AMENDED AND RESTATED REVOLVING
LINE OF CREDIT PROMISSORY NOTE
THIS NOTE
AMENDS AND RESTATES THAT CERTAIN REVOLVING LINE OF CREDIT
PROMISSORY NOTE DATED NOVEMBER 1, 2004, IN THE ORIGINAL PRINCIPAL
AMOUNT OF $5,000,000.00, GIVEN BY BORROWER IN FAVOR OF BANK (THE
“ORIGINAL NOTE”). THIS NOTE IS BEING EXECUTED BY MAKER
AND DELIVERED TO BANK IN SUBSTITUTION FOR THE ORIGINAL NOTE AND NOT
IN PAYMENT, SATISFACTION OR CANCELLATION OF THE OUTSTANDING
INDEBTEDNESS EVIDENCED BY THE ORIGINAL NOTE. NO ADDITIONAL
DOCUMENTARY STAMP TAXES OR NON-RECURRING INTANGIBLES TAXES ARE DUE
IN CONNECTION WITH THE EXECUTION OF THIS NOTE OR THE RECORDING OF
THE THIRD AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND
FIXTURE FILING OF EVEN DATE ON PROPERTY IN PASCO COUNTY, FLORIDA
WHICH SECURES THIS NOTE.
|
|
|
|
|
|
|
|
|
U.S. $5,000,000.00
|
|
Tampa, Florida
January 30, 2007
|
The undersigned
Borrower promises to pay to the order of SUNTRUST BANK , a
Georgia banking corporation (hereinafter called
“Bank” , which term shall include all subsequent
holders of this Note by assignment or otherwise), at its offices
located in Tampa, Florida, or order, the sum of FIVE MILLION AND
00/100 DOLLARS ( $5,000,000.00 ), or so much thereof as
may be advanced by Bank hereunder, together with interest as
required under this Note. Sums shall be advanced to Borrower by
Bank hereunder pursuant to the terms and conditions of that certain
Loan Agreement of even date herewith, by and between Bank and
Borrower. The outstanding principal amount due hereunder may
fluctuate up and down from time to time, but shall not exceed Five
Million and 00/100ths United States Dollars ($5,000,000.00) in the
aggregate principal amount outstanding at any one time.
The principal
outstanding under this Note shall bear interest at the Interest
Rate (as hereinafter defined), which Interest Rate shall be
adjusted on each Interest Rate Determination Date (as hereinafter
defined). The term “Interest Rate” means two
percent (2.00%) per annum above One Month LIBOR-Indexed Rate (as
hereinafter defined). The term “One Month LIBOR-Indexed
Rate” means that rate per annum which is the quotient
of:
(i) the
rate per annum equal to the offered rate for deposits in U.S.
dollars of amounts comparable to the principal amount of the Note
offered for a term comparable to the Interest Period, which rate
appears on that page of Bloomberg reporting service, or such
similar service as determined by the Bank, that displays British
Bankers’ Association interest settlement rates for deposits
in U.S. Dollars, as of 11:00 A.M. (London, England time) two
(2) Business Days prior to the first day of such Interest
Period; provided, that if no such offered rate appears on such
page, the rate used for such Interest Period will be the per annum
rate of interest determined by the Bank to be the rate at which
U.S. dollar deposits for the relevant Interest Period in an amount
comparable to the principal amount of the Note, are offered to the
Bank in the London Inter-Bank Market as of 11:00 A.M. (London,
England time), on the day which is two (2) Business Days prior
to the first day of such Interest Period, divided by
(ii) a
percentage equal to 1.00 minus the maximum reserve percentages
(including any emergency, supplemental, special or other marginal
reserves) expressed as a decimal (rounded upward to the next
1/100th of 1%) in effect on any day to which Bank is subject with
respect to any One Month LIBOR loan pursuant to regulations issued
by the Board of Governors of the Federal Reserve System with
respect to eurocurrency funding (currently referred to as
“eurocurrency liabilities” under Regulation D).
This percentage will be adjusted automatically on and as of the
effective date of any change in any reserve percentage.
Anything to the
contrary provided herein notwithstanding, upon any increase in the
reserve percentage by the Board of Governors of the Federal Reserve
System, Borrower shall have the right to request (which request
shall not be unreasonably denied by Bank) the use of the thirty
(30) day Secondary Certificate of Deposit Rate or some other
mutually agreed upon index instead of the One Month LIBOR-Indexed
Rate. The term “Secondary Certificate of Deposit Rate: shall
mean:
(i) the
Secondary Certificate of Deposit Rate per annum for 30-day period,
each as in effect on the date two (2) Business Days prior to
the beginning of each Interest Period, as published from time to
time in the Wall Street Journal or such substitute publication or
interest rate reporting service as may be designated in writing
from time to time by Bank to Borrower, in any such case rounded, if
necessary to the higher 1/16 of 1.0% if the rate is not such a
multiple.
If the Bank
determines in its sole discretion at any time (the
“Determination Date” ) that it can no longer
make, fund or maintain One Month LIBOR-Indexed Rate and/or
Secondary Certificate of Deposit Rate loans for any reason,
including without limitation illegality, or the One Month LIBOR
Indexed Rate and/or Secondary Certificate of Deposit Rate cannot be
ascertained or do not accurately reflect the Bank’s cost of
funds, or the Bank would be subject to Additional Costs that cannot
be recovered from Borrower, then the Bank will notify Borrower and
thereafter will have no obligation to make, fund or maintain One
Month LIBOR-Indexed Rate and/or Secondary Certificate of Deposit
Rate loans. Upon such Determination Date, this Note shall be
converted to a variable rate loan based upon the Prime Rate (as
hereinafter defined), with the interest rate adjusting
simultaneously with any fluctuation in said Prime Rate.
“Prime Rate” shall mean the publicly announced
prime lending rate of the Bank from time to time in effect, which
rate may not be the lowest or best lending rate made available by
the Bank.
The term
“Business Day” as hereinabove used shall mean a
day on which the foreign exchange markets in London, England are
open for business. The term “Interest Rate Determination
Date” as hereinabove used means January 30, 2007,
and the first (1st) Business Day of each calendar month thereafter.
The term “Interest Period” as hereinabove used
means the period commencing on each Interest Rate Determination
Date and ending the day before the next Interest Rate Determination
Date.
|