EXHIBIT A
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REVOLVING CREDIT NOTE
$15,000,000 Cleveland, Ohio
October 24, 2005
FOR VALUE RECEIVED, the undersigned, DIALYSIS CORPORATION OF AMERICA, a
Florida corporation ("Borrower"), hereby promises to pay, on the last day of
the Revolving Commitment Period, as defined in the Credit Agreement (as
hereinafter defined), to the order of KEYBANK NATIONAL ASSOCIATION ("Lender")
at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, or at such other place as Lender
shall designate, the principal sum of FIFTEEN MILLION AND 00/100 DOLLARS
($15,000,000) or the aggregate unpaid principal amount of all Revolving Loans
made by Lender to Borrower pursuant to Section 2.1 of the Credit Agreement,
whichever is less, in lawful money of the United States of America. As used
herein, "Credit Agreement" means the Credit Agreement, dated as of October
24, 2005, between Borrower and Lender, as the same may from time to time be
amended, restated or otherwise modified. Capitalized terms used herein shall
have the meanings ascribed to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid principal amount
of each Revolving Loan from time to time outstanding, from the date of such
Revolving Loan until the payment in full thereof, at the rates per annum
which shall be determined in accordance with the provisions of Section 2.1 of
the Credit Agreement. Such interest shall be payable on each date provided
for in Section 2.1; provided, however, that interest on any principal portion
which is not paid when due shall be payable on demand.
The portions of the principal sum hereof from time to time representing
Base Rate Loans and LIBOR Loans, and payments of principal of any thereof,
shall be shown on the records of Lender by such method as Lender may
generally employ; provided, however, that failure to make any such entry
shall in no way detract from Borrower's obligations under this Note.
If this Note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal
hereof, and the unpaid interest thereon, shall bear interest, until paid, at
a rate per annum equal to the Default Rate. All payments of principal of, and
interest on, this Note shall be made in immediately available funds
denominated in United States dollars.
This Note is the Revolving Credit Note referred to in the Credit
Agreement. Reference is made to the Credit Agreement for a description of the
right of the undersigned to anticipate payments hereof, the right of the
holder hereof to declare this Note due prior to its stated maturity, and
other terms and conditions upon which this Note is issued.
This Note is governed by the laws of the State of Ohio, without regard
to principles of conflicts of laws.
Except as expressly provided in the Credit Agreement, Borrower expressly
waives presentment, demand, protest and notice of any kind.
BORROWER WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN BORROWER
AND LENDER, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS NOTE, THE
CREDIT AGREEMENT, OR ANY OTHER RELATED WRITING, INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED THERETO.
IN WITNESS WHEREOF, Borrower has executed this Revolving Credit Note as
of the date first written above.
DIALYSIS CORPORATION OF AMERICA
/s/ Xxxxxxx X. Xxxxxxx
By:-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
