EXHIBIT 10.2
REVOLVER NOTE
$15,000,000 April 18, 2005
FOR VALUE RECEIVED, the undersigned PROXYMED, INC., a Florida corporation
("ProxyMed"), PROXYMED LAB SERVICES, LLC, a Delaware limited liability company
("PLS"), PROXYMED TRANSACTION SERVICES, INC., a Delaware corporation ("PTS"),
and PLANVISTA CORPORATION, a Delaware corporation ("PlanVista"), PLANVISTA
SOLUTIONS, INC., a New York corporation ("PlanVista Solutions"), and NATIONAL
NETWORK SERVICES, LLC, a Delaware limited liability company ("NNS" and together
with Proxymed, PLS, PMS, PlanVista and PlanVista Solutions collectively the
"Borrowers" and each individually, a "Borrower"), promises to pay to the order
of WACHOVIA BANK, NATIONAL ASSOCIATION ("Bank") at the place and times provided
in the Agreement referred to below, the principal sum of FIFTEEN MILLION DOLLARS
($15,000,000) or the principal amount of all Revolver Loans made by Bank from
time to time pursuant to that certain Xxxxxxx and Restated Loan and Security
Agreement dated as of April 15, 2005 (as amended, restated or otherwise
modified, the "Agreement") by and between Borrower and Bank. Capitalized terms
used herein and not defined herein shall have the meanings assigned thereto in
the Agreement.
The unpaid principal amount of this Revolver Note from time to time
outstanding is subject to mandatory repayment from time to time as provided in
the Agreement and shall bear interest as provided in the Agreement. All payments
of principal and interest on this Revolver Note shall be payable to Bank or the
holder of this Revolver Note in lawful currency of the United States of America
in immediately available funds in the manner and location indicated in the
Agreement or wherever else Bank or such holder may specify.
This Revolver Note is entitled to the benefits of, and evidences
Obligations incurred under, the Agreement, to which reference is made for a
description of the security for this Revolver Note and for a statement of the
terms and conditions on which Borrower is permitted and required to make
prepayments and repayments of principal of the Obligations evidenced by this
Revolver Note and on which such Obligations may be declared to be immediately
due and payable.
This Revolver Note shall be governed, construed and enforced in accordance
with the laws of the State of Georgia, without reference to the conflicts or
choice of law principles thereof.
This Revolver Note amends and restates in its entirety that certain
$12,500,000 Revolver Note, dated December 4, 2003, executed by the Original
Borrowers to the order of Bank.
Borrower hereby waives all requirements as to diligence, presentment,
demand of payment, protest and (except as required by the Agreement) notice of
any kind with respect to this Revolver Note.
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IN WITNESS WHEREOF, the undersigned has executed this Revolver Note under seal
as of the day and year first written above.
PROXYMED, INC.
By /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Executive Vice President and CFO
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PROXYMED LAB SERVICES, LLC
BY: PROXYMED TRANSACTION SERVICES, INC., ITS
SOLE MANAGER
By /s/ Xxxxx Xxxxxx Xxxx
--------------------------------------
Name: Xxxxx Xxxxxx Xxxx
-----------------------------------
Title: Secretary
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PROXYMED TRANSACTION SERVICES, INC.
By /s/ Xxxxx Xxxxxx Xxxx
--------------------------------------
Name: Xxxxx Xxxxxx Xxxx
-----------------------------------
Title: Secretary
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PLANVISTA CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Title: Chief Financial Officer
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PLANVISTA SOLUTIONS, INC.
By /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Title: Chief Financial Officer
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NATIONAL NETWORK SERVICES, LLC
BY: PLANVISTA SOLUTIONS, INC., ITS SOLE MANAGER
By /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Title: Chief Financial Officer
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