EXHIBIT 10.25.1.
PROMISSORY NOTE
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$3,375,000 July 1, 2001
For value received, the undersigned, GREENBRIAR CORPORATION, having an
address at Centura Tower I, Suite 650, 14185 Dallas Parkway, Dallas, Texas 75240
(hereinafter referred to as "MAKER"), promises to pay to the order of SYLVIA M.
GILLEY, at 6211 Georgian Court, Dallas, Texas 75240 (hereinafter collectively
referred to as "HOLDER"), the principal amount of THREE MILLION THREE HUNDRED
SEVENTY FIVE THOUSAND ($3,375,000) DOLLARS, together with interest on the unpaid
principal balance thereof at the rate of TEN (10%) percent per annum. All
accrued and unpaid interest on this Note shall be due and payable, and must be
received by Holder, on October 1, 2001 and on the first day of every three
months thereafter. Notwithstanding any provision to the contrary in this Note,
payment of principal and interest of this Note is to be made only if and to the
extent that payment of a distribution to stockholders of Greenbriar Corporation
could then be made pursuant to NRS 78.288. Maker may prepay this Note in full or
in part at any time, without premium or penalty. The entire outstanding balance
evidenced by this Note, including, without limitation, all unpaid interest and
any other amounts that may be due hereunder, shall be due and payable in full on
the date which is TWO (2) YEARS from the date hereof. All payments hereunder
shall be applied first to: (i) any amounts due hereunder other than for interest
or principal, then (ii) to accrued and unpaid interest and then (iii) to
principal.
Notwithstanding any provision to the contrary in this Note, the total
obligation for payments which are legally regarded as interest shall not exceed
the maximum limits imposed by applicable state and federal laws in effect on the
date hereof, and no payment shall be made hereunder if such payment would
otherwise violate any other provision of any applicable State or Federal law. If
any payment in excess of said limits is provided for, or shall be adjudicated to
be provided for, in this Note then, in any such event: (i) the provisions of
this paragraph shall govern and control and supersede every other provision of
this Note, (ii) neither Maker nor its successors, legal representatives or
assigns, nor any other party liable for the payment of any sum due pursuant to
this Note shall be obligated to pay such amount to the extent that it is in
excess of the maximum amount or otherwise not permitted by law, (iii) any such
excess interest or other payment which may have been collected shall, at the
option of the Holder (unless otherwise required by law), either be applied as a
credit against the then unpaid principal amount of this Note or refunded to
Maker, and (iv) the effective rate of interest shall be automatically subject to
reduction to the maximum lawful contract rate allowed under any applicable State
or Federal laws in effect on the date hereof.
If Maker fails to promptly pay any amount required to be paid by this
Note when DEMANDED, and the same is placed in the hands of an attorney for
collection, or suit is brought on the same, or the same is collected through
probate, bankruptcy or other judicial proceedings, or any other costs are
incurred by Holder in connection with the collection of the same, then Maker
agrees and promises to pay all such costs of collection, including reasonable
attorney's fees and court costs, whether or not a lawsuit is brought.
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Maker waives all notices, demands for payment, presentment for payment,
notice of dishonor, notice of protest, protest, and diligence in collection.
Maker shall pay Holder all sums which are payable pursuant to the terms of this
Note without setoff, recoupment or deduction of any kind. No provision of this
Note may be waived, changed, modified, amended or discharged, except by a
written agreement which is signed by the party against whom enforcement is
sought. Maker hereby irrevocably waives its right to a Jury Trial, submits to
the law and jurisdiction of the Courts of the State where this Note is payable
and agrees that venue shall lie in the County where this Note is payable.
IN WITNESS WHEREOF, the Maker has executed this Note, by its duly
authorized representative, as of the day and year first above written.
MAKER:
GREENBRIAR CORPORATION
By:____________________________
Gene S. Bertcher,
Executive Vice President
STATE OF TEXAS )
) s.s.:
COUNTY OF DALLAS )
On the ____ day of June, in the year 2001, before me, the undersigned,
a Notary Public in and for said state, personally appeared GENE S. BERTCHER,
personally know to me or proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
__________________________
Notary Public
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