REVOLVING VARIABLE RATE NOTE
Exhibit
10.2
Commitment
$1,000,000.00 Effective:
April 17, 2007
Tucker,
Georgia
This
Revolving Variable Rate Note (this “Note”) is issued pursuant to and is governed
by that certain Revolving Credit and Security Agreement dated as of April
17, 2007
by and
between Borrower and PHCC (as amended, supplemented or otherwise modified and
in
effect from time to time, the “Loan Agreement”). All capitalized terms used and
not otherwise defined herein shall have the same meanings as given them in
the
Loan Agreement.
On
April
17, 2010
(the
“Scheduled Maturity Date”), and for value received, the undersigned (“Borrower”)
promises to pay to the order of Presidential HealthCare Credit Corporation
at
Tucker, Georgia (with its successors and assigns, “PHCC”), or any other place
designated at any time by the holder hereof, in lawful money of the
United States of America and in immediately available funds, the principal
sum of $1,000,000.00,
or so
much thereof as is disbursed and remains outstanding hereunder on such date,
as
shown by PHCC’s Register or on the reverse side hereof, as the case may be,
together with interest (computed on the basis of actual days elapsed in a
365-day year) on the unpaid balance hereof as it varies from time to time from
the date hereof until this Note is fully paid. The failure to record, or any
error in recording, any of the foregoing shall not, however, affect the
obligations of Borrower under the Loan Agreement, as defined herein below,
and
this Note to repay the principal amount advanced hereunder together with all
interest accruing thereon. The Register as maintained by PHCC shall constitute
prima facie evidence of the amount outstanding under this Note absent manifest
error.
Borrower
further promises to pay interest on each Interest Payment Date on the unpaid
principal balance outstanding from time to time on this Note and until the
Scheduled Maturity Date at a rate per annum equal to the Prime
Rate as published in The
Wall Street Journal
on the
date of such determination, plus two
percent (2.00%),
such
rate to change simultaneously with any change in the Prime Rate. The Prime
Rate
on the date hereof is eight
and one-quarter percent (8.25%)
per
annum and, therefore, the rate of interest in effect hereunder on the date
hereof, expressed in simple interest terms, is ten
and one-quarter percent (10.25%)
per
annum (the “Initial Rate”). Notwithstanding the foregoing, the variable interest
rate or rates provided for in this Note will never be less than the Initial
Rate.
In
no
contingency or event whatsoever, whether by reason of advancement of the
proceeds hereof or otherwise, shall the amount paid or agreed to be paid to
PHCC
for the use, forbearance or detention of money advanced hereunder exceed the
highest lawful rate permissible under any law which a court of competent
jurisdiction may deem applicable hereto; and, in the event of any such payment
inadvertently paid by Borrower or inadvertently received by PHCC, such excess
sum shall be, at Borrower’s option, returned to Borrower forthwith or credited
as a payment of principal, but shall not be applied to the payment of interest.
It is the intent hereof that Borrower not pay or contract to pay, and that
PHCC
not receive or contract to receive, directly or indirectly in any manner
whatsoever, interest in excess of that which may be paid by Borrower under
applicable law.
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Borrower
may at any time, without penalty, and in its discretion, prepay all or any
part
of the outstanding principal balance together with all accrued interest and
all
other Fees and Reimbursable Expenses then due under the Provider Agreements.
Borrower shall immediately pay the Prepayment Amount in full upon demand of
PHCC
after the occurrence of an Event of Default.
If
an
Event of Default occurs, the unpaid principal and interest due on this Note
at
maturity (whether this Note matures by acceleration or the lapse of time) shall
bear interest until paid at the rate of the lesser of 3%
per
annum in excess of the rate stated above which is applicable to the principal
balance outstanding or the maximum interest rate permitted by applicable law
(the “Default Rate”), and Borrower shall be obligated to pay the same promptly
following receipt of PHCC’s written invoice therefor.
If
principal or interest hereon is not paid when due, or if any other indebtedness
of the undersigned to PHCC is not paid when due, or an Event of Default occurs
under the Loan Agreement, or if the holder hereof shall at any time in good
faith believe that the prospect of due and punctual payment of this Note is
impaired, then, in any such event, the holder hereof may, at its option, declare
this Note to be immediately due and payable and thereupon this Note shall be
immediately due and payable, together with all unpaid interest accrued hereon
and all Fees and Reimbursable Expenses, without notice or demand, in accordance
with Section 10 of the Loan Agreement. If this Note is due (whether at
maturity, upon acceleration or upon demand as specified above), PHCC shall
also
have the right to set off the indebtedness evidenced by this Note against any
indebtedness of PHCC to the undersigned.
This
Note
is the Note referred to in the Loan Agreement and is secured by the Collateral
described in the Loan Agreement, reference to which is made for the purpose
of
information on the limitations on the availability of Advances, the amount
of
Advances under this Note and on the rights and remedies upon the occurrence
of
an Event of Default.
The
undersigned agrees to pay all costs of collection, including reasonable
attorneys’ fees and legal expenses, reasonably incurred by the holder hereof in
the event this Note is not duly paid as more fully set forth in the Loan
Agreement. The holder hereof may at any time renew this Note or extend its
maturity date for any period and release any security for, or any party to,
this
Note, all without notice to or consent of and without releasing any
accommodation maker, endorser or guarantor from liability on this Note.
Presentment or other demand for payment, notice of dishonor and protest are
hereby waived. This Note shall be governed by the substantive laws of the State
of Georgia except to the extent of applicable federal law.
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This
loan
is for the purposes set forth in the Loan Agreement.
PARK
INFUSIONCARE, LP, A TEXAS LIMITED PARTNERSHIP, BORROWER
By:
Xxxxxxxxx’x Operating GP, LLC,
Its
General Partner
By:
/s/ Xxxxx X. Xxxx
Name:
Xxxxx
X. Xxxx
Title
:
Managing
Member, Chairman of the Board, President
and
Chief Executive Officer
PARK
INFUSIONCARE OF DALLAS, LP, A TEXAS LIMITED PARTNERSHIP,
BORROWER
By:
Park
InfusionCare Of Dallas, GP, LLC,
Its
General Partner
By:
/s/ Xxxxx X. Xxxx
Name:
Xxxxx
X. Xxxx
Title
:
Managing
Member, Chairman of the Board, President
and
Chief Executive Officer
PARK
INFUSIONCARE OF HOUSTON, LP, A TEXAS LIMITED PARTNERSHIP, BORROWER
By:
Park
InfusionCare Of Houston, GP, LLC,
Its
General Partner
By:
/s/ Xxxxx X. Xxxx
Name:
Xxxxx
X. Xxxx
Title
:
Managing
Member, Chairman of the Board, President
and
Chief Executive Officer
PARK INFUSIONCARE OF SAN ANTONIO, LP, A TEXAS LIMITED PARTNERSHIP, BORROWER
By:
Park
InfusionCare Of San Antonio, GP, LLC,
Its
General Partner
By:
/s/ Xxxxx X. Xxxx
Name:
Xxxxx
X. Xxxx
Title
:
Managing
Member, Chairman of the Board, President
and
Chief Executive Officer
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