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EXHIBIT 10.48
PROMISSORY NOTE
(LINE OF CREDIT)
THIS PROMISSORY NOTE (LINE OF CREDIT) AMENDS, RESTATES AND DECREASES,
WITHOUT NOVATION OR SATISFACTION, A PROMISSORY NOTE (LINE OF CREDIT
NOTE), NOTE NO. 02007144, DATED MARCH 12, 1998, EFFECTIVE FEBRUARY 1,
1998
$20,944,205.00 Note No.: _______________________
FARMINGTON HILLS, MICHIGAN
Due Date: OCTOBER 1, 1999 Dated: SEPTEMBER 1, 1998
FOR VALUE RECEIVED on the Due Date, the undersigned, jointly and
severally (the "Borrower"), promise to pay to the order of MICHIGAN NATIONAL
BANK, a NATIONAL BANKING ASSOCIATION (the "Bank"), at its office set forth below
or at such other place as Bank may designate in writing, the principal sum of
TWENTY MILLION NINE HUNDRED FORTY FOUR THOUSAND TWO HUNDRED FIVE AND 00/100
DOLLARS ($20,944,205.00), UNTIL OCTOBER 1, 1998, AT WHICH TIME THE PRINCIPAL
SUMS SHALL BE REDUCED AS FOLLOWS:
(1) AS OF OCTOBER 15, 1998, THE PRINCIPAL SUM SHALL NOT EXCEED TWENTY
MILLION FOUR HUNDRED FORTY FOUR THOUSAND TWO HUNDRED FIVE AND 00/100
DOLLARS ($20,444,205.00);
(2) AS OF NOVEMBER 15, 1998, THE PRINCIPAL SUM SHALL NOT EXCEED
NINETEEN MILLION NINE HUNDRED FORTY FOUR THOUSAND TWO HUNDRED FIVE AND
00/100 DOLLARS ($19,944,205.00);
(3) AS OF DECEMBER 15, 1998, THE PRINCIPAL SUM SHALL NOT EXCEED
NINETEEN MILLION FOUR HUNDRED FORTY FOUR THOUSAND TWO HUNDRED FIVE AND
00/100 DOLLARS ($19,444,205.00);
(4) AS OF JANUARY 15, 1999, THE PRINCIPAL SUM SHALL NOT EXCEED EIGHTEEN
MILLION FOUR HUNDRED FORTY FOUR THOUSAND TWO HUNDRED FIVE AND 00/100
DOLLARS ($18,444,205.00);
(5) AS OF FEBRUARY 15, 1999, THE PRINCIPAL SUM SHALL NOT EXCEED
SEVENTEEN MILLION NINE HUNDRED FORTY FOUR THOUSAND TWO HUNDRED FIVE AND
00/100 DOLLARS ($17,944,205.00);
(6) AS OF APRIL 15, 1999, THE PRINCIPAL SUM SHALL NOT EXCEED EIGHT
MILLION AND 00/100 DOLLARS ($8,000,000.00); or
such lesser sum as shall have been advanced by Bank to Borrower under the loan
account hereinafter described, plus interest as hereinafter provided, all in
lawful money of the United States of America. The unpaid principal balance of
this promissory note ("Note") shall bear interest computed upon the basis of a
year of 360 days for the actual number of days elapsed in a month, at a rate of
interest (the "Effective Interest Rate") which is equal to:
ONE PERCENT (1.00%) per annum in excess of that rate of interest
established by BANK as its PRIME RATE (the "Index"), as such Index may
vary from time to time. Borrower understands and agrees that the
Effective Interest Rate payable to Bank under this Note shall be
determined by reference to the Index and not by reference to the actual
rate of interest charged by the Bank to any particular borrower(s). If
the Index shall be increased or decreased, the Effective Interest Rate
under this Note shall be increased or decreased by the same amount,
effective upon the day of each increase or decrease in the Index.
Interest on all principal amounts advanced by Bank from time to time
and unpaid by Borrower shall be paid on the FIRST day of OCTOBER, 1998,
and on the FIRST day of each MONTH thereafter.
Advances of principal, repayment, and readvances may be made under this
Note AS STATED ABOVE AND AS SET FORTH IN THE BUSINESS LOAN AGREEMENT ADDENDUM
(LINE OF CREDIT WITH LETTER OF CREDIT ADVANCES), SECTION IV. ADVANCE REQUIREMENT
EXECUTED ON MARCH 12, 1998, EFFECTIVE FEBRUARY 1, 1998, AS AMENDED ON EVEN DATE
HEREOF, from time to time, but Bank, in its sole discretion, may refuse to make
advances or readvances hereunder during any period(s) this Note is in default.
All advances made hereunder shall be charged to a loan account in Borrower's
name on Bank's books, and Bank shall debit to such account the amount of each
advance made to, and credit to such account the amount of each repayment made by
Borrower. From time to time, Bank shall furnish Borrower a statement of
Borrower's loan account, which statement shall be deemed to be correct, accepted
by, and binding upon Borrower, unless Bank receives a written statement of
exceptions from Borrower within ten (10) days after such statement has been
furnished.
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This Note may be paid in full or in part at any time without payment of
any prepayment fee. All payments received shall, at the option of the Bank,
first be applied against accrued and unpaid interest and the balance against
principal. Borrower expressly assumes all risks of loss or delay in the delivery
of any payments made by mail, and no course of conduct or dealing shall affect
Borrower's assumption of these risks. Borrower shall not be required to pay
interest at a rate greater than the maximum allowed by law and any interest
payment received by Bank which exceeds the maximum legal rate shall be
automatically credited upon the unpaid principal balance of this Note. If the
Bank determines the Effective Interest Rate is, or may be, usurious or otherwise
limited by law, the unpaid balance of this Note shall, at Bank's option, become
immediately due and payable.
Upon the occurrence of any of the Events of Default DESCRIBED IN THE
AMENDED AND RESTATED BUSINESS LOAN AGREEMENT EXECUTED ON MARCH 12, 1998,
EFFECTIVE FEBRUARY 1, 1998, AS AMENDED ON EVEN DATE HEREOF, the Bank, at its
option, and without FURTHER notice to Borrower, may declare the entire unpaid
principal balance of this Note and all accrued interest, together with all other
indebtedness of Borrower to Bank, to be immediately due and payable.
Upon the occurrence of any Event of Default, or upon non-payment of
this Note after demand, the unpaid principal balance of this Note shall bear
interest at a rate which is two percent (2%) greater than the Effective Interest
Rate otherwise applicable. If any payment under this Note is not paid within ten
(10) days after the date due, at the option of Bank a late charge of not more
than five cents ($.05) for each dollar of the installment past due may be
charged by Bank. In addition to any other security interest granted, Borrower
hereby grants Bank a security interest in all of Borrower's bank deposits,
instruments, negotiable documents, and chattel paper which at any time are in
the possession or control of Bank, and after the occurrence of any Event of
Default, Bank may apply its own indebtedness or liability to Borrower or any
guarantor to any indebtedness due under this Note. Borrower agrees to pay all of
the Bank's costs incurred in the collection of this Note, including reasonable
attorney fees.
Acceptance by Bank of any payment in an amount less than the amount
then due shall be deemed an acceptance on account only, and Bank's acceptance of
any such partial payment shall not constitute a waiver of Bank's right to
receive the entire amount due. Borrower and all guarantors of this Note do
hereby (I) jointly and severally waive presentment for payment, demand, notice
of non-payment, notice of protest or protest of this Note, any defenses under
3-605 of the Michigan Uniform Commercial Code, the release of any collateral or
part thereof, with or without substitution, and Bank diligence in collection or
bringing suit, and (ii) do hereby consent to any and all extensions of time,
renewals, waivers or modifications as may be granted by Bank with respect to
payment or any other provisions of this Note. The liability of the Borrower
under this Note shall be absolute and unconditional, without regard to the
liability of any other party. This Note shall be deemed to have been executed in
Michigan, and all rights and obligations hereunder shall be governed by the laws
of the State of Michigan.
This Note is secured by:
AMENDED AND RESTATED BUSINESS LOAN AGREEMENT DATED MARCH 12, 1998,
EFFECTIVE FEBRUARY 1, 1998, AS AMENDED BY AN AMENDMENT OF BUSINESS LOAN
AGREEMENT DATED SEPTEMBER 1, 1998
TRI-PARTY AGREEMENT DATED SEPTEMBER 1, 1998
PLEDGE AGREEMENT DATED SEPTEMBER 1, 1998
SECURITY AGREEMENT DATED SEPTEMBER 1, 1998
Reference is hereby made to the document(s) and agreement(s) described
above (the "Related Documents") for additional terms and conditions relating to
this Note.
BORROWER:
UNITED AMERICAN HEALTHCARE
CORPORATION ,
a MICHIGAN CORPORATION
BORROWER ADDRESS:
1155 Brewery Park Blvd. Suite 200 By:_____________________________________
Detroit, Michigan 48207 Gregory Moses
Its: Chief Operating Officer
AND
By:______________________________________
Paul G. Samuels
Its: Interim Chief Financial Officer
Tax ID No.: 38-2526913
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BANK ADDRESS:
27777 Inkster Road [10-60]
Farmington Hills, Michigan 48333