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EXHIBIT 10.22
REVOLVING CREDIT NOTE
$100,000 July 1, 1996
FOR VALUE RECEIVED, the undersigned (herein called "Maker"), promises
to pay to the order of DOCTORS PRACTICE MANAGEMENT, INC. (herein called
"Payee," which term herein in every instance shall refer any owner or holder of
this note), the sum of One Hundred Thousand DOLLARS ($100,000), or so much
thereof as is advanced to Borrower under the Credit Agreement referred to
below, together with interest on the principal hereof from time to time
outstanding from the date of advancement until maturity, at the per annum rate
hereinafter stated, said principal and interest being payable in lawful money
of the United States of America as provided in the Credit Agreement (defined
below).
This note has been issued pursuant to and entitled to the benefits its
of the Credit Agreement dated as of July 1,1996, by and between the Maker and
Payee (as the same may be amended, modified or restated from time to time, the
"Credit Agreement"), and is the "Note" referred to therein. Terms defined in
the Credit Agreement are used herein with the same meanings. Reference is made
to the Credit Agreement for provisions for the prepayment hereof and the
acceleration of the ,Maturity hereof.
The principal balance hereof advanced and from time to time remaining
unpaid shall bear interest during each day of the loan evidenced hereby from
the date advanced until the date paid at the rates set forth in the Credit
Agreement.
The principal and interest of this note hereon shall be due and
payable in accordance with the provisions of the Credit Agreement.
If there shall occur or be continuing an Event of Default (within the
meaning of the Credit Agreement), then Payee shall have the option, to the
extent permitted by applicable law, to declare this note due and payable, where
upon the entire unpaid principal balance of this note and all accrued unpaid
interest hereon thereupon I at once shall mature and become due and payable
without presentment, demand, protest or notice of any kind (including, but not
limited to, notice of intention to accelerate or notice of acceleration), all
of which hereby are expressly waived by Maker. The time of payment-of-this
note also is subject to acceleration in the same manner provided in this
paragraph in the event Maker defaults or otherwise fails to discharge its
obligations under any of the instruments securing payment hereof or relating
hereto.
Maker and any and all sureties, guarantors and endorsers of this note
and all other parties now or hereafter liable hereon, severally waive grace,
demand, presentment for payment ' protest, notice of any kind (including, but
not limited to, notice of dishonor, notice of protest, notice of intention to
accelerate and notice of acceleration) and diligence in collecting and bringing
suit against any party hereto, and agree (a) to all extensions and partial
payments, with or without notice, before or after maturity, (b) to any
substitution, exchange loss, impairment or release of any security now or
hereafter given for this note, (c) to the release of any party primarily or
secondarily liable hereon, and (d) that it will not be necessary for Payee, in
order to enforce payment of this note, to first institute or exhaust Xxxxx's
remedies against Maker or any other party liable therefor or against any
security for this note.
In the event of default hereunder or under any of the instruments
securing payment hereof and this note is placed in the hands of an attorney for
collection (whether or not suit is filed), or if this note is collected by suit
or legal proceedings or through the probate court or bankruptcy proceeding,
maker agrees to pay all reasonable attorneys, fees and -all expenses of
collection and costs of court.
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It is the intention of the parties hereto to conform strictly to
applicable usury laws. Accordingly, notwithstanding any provision to the
contrary in this note or in any of the documents securing or quarantining
payment hereof or otherwise relating hereto, or in any communication or writing
by Payee or any other person relating to this loan, whether now or hereafter
arising, in no event or contingency shall this note or such documents,
communications or writings permit or require the payment of any sums which
constitute interest under applicable law, or permit or require the charging,
taking, reserving, or receiving by Payee or any other person of any sums which
constitute interest under applicable law, in excess of the maximum amount
permitted by such law. If any excess interest otherwise would be deemed to be
contracted for, charged, taken, reserved or received under this note or such
documents, communications or writings by Payee or any other person, or in the
event the maturity of the indebtedness evidenced by this note is accelerated in
whole or in part, or in the event all or part of the principal or interest of
this note shall be prepaid, then it is agreed as follows: (i) any excess or
unearned interest contracted for, charged, taken, reserved, or received, shall
be deemed a mistake and canceled automatically, without the necessity of any
other communication or writing by Payee or any other person, (ii) any excess or
unearned interest which is paid shall be credited to the unpaid principal
amount hereof or, to the extent the unpaid principal amount hereof shall have
been or would be paid in full, refunded to Maker or other obligor as the case
may be, and (iii) the note, documents, communication or writing, as the case
may be, shall be reformed automatically to permit only the payment, charging,
taking, reserving, or receiving of accrued unpaid interest at the maximum
lawful rate. Without limiting the foregoing, in determining the maximum amount
of lawful interest under this loan, all interest at any time contracted for,
charged, taken, reserved or received shall be amortized, prorated, allocated,
and spread, to the full extent permitted by applicable law, in equal parts
during the period of the full term of the loan evidenced hereby, taking into
account all renewal and extension periods.
The provisions set forth in the preceding paragraph shall be deemed to
be incorporated into each of the documents executed in connection with this
note and loan and in every communication and writing relating to this note and
loan, now or hereafter arising, whether or not the same expressly references
the preceding paragraph, and any and all figures set forth therein shall, for
the purpose of determining the extent of the indebtedness set forth or asserted
therein, or otherwise contracted for, charged, taken, reserved, or received, as
applicable, be recomputed automatically by Maker or other obligor, or by any
court with proper jurisdiction considering the same, or both, as necessary to
give effect to the adjustments and credits required and agreed upon therein and
the other agreements set forth therein, without the necessity of any other
communication or writing by Xxxxx.
If the applicable state or federal usury law is amended after the date
hereof to permit a greater rate of interest to be contracted for, charged,
taken, reserved, or received under this note and the loan than is permitted
under applicable state or federal law as of the date hereof, then the maximum
lawful rate of interest applicable to this note and loan shall be increased to
the maximum rate of interest allowed by such subsequent law or amendment, to be
effective as of the effective date of such law or amendment, and such
additional charges that may become owing by reason of such increase shall be
payable on demand.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED UNDER THE APPLICABLE LAWS
OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA.
Any check, draft, money order or other instrument given in payment of
all or any portion hereof may be accepted by Payee and handled in collection in
the customary manner, but the same shall not constitute payment-hereunder or
diminish any rights of Payee except to the extent that actual cash proceeds of
such instrument are unconditionally received by Payee.
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Maker represents and warrants to Payee and to all other owners and
holders of any indebtedness evidenced hereby that all loans evidenced by this
note are for business, commercial,. investment or other similar purpose and not
primarily for personal, family, household or agricultural use.
This note is secured as provided in the Credit Agreement and is
entitled to all of the benefits of the Credit Agreement.
-MAKER-
HOUSTON PHYSICAL MEDICINE ASSOCIATES, M.D., P.A.
D/B/A TEXAS MEDICAL REHABILITATION
BY: /s/ Xxxxxx Xxxx
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XXXXXX XXXX, M.D.
President
