REVOLVING CREDIT NOTE
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$2,400,000.00 DATED: OCTOBER 10, 1996
FOR VALUE RECEIVED, the undersigned, INTEGRATED LIVING COMMUNITIES, INC., a
Delaware corporation (the "Maker") hereby unconditionally promises to pay to the
order of INTEGRATED HEALTH SERVICES, INC., a Delaware corporation (the
"Lender"), the sum of TWO MILLION FOUR HUNDRED THOUSAND ($2,400,000.00) DOLLARS,
and all accrued and unpaid interest thereon, shall be fully due and payable on
December 2, 1996.
This Note shall bear interest from its date until maturity on the principal
amount outstanding from time to time hereunder (calculated on the basis of a
360-day year of twelve 30-day months) at a rate per annum equal to fourteen
(14%) percent. Each installment when paid shall be applied first to the payment
of all accrued interest and the balance shall be applied to principal.
Notwithstanding any provision contained herein, the total liability of
Maker for payment of interest pursuant hereto shall not exceed the maximum
amount of such interest permitted by law to be charged, collected, or received
from Maker and if any payments by Maker includes interest in excess of such a
maximum amount, Lender shall apply such excess to the reduction of the unpaid
principal amount due pursuant hereto, or if none is due, such excess shall be
refunded to Maker.
The Lender will record the date and amount of each loan made to Maker, the
date and amount of any principal and interest payment, and the principal balance
hereof of any schedule which may be attached hereto and made a part hereof, and
any such recordation shall, in the absence of manifest error, constitute prima
facie evidence of the accuracy of the information so recorded; provided however,
that the Lender's failure to so record shall not limit the obligations of the
Maker hereunder to pay the principal of and interest on the loans advanced to
Maker.
The Maker may prepay all or any part of the remaining balance of this Note
at any time without penalty or premium.
Maker waives presentment for payment, demand, notice of non-payment,
notice of protest and protest of this Note, and all other notices in connection
with the delivery, acceptance, performance, default, dishonor, or enforcement of
the repayment of this Note. Upon the occurrence of a default under this Note,
the lender may proceed to protect and enforce its rights hereunder in any manner
or order it deems expedient without regard to any equitable principles of
marshalling or otherwise. All rights and remedies given by this Note are
cumulative and not exclusive of any thereof or of any other rights or remedies
available to the Lender and no course of dealing between Maker and the Lender or
any delay or omission in exercising any right or remedy shall operate as a
waiver of
any right or remedy, and every right and remedy may be exercised from time to
time and as often as shall be deemed appropriate by Lender.
This Note shall be governed, interpreted, and enforceable in accordance
with the laws of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Note on the date
first above written.
INTEGRATED LIVING COMMUNITIES, INC.
BY: /s/Xxxx X. Xxxxx
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Xxxx X. Xxxxx
TITLE: CFO
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