Exhibit 10.2
TERM NOTE A
-----------
$4,000,000 February 8, 2002
EACH OF THE UNDERSIGNED (collectively, the "Borrowers"), for value
---------
received, jointly and severally, hereby promises to pay to the order of BANK OF
AMERICA, NATIONAL ASSOCIATION, a national banking association with an office
located at 55 South Lake Avenue, Suite 900, Pasadena, California 91101 (the
"Payee"), the principal amount of FOUR MILLION DOLLARS ($4,000,000), together
-----
with accrued interest thereon as provided hereinbelow.
This Term Note A ("Note") is executed and delivered by the Borrowers
----
pursuant to that certain Credit Agreement, dated as of February 8, 2002 (as such
agreement may be amended, restated, or otherwise modified from time to time, the
"Credit Agreement"), among the Borrowers, each of the financial institutions
----------------
from time to time party thereto (the "Lenders"), and Bank of America, National
-------
Association, in its capacity as agent for the Lenders (the "Agent"), and is a
-----
"Term Note A" as defined therein. All terms defined in the Credit Agreement,
wherever used herein, unless otherwise defined, shall have the same meanings
herein as are prescribed by the Credit Agreement.
All Term A Loans made and outstanding hereunder are subject in all respects
to the terms and provisions of the Credit Agreement. Reference hereby is made to
the Credit Agreement for a statement of the obligations of the Borrowers and the
rights of the Payee in relation thereto, provided that nothing shall impair the
--------
absolute and unconditional, joint and several, obligation of the Borrowers to
pay the outstanding principal and unpaid accrued interest on this Note when due.
The Credit Agreement, among other things, contains provisions for acceleration
of the maturity of this Note upon the happening of certain stated events and for
prepayments of the Term A Loans prior to the maturity of this Note upon the
terms and conditions specified in the Credit Agreement.
The unpaid principal outstanding under this Note shall bear interest at the
applicable rates prescribed for the Term A Loans as provided by the Credit
Agreement. The Agent's and the Payee's books and records shall be prima facie
evidence of the Term A Loans, interest accruals, and payments hereunder, absent
manifest error.
The Borrowers unconditionally, jointly and severally, promise to pay all
principal of and accrued interest on the Term A Loans from time to time
outstanding under this Note as prescribed by the Credit Agreement. This Note
shall automatically mature and become due and payable in full on the Termination
Date.
All rights and remedies of the Payee, and of the Agent for the benefit of
the Payee, with respect to the Term A Loans evidenced by this Note (including,
without limitation, the right upon the occurrence of an Event of Default to
accelerate the entire unpaid principal balance and unpaid accrued interest
hereunder to be immediately due and payable) as provided by the Credit Agreement
are incorporated herein by reference. All obligations and indebtedness evidenced
by this Note are secured by the Agent's Lien as provided by the Credit Agreement
and the other Loan Documents.
TERM NOTE A-Page 1
No delay or omission by the Agent or the Payee in exercising any power,
right, or remedy hereunder or under any of the other Loan Documents shall
operate as a waiver or impair any such powers, rights, or remedies. Except as
specifically provided in the Credit Agreement, each of the Borrowers and each
other party ever liable hereunder severally hereby expressly waives presentment,
demand, notice of intention to accelerate, notice of acceleration, protest,
notice of protest, and any other notice of any kind, and agrees that its joint
and several liability hereunder shall not be affected by any renewals,
extensions, or modifications, from time to time, of the time or manner of
payment hereof, or by any release or modification of any Collateral or other
Person liable for the Obligations.
The Borrowers hereby, jointly and severally, promise to pay to the Agent,
for the benefit of the Agent and the Payee, all reasonable fees, costs, and
expenses incurred by the Agent or the Payee in enforcement and collection of any
amounts under this Note, including, without limitation, Attorney Costs.
Each of the Agent, the Payee, and the Borrowers acknowledge, agree, and
declare that it is its intention to expressly comply with all Requirements of
Law in respect of limitations on the amount or rate of interest that can legally
be contracted for, charged, or received under or in connection with this Note.
Notwithstanding anything to the contrary contained herein, in no contingency or
event whatsoever shall the amount of interest (including the aggregate of all
charges, fees, benefits, or other compensation which constitutes interest under
any Requirement of Law) provided for hereunder, paid by any Borrower, received
by the Agent or the Payee, agreed to be paid by any Borrower, or requested or
demanded to be paid by the Agent or the Payee, exceed the Maximum Rate, and all
provisions herein in respect of the contracting for, charging, or receiving
compensation for the use, forbearance, or detention of money shall be limited as
provided in the Credit Agreement and herein. In the event any such interest is
paid to the Agent or the Payee by the Borrowers, or any Borrower, in an amount
or at a rate which would exceed the Maximum Rate, the Agent or the Payee, as the
case may be, shall automatically apply such excess to any unpaid amount of the
Obligations other than interest, in the inverse order of maturity, or if the
amount of such excess exceeds said unpaid amount, such excess shall be paid to
the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to
be paid, by any Borrower, or taken, reserved, or received by the Agent or the
Payee, shall be amortized, prorated, spread, and allocated in respect of the
Obligations throughout the full term of this Note. Notwithstanding any provision
contained in this Note, neither the Agent nor the Payee shall ever be entitled
to charge, receive, take, reserve, collect, or apply as interest any amount
which, together with all other interest under this Note would result in a rate
of interest under this Note in excess of the Maximum Rate and, in the event the
Agent or the Payee ever charges, receives, takes, reserves, collects, or applies
any amount in respect of the Borrowers, or any of them, that otherwise would,
together with all other interest under this Note, be in excess of the Maximum
Rate, such amount shall automatically be deemed to be applied in reduction of
the unpaid principal balance of the Obligations and, if such principal balance
is paid in full, any remaining excess shall forthwith be paid to the applicable
Borrowers or Borrower. The Borrowers, the Agent, and the Payee shall, to the
maximum extent permitted under any Requirement of Law, (a) characterize any
non-principal payment as a standby fee, commitment fee, prepayment charge,
delinquency charge, expense, or reimbursement for a third-party expense rather
than as interest and (b) exclude prepayments, acceleration, and the effects
thereof. Nothing in this Note
TERM NOTE A-Page 2
shall be construed or so operate as to require or obligate the Borrowers, or any
of them, to pay any interest, fees, costs, or charges greater than is permitted
by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree
that the actual effective rate of interest from time to time existing with
respect to the Term A Loans made by the Payee to the Borrowers, including all
amounts agreed to by the Borrowers or charged or received by the Agent or the
Payee hereunder, which may be deemed to be interest under any Requirement of
Law, shall be deemed to be a rate which is agreed to and stipulated by the
Borrowers and the Payee in accordance with Requirements of Law.
This Note may not be amended, restated, or otherwise modified except in
writing executed by the Payee and the Borrowers in the manner prescribed by the
Credit Agreement.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF TEXAS, PROVIDED THAT TO THE EXTENT FEDERAL LAW WOULD ALLOW A HIGHER
RATE OF INTEREST THAN WOULD BE ALLOWED BY THE LAWS OF THE STATE OF TEXAS, THEN
WITH RESPECT TO THE PROVISIONS OF ANY LAW WHICH PURPORTS TO LIMIT THE AMOUNT OF
INTEREST THAT MAY BE CONTRACTED FOR, CHARGED, OR RECEIVED IN CONNECTION WITH
THIS NOTE, SUCH FEDERAL LAW SHALL APPLY.
This Note shall be binding upon the Borrowers and the Borrowers' successors
and assigns.
THIS WRITTEN AGREEMENT 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.
[Remainder of page intentionally left blank.]
TERM NOTE A-Page 3
Executed as of the date set forth above.
BORROWERS:
---------
ENCORE MEDICAL CORPORATION
ENCORE MEDICAL GP, INC.
ENCORE MEDICAL ASSET CORPORATION
ENCORE MEDICAL, L.P.
By: Encore Medical GP, Inc.,
its sole general partner
CHATTANOOGA GROUP, INC.
By: /s/ Kenneth W. Davidson
------------------------------------------
Name: Kenneth W. Davidson
----------------------------------------
Title: Chief Executive Officer and President
---------------------------------------
TERM NOTE A-Page 4
TERM NOTE B
-----------
$1,000,000 February 8, 2002
EACH OF THE UNDERSIGNED (collectively, the "Borrowers"), for value
---------
received, jointly and severally, hereby promises to pay to the order of BANK OF
AMERICA, NATIONAL ASSOCIATION, a national banking association with an office
located at 55 South Lake Avenue, Suite 900, Pasadena, California 91101 (the
"Payee"), the principal amount of ONE MILLION DOLLARS ($1,000,000), together
-----
with accrued interest thereon as provided hereinbelow.
This Term Note B ("Note") is executed and delivered by the Borrowers
----
pursuant to that certain Credit Agreement, dated as of February 8, 2002 (as such
agreement may be amended, restated, or otherwise modified from time to time, the
"Credit Agreement"), among the Borrowers, each of the financial institutions
----------------
from time to time party thereto (the "Lenders"), and Bank of America, National
-------
Association, in its capacity as agent for the Lenders (the "Agent"), and is a
-----
"Term Note B" as defined therein. All terms defined in the Credit Agreement,
wherever used herein, unless otherwise defined, shall have the same meanings
herein as are prescribed by the Credit Agreement.
All Term B Loans made and outstanding hereunder are subject in all
respects to the terms and provisions of the Credit Agreement. Reference hereby
is made to the Credit Agreement for a statement of the obligations of the
Borrowers and the rights of the Payee in relation thereto, provided that nothing
--------
shall impair the absolute and unconditional, joint and several, obligation of
the Borrowers to pay the outstanding principal and unpaid accrued interest on
this Note when due. The Credit Agreement, among other things, contains
provisions for acceleration of the maturity of this Note upon the happening of
certain stated events and for prepayments of the Term B Loans prior to the
maturity of this Note upon the terms and conditions specified in the Credit
Agreement.
The unpaid principal outstanding under this Note shall bear interest at
the applicable rates prescribed for the Term B Loans as provided by the Credit
Agreement. The Agent's and the Payee's books and records shall be prima facie
evidence of the Term B Loans, interest accruals, and payments hereunder, absent
manifest error.
The Borrowers unconditionally, jointly and severally, promise to pay
all principal of and accrued interest on the Term B Loans from time to time
outstanding under this Note as prescribed by the Credit Agreement. This Note
shall automatically mature and become due and payable in full on the Termination
Date.
All rights and remedies of the Payee, and of the Agent for the benefit
of the Payee, with respect to the Term B Loans evidenced by this Note
(including, without limitation, the right upon the occurrence of an Event of
Default to accelerate the entire unpaid principal balance and unpaid accrued
interest hereunder to be immediately due and payable) as provided by the Credit
Agreement are incorporated herein by reference. All obligations and indebtedness
evidenced by this Note are secured by the Agent's Lien as provided by the Credit
Agreement and the other Loan Documents.
TERM NOTE B-Page 1
No delay or omission by the Agent or the Payee in exercising any power,
right, or remedy hereunder or under any of the other Loan Documents shall
operate as a waiver or impair any such powers, rights, or remedies. Except as
specifically provided in the Credit Agreement, each of the Borrowers and each
other party ever liable hereunder severally hereby expressly waives presentment,
demand, notice of intention to accelerate, notice of acceleration, protest,
notice of protest, and any other notice of any kind, and agrees that its joint
and several liability hereunder shall not be affected by any renewals,
extensions, or modifications, from time to time, of the time or manner of
payment hereof, or by any release or modification of any Collateral or other
Person liable for the Obligations.
The Borrowers hereby, jointly and severally, promise to pay to the
Agent, for the benefit of the Agent and the Payee, all reasonable fees, costs,
and expenses incurred by the Agent or the Payee in enforcement and collection of
any amounts under this Note, including, without limitation, Attorney Costs.
Each of the Agent, the Payee, and the Borrowers acknowledge, agree, and
declare that it is its intention to expressly comply with all Requirements of
Law in respect of limitations on the amount or rate of interest that can legally
be contracted for, charged, or received under or in connection with this Note.
Notwithstanding anything to the contrary contained herein, in no contingency or
event whatsoever shall the amount of interest (including the aggregate of all
charges, fees, benefits, or other compensation which constitutes interest under
any Requirement of Law) provided for hereunder, paid by any Borrower, received
by the Agent or the Payee, agreed to be paid by any Borrower, or requested or
demanded to be paid by the Agent or the Payee, exceed the Maximum Rate, and all
provisions herein in respect of the contracting for, charging, or receiving
compensation for the use, forbearance, or detention of money shall be limited as
provided in the Credit Agreement and herein. In the event any such interest is
paid to the Agent or the Payee by the Borrowers, or any Borrower, in an amount
or at a rate which would exceed the Maximum Rate, the Agent or the Payee, as the
case may be, shall automatically apply such excess to any unpaid amount of the
Obligations other than interest, in the inverse order of maturity, or if the
amount of such excess exceeds said unpaid amount, such excess shall be paid to
the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to
be paid, by any Borrower, or taken, reserved, or received by the Agent or the
Payee, shall be amortized, prorated, spread, and allocated in respect of the
Obligations throughout the full term of this Note. Notwithstanding any provision
contained in this Note, neither the Agent nor the Payee shall ever be entitled
to charge, receive, take, reserve, collect, or apply as interest any amount
which, together with all other interest under this Note would result in a rate
of interest under this Note in excess of the Maximum Rate and, in the event the
Agent or the Payee ever charges, receives, takes, reserves, collects, or applies
any amount in respect of the Borrowers, or any of them, that otherwise would,
together with all other interest under this Note, be in excess of the Maximum
Rate, such amount shall automatically be deemed to be applied in reduction of
the unpaid principal balance of the Obligations and, if such principal balance
is paid in full, any remaining excess shall forthwith be paid to the applicable
Borrowers or Borrower. The Borrowers, the Agent, and the Payee shall, to the
maximum extent permitted under any Requirement of Law, (a) characterize any
non-principal payment as a standby fee, commitment fee, prepayment charge,
delinquency charge, expense, or reimbursement for a third-party expense rather
than as interest and (b) exclude prepayments, acceleration, and the effects
thereof. Nothing in this Note
TERM NOTE B-Page 2
shall be construed or so operate as to require or obligate the Borrowers, or any
of them, to pay any interest, fees, costs, or charges greater than is permitted
by any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree
that the actual effective rate of interest from time to time existing with
respect to the Term B Loans made by the Payee to the Borrowers, including all
amounts agreed to by the Borrowers or charged or received by the Agent or the
Payee hereunder, which may be deemed to be interest under any Requirement of
Law, shall be deemed to be a rate which is agreed to and stipulated by the
Borrowers and the Payee in accordance with Requirements of Law.
This Note may not be amended, restated, or otherwise modified except in
writing executed by the Payee and the Borrowers in the manner prescribed by the
Credit Agreement.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF TEXAS, PROVIDED THAT TO THE EXTENT FEDERAL LAW WOULD ALLOW
A HIGHER RATE OF INTEREST THAN WOULD BE ALLOWED BY THE LAWS OF THE STATE OF
TEXAS, THEN WITH RESPECT TO THE PROVISIONS OF ANY LAW WHICH PURPORTS TO LIMIT
THE AMOUNT OF INTEREST THAT MAY BE CONTRACTED FOR, CHARGED, OR RECEIVED IN
CONNECTION WITH THIS NOTE, SUCH FEDERAL LAW SHALL APPLY.
This Note shall be binding upon the Borrowers and the Borrowers'
successors and assigns.
THIS WRITTEN AGREEMENT 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.
[Remainder of page intentionally left blank.]
TERM NOTE B-Page 3
Executed as of the date set forth above.
BORROWERS:
---------
ENCORE MEDICAL CORPORATION
ENCORE MEDICAL GP, INC.
ENCORE MEDICAL ASSET CORPORATION
ENCORE MEDICAL, L.P.
By: Encore Medical GP, Inc.,
its sole general partner
CHATTANOOGA GROUP, INC.
By: /s/ Kenneth W. Davidson
-----------------------------------------
Name: Kenneth W. Davidson
----------------------------------------
Title: Chief Executive Officer and President
TERM NOTE B-Page 4
REVOLVING LOAN NOTE
-------------------
$25,000,000 February 8, 2002
EACH OF THE UNDERSIGNED (collectively, the "Borrowers"), for value
---------
received, jointly and severally, hereby promises to pay to the order of BANK OF
AMERICA, NATIONAL ASSOCIATION, a national banking association with an office
located at 55 South Lake Avenue, Suite 900, Pasadena, California 91101 (the
"Payee"), the principal amount of TWENTY FIVE MILLION DOLLARS ($25,000,000) or
-----
such lesser amount as may from time to time be advanced and remain unpaid and
outstanding hereunder, together with accrued interest thereon as provided
hereinbelow.
This Revolving Loan Note ("Note") is executed and delivered by the
----
Borrowers pursuant to that certain Credit Agreement, dated as of February 8,
2002 (as such agreement may be amended, restated, or otherwise modified from
time to time, the "Credit Agreement") among the Borrowers, each of the financial
----------------
institutions from time to time party thereto (the "Lenders"), and Bank of
-------
America, National Association, in its capacity as administrative agent for the
Lenders (the "Agent"), and is a "Revolving Loan Note" as defined therein. All
-----
terms defined in the Credit Agreement, wherever used herein, unless otherwise
defined herein, shall have the same meanings herein as are prescribed by the
Credit Agreement.
All Revolving Loans from time to time requested by any Borrower, and
from time to time made and outstanding hereunder, are subject in all respects to
the terms and provisions of the Credit Agreement. Reference hereby is made to
the Credit Agreement for a statement of the obligations of the Borrowers and the
rights of the Payee in relation thereto, provided that nothing shall impair the
--------
absolute and unconditional, joint and several, obligation of the Borrowers to
pay the outstanding principal and unpaid accrued interest on this Note when due.
The Credit Agreement, among other things, contains provisions for acceleration
of the maturity of this Note upon the happening of certain stated events and for
prepayments of the Revolving Loans prior to the maturity of this Note upon the
terms and conditions specified in the Credit Agreement.
The unpaid principal from day to day outstanding under this Note shall
bear interest at the applicable rates prescribed for the Revolving Loans as
provided by the Credit Agreement. The Agent's and the Payee's books and records
shall be prima facie evidence of Revolving Loans, interest accruals, and
payments hereunder, absent manifest error.
The Borrowers unconditionally, jointly and severally, promise to pay
all principal of and accrued interest on the Revolving Loans from time to time
outstanding under this Note as prescribed by the Credit Agreement. This Note
shall automatically mature and become due and payable in full on the Termination
Date.
All rights and remedies of the Payee, and of the Agent for the benefit
of the Payee, with respect to the Revolving Loans evidenced by this Note
(including, without limitation, the right upon the occurrence of an Event of
Default to accelerate the entire unpaid principal balance and unpaid accrued
interest hereunder to be immediately due and payable) as provided by the Credit
REVOLVING LOAN NOTE - Page 1
Agreement are incorporated herein by reference. All obligations and indebtedness
from time to time evidenced by this Note are secured by the Agent's Lien as
provided by the Credit Agreement and the other Loan Documents.
No delay or omission by the Agent or the Payee in exercising any power,
right, or remedy hereunder or under any of the other Loan Documents shall
operate as a waiver or impair any such powers, rights, or remedies. Except as
specifically provided in the Credit Agreement, each of the Borrowers and each
other party ever liable hereunder severally hereby expressly waives presentment,
demand, notice of intention to accelerate, notice of acceleration, protest,
notice of protest, and any other notice of any kind, and agrees that its joint
and several liability hereunder shall not be affected by any renewals,
extensions, or modifications, from time to time, of the time or manner of
payment hereof, or by any release or modification of any Collateral or other
Person liable for the Obligations.
The Borrowers hereby, jointly and severally, promise to pay to the
Agent, for the benefit of the Agent and the Payee, all reasonable fees, costs,
and expenses incurred by the Agent or the Payee in enforcement and collection of
any amounts under this Note, including, without limitation, Attorney Costs.
Each of the Agent, the Payee, and the Borrowers acknowledge, agree, and
declare that it is its intention to expressly comply with all Requirements of
Law in respect of limitations on the amount or rate of interest that can legally
be contracted for, charged, or received under or in connection with this Note.
Notwithstanding anything to the contrary contained herein, in no contingency or
event whatsoever shall the amount of interest (including the aggregate of all
charges, fees, benefits, or other compensation which constitutes interest under
any Requirement of Law) provided for hereunder, paid by any Borrower, received
by the Agent or the Payee, agreed to be paid by any Borrower, or requested or
demanded to be paid by the Agent or the Payee, exceed the Maximum Rate, and all
provisions herein in respect of the contracting for, charging, or receiving
compensation for the use, forbearance, or detention of money shall be limited as
provided in the Credit Agreement and herein. In the event any such interest is
paid to the Agent or the Payee by the Borrowers, or any Borrower, in an amount
or at a rate which would exceed the Maximum Rate, the Agent or the Payee, as the
case may be, shall automatically apply such excess to any unpaid amount of the
Obligations other than interest, in the inverse order of maturity, or if the
amount of such excess exceeds said unpaid amount, such excess shall be paid to
the paying Borrowers or Borrower, as applicable. All interest paid, or agreed to
be paid, by any Borrower, or taken, reserved, or received by the Agent or the
Payee, shall be amortized, prorated, spread, and allocated in respect of the
Obligations throughout the full term of this Note. Notwithstanding any provision
contained in this Note, neither the Agent nor the Payee shall ever be entitled
to charge, receive, take, reserve, collect, or apply as interest any amount
which, together with all other interest under this Note would result in a rate
of interest under this Note in excess of the Maximum Rate and, in the event the
Agent or the Payee ever charges, receives, takes, reserves, collects, or applies
any amount in respect of the Borrowers, or any of them, that otherwise would,
together with all other interest under this Note, be in excess of the Maximum
Rate, such amount shall automatically be deemed to be applied in reduction of
the unpaid principal balance of the Obligations and, if such principal balance
is paid in full, any remaining excess shall forthwith be paid to the applicable
Borrower or Borrowers.
REVOLVING LOAN NOTE - Page 2
The Borrowers, the Agent and the Payee shall, to the maximum extent permitted
under any Requirement of Law, (a) characterize any non-principal payment as a
standby fee, commitment fee, prepayment charge, delinquency charge, expense, or
reimbursement for a third-party expense rather than as interest and (b) exclude
prepayments, acceleration, and the effects thereof. Nothing in this Note shall
be construed or so operate as to require or obligate the Borrowers, or any of
them, to pay any interest, fees, costs, or charges greater than is permitted by
any Requirement of Law. Subject to the foregoing, the Borrowers hereby agree
that the actual effective rate of interest from time to time existing with
respect to the Revolving Loans made by the Payee to the Borrowers, including all
amounts agreed to by the Borrowers or charged or received by the Agent or the
Payee hereunder, which may be deemed to be interest under any Requirement of
Law, shall be deemed to be a rate which is agreed to and stipulated by the
Borrowers and the Payee in accordance with Requirements of Law.
This Note may not be amended, restated, or otherwise modified except in
writing executed by the Payee and the Borrowers in the manner prescribed by the
Credit Agreement.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF TEXAS, PROVIDED THAT TO THE EXTENT FEDERAL LAW WOULD ALLOW
--------
A HIGHER RATE OF INTEREST THAN WOULD BE ALLOWED BY THE LAWS OF THE STATE OF
TEXAS, THEN WITH RESPECT TO THE PROVISIONS OF ANY LAW WHICH PURPORTS TO LIMIT
THE AMOUNT OF INTEREST THAT MAY BE CONTRACTED FOR, CHARGED, OR RECEIVED IN
CONNECTION WITH THIS NOTE, SUCH FEDERAL LAW SHALL APPLY.
This Note shall be binding upon the Borrowers and the Borrowers'
successors and assigns.
THIS WRITTEN AGREEMENT 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.
[Remainder of page intentionally left blank.]
REVOLVING LOAN NOTE - Page 3
Executed as of the date set forth above.
BORROWERS:
---------
ENCORE MEDICAL CORPORATION
ENCORE MEDICAL GP, INC.
ENCORE MEDICAL ASSET CORPORATION
ENCORE MEDICAL, L.P.
By: Encore Medical GP, Inc.,
its sole general partner
CHATTANOOGA GROUP, INC.
By: /s/ Kenneth W. Davidson
-----------------------------
Name: Kenneth W. Davidson
---------------------------
Title: Chief Executive Officer
--------------------------
and President
--------------------------
REVOLVING LOAN NOTE - Page 4