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EXHIBIT 10.92(d)
TERM B NOTE
$9,000,000.00 Dated: August 15, 2000
New York, New York
FOR VALUE RECEIVED, each of OUTSOURCE INTERNATIONAL, INC., a Florida
corporation (the "Parent"), OUTSOURCE INTERNATIONAL OF AMERICA, INC., a Florida
corporation ("OIA"), OUTSOURCE FRANCHISING, INC., a Florida corporation ("OFI"),
GUARDIAN EMPLOYER EAST, LLC, a Delaware limited liability company ("Guardian
East") and GUARDIAN EMPLOYER WEST, LLC ("Guardian West" and, together with the
Parent, OIA, OFI and Guardian East, each a "Borrower" and collectively, the
"Borrowers") HEREBY JOINTLY AND SEVERALLY PROMISES TO PAY to the order of ABLECO
HOLDING LLC (the "Lender") (i) the principal amount of NINE MILLION DOLLARS
($9,000,000.00), or if less, the aggregate unpaid principal amount of the Term
Loan B (as defined in the Financing Agreement hereinafter referred to) made by
the Lender to the Borrowers, payable in such installments and at such times as
are specified in the Financing Agreement, and (ii) interest on the unpaid
principal amount hereof from the date hereof until all such principal amount is
paid in full, at such interest rates, and payable at such times, as are
specified in the Financing Agreement.
Notwithstanding any other provision of this Term B Note, interest paid
or becoming due hereunder shall in no event exceed the maximum rate permitted by
applicable law. Both principal and interest are payable in lawful money of the
United States of America in immediately available funds to The CIT
Group/Business Credit, Inc., as administrative agent (the "Administrative
Agent"), at its office located at 5420 LBJ Freeway, Suite 200, Dallas, Texas
75240 or such other office as the Administrative Agent may designate.
The Term Loan B made by the Lender to the Borrowers pursuant to the
Financing Agreement, and all payments made on account of principal hereof, shall
be recorded by the Lender and, prior to any transfer hereof, indorsed on the
schedule attached hereto which is a part of this Term B Note.
This Term B Note is a registered Note and, as provided in and subject
to the terms of the Financing Agreement, this Term B Note and the Term Loans B
evidenced hereby may be transferred in whole or in part only upon surrender of
this Term B Note to Ableco Finance LLC, as collateral agent (the "Collateral
Agent") for registration of transfer or exchange (and in the case of a surrender
for registration of transfer, duly endorsed or accompanied by a written
instrument of transfer, duly executed by the registered holder of this Term B
Note or its attorney duly authorized in writing), at which time a new Term B
Note for a like principal amount will be issued to, and registered in the name
of, the permitted transferee as provided in Section 12.07(b) of the Financing
Agreement. Reference in this Term B Note to a "holder" shall mean the person or
entity in whose name this Term B Note is at the time registered in the register
maintained by the Collateral Agent as provided in Section 12.07(b) of the
Financing Agreement and, prior to due presentment for registration of transfer,
the Borrowers may treat such person or entity as the owner of this Term B Note
for the purpose of receiving payment and all other purposes, and the Borrowers
will not be affected by any notice to the contrary.
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This Term B Note is one of the Term B Notes referred to in, and is
entitled to the benefits of, the Financing Agreement dated as of August 15, 2000
(as amended or otherwise modified from time to time, the "Financing Agreement"),
by and among the Borrowers, the subsidiaries of the Parent (other than a
Borrower) party to the Financing Agreement, as guarantors, the financial
institutions from time to time party to the Financing Agreement, the
Administrative Agent, and the Collateral Agent. The Financing Agreement, among
other things, contains provisions for the acceleration of the maturity of the
unpaid principal amount of this Term B Note upon the happening of certain stated
events of default and also for prepayments on account of principal hereof prior
to the maturity hereof upon the terms and conditions specified therein. The
Borrower hereby waives presentment for payment, demand, protest and notice of
dishonor of this Term B Note.
This Term B Note shall be governed by, and construed and interpreted in
accordance with, the internal laws of the State of New York applicable to
contracts made and to be performed therein without consideration as to choice of
law.
OUTSOURCE INTERNATIONAL, INC.
By: /s/ Jon H. Peterson
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Name: Jon H. Peterson
Title: Vice President
OUTSOURCE INTERNATIONAL
OF AMERICA, INC.
By: /s/ Jon H. Peterson
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Name: Jon H. Peterson
Title: Vice President
OUTSOURCE FRANCHISING, INC.
By: /s/ Jon H. Peterson
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Name: Jon H. Peterson
Title: Vice President
GUARDIAN EMPLOYER EAST, LLC
By: /s/ Jon H. Peterson
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Name: Jon H. Peterson
Title: Vice President
GUARDIAN EMPLOYER WEST, LLC
By: /s/ Jon H. Peterson
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Name: Jon H. Peterson
Title: Vice President
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TERM LOAN B AND REPAYMENT OF PRINCIPAL
Amount Principal Principal Notation
of Term Loan B Paid or Prepaid Balance Made By
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