EXHIBIT 10.35
REVOLVER NOTE
$12,500,000 December 4, 2003
FOR VALUE RECEIVED, the undersigned, PROXYMED, INC., a Florida
corporation, KEY COMMUNICATIONS SERVICE, INC., an Indiana corporation, and
MEDUNITE, INC., a Delaware corporation (each of the foregoing herein a
"Borrower" and collectively, the "BORROWERS"), HEREBY JOINTLY AND SEVERALLY
PROMISE TO PAY to the order of WACHOVIA BANK, NATIONAL ASSOCIATION a national
banking association ("LENDER") or its assigns, at its offices at 000 Xxxxxxxxx
Xxxxxx, X.X., 00xx Xxxxx, Xxxxxxx, Xxxxxxx 00000, or at such other place as the
holder of this Revolver Note (this "REVOLVER NOTE") may designate from time to
time in writing, in lawful money of the United States of America and in
immediately available funds, the amount of TWELVE MILLION FIVE HUNDRED THOUSAND
DOLLARS ($12,500,000) or, if less, the aggregate unpaid principal amount of all
advances made pursuant to SECTION 2.1 of the "Loan Agreement" (as hereinafter
defined). All capitalized terms, unless otherwise defined herein, shall have the
respective meanings assigned to such terms in the Loan Agreement.
This Revolver Note is issued pursuant to that certain Loan and Security
Agreement of even date herewith, among Borrowers and Lender (as amended,
restated, supplemented or otherwise modified from time to time, the "LOAN
AGREEMENT"), and is entitled to the benefit and security of the Loan Agreement
and all of the other Loan Documents referred to therein. Reference is hereby
made to the Loan Agreement for a statement of all of the terms and conditions
under which the loans evidenced hereby were and are to be made.
Each Borrower jointly and severally promises to pay the principal
amount of the indebtedness evidenced hereby in the amount and on the dates
specified in the Loan Agreement. Each Borrower jointly and severally promises to
pay interest on the unpaid principal amount of this Revolver Note outstanding
from the date hereof until such principal amount is paid in full at such
interest rates and at such times as are specified in the Loan Agreement.
If any payment on this Revolver Note becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
Upon and after the occurrence of an Event of Default, this Revolver
Note may, as provided in the Loan Agreement, and without any demand, notice
(other than that required under the Loan Agreement) or legal process of any
kind, be declared, and immediately shall become, due and payable.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by each of the Borrowers.
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No delay or failure on the part of Lender in the exercise of any right
or remedy hereunder, under the Loan Agreement or any other Loan Document or at
law or in equity, shall operate as a waiver thereof, and no single or partial
exercise by Lender of any right or remedy hereunder, under the Loan Agreement or
any other Loan Document or at law or in equity shall preclude or estop another
or further exercise thereof or the exercise of any other right or remedy.
Time is of the essence of this Revolver Note. In case this Revolver
Note is collected by law or through an attorney at law, or under advice
therefrom, each Borrower, jointly and severally, agrees to pay or reimburse on
demand all reasonable costs and expenses paid or incurred by or on behalf of
Lender in connection with such collection, including, without limitation,
reasonable fees and disbursements of counsel and the reasonably allocated costs
and expenses of internal legal services.
THIS REVOLVER NOTE HAS BEEN EXECUTED, DELIVERED AND ACCEPTED AT ATLANTA,
GEORGIA, AND SHALL BE INTERPRETED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF
GEORGIA.
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[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Revolver Note has been executed by an
authorized representative of each Borrower as of the date first written above.
BORROWERS:
PROXYMED, INC.
By: /s/ Xxxxx X. Xxx
-----------------------------------------
Name: Xxxxx X. Xxx
Title: President and Chief Operating Officer
KEY COMMUNICATIONS SERVICES, INC.
By: /s/ XXXXX X. XXX
-----------------------------------------
Name: Xxxxx X. Xxx
Title: Chief Executive Officer
MEDUNITE, INC.
By: /s/ Xxxxx X. Xxx
-----------------------------------------
Name: Xxxxx X. Xxx
Title: President
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