Exhibit 10.25
LOAN NUMBER
LOAN NAME
ACCT, NUMBER
NOTE DATE
1542182
American Physicians
04/15/04
Services Group, Inc.
NOTE AMOUNT
INDEX (w/Margin)
RATE
MATURITY DATE
$3,000,000.00 Wall
Street Journal
4.25%
04/15/05
INITIALS
LOAN PURPOSE
JDL
Commercial
PROMISSORY NOTE
(Commercial - Revolving Draw - Variable Rate)
RENEWAL NOTE
DATE AND PARTIES. The date of this
Promissory Note (Note) is April 1 5, 2004.
The parties and their addresses are:
LENDER:
PLAINSCAPITAL BANK
2705 Bee Cave Rd, Suite 120
Austin, Texas 78746
Telephone: (512) 494-8000
BORROWER:
AMERICAN PHYSICIANS SERVICES GROUP,
INC.
a Texas Corporation
1301 Capital of Texas Highway
Austin, Texas 78746
1. DEFINITIONS. As used in this Note, the
terms have the following meanings:
A. Pronouns. The pronouns "I," "me," and
"my" refer to each Borrower signing
this Note, individually and together with
their heirs, successors and assigns,
and each other person or legal entity
(including guarantors, endorsers, and
sureties) who agrees to pay this Note.
"You" and "Your" refer to the Lender,
with its participants or syndicators,
successors and assigns, or any person or
company that acquires an interest in the
Loan.
B. Note. Note refers to this document, and
any extensions, renewals,
modifications and substitutions of this
Note.
C. Loan. Loan refers to this transaction
generally, including obligations and
duties arising from the terms of all
documents prepared or submitted for this
transaction such as applications, security
agreements, disclosures or notes, and
this Note.
D. Property. Property is any property,
real, personal or intangible, that
secures my performance of the obligations
of this
Loan.
E. Percent. Rates and rate change
limitations are expressed as annualized
percentages.
2. RENEWAL. This Note is a renewal of the
following described note:
Note Date
Note Number
Note Amount
November 12, 2003
#1542182
$3,000,000.00
I have requested that the note listed in
the table above be renewed. The
remaining balance of the note listed in the
table above is $000.
3. PROMISE TO PAY. For value received, I
promise to pay you or your order, at
your address, or at such other location as
you may designate, amounts advanced
from time to time under the terms of this
Note up to the maximum outstanding
principal balance of $3,000,000.00
(Principal), plus interest from the date of
disbursement, on the unpaid outstanding
Principal balance until this Note
matures or this obligation is
accelerated.
I may borrow up to the Principal amount
more than one time.
All advances made will be made subject to
all other terms and conditions of this
Loan.
4. INTEREST. Interest will accrue on the
unpaid Principal balance of this Note
at the rate of 4.25 percent (Interest Rate)
until May 15, 2004, after which time
it may change as described in the Variable
Rate subsection.
A. Post-Maturity Interest. After maturity
or acceleration, interest will accrue
on the unpaid Principal balance of this
Note at 18,000 percent until paid in
full.
B. Maximum Interest Amount. Any amount
assessed or collected as interest under
the terms of this Note or obligation will
be limited to the Maximum Lawful
Amount of interest allowed by state or
federal law. Amounts collected in excess
of the Maximum Lawful Amount will be
applied first to the unpaid Principal
balance. Any remainder will be refunded to
me, The maximum interest rate
producing the Maximum Lawful Amount will be
the weekly ceiling rate announced by
the Credit Commissioner from time to time
hereafter,
C. Statutory Authority. The amount assessed
or collected on this Note is
authorized by the Texas usury laws under
Tex. Fin. Code, Ch. 303, The provisions
of Tex, Fin. Code, Ch. 346 do not apply to
this Note.
D. Accrual. During the scheduled term of
this Loan interest accrues using an
Actual/360 days counting method.
E. Variable Rate. The Interest Rate may
change during the term of this
transaction.
(1) Index. Beginning with the first Change
Date, the Interest Rate will be based
on the following index: the highest base
rate on corporate loans posted by at
least 75% of the nation's 30 largest banks
that The Wall Street Journal
publishes as the Prime Rate.
The Current Index is the most recent index
figure available on each Change Date.
You do not guaranty by selecting this
Index, or the margin, that the Interest
Rate on this Note will be the same rate you
charge on any other loans or class
of loans you make to me or other borrowers.
If this Index is no longer
available, you will substitute a similar
index. You will give me notice of your
choice.
American Physicians Services Group,
Inc.
Texas Promissory Note
Initials
/s/ WHH
Page 1
<PAGE>
(2) Change Date. Each date on which the
Interest Rate may change is called a
Change Date. The Interest Rate may change
May 15, 2004 and monthly thereafter.
(3) Calculation Of Change. On each Change
Date, you will calculate the Interest
Rate, which will be the Current Index.
The result of this calculation will be
rounded to the nearest .001 percent.
Subject to any limitations, this will be
the
Interest Rate until the next Change Date,
The new Interest Rate will become
effective on each Change Date. The
Interest Rate and other charges on this
Note will never exceed the highest rate
or charge allowed by law for this Note.
(4) Li
