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SECURED REVOLVING PROMISSORY NOTE

Promissory Note

SECURED REVOLVING PROMISSORY NOTE | Document Parties: Midas Medici Group Holdings, Inc | Proficio Bank | Utilipoint International, Inc You are currently viewing:
This Promissory Note involves

Midas Medici Group Holdings, Inc | Proficio Bank | Utilipoint International, Inc

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Title: SECURED REVOLVING PROMISSORY NOTE
Date: 10/20/2009
Law Firm: Holme Roberts    

SECURED REVOLVING PROMISSORY NOTE, Parties: midas medici group holdings  inc , proficio bank , utilipoint international  inc
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Exhibit 10.2

 

SECURED REVOLVING PROMISSORY NOTE

 

 

$500,000.00 

Salt Lake City, Utah

 

 October 14, 2009

 

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).

 

 

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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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