EXHIBIT 10.39
Amended and Restated Revolving Credit Note
$20,000,000.00 Charlotte, North Carolina
February 17, 1995
FOR VALUE RECEIVED, VITAS HEALTHCARE CORPORATION, a Delaware corporation
having its principal place of business located in Miami, Florida (the
"Borrower"), hereby promises to pay to the order of
NATIONSBANK OF FLORIDA, NATIONAL ASSOCIATION (the "Lender"), in its
individual capacity, at the office of NationsBank of Florida, National
Association, as agent for the Lender (the "Agent"), located at One Independence
Center, 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 (or
at such other place or places as the Agent may designate) at the times set forth
in the Amended and Restated Revolving Credit, Term Loan and Reimbursement
Agreement dated as of February 17, l995 among the Borrower, the financial
institutions party thereto (collectively, the "Lenders") and the Agent (the
"Agreement" - all capitalized terms not otherwise defined herein shall have the
respective meanings set forth in the Agreement) in lawful money of the United
States of America, in immediately available funds, the principal amount of
TWENTY MILLION AND NO/100 DOLLARS ($20,000,000.00) or, if less than such
principal amount, the aggregate unpaid principal amount of all Revolving Credit
Loans made by the Lender to the Borrower pursuant to the Agreement on the
Revolving Credit Termination Date or such earlier date as may be required
pursuant to the terms of the Agreement; and to pay interest thereon from the
date of each such Revolving Credit Loan, in like money, at said office, on the
dates and at the rates provided in Article II of the Agreement. All or any
portion of the principal amount of Revolving Credit Loans may be prepaid as
provided in the Agreement.
If payment of all sums due hereunder is accelerated under the terms of the
Agreement or under the terms of the other Loan Documents executed in connection
with the Agreement, the then remaining principal amount and accrued but unpaid
interest shall bear interest which shall be payable on demand (i) in the case of
a LIBOR Loan, until the end of the Interest Period with respect to such LIBOR
Loan, at a rate of two percent (2%) above the LIBOR Rate applicable to such
LIBOR Loan, and (ii) thereafter, and with respect to Floating Rate Loans, at a
rate two percent (2%) per annum in excess of the Floating Rate or the maximum
rate permitted under applicable law, if lower, until such principal and interest
have been paid in full. Further, in the event of such acceleration, this
Revolving Credit Note, and all other indebtedness of the Borrower to the Lenders
shall become immediately due and payable, without presentation, demand, protest
or notice of any kind, all of which are hereby waived by the Borrower.
In the event this Revolving Credit Note is not paid when due at any stated
or accelerated maturity, the Borrower agrees to pay, in addition to the
principal and interest, all costs of collection, including reasonable attorneys'
fees, and interest thereon at the rates set forth above.
Interest hereunder shall be computed on the basis of a 360 day year for
the actual number of days elapsed in the interest period.
This Revolving Credit Note is one of the Revolving Credit Notes in the
aggregate principal amount of $20,000,000 referred to in the Agreement and is
issued pursuant to and entitled to the benefits and security of the Agreement to
which reference is hereby made for a more complete statement of the terms and
conditions upon which the Revolving Credit Loans evidenced hereby were or are
made and are to be repaid. This Revolving Credit Note is subject to certain
restrictions on transfer or assignment as provided in the Agreement. The
obligations evidenced by this Revolving Credit Note are secured, inter alia,
by an Amended and Restated Pledge and Security Agreement of even date with the
Agreement from the Borrower to the Agent for the benefit of the Lenders.
All Persons bound on this obligation, whether primarily or secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the full extent permitted by law the benefits of all provisions of law for
stay or delay of execution or sale of property or the satisfaction of judgment
against any of them on account of liability hereon until judgment be obtained
and execution issues against any other of them and returned satisfied or until
it can be shown that the maker or any other party hereto had no property
available for the satisfaction of the debt evidenced by this instrument, or
until any other proceedings can be had against any of them, also their right, if
any, to require the holder hereof to hold as security for this Revolving Credit
Note any collateral deposited by any of said Persons as security. Protest,
notice of protest, notice of dishonor, diligence or any other formality are
hereby waived by all parties bound hereon.
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IN WITNESS WHEREOF, the Borrower has caused this Revolving Credit Note to
be made, executed and delivered by its duly authorized representative as of the
date and year first above written, all pursuant to authority duly granted.
VITAS HEALTHCARE CORPORATION
WITNESS:
/s/ [Signature Illegible] By: /s/ Xxxx X. Xxxxxxxxx
------------------------- ---------------------------------
Name: Xxxx X. Xxxxxxxxx
/s/ [Signature Illegible] Title: Vice President
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ACKNOWLEDGEMENT OF EXECUTION
ON BEHALF OF
VITAS HEALTHCARE CORPORATION
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
Before me, the undersigned, a Notary Public in and for said County and
State on this 13th day of February, 1995, personally appeared Xxxx X. Xxxxxxxxx,
being by me duly sworn says he works at 000 X. Xxxxxxxx Xxxxxxxxx, Xxxxx,
Xxxxxxx, known to be the Vice President of Vitas Healthcare Corporation, (the
"Company"), who, being by me duly sworn, says that by authority duly given by,
and as the act of the Company, the foregoing and annexed Note dated February 17,
1995, was signed by him as said Vice President on behalf of the Company.
Witness my hand and official seal this 13th day of February, 1995.
/s/ Xxxxxx Xxxxxxxx
------------------------
Notary Public
(SEAL)
My Commission Expires: 11-18-98
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AFFIDAVIT OF XXXXXXX X. XXXXXXXX
The undersigned, being first duly sworn, deposes and says that:
1. She is a Vice President with NationsBank of Florida, National
Association and works at 000 X.X. Third Avenue, Miami, Florida 33131.
2. The Promissory Note of Vitas Healthcare Corporation to NationsBank of
Florida, National Association (the "Bank") in the principal amount of
$20,000,000 dated February 17, 1995 was executed before her and delivered to her
on behalf of the Bank in Charlotte, North Carolina on February 17, 1995.
This the 17th day of February, 1995.
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxx
Vice President
Acknowledgement of Execution
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
Before me, the undersigned, a Notary Public in and for said County and
State on the 13th day of February, 1995, A.D., personally appeared Xxxxxxx X.
Xxxxxxxx being and by me duly sworn affixed her signature to the above
Affidavit.
Witness my hand and official seal this 13th day of February, 1995.
/s/ Xxxxxx Xxxxxxxx
------------------------
Notary Public
(SEAL)
My Commission Expires: 11-18-98
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