with the Agreement, the “Loan Documents”), the holder of this Promissory Note, in the holder’s sole and absolute discretion and without notice or demand, may exercise any of the following rights, in addition to any rights or remedies under applicable law or any of the Loan Documents:

 


 
  (a)   Default Rate of Interest . The holder may raise the rate of interest accruing on the unpaid balance due under this Promissory Note by two (2) percentage points above the rate of interest otherwise applicable until such time as such default has been cured to the Lender’s entire satisfaction, independent of whether the holder of this Promissory Note elects to accelerate the unpaid principal balance as a result of such default.
 
  (b)   Acceleration . The holder may declare the entire unpaid principal balance plus accrued interest and all other sums due hereunder immediately due and payable. Reference is made to the Loan Documents for further and additional rights of the holder to declare the entire unpaid principal balance plus accrued interest and all other sums due hereunder immediately due and payable. The Borrower agrees that a default under this Promissory Note or a default by the Borrower under any of the Loan Documents is a default by the Borrower under all other liabilities and obligations of the Borrower to the holder, and that the holder shall have the right to declare immediately due and payable all of such other liabilities and obligations.
 
  (c)   Confession of Judgment . The Borrower authorizes any attorney admitted to practice before any court of record in the United States to appear on behalf of the Borrower in any court in one or more proceedings, or before any clerk thereof or prothonotary or other court official, and to confess judgment against the Borrower, without prior notice or opportunity of the Borrower for prior hearing, in favor of the holder of this Promissory Note in the full amount due on this Promissory Note (including principal, accrued interest and any and all penalties, fees and costs) plus court costs and reasonable legal fees. In addition to all other courts in which judgment may be confessed against the Borrower upon this Promissory Note, the Borrower agrees that venue and jurisdiction shall be proper in the Circuit Court of any County of the State of Maryland or of Baltimore City, Maryland, or in the United States District Court For The District Of Maryland. For the purpose of allowing the holder of this Promissory Note to file a confession of judgment in the Commonwealth of Virginia to recover any sums of money due hereunder, the Borrower hereby duly constitutes and appoints David Matuszewski its attorney in fact to confess judgment against the Borrower in the Cir

 
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