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EXHIBIT 10.10
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.
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U.S. $5,000,000.00
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Tampa, Florida
January 30, 2007
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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.
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