Exhibit 10.37
PROMISSORY NOTE
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Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials
$400,000.00 12-11-1998 12-11-99 7197700 500 30 1313 JHP
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REFERENCES IN THE SHADED AREA ARE FOR LENDER'S USE ONLY AND DO NOT LIMIT THE APPLICABILITY OF THIS
DOCUMENT TO ANY PARTICULAR LOAN OR ITEM.
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BORROWER: UNITED MEDICORP, INC. (TIN: 00-0000000) LENDER: TEXAS CENTRAL BANK, N. A.
00000 XXXXX XXXXXXX XXXXX., XXXXX 000 0000 XXXXXX XXXX XXXX, XXXXX 000
XXXXXX, XX 00000 XXXXXX, XX 00000
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PRINCIPAL AMOUNT: $400,000.00 INITIAL RATE: 8.750% DATE OF NOTE: DECEMBER 11, 1998
PROMISE TO PAY. UNITED MEDICORP, INC. ("BORROWER") PROMISES TO PAY TO TEXAS
CENTRAL BANK, N. A. ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED
STATES OF AMERICA, THE PRINCIPAL AMOUNT OF FOUR HUNDRED THOUSAND & 00/100
DOLLARS ($400,000.00) OR SO MUCH AS MAY BE OUTSTANDING, TOGETHER WITH
INTEREST ON THE UNPAID OUTSTANDING PRINCIPAL BALANCE OF EACH ADVANCE.
INTEREST SHALL BE CALCULATED FROM THE DATE OF EACH ADVANCE UNTIL REPAYMENT OF
EACH ADVANCE OR MATURITY, WHICHEVER OCCURS FIRST. THE INTEREST RATE WILL NOT
INCREASE ABOVE 18.000%.
CHOICE OF USURY CEILING AND INTEREST RATE. The interest rate on this Note has
been implemented under the "Weekly Rate" as referred to in Section 303.201 of
the Texas Finance Code and Articles 1D.002 and 1D0.003 of the Texas Credit
Title. The terms, including the rate, or index, formula, or provision of law
used to compute the rate on the Note, will be subject to revision as to
current and future balances, from time to time by notice from Lender in
compliance with Section 303.403 of the Texas Finance Code.
PAYMENT. BORROWER WILL PAY THIS LOAN ON DEMAND, OR IF NO DEMAND IS MADE, IN
ONE PAYMENT OF ALL OUTSTANDING PRINCIPAL PLUS ALL ACCRUED UNPAID INTEREST ON
DECEMBER 11, 1999. IN ADDITION, BORROWER WILL PAY REGULAR MONTHLY PAYMENTS OF
ACCRUED UNPAID INTEREST BEGINNING JANUARY 11, 1999, AND ALL SUBSEQUENT
INTEREST PAYMENTS ARE DUE ON THE SAME DAY OF EACH MONTH AFTER THAT. The
annual interest rate for this Note is computed on a 365/360 basis; that is,
by applying the ratio of the annual interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding, unless such calculation
would result in a usurious rate, in which case interest shall be calculated
on a per diem basis of a year of 365 or 366 days, as the case may be.
Borrower will pay Lender at Xxxxxx's address shown above or at such other
place as Lender may designate in writing. Unless otherwise agreed or required
by applicable law, payments will be applied first to accrued unpaid interest,
then to principal, and any remaining amount to any unpaid collection costs
and late charges. Notwithstanding any other provision of this Note, Xxxxxx
will not charge interest on any undisbursed loan proceeds. No scheduled
payment, whether of principal or interest or both, will be due unless
sufficient loan funds have been disbursed by the scheduled payment date to
justify the payment.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an independent index which is the WALL
STREET JOURNAL PRIME RATE (the "Index"). The index is not necessarily the
lowest rate charged by Lender on its loans. If the index becomes unavailable
during the term of this loan, Lender may designate a substitute index after
notice to Borrower. Lender will tell Borrower the current index rate upon
Xxxxxxxx's request. Borrower understands that Lender may make loans based on
other rates as well. The interest rate change will not occur more often than
each day. The index currently is 7.750% per annum. THE INTEREST RATE TO BE
APPLIED PRIOR TO MATURITY TO THE UNPAID PRINCIPAL BALANCE OF THIS NOTE WILL
BE AT A RATE OF 1.000 PERCENTAGE POINT OVER THE INDEX, ADJUSTED IF NECESSARY
FOR THE MINIMUM AND MAXIMUM RATE LIMITATIONS DESCRIBED BELOW, RESULTING IN AN
INITIAL RATE OF 8.750% PER ANNUM. NOTWITHSTANDING ANY OTHER PROVISION OF
THIS NOTE, THE VARIABLE INTEREST RATE OR RATES PROVIDED FOR IN THIS NOTE WILL
BE SUBJECT TO THE FOLLOWING MINIMUM AND MAXIMUM RATES. NOTICE: Under no
circumstances will the interest rate on this Note be less than 4.000% per
annum or more than the lesser of 18.000% per annum or the maximum rate
allowed by applicable law. For purposes of this Note, the "maximum rate
allowed by applicable law" means the greater of (a) the maximum rate of
interest permitted under federal or other law applicable to the indebtedness
evidenced by this Note, or (b) the "Weekly Rate" as referred to in Section
303.201 of the Texas Finance Code and Articles 1D.002 and 1D0.003 of the Texas
Credit Title.
PREPAYMENT. Xxxxxxxx agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject
to refund upon early payment (whether voluntary or as a result of default),
except as otherwise required by law. Except for the foregoing, Borrower may
pay without penalty all or a portion of the amount owed earlier than it is
due. Early payments will not, unless agreed to by Xxxxxx in writing, relieve
Xxxxxxxx of Xxxxxxxx's obligation to continue to make payments of accrued
unpaid interest. Rather, they will reduce the principal balance due.
POST MATURITY RATE. The Post Maturity Rate on this Note is the maximum rate
allowed by applicable law. Borrower will pay interest on all sums due after
final maturity, whether by acceleration or otherwise, at that rate, with the
exception of any amounts added to the principal balance of this Note based on
Lender's payment of insurance premiums, which will continue to accrue
interest at the pre-maturity rate.
DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform
when due any other term, obligation, covenant, or condition contained in this
Note or any agreement related to this Note, or in any other agreement or loan
Borrower has with Lender. (c) Borrower defaults under any loan, extension of
credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially
affect any of Borrower's property or Borrower's ability to repay this Note or
perform Borrower's obligations under this Note or any of the Related
Documents. (d) Any representation or statement made or furnished to Lender by
Borrower or on Xxxxxxxx's behalf is false or misleading in any material
respect either now or at the time made or furnished. (e) Xxxxxxxx becomes
insolvent, a receiver is appointed for any part of Xxxxxxxx's property,
Xxxxxxxx makes an assignment for the benefit of creditors, or any proceeding
is commenced either by Borrower or against Borrower under any bankruptcy or
insolvency laws. (f) Any creditor tries to take any of Xxxxxxxx's property on
or in which Xxxxxx has a lien or security interest. This includes a
garnishment of any of Xxxxxxxx's accounts with Xxxxxx. (g) Any guarantor dies
or any of the other events described in this default section occurs with
respect to any guarantor of this Note. (h) A material adverse change occurs
in Borrower's financial condition or Xxxxxx believes the prospect of payment
or performance of the indebtedness is impaired. (i) Lender in good xxxxx
xxxxx itself insecure based on a change in the financial condition of
Borrower.
If any default, other than a default in payment, is curable, it may be cured
(and no event of default will have occurred) if Borrower, after receiving
written notice from Lender demanding cure of such default: (a) cures the
default within fifteen (15) days, or (b) if the cure requires more than
fifteen (15) days, immediately initiates steps which Lender deems in Lender's
sole discretion to be sufficient to cure the default and thereafter continues
and completes all reasonable and necessary steps sufficient to produce
compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Xxxxxx may declare the entire indebtedness,
including the unpaid principal balance on this Note, all accrued unpaid
interest, and all other amounts, costs and expenses for which Borrower is
responsible under this Note or any other agreement with Lender pertaining to
this loan, immediately due, without notice, and then Borrower will pay that
amount. Xxxxxx may hire an attorney to help collect this Note if Borrower
does not pay, and Borrower will pay Xxxxxx's reasonable attorneys' fees.
Borrower also will pay Lender all other amounts actually incurred by Xxxxxx
as court costs, lawful fees for filing, recording, or releasing to any public
office any instrument securing this loan; the reasonable cost actually
expended for repossessing, storing, preparing for sale, and selling any
security, and fees for noting a lien on or transferring a certificate of
title to any motor vehicle offered as security for this loan, or premiums or
identifiable charges received in connection with the sale of authorized
insurance. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN
THE STATE OF TEXAS. IF THERE IS A LAWSUIT, AND IF THE TRANSACTION EVIDENCED
BY THIS NOTE OCCURRED IN DALLAS COUNTY, XXXXXXXX AGREES UPON XXXXXX'S REQUEST
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF DALLAS COUNTY, THE STATE OF
TEXAS. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL LAWS.
RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest
in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender
all Borrower's right, title and interest in and to, Xxxxxxxx's accounts with
Lender (whether checking, savings, or some other account), including without
limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Xxxxx
accounts, and all trust accounts for which the grant of a security interest
would be prohibited by law. Borrower authorizes Xxxxxx, to the extent
permitted by applicable law, to charge or setoff all sums owing on this Note
against any and all such accounts.
LINE OF CREDIT. This Note evidences a revolving line of credit. Advances
under this Note may be requested only in writing by Borrower or by an
authorized person. All communications, instructions, or directions by
telephone or otherwise to Lender are to be directed to Xxxxxx's office shown
above. Xxxxxxxx agrees to be liable for all sums either: (a) advanced in
accordance with the instructions of an authorized person or (b) credited to
any of Xxxxxxxx's accounts with Xxxxxx. The unpaid principal balance owing on
this Note at any time may be evidenced by endorsements on this Note or by
Xxxxxx's internal records, including daily computer print-outs. Lender will
have no obligation to advance funds under this Note if: (a) Borrower or any
guarantor is in default under the terms of this Note or any agreement that
Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of this Note; (b) Borrower or any guarantor
ceases doing business or is insolvent; (c) any guarantor seeks, claims or
otherwise attempts to limit, modify or revoke such guarantor's guarantee of
this Note or any other loan with Lender; (d) Borrower has applied funds
provided pursuant to this Note for purposes other than those authorized by
Lender; or (e) Lender in good xxxxx xxxxx itself insecure under this Note or
any other agreement between Lender and Borrower. THIS REVOLVING LINE OF
CREDIT SHALL NOT BE SUBJECT TO SEC. 348 OF THE TEXAS FINANCE CODE.
RENEWAL AND EXTENSION. This Note is given in renewal and extension and not in
novation of the following described indebtedness: the Promissory Note from
Borrower to Lender dated April 29, 1998.
12-11-1998 PROMISSORY NOTE PAGE 2
LOAN NO 719770 (CONTINUED)
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GENERAL PROVISIONS. This Note is payable on demand. The inclusion of
specific default provisions or rights of Lender shall not preclude Xxxxxx's
right to declare payment of this Note on its demand. If any part of this
Note cannot be enforced, this fact will not affect the rest of the Note. In
particular, this section means (among other things) that Borrower does not
agree or intend to pay, and Lender does not agree or intend to contract for,
charge, collect, take, reserve or receive (collectively deterred to herein as
"charge or collect"), any amount in the nature of interest or in the nature
of a fee for this loan, which would in any way or event (including demand,
prepayment, or acceleration) cause Lender to charge or collect more for this
loan than the maximum Lender would be permitted to charge or collect by
federal law or the law of the State of Texas (as applicable). Any such excess
interest or unauthorized fee shall, instead of anything stated to the
contrary, be applied first to reduce the principal balance of this loan, and
when the principal has been paid in full, be refunded to Borrower. The right
to accelerate maturity of sums due under this Note does not include the right
to accelerate any interest which has not otherwise accrued on the date of
such acceleration, and Lender does not intend to charge or collect any
unearned interest in the event of acceleration. All sums paid or agreed to be
paid to Lender for the use, forbearance or detention of sums due hereunder
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full term of the loan evidenced by this
Note until payment in full so that the rate or amount of interest on account
of the loan evidenced hereby does not exceed the applicable usury ceiling.
Lender may delay or forgo enforcing any of its rights or remedies under this
Note without losing them. Borrower and any other person who signs, guarantees
or endorses this Note, to the extent allowed by law, waive presentment,
demand for payment, protest, notice of dishonor, notice of intent to
accelerate the maturity of this Note, and notice of acceleration of the
maturity of this Note. Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether
as maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan, or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Xxxxxx's security
interest in the collateral without the consent of or notice to anyone. All
such parties also agree that Xxxxxx may modify this loan without the consent
of or notice to anyone other than the party with whom the modification is
made.
PRIOR TO SIGNING THIS NOTE, XXXXXXXX READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. XXXXXXXX
AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY
OF THE NOTE.
BORROWER:
UNITED MEDICORP, INC
By: /s/ X. Xxxxxx Xxxxxx, X.X.
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X. Xxxxxx Xxxxxx, Vice President
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