1
EXHIBIT 1
REVOLVING CREDIT NOTE
$7,500,000.00 June 30, 1996
FOR VALUE RECEIVED, the undersigned, INTERNATIONAL HEALTH PRODUCTS,
INC., a Nevada corporation, having its principal place of business at 00000
Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (the "Company"), hereby
unconditionally promises to pay on Demand to the order of BASIC CAPITAL
MANAGEMENT, INC., a Nevada corporation (the "Lender"), at its office located at
00000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (or at such other
place as the holder of this Note may designate by written notice to the
Company), in lawful money of the United States of America and in immediately
available funds, the principal amount of the lesser of (a) SEVEN MILLION FIVE
HUNDRED THOUSAND DOLLARS ($7,500,000.00), and (b) the aggregate unpaid principal
amount of all advances of the Loan made by the Lender to the Company pursuant to
this Note. The Company further agrees to pay interest in like money at such
office (or such other location) on the unpaid principal amount hereof from time
to time outstanding from the date hereof until such amount shall become due and
payable (whether at the stated maturity, by acceleration or otherwise) at a rate
per annum equal to 10%. Interest shall be payable monthly on the last business
day of each calendar month commencing on the first such date to occur after the
date hereof, and upon the due date and payment (including prepayment) in full of
the unpaid principal amount hereof. The holder of this Note is authorized to
endorse the date and amount of each advance and each payment of principal with
respect thereto on the schedule annexed hereto and made a part hereof, or on a
continuation thereof which shall be attached hereto and made a part hereof,
which endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed.
This Revolving Credit Note is given in renewal and replacement of
that certain Revolving Credit Note dated June 30, 1993 in the original principal
amount of $1,600,000 executed by the Company and payable to the order of the
Lender.
Anything to the contrary notwithstanding, the Lender shall not
charge, take or receive, and the Company shall not be obligated to pay to the
Lender, any amounts constituting interest on the principal amount hereof from
time to time outstanding in excess of the maximum rate permitted by applicable
law.
If any payment on this Note becomes due and payable on a Saturday,
Sunday or other day on which commercial banks in the State of Texas are
authorized or required by law to close, the maturity thereof shall be extended
to the next succeeding business day and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension.
All parties now and hereafter liable with respect to this note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby wive
presentation for payment, demand, notice of nonpayment or dishonor, protest and
notice of protest.
2
Upon the occurrence of any events of default on this Note or other
borrowings by the Company, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable all as provided
therein.
This Note shall be governed by and construed in accordance with the
laws of the State of Texas, without giving effect to the choice of law
principles thereof.
IN WITNESS WHEREOF, the undersigned has caused this Note to be
executed and delivered by its duly authorized officers as of the day and year
first above written.
INTERNATIONAL HEALTH PRODUCTS, INC.
a Nevada corporation
By: /s/ X. Xxxxx Xxxxxxx
--------------------------------
X. Xxxxx Xxxxxxx, President
2
