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EXHIBIT 10.8.2
[FORM OF SERIES B NOTE]
LINCARE HOLDINGS INC.
9.01% SENIOR SECURED NOTE, SERIES B
DUE SEPTEMBER 15, 2004
No. B-[_____] [Date]
$[_______] PPN: 532791 A@ 9
FOR VALUE RECEIVED, the undersigned, LINCARE HOLDINGS INC.
(herein called the "Company"), a corporation organized and existing under the
laws of the State of Delaware, promises to pay to [ ], or registered assigns,
the principal sum of $[ ] on September 15, 2004, with interest (computed on the
basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance
thereof at the rate of 9.01% per annum from the date hereof, payable
semiannually, on March 15 and September 15 in each year, commencing with the
March or September next succeeding the date hereof (except that no interest
payment shall be made on September 15, 2000), until the principal hereof shall
have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand), at a
rate per annum from time to time equal to the greater of (i) 11.01% or (ii) 2%
over the rate of interest publicly announced by Bank of America from time to
time in Chicago, Illinois as its "base" or "prime" rate.
Payments of principal of, interest on and any Make-Whole
Amount with respect to this Note are to be made in lawful money of the United
States of America at the principal office of Bank of America in Chicago,
Illinois or at such other place as the Company shall have designated by written
notice to the holder of this Note as provided in the Note Purchase Agreement
referred to below.
This Note is one of a series of Senior Secured Notes (herein
called the "Notes") issued pursuant to a Note Purchase Agreement dated as of
September 1, 2000 (as from time to time amended, the "Note Purchase Agreement"),
between the Company and the respective Purchasers named therein and is entitled
to the benefits thereof. Each holder of this Note will be deemed, by its
acceptance hereof, (i) to have agreed to the confidentiality provisions set
forth in Section 20 of the Note Purchase Agreement and (ii) to have made the
representation set forth in Section 6.2 of the Note Purchase Agreement.
Exhibit 10.8.2
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This Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of transfer,
duly endorsed, or accompanied by a written instrument of transfer duly executed,
by the registered holder hereof or such xxxxxx's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.
This Note is subject to optional prepayment, in whole or from
time to time in part, and to mandatory offers to prepay, at the times and on the
terms specified in the Note Purchase Agreement but not otherwise.
If an Event of Default, as defined in the Note Purchase
Agreement, occurs and is continuing, the principal of this Note may be declared
or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.
Payment of the principal of, and interest and Make-Whole
Amount, if any, on this Note, and all other amounts due under the Note Purchase
Agreement, is guaranteed pursuant to the terms of a Guaranty dated as of
September 1, 2000 of certain Subsidiaries of the Company.*
This Note shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the law of the State of
Illinois excluding choice-of-law principles of the law of such State that would
require the application of the laws of a jurisdiction other than such State.
LINCARE HOLDINGS INC.
By:
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Name:
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Title:
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* This paragraph must be removed at such time as there are no Subsidiary
Guarantors.
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Exhibit 10.8.2
