Exhibit 10.5
CENTER FINANCING NOTE
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$250,000.00 Dated: March 5, 2002
Due: September 15, 2005
FOR VALUE RECEIVED, on or before September 15, 2005, HEARTGEN CENTERS,
INC., an Indiana corporation ("Company"), promises to pay to the order of
VASOMEDICAL, INC. (the "Lender"), at Westbury, New York, the principal sum of
Two Hundred Fifty Thousand Dollars ($250,000.00), with interest thereon at the
rates provided in and in accordance with the terms of the Credit Agreement,
dated as of January 11, 2002, between Company and the Lender, and such other
Persons who have become or may hereafter become a "Lender" pursuant to Section
8.09 of such Credit Agreement, (referred to herein, as the same has been and may
hereafter be modified, amended, restated, and/or extended from time to time and
at any time, as the "Credit Agreement"). Capitalized terms used herein but not
defined herein shall have the meanings ascribed thereto in the Credit Agreement.
The principal of this Center Financing Note and all interest accruing
thereon shall be due and payable by Company on such dates and in such amounts as
provided in, and in accordance with the terms of, the Credit Agreement. All
amounts received on this Center Financing Note shall be applied in accordance
with the terms of the Credit Agreement. The proceeds of this Center Financing
Note shall be used in part for the development and opening of a Financed Center
located at Fort Lauderdale, Florida.
This Center Financing Note is one of the "Center Financing Notes" referred
to in the Credit Agreement, to which reference is made for the terms upon which
Company may make prepayments from time to time and at any time prior to the
maturity of this Center Financing Note and the terms of any prepayment premiums
or penalties which may be due and payable in connection therewith, and for the
terms and conditions upon which the maturity of this Center Financing Note may
be accelerated and the unpaid balance of principal and accrued interest thereon
declared immediately due and payable.
All amounts payable under this Center Financing Note shall be payable
without relief from valuation and appraisement laws, and with all collection
costs and attorneys' fees.
The holder of this Center Financing Note, at its option, may make
extensions of time for payment of the indebtedness evidenced by this Center
Financing Note, or reduce the payments thereon, release any collateral securing
payment of such indebtedness or accept a renewal note or notes therefor, all
without notice to Company or any endorser(s), and Company and all endorsers
hereby severally consent to any such extensions, reductions, releases and
renewals, all without notice, and agree that any such action shall not release
or discharge any of them from any liability hereunder. Company and endorser(s),
jointly and severally, waive demand, presentment for payment, protest, notice of
protest and notice of nonpayment or dishonor of this Center Financing Note and
each of them consents to all extensions of the time of payment thereof.
This Center Financing Note is made under and will be governed in all cases
by the substantive laws of the State of Indiana, notwithstanding the fact that
Indiana conflicts of laws rules might otherwise require the substantive rules of
law of another jurisdiction to apply.
HEARTGEN CENTERS, INC.,
an Indiana corporation
By:_____________________________________
Printed:________________________________
Title:__________________________________
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