Exhibit 10.14
PROMISSORY NOTE
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Principal
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Loan
Date
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Maturity
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Loan
No
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Call/Coll
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Account
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Officer
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Initials
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$1,500,000.00
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03-31-2010
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1525548
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4A/03
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***
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References in
the boxes above are for Lender’s use only and do not limit
the applicability of this document to any particular loan or
item. Any item above containing “***” has
been omitted due to text length limitations.
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Borrower:
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MEDPRO SAFETY
PRODUCTS, INC.
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Lender:
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TRADITIONAL
BANK, INC.
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817 WINCHESTER
ROAD STE 200
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PALOMAR BANKING
CENTER
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LEXINGTON, KY
40505
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3720 Palomar
Centre Drive
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Lexington, KY
40513
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Principal
Amount:
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$1,500,000.00
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Date of
Note: March 31, 2009
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PROMISE TO
PAY. MEDPRO
SAFETY PRODUCTS, INC. (“Borrower”) promises to pay to
TRADITIONAL BANK, INC. (“Lender”), or order, in lawful
money of the United States of America, the principal amount of One
Million Five Hundred Thousand & 00/100 Dollars ($1,500,000.00),
together, with interest on the unpaid prinicipal balance from March
31, 2009, calculated as described in the “INTEREST
CALCULATION METHOD” paragraph using an interest rate of
3.650% per annum based on a year of 360 days, until paid in
full. The interest rate may change under the terms and
conditions of the “INTEREST AFTER DEFAULT”
section.
PAYMENT. Borrower will pay this loan in one prinicipal
payment of $1,500,000.00 plus interest on March 31,
2010. This payment due on March 31, 2010, will be for
all principal and all accrued interest not yet paid. In
addition, Borrower will pay regular monthly payments of all accrued
unpaid interest due as of each payment date, beginning April 30,
2009, with all subsequent interest payments to be due on the last
day of each month after that. Unless otherwise agreed or
required by applicable law, payments will be applied first to any
accrued unpaid interest; then to principal; then to any late
charges; and then to any unpaid collection
costs. Borrower will pay Lender at Lender’s
address shown above or at such other place as Lender may designate
in writing.
INTEREST
CALCULATION METHOD. Interest on this Note is computed on a 365/36-0
basis; that is, by applying the ratio of the interest rate over a
year of 360 days, multiplied by the outstanding principal balance,
multiplied by the actual number of days the principal balance is
outstanding. All interest payable under this Note is
computed using this method. This calculation method
results in a higher effective interest rate than the numeric
interest rate stated in this Note.
PREPAYMENT
PENALTY. Borrower agrees that all loan fees
and other prepaid finance charges are earned fully as of the date
of the loan and will not be subject to refund upon early payment
(whether voluntary or as a result of default), except as otherwise
required by law. Upon prepayment of this Note, Lender is
entitled to the following prepayment penalty. This loan
contains no prepayment provisions. Except for the
foregoing. Borrower may pay all or a portion of the
amount owed earlier than it is due. Early payments will
not, unless agreed to by Lender in writing, relieve Borrower of
Borrower’s obligation to continue to make payments under the
payment schedule. Rather, early payments will reduce the
principal balance due. Borrower agrees not to send
Lender payments marked “paid in full”, “without
recourse”, or similar language. If Borrower sends
such a payment, Lender may accept it without losing any of
Lender’s rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any
check or other payment instrument that indicates that the payment
constitutes “payment in full” of the amount owed or
that is tendered with other conditions or limitations or as full
satisfaction of a disputed amount must be mailed or delivered to
TRADITIONAL BANK, INC.: PALOMAR BANKING CENTER: 3720
Palomar Centre Drive; Lexington, KY 40513.
LATE
CHARGE. If a payment is
15 days or more late, Borrower will be charged