EXHIBIT 10.1
RENEWAL PROMISSORY NOTE(Revolving Line Of Credit)
$225,000.00
Effective July 22, 2003
Naples, Florida
FOR VALUE
RECEIVED, ROBOTIC WORKSPACE TECHNOLOGIES, INC., a Maryland
corporation, authorized and registered as a
foreign corporation to
do business
in the State of Florida, (sometimes
hereinafter referred to as the "undersigned"
or the "Borrower"), promises to pay to the
order of FIFTH THIRD BANK, FLORIDA or
any subsequent holder of this Note ("Lender") at
its principal offices
located
at 999 Vanderbilt Beach Road, Naples, Florida 34108 (or at such other
place or
places as Lender may designate) the principal sum of Two Hundred Twenty Five
Thousand and No/100 Dollars ($225,000.00)
or so much thereof as may be from time
to time outstanding, plus interest thereon at the Interest
Rate hereinafter
defined, all in accordance with the terms and conditions of this Renewal
Promissory Note (this "Note"). This Note is secured by a Security
Agreement of
even date (the "Agreement"), and UCC Financing Statements (the "Financing
Statements") and other agreements by and
between Borrower and Lender. This Note,
Security Agreement, Financing Statements and such other agreements are
hereinafter referred to collectively as the "Loan Documents" and the loan
evidenced thereby is, hereinafter referred to as the "Loan" Terms
used herein
but not otherwise defined hereunder are defined as set forth in the Loan
Documents. All of the terms, definitions, conditions and covenants of the
Loan
Documents are expressly made a part of this
Note by reference in the same manner
and with the same effect as if set forth
herein at length, and any holder of
this Note is entitled to the benefits of and remedies provided in the Loan
Documents. Subject to the terms and conditions of this Note and the Loan
Documents, Lender shall advance funds to Borrower, such that Borrower may
borrow, partially or wholly repay, and
reborrow, on a
revolving basis, up to a
maximum principal sum equal to the face amount of this Note at any one time
outstanding, subject to the limitations set
forth in Section 4 below.
1. Prime
Rate. For purposes
hereof, "Prime Rate" means the
fluctuating
rate of interest per annum established by Lender as its prime
lending rate in
effect from time to time whether or not
such rate shall be otherwise published.
Such Prime Rate is established by Lender as
an index or base rate and may or may
not at any time be the best or lowest rate
of interest offered by Lender.
2.
Interest Rate. The outstanding Loan principal balance shall bear
interest at a variable Interest Rate per annum equal to
the Prime Rate plus two
percent (Prime Rate plus 2%). The
Interest Rate hereunder shall be adjusted
daily in accordance with fluctuations in the Prime Rate. Interest shall be
computed on the basis of a daily amount of interest accruing on the daily
outstanding principal balance during a three hundred sixty (360) day year
multiplied by the actual number of days the
principal is outstanding during such
applicable interest period.
3. Terms
of Repayment. All
accrued but unpaid
interest shall be due
and
payable monthly, in arrears, with the first such payment due
and payable August
22, 2003 and subsequent payments due and payable on the same day of
each and
every month thereafter during the term of this Note.
All accrued but unpaid
interest and the entire outstanding principal balance shall be due and
payable
in full on the Maturity Date as defined in
Paragraph 5 below.
1
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This Renewal Promissory Note renews that
certain Renewal
Promissory Note dated
July 22, 2002 and executed by Borrower In favor of Lender in the original
principal amount of $225,000 (the "Original
Note."). Documentary Stamp Taxes
were paid on the Original Note.
This Renewal Note does
not extend or renew more
than the original face amount of the
Original Note Pursuant to Florida Statutes
Chapters 199 and 201, no additional stamp
taxes are due hereon.
All payments of
principal and interest shall be made in
lawful currency of the
United States of
America which shall be legal tender in
payment of all debts, public and private,
at the time of payment.
4.
Limitations
on Advances. Notwithstanding anything herein to the
contrary, advances under this Note shall be limited so that the outstanding
principal balance at any one time shall not
exceed $225,000.00.
If, at any time
during the term of this Note, the outstanding principal balance exceeds the
limits set forth above, Borrower shall immediately pay to Lender the
amount of
such excess. Subject to the above, so long
as Borrower and any Guarantor are not
in default under any of the terms of this
Note or other Loan
Documents,
and
Borrower and any Guarantor are not in default under any other agreements or
loans with Lender, Borrower may draw on this Note
from time to time in amounts
requested by Borrower so long as the
maximum outstanding principal amount of the
Loan at any one time shall not exceed
$225,000.00.
5.
Advances Discretionary. Notwithstanding anything herein to the
contrary, all advances under this Note shall be at
Lender's discretion and
subject to Borrower's financial condition
remaining acceptable to Lender.
6.
Prepayment.
This Note may be
prepaid in whole or in
part at any time
without fee, premium or penalty. Any partial prepayment shall be applied in
accordance with paragraph 12 below and shall not postpone
the due date of any
subsequent periodic installments or the Maturity Date,
or change the amount of
such installments due, unless Lender shall
otherwise agree in writing.
7. Late
Charges. If Borrower
fails to pay the installments of interest on
any due date provided for herein or within ten (10) days thereafter, then
Borrower further promises to pay a late
payment charge equal to five percent
(5%) of the amount of the unpaid installment as liquidated compensation to
Lender for the extra expense to Lender to process and administer the late
payment, Borrower agreeing, by execution hereof, that any other measure of
compensation for a late payment is speculative
and impossible to compute. This
provision for late charges shall not be
