1
Exhibit 10.93(b)
NOTE
$2,200,168.28 as of August 15, 2000
FOR VALUE RECEIVED, the undersigned OUTSOURCE INTERNATIONAL, INC., a
Florida corporation (the "BORROWER"), hereby promises to pay to the order of
FLEET NATIONAL BANK (the "BANK") at the Agent's Office (as defined in the
Restructuring Agreement referred to below):
(a) prior to or on the Maturity Date (as defined in the
Restructuring Agreement referred to below) the principal amount of TWO
MILLION TWO HUNDRED THOUSAND ONE HUNDRED SIXTY-EIGHT DOLLARS AND
TWENTY-EIGHT CENTS ($2,200,168.28) or, if less, the aggregate unpaid
principal amount of indebtedness owing to the Bank by the Borrower
pursuant to the Restructuring Agreement, dated as of August 15,
2000August __, 2000 (as amended and in effect from time to time, the
"RESTRUCTURING AGREEMENT"), among the Borrower, the Bank and other
parties thereto;
(b) the principal Outstanding hereunder from time to time at
the times provided in the Restructuring Agreement; and
(c) interest on the principal balance hereof from time to time
Outstanding from the Closing Date under the Restructuring Agreement
through and including the maturity date hereof at the times and at the
rate provided in the Restructuring Agreement.
This Note evidences borrowings under and has been issued by the
Borrower in accordance with the terms of the Restructuring Agreement. The Bank
and any holder hereof is entitled to the benefits of the Restructuring
Agreement, the Security Documents and the other Loan Documents, and may enforce
the agreements of the Borrower contained therein, and any holder hereof may
exercise the respective remedies provided for thereby or otherwise available in
respect thereof, all in accordance with the respective terms thereof. All
capitalized terms used in this Note and not otherwise defined herein shall have
the same meanings herein as in the Restructuring Agreement.
The Borrower irrevocably authorizes the Bank to make or cause to be
made, at the time of receipt of any payment of principal of this Note, an
appropriate notation on the grid attached to this Note, or the continuation of
such grid, or any other similar record, including computer records, reflecting
the receipt of such payment. The Outstanding amount of the principal set forth
on the grid attached to this Note, or the continuation of such grid, or any
other similar record, including computer records, maintained by the Bank shall
be PRIMA FACIE evidence of the principal amount thereof owing and unpaid to the
Bank, but the failure to record, or any error in so recording, any such amount
on any such grid, continuation or other record shall not limit or otherwise
affect the obligation of the Borrower hereunder or
2
-2-
under the Restructuring Agreement to make payments of principal of and interest
on this Note when due.
The Borrower has the right in certain circumstances to prepay the whole
or part of the principal of this Note on the terms and conditions specified in
the Restructuring Agreement.
If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Restructuring Agreement.
No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Bank or such holder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.
The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, 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.
THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF
SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE
BORROWER BY MAIL, RETURN RECEIPT REQUESTED, AT THE ADDRESS SPECIFIED IN SS.17 OF
THE RESTRUCTURING AGREEMENT. THE BORROWER HEREBY IRREVOCABLY APPOINTS THE
SECRETARY OF STATE OF NEW YORK AS ITS AGENT FOR SERVICE OF PROCESS IN RESPECT OF
ANY SUCH SUIT. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT
IS BROUGHT IN AN INCONVENIENT COURT.
The payment obligations of the Borrower hereunder are subject the terms
of the Intercreditor Agreement. Pursuant to the terms of the Intercreditor
Agreement
3
-3-
and so long as the Intercreditor Agreement is in effect, the rights and remedies
of the Agent under this Note are limited. In the event of a conflict between the
terms of this Note and the terms of the Intercreditor Agreement, the terms of
the Intercreditor Agreement shall control.
This Note shall be deemed to take effect as a sealed instrument under
the laws of The Commonwealth of Massachusetts.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
4
-4-
IN WITNESS WHEREOF, the undersigned has caused this Note to be signed
in its corporate name and its corporate seal to be impressed thereon by its duly
authorized officer as of the day and year first above written.
[Corporate Seal]
OUTSOURCE INTERNATIONAL, INC.
By: /s/ Jon H. Peterson
----------------------------------
Title: Vice President
5
Amount of Balance of
Amount Principal Paid Principal Notation
Date of Loan or Prepaid Unpaid Made By:
---- ------- -------------- ----------- ---------
6
NOTE
$1,257,237.49 as of August 15, 2000
FOR VALUE RECEIVED, the undersigned OUTSOURCE INTERNATIONAL, INC., a
Florida corporation (the "BORROWER"), hereby promises to pay to the order of
LASALLE BANK NATIONAL ASSOCIATION (the "BANK") at the Agent's Office (as defined
in the Restructuring Agreement referred to below):
(a) prior to or on the Maturity Date (as defined in the
Restructuring Agreement referred to below) the principal amount of ONE
MILLION TWO HUNDRED FIFTY-SEVEN THOUSAND TWO HUNDRED THIRTY-SEVEN
DOLLARS AND FORTY-NINE CENTS ($1,257,237.49) or, if less, the aggregate
unpaid principal amount of indebtedness owing to the Bank by the
Borrower pursuant to the Restructuring Agreement, dated as of August
15, 2000August __, 2000 (as amended and in effect from time to time,
the "RESTRUCTURING AGREEMENT"), among the Borrower, the Bank and other
parties thereto;
(b) the principal Outstanding hereunder from time to time at
the times provided in the Restructuring Agreement; and
(c) interest on the principal balance hereof from time to time
Outstanding from the Closing Date under the Restructuring Agreement
through and including the maturity date hereof at the times and at the
rate provided in the Restructuring Agreement.
This Note evidences borrowings under and has been issued by the
Borrower in accordance with the terms of the Restructuring Agreement. The Bank
and any holder hereof is entitled to the benefits of the Restructuring
Agreement, the Security Documents and the other Loan Documents, and may enforce
the agreements of the Borrower contained therein, and any holder hereof may
exercise the respective remedies provided for thereby or otherwise available in
respect thereof, all in accordance with the respective terms thereof. All
capitalized terms used in this Note and not otherwise defined herein shall have
the same meanings herein as in the Restructuring Agreement.
The Borrower irrevocably authorizes the Bank to make or cause to be
made, at the time of receipt of any payment of principal of this Note, an
appropriate notation on the grid attached to this Note, or the continuation of
such grid, or any other similar record, including computer records, reflecting
the receipt of such payment. The Outstanding amount of the principal set forth
on the grid attached to this Note, or the continuation of such grid, or any
other similar record, including computer records, maintained by the Bank shall
be PRIMA FACIE evidence of the principal amount thereof owing and unpaid to the
Bank, but the failure to record, or any error in so recording, any such amount
on any such grid, continuation or other record shall not limit or otherwise
affect the obligation of the Borrower hereunder or
7
-2-
under the Restructuring Agreement to make payments of principal of and interest
on this Note when due.
The Borrower has the right in certain circumstances to prepay the whole
or part of the principal of this Note on the terms and conditions specified in
the Restructuring Agreement.
If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Restructuring Agreement.
No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Bank or such holder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.
The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, 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.
THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF
SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE
BORROWER BY MAIL, RETURN RECEIPT REQUESTED, AT THE ADDRESS SPECIFIED IN SS.17 OF
THE RESTRUCTURING AGREEMENT. THE BORROWER HEREBY IRREVOCABLY APPOINTS THE
SECRETARY OF STATE OF NEW YORK AS ITS AGENT FOR SERVICE OF PROCESS IN RESPECT OF
ANY SUCH SUIT. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT
IS BROUGHT IN AN INCONVENIENT COURT.
The payment obligations of the Borrower hereunder are subject the terms
of the Intercreditor Agreement. Pursuant to the terms of the Intercreditor
Agreement
8
-3-
and so long as the Intercreditor Agreement is in effect, the rights and remedies
of the Agent under this Note are limited. In the event of a conflict between the
terms of this Note and the terms of the Intercreditor Agreement, the terms of
the Intercreditor Agreement shall control.
This Note shall be deemed to take effect as a sealed instrument under
the laws of The Commonwealth of Massachusetts.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
9
-4-
IN WITNESS WHEREOF, the undersigned has caused this Note to be signed
in its corporate name and its corporate seal to be impressed thereon by its duly
authorized officer as of the day and year first above written.
[Corporate Seal]
OUTSOURCE INTERNATIONAL, INC.
By: /s/ Jon H. Peterson
----------------------------------
Title: Vice President
10
Amount of Balance of
Amount Principal Paid Principal Notation
Date of Loan or Prepaid Unpaid Made By:
---- ------- -------------- ----------- ---------
11
NOTE
$1,257,237.49 as of August 15, 2000
FOR VALUE RECEIVED, the undersigned OUTSOURCE INTERNATIONAL, INC., a
Florida corporation (the "BORROWER"), hereby promises to pay to the order of
COMERICA BANK (the "BANK") at the Agent's Office (as defined in the
Restructuring Agreement referred to below):
(a) prior to or on the Maturity Date (as defined in the
Restructuring Agreement referred to below) the principal amount of ONE
MILLION TWO HUNDRED FIFTY-SEVEN THOUSAND TWO HUNDRED THIRTY-SEVEN
DOLLARS AND FORTY-NINE CENTS ($1,257,237.49) or, if less, the aggregate
unpaid principal amount of indebtedness owing to the Bank by the
Borrower pursuant to the Restructuring Agreement, dated as of August
15, 2000August __, 2000 (as amended and in effect from time to time,
the "RESTRUCTURING AGREEMENT"), among the Borrower, the Bank and other
parties thereto;
(b) the principal Outstanding hereunder from time to time at
the times provided in the Restructuring Agreement; and
(c) interest on the principal balance hereof from time to time
Outstanding from the Closing Date under the Restructuring Agreement
through and including the maturity date hereof at the times and at the
rate provided in the Restructuring Agreement.
This Note evidences borrowings under and has been issued by the
Borrower in accordance with the terms of the Restructuring Agreement. The Bank
and any holder hereof is entitled to the benefits of the Restructuring
Agreement, the Security Documents and the other Loan Documents, and may enforce
the agreements of the Borrower contained therein, and any holder hereof may
exercise the respective remedies provided for thereby or otherwise available in
respect thereof, all in accordance with the respective terms thereof. All
capitalized terms used in this Note and not otherwise defined herein shall have
the same meanings herein as in the Restructuring Agreement.
The Borrower irrevocably authorizes the Bank to make or cause to be
made, at the time of receipt of any payment of principal of this Note, an
appropriate notation on the grid attached to this Note, or the continuation of
such grid, or any other similar record, including computer records, reflecting
the receipt of such payment. The Outstanding amount of the principal set forth
on the grid attached to this Note, or the continuation of such grid, or any
other similar record, including computer records, maintained by the Bank shall
be PRIMA FACIE evidence of the principal amount thereof owing and unpaid to the
Bank, but the failure to record, or any error in so recording, any such amount
on any such grid, continuation or other record shall not limit or otherwise
affect the obligation of the Borrower hereunder or
12
-2-
under the Restructuring Agreement to make payments of principal of and interest
on this Note when due.
The Borrower has the right in certain circumstances to prepay the whole
or part of the principal of this Note on the terms and conditions specified in
the Restructuring Agreement.
If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Restructuring Agreement.
No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Bank or such holder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.
The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, 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.
THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF
SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE
BORROWER BY MAIL, RETURN RECEIPT REQUESTED, AT THE ADDRESS SPECIFIED IN SS.17 OF
THE RESTRUCTURING AGREEMENT. THE BORROWER HEREBY IRREVOCABLY APPOINTS THE
SECRETARY OF STATE OF NEW YORK AS ITS AGENT FOR SERVICE OF PROCESS IN RESPECT OF
ANY SUCH SUIT. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT
IS BROUGHT IN AN INCONVENIENT COURT.
The payment obligations of the Borrower hereunder are subject the terms
of the Intercreditor Agreement. Pursuant to the terms of the Intercreditor
Agreement
13
-3-
and so long as the Intercreditor Agreement is in effect, the rights and remedies
of the Agent under this Note are limited. In the event of a conflict between the
terms of this Note and the terms of the Intercreditor Agreement, the terms of
the Intercreditor Agreement shall control.
This Note shall be deemed to take effect as a sealed instrument under
the laws of The Commonwealth of Massachusetts.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
14
-4-
IN WITNESS WHEREOF, the undersigned has caused this Note to be signed
in its corporate name and its corporate seal to be impressed thereon by its duly
authorized officer as of the day and year first above written.
[Corporate Seal]
OUTSOURCE INTERNATIONAL, INC.
By: /s/ Jon H. Peterson
--------------------------------------
Title: Vice President
15
Amount of Balance of
Amount Principal Paid Principal Notation
Date of Loan or Prepaid Unpaid Made By:
---- ------- -------------- ----------- ---------
16
NOTE
$628,618.74 as of August 15, 2000
FOR VALUE RECEIVED, the undersigned OUTSOURCE INTERNATIONAL, INC., a
Florida corporation (the "BORROWER"), hereby promises to pay to the order of
SUNTRUST BANK (the "BANK") at the Agent's Office (as defined in the
Restructuring Agreement referred to below):
(a) prior to or on the Maturity Date (as defined in the
Restructuring Agreement referred to below) the principal amount of SIX
HUNDRED TWENTY-EIGHT THOUSAND SIX HUNDRED EIGHTEEN DOLLARS AND
SEVENTY-FOUR CENTS ($628,618.74) or, if less, the aggregate unpaid
principal amount of indebtedness owing to the Bank by the Borrower
pursuant to the Restructuring Agreement, dated as of August 15,
2000August __, 2000 (as amended and in effect from time to time, the
"RESTRUCTURING AGREEMENT"), among the Borrower, the Bank and other
parties thereto;
(b) the principal Outstanding hereunder from time to time at
the times provided in the Restructuring Agreement; and
(c) interest on the principal balance hereof from time to time
Outstanding from the Closing Date under the Restructuring Agreement
through and including the maturity date hereof at the times and at the
rate provided in the Restructuring Agreement.
This Note evidences borrowings under and has been issued by the
Borrower in accordance with the terms of the Restructuring Agreement. The Bank
and any holder hereof is entitled to the benefits of the Restructuring
Agreement, the Security Documents and the other Loan Documents, and may enforce
the agreements of the Borrower contained therein, and any holder hereof may
exercise the respective remedies provided for thereby or otherwise available in
respect thereof, all in accordance with the respective terms thereof. All
capitalized terms used in this Note and not otherwise defined herein shall have
the same meanings herein as in the Restructuring Agreement.
The Borrower irrevocably authorizes the Bank to make or cause to be
made, at the time of receipt of any payment of principal of this Note, an
appropriate notation on the grid attached to this Note, or the continuation of
such grid, or any other similar record, including computer records, reflecting
the receipt of such payment. The Outstanding amount of the principal set forth
on the grid attached to this Note, or the continuation of such grid, or any
other similar record, including computer records, maintained by the Bank shall
be PRIMA FACIE evidence of the principal amount thereof owing and unpaid to the
Bank, but the failure to record, or any error in so recording, any such amount
on any such grid, continuation or other record shall not limit or otherwise
affect the obligation of the Borrower hereunder or
17
-2-
under the Restructuring Agreement to make payments of principal of and interest
on this Note when due.
The Borrower has the right in certain circumstances to prepay the whole
or part of the principal of this Note on the terms and conditions specified in
the Restructuring Agreement.
If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Restructuring Agreement.
No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Bank or such holder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.
The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, 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.
THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF
SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE
BORROWER BY MAIL, RETURN RECEIPT REQUESTED, AT THE ADDRESS SPECIFIED IN SS.17 OF
THE RESTRUCTURING AGREEMENT. THE BORROWER HEREBY IRREVOCABLY APPOINTS THE
SECRETARY OF STATE OF NEW YORK AS ITS AGENT FOR SERVICE OF PROCESS IN RESPECT OF
ANY SUCH SUIT. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT
IS BROUGHT IN AN INCONVENIENT COURT.
The payment obligations of the Borrower hereunder are subject the terms
of the Intercreditor Agreement. Pursuant to the terms of the Intercreditor
Agreement
18
-3-
and so long as the Intercreditor Agreement is in effect, the rights and remedies
of the Agent under this Note are limited. In the event of a conflict between the
terms of this Note and the terms of the Intercreditor Agreement, the terms of
the Intercreditor Agreement shall control.
This Note shall be deemed to take effect as a sealed instrument under
the laws of The Commonwealth of Massachusetts.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
19
-4-
IN WITNESS WHEREOF, the undersigned has caused this Note to be signed
in its corporate name and its corporate seal to be impressed thereon by its duly
authorized officer as of the day and year first above written.
[Corporate Seal]
OUTSOURCE INTERNATIONAL, INC.
By: /s/ Jon H. Peterson
-----------------------------------------
Title: Vice President
20
Amount of Balance of
Amount Principal Paid Principal Notation
Date of Loan or Prepaid Unpaid Made By:
---- ------- -------------- ----------- ---------