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EXHIBIT 10.49
INSTALLMENT NOTE
$2,131,000.00 Mobile AL December 1997
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(City) (State) (Date)
For value received, the undersigned (whether one or more, hereinafter
called the "Obligors") promise(s) to pay to the order of SouthTrust Bank,
National Association (hereinafter called the "Bank" or, together with any other
holder of this note, the "Holder"), at any office of the Bank in Birmingham,
Alabama, or at such other place as the Holder may designate, the principal sum
of Two Million One Hundred Thirty One Thousand and no/100------- Dollars,
together with interest thereon at the rate provided below from the date of this
note (or other interest accrual date shown below) until maturity (whether as
originally scheduled or upon acceleration following default), and with interest
on the unpaid balance of the principal sum (plus accrued but unpaid interest at
maturity, to the extent permitted by law) at the rate which is 2 percent per
annum in excess of the rate provided below or the maximum rate allowed by law,
whichever is less, from maturity until said indebtedness is paid in full.
Interest will continue to accrue daily on the entire unpaid balance of the
principal sum of this note until each payment under this note is received by
the Holder at the address provided above. Interest will accrue beginning on the
date of this note unless another date is shown here: _________________, 19__.
INTEREST RATE. Interest will accrue on the above-stated principal sum as follows (mark applicable provision):
___ Variable Rate Interest will accrue on the above-stated principal sum at the rate per annum which is ____________ percentage
points in excess of the Index Rate. Unless another rate is made applicable below, the "Index Rate" is the rate
of interest designated by the Bank periodically as its Base Rate. The Base Rate is not necessarily the lowest
rate charged by the Bank. The Base Rate on the date of this note is _________ percent.
___ (check box if applicable) The "Index Rate is the weekly auction average yield of ________-week U.S.
Treasury Bills at the most recent auction prior to the date the interest rate payable under this note is
calculated. The Index Rate on the date of this note is _______ percent.
The rate of interest payable under this note will change to reflect any change on the Index Rate:
___ on any day the Index Rate changes. ___ on the _________ day of each month hereafter.
___ on the day each payment of interest is due as provided below. ___ _____________________________________.
Obligors may prepay this note in full at any time without penalty.
_X_ Fixed Rate Interest will accrue on the above-stated principal sum at the rate of 8.19 percent per annum.
Interest on the principal sum will be calculated at the rate set forth
above on the basis of a 360-day year and the actual number of days elapsed by
multiplying the principal sum by the per annum rate set forth above,
multiplying the product thereof by the actual number of days elapsed, and
dividing the product so obtained by 360.
PAYMENT SCHEDULE. The above-stated principal sum and interest thereon shall be paid as follows (mark applicable provision):
___ Installments The Obligors promise to pay the above-stated principal sum in __________ consecutive
of Principal, ___ monthly installments ___ quarterly installments ___ __________________ installments in the amount
Interest Paid of $_____________________ each, beginning _____________________, 19____ and continuing on the same day of each
Separately month, quarter, or other period (as applicable) thereafter until ___________________________, 19____ at which
time a final installment in the amount of the unpaid balance of the principal sum and all accrued but unpaid
interest thereon shall be due and payable.
The Obligors promise to pay accrued interest on the principal sum
___ monthly ___ quarterly ___ ______________________________________ beginning
_________________________________, 19____ and continuing on the same day of each month, quarter, or other
period (as applicable) thereafter until final maturity of the principal sum.
_X_ Installments The Obligors promise to pay the above-stated principal sum and interest thereon in 35 consecutive
of Principal _X_ monthly installments ___ quarterly installments ___ __________________ installments in the amount
and Interest of $66,964.74 each, beginning January, 1998 and continuing on the same day of each month, quarter, or other
period (as applicable) thereafter until December, 2000 at which time a final installment in the amount of the
unpaid balance of the principal sum and all accrued but unpaid interest thereon shall be due and payable.
All payments under this note shall be made in U.S. dollars and in immediately
available funds at the place where payment is due.
LOAN FEE. (This provision applicable only if completed):
A loan fee in the amount of $________________________ has been _____
included in the amount of this note and paid to the Bank from the loan
proceeds. _____ paid to the Bank by cash or check at closing. The loan fee is
earned by the Bank when paid and is not subject to refund except to the extent
required by law.
LATE CHARGE.
If any scheduled payment is in default 10 days or more, Obligors agree to
pay a late charge equal to 5% of the amount of the payment which is in default,
but not less than $.50 or more than the maximum amount allowed by applicable
law. The preceding sentence does not apply if the original principal amount of
this Note is less than $2,000.
PREPAYMENT.
If the interest rate on this note is a variable rate, Obligors may prepay
this note in full at any time without premium or penalty. If the interest rate
on this note is a fixed rate, unless the paragraph which follows is applicable,
prepayment of the principal sum of this note in whole or in part is not
permitted.
___ If this line is marked, and if the interest rate on this note is a fixed
rate, Obligors may not prepay this note in whole or in part during the first
year after the date of this note unless the Holder consents. Thereafter,
prepayment will be permitted on any scheduled payment date on condition that
the amount of the prepayment must equal the sum of (a) the principal amount
prepaid plus (b) accrued interest on the amount (c) a premium equal to 1% of the
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LATE CHARGE.
If any scheduled payment is in default 10 days or more, Obligors agree to
pay a late charge equal to 5% of the amount of the payment which is in default,
but not less than $.50 or more than the maximum amount allowed by applicable
law. The preceding sentence does not apply if the original principal amount of
this Note is less than $2,000.
PREPAYMENT.
If the interest rate on this note is a variable rate, Obligors may prepay
this note in full at any time without premium or penalty. If the interest rate
on this note is a fixed rate, unless the paragraph which follows is applicable,
prepayment of the principal sum of this note in whole or in part is not
permitted.
______If this line is marked, and if the interest rate on this note is a fixed
rate, Obligors may not prepay this note in whole or in part during the first
year after the date of this note unless the Holder consents. Thereafter,
prepayment will be permitted on any scheduled payment date on condition that the
amount of the prepayment must equal the sum of (a) the principal amount prepaid
plus (b) accrued interest on the amount prepaid plus (c) a premium equal to 1%
of the principal amount prepaid multiplied times the number of years or parts of
a year remaining until final scheduled maturity of this note. No prepayment
premium need be paid if prepayment is made within one year prior to the final
scheduled maturity of this note. As used in this paragraph, "prepayment"
includes payment following acceleration of the maturity of this note after
default by the Obligors if the Obligors were able to pay as agreed but failed to
pay in order to induce the Holder to accelerate the maturity of this note.
If prepayment in full without penalty or premium is required to be
permitted by applicable law, the foregoing provisions will not apply and
prepayment will be allowed in accordance with such law.
COLLATERAL.
This note is secured by every security agreement, pledge, assignment,
stock power, mortgage, deed of trust, security deed and/or other instrument
covering personal or real property (all of which are hereinafter included in the
term "Separate Agreements") which secures an obligation so defined as to include
this note, including without limitation all such Separate Agreements which are
of even date herewith and/or described in the space below. In addition, as
security for the payment of any and all liabilities and obligations of the
Obligors to the Holder (including this note and the indebtedness evidenced by
this note and all extensions, renewals and modifications thereof, and all
writings delivered in substitution therefor) and all claims of every nature of
the Holder against the Obligors, whether present or future, and whether joint or
several, absolute or contingent, matured or unmatured, liquidated or
unliquidated, direct or indirect (all of the foregoing are hereinafter included
in the term "Obligations"), the Obligors hereby assign to the Holder and grant
to the Holder a security interest in and security title to the property (the
"Collateral") described below: (Describe Separate Agreements and Collateral.)
Equipment as more fully described on Exhibit A attached hereto and made a
part hereof, along with any renewals, substitutions, attachments, replacements
and cash or non-cash proceeds of the foregoing.
The Obligors are jointly and severally liable for the payment of this note
and subscribed their names hereto without condition that anyone else should sign
or become bound hereon and without any other condition whatever being made. The
provisions printed on the back of this page are a part of this note. The
provisions of this note are binding on the heirs, executors, administrators,
successors and assigns of each and every Obligor and shall inure to the behalf
of the Holder, its successors and assigns. This note is executed under the seal
of each of the Obligors and of the indorsers, if any, with the intention that it
be an instrument under seal.
CAUTION: IT IS IMPORTANT THAT YOU
THOROUGHLY READ THE CONTRACT
BEFORE YOU SIGN IT.
Address of Obligor:
360 Central Avenue Insurance Management Solutions, Inc. [L.S.]
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St. Petersburg, FL 33701 By /s/ G. Kristin Delano Secretary
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Title
No. AKT
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Officer: TM Signature [L.S.]
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Branch: 52 Signature [L.S.]
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