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Exhibit 10.56
REVOLVING NOTE
AMERICAN HOMEPATIENT, INC.
PROMISSORY NOTE
$26,812,500.00 New York, New York
December 23, 1997
FOR VALUE RECEIVED, AMERICAN HOMEPATIENT, INC., a Delaware corporation (the
"BORROWER"), being liable hereunder, promises to pay to COOPERATIVE CENTRALE
RAIFFEISEN-BOERENLEENBANK, B.A. "RABOBANK NEDERLAND", NEW YORK (the "PAYEE"), on
or before the Termination Date, the lesser of (x) TWENTY SIX MILLION EIGHT
HUNDRED TWELVE THOUSAND FIVE HUNDRED DOLLARS AND NO/100 ($26,812,500.00) and (y)
the unpaid principal amount of all advances made by the Payee to the Borrower as
Revolving Loans under the Credit Agreement referred to below.
The Borrower also promises to pay interest on the unpaid principal amount
hereof from the date hereof until paid in full at the rates and at the times
that shall be determined, and to make principal prepayments on this Note at the
times that shall be determined, in accordance with the provisions of that
certain Fourth Amended and Restated Credit Agreement dated as of December 19,
1997 by and among the Borrower, the financial institutions party thereto and
Bankers Trust Company, as the Agent (the "AGENT") (said Fourth Amended and
Restated Credit Agreement, as it may hereafter be amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT").
This Note is one of the Borrower's "Revolving Notes" in the aggregate
principal amount of $325,000,000 and is issued pursuant to and entitled to the
benefits of the Credit Agreement to which reference is hereby made for a more
complete statement of the terms and conditions under which the Revolving Loans
evidenced hereby were made and are to be repaid. Capitalized terms used herein
without definition shall have the meanings set forth in the Credit Agreement.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
office of the Agent located at Xxx Xxxxxxx Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, or
at such other place as shall be designated in writing for such purpose in
accordance with the terms of the Credit Agreement. Unless and until an
Assignment and Acceptance effecting the assignment or transfer of this Note
shall have been accepted by Agent as provided in Section 11.05 (b)(ii) of the
Credit Agreement, the Borrower and the Agent shall be entitled to deem the Payee
as the owner and
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holder of this Note. Each of the Payee and any subsequent holder of this Note
agrees, by its acceptance hereof, that before disposing of this Note or any part
hereof it will make a notation hereon of all principal payments previously made
hereunder and of the date to which interest hereon has been paid; provided,
however, that the failure to make a notation of any payment made on this Note
shall not limit or otherwise affect the obligation of the Borrower hereunder
with respect to payments of principal or interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day that
is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note; provided, however, that if the day on
which any payment relating to a Eurodollar Rate Loan is due is not a Business
Day but is a day of the month after which no further Business Day occurs in such
month, then the due date thereof shall be the next preceding Business Day;
provided further that if the date of any mandatory prepayment required to be
made under the Credit Agreement is not a Business Day such payment shall be made
on the immediately preceding Business Day.
This Note is subject to mandatory prepayment as provided in Section 4.02(c)
of the Credit Agreement and prepayment at the option of the Borrower as provided
in Section 4.02(a) of the Credit Agreement.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued but unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.
This Note is subject to restrictions on transfer or assignment as provided
in Section 11.05 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this Note
or the Credit Agreement shall alter or impair the obligation of the Borrower,
which is absolute
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and unconditional, to pay the principal of and interest on this Note at the
place, at the respective times, and in the currency herein prescribed.
The Borrower promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in Section 11.01 of the Credit Agreement,
incurred in the collection and enforcement of this Note. The Borrower and
endorsers of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder. THE BORROWER IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY JUDICIAL PROCEEDING RELATED TO THIS NOTE.
IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at the
place first above written.
AMERICAN HOMEPATIENT, INC.
By:
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Name: Xxxx Xxxxx Xxxxxxx
Title: Senior Vice President and
Chief Financial Officer
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TRANSACTIONS ON REVOLVING NOTE
Amount of Outstanding
Type of Amount of Principal Principal
Loan Made Loan Made Paid Balance Notation
Date This Date This Date This Date This Date Made By
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