Xxxxx Fargo Bank Iowa,
National]Association Revolving Note
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$2,500,000.00 March 28, 2002
FOR VALUE RECEIVED, Patient Infosystems, Inc. (the "Borrower") promises to pay
to the order of Xxxxx Fargo Bank Iowa, National Association (the "Bank"), at its
principal office or such other address as the Bank or holder may designate from
time to time, the principal sum of TWO MILLION FIVE HUNDRED THOUSAND and 00/100
Dollars ($2,500,000.00), or the amount shown on the Bank's records to be
outstanding, plus interest (calculated on the basis of actual days elapsed in a
360-day year) accruing on the unpaid balance at the annual interest rate defined
below. Absent manifest error the Bank's records will be conclusive evidence of
the principal and accrued interest owing hereunder.
This Revolving Note is issued pursuant to an Amended and Restated Credit
Agreement of even date herewith between the Bank and the Borrower (the
"Agreement"). The Agreement, and any amendments or substitutions thereto,
contain additional terms and conditions including default and acceleration
provisions. The terms of the Agreement are incorporated into this Revolving Note
by reference. Capitalized terms not expressly defined herein shall have the
meanings given them in the Agreement.
INTEREST RATE
Base Rate Option. Unless the Borrower chooses the LIBOR Rate Option as defined
below, the principal balance outstanding under this Revolving Note will bear
interest at an annual rate equal to the Base Rate, floating (the "Base Rate
Option"). The Base Rate is the "base" or "prime" rate of interest established by
the Bank from time to time at its principal office in Des Moines, Iowa.
LIBOR Rate Option. Subject to the terms and conditions of the Agreement the
Borrower may elect that all or portions of the principal balance of this
Revolving Note bear interest at the LIBOR Rate plus 1.75% (the "LIBOR Rate
Option"). Specific reference is made to the Section 3 of the Agreement for terms
governing the designation of interest periods and rate portions.
The LIBOR Rate will be computed in accordance with the following formula.
LIBOR Rate = London Interbank Rate
1.00 - Reserve Percentage
Where,
(1) "London Interbank Rate" means the average rate at which U.S.
Dollar deposits with a term equal to the applicable LIBOR
Interest Period and in an amount equal to the LIBOR Rate Portion
are offered to the Bank on the London Interbank Market.
(2) "Reserve Percentage" means the Federal Reserve System requirement
(expressed as a percentage) applicable to the dollar deposits
used in calculating the LIBOR Rate above.
REPAYMENT TERMS
Interest. Interest will be payable on the last day of each month, beginning
March 31, 2002. Interest accruing under the LIBOR Rate Option will be payable at
the end of the respectiveLIBOR Interest Period or the last day of each month,
whichever is earlier.
Principal. Principal, and any unpaid interest, will be payable in a single
payment due on March 31, 2003.
Prepayment Fee. Each prepayment of principal amounts bearing interest under the
LIBOR Rate Option, whether voluntary or by reason of acceleration, will be
accompanied by accrued interest on the amount prepaid plus a prepayment fee
equal to the amount, if any, by which:
(1) the additional interest that would have been payable on the
amount prepaid if it had not been paid until the last day of the
applicable interest period, exceeds
(2) the interest that would have been recoverable by the Bank by
reinvesting the amount prepaid from the prepayment date to the
last day of the applicable interest period in U.S. Government
Securities having a maturity date on or about that date.
ADDITIONAL TERMS AND CONDITIONS. The Borrower agrees to pay all costs of
collection, including reasonable attorneys' fees and legal expenses incurred by
the Bank in the event this Revolving Note is not duly paid. Demand, presentment,
protest and notice of nonpayment and dishonor of this Revolving Note are
expressly waived. This Revolving Note will be governed by the substantive laws
of the State of Iowa.
Patient Infosystems, Inc.
By: /s/ Xxxx X. Xxxxxx
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Its: Vice President of Financial Planning
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DC1425E1
