payments hereunder equal to 100% of the amount of cash (as determined by Maker’s independentauditors) in excess of $7,000,000 that is available to Maker as of the end of such year afteraccounting for all of Maker’s expenditures and expenses during that calendar year, includingwithout limitation a reserve for payment of any Contested Claims. All determinations of excess cashflow made by the Maker’s independent auditors shall be final, conclusive, and binding on Maker andHolders absent manifest error.     Any Mandatory Pre-Payments shall be paid in full to Agent, on behalf of the Holders, by nolater than March 31 of the year following the fiscal year with respect to which such payments arerequired; provided, however, that Maker shall make an estimated payment related to the MandatoryPre-Payments on September 30 of each fiscal year commencing September 30, 2004. The estimatedpayment shall be in an amount equal to one-half (1/2) of Maker’s good-faith estimate of theRequired Pre-Payments for such fiscal year based on Maker’s cash on hand at June 30 and anticipatedcash needs during the remainder of the fiscal year.     The indebtedness evidenced hereby may be prepaid in whole or in part, at any time and fromtime to time, without premium or penalty. Any such prepayments shall be credited first to anyaccrued and unpaid interest and then to the outstanding principal balance hereof.     Time is of the essence of this Note.     In the event this Note is placed in the hands of an attorney for collection, or if Holderincurs any external costs incident to the collection of the indebtedness evidenced hereby, Makerand any endorsers hereof agree to pay to Holder an amount equal to all such costs, includingwithout limitation all reasonable attorneys’ fees and all court costs.     Presentment for payment, demand, protest and notice of demand, protest and nonpayment arehereby waived by Maker and all other parties hereto. No failure to accelerate the indebtednessevidenced hereby by reason of an Event of Default hereunder, acceptance of a past-due installmentor other indulgences granted from time to time, shall be construed as a novation of this Note or asa waiver of such right of acceleration or of the right of Holder thereafter to insist upon strictcompliance with the terms of this Note or to prevent the exercise of such right of acceleration orany other right granted hereunder or by applicable law. No extension of the time for payment of theindebtedness evidenced hereby or any installment due hereunder, made by agreement with any personnow or hereafter liable for payment of the indebtedness evidenced hereby, shall operate to release,discharge, modify, change or affect the original liability of Maker hereunder or that of any otherperson now or hereafter liable for payment of the indebtedness evidenced hereby, either in whole orin part, unless Holder agrees otherwise in writing. This Note may not be changed orally, but onlyby an agreement in writing signed by the party(ies) against whom enforcement of any waiver, change,modification or discharge is sought.     The indebtedness and other obligations evidenced by this Note are further evidenced by (i) thePlan of Reorganization and (ii) all other documents evidencing the Holders’ security interests andliens on property of Maker.     All agreements herein made are expressly limited so that in no event whatsoever shall theamount paid or agreed to be paid to Holder for the use of the money advanced or to be advanced
 

 
hereunder exceed the maximum rate of interest allowed to be charged under applicable law (the“Maximum Rate”). If, from any circumstances whatsoever, the fulfillment of any provision of thisNote or any other agreement or instrument now or hereafter evidencing, securing or in any wayrelating to the indebtedness evidenced hereby shall involve the payment of interest in excess ofthe Maximum Rate, then, ipso facto, the obligation to pay interest hereunder shall be reduced tothe Maximum Rate; and if from any circumstance whatsoever, Holder shall ever receive interest, theamount of which would exceed the amount collectible at the Maximum Rate, such amount as would beexcessive interest shall be applied to the reduction of the principal balance remaining unpaidhereunder and not to the payment of interest. This provision shall control every other provision inany and all other agreements and instruments existing or hereafter arising between Maker and Holderwith respect to the indebtedness evidenced hereby.     This Note is intended as a contract under and shall be construed and enforceable in accordancewith the laws of the State of Tennessee, except to the extent that federal law may be applicable tothe determination of the Maximum Rate.     Failure by Maker to pay to Agent on behalf of Holders any amounts due hereunder within ten(10) business days of the due date thereof shall constitute an Event of Default hereunder.     **Maker hereby irrevocably consents to the jurisdiction of the United States District Court forthe Middle District of Tennessee and of all Tennessee state courts sitting in Davidson County,Tennessee, for the purpose of any litigation to which holder may be a party and which concerns thisnote. It is further agreed that venue for any such action shall lie exclusively with courts sittingin Davidson County, Tennessee.**     HOLDER AND MAKER HEREBY KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COUNSEL WAIVE TRIAL BYJURY IN ANY ACTIONS, PROCEEDINGS, CLAIMS OR COUNTER-CLAIMS, WHETHER IN CONTRACT OR TORT OROTHERWISE, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT.     As used herein, the terms “Maker” and “Holder” shall be deemed to include their respectivesuccessors, legal representatives and assigns, whether by voluntary action of the parties or byoperation of law.        MAKER:         AMERICAN HOMEPATIENT, INC.,a Delaware corporation         By: /s/ Robert L. Fringer           Title: Vice President & Secretary 
 

 
        AMERICAN HOMEPATIENT, INC.,