Revolving Credit Note between Outsource International, Inc. and Affiliates and The CIT Group/Business Credit, Inc. dated August 15, 2000

Summary

Outsource International, Inc. and its affiliates have jointly agreed to repay up to $33.4 million borrowed from The CIT Group/Business Credit, Inc. under a revolving credit arrangement. The agreement outlines repayment terms, interest rates, and conditions for transferring the note, all governed by a related Financing Agreement. The note is payable in U.S. dollars and is subject to New York law. If certain default events occur, the lender may accelerate repayment. The agreement is signed by authorized representatives of all borrower entities.

EX-10.92(E) 17 ex10-92e.txt REVOLVING CREDIT NOTE 1 EXHIBIT 10.92(e) REVOLVING CREDIT NOTE $33,400,000.00 Dated: August 15, 2000 New York, New York FOR VALUE RECEIVED, each of OUTSOURCE INTERNATIONAL, INC., a Florida corporation (the "Parent"), OUTSOURCE INTERNATIONAL OF AMERICA, INC., a Florida corporation ("OIA"), OUTSOURCE FRANCHISING, INC., a Florida corporation ("OFI"), GUARDIAN EMPLOYER EAST, LLC, a Delaware limited liability company ("Guardian East") and GUARDIAN EMPLOYER WEST, LLC ("Guardian West" and, together with the Parent, OIA, OFI and Guardian East, each a "Borrower" and collectively, the "Borrowers") HEREBY JOINTLY AND SEVERALLY PROMISES TO PAY to the order of THE CIT GROUP/BUSINESS CREDIT, INC. (the "Lender") (i) the principal amount of THIRTY THREE MILLION FOUR HUNDRED THOUSAND DOLLARS ($33,400,000.00), or if less, the aggregate unpaid principal amount of all Revolving Loans (as defined in the Financing Agreement hereinafter referred to) made by the Lender to the Borrowers, payable on the Final Maturity Date (as defined in the Financing Agreement) and (ii) interest on the unpaid principal amount hereof of all Revolving Loans, from the date hereof until all such principal amounts are paid in full, at such interest rates, and payable at such times, as are specified in the Financing Agreement. Notwithstanding any other provision of this Revolving Credit Note, interest paid or becoming due hereunder shall in no event exceed the maximum rate permitted by applicable law. Both principal and interest are payable in lawful money of the United States of America in immediately available funds to The CIT Group/Business Credit, Inc., as administrative agent (the "Administrative Agent"), at its office located at 5420 LBJ Freeway, Suite 200, Dallas, Texas 75240 or such other office as the Administrative Agent may designate. This Revolving Credit Note is a registered Note and, as provided in and subject to the terms of the Financing Agreement, this Revolving Credit Note and the Revolving Loans evidenced hereby may be transferred in whole or in part only upon surrender of this Revolving Credit Note to Ableco Finance LLC, as collateral agent (the "Collateral Agent") for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer, duly executed by the registered holder of this Revolving Credit Note or its attorney duly authorized in writing), at which time a new Revolving Credit Note for a like principal amount will be issued to, and registered in the name of, the permitted transferee as provided in Section 12.07(b) of the Financing Agreement. Reference in this Revolving Credit Note to a "holder" shall mean the person or entity in whose name this Revolving Credit Note is at the time registered in the register maintained by the Collateral Agent as provided in Section 12.07(b) of the Financing Agreement and, prior to due presentment for registration of transfer, the Borrowers may treat such person or entity as the owner of this Revolving Credit Note for the purpose of receiving payment and all other purposes, and the Borrowers will not be affected by any notice to the contrary. 2 This Revolving Credit Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Financing Agreement dated as of August 15, 2000 (as amended or otherwise modified from time to time, the "Financing Agreement"), by and among the Borrowers, the subsidiaries of the Parent (other than a Borrower) party to the Financing Agreement, as guarantors, the financial institutions from time to time party to the Financing Agreement, the Administrative Agent, and the Collateral Agent. The Financing Agreement, among other things, contains provisions for the acceleration of the maturity of the unpaid principal amount of this Revolving Credit Note upon the happening of certain stated events of default and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions specified therein. The Borrower hereby waives presentment for payment, demand, protest and notice of dishonor of this Revolving Credit Note. This Revolving Credit Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York applicable to contracts made and to be performed therein without consideration as to choice of law. OUTSOURCE INTERNATIONAL, INC. By: /s/ Jon H. Peterson ----------------------------- Name: Jon H. Peterson Title: Vice President OUTSOURCE INTERNATIONAL OF AMERICA, INC. By: /s/ Jon H. Peterson ----------------------------- Name: Jon H. Peterson Title: Vice President OUTSOURCE FRANCHISING, INC. By: /s/ Jon H. Peterson ----------------------------- Name: Jon H. Peterson Title: Vice President GUARDIAN EMPLOYER EAST, LLC By: /s/ Jon H. Peterson ----------------------------- Name: Jon H. Peterson Title: Vice President GUARDIAN EMPLOYER WEST, LLC By: /s/ Jon H. Peterson ----------------------------- Name: Jon H. Peterson Title: Vice President