PAYMENT SCHEDULE
Exhibit 10.10
| PREMIUM FINANCE AGREEMENT DISCLOSURE STATEMENT AND SECURITY AGREEMENT (CA License # 9739145 (AICCO, Inc.)) (CA License # ###-###-#### (Imperial Premium Finance, Inc.))
Talbot Premium Financing | AICCO, Inc.
101 Hudson Street, Jersey City, NJ 07302 (201) ###-###-#### or (877) ###-###-#### 1630 East Shaw Ave., Suite 160, Fresno, CA 93710 (559) ###-###-#### or (877) ###-###-#### 777 South Figueroa St., 14th Fl., Los Angeles, CA 90017 (213) ###-###-#### or Two Rincon Center, 121 Spear St., 3rd Fl., San Francisco, CA 94105 (877) ###-###-#### One MacArthur Place, Suite 610, South Coast Metro, CA 92707 (714) ###-###-#### or 520 Pike Street, Suite 2700, Seattle, WA 98101 (206) ###-###-#### or (877) ###-###-#### |
| A | TOTAL PREMIUMS | $ | 4,385,500.00 | BORROWER / INSURED (The “Insured”) (Name, Address and Telephone Number) | Acct. No. | ||||||||||||
| B | CASH DOWN PAYMENT REQUIRED | $ | 386,876.76 | In Patient Consultants Management Inc IPC The Hospitalist Company 4605 Lankershim Blvd Ste 617
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| C | AMOUNT FINANCED (The Amount of Credit Provided to Insured or on its behalf) | $ | 3,998,623.24 | North Hollywood E-mail Address (optional): | CA 91602 818 ###-###-#### | ||||||||||||
| D | FINANCE CHARGE (Dollar amount credit will cost) | $ | 136,462.22 | ANNUAL PERCENTAGE RATE 6.65% (Cost of Credit figured as a yearly rate) | |||||||||||||
| E | TOTAL PAYMENTS (Amounts which will have been paid after making all scheduled payments) | $ | 4,135,085.46 |
PAYMENT SCHEDULE
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| Amount of Each Payment
| Number of Payments
| 1st Payment Due
| Final Payment Due
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| Annual
| Qtrly
| Mthly
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| 375,916.86 | 11 | 02/01/2008 | 12/01/2008 | ||||||||||||||
SEE PAGE 3 FOR SCHEDULE OF FINANCED POLICIES
| AGREEMENT OF INSURED (JOINT AND SEVERAL, IF MORE THAN ONE)
THE UNDERSIGNED INSURED:
1. In consideration of the premium payments being financed and, if applicable, down payment being advanced by LENDER to the Insurance companies listed on the SCHEDULE OF FINANCED POLICIES, or their representative, promises to pay to the order of LENDER the TOTAL OF PAYMENTS to be made in accordance with the PAYMENT SCHEDULE and if applicable, the amount of any down payment advanced by LENDER subject to the provisions set forth in this Agreement.
2. Irrevocably appoints LENDER Attorney-in-Fact with full authority, in the event of default, to (i) cancel the said policies in accordance with the provisions herein, (ii) receive all sums assigned to LENDER and (iii) execute and deliver on behalf of the undersigned all documents, forms and notices relating to the insurance policies listed on the SCHEDULE OF FINANCED POLICIES in furtherance of this Agreement.
IMPORTANT NOTICE TO INSURED
NOTICE: 1. Do not sign this Agreement before you read it or if it contains any blank spaces. 2. You are entitled to a complete filled-in-copy of this Agreement. 3. Keep your copy of this Agreement to protect your legal rights. 4. You are entitled to a Spanish translation of this Agreement before signing. (Usted tiene derecho a la versión en español de este contrato antes de firmar).
NOTICE: See Pages 2 and 3 Additional Important Information.
THE INSURED AGREES TO THE PROVISIONS ABOVE AND ON PAGES 2 AND 3
12/27/2007 /s/ R. Jeffrey Taylor | AGENT OR BROKER Lockton Insurance Agency of Houston-Healthcare
BUSINESS ADDRESS
Healthcare Division 5847 San Felipe Street, Suite 320 Houston TX 77057-3000
TEL. NO./E-MAIL ADDRESS ###-###-####
The Undersigned Agent or Broker:
1. Represents and warrants as follows: (a) to the best of the undersigned’s knowledge and belief, the insured’s signature is genuine or, to the extent permitted by applicable Law, the undersigned Agent or Broker has been authorized by the insured to sign this Agreement on their behalf, (b) the insured has received a copy of this Agreement, (c) the scheduled Policies are in full force and effect and the premiums indicated therefore are correct, (d) the insured may cancel all scheduled policies immediately upon request, (e) none of the Policies scheduled in the Agreement are non-cancelable, and (f) the down payment as indicated in Box “B” and installments totaling $ have been collected and are being retained by us.
2. Upon cancellation of any of the scheduled Policies, the undersigned Agent or Broker agrees upon demand to pay to LENDER or its assigns their commission on any unearned premiums applicable to the cancelled Policies.
3. For California business, the undersigned agent will receive from LENDER $ for aiding in administration of premium finance agreement relating to the above premiums.
THE AGENT OR BROKER AGREES TO THE PROVISIONS ABOVE AND ON PAGE 3
DATE SIGNATURE AND TITLE OF AGENT OR BROKER |
ADDITIONAL AGREEMENTS OF INSURED (JOINT AND SEVERAL, IF MORE THAN ONE)
| 3. | Cancellation. After the occurrence of a default in the payment of any money due the LENDER or a default consisting of a transfer to a third party of any of the scheduled policies, LENDER may request cancellation of the insurance policies listed in the schedule upon expiration of 10 days written notice of intent to cancel (13 days in Utah, 15 days in Idaho), provided said default is not cured within such period, and LENDER may proceed to collect the entire unpaid balance due hereunder or any part thereof by appropriate legal proceedings. If any default results in the cancellation of the Policy, insured agrees to pay a cancellation charge in accordance with applicable law (not applicable in NV). |
| 4. | Money Received After Cancellation. Any payment received after policy cancellation may be credited to the indebtedness due hereunder without any liability or obligation on the part of LENDER to request reinstatement of such cancelled policy. Any sum received from an insurance company shall be credited to the balance due hereunder; any surplus shall be paid over to the insured; in case of deficiency, the insured shall pay the same. |
| 5. | Application of Payments. If applicable law permits, all payments received by LENDER will be applied to the oldest invoice first. Any remaining amounts will be applied to late fees and other charges (if applicable), the remainder (if any) would be applied to any other outstanding amounts. |
| 6. | Returned Check Charge. If any payment made by check is returned because the insured had no account or insufficient funds in the payor bank, insured will be charged the maximum fee, if any, permitted under applicable law ($15 in NV). |
| 7. | Default. If any of the following happens: (a) a payment is not made when it is due, (b) a proceeding in bankruptcy, receivership, insolvency or similar proceeding is instituted by or against insured, or (c) insured fails to keep any promise the insured makes in this Agreement; Insured will be in default; provided, however, that, to the extent required by applicable law, Insured may be held to be in default only upon the occurrence of an event described in clause (a) above. Clauses (b) and (c) not applicable in Nevada. |
| 8. | Security. To secure payment of all amounts due under this Agreement, insured assigns LENDER a security interest in all right, title and interest to the Policy, including (but only to the extent permitted by applicable law): (a) all money that is or may be due insured because of a loss under the Policy that reduces the unearned premiums (subject to the interest of any applicable mortgagee or loss payee), (b) any return of the premium for the Policy, and (c) dividends which may become due insured in connection with the Policy. |
| 9. | Right to Demand Immediate Payment in Full. At any time after default, LENDER can demand and have the right to receive immediate payment (except to the extent otherwise provided by applicable law, in which case LENDER will have the right to receive such payment in accordance with such law) of the total unpaid balance due under this Agreement even if LENDER has not received any refund of unearned premium. |
| 10. | Warranties. Insured warrants to LENDER (a) to have received a copy of this Agreement and (b) if the insured is not an individual, that the signatory is authorized to sign this Agreement on behalf of the insured. The insured represents that it is not presently the subject of or in contemplation of a proceeding in bankruptcy, receivership, or insolvency, or if it is a debtor in bankruptcy, the Bankruptcy Court has authorized this transaction. |
| 11. | Early Payment. At any time, insured may pay the whole amount still unpaid. If insured pays the full amount before it is due, Insured will be given a refund for the unearned Finance Charge computed by the method of refund as required by applicable law. |
| 12. | Assignments. Insured may not assign the Policy or this Agreement without LENDER’s written consent. However, insured does not need LENDER’s written consent to add mortgagees or other persons as loss payees. LENDER may transfer its rights under this Agreement to anyone without insured’s consent. All of LENDER’s rights shall inure to the benefit of LENDER’s successors and assigns. |
| 13. | Collection. If money is due and Insured fails to pay, LENDER may collect the unpaid balance from insured without recourse to the security interest granted under this Agreement. |
| 14. | Late Charges. Upon default in payment of any installments for not less than five days (or such greater number of days required by applicable law), insured agrees to pay a late charge in accordance with applicable law. In no event shall such late charge exceed a maximum of 5% of such installment ($5 in Montana; 2% maximum in Alaska and Oregon). |
| 15. | Finance Charge. The finance charge begins to accrue from the effective date of this Agreement or the earliest inception date of the Insurance Policy(ies) listed on the Schedule of Policies, whichever is earlier. The finance charge shall be computed on an annual basis of twelve (12) months of 30 days each. If LENDER terminates this Agreement due to a default insured will pay interest on the outstanding indebtedness at the maximum rate authorized by applicable state law in effect on the date of cancellation and from said date until insured pays the outstanding indebtedness in full to LENDER. To the extent permitted by applicable law, the Finance Charge may include a nonrefundable agreement charge not to exceed $20 ($10 in AK, AZ and WA; $12.50 in MT). |
| 16. | Attorney’s Fees. If LENDER hires an attorney (which is not a salaried employee) to collect any money insured owes under this Agreement, insured will pay that attorney's fees and other collection costs (including collectors’ fees) if and to the extent permitted by applicable law (20% of outstanding balance maximum in NV). |
| 17. | Agent or Broker. The Agent or Broker named on the front of this Agreement is neither authorized by LENDER to receive installments payable under this Agreement nor is authorized to make any representations to insured on LENDER’s behalf (except to the extent expressly required by applicable law). |
| 18. | Amendments. If the insurance contract has not been issued at the time of the signing of this Agreement, and if the policies being financed are assigned risk policies or policies listed in a state fund, the policy numbers, if omitted herein, may be inserted in this Agreement after it has been signed. |
| 19. | Effective Date. This Agreement will not go into effect until it is accepted by LENDER in writing. In the State of California, insured shall have the right to disavow this Agreement for ten (10) days after acceptance by LENDER if the Agreement contained any blank space when it was executed by insured (or on insured’s behalf) and such blank space was subsequently filled in. |
| 20. | Limitation of Liability. Insured recognizes and agrees that LENDER is a lender and not an insurance company and that LENDER assumes no liability as an insurer hereunder. LENDER’s liability for breach of any of the terms of this Agreement or the wrongful or improper exercise of any of its powers under this Agreement shall be limited to the amount of the principal balance outstanding, except in the event of LENDER’s gross negligence or willful misconduct. |
| 21. | Governing Laws. The law of the State of the insured’s residence shall govern this Agreement, except, for Colorado, Hawaii, Idaho and Wyoming insureds this contract is governed by the laws of the State of New York. |
| 22. | Signature and Acknowledgement. Insured has signed and received a copy of this Agreement. If the insured is not an individual, the undersigned is authorized to sign this Agreement on behalf of the insured. All the insureds listed in any Policy have signed. Insured acknowledges and understands that insurance premium financing law does not require a insured to enter into a premium financing agreement as a condition of the purchase of any insurance policy. |
| 23. | California Insured. FOR INFORMATION CONTACT THE DEPARTMENT OF CORPORATIONS, STATE OF CALIFORNIA |
| 24. | Additional Insured. There is nothing in any Policy that would require Lender to notify or get the consent of any third party to effect cancellation of such Policy. |
| Place (X) If Not
| SCHEDULE OF POLICIES (Continue Schedule on Attachment If Necessary) | |||||||||||||||
| Policy Number and Prefix (itemized) | ò X | Full Name of Insurance Company and Name and Address of Policy Issuing Agent or Company Office To Which Premium is Paid and Notices are Sent | Type of Policy Premium | Term in Mos. Cov. By Prem. | Effective Date M/ D/ Y | Policy Premiums | ||||||||||
| C: Doctors Company Interins Exch | PL :0 | A | 0.00 | 12 | 01/01/2008 | 4,385,500.00 | ||||||||||
| *(AR=ASSIGNED RISK), (A=AUDITABLE), (LS=LOSS SENSITIVE) | TOTAL PREMIUMS (Record in “A”) | 4,385,500.00 | ||||||||||||||
ADDITIONAL REPRESENTATIONS & WARRANTIES OF BROKER OR AGENT
| 4. | Warrants that this is the authorized Policy issuing agent of the insurance companies or the broker placing the coverage directly with the insurance company on all the Policies scheduled except those indicated with an “X” above. |
| 5. | Warrants that there are no policies included in this Agreement which are subject to audit, report of values, retrospective rating, or minimum earned premium, except as indicated below, and that, if there are any, the deposit or provisional premium thereon is not less than the anticipated premium to be earned for the full term of the policy. |
Policy No.(s): _ Minimum earned premium, if any: $
| 6. | Warrants that there are no assigned risk policies in the Schedule of Policies except as indicated in the Schedule of Policies. |
| 7. | The Agent or Broker will hold in trust for LENDER any payments made or credited to the insured through the Agent or Broker directly, indirectly, actually or constructively, by any of the insurance companies listed in the Schedule of Policies and will pay the monies to LENDER upon demand to satisfy the then outstanding balance hereunder. |
| 8. | The Agent or Broker will promptly notify LENDER in writing if any information on this Agreement becomes inaccurate. |
| 9. | Warrants that all material information concerning the insured and Policies necessary for Lender to cancel the Policies and receive the unearned premium has been disclosed to Lender. |
| 10. | There is nothing in any Policy that would require Lender to notify or get the consent of any third party to effect cancellation of such Policy. |
