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EXHIBIT 10.15
PROMISSORY NOTE
$1,875,000.00 Quincy, Massachusetts
September 2, 1998
FOR VALUE RECEIVED, on or before July 31, 2003 (the "Maturity Date"),
Network Plus Corp., a Delaware corporation (the "Borrower"), hereby promises to
pay to the order of Robert T. Hale, Jr. (the "Lender") the principal sum of One
Million Eight Hundred Seventy Five Thousand Dollars ($1,875,000.00), in
immediately available funds at the principal offices of the Borrower located at
234 Copeland Street, Quincy, Massachusetts 02169 (or such other place as Lender
may designate), together with interest on the outstanding principal amount at
the rate set forth herein.
The outstanding principal amount hereunder shall accrue interest at a
per annum rate equal to the "Prime Rate". The Borrower may prepay the
outstanding principal amount at any time prior to the Maturity Date without
premium or penalty. As used herein, "Prime Rate" shall refer to shall mean a
rate per annum equal to the rate of interest published in The Wall Street
Journal, National edition as the "prime rate", changing when and as such prime
rate changes.
Interest shall be payable hereunder on the Maturity Date. Interest
shall be computed on the basis of a three hundred sixty-five (365) day year and
actual days elapsed. Upon default or after maturity or after judgment has been
rendered on this Note, the principal shall bear interest at a rate per annum
equal to the Prime Rate plus two percent (2.0%) per annum. In addition to, and
not in limitation of, the foregoing, during the continuance of a default
hereunder, to the extent permitted by law, overdue interest, fees (including
reasonable attorney's fees and the commitment fee) and other charges payable
hereunder shall bear interest from and including the due date hereof until paid
at a rate per annum equal to the Prime Rate plus two percent (2.0%) per annum.
Such rate shall be in effect until all the obligations of the Borrower to the
Lender are paid in full. In no event shall any interest be at a rate in excess
of the maximum rate permitted by law.
At the option of the holder, this Note shall become immediately due and
payable upon the occurrence and during the continuance at any time of any of the
following events of default (each an "Event of Default"): (1) default in the
payment or performance of this or any other liability or obligation of the
maker, including the payment of any installment hereunder, or of any endorser or
guarantor of any obligation or liability of the maker, to the holder; (2) the
liquidation, or the appointment of a receiver for the maker or its property as a
whole; (3) the institution by the maker of any proceedings under the United
States Bankruptcy Code or any other federal or state law in which the maker is
alleged to be insolvent or unable to pay his debts as they mature or the making
by the undersigned of an assignment or trust mortgage for the benefit of
creditors; or (4)(a) the institution against the maker of any proceedings under
the United States Bankruptcy Code or of any other federal or state law in which
the maker is alleged to be insolvent or unable to pay his debts as they mature,
and (b) the failure of the maker to cause such proceedings to be dismissed or
stayed within 30 days; whereupon the holder shall have then, or at any time
thereafter, all of the rights and remedies afforded by applicable law.
Any expenses incurred in connection with the enforcement or collection
of the amounts owing hereunder or the Lender's rights hereunder, including
reasonable attorney's fees, shall be paid by the Borrower.
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This Note and the rights as described herein are not assignable in
whole or in part by the Borrower, and are personal to the Borrower and may not
be relied upon by any other party.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. The
maker and every indorser or guarantor of this Note regardless of the time, order
or place of signing waives presentment, demand, protest and notices of every
kind and assents to any extension or postponement of the time of payment or any
other indulgence, to any substitution, exchange or release of collateral, and to
the addition or release of any other party or person primarily or secondarily
liable.
None of the terms or provisions of this Note may be excluded, modified,
or amended except by a written instrument duly executed on behalf of the holder
expressly referring hereto and setting forth the provision so excluded, modified
or amended.
ALL RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY THE LAWS OF
THE COMMONWEALTH OF MASSACHUSETTS AND THIS NOTE SHALL BE DEEMED TO BE UNDER
SEAL.
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EXECUTED as of this 2nd day of September, 1998 as an instrument under
seal.
NETWORK PLUS CORP.
By: /s/ James J. Crowley
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Name: James J. Crowley
Title: Executive Vice President and
Chief Operating Officer
AGREED:
/s/ Robert T. Hale, Jr.
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Robert T. Hale, Jr.