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EXHIBIT 10.17
REVOLVING CREDIT NOTE
$675,000 APRIL 1, 1996
FOR VALUE RECEIVED, the undersigned (herein called "Maker"), promises
to pay to the order of DOCTORS PRACTICE MANAGEMENT, INC. (herein called
"Payee," which term herein in every instance shall refer to any owner or
holder of this note) , the sum of Six Hundred Seventy Five Thousand AND 00/100
DOLLARS ($675,000), or so much thereof as is advanced to Borrower under the
Credit Agreement referred to below, together with interest on the principal
hereof from time to time outstanding from the date of advancement until
maturity, at the per annum rate hereinafter stated, said principal and interest
being payable in lawful money of the United States of America as provided in
the Credit Agreement (defined below).
This note has been issued pursuant to and entitled to the benefits of
the Credit Agreement dated as of April 1, 1996, by and between the Maker and
Payee (as the same may be amended, modified or restated from time to time, the
"Credit Agreement"), and is the "Note" referred to therein. Terms defined in
the Credit Agreement are used herein with the same meanings. Reference is made
to the Credit Agreement for provisions for the prepayment hereof and the
acceleration of the Maturity hereof.
The principal balance hereof advanced and from time to time remaining
unpaid shall bear interest during each day of the loan evidenced hereby from
the date advanced until the date paid at the rates set forth in the Credit
Agreement.
The principal and interest of this note hereon shall be due and
payable in accordance with the provisions of the Credit Agreement.
If there shall occur or be continuing an Event of Default (within the
meaning of the Credit Agreement), then Payee shall have the option, to the
extent permitted by applicable law, to declare this note due and payable,
whereupon the entire unpaid principal balance of this note and all accrued
unpaid interest hereon thereupon at once shall mature and become due and
payable without presentment, demand, protest or notice of any kind (including,
but not limited to, notice of intention to accelerate or notice of
acceleration), all of which hereby are expressly waived by Maker. The time of
payment-of-this note also is subject to acceleration in the same manner
provided in this paragraph in the event Maker
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defaults or otherwise fails to discharge its obligations under any of the
instruments securing payment hereof or relating hereto.
Maker and any and all sureties, guarantors and endorsers of this note
and all other parties now or hereafter liable hereon, severally waive grace,
demand, presentment for payment protest, notice of any kind (including, but
not limited to, notice of dishonor, notice of protest, notice of intention to
accelerate and notice of acceleration) and diligence in collecting and bringing
suit against any party hereto, and agree (a) to all extensions and partial
payments, with or without notice, before or after maturity, (b) to any
substitution, exchange loss, impairment or release of any security now or
hereafter given for this note, (c) to the release of any party primarily or
secondarily liable hereon, and (d) that it will not be necessary for Payee, in
order to enforce payment of this note, to first institute or exhaust Xxxxx's
remedies against Maker or any other party liable therefor or against any
security for this note.
In the event of default hereunder or under any of the instruments
securing payment hereof and this note is placed in the hands of an attorney
for- collection (whether or not suit is filed) , or if this note is collected
by suit or legal proceedings or through the probate court or bankruptcy
proceeding, maker agrees to pay all reasonable attorneys, fees and all
expenses of collection and costs of court.
It is the intention of the parties hereto to conform strictly to
applicable usury laws. Accordingly, notwithstanding any provision to the
contrary in this note or in any of the documents securing or guaranteeing
payment hereof or otherwise relating hereto, or in any communication or
writing by Payee or any other person relating to this loan, whether now or
hereafter arising, in no event or contingency shall this note or such
documents, communications or writings permit or require the payment of any sums
which constitute interest under applicable law, or permit or require the
charging, taking, reserving, or receiving by Payee or any other person of any
sums which constitute interest under applicable law, in excess of the maximum
amount permitted by such law. If any excess interest otherwise would be deemed
to be contracted for, charged, taken, reserved or received under this note or
such documents, communications or writings by Payee or any other person, or in
the event the maturity of the indebtedness evidenced by this note is
accelerated in whole or in part, or in the event all or part of the principal
or interest of this note shall be prepaid, then it is agreed as follows: (i)
any excess or unearned interest contracted for, charged, taken, reserved, or
received, shall be deemed a mistake and canceled automatically, without the
necessity of any other communication or writing by Payee or any other person,
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(ii) any excess or unearned interest which is paid shall be credited to the
unpaid principal amount hereof or, to the extent the unpaid principal amount
hereof shall have been or would be paid in full, refunded to Maker or other
obligor as the case may be, and (iii) the note, documents, communication or
writing, as the case may be, shall be reformed automatically to permit only the
payment, charging, taking, reserving, or receiving of accrued unpaid interest
at the maximum lawful rate. Without limiting the foregoing, in determining the
maximum amount of lawful interest under this loan, all interest at any time
contracted for, charged, taken, reserved or received shall be amortized,
prorated, allocated, and spread, to the full extent permitted by applicable
law, in equal parts during the period of the full term of the loan evidenced
hereby, taking into account all renewal and extension periods.
The provisions set forth in the preceding paragraph shall be deemed to
be incorporated into each of the documents executed in connection with this note
and loan and in every communication and writing relating to this note and loan,
now or hereafter arising, whether or not the same expressly references the
preceding paragraph, and any and all figures set forth therein shall, for the
purpose of determining the extent of the indebtedness set forth or asserted
therein, or otherwise contracted for, charged, taken, reserved, or received, as
applicable, be recomputed automatically by Maker or other obligor, or by any
court with proper jurisdiction considering the same, or both, as necessary to
give effect to the adjustments and credits required and agreed upon therein and
the other agreements set forth therein, without the necessity of any other
communication or writing by Xxxxx.
If the applicable state or federal usury law is amended after the date
hereof to permit a greater rate of interest to be contracted for, charged,
taken, reserved, or received under this note and the loan than is permitted
under applicable state or federal law as of the date hereof, then the maximum
lawful rate of interest applicable to this note and loan shall be increased to
the maximum rate of interest allowed by such subsequent law or amendment, to be
effective as of the effective date of such law or amendment, and such additional
charges that may become owing by reason of such increase shall be payable on
demand.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED UNDER THE APPLICABLE LAWS OF THE
STATE OF TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA.
Any check, draft, money order or other instrument given in payment of all or
any portion hereof may be accepted by Payee and handled in collection in the
customary manner, but the same shall not constitute payment-hereunder or
diminish any rights of Payee except to the extent that actual cash proceeds of
such instrument are unconditionally received by Payee.
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Maker represents and warrants to Payee and to all other owners and
holders of any indebtedness evidenced hereby that all loans evidenced by this
note are for business, commercial,. investment or other similar purpose and not
primarily for personal, family, household or agricultural use.
This note is secured as provided in the Credit Agreement and is
entitled to all of the benefits of the Credit Agreement.
- MAKER -
JCW MEDICAL ASSOCIATES, P.A.
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxxx, D.O.
President
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