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EXHIBIT 10.68
PROMISSORY NOTE
___________ ____, 199_
FOR VALUE RECEIVED, and intending to be legally bound hereby,
___________________________ ("MAKER"), promises to pay to the order of Balanced
Care Corporation, a Delaware corporation or the holder hereof ("PAYEE"), in
lawful money of the United States of America, the principal sum of ____________
Dollars and __/100 ($_______.__), together with interest thereon from and after
the date hereof at the rate specified herein.
If not sooner paid, Maker shall pay the entire principal amount
outstanding hereunder, together with all accrued but unpaid interest thereon,
upon demand. If not sooner paid, the accrued interest on the principal amount
outstanding under this Note shall be immediately due and payable in arrears on
the first day of each calendar quarter. Interest shall be payable in arrears on
the first day of each calendar quarter, beginning ________, 199_.
This Note is made in connection with Advances made by Payee to Maker
pursuant to the provisions of that certain Shortfall Funding Agreement by and
between Maker and Payee dated January _, 1998 (the "SHORTFALL Agreement"), the
terms of which are incorporated herein by reference. Capitalized terms not
otherwise defined herein have the meanings ascribed to such terms in Appendix 1
to the Shortfall Agreement; and the rules of interpretation and other provisions
provided for in such Appendix 1 shall be applicable to this Note.
Interest on the outstanding principal balance hereunder shall accrue at
a rate of 2% over the Prime Rate as announced from time to time in the Wall
Street Journal (or, in the event of the discontinuance of the publishing of the
Prime Rate in the Wall Street Journal, such other source as the holder may
determine) (the "CONTRACTUAL RATE"); provided, however, that upon an Event of
Default, whether by acceleration or otherwise, interest shall accrue at the
Contractual Rate plus two percent (2%) per annum (the "DEFAULT RATE") until all
sums due hereunder are paid. Interest shall continue to accrue after the entry
of judgment at the Default Rate until all sums due hereunder and/or under the
judgment are paid.
Maker waives presentment, demand, notice, protest, all rights of
set-off or counterclaim, and all other demands and notices in connection with
the delivery, acceptance, performance, default or enforcement of this Note and
the Shortfall Agreement.
So long as Payee is the holder hereof, Xxxxx's books and records shall
be presumed, except in the case of manifest error, to accurately evidence at all
times all amounts outstanding under this Note and the date and amount of each
payment made pursuant hereto.
The prompt and faithful performance of all of Maker's obligations
hereunder, including without limitation time of payment, is of the essence of
this Note.
Payee shall be entitled to exercise any right notwithstanding any prior
exercise, failure to
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exercise or delay in exercising any such right.
Xxxxx shall retain the lien of any judgment entered on account of the
indebtedness evidenced hereby, as well as any security interest previously
granted to secure repayment of the indebtedness evidenced hereby, and Maker
warrants that Maker has no defense whatsoever to any action or proceeding that
may be brought to enforce or realize on such judgment or security interest.
If any provision hereof shall for any reason be held invalid or
unenforceable, no other provision shall be affected thereby, and this Note shall
be construed as if the invalid or unenforceable provision had never been a part
of it.
The rights and privileges of Payee contained in this Note shall inure
to the benefit of its successors and assigns, and the duties of Maker shall bind
all heirs, personal representatives, successors and assigns.
This Note shall in all respects be governed by the laws of the
Commonwealth of Pennsylvania, excluding its conflicts of laws.
PAYMENT OF THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF A
SUBORDIDNATION AND STANDSTILL AGREEMENT DATED AS OF FEBRUARY 6, 1998 BETWEEN THE
PAYEE AND CAPSTONE CAPITAL CORPORATION, A COPY OF SAID SUBORDINATION AND
STANDSTILL AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST OF ANY HOLDER OF THIS
NOTE FROM CAPSTONE CAPITAL CORPORATION, 0000 XXXXX XXXXXX XXXXX, XXXXX 000,
XXXXXXXXXX, XX 00000.
Witness the due execution hereof.
WITNESS:
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By: /s/ Signature Illegible
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Title:
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Schedule to Exhibit 10.68 filed pursuant to Instruction 2 to Item
601(a) of Regulation S-K
Promissory Note
Location Entities
Ravenna, OH BCC at Ravenna, Inc.;
Extended Care Operators of Ravenna LLC
Harrisburg, PA BCC at Harrisburg, Inc.;
Extended Care Operators of Harrisburg LLC
Greensboro, NC BCC at Greensboro, Inc.;
Extended Care Operators of Greensboro LLC
