Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies Borrower, which information includes the name
and address of Borrower and other information that will allow Lender to identify
Borrower in accordance with the Act.
Section 12.16. ENTIRE AGREEMENT. THIS AGREEMENT, THE NOTE(S) AND THE OTHER LOAN
DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF
AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
BORROWER:
UNIVERSITY HOSPITAL SYSTEMS, LLP,
a Delaware limited liability partnership
By:
/s/ Kamran Nezami
Kamran Nezami
President and Chief Executive Officer
20
EXHIBIT 10.1
LENDER: /s/ FELIX SPIEGEL FELIX SPIEGEL, M.D.
21
EXHIBIT 10.1
LIST OF EXHIBITS
Exhibits
Documents A
Note B
Form of Guaranty C
Advance Request Form
22
EXHIBIT 10.1
EXHIBIT "A"
REVOLVING CREDIT PROMISSORY NOTE
$2,000,000.00
Houston, Texas
October
, 2006
FOR VALUE RECEIVED, the undersigned, UNIVERSITY HOSPITAL SYSTEMS, LLP, a
Delaware limited liability partnership ("Borrower"), hereby promises to pay to
the order of FELIX SPIEGEL, M.D. ("Lender"), at his designated office, in lawful
money of the United States of America, the principal sum of TWO MILLION AND
NO/100 DOLLARS ($2,000,000.00), or so much thereof as may be advanced and
outstanding hereunder, together with interest on the outstanding principal
balance from day to day remaining, at a rate per annum which shall from day to
day be equal to the lesser of (a) the Maximum Rate (hereinafter defined) or
(b) the greater of (i) TEN percent (10%) per annum or (ii) the sum of the Prime
Rate (hereinafter defined) of Amegy Bank, N.A. in effect from day to day plus
TWO percent (2.0%), and each change in the rate of interest charged hereunder
shall become effective, without notice to Borrower, on the effective date of
each change in the Prime Rate or the Maximum Rate, as the case may be. Provided,
however, if at any time the rate of interest specified in clause (b) preceding
shall exceed the Maximum Rate, thereby causing the interest rate hereon to be
limited to the Maximum Rate, then any subsequent reduction in the Prime Rate
shall not reduce the rate of interest hereon below the Maximum Rate until the
total amount of interest accrued hereon equals the amount of interest which
would have accrued hereon if the rate specified in clause (b) preceding had at
all times been in effect. If an Event of Default (as defined in the Loan
Agreement) occurs, the principal hereof shall bear interest