SECURED REVOLVING PROMISSORY
NOTE
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$500,000.00
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Salt Lake City, Utah
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FOR VALUE RECEIVED , the undersigned, Midas Medici Group Holdings,
Inc., a Delaware corporation (“Midas Medici”), and
Utilipoint International, Inc., a New Mexico corporation
(“Utilipoint”) (collectively, the
“Obligor”), hereby promise to pay to the order
of Proficio Bank, a Utah corporation (the
“Holder”), the principal amount of FIVE HUNDRED
THOUSAND DOLLARS AND NO/100 ($500,000.00) or so much thereof as may
be advanced and outstanding under the Loan Agreement (as defined
below). Capitalized terms used herein but not defined
herein shall have the meaning given to such term in the Loan
Agreement.
The above-stated principal amount will bear
interest at the Applicable Interest Rate (as such term is defined
in the Loan Agreement) (or, if less, the maximum rate permitted by
applicable law) from and after the date of this Secured Revolving
Promissory Note (this “Note”) until full payment of the
principal and all accrued interest hereunder. Interest
on the principal amount will be calculated at the rate set forth
above on the basis of a 360-day year and the actual number of days
elapsed.
Accrued interest shall be payable monthly in
arrears on the first day of each month for the immediately
preceding month commencing on the first day of November,
2009. The principal amount outstanding under this Note,
together with any accrued but unpaid interest on the unpaid
principal amount, will be due and payable in full on the 14th day
of October, 2010 (the “Maturity Date”). The
Obligor may prepay this Note at any time, in whole or in part,
without premium or penalty.
This Note is being executed pursuant to the
Revolving Loan Agreement by and between and among the Obligor and
Holder dated as of the date hereof (the “Loan
Agreement”) and is secured by (i) Security Agreement, dated
as of the date hereof, by and between and among Obligor and Holder
(the “Pledge Agreement”), and (ii) any other security
agreement, pledge, assignment, stock power, mortgage, deed of
trust, security deed and/or other instrument covering personal or
real property which secures an obligation so defined as to include
this Note.
An “Event of Default” shall be
deemed to have occurred under this Note if (a) Obligor shall suffer
an Event of Default (as such term is defined in the Loan Agreement)
or (b) Obligor makes an assignment for the benefit of creditors, or
files a voluntary petition in bankruptcy, receivership or
insolvency, or files an answer in any involuntary proceeding of
that nature admitting the material allegations of the petition, or
if a proceeding or bankruptcy, receivership or insolvency, is
instituted against Obligor and is not dismissed within sixty (60)
days, or if a trustee or receiver is appointed for Obligor is not
dismissed or discharged within sixty (60) days. Upon any
Event of Default, all amounts advanced hereunder, together with all
accrued but unpaid interest thereon, shall, at the option of
Holder, without further notice, become due and payable and may be
collected immediately, regardless of the stipulated Maturity
Date. Upon any Event of Default, in addition to interest
as provided above, Obligor shall pay interest at the Default Rate
(as such term is defined in the Loan Agreement).
The provisions of this Note are binding on the
successors and assigns of the Obligor and shall inure to the
benefit of the Holder’s successors and assigns.
Obligor hereby (a) waives grace,
presentment and demand for payment, protest and notice of protest,
and non-payment, all other notices, including notice of intent to
accelerate the Maturity Date and notice of acceleration of the
Maturity Date, filing of suit and diligence in collecting this
Note, (b) ag
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