U.S. $3,000,000.00 Clearwater, Florida
December 14, 1999
REVOLVING LOAN NOTE
BEING INDEBTED, FOR VALUE RECEIVED, the undersigned (the "Borrower"), jointly
and severally, promise to pay to the order of SouthTrust Bank National
Association (the "Lender"), or order, its successors or assigns, at its
offices at 150 Second Avenue North, St. Petersburg, FL 33701, the sum of Three
Million and no/100 Dollars ($3,000,000.00), together with interest on the
unpaid balance, calculated in the manner hereinafter stated, from the dates of
disbursements until maturity, both principal and interest being payable in
lawful money of the United States of America.
The interest charged on the unpaid principal balance owed pursuant to this
Revolving Promissory Note ("Note") is a floating and adjustable simple
interest rate of either of the following rates:
a. The Adjusted Prime Rate which shall be a rate which the rate periodically
published from time to time by the Money Section of the Wall Street Journal as
the Prime Rate, minus twenty five one hundredths (.25%) percent. The Borrower
hereby acknowledges that the Prime Rate is used by the Lender for the Lender's
administrative convenience and does not represent, nor is it intended to
represent, the best or lowest rate of interest available to any customer or
class of customers.
b. The Adjusted LIB0R Rate which is a rate per annum equal to the sum of
LIBOR for the Interest Period for which interest is to be determined at the
LIBOR Rate plus two (2%) percent.
The rate of interest shall be chosen by the Borrower, timely in accordance
with Section 2.07B of the Loan and Security Agreement.
The interest rate charged shall be calculated on a daily basis. Interest
shall be calculated on a 360-day year based on actual days elapsed and shall
be payable monthly on the outstanding principal balance due and owing from
time to time.
Interest accruing at the LIBOR Rate during any Interest Period shall be
payable on the last Business Day of each month of each such then current
Interest Period. Interest accruing at the Prime Rate during any Interest
Period shall be paid monthly in arrears on the last day of each month,
commencing the last day of the first month of the following the commencement
of the Prime Rate Interest Period and on the last day of each month thereafter
during such Interest Period.
In no event shall the amount of interest due or payments made in the nature of
interest payable hereunder exceed the maximum rate of interest allowed by
applicable law, as amended from time to time, and in the event any such
payment is paid by the Borrower or received by the Lender, then such excess
sums shall be credited as a payment of principal, unless the Borrower shall
notify the Lender, in writing, that the Borrower elects to have such excess
sum returned to it forthwith.
The principal shall be fully due and payable exactly two years from the date
of this Note ("Final Maturity Date").
Payments shall be first applied to interest and secondly to principal, except
as may be specifically set forth herein or in the Loan Documents.
This Note evidences borrowings in the principal amount of THREE MILLION
DOLLARS ($3,000,000.00) but notwithstanding such expression, the actual
indebtedness from time to time evidenced hereby shall be the sum of all
advances made by Lender to the Borrower hereunder, less the aggregate amount
of all principal repayments made under said Note by the Borrower to the
Lender, it being the intent hereof and the purpose of said Loan and Note to
provide a revolving line of credit which the Borrower may draw against and
which Lender will advance from time to time and which the Borrower may repay
in whole or in part from time to time and again draw against, so that the
principal amount outstanding thereunder may fluctuate in accordance with such
advances and repayments, but the aggregate principal amount outstanding under
the Note shall not at any time exceed the principal sum of THREE MILLION
DOLLARS ($3,000,000.00). The Borrower, in the event of partial prepayment,
and if not in default, shall have the right to again borrow from Lender under
this Note up to the maximum principal amount of THREE MILLION DOLLARS
($3,000,000.00). Provided, however, the Borrower's right to draw shall be
restricted by the terms and conditions of the Loan Documents, which are hereby
incorporated herein by reference.
In the event that state documentary stamp taxes in excess of those required to
be paid upon the full amount of THREE MILLION DOLLARS ($3,000,000.00), are
deemed to be owed to the State of Florida, the undersigned agrees to hold
Lender harmless from and against any and all of the costs involved in paying
the additional documentary stamps and any penalties or interest required to be
paid thereon, and the undersigned agrees to pay to Lender the full amount paid
by Lender to the State of Florida as additional documentary stamps, penalties,
costs and/or interest.
This Note may be prepaid in whole or in part at any time in accordance with
the terms and conditions of the Loan Documents. Any prepayments shall be
applied to the last installments due hereunder.
From time to time, without notice to Endorsers, this Note may be extended or
renewed in whole or in part, or additional sums may be advanced to the
Borrower; and/or the rate of interest thereon may be changed or fees in
consideration of loan extensions may be imposed and any related right or
security therefor may be waived, exchanged, surrendered or otherwise dealt
with and any of the acts mentioned in this Note may be done, all without
affecting the liability of the Borrower, Co-Borrowers, or Endorsers, each of
whom agree to remain liable under and pursuant to the terms and tenor of this
Note, as it may be extended, renewed, increased, modified, etc., until the
debt represented thereby is actually paid in full to the Lender. The release
of any person liable upon or in respect of this Note shall not release any
other person. Each of the Borrower, Co-Borrowers, and Endorsers hereby waive
presentment, demand of payment, protest and notice of non-payment and of
protest, and notice of acceleration on maturity or default, and any and all
other notices and demands whatsoever (except as specifically required herein)
and agree to be jointly and severally liable for the obligations herein.
This Note is secured by a Loan and Security Agreement, Financing Statement(s),
and such other security or supporting documents as are executed in conjunction
with it (the "Loan Documents") between the Borrower and Lender on the
Collateral as defined in the Loan and Security Agreement. This Note and the
Lender are entitled to all of the benefits provided for in the Loan Documents
or referred to within them, to which Loan Documents reference is hereby
specifically made and they are hereby incorporated herein by reference for a
statement of the terms and conditions under which the due date of this Note
may be accelerated.
Time is of the essence of this obligation. If any installment or payment is
not received on or before the 10th day following the installment due date, the
Borrower agrees to pay a delinquency and collection charge of five cents
($.05) per dollar of the installment then due, in addition to the amount of
said installment.
In the event of either a failure to pay any monetary sum when due, and the
amount due remains unpaid for a period of ten (10) days following its due
date, or an occurrence of any default as defined under the Loan Documents, the
principal sum above mentioned or any balance remaining unpaid shall be
immediately due and payable from the Borrower to the Lender without further
notice, together with all interest, all just and reasonable expenses, costs
and disbursements, including a reasonable attorney's fee, whether incurred for
suit enforcement, protection of the collateral or collection, whether or not
suit be brought, such attorney's fees to include those incurred in appellate
and Bankruptcy proceedings, if any. Notice, when required, shall be deemed
to have been made upon deposit in the United States mails by the Lender to the
Borrower, at the address shown beneath the signatures undersigned.
In the event this Note is accelerated pursuant to a failure to timely pay or
perform, then the entire unpaid principal shall bear interest at the maximum
rate permitted by applicable law as changed from time to time from the time
that payment or performance should have occurred.
The remedies of the Lender, as provided herein or in the Loan and Security
Agreement or any other Loan Documents, shall be cumulative and concurrent, and
may be pursued singularly, successively or together, at the sole discretion of
the Lender, and may be exercised as often as occasion therefore shall arise.
No act of omission or commission of the Lender, including specifically any
failure to exercise any right, remedy or recourse, shall be deemed to be a
waiver or release of the same, such waiver or release to be affected only
through a written document executed by the Lender and then only to the extent
specifically recited therein. A waiver or release with reference to any one
event shall not be construed as continuing waiver or as a bar to call a
default to a subsequent event.
A default in the terms and conditions of any other obligation of the Borrower
to the Lender of whatever nature or kind, including but not limited to this
obligation, shall constitute a default of the terms and conditions of the
obligations set forth in this Note. Likewise, any default in the terms and
conditions of this Note shall be and constitute a default under the terms and
conditions of any other obligation owed by the Borrower to the Lender. Upon
such default, any of the Borrower's checking, savings monies, or other
deposits deposited with the Lender shall be immediately and irrevocably
assigned to the Lender to apply to the obligations of the Borrower in any
manner the Lender deems necessary.
Where applicable, the term Lender shall include any subsequent or successor
holder of this Note and the Loan Documents.
For and in consideration of the funding of this Note by the Lender or any
renewal or extension thereof, should any occur, the undersigned Borrower
hereby agrees to cooperate or to re-execute any and all Loan Documents deemed
necessary or desirable in the Lender's discretion, in order to correct or to
adjust for any clerical errors or omissions contained in any document executed
in connection with the loan.
WAIVER OF JURY TRIAL. BY THE EXECUTION HEREOF, BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY AGREES THAT:
(A) NEITHER THE BORROWER NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL
REPRESENTATIVE OF THE SAME SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING,
COUNTERCLAIM, OR ANY OTHER LITIGATION OR PROCEDURE ARISING FROM OR BASED UPON
THIS PROMISSORY NOTE, ANY OTHER LOAN AGREEMENT OR ANY LOAN DOCUMENT
EVIDENCING, SECURING OR RELATING TO THE OBLIGATIONS OR TO THE DEALINGS OR
RELATIONSHIP BETWEEN OR AMONG THE PARTIES THERETO;
(B) NEITHER THE BORROWER NOR THE LENDER WILL SEEK TO CONSOLIDATE ANY SUCH
ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL HAS NOT BEEN OR CANNOT BE WAIVED;
(C) THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE
PARTIES HERETO AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS;
(D) NEITHER THE BORROWER NOR THE LENDER HAS IN ANY WAY AGREED WITH OR
REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT
BE FULLY ENFORCED IN ALL INSTANCES; AND
(E) THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER TO ENTER INTO THIS
TRANSACTION.
THE UNDERSIGNED ACKNOWLEDGE THAT THE LOAN EVIDENCED HEREBY IS FOR COMMERCIAL
PURPOSES ONLY AND NOT FOR PERSONAL FAMILY OR HOUSEHOLD PURPOSE.
Florida Documentary stamps are exempt from this transaction in accordance with
FAC Section 12B-4.053(34) as the Note herein was executed and delivered by the
Borrower to the Lender outside the State of Florida.
TECHNOLOGY RESEARCH CORPORATION
A Florida corporation
By: /s/ Scott J. Loucks
Scott J. Loucks
Its CFO
Address: 5250 140th Avenue North
Clearwater, Florida 33760
TECHNOLOGY RESEARCH CORPORATION/HONDURAS, S. A. de C. V.
By: /s/ Scott J. Loucks
Scott J. Loucks
Its Secretary
Address: C/o Technology Research Corporation
5250 140th Avenue North
Clearwater, Florida 33760