EXHIBIT 10.24
REVOLVER NOTE
$2,000,000.00 May 19, 1997
FOR VALUE RECEIVED, ▇▇▇▇▇▇▇ EDUCATION GROUP, INC., f/k/a ▇▇▇▇▇▇▇ Medical
Corp., a New Jersey corporation ("Borrower"), promises to pay to the order of
▇▇▇▇▇▇▇ BANK, N.A.
a national banking corporation ("Lender") (successor by merger and name
change to ▇▇▇▇▇▇▇ Bank of South Florida, N.A.), the principal sum of
TWO MILLION DOLLARS
and the Borrower further promises to pay to the Lender interest monthly, on
the 30th day of each month, until repaid in full, on the principal amount
evidenced hereby and from time to time outstanding at a rate per annum
determined in accordance with the Credit Agreement (as defined below). The rate
of interest to be applied and the amount of interest to be paid on the daily
outstanding balance of principal evidenced hereby shall be calculated on an
assumed year of 360 days for the number of days actually elapsed.
The Borrower agrees to pay the outstanding principal indebtedness evidence
by this note in full on April 14, 1999. All advances made hereunder by the
Lender to the Borrower and all payments made on account of principal hereof
shall be recorded by the Lender and, prior to transfer hereof, endorsed on the
grid attached hereto. - The Borrower further promises and agrees that:
1. This Note is executed pursuant to, and is entitled to the benefits of,
that certain Credit Agreement, dated as of April 11, 1996, as amended by
amendment dated August 14, 1996, as further amended by amendment dated October
31, 1996, and as amended by amendment of even date herewith (collectively, the
"Credit Agreement") among the Lender, the Borrower and the Guarantor, the terms
of which are incorporated herein by this reference as if fully set forth herein.
Provided no Event of Default has occurred and is continuing, the Borrower may
borrow, prepay and reborrow provided the aggregate principal amount outstanding
from time to time and at any time does not exceed $2,000,000.00.
2. This Borrower shall be in default under the terms of this note upon the
occurrence and continuation of an Event of Default as defined and described in
the Credit Agreement.
1
3. At any time after the occurrence and continuation of any Event of
Default, the indebtedness evidenced by this note and/or any note(s) or other
obligation(s) which may be taken in renewal, extension, substitution, or
modification of all or any part of the indebtedness evidenced thereby and all
other Obligations of the Borrower to the Lender, howsoever created and existing
under the Credit Agreement, that certain Term Note, dated April 11, 1996 from
the Borrower to the Lender or otherwise, shall immediately become due and
payable without demand upon or notice to the Borrower, and the Lender shall be
entitled to exercise the other remedies set forth in the Credit Agreement or as
otherwise provided at law or in equity.
4. Upon the occurrence and during the continuance of any Event of Default,
the Lender is authorized, without further notice to the Borrower (the giving of
notice being expressly waived by the Borrower) to set off and apply any
indebtedness owing by the Lender to the Borrower against the indebtedness
evidenced by this note, although then contingent or unmatured. The Lender agrees
to notify the Borrower after any such setoff and application; provided, however,
the failure to give such notice shall not affect the validity of such setoff and
application. The rights of the Lender under this Paragraph 4 are in addition to
any other rights and remedies which the Lender may have.
5. The Lender may transfer this note and the transferee(s) shall thereupon
become vested with all the powers, rights, and obligations herein given to the
Lender with respect thereto; and the Lender shall thereafter be forever relieved
and fully discharged from any liability or responsibility in the matter.
6. The Borrower hereby waives presentment for payment, demand, notice of
dishonor and protest and agrees that (i) any right of setoff securing any
indebtedness evidenced by this note may, from time to time, in whole or in part,
be exchanged or released, and any person liable on or with respect tot he
indebtedness evidenced by this note may be released -- all without notice to or
further reservations of rights against the Borrower, any indorser, surety or
guarantor and all without in any way affecting or releasing the liability of the
Borrower, any indorser, surety or guarantor; and (ii) none of the terms or
provisions of this note may be waived, altered, modified or amended except as
the Lender may consent thereto in writing.
7. In the event of any litigation involving this note, the prevailing party
shall be entitled to collect reasonable attorneys' fees, out-of-pocket expenses,
and court costs. As used in this note, the term, "attorneys' fees", shall mean
reasonable charges and expenses for legal services at the trial and/or appellate
level and/or in pre- and post-judgment or bankruptcy proceedings.
2
8. Both principal and interest of this note shall be payable in lawful
currency of the United States of America to the Lender at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other place or to such other person as may be
designated in writing by the Lender, in immediately available (same day) funds
without deduction for or on account of any present or future taxes levied or
imposed on this note, the proceeds hereof, or on the Borrower or holder hereof
by any government, or any instrumentality, authority or political subdivision
thereof. The Borrower agrees, upon the request of the Lender, to pay all such
taxes (other than taxes on or measured by net income of the holder hereof) in
addition to the principal and interest evidenced by this note.
9. Any installment of principal and/or interest evidenced by this note
which is not paid on the day when such payment is scheduled to be made,
regardless of whether or not the Lender has accelerated payment of any or all
sums outstanding under this note, shall bear interest from the day when due
(including any grace period) until said amount is paid in full, payable on
demand, at a rate per annum equal at all times to the sum of (i) the rate
otherwise applicable hereunder plus (ii) four percent (4%).
10. This note shall be deemed to have been made under and shall be governed
by the laws of the State of Florida in all respects [except as to interest rates
and other terms of lending which, by virtue of a federal preemption or, at the
election of the Lender, are or may be governed by the laws of the United
States], including matters of construction, validity, and performance. If any
provision of this note shall be deemed unenforceable under applicable law, such
provision shall be ineffective, but only to the extent of such unenforceability,
without invalidating the remainder of such provision or the remaining provisions
of this note. If more than one person signs this note as a maker, each shall be
jointly and severally liable hereunder. All of the terms and provisions of this
note shall be applicable to and be binding upon each and every maker, indorser,
surety, guarantor, all other persons who are or may become liable for the
payment hereof and their heirs, personal representatives, successors or assigns.
11. THE BORROWER, AND THE LENDER IN ACCEPTING DELIVERY OF THIS NOTE, HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO
TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED ON THIS NOTE OR THE CREDIT
AGREEMENT OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE CREDIT
AGREEMENT OR ANY OTHER AGREEMENT SIGNED OR CONTEMPLATED TO BE SIGNED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY OR THE DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS THEREOF. THE INCLUDING OF THIS PROVISION IS A MATERIAL
INDUCEMENT TO THE LENDER TO EXTEND CREDIT TO THE BORROWER.
▇▇▇▇▇▇▇ EDUCATION GROUP, INC.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
======================================
▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: PRESIDENT
4