Exhibit 10.37
Borrowers:
UCI MEDICAL
AFFILIATES,
INC., UCI MEDICAL
AFFILIATES OF SOUTH
CAROLINA, INC., DOCTORS CARE. P.A., DOCTOR'S CARE OF TENNESSEE, P.C.,
PROGRESSIVE PHYSICAL THERAPY, P.A., and CAROLINA ORTHOPEDIC
& SPORTS MEDICINE,
P.A.
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Account Number: 7680024035
Note Number:
0007
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Address:
4416 Forest Drive
Columbia, South Carolina 29206-3104
Date:
June 16,
-----------------------------------
------------
2005
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BB&T
of South
Carolina
PROMISSORY NOTE
BORROWERS REPRESENT HEREWITH THAT THE LOAN
EVIDENCED HEREBY IS BEING OBTAINED
FOR BUSINESS/COMMERCIAL PURPOSES. For value
received, the undersigned, jointly
and severally, if more than one, promises
to pay to BRANCH BANKING AND TRUST
COMPANY OF SOUTH CAROLINA, a South Carolina
banking corporation (the "Bank"), or
order, at said bank at any of its offices
in the above referenced city for such
other place or places that may be hereafter
designated by bank, the sum of ONE
MILLION ONE HUNDRED THOUSAND AND
NO/HUNDREDTHS ($1,100,000.00) DOLLARS, in
immediately available coin or currency of
the United States of America. [ ]
Borrower shall pay a prepayment penalty as
set forth in the Prepayment Penalty
Addendum attached hereto.
Interest shall accrue from the date hereof
on the unpaid balance outstanding
from time to time at the:
|_| Fixed rate
of ________________% per annum.
|X| Variable
rate of the Bank's Prime Rate plus 0.500 % per annum to be
adjusted DAILY as the Bank's Prime Rate changes. If checked here
[],
the interest rate will not exceed a(n) [ ] fixed [ ] average
maximum
rate of _______________% or a [ ] floating maximum rate of the
greater
of
______________% or the Bank's Prime Rate; and the interest rate
will
not decrease below a fix minimum rate of ______________%. If an
average
maximum rate is specified, a determination of any required
reimbursement of interest by Bank will be made: [ ] when Note is
repaid
in full by Borrower [ ] annually beginning on
------------------------------.
|_| Fixed rate of _______________%
per
annum
through
__________________________________________________________
which automatically
coverts on _____________________________ to a
variable rate equal to the Bank's
Prime Rate plus _________________________%
per annum which shall be adjusted
_________________________________ as such
Prime Rate changes.
|-|
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Principal and interest is payable as
follows:
|_| Principal
(plus any accrued interest not otherwise scheduled herein) is
due in full at maturity on
-------------------------------
|_| Principal
plus accrued interest is due in full at maturity on
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|X| Payable in
consecutive monthly installments of Principal and interest
commencing on July 16,
2005 and continued on the same day of each
calendar period thereafter, in 11 equal payments of $94,976.79,
with
one final payment of all remaining principal and accrued interest
due
on June 16, 2006.
|_| Business ChoiceLine Payment Option: 2% of outstanding balance is
payable monthly commencing on __________ and
continuing on the same day of each
calendar period thereafter, with one final payment of all
remaining
principal
and accrued interest due on
______________.
|_| Accrued interest is payable ________ commencing on ________and
continuing on the same day of each calendar
period thereafter, with one final
payment of all remaining interest due on
________.
|_| Bank
reserves the right in its sole discretion to adjust the fixed
payment due hereunder _______________ on _________________________,
and
continuing on the same day of each calendar period thereafter, in
order
to maintain an amortization period of no more than ________ months
from
the date of this Note. Borrower understands the payment may
increase if
interest rates increase.
|_| Prior to
an event of default, Borrower may borrow, repay, and reborrow
hereunder pursuant to the terms of the Loan Agreement,
hereinafter
defined.
|-|
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----------------------------------------
|_| Borrower
hereby authorizes Bank to automatically debit from its demand,
deposit, or savings account(s) with Bank, any payment(s) due under
this
Note on the date(s) due.
The undersigned shall pay to Bank a late fee in the amount of
five
percent (5%) of any installment past due
for fifteen (15) or more days. When any
installment payment is past due for fifteen
(15) or more days, subsequent
payments shall first be applied to the past
due balance. In addition, the
undersigned shall pay to Bank a returned
payment fee if the undersigned or any
other obligor hereon makes any payment at
any time by check or other instrument,
or by any electronic means, which is
returned to Bank because of nonpayment due
to nonsufficient funds.
All interest shall be computed and charged for the actual number
of
days elapsed on the basis of a year
consisting of three hundred sixty (360)
days. In the event periodic accruals of
interest shall exceed any periodic fixed
payment amount described above, the fixed
payment amount shall be immediately
increased, or additional supplemental
interest payments required on the same
periodic basis as specified above
(increased fixed payments or supplemental
payments to be determined in the Bank's
sole discretion), in such amounts and at
such times as shall be necessary to pay all
accruals of interest for the period
and all accruals of unpaid interest from
previous periods. Such adjustments to
the fixed payment amount or supplemental
payments shall remain in effect for so
long as the interest accruals shall exceed
the original fixed payment amount and
shall be further adjusted upward or
downward to reflect changes in the variable
interest rate; provided that unless elected
otherwise above, the fixed payment
amount shall not be reduced below the
original fixed payment amount. However,
Bank shall have the right, in its sole
discretion, to lower the fixed payment
amount below the original payment
amount.
This Note is given by the undersigned in connection with the
following
agreements (if any) between the undersigned
and the Bank:
Mortgage(s)/Deed of Trusts(s) granted in
favor of Bank as mortgagee/beneficiary:
|_| dated
_________in the maximum principal amount of $_________ granted
by
-------------------------------------------.
|_| dated
_________ in the maximum principal amount of $_________
granted
by
-------------------------------------------.
Security Agreement(s) granting a security
interest to Bank:
|X| dated June
16, 2005 given by UCI MEDICAL AFFILIATES, INC., UCI MEDICAL
AFFILIATES
OF
SOUTH
CAROLINA,
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INC., DOCTORS CARE, P.A., DOCTOR'S CARE OF
TENNESSEE, P.C., PROGRESSIVE PHYSICAL
THERAPY, P.A., and CAROLINA ORTHOPEDIC
& SPORTS MEDICINE, P.A.
|_| Securities
Account Pledge and
Security Agreement
dated
_____________
executed by ---------------------------
|_| Control
Agreement(s) dated
_______________________________ covering:
|_| Deposit Account(s) |_| Investment
Property
|_| Letter of
Credit Rights |_| Electronic Chattel Paper
|_| Assignment
of Certificate of Deposit, Security Agreement, and Power
of
Attorney (for Certificated Certificates of Deposit) dated_______________,
executed by_________________
|_| Pledge and Security Agreements for Publicly Traded Certificated
Securities
dated
_____________________
executed
by
-------------------------------------------------------------------------------.
|_| Assignment of Life Insurance Policy as Collateral dated
_____________________________________executed
by
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|X| Loan Agreement dated June 16, 2005,
executed by Borrowers and Guarantor(s).
|X| Note 0007 will be cross-collateralized
and cross-defaulted with Note 0006
executed simultaneously herewith.
All of the terms, conditions and covenants
of the above described agreements
(the " agreements") are expressly made a
part of this promissory note (the
"Note") by reference in the same manner and
with the same effect as if set forth
herein at length and any holder of this
Note is entitled to the benefits of and
remedies provided in the Agreements and any
other agreements by and between the
undersigned and the Bank.
No delay or omission on the part of the holder in exercising any
right
hereunder shall operate as a waiver of such
right or of any other right of such
holder, nor shall any delay, omission or
waiver on any one occasion be deemed a
bar to or waiver of the same or of any
other right on any future occasion. Every
on of the undersigned and every endorser or
guarantor of this Note regardless of
the time, order or place of
