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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 191 Peachtree
Street, N.E., 30th Floor, Atlanta, Georgia
30303, 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 joi
