EX-10.8: MASTER REVOLVING NOTE



 


EXHIBIT 10.8


Master Revolving Note




	 	 	 	 	 	 	 
	

	AMOUNT

$10,000,000.00	 	
NOTE DATE

August 31, 2001
	 	MATURITY DATE

DEMAND
	 	TAX IDENTIFICATION NUMBER

59-3279-648
	




         For Value Received, the undersigned promise(s) to pay immediately upon
demand, with respect to any demand made during the existence of any Default
(defined below) after the expiration of any cure period applicable with respect
to such Default (if any), and within ninety (90) days after demand, with
respect to a demand made when no Default exists, to the order of Comerica Bank
(“Bank”), at any office of the Bank in the State of Michigan, Ten Million and
00/100 Dollars (U.S.) ($10,000,000.00) (or that portion of it advanced by the
Bank and not repaid as later provided) with interest until demand or until
Default, as later defined, at a per annum rate equal to the LIBOR-based Rate or
the Overnight-based Rate subject to the terms hereof, and after that at a rate
equal to the rate of interest otherwise prevailing under this Note plus three
percent (3%) per annum (but in no event in excess of the maximum rate permitted
by law). Interest rate changes will be effective for interest computation
purposes as and when the LIBOR Rate or Overnight Rate, as applicable, change.
Interest shall be calculated on the basis of a 360-day year for the actual
number of days the principal is outstanding. Unless sooner demanded, accrued
interest on this Note shall be billed as of the first day of each month
commencing September 1, 2001 and shall be due within five business days of each
such billing. If any payment of principal or interest under this Note shall be
payable on a day other than a day on which the Bank is open for business, this
payment shall be extended to the next succeeding business day and interest
shall be payable at the rate specified in this Note during this extension. A
late payment charge equal to 5% of each late payment may be charged on any
payment not received by the Bank within 10 business days after the payment due
date, but acceptance of payment of this charge shall not waive any Default
under this Note.


         This Note is made in connection with the letter agreement between the
undersigned and Bank dated of even date herewith (as it may be amended from
time to time, the “Agreement”), the terms and conditions of which are
incorporated herein by reference. To the extent there is any inconsistency
between the Agreement and this Note, this Note shall govern and control.


         All Loan Advances shall bear interest at the LIBOR-based Rate or the
Overnight-based Rate as elected by the undersigned in advance, by written
notice received by Bank prior to the first day of each calendar month, which
rate shall be the rate of interest for all Loan Advances outstanding during
that month. If Bank does not receive timely notice of a rate election for any
month, the rate of interest for all Loan Advances for each day of that month
shall be calculated using the last basis for interest calculation in effect
during the preceding month. The written notice of rate election for Loan
Advances shall be in the form of Exhibit A attached hereto, and may be
submitted to Bank by mail or facsimile or in any other manner acceptable to
Bank at the address specified in the Notice of Rate Election form, attached or
such other address as may be designated by Bank from time to time. The first
rate election for Loan Advances of the undersigned under this Note, which shall
be the rate of interest for Loan Advances from the date hereof through the last
day of the current month, is the
Overnight-based Rate. Nothing herein shall limit Bank’s ability to refuse
any advance hereunder at any time when any Default shall exist.


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         For the purposes of this Note, the following terms have the following
meanings:


         “Applicable LIBOR Margin” means two percent (2%) per annum.


         “Applicable Overnight Margin” means two and fifteen one-hundredth percent
(2.15%).


         “LIBOR Rate” means, for any day, the per annum rate of interest for one
month U.S. Dollar deposits reported on page BBAM of the Bloomberg Financial
Markets Information Services as of 11:00 a.m. London time on such day, or if
such day is not a business day in London, then the preceding London business
day.


         “LIBOR-based Rate” means, for any day, a per annum rate of interest equal
to the LIBOR Rate in effect for such day plus the Applicable LIBOR Margin per
annum.


         “Overnight Rate” means, for any day, a per annum rate of interest
determined by Bank, in its sole discretion, to be the prevailing overnight
federal funds rate on such date.


         “Overnight-based Rate” means, for any day, a per annum rate of interest
equal to the Overnight Rate from time to time in effect plus the Applicable
Overnight Margin per annum.


         “Regular Warehouse Loan Advances”, “Wet Funding Advances” and “Jumbo
Mortgage Advance”, each have the meanings given them in the Letter Agreement.


         The principal amount payable under this Note shall be the sum of all
advances made by the Bank to or at the request of the undersigned, less
principal payments actually received in cash by the Bank. The books and records
of the Bank shall be the best evidence of the principal amount and the unpaid
interest amount owing at any time under this Note and shall be conclusive
absent manifest error. No interest shall accrue under this Note until the date
of the first advance made by the Bank; after that interest on all advances
shall accrue and be computed on the principal balance outstanding from time to
time under this Note until the same is paid in full.


         This Note and any other indebtedness and liabilities of any kind of the
undersigned to the Bank, and any and all modifications, renewals or extensions
of it, whether joint or several, contingent or absolute, now existing or later
arising, and however evidenced (collectively “Indebtedness”) are secured by and
the Bank is granted a security interest in all items deposited in any account
of the undersigned with the Bank and by all proceeds of these items (cash or
otherwise), all account balances of the undersigned from time to time with the
Bank, by all property of the undersigned from time to time in the possession of
the Bank and by any other collateral, rights and properties described in each
and every deed of trust, mortgage, security agreement, pledge, assignment and
other security or collateral agreement which has been, or will at any time(s)
later be,
executed by any (or all) of the undersigned to or for the benefit of the
Bank (collectively “Collateral”).


         The undersigned acknowledges and agrees that if Bank shall designate a
Eurodollar Lending Office which maintains books separate from those of the rest
of Bank, Bank shall have the option


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of maintaining all or any part of the
Indebtedness under this Note on the books of such Eurodollar Lending Office.


         If Bank determines that, (a) by reason of circumstances affecting the
foreign exchange and interbank markets generally, deposits in eurodollars in
the applicable amounts or for the relative maturities are not being offered to
Bank, or (b) if the rate of interest referred to in the definition of “LIBOR
Rate” does not accurately or fairly cover or reflect the cost to Bank of making
or maintaining the Indebtedness hereunder at the LIBOR Rate, then Bank shall
forthwith give notice thereof to the undersigned. Thereafter, until Bank
notifies the undersigned that such conditions or circumstances no longer exist,
the Indebtedness from time to time outstanding hereunder shall bear interest at
the Overnight-based Rate.


         If, after the date hereof, the introduction of, or any change in, any
applicable law, rule or regulation or in the interpretation or administration
thereof by any governmental authority charged with the interpretation or
administration thereof, or compliance by Bank (or its Eurodollar Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, shall make it unlawful or impossible for the Bank (or
its Eurodollar Lending Office) to make or maintain any Advance hereunder with
interest at the LIBOR-based Rate, Bank shall forthwith give notice thereof to
the undersigned. Thereafter, (a) until Bank notifies the undersigned that such
conditions or circumstances no longer exist, the right of the undersigned to
request any Advance(s) hereunder which is/are to bear interest at the
LIBOR-based Rate shall be suspended, and any and all Advances made and/or
outstanding hereunder shall bear interest at the Overnight-based Rate.


         If the adoption after the date hereof, or any change after the date hereof
in, any applicable law, rule or regulation of any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by Bank (or its Eurodollar Lending
Office) with any request or directive (whether or not having the force of law)
made by any such authority, central bank or comparable agency after the date
hereof:


         (a)     shall subject Bank (or its Eurodollar Lending Office) to any tax, duty
or other charge with respect to this Note or any advance hereunder or shall
change the basis of taxation of payments to Bank (or its Eurodollar Lending
Office) of the principal of or interest on any advance or any other amounts due
under this Note in respect thereof (except for changes in the rate of tax on
the overall net income of Bank or its Eurodollar Lending Office imposed by the
jurisdiction in which Bank’s principal executive office or Eurodollar Lending
Office is located); or


         (b)     shall impose, modify or deem applicable any reserve (including,
without limitation, any imposed by the Board of Governors of the Federal
Reserve System), special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by Bank (or its
Eurodollar Lending Office) or shall impose on Bank (or its Eurodollar
Lending Office) or the foreign exchange and interbank markets any other
condition affecting any advance under this Note;


and the result of any of the foregoing is to increase the cost to Bank of
maintaining any part of the indebtedness hereunder or to reduce the amount of
any sum received or receivable by Bank under this Note by an amount deemed by
the Bank to be material, then the undersigned shall pay to Bank,


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within fifteen
(15) days of the undersigned’s receipt of written notice from Bank demanding
such compensation, such additional amount or amounts as will compensate Bank
for such increased cost or reduction. A certificate of Bank, prepared in good
faith and in reasonable detail by Bank and submitted by Bank to the
undersigned, setting forth the basis for determining such additional amount or
amounts necessary to compensate Bank shall be conclusive and binding for all
purposes, absent manifest error in computation.


         In the event that any applicable law, treaty, rule or regulation (whether
domestic or foreign) now or hereafter in effect and whether or not presently
applicable to Bank, or any interpretation or administration thereof by any
governmental authority charged with the interpretation or administration
thereof, or compliance by Bank with any guideline, request or directive of any
such authority (whether or not having the force of law), including any
risk-based capital guidelines, affects or would affect the amount of capital
required or expected to be maintained by Bank (or any corporation controlling
Bank), and Bank determines that the amount of such capital is increased by or
based upon the existence of any obligations of Bank hereunder or the making or
maintaining any advances hereunder, and such increase has the effect of
reducing the rate of return on Bank’s (or such controlling corporation’s)
capital as a consequence of such obligations or the making or maintaining of
such advances hereunder to a level below that which Bank (or such controlling
corporation) could have achieved but for such circumstances (taking into
consideration its policies with respect to capital adequacy), then the
undersigned shall pay to Bank, within fifteen (15) days of the undersigned’s
receipt of written notice from Bank demanding such compensation, additional
amounts as are sufficient to compensate Bank (or such controlling corporation)
for any increase in the amount of capital and reduced rate of return which Bank
reasonably determines to be allocable to the existence of any obligations of
the Bank hereunder or to the making or maintaining any advances hereunder. A
certificate of Bank as to the amount of such compensation, prepared in good
faith and in reasonable detail by the Bank and submitted by Bank to the
undersigned, shall be conclusive and binding for all purposes absent manifest
error in computation.


         If the undersigned or any guarantor under a guaranty of all or part of the
Indebtedness (“guarantor”) (i) fails to pay any of the Indebtedness when due,
by maturity, acceleration or otherwise, or fail(s) to pay any Indebtedness
owing on a demand basis upon demand; or (ii) fails to comply with any of the
terms or provisions of any agreement between the undersigned or any such
guarantor and the Bank; or (iii) become(s) insolvent or the subject of a
voluntary or involuntary proceeding in bankruptcy, or a reorganization,
arrangement or creditor composition proceeding, (if a business entity) cease(s)
doing business as a going concern, (if a natural person) die(s) or become(s)
incompetent, (if a partnership) dissolve(s) or any general partner of it dies,
becomes incompetent or becomes the subject of a bankruptcy proceeding or (if a
corporation or a limited liability company) is
the subject of a dissolution, merger or consolidation; or (iv) if any
warranty or representation made by the undersigned or any guarantor in
connection with this Note or any of the Indebtedness shall be discovered to be
untrue or incomplete in any material respect; or (v) if there is any
termination, notice of termination, or breach of any guaranty, pledge,
collateral assignment or subordination agreement relating to all or any part of
the Indebtedness; or (vi) if there is any failure by the undersigned or any
guarantor to pay when due indebtedness (other than to the Bank) which exceeds,
in aggregate principal amount, $250,000 or in the observance or performance of
any


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term, covenant or condition in any document evidencing, securing or
relating to such indebtedness; or (vii) if there is filed or issued a levy or
writ of attachment or garnishment or other like judicial process upon the
undersigned or any guarantor or any of the Collateral with respect to a
judgment or other liability equal to $250,000 or a greater amount, including
without limit, any accounts of the undersigned or any guarantor with the Bank;
or (viii) if there shall be any change for any reason whatsoever in the
ownership or control of the undersigned or any guarantor which shall in the
sole judgment of Bank adversely affect future prospects for the successful
operation of the undersigned or any guarantor, then the Bank, if such event
continues to exist for a period of five (5) business days after the date that
Bank has given the undersigned written notice of such event (the continuation
of any such event after such period of time being called a “Default”
hereunder), may at its option and without prior notice to the undersigned
refuse additional advances under this Note, declare any or all of the
Indebtedness to be immediately due and payable (notwithstanding any provisions
contained in the evidence of it to the contrary), sell or liquidate all or any
portion of the Collateral, set off against the Indebtedness any amounts owing
by the Bank to the undersigned, charge interest at the default rate provided in
the document evidencing the relevant Indebtedness and exercise any one or more
of the rights and remedies granted to the Bank by any agreement with the
undersigned or given to it under applicable law.


         The undersigned acknowledges that the Bank, at any time, without notice,
and without reason, and in the absence of the existence of any Default, may
demand that this Note be paid in full. In the event any such demand is made at
any time when no Default is existing, this Note shall be due and payable on the
earlier of the ninetieth (90th) day following the date of such demand or the
date of the occurrence of any Default. The demand nature of this Note shall not
be deemed modified by the undersigned’s election of monthly interest rates or
reference to a Default in this Note or in any agreement to a default by the
undersigned or to the occurrence of an event of default (collectively an “Event
of Default”). For purposes of this Note, to the extent there is reference to
any Event of Default this reference is for the purpose of permitting the Bank
to accelerate Indebtedness not on a demand basis and to receive interest at the
default rate provided in the document evidencing the relevant Indebtedness. It
is expressly agreed that the Bank may exercise its demand rights under this
Note whether or not any Event of Default has occurred. Notwithstanding anything
to the contrary above, the undersigned shall be entitled to request and receive
advances and readvances hereunder in accordance with and subject to the terms
of the Agreement and this Note at all times until the first to occur of: (i)
the expiration of the 90 day period following the date of Bank’s demand, or
(ii) the occurrence of a Default or Event of Default. All payments under this
Note shall be in immediately available United States funds, without setoff or
counterclaim.


         If this Note is signed by two or more parties (whether by all as makers or
by one or more as an accommodation party or otherwise), the obligations and
undertakings under this Note shall be that of all and any two or more jointly
and also of each severally. This Note shall bind the undersigned, and the
undersigned’s respective heirs, personal representatives, successors and
assigns. The undersigned waives presentment, demand, protest, notice of
dishonor, notice of demand or intent to demand, notice of acceleration or
intent to accelerate, and all other notices and agrees that no extension or
indulgence to the undersigned or release, substitution or nonenforcement of any
security, or release or substitution of the undersigned, any guarantor or any
other party, whether with


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or without notice, shall affect the obligations of
any other party. The undersigned waives all defenses or right to discharge
available under Section 3-605 of the Michigan Uniform Commercial Code and
waives all other suretyship defenses or right to discharge. The undersigned
agrees that the Bank has the right to sell, assign, or grant participations or
any interest in, any or all of the Indebtedness, and that, in connection with
this right, but without limiting its ability to make other disclosures to the
full extent allowable, the Bank may disclose all documents and information
which the Bank now or later has relating to the undersigned or the
Indebtedness. The undersigned agrees that the Bank may provide information
relating to this Note or relating to the undersigned to the Bank’s parent,
affiliates, subsidiaries and service providers.


         The undersigned agrees to reimburse the holder or owner of this Note upon
demand for any and all costs and expenses (including without limit, court
costs, legal expenses and reasonable attorney fees, whether inside or outside
counsel is used, whether or not suit is instituted and, if suit is instituted,
whether at the trial court level, appellate level, in a bankruptcy, probate or
administrative proceeding or otherwise) incurred in collecting or attempting to
collect this Note or incurred in any other matter or proceeding relating to
this Note.


         The undersigned acknowledges and agrees that there are no contrary
agreements, oral or written, establishing a term of this Note and agrees that
the terms and conditions of this Note may not be amended, waived or modified
except in a writing signed by an officer of the Bank expressly stating that the
writing constitutes an amendment, waiver or modification of the terms of this
Note. As used in this Note, the word “undersigned” means, individually and
collectively, each maker, accommodation party, indorser and other party signing
this Note in a similar capacity. If any provision of this Note is unenforceable
in whole or part for any reason, the remaining provisions shall continue to be
effective. THIS NOTE IS MADE IN THE STATE OF MICHIGAN AND SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MICHIGAN,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.



         THE MAXIMUM INTEREST RATE SHALL NOT EXCEED 25% PER ANNUM, OR THE HIGHEST
APPLICABLE USURY CEILING, WHICHEVER IS LESS.

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         THE UNDERSIGNED AND THE BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY
IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO
CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR
THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF
LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED
TO, THIS NOTE OR THE INDEBTEDNESS.


Borrower:


FINANCIAL RESOURCES GROUP, INC.


By: /s/ Lori Neff                   
         Lori
Neff

Its: Vice President               


Address: 24201 Walden Center Drive, Suite 210     
                 Bonita
Springs, Florida 34134                    


	 	 	 	 	 	 	 	 	 
	

	For Bank Use Only	 	 	 	 	 	 	CCAR #	 
	

	 	 	 	 	 	 	 	 	 
	LOAN OFFICER

INITIALS

HDH	 	
LOAN GROUP NAME

MORTGAGE BANKER

FINANCE
	 	OBLIGOR NAME

FINANCIAL RESOURCES GROUP, INC.
	

	 	 	 	 	 	 	 	 	 
	
	
	
	

	LOAN OFFICER ID. NO.
2645	 	
LOAN GROUP NO.
90281
	 	OBLIGOR NO.
	 	NOTE NO.
	 	AMOUNT

$10,000,000
	





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