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EXHIBIT 4.5
THIS RENEWAL REVOLVING LINE OF CREDIT
PROMISSORY NOTE SUPERSEDES AND REPLACES IN ITS ENTIRETY THAT
CERTAIN RENEWAL REVOLVING CREDIT NOTE BETWEEN THE PARTIES DATED
APRIL 27, 2004 IN THE ORIGINAL STATED PRINCIPAL AMOUNT OF
$15,000,000.00.
FLORIDA DOCUMENTARY STAMP TAX IN THE
AMOUNT OF $2,450.00 HAS BEEN PAID DIRECTLY TO THE FLORIDA
DEPARTMENT OF REVENUE, CERTIFICATE OF REGISTRATION NO.
26-8000424554-2, IN CONNECTION WITH THE APRIL 27, 2004 RENEWAL
REVOLVING LINE OF CREDIT PROMISSORY NOTE FROM BORROWER PAYABLE TO
BANK IN THE STATED PRINCIPAL AMOUNT OF $15,000,000.00.
RENEWAL REVOLVING LINE OF
CREDIT
PROMISSORY
NOTE
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June 25, 2007 |
SUPERIOR UNIFORM GROUP,
INC.
10055 Seminole Boulevard
Seminole, Florida 33772-2539
(“Borrower”)
WACHOVIA BANK, NATIONAL
ASSOCIATION,
f/k/a FIRST UNION NATIONAL
BANK
225 Water Street
Jacksonville, Florida
32202
(“Bank”)
Borrower promises to pay to the order of
Bank, in lawful money of the United States of America, at its
office indicated above or wherever else Bank may specify, the sum
of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) or
such sum as may be advanced and outstanding from time to time, with
interest on the unpaid principal balance at the rate and on the
terms provided in this Promissory Note (including all renewals,
extensions or modifications hereof, this
“Note”).
LINE OF CREDIT. Borrower may
borrow, repay and re-borrow, and, upon the request of Borrower,
Bank shall advance and re-advance under this Note from time to time
until the maturity hereof (each an “Advance” and
together the “Advances”), so long as the total
principal balance outstanding under this Note at any one time does
not exceed the principal amount stated on the face of this Note,
subject to the limitations described in any loan agreement to which
this Note is subject. Bank’s obligation to make Advances
under this Note shall terminate if a Default (as defined in the
other Loan Documents) under any Loan
Document occurs. As of the date of each
proposed Advance, Borrower shall be deemed to represent that each
representation made in the Loan Documents is true as of such
date.
If Borrower subscribes to Bank’s
cash management services and if such services are applicable to
this line of credit, the terms of such service shall control the
manner in which funds are transferred between the applicable demand
deposit account and the line of credit for credit or debit to the
line of credit.
USE OF PROCEEDS. Borrower shall
use the proceeds of the loan evidenced by this Note for the
commercial purposes of Borrower.
SECURITY. This Note is
extended on an unsecured basis, provided however, that Borrower
shall at all times be in compliance with Section 8.2 of the
Amended and Restated Loan Agreement between Borrower and Bank dated
April 27, 2004, as amended.
INTEREST RATE. Interest shall
accrue on the unpaid principal balance of this Note during each
Interest Period from the date hereof at the LIBOR Market Index Rate
plus 0.60%, as that rate may change from day to day in accordance
with changes in the LIBOR Market Index Rate (“Interest
Rate”). “LIBOR Market Index Rate” means the rate
for 1 month U.S. dollar deposits as reported on Telerate page 3750
as of 11:00 a.m., London time, on such day, or if such day is not a
London business day, then the immediately preceding London business
day (or if not so reported, then as determined by the Bank from
another recognized source or interbank quotation).
DEFAULT RATE. In addition to all
other rights contained in this Note, if a default in the payment of
Obligations occurs, all outstanding Obligations, other than
Obligations under any swap agreements (as defined in 11 U.S.C.
§ 101) between Borrower and Bank or its affiliates, shall bear
interest at the Interest Rate plus 3% (“Default Rate”).
The Default Rate shall also apply from demand until the Obligations
or any judgment thereon is paid in full.
INTEREST AND FEE(S) COMPUTATION
(ACTUAL/360). Interest and fees, if any, shall be computed on
the basis of a 360-day year for the actual number of days in the
applicable period (“Actual/360 Computation”). The
Actual/360 Computation determines the annual effective yield by
taking the stated (nominal) rate for a year’s period and then
dividing said rate by 360 to determine the daily periodic rate to
be applied for each day in the applicable period. Application of
the Actual/360 Computation produces an annualized effective
interest rate exceeding the nominal rate.
REPAYMENT TERMS. This Note shall
be due and payable in consecutive monthly payments of accrued
interest only, commencing on July 26, 2007, and continuing on
the same day of each month thereafter until fully paid. In any
event, this Note shall be due and payable in full, including all
principal and
accrued interest, on June 30, 2010,
the “Maturity Date” of this Note. Provided Borrower is
not in default under this Note or under any of the “Loan
Documents” (as hereinafter defined), Borrower shall have the
right and option to extend the Maturity Date for an additional
twelve month period (“Term Option”) upon and in
accordance with the following terms and conditions:
(a) Borrower shall give written notice to Bank at least 30
days prior to the Maturity Date of its intent to exercise the Term
Option; (b) Borrower and any guarantor shall execute and
deliver to Bank all documentation as reasonably required by Bank in
connection with the Term Option; and (c) Borrower shall pay to
Bank its reasonable attorneys’ fees and costs in connection
therewith.
In the event Borrower exercises the Term
Option, the outstanding principal balance of this Note shall
convert to a term loan and shall be due and payable in equal
consecutive monthly installments of principal and interest in an
amount determined by Bank which would allow the outstanding
principal balance hereof to be repaid in twelve months, and shall
be evidenced by, and Borrower hereby agrees to execute a note or
other documentation reasonably required by Bank to evidence the
same.
As used herein, “Loan
Documents” shall mean this Note, the Amended and Restated
Loan Agreement, as amended, and all other documents executed and
delivered in connection therewith.
AUTOMATIC DEBIT . Borrower hereby
directs Bank to debit its Account No. 2000002261874 maintained with
Bank to make all payments required hereunder.
RESCISSION OF PAYMENTS. If any
payment received by Bank under this Note or under any of the other
Loan Documents is rescinded, avoided or for any reason returned to
Bank because of any adverse claim or threatened action, the
returned payment shall remain as an obligation of all persons and
entities liable under this Note or the other Loan Documents as
though such payment had not been made.
LOAN AGREEMENT; LOAN DOCUMENTS;
OBLIGATIONS. This Note is subject to the terms and conditions
of that certain Amended and Restated Loan Agreement between Bank
and Borrower dated April 27, 2004, as amended (the “Loan
Agreement”). All capitalized terms not otherwise defined
herein shall have such meaning as assigned to them in the Loan
Agreement. The term “Obligations” used in this Note
refers to any and all indebtedness and all other obligations under
this Note, all other obligations as defined in the respective Loan
Documents, and all obligations under any swap agreements as defined
in 11 U.S.C. § 101 between Bank and Borrower whenever
executed.
APPLICATION OF PAYMENTS. Monies
received by Bank from any source for application toward payment of
the Obligations shall be applied to accrued interest and then to
principal. Upon the occurrence of a default in the payment of the
Obligations or a Default (as defined in the other Loan Documents)
under any other Loan Document, monies may be applied to the
Obligations in any manner or order deemed appropriate by
Bank.
If any payment received by Bank under
this Note o
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