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Exhibit 10.6 PROMISSORY NOTE
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$3,662,000.00
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Effective November 6, 2008
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FOR VALUE RECEIVED, RHA STROUD, LLC , an Oklahoma limited
liability company, d/b/a Stroud Regional Medical Center
(hereinafter referred to as the "Borrower"), unconditionally
promises to pay to the order of VALLIANCE BANK ("Lender"),
at 1601 N.W. Expressway, Oklahoma City, OK 73118, or at such other
place as may be designated in writing by the holder of this
promissory note, the principal sum not to exceed THREE MILLION SIX
HUNDRED SIXTY-TWO THOUSAND AND 00/100 Dollars ($3,662,000.00),
together with interest thereon at the rate hereinafter specified:
INTEREST RATE . Interest shall accrue on the
outstanding principal balance of this loan at the rate of Wall
Street Journal Prime Rate plus two percent (2.00%), adjusted at the
end of each calendar quarter. Interest on this Note shall be
computed on the basis of a 360 day year. In no event shall the
interest rate be less than seven percent (7.0%) per annum. The Wall
Street Journal Prime Rate (WSJP) means that annual rate of
interest published in the Wall Street Journal and is defined herein
as the base rate on corporate loans posted by at least 75% of the
nations thirty (30) largest banks or a similar substitute rate
determined by the Lender in its sole discretion as most nearly
approximating that rate in the case this prime rate is no longer
published. Each change in the WSJP shall become effective without
notice (which notice is hereby waived) on the date of change.
PAYMENT TERMS . Beginning on November 30, 2008,
and on the last day of each month thereafter, Borrower shall pay
Lender monthly installment payments of principal and interest based
upon a sixteen (16) year amortization. On the Maturity Date of
November 6, 2024, all accrued interest and unpaid principal
shall be due and payable in full. Lender may adjust the monthly
payments as needed to provide for payment in full within the stated
amortization period. LATE CHARGES : Notwithstanding
the grace period, Lender may assess a late charge if a payment is
more than 10 days late. The charge will be $100.00 for each
late payment. This charge will be paid promptly but only once for
each late payment. In no event shall these charges, either before
or after maturity, be greater than permitted by law. DEFAULT
INTEREST : Any sum not paid when due shall bear interest at
a rate of six percent (6%) per annum greater than the per annum
interest rate prevailing on this Note at the time the unpaid amount
came due, but in no event at a rate less than ten percent (10%) per
annum. Of even date herewith the Borrower and Lender have entered
into that certain Loan Agreement ("Agreement"). This Promissory
Note is defined in the Agreement as the Promissory Note. Unless
otherwise defined herein, all words and phrases with their initial
letter capitalized shall be afforded the meaning given in the
Agreement.
The Lender’s records of advances and repayments will be
prima facie evidence of the amount owed by the Borrower to the
Lender with respect to this Note, in the absence of manifest error.
All payments made upon this Note shall be applied first to the
outstanding accrued interest, if any, through the date of payment
and the balance, if any, to the principal balance due and owing
under this Note. PREPAYMENT : On any installment
payment date additional payments may be made to be credited to
principal. Borrower agrees to a prepayment premium of five percent
(5.0%) of any additional principal amount paid in year one; four
percent (4%) in year two three percent (3.0%) in year three; two
percent (2.0%) in year four, and one percent (1.0%) in year five.
After the fifth year Borrower shall have the right to make any
prepayment of principal without a premium cost. Prepayments shall
be credited to installments of principal in the inverse order of
their maturity. Monthly payments shall not be reduced as a result
of any prepayments. To the extent permitted by law, the foregoing
prepayment premium shall be payable regardless of whether the loan
is prepaid voluntarily or involuntarily. Any prepaid amounts
specified in a notice of prepayment, as aforesaid, shall become due
and payable at the time provided in said notice. Borrower agrees
that if, and as often as, this Note is placed in the hands of an
attorn
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