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EXHIBIT 10.55
PROMISSORY NOTE
(TERM LOAN)
(This Note amends and restructures as a term obligation the Borrower's line of
credit note no. 02007144-13)
$3,972,900.87 Note No.:
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Farmington Hills, Michigan
Due Date: September 30, 2001 Dated: September 25, 2000
FOR VALUE RECEIVED, the undersigned, jointly and severally (the
"Borrower"), promise to pay to the order of MICHIGAN NATIONAL BANK, a national
banking association (the "Bank"), at any office of the Bank located in the State
of Michigan or at such other place as Bank may designate in writing, the
principal sum of THREE MILLION NINE HUNDRED SEVENTY TWO THOUSAND NINE HUNDRED
AND 87/100 DOLLARS ($3,972,900.87), with interest as hereinafter provided, all
in lawful money of the United States of America. The unpaid principal balance of
this promissory note ("Note") shall bear interest computed on the basis of the
actual number of days elapsed in a year consisting of 360 days, at a rate of
interest (the "Effective Interest Rate") which is equal to:
One percent (1%) per annum in excess of that rate of interest
established by Bank as its prime rate (the "Index"), as such Index may
vary from time to time. Xxxxxxxx understands and agrees that the
Effective Interest Rate payable to Bank under this Note shall be
determined by reference to the Index, and not by reference to the
actual rate of interest charged by the Bank to any particular
borrower(s). If the Index shall be increased or decreased, the
Effective Interest Rate under this Note shall be increased or decreased
by the same amount, effective the day of each increase or decrease in
the Index. If at any time the Bank shall abandon the quotation of that
rate of interest used as the Index for this Note or the Index shall
otherwise cease to exist, the Index shall be the base or prime
commercial lending rate established by the Bank or its successor.
This Note shall be paid to the Bank in consecutive payments of Eighty
Five Thousand Three Hundred Ninety Three and 14/100 DOLLARS ($85,393.14) each
including interest accrued to the date of such payment, commencing on the 1st
day of November, 2000, and continuing on the 1st day of each month thereafter,
until the Due Date, upon which date the entire unpaid principal balance of this
Note and all accrued and unpaid interest shall be due and payable to Bank in
full.
If this Note provides for installment payments of principal and
interest and a variable interest rate, then upon any change in the Index,
upwards or downwards, the installment payments due under this Note shall be
adjusted by the Bank, as of the next installment due date after the Index
change, to maintain amortization of the unpaid principal balance of this Note
over the original amortization period.
Borrower expressly assumes all risks of loss or delay in the delivery
of any payments made by mail, and no course of conduct or dealing shall affect
Borrower's assumption of these risks. Borrower shall not be required to pay
interest at a rate greater than the maximum allowed by law and any interest
payment received by Bank, which exceeds the maximum legal rate, shall be
automatically credited upon the unpaid principal balance of this Note. If the
Bank determines the Effective Interest Rate is, or may be, usurious or otherwise
limited by law, the unpaid balance of this Note shall, at Bank's option, become
immediately due and payable.
This Note may be prepaid, in full or in part, at any time without
penalty. All partial prepayments shall be applied against the last accruing
installment or amount due under this Note and no partial prepayments shall
affect the obligation of Borrower to continue making all payments specified in
this Note until the entire unpaid principal and all accrued interest shall have
been paid in full. All payments received shall, at the option of the Bank, first
be applied against accrued and unpaid interest and the balance against
principal.
Upon the occurrence of any of the following events ("Events of
Default") the Bank, at its option, and without notice to Borrower, may declare
the entire unpaid principal balance of this Note, all accrued interest, and all
other indebtedness of Borrower to Bank, to be immediately due and payable: (a)
failure to pay any principal or interest payment to Bank when due; (b) any
statement, warranty, or representation of Borrower or any guarantor made in this
Note, the Related Documents, or in any financial statement now or hereafter
furnished to the Bank by or on behalf of the Borrower or any guarantor, is false
or misleading; (c) breach of any covenant, term, condition, or agreement stated
in this Note or in any of the Related Documents by Borrower or any guarantor;
(d) Borrower or any guarantor ceases doing business or Borrower's or any
guarantor's existence is terminated by death, sale, dissolution, merger or
otherwise; (e) any conveyance is made of substantially all of Borrower's assets,
any assignment is made for the benefit of creditors, any receiver is appointed
for Borrower, or any insolvency, liquidation or reorganization proceeding is
filed by or against Borrower under the Bankruptcy Code or otherwise; (f) any
attachment, execution, levy, forfeiture, tax lien, or similar writ or process is
issued against any of Borrower's property; (g) any felony criminal proceeding is
brought against Borrower, Borrower's management, or any guarantor; (h) Bank
determines the interest rate charged by Bank on any loan to Borrower is usurious
or otherwise unlawful or limited; (i) any material adverse change occurs or is
imminent, the effect of which would be to substantially diminish Borrower's or
any guarantor's financial condition, business, ability to perform their
agreements with Bank, or the value of any collateral securing Borrower's
indebtedness and other obligations to the Bank; (j) any other Borrower
indebtedness to the Bank or any other creditor remains unpaid after acceleration
of the maturity or after the maturity stated.
Upon the occurrence of any Event of Default or upon non-payment of this
Note after demand, the unpaid principal balance of this Note shall bear interest
at a rate, which is two percent (2%) greater than the Effective Interest Rate
otherwise applicable. If any payment due under this Note is not paid within ten
(10) days after the
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date due, then, at the option of the Bank, a late charge of not more than five
cents ($0.05) for each dollar of the installment past due may be charged by
Bank. Xxxxxxxx agrees to pay all of Bank's costs incurred in the collection of
this Note, including reasonable attorney fees.
Acceptance by Bank of any payment in an amount less than the amount
then due shall be deemed an acceptance on account only, and Xxxxxxxx's failure
to pay the entire amount due shall be an Event of Default. Borrower and all
guarantors hereof do hereby (i) jointly and severally waive presentment for
payment, demand, notice of nonpayment, notice of protest or protest of this
Note, any defenses under 3-605 of the Michigan Uniform Commercial Code, the
release of any collateral or part thereof, with or without substitution, and
Bank diligence in collection or bringing suit, and (ii) consent to any and all
extensions of time, renewals, waivers, or modifications as may be granted by
Bank with respect to payment or any other provisions of this Note. The liability
of the Borrower under this Note shall be absolute and unconditional, without
regard to the liability of any other party. This Note shall be deemed to have
been executed in, and the laws of the State of Michigan hereunder shall govern
all rights and obligations.
This Note evidences a Loan made under the terms of a Business Loan Agreement
dated September 25th, 2000 and any amendments thereto and is secured by:
[X] Security Agreement dated September 25th, 2000
Reference is hereby made to the document(s) and other agreement(s)
described above (the "Related Documents") for additional terms and conditions
relating to this Note.
BORROWER
UNITED AMERICAN HEALTHCARE CORPORATION,
a Michigan corporation
XXXXXXXX ADDRESS:
0000 Xxxxxxx Xxxx Xxxx., Xxxxx 000 By: Xxxxxxx X. Xxxxx, Xx.
Detroit, Michigan 48207 ------------------------------------
Xxxxxxx Xxxxx
Its: Chief Operating Officer
00-0000000
TAX ID OR SOCIAL SECURITY NO.
106896
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