EXHIBIT 10.48
G&L REALTY PARTNERSHIP, L.P.
NON-NEGOTIABLE 8.5% NOTE DUE JULY 31, 2007
FOR VALUE RECEIVED, the G&L REALTY PARTNERSHIP, L.P. (the "Company"), a
limited partnership organized and existing under the laws of the State of
Delaware, hereby promises to pay to PHP HEALTHCARE CORPORATION (the "Payee"), or
permitted assigns, the principal sum of TWO MILLION DOLLARS ($2,000,000.00) on
or before July 31, 2007 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 8.5%
per annum from the date hereof, payable quarterly, on the last day of January,
April, July and October in each year, commencing with October 31, 1997 until the
principal hereof shall have become due and payable, and (b) to the extent
permitted by law, on any overdue payment of principal or interest at 9.5% per
annum.
Payments of principal of and interest on this Note are to be made in lawful
money of the United States of America at 00000 Xxxxxxxx Xxxx Xxxxx, Xxxxxx,
Xxxxxxxx 00000 or at such other place in the continental United States as the
Payee shall have designated by written notice to the Company.
This Note is subject to prepayment at the option of the Company, in whole
or from time to time in part, at any time at a price equal to the principal
amount to be prepaid plus interest accrued and unpaid thereon, if any, without
premium.
If an Event of Default, as defined in the Lease Agreement, dated as of
February 1, 1997, between GL/PHP, LLC (an affiliate of the Company), as
landlord, and Pinnacle Health Enterprises, LLC (an affiliate of Payee whose
obligations under such Lease Payee has guaranteed), as tenant, occurs and is
continuing, the Company may offset against interest payments due hereunder
and/or the principal hereof an amount equal to the amount of its direct loss as
a result of such Event of Default.
This Note is intended as part of a commercial transaction and is not
negotiable. This Note may be assigned only with the prior written consent of the
Company, which will not be unreasonably withheld but which may be conditioned on
(a) written recognition by the proposed transferee of the provisions of the
preceding paragraph, and (b) delivery of evidence satisfactory to the Company
that such transfer will not violate any federal or state securities laws.
This Note shall be construed and enforced in accordance with the laws of
the State of California, excluding choice of law principles of the law of such
State that would require the applications of the laws of a jurisdiction other
than such State.
G&L REALTY PARTNERSHIP, L.P.
By: G&L Realty Corp., general partner
By /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Sr. Vice President
