1
EXHIBIT 10.50
PROMISSORY NOTE
$500,000.00 Mobile , AL December 30, 1997
- ------------------ ------------------- -------- -------------- --
(City) (State) (Date)
For the 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 Five Hundred Thousand and no/100 Dollars, together with interest thereon at
the rate and on the date(s) provided below from the date of this note (or other
interest accrual date shown below) until maturity of the principal sum, 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 stated below or the maximum rate
allowed by law, whichever is less, from maturity until said aggregate
indebtedness is paid in full. Interest will accrue beginning on the date of
this note unless another date is shown here: ________________________, 19 ___.
INTEREST RATE The above-stated principal sum shall accrue interest as follows (mark applicable provision):
- ------------- Interest will accrue on the above-stated principal sum at the rate per annum which is _____________
Variable Rate 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.
____ (mark line 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 Index Rate 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 to any change in the Index Rate.
____ on any day the Index Rate changes. ___ on the __________ day of each month thereafter.
____ 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):
- ------------------- The Obligors promise to pay the above-stated principal sum in full:
X Single Payment
- ---- of Principal X on February 28, 1998. _________ on demand.
___ on demand, but if no demand is made, then on _____________ ____ ______________________________________
________________________________________________, 19______. ____ ______________________________________
The Obligors promise to pay accrued interest on the principal sum:
___ at maturity of the principal sum. X monthly on the 30th day of each month
---- January 30, 1998, and at maturity.
___ quarterly beginning on _____________________, 19____,
on the same day every three months thereafter, and at
maturity. ____ ________________________________________
All payments under this note shall be made in U.S. dollars and in immediately
available funds at the place where payments 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 payment of the principal sum or any scheduled payment of interest is
late 10 days or more, Obligors promise to pay a late charge equal to one-half
of one percent (1/2%) of the amount of the payment which is late, subject to a
minimum late charge of $.50 and a maximum late charge of $250.00.
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
modification 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 grant to
the Holder a security interest in and security title to the property 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.
2
renewals and modification 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, liquidate ??? unliquidated, direct or indirect (all of the
foregoing are hereinafter included in the term Obligation ??? the Obligors
hereby grant to the Holder a security ?????? and security title to the property
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.
If this note is payable on demand, or on demand but not later than a
stated date, all of the Obligations shall be due and payable in full upon
demand by the Holder, whether or not any default described below has occurred
and whether or not the Holder reasonably deems itself to be insecure. If this
note has no provision for payment on demand, the following terms apply: if
default occurs in the payment of any principal or interest or any other sum
under this note exactly when due or with respect to any promise or agreement
contained in this note (time being of the essence of every provision of this
note); or if any of the Obligors shall fail to pay any other debt or obligation
to the Holder exactly when due; or if for any reason whatever the Collateral
shall cease to be satisfactory to the Holder; or if any of the Obligors or any
guarantor or indorser of this note shall die (if an individual) or dissolve or
cease to do business (if a partnership or corporation); or if any of the
Obligors or any guarantor or indorser of this note becomes insolvent, or makes
a general assignment of the benefit of creditors, or files or has filed
against him, her, or if a petition under any chapter of the United States
Bankruptcy Code, or files or has filed against him, her, or if an application
in any court of the appointment of a receiver of trustee for any substantial
part of his, her, or its property or assets, or if a judgment or arbitration
award is entered against any Obligor or any guarantor or indorser of this note
or a levy, writ of execution, attachment, garnishment, seizure, or similar writ
or judicial process is issued against any of the Obligors or any such guarantor
or indorser or any of his, her, or its property or assets; or if any
Obligor, indorser or guarantor of this note transfers all or any valuable part
of his, her, or its assets outside the ordinary course of business, or wastes
loses, or dissipates or permits waste, loss or dissipation of any valuable part
of such person's assets; or if any Obligor, indorser or guarantor of this note
is a partnership and any general partner of such partnership withdraws or is
removed; or if any Obligor, indorser or guarantor of this note is a corporation
and ownership or power to vote more than 50 percent of the voting stock of such
corporation is transferred, directly or indirectly (including through any
voting trust, irrevocable proxy, or the like), during any 12 month period; or
if there occurs any default or event authorizing acceleration as provided under
any Separate Agreement; or if any of the Obligors or any indorser or guarantor
breaches any subordination agrement or intercreditor agreement made with or for
the benefit of the Holder; or if at any time in the sole opinion of the Holder
the financial responsibility of any Obligor or any indorser or guarantor of
this note shall become impaired; or the Holder otherwise deems itself to be
insecure then, if any of the foregoing occur, all unpaid amount of any or all
of the Obligations (including this note) and all accrued but unpaid interest
thereon shall, at the option of the Holder and without notice or demand, become
immediately due and payable, notwithstanding any time or credit allowed under
any of the Obligations or under any instrument evidencing the same.
The Obligors are jointly and severally liable for the payment of this
note and have 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 benefit of the Holder, its successors and assigns. This note is
executed under the seal of each of the Obligors and the 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.
- ------------------------------ -----------------------------------[LS.]
St. Petersburg, FL 33701 By /s/ G. Kristin Delano Secretary
- ------------------------------ --------------------------------[LS.]
Title
No. AKT Signature
-------------------------- -----------------------------------[LS.]
Officer: TM
---------------------
Branch: 52 Signature
---------------------- -----------------------------------[LS.]
Sandy F. Hesley