SunCoast Holdings, Inc., Brandywine Insurance Holdings, Inc., and Patriot Risk Services, Inc. | Brooke Credit Corporation 10950 Grandview Dr. Ste. #600 |
Loan Number 5137 | ||
401 East Las Olas Blvd. Suite 1540 | Date 03-30-2006 | |||
Ft. Lauderdale, FL 33301 | Maturity Date 04-15-2016 | |||
Loan Amount $8,652,000.00 | ||||
Renewal Of ___________________ | ||||
BORROWER’S NAME AND ADDRESS | LENDER’S NAME AND ADDRESS | |||
“I” includes each borrower above, jointly and severally. | “You” means the lender, its successors and assigns. |
For value received, I promise to pay to you, or your order, at your address listed above thePRINCIPAL sum of eight million six hundred fifty two thousand and no/100 Dollars $8,652,000.00
x | Single Advance: I will receive all of this principal sum on 03-30-2006. No additional advances are contemplated under this note. |
¨ | Multiple Advance: The principal sum shown above is the maximum amount of principal I can borrow under this note. On ______________________ I will receive the amount of $___________________ and future principal advances are contemplated. |
Conditions: The conditions for future advances are
¨ | Open End Credit: You and I agree that I may borrow up to the maximum amount of principal more than one time. This feature is subject in all other conditions and expires on _________________________. |
¨ | Closed End Credit: You and I agree that I may borrow up to the maximum only one time (and subject to all other conditions). |
INTEREST: | I agree to pay interest on the outstanding principal balance from 03-30-2006 at the rate of 12.000% per year until 03-31-2006. |
x | Variable Rate: This rate may then change as stated below. |
x | Index Rate: The future rate will be 4.500 percent above the following index rate: Prime Rate, as published in The Wall Street Journal. |
¨ | No Index: The future rate will not be subject to any internal or external index. It will be entirely in your control. |
x | Frequency and Timing: The rate on this note may change as often as every day beginning 03-31-2006. A change in the interest rate will take effect_______________________. |
¨ | Limitations: During the term of this loan, the applicable annual interest rate will not be more than ______________% or less than ____________%. The rate may not change more than ____________________% each ______________________. |
Effect of Variable Rate: A change in the interest rate will have the following effect on the payments: |
x | The amount of each scheduled payment will change. ¨ The amount of the final payment will change. |
¨ | . |
ACCRUAL METHOD: Interest will be calculated on a Actual/365 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note owing after maturity, and until paid in full, as stated below:
x | on the same fixed or variable rate basis in effect before maturity (as indicated above). |
¨ | at a rate equal to . |
x | LATE CHARGE: If a payment is made more than 5 days after it is due, I agree to pay a late charge of 5.000% of the payment amount. |
¨ | ADDITIONAL CHARGES: In addition to interest, I agree to pay the following charges which¨ are¨ are not included in the principal amount above: __________________________________________________________________________________________________________. |
PAYMENTS: I agree to pay this note as follows:
120 monthly payments of $ 124,835.82 beginning 05-15-2006. This is a variable rate loan and the payment amounts may change.
ADDITIONAL TERMS:
[1] See Commercial Loan Agreement and Addendum thereto dated March 30, 2006.
[2] The term following day referred to in "Frequency and Timing" above refers to the next business day following a change in the Prime Rate as reported in The Wall Street Journal.
[3] As referenced in "Effects of Variable Rate" above, the payments will change on the 15th day of the calendar month following the month during which the rate changed.
[4] Notwithstanding any other provision of this Note, Borrower shall pay a prepayment premium equal to 10% during the first twelve [12] months following date of Note, 8% during the second twelve [12] months following date at Note [that is, months 13 through 24], and 6% during the third twelve [12] months following date of Note [that is, months 25 through 36]. This prepayment premium shall not apply after the thirty-sixth month following the date of Note.
[5] See Addendum A dated March 30, 2006 attached hereto and incorporated herein by this reference.
x SECURITY: This note is separately secured by (describe separate document by type and date): Security Agreement and Stock Pledge Agreements related hereto, each dated March 30, 2006. [This section is for your internal use. Failure to list a separate security document does not mean the agreement will not secure this note.] | PURPOSE: The purpose of this loan is set forth in the Commercial Loan Agreement dated March 30, 2006 __________________________________________________ | |||
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGE 2). I have received a copy on today’s date. | ||||
Signature for Lender | SunCoast Holdings, Inc., Brandywine Insurance Holdings, Inc., Patriot Risk Services, Inc. | |||
/s/ Michael S. Lowry | /s/ Steven M. Mariano | |||
Michael S. Lowry, President | Steven M. Mariano, CEO and President of SunCoast Holdings, Inc. | |||
| /s/ Steven M. Mariano | |||
Steven M. Mariano, CEO and President of Brandywine Insurance Holdings, Inc. | ||||
| /s/ Steven M. Mariano | |||
Steven M. Mariano, CEO and President of Patriot Risk Services Inc. | ||||
UNIVERSAL NOTE |
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[1] demand payment of amounts due presentment; | ||
[2] obtain official certification of nonpayment protest; or | ||
[3] give notice that amounts due have not been paid (notice of dishonor). |
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(1) | Borrower makes any written statement or provides any financial information that is untrue or inaccurate at the time it was/is provided and within 30 days of written notice to Borrower by Lender, Borrower fails to take the action necessary to make the written statement or financial information provided to Lender true and accurate; | ||
(2) | Any collateral securing this note is used in a manner or for a purpose which threatens confiscation by a legal authority; | ||
(3) | Any Borrower changes its name or assumes an additional name without first notifying Lender before making such a change; and/or | ||
(4) | An Event of Default continues under the terms of the Commercial Loan Agreement signed by Borrower of even date herewith after the expiration of any applicable notice, grace and/or cure periods. |
BORROWER: | LENDER: | |||||||||
SUNCOAST HOLDINGS, INC. | BROOKE CREDIT | |||||||||
CORPORATIONa Delaware corporation | a Kansas corporation | |||||||||
By: | /s/ Steven M. Mariano | By: | ||||||||
Name: Steven M. Mariano | Name: Michael S. Lowry | |||||||||
Title: President and Chief Executive Officer | Title: President | |||||||||
BRANDYWINE INSURANCE | ||||||||||
HOLDINGS, INC. | ||||||||||
a Delaware corporation | ||||||||||
By: | /s/ Steven M. Mariano | |||||||||
Name: Steven M. Mariano | ||||||||||
Title: President and Chief Executive Officer | ||||||||||
PATRIOT RISK SERVICES, INC. | ||||||||||
a Delaware corporation | ||||||||||
By: | /s/ Steven M. Mariano | |||||||||
Name: Steven M.Mariano | ||||||||||
Title: President and Chief Executive Officer |