EXHIBIT 10.4
SECOND AMENDED AND RESTATED REVOLVING NOTE
$15,000,000.00 Dallas, Texas May 23, 2002
FOR VALUE RECEIVED, the undersigned, HORIZON MENTAL HEALTH MANAGEMENT,
INC., a Texas corporation ("Borrower") hereby promises to pay to the order of
BANK OF AMERICA, NATIONAL ASSOCIATION ("Bank"), at the Principal Office of the
Agent, in lawful money of the United States of America and in immediately
available funds, the principal amount of FIFTEEN MILLION AND NO/100 DOLLARS
($15,000,000.00) or such lesser amount as shall equal the aggregate unpaid
principal amount of the Loans made by Bank to Borrower under the Credit
Agreement referred to below, on the dates and in the principal amounts provided
in the Credit Agreement, and to pay interest on the unpaid principal amount of
each such Loans, at such office, in like money and funds, for the period
commencing on the date of such Loans until such Loan shall be paid in full, at
the rates per annum and on the dates provided in the Credit Agreement.
Borrower hereby authorizes Bank to record in its records the amount of
each Loan and Type of Accounts established under each Loan and all
Continuations, Conversions and payments of principal in respect thereof, which
records shall, in the absence of manifest error, constitute prima facie evidence
of the accuracy thereof; provided, however, that the failure to make such
notation with respect to any such Loan or payment shall not limit or otherwise
affect the obligations of Borrower under the Credit Agreement or this Revolving
Note.
This Revolving Note is one of the Revolving Notes referred to in the
Second Amended and Restated Credit Agreement dated as of May 23, 2002, among
Borrower, Horizon Health Corporation, Bank, the other banks and lending
institutions named therein and JPMorgan Chase Bank, as agent for Bank and such
other banks and lending institutions ("Agent") (such Credit Agreement, as the
same may be amended or otherwise modified from time to time, being referred to
herein as the "Credit Agreement"), and evidences the Loans made by Bank
thereunder. The Credit Agreement, among other things, contains provisions for
acceleration of the maturity of this Revolving Note upon the happening of
certain stated events and for prepayments of the Loans prior to the maturity of
this Revolving Note upon the terms and conditions specified in the Credit
Agreement. Capitalized terms used in this Revolving Note have the respective
meanings assigned to them in the Credit Agreement.
This Revolving Note shall be governed by and construed in accordance
with the laws of the State of Texas and the applicable laws of the United States
of America.
Except for any notices expressly required by the Loan Documents,
Borrower and each surety, guarantor, endorser and other party ever liable for
payment of any sums of money payable on this Revolving Note jointly and
severally waive notice, presentment, demand for payment, protest, notice of
protest and non-payment or dishonor, notice of acceleration, notice of intent to
accelerate, notice of intent to demand, diligence in collecting, grace and all
other formalities of any kind, and consent to all extensions without notice for
any period or periods of time and partial payments, before or after maturity,
and any impairment of any collateral securing this Revolving Note, all without
prejudice to the holder. The holder shall similarly have the right to deal in
any way, at any time, with one or more of the foregoing parties without notice
to any other party, and to grant any such party any extensions of time for
payment of any of said indebtedness, or to release any such party or to release
or substitute part or all of the collateral securing this Revolving Note, or to
grant any other indulgences or forbearances whatsoever, without notice to any
other party and without in any way affecting the personal liability of any party
hereunder.
This Revolving Note is executed in amendment and restatement of (and
not in extinguishment or satisfaction of the indebtedness evidenced by) that
certain Xxxxxxx and Restated Revolving Note dated as of November 15, 2000,
executed by Borrower pursuant to the Existing Credit Agreement and payable to
the order of The Chase Manhattan Bank (the "2000 Note") to the extent the
indebtedness evidenced thereby has been assigned to the Bank. The 2000 Note was
executed in amendment and restatement of all of those certain Term Notes dated
as of December 9, 1997 executed by Parent pursuant to the Original Credit
Agreement and payable to the order of the
banks named therein, including The Chase Manhattan Bank, as such notes have been
assigned to The Chase Manhattan Bank and assumed by Xxxxxxxx (collectively, the
"1997 Notes" and the 1997 Notes and the 2000 Note, herein the "Prior Notes").
This Revolving Note evidences indebtedness previously evidenced by the Prior
Notes. With respect to matters relating to the period prior to the date hereof,
all provisions of the Prior Notes are hereby ratified and confirmed and shall
remain in full force and effect.
HORIZON MENTAL HEALTH MANAGEMENT, INC.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: CFO
