Exhibit 10.3


     

    
      	
               Exhibit
                10.3

            


    

     

    

      Promissory
        Note

      (Fixed
        Rate)

      


      


      
        	 July
                7, 2005	
                 Maturity
                  Date: July 1, 2010

              
	 New	
                Amount:
                  $9,360,775.00

              


      

       

       

      
        	
                Bank:

                 

                Bank
                  of America, N.A.

                Banking
                  Center:

                414
                  Union Street

                Healthcare
                  Lending

                Nashville,
                  TN 37219

                Davidson
                  County

                 

                 

                 

                (Street
                  address including county)

              	
                Borrower:

                 

                ARC
                  HDV, LLC

                111
                  Westwood Place, Suite 200

                Brentwood,
                  Williamson County, Tennessee 37027

                 

                 

                 

                 

                 

                 

                (Name
                  and street address, including
                  county)

              


      

      


      


      FOR
        VALUE
        RECEIVED, the undersigned Borrower unconditionally (and jointly and severally,
        if more than one) promises to pay to the order of Bank, its successors and
        assigns, without setoff, at its offices indicated at the beginning of this
        Note,
        or at such other place as may be designated by Bank, the principal amount
        of
Nine
        Million Three Hundred Sixty Thousand Seven Hundred Seventy Five and No/100
        Dollars
        ($9,360,775.00), together with interest computed daily on the outstanding
        principal balance hereunder, at an annual interest rate, and in accordance
        with
        the payment schedule, indicated below.

      


      1. Rate. The
        Rate
        charged hereon shall be fixed at six and sixty-one one hundredths percent
        (6.61%) per annum. Notwithstanding any provision of this Note, Bank does
        not
        intend to charge and Borrower shall not be required to pay any amount of
        interest or other charges in excess of the maximum permitted by the applicable
        law of the State of Tennessee; if any higher rate ceiling is lawful, then
        that
        higher rate ceiling shall apply. Any payment in excess of such maximum shall
        be
        refunded to Borrower or credited against principal, at the option of
        Bank.

      


      2. Accrual
        Method. Unless
        otherwise indicated, interest at the Rate set forth above will be calculated
        by
        the 365/360 day method (a daily amount of interest is computed for a
        hypothetical year of 360 days; that amount is multiplied by the actual number
        of
        days for which any principal is outstanding hereunder). 

      


      3. Rate
        Change Date. N/A.

      


      4. Payment
        Schedule. All
        payments received hereunder shall be applied first to the payment of any
        expense
        or charges payable hereunder or under any other loan documents executed in
        connection with this Note, then to interest due and payable, with the balance
        applied to principal, or in such other order as Bank shall determine at its
        option. 

      


      
        
          
          

        

        
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        Principal and Interest
        Payments.
        Principal shall be paid in quarter-annual installments commencing October
        1,
        2005, and the 1st
        day of
        each January, April, July and October thereafter, in the amounts specified
        in
        the principal amortization schedule attached hereto as Exhibit
        “A”
        and
        incorporated herein by reference. Interest thereon shall be paid monthly
        on the
        first day of each calendar month commencing August 1, 2005, with a final
        payment
        of all unpaid interest and principal at the stated maturity of this
        Note.

      


      5. Automatic
        Payment.
        If
        filled in, Borrower has elected to authorize Bank to effect payment of sums
        due
        under this Note by means of debiting Borrower’s account number
        ________________________________. This authorization shall not affect the
        obligation of Borrower to pay such sums when due, without notice, if there
        are
        insufficient funds in such account to make such payment in full on the due
        date
        thereof, or if Bank fails to debit the account.

      


      6. Waivers,
        Consents and Covenants.
        Borrower, any indorser or guarantor hereof, or any other party hereto
        (individually an “Obligor” and collectively “Obligors”) and each of them jointly
        and severally: (a) waive presentment, demand, protest, notice of demand,
        notice
        of intent to accelerate, notice of acceleration of maturity, notice of protest,
        notice of nonpayment, notice of dishonor, and any other notice required to
        be
        given under the law to any Obligor in connection with the delivery, acceptance,
        performance, default or enforcement of this Note, any indorsement or guaranty
        of
        this Note, or any other documents executed in connection with this Note or
        any
        other note or other loan documents now or hereafter executed in connection
        with
        any obligation of Borrower to Bank (the “Loan Documents”); (b) consent to all
        delays, extensions, renewals or other modifications of this Note or the Loan
        Documents, or waivers of any term hereof or of the Loan Documents, or release
        or
        discharge by Bank of any of Obligors, or release, substitution or exchange
        of
        any security for the payment hereof, or the failure to act on the part of
        Bank,
        or any indulgence shown by Bank (without notice to or further assent from
        any of
        Obligors), and agree that no such action, failure to act or failure to exercise
        any right or remedy by Bank shall in any way affect or impair the obligations
        of
        any Obligors or be construed as a waiver by Bank of, or otherwise affect,
        any of
        Bank’s rights under this Note, under any indorsement or guaranty of this Note
        or
        under any of the Loan Documents; and (c) agree to pay, on demand, all costs
        and
        expenses of collection or defense of this Note or of any indorsement or guaranty
        hereof and/or the enforcement or defense of Bank’s rights with respect to, or
        the administration, supervision, preservation, or protection of, or realization
        upon, any property securing payment hereof, including, without limitation,
        reasonable attorney’s fees, including fees related to any suit, mediation or
        arbitration proceeding, out of court payment agreement, trial, appeal,
        bankruptcy proceedings or other proceeding, in such amount as may be determined
        reasonable by any arbitrator or court, whichever is applicable.

      


      7. Prepayment
        Fee.
        If there
        is a prepayment of such loan, each prepayment, whether voluntary, by reason
        of
        acceleration or otherwise, will be accompanied by the amount of accrued interest
        on the amount prepaid, and the prepayment fee described as follows. The
        prepayment fee shall be in an amount sufficient to compensate the Bank for
        any
        loss, cost or expense incurred by it as a result of the prepayment, including
        any loss of anticipated profits and any loss or expense arising from the
        liquidation or reemployment of funds obtained by it to maintain the loan
        or from
        fees payable to terminate the deposits from which such funds were obtained.
        The
        Borrower shall also pay any customary administrative fees charged by the
        Bank in
        connection with the foregoing. For purposes of this paragraph, the Bank shall
        be
        deemed to have funded the loan by a matching deposit or other borrowing in
        the
        applicable interbank market, whether or not the loan was in fact so funded.
        All
        prepayments of principal shall be applied in the inverse order of maturity,
        or
        in such other order as Bank shall determine in its sole discretion.

      


      
        
          
          

        

        
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      8. Delinquency
        Charge.
        To the
        extent permitted by law, a delinquency charge may be imposed in an amount
        not to
        exceed four percent (4%) of any payment that is more than fifteen days late.
        

      


      9. Events
        of Default.
        The
        following are events of default hereunder: (a) the failure to pay or perform
        any
        obligation, liability or indebtedness of any Obligor to Bank, or to any
        affiliate or subsidiary of Bank of America, whether under this Note or any
        Loan
        Documents, within three (3) days of the date when due (whether upon demand,
        at
        maturity or by acceleration); (b) the failure to pay or perform any other
        obligation, liability or indebtedness of any Obligor to any other party;
        (c) the
        breach of any covenant contained in any of the Loan Documents (subject to
        any
        cure procedure set forth therein); (d) the resignation or withdrawal of any
        partner or a material owner of Borrower, as determined by Bank in its sole
        discretion; (e) the commencement of a proceeding against any Obligor for
        dissolution or liquidation, the voluntary or involuntary termination or
        dissolution of any Obligor or the merger or consolidation of Borrower with
        or
        into another entity; (f) the insolvency of, the business failure of, the
        appointment of a custodian, trustee, liquidator or receiver for or for any
        of
        the property of, the assignment for the benefit of creditors by, or the filing
        of a petition under bankruptcy, insolvency or debtor’s relief law or the filing
        of a petition for any adjustment of indebtedness, composition or extension
        by or
        against any Obligor; (g) the determination by Bank that any representation
        or
        warranty made to Bank by any Obligor in any Loan Documents or otherwise is
        or
        was, when it was made, untrue or materially misleading; (h) the failure of
        any
        Obligor to timely deliver such financial statements, including tax returns,
        other statements of condition or other information, as Bank shall request
        from
        time to time; (i) the entry of an uninsured judgment against any Obligor
        which
        Bank deems to be of a material nature, in Bank’s sole discretion; (j) the
        seizure or forfeiture of, or the issuance of any writ of possession, garnishment
        or attachment, or any turnover order for any material property of any Obligor;
        or (k) the failure of Borrower’s business to comply with any law or
        regulation controlling its operation that would have a material adverse affect
        upon Borrower.

      


      10. Remedies
        upon Default.
        Whenever there is a default under this Note (a) the entire balance outstanding
        hereunder and all other obligations of any Obligor to Bank (however acquired
        or
        evidenced) shall, at the option of Bank, become immediately due and payable
        and
        any obligation of Bank to permit further borrowing under this Note shall
        immediately cease and terminate, and/or (b) to the extent permitted by law,
        the
        Rate of interest on the unpaid principal shall be increased at Bank’s discretion
        up to the maximum rate allowed by law, or if none, three percent (3%) per
        annum
        over the Prime Rate (the “Default Rate”). The provisions herein for a Default
        Rate shall not be deemed to extend the time for any payment hereunder or
        to
        constitute a “grace period” giving Obligors a right to cure any default. At
        Bank’s option, any accrued and unpaid interest, fees or charges may, for
        purposes of computing and accruing interest on a daily basis after the due
        date
        of the Note or any installment thereof, be deemed to be a part of the principal
        balance, and interest shall accrue on a daily compounded basis after such
        date
        at the Default Rate provided in this Note until the entire outstanding balance
        of principal and interest is paid in full. Upon a default under this Note,
        Bank
        is hereby authorized at any time, at its option and without notice or demand,
        to
        set off and charge against any deposit accounts of any Borrower, (as well
        as any
        money, instruments, securities, documents, chattel paper, credits, claims,
        demands, income and any other property, rights and interests of any Borrower),
        which at any time shall come into the possession or custody or under the
        control
        of Bank or any of its agents, affiliates or correspondents, any and all
        obligations due hereunder. Additionally, Bank shall have all rights and remedies
        available under each of the Loan Documents, as well as all rights and remedies
        available at law or in equity.

       

      
        
          
          

        

        
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      11. Non-Waiver.
        The
        failure at any time of Bank to exercise any of its options or any other rights
        hereunder shall not constitute a waiver thereof, nor shall it be a bar to
        the
        exercise of any of its options or rights at a later date. All rights and
        remedies of Bank shall be cumulative and may be pursued singly, successively
        or
        together, at the option of Bank. The acceptance by Bank of any partial payment
        shall not constitute a waiver of any default or of any of Bank’s rights under
        this Note. No waiver of any of its rights hereunder, and no modification
        or
        amendment of this Note, shall be deemed to be made by Bank unless the same
        shall
        be in writing, duly signed on behalf of Bank; each such waiver shall apply
        only
        with respect to the specific instance involved, and shall in no way impair
        the
        rights of Bank or the obligations of Obligors to Bank in any other respect
        at
        any other time. 

      


      12. Applicable
        Law, Venue and Jurisdiction.
        This
        Note and the rights and obligations of Borrower and Bank shall be governed
        by
        and interpreted in accordance with the law of the State of Tennessee. In
        any
        litigation in connection with or to enforce this Note or any indorsement
        or
        guaranty of this Note or any Loan Documents, Obligors, and each of them,
        irrevocably consent to and confer personal jurisdiction on the courts of
        the
        State of Tennessee or the United States located within the State of Tennessee
        and expressly waive any objections as to venue in any such courts. Nothing
        contained herein shall, however, prevent Bank from bringing any action or
        exercising any rights within any other state or jurisdiction or from obtaining
        personal jurisdiction by any other means available under applicable law.
        

      


      13. Partial
        Invalidity.
        The
        unenforceability or invalidity of any provision of this Note shall not affect
        the enforceability or validity of any other provision herein and the invalidity
        or unenforceability of any provision of this Note or of the Loan Documents
        to
        any person or circumstance shall not affect the enforceability or validity
        of
        such provision as it may apply to other persons or circumstances.

      


      14. Binding
        Effect.
        This
        Note shall be binding upon and inure to the benefit of Borrower, Obligors
        and
        Bank and their respective successors, assigns, heirs and personal
        representatives, provided, however, that no obligations of Borrower or Obligors
        hereunder can be assigned without prior written consent of Bank.

      


      15. Controlling
        Document.
        To the
        extent that this Note conflicts with or is in any way incompatible with any
        other document related specifically to the loan evidenced by this Note, this
        Note shall control over any other such document, and if this Note does not
        address an issue, then each other such document shall control to the extent
        that
        it deals most specifically with an issue.

      


      16. ARBITRATION.
        ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO INCLUDING BUT
        NOT
        LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS INSTRUMENT, AGREEMENT
        OR
        DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR DOCUMENTS, INCLUDING ANY
        CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING
        ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT
        APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND PROCEDURE
        FOR
        THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR ANY SUCCESSOR
        THEREOF (“J.A.M.S.”), AND THE “SPECIAL RULES” SET FORTH BELOW. IN THE EVENT OF
        ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY
        ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY
        TO
        THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING A SUMMARY
        OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM
        TO
        WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
        ACTION.

      


      
        
          
          

        

        
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      A. SPECIAL
        RULES.
        THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF ANY BORROWER’S DOMICILE AT
        THE TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT OR DOCUMENT AND
        ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE
        OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN THE AMERICAN
        ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED
        WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL
        ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE COMMENCEMENT OF
        SUCH
        HEARING FOR UP TO AN ADDITIONAL 60 DAYS.

      


      B. RESERVATION
        OF RIGHTS.
        NOTHING IN THIS ARBITRATION PROVISION SHALL BE DEEMED TO (I) LIMIT THE
        APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF LIMITATION OR REPOSE
        AND
        ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR DOCUMENT; OR (II)
        BE A
        WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC. 91 OR ANY
        SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF BANK HERETO
        (A)
        TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF, OR (B)
        TO
        FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL, OR (C) TO OBTAIN
        FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO)
        INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT OF A RECEIVER. BANK
        MAY
        EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH
        PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF
        ANY
        ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS INSTRUMENT, AGREEMENT OR
        DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION
        OR
        MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES
        SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT
        IN
        ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING
        RESORT TO SUCH REMEDIES.

      


      Borrower
        represents to Bank that the proceeds of this loan are to be used primarily
        for
        business, commercial or agricultural purposes. Borrower acknowledges having
        read
        and understood, and agrees to be bound by, all terms and conditions of this
        Note.

      


      
        
          
          

        

        
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      NOTICE
        OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL AGREEMENT
        BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
        CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
        NO
        UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

       

      
 

      
        	 	ARC HDV, LLC, a Tennessee
                limited
                liability company
	 	 
	 	By:
	 	 
	 	Name:
	 	 
	 	Title:


      

       

      


      


      


      
        
          
          

        

        
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      EXHIBIT
        A

      


      QUARTERLY
        PRINCIPAL AMORTIZATION SCHEDULE

      


      


      
        	
                Payment
                  Date

              	
                Principal
                  Amount

              
	
                 

              	
                 

              
	
                October
                  1, 2005

              	
                $73,086.98

              
	
                January
                  1, 2006

              	
                $74,183.28

              
	
                April
                  1, 2006

              	
                $75,296.03

              
	
                July
                  1, 2006

              	
                $76,425.47

              
	
                October
                  1, 2006

              	
                $77,571.85

              
	
                January
                  1, 2007

              	
                $78,735.43

              
	
                April
                  1, 2007

              	
                $79,916.46

              
	
                July
                  1, 2007

              	
                $81,115.21

              
	
                October
                  1, 2007

              	
                $82,331.94

              
	
                January
                  1, 2008

              	
                $83,566.92

              
	
                April
                  1, 2008

              	
                $84,820.42

              
	
                July
                  1, 2008

              	
                $86,092.73

              
	
                October
                  1, 2008

              	
                $87,384.12

              
	
                January
                  1, 2009

              	
                $88,694.88

              
	
                April
                  1, 2009

              	
                $90,025.30

              
	
                July
                  1, 2009

              	
                $91,375.68

              
	
                October
                  1, 2009

              	
                $92,746.32

              
	
                January
                  1, 2010

              	
                $94,137.51

              
	
                April
                  1, 2010

              	
                $95,549.57

              
	
                Due
                  at Maturity

              	
                $7,767,718.90
                  

              


      

      


      


      
        
          
          

        

        
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