EXHIBIT 4.2
ROCKPORT HEALTHCARE GROUP, INC.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
__________________________ Dated as of __________
Mr. _______________:
Rockport Healthcare Group, Inc., a Delaware corporation, (the "Company") is
offering for sale certain Notes as described herein. The terms and conditions
governing the Notes are contained in this Agreement. The Company hereby agrees
with you (herein called "Investor" or "Noteholder"), as follows:
SECTION 1. AUTHORIZATION OF NOTES
The Company hereby authorizes the issuance and sale of an aggregate
principal amount of $1,000,000 in the form of convertible subordinated unsecured
notes (the "Note" or "Notes") to be issued to _________________________. Each
Note issued hereunder will be dated the date purchased by you hereunder, will
mature on June [ ], 2004, will bear interest on its unpaid principal balance
from the date of issuance at the rate of ten percent (10%) per annum, payable
quarterly, beginning September 30, 2001, out of available cash flow from
operations as determined by the Company's Board of Directors, or if not paid but
accrued, will be paid at the next fiscal quarter or at maturity. If the
interest is not paid quarterly, but is accrued, interest for subsequent quarters
shall be computed based upon the unpaid principal balance and accrued interest
during the quarter for which such interest computation is performed. Each
fiscal quarter, the Board of Directors will determine if sufficient cash flow
exists to make the interest payments, and if, in their determination, sufficient
cash flow does not exist to make the payments, the interest will accrue until
the next fiscal quarter when a similar determination will be made. The failure
to pay interest on the Notes prior to the maturity date will not constitute an
Event of Default. The Noteholder, at his option, may convert the principal and
any accrued and unpaid interest into fully paid and non-assessable shares of the
Common Stock on the terms and conditions set forth in Section 8 of this Note
Agreement. The Notes will have the other terms and provisions provided herein
and in the form of Note attached hereto as Exhibit 1 to this Schedule A. The
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term "Note" or "Notes" as used herein shall include each Note delivered pursuant
to any provision of this Agreement and each Note delivered in substitution or
exchange for any such Note pursuant to any such provision. The Note is an
unsecured obligation of the Company subordinated in right of payment to the
extent of the principal amount (and premium, if any), and interest on, all
senior indebtedness (however defined in any debt instrument) of the Company,
outstanding at any time during the term of the Note. The Note is convertible
into Company common stock ("Common Stock"), $.001 par value per share as
described herein.
A - 1
Note Agreement Schedule A
SECTION 2. ISSUE AND SALE OF THE NOTE
The Company will issue and sell to you and, subject to the terms and
conditions contained in this Agreement, you will purchase from the Company, a
Note in the principal amount specified opposite your name on the signature page.
SECTION 3. REPRESENTATIONS, WARRANTIES AND CONDITIONS
The Company represents and warrants that:
3.1 Use of Proceeds. The Company will apply the proceeds hereof for
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working capital and for other general corporate purposes, as it determines in
its sole discretion.
3.2 Offering of a Note. The Note has not been registered under the
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Securities Act of 1933 ("Act") or any other similar agency of any state in
reliance upon what the Company believes to be exemptions from the registration
requirements contained therein. Since the Note has not been registered, it, as
well as the Common Stock in which it is convertible, will be a "restricted
security" as defined in Rule 144 of the general rules and regulations under the
Act. As a "restricted security," an Investor must hold it indefinitely, and may
not sell, transfer, pledge or otherwise dispose of it without registration under
the Act and without registration under any applicable state securities laws or
unless an exemption from registration is available. Moreover, in the event a
Noteholder desires to sell or otherwise dispose of his Note or dispose of the
underlying shares of Common Stock if such Note is converted, the Investor will
be required to furnish the Company with an opinion of counsel acceptable to the
Company that the transfer would not violate the registration requirements of the
Federal or State securities acts. The Company has the absolute right, in its
sole discretion to approve or disapprove such transfer. Accordingly, a
Noteholder must be willing to bear the economic risk of investment in the Note
for an indefinite period of time. Rule 144 allows sales, without registration
under the Act, of limited amounts of securities that have been held for one or
two years, in certain circumstances in accordance with specific guidelines.
3.3 Due Authorization and Compliance with Other Instruments. This
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Agreement and the Notes have been duly and validly authorized by all requisite
corporate proceeding and this Agreement constitutes, and the Notes when executed
and delivered will be, valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium,
or other laws relating to or affecting generally the enforcement of creditors'
rights and except to the extent that availability of equitable remedies are
subject to the discretion of courts before which any proceeding therefor may be
brought and the Notes will be entitled to the benefits of this Agreement and are
not subject to any preemptive or similar rights on the part of any holder or
holders of shares of capital stock of the Company.
A - 2
Note Agreement Schedule A
SECTION 4. CERTAIN REPRESENTATIONS AND COVENANTS OF THE INVESTORS
4.1 Purchase for Investment. The Note and the underlying shares of
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Common Stock may not be sold, transferred, assigned, hypothecated or otherwise
disposed of by the registered holder hereof, in whole or in part, unless and
until either: (i) the Note or the underlying shares of Common Stock has been
duly and effectively registered for resale under the Act, and under any then
applicable state securities laws; or (ii) the registered holder delivers to the
Company a written opinion satisfactory to its counsel that an exemption from
such registration requirements is then available with respect to any such
proposed sale or disposition. Any transfer otherwise permissible hereunder
shall be made only at the principal office of the Company upon surrender of a
Note for cancellation or in exchange for a new Note.
4.2 Sale of the Note. You hereby agree that you will not directly or
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indirectly sell or otherwise dispose of the Note or the underlying shares of
Common Stock held by you unless, at the time of such sale or other disposition,
you comply with Section 4.1 hereof.
4.3 Subordination and Security. You hereby acknowledge that the
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payment of principal and interest on the Note will be subordinated in right of
payment to the extent of the principal amount of (and premium, if any), and
interest on, all senior indebtedness (however defined in any debt instrument) of
the Company outstanding at any time during the term of the Note, and you hereby
acknowledge that the indebtedness hereunder is unsecured. You further
acknowledge that the Note is unsecured and that no sinking fund is being
established by the Company for the retirement of the indebtedness.
SECTION 5. REGISTRATION, TRANSFER AND SUBSTITUTION OF THE NOTE, ETC.
5.1 Note Register; Ownership of the Note. The Company will cause to be
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kept at its principal office a register in which the Company will provide for
the registration of the Note. The Company shall treat the Investor in whose
name any registered Note is registered on such register as the owner thereof for
the purpose of receiving payment of the principal of, and interest on, such Note
and for all other purposes and the Company shall not be affected by any notice
to the contrary. All references in this Agreement to a "holder" of any
registered Note shall mean the Investor in whose name such registered Note is at
such time registered on such register.
5.2 Transfer and Exchange of the Note. Upon surrender of any Note for
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registration of transfer or for exchange to the Company, the Company, at its
expense, will execute and deliver in exchange therefor a new Note or Notes,
which aggregate the unpaid principal amount of such surrendered Note. Such new
Note shall, at the option of such holder or transferee, be registered in the
name of or made payable to such person as such holder or transferee may request,
dated so that there will be no loss of interest on such surrendered Note and
otherwise of like tenor.
5.3 Replacement of Notes. Upon receipt of evidence reasonably
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satisfactory to the Company of the loss, theft, destruction or mutilation of any
Note and, in the case of any such loss, theft or destruction of any Note, upon
delivery of an indemnity bond in such reasonable amount as the Company may
determine, or, in the case of such mutilation, upon the surrender of such Note
for cancellation to the Company at its principal office, the Company at its
expense will execute and deliver, in lieu thereof, a new Note of like tenor,
A - 3
Note Agreement Schedule A
dated so that there will be no loss of interest on such lost, stolen, destroyed
or mutilated Note. Any Note in lieu of which any such new Note has been so
executed and delivered by the Company shall not be deemed to be an outstanding
Note for any purpose of this Agreement.
SECTION 6. PAYMENT ON THE NOTE
6.1 Payment of Principal and Interest. The Company will punctually pay
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or cause to be paid all amounts of principal and interest payable in respect of
the Note in accordance with the terms thereof and of this Agreement.
6.2 Place of Payment. So long as you or your nominee shall be the
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holder of any Note, and notwithstanding anything contained in such Note to the
contrary, the Company will pay all sums becoming due on such Note for principal
and interest to you or your nominees at the address specified in the
Subscription Agreement, or such other address specified for such purpose, or by
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such other method and at such other address as you shall have from time to time
specified to the Company in writing for such purpose. The holder of any Note
will promptly notify the Company of any sale or other disposition of any such
Note held by it or its nominee, specifying the name and address of the
transferee, assuming that such disposition was effected in accordance with
Sections 4.1 and 4.2.
SECTION 7. EVENTS OF DEFAULT, ETC.
7.1 Event of Default Defined. An Event of Default means:
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(a) default shall be made in the payment of principal or interest of
any of the Notes when and as the same shall become due and payable, at
maturity, unless Noteholder determines, in its discretion, not to make
demand for such payments; or
(b) the Company shall (i) apply for or consent to the appointment of a
receiver, trustee, or liquidator of the Company or any of its assets, (ii)
make a general assignment for the benefit of creditors, (iii) be
adjudicated to be bankrupt or insolvent or (iv) file a voluntary petition
in bankruptcy, or a petition or answer seeking reorganization or an
arrangement with creditors to take advantage of any bankruptcy,
reorganization, insolvency, readjustment of debt, moratorium, dissolution,
liquidation, or debtor relief law, or any chapter of any such law, or an
answer admitting the material allegations of a petition filed against it in
any proceeding under any such law or chapter, or corporate action shall be
taken by the Company for the purpose of effecting any of the foregoing; (v)
or an order, judgment, or decree shall be entered, without the application,
approval, or consent of the Company, by any court of competent
jurisdiction, approving a petition seeking liquidation or reorganization of
the Company of all or a substantial part of the assets of the Company, and
provided that such order, judgment, or decree remains in effect for more
than 90 consecutive days.
A - 4
Note Agreement Schedule A
7.2 Remedies. In an Event of Default, upon the written authorization
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of the holders of Notes, the holders may by notice in writing to the Company
declare the unpaid principal of the Notes together with accrued interest thereon
to be forthwith due and payable and thereupon such principal and interest shall
be due and payable without presentment, protest, or further demand or notice of
any kind, all of which are hereby expressly waived. This Section 7, however, is
subject to the condition that, if at any time after the occurrence of an Event
of Default hereunder, and before the entry of any judgment or decree against the
Company for the payment of all or any portion of the Notes then outstanding, the
Noteholders may, by written notice to the Company, either temporarily suspend or
permanently rescind and annul such declaration of an Event of Default and its
consequences (including, without limitation, the acceleration of the Notes as a
result of such Event of Default); but no such suspension or rescission and
annulment shall extend to or affect any prior, concurrent, or subsequent default
or Event of Default (other than the ones identified by the Noteholders declaring
them due as the ones upon which such declaration was based) or impair any right
consequent thereon.
SECTION 8. CONVERSION OF THE NOTE INTO COMMON STOCK
8.1 At any time on or after the date hereof, until June [ ], 2004,
provided that the Note is then outstanding, the Noteholder may, at his option,
convert any or all such indebtedness, principal and accrued interest, on the
terms and conditions set forth in this Section 8, into fully paid and
non-assessable shares of the Common Stock. The number of shares of Common Stock
shall be determined by dividing the outstanding indebtedness by the Conversion
Price (as defined herein) in effect at the time of conversion. The "Conversion
Price" per share at which shares of Common Stock shall be initially issuable
upon conversion of the indebtedness shall be $____________ per share, to be
adjusted pursuant to Section 8.
8.2 To exercise his conversion privilege, the Noteholder shall give
written notice to the Company stating that the Noteholder irrevocably elects to
convert such indebtedness. Conversion shall be deemed to have been effected on
the date when such delivery is made, and such date is referred to herein as the
"Conversion Date." Within ten (10) business days after the date on which such
delivery is made, the Company shall issue and send (with receipt to be
acknowledged) to the holder thereof or the holder's designee, at the address
designated by such holder, a certificate or certificates for the number of full
shares of Common Stock to which the Noteholder is entitled as a result of such
conversion, and cash with respect to any fractional interest of a share of
Common Stock as provided in Section 8.3 of this Agreement. The Noteholder shall
be deemed to have become a stockholder of record of the number of shares of
Common Stock into which the indebtedness has been converted on the applicable
Conversion Date unless the transfer books of the Company are closed on that
date, in which event he shall be deemed to have become a stockholder of record
of such shares on the next succeeding date on which the transfer books are open,
but the Conversion Price shall be that in effect on the Conversion Date. Upon
conversion of only a portion of the indebtedness, the Company shall within ten
(10) business days after the date on which such delivery is made, issue and send
(with receipt to be acknowledged) to the Noteholder thereof or the Noteholder's
designee, at the address designated by such Noteholder, a new note representing
the unconverted portion of indebtedness.
A - 5
Note Agreement Schedule A
8.3 No fractional shares of Common Stock or scrip shall be issued upon
conversion of the indebtedness. The Company shall make an adjustment in respect
of such fractional interest equal to the fair market value of such fractional
interest, to the nearest 1/100th of a share of Common Stock, in cash at the
Current Market Price (as defined below) on the business day preceding the
effective date of the conversion. The "Current Market Price" of publicly traded
shares of Common Stock or any other class of Common Stock or other security of
the Company or any other issuer for any day shall be deemed to be the daily
"Closing Price" for the trading day immediately preceding the Conversion Date.
The "Current Market Price" of the Common Stock or other class of capital stock
or securities of the Company or any other issuer which is not publicly traded
shall mean the fair value thereof as determined in good faith by the Board of
Directors of the Company. The "Closing Price" shall mean the last reported
sales price on the principal securities exchange on which the Common Stock is
listed or admitted to trading or, if not listed or admitted to trading on any
national securities exchange, on the National Association of Securities Dealers
Automatic Quotations System, or, if the Common stock is not listed or admitted
to trading on any national securities exchange or quoted on the National
Association of Securities Dealers Automated Quotations System, in the
over-the-counter market as furnished by any New York Stock Exchange member firm
selected from time to time by the Company for that purpose.
8.4 The Company shall at all times reserve for issuance and maintain
available, out of its authorized but unissued Common Stock, solely for the
purpose of effecting the conversion of the indebtedness, the full number of
shares of Common Stock deliverable upon the conversion of all indebtedness from
time to time outstanding. The Company shall from time to time (subject to
obtaining necessary director and stockholder action), in accordance with the
laws of the State of Delaware, increase the authorized number of shares of its
Common Stock if at any time the authorized number of shares of its Common Stock
remaining unissued shall not be sufficient to permit the conversion of all of
the indebtedness at the time outstanding.
8.5 All shares of Common Stock which may be issued upon conversion of
the indebtedness will upon issuance by the Company be validly issued, fully paid
and non-assessable and free from all taxes, liens and charges with respect to
the issuance thereof.
8.6 In the event that the Company shall at any time in the future
subdivide the outstanding shares of Common Stock, or shall pay or make a
dividend or distribution of any class of capital stock of the Company, the
Conversion Price in effect immediately prior to such subdivision or the issuance
of such dividend shall be proportionately decreased, and in case the Company
shall at any time combine the outstanding shares of Common Stock, the Conversion
Price in effect immediately prior to such combination shall be proportionately
increased, effective at the close of business on the date of such subdivision,
dividend or combination, as the case may be, or the date of conversion whatever
is earlier.
SECTION 9. PREPAYMENT
Subject to the provisions of this Section 9, the Company shall have the
right to prepay the Note in whole, or in part, at the option of the Company, by
resolution of the Board of Directors at any time upon giving written notice to
A - 6
Note Agreement Schedule A
the Noteholder. The notice shall state: (i) the amount of prepayment, and (ii)
the date on which the prepayment is to be made which shall be no less than
thirty (30) days from the date of the notice.
The Noteholder at its option shall have the right to convert the balance
due and owing into shares of Common Stock in accordance with the conversion
privileges set forth in Section 8 hereof. The period in which the Noteholder may
exercise his conversion rights shall be after the receipt of prepayment notice
and prior to the close of business on the business day prior to the date
established for prepayment.
With respect to a prepayment of the Notes pursuant to this Section 9, any
Note paid or prepaid in full shall, after such payment or prepayment in full, be
surrendered to the Company and canceled. The Company's failure to pay the
principal amount of any Note pursuant to a prepayment notice shall not
constitute an Event of Default under this agreement.
In the event that payment is not made by the Company prior to the close of
business on the date established in the notice, said notice becomes null and
void and a new notice must be issued.
SECTION 10. MERGER AND CONSOLIDATION
The Company may consolidate with or merge into any other corporation, or
convey, or transfer or lease its properties and assets substantially as an
entirety to any person, provided that in any such case (i) the successor
corporation shall assume the Company's obligations under this Agreement and the
Notes and (ii) immediately after giving effect to such transaction, no default
shall have occurred and be continuing.
In case of any consolidation or merger of the Company with or into any
other corporation (other than a consolidation or merger in which the Company is
the continuing corporation and which does not result in any reclassification or
change [other than a change in par value or as a result of a subdivision or
combination] in the Common Stock) or any sale or transfer of all or
substantially all the assets of the Company, the holder of each Note will after
such consolidation, merger, sale or transfer have the right to convert such Note
into the kind and amount of securities, cash and other property which such
holder would have been entitled to receive upon such consolidation, merger, sale
or transfer if he had held the Common Stock issuable upon the conversion of such
Note immediately prior to such consolidation, merger, sale or transfer.
SECTION 11. SURVIVAL OF AGREEMENTS, ETC.
All agreements, representations and warranties contained herein or made in
writing by or on behalf of the Company and the Noteholder in connection with the
transactions contemplated hereby shall survive the execution and delivery of
this Agreement.
SECTION 12. AMENDMENTS AND WAIVERS
A - 7
Note Agreement Schedule A
Any term of this Agreement or of the Notes may be amended and the
observance of any term hereof or thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of the Company and of the Noteholders.
SECTION 13. MISCELLANEOUS
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto,
whether so expressed or not, and, in particular, shall inure to the benefit of
and be enforceable by any holder or holders at the time of the Notes or any part
thereof. This Agreement embodies the entire agreement and understanding between
you and the Company and supersedes all prior agreements and understandings
relating to the subject matter hereof. The headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument. Each such counterpart may consist of a number of copies each signed
by one party, but together signed by all the parties thereto. If any provision
of this Agreement is declared unenforceable by a court of last resort, such
declaration shall not affect the validity of any other provision of this
Agreement.
In the event of a dispute in connection with this Note, the parties hereto
agree to submit to binding arbitration with the American Arbitration
Association, to be held in ▇▇▇▇▇▇ County, Texas.
The Note shall be governed by and construed in accordance with the laws of
the State of Texas and the applicable laws of the United States of America. The
Note is performable in ▇▇▇▇▇▇ County, Texas. Any action or proceeding under or
in connection with the Note against the Company or any other party ever liable
for payment of any sums of money payable on the Note shall be brought in a State
or Federal Court in ▇▇▇▇▇▇ County, Texas.
If you are in agreement with the foregoing, please sign below and return to
the Company, whereupon this Note Agreement shall become a binding agreement
between you and the Company.
Very truly yours,
ROCKPORT HEALTHCARE GROUP, INC.
____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇, President and CEO
A - 8
Note Agreement Schedule A
AGREED TO AND ACKNOWLEDGED BY: AMOUNT:
____________________________ $________
______________________________
______________________________
A - 9
Note Agreement Schedule A
EXHIBIT 1
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND IS TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED IN THE NOTE AGREEMENT
REFERRED TO HEREIN.
10% Convertible Subordinated Unsecured Note Due June [ ], 2004
No. _____ $___,000
ROCKPORT HEALTHCARE GROUP, INC., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company") for value
received, hereby promises to pay to _______________________ or his registered
assigns ("Maker"), the principal sum of ______________________ and 00/100
dollars ($_____,000.00) on June [ ], 2004, unless such individual determines
not to make demand for such payment, in which case the Note shall be due and
payable upon demand, and to pay interest at the rate of ten percent (10%) per
annum thereon payable quarterly, commencing September 30, 2001, out of available
cash flow from operations as determined by the Company's Board of Directors, or
if not paid but accrued, will be paid at the next fiscal quarter or at maturity.
If the interest is not paid quarterly, but is accrued, interest for subsequent
quarters shall be computed based upon the unpaid principal balance and accrued
interest during the quarter for which such interest computation is performed.
Each fiscal quarter, the Board of Directors will determine if sufficient cash
flow exists to make the interest payments, and if, in their determination,
sufficient cash flow does not exist to make the payments, the interest will
accrue until the next fiscal quarter when a similar determination will be made.
The failure to pay interest on the Notes prior to the maturity date will not
constitute an Event of Default. The Noteholder, at his option, may convert the
principal and accrued and unpaid interest into fully paid and non-assessable
shares of the Common Stock on the terms and conditions set forth in Section 8 of
the Note Agreement dated as of June [ ], 2001 ("Note Agreement"). Interest
will be computed on the basis of a 360-day year of twelve 30-day months. This
Note is an unsecured obligation of the Company subordinated in right of payment
to the extent of the principal amount (and premium, if any), and interest on,
all senior indebtedness (however defined in any debt instrument) of the Company,
outstanding at any time during the term of the Note. This Note initially will
be convertible into Company common stock, $.001 par value per share ("Common
Stock"), at the conversion price of $_____________ per share.
The interest so payable, and punctually paid or duly provided for, on any
interest payment date will be paid to the person in whose name this Note is
registered. Payment of the principal and interest on this Note will be made at
the offices or agencies of the Company maintained for that purpose in Houston,
Texas, and at any other office or agency maintained by the Company for such
purpose, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the person entitled thereto as such address shall
appear in the Note register. This Note may be prepaid in whole or in part, at
any time and from time to time, without premium or penalty.
A - 10
Note Agreement Schedule A
It is the intention of the Maker and the Payee to conform strictly to
applicable usury laws. Accordingly, notwithstanding anything to the contrary in
this Note or any other agreement entered into in connection herewith, it is
agreed as follows: (i) the aggregate of all interest and any other charges
constituting interest under applicable law and contracted for, chargeable or
receivable under this Note or otherwise in connection herewith shall under no
circumstances exceed the maximum amount of interest permitted by law, and any
excess shall be deemed a mistake and cancelled automatically and, if theretofore
paid, shall, at the option of the holder of this Note, be refunded to the Maker
or credited on the principal amount of this Note; and (ii) in the event that the
entire unpaid balance of this Note is declared due and payable by the holder of
this Note, then earned interest may never include more than the maximum amount
permitted by law, and any unearned interest shall be cancelled automatically
and, if theretofore paid, shall, at the option of the holder of this Note,
either be refunded to the Maker or credited on the principal amount of this
Note.
This Note is of a duly authorized issue of Notes of the Company (which term
includes any successor corporation under the Note Agreement) designated as its
10% Convertible Subordinated Unsecured Notes due June [ ], 2004, (the "Notes"),
issued pursuant to the Note Agreement, between the Company and the purchasers of
the Notes. The terms of this Note include those stated in the Note Agreement.
Reference is hereby made to the Note Agreement and all supplements thereto for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, and the holders of the Notes and of the terms upon
which the Notes are, and are to be, and delivered.
If an Event of Default shall occur and be continuing, the principal of all
the Notes may be declared due and payable in the manner and with the effect
provided in the Note Agreement.
The indebtedness evidenced by the Notes is, to the extent provided in the
Note Agreement, subordinate and junior in right of payment to the prior payment
in full of all senior indebtedness. Each holder of this Note, by accepting the
same, agrees to and shall be bound by such provisions of the Note Agreement.
No reference herein to the Note Agreement and no provision of this Note or
of the Note Agreement shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the times, places and rate, and in the coin or currency, herein prescribed.
As provided in the Note Agreement and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Note
register, upon surrender of this Note or registration of transfer at the offices
or agencies of the Company in Houston, Texas duly endorsed by, the holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Notes,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
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Note Agreement Schedule A
Prior to due presentment of this Note for registration of transfer, the
Company, and any agent of the Company may treat the person in whose name this
Note is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Company nor any such agent shall be affected by
notice to the contrary.
All terms used in this Note which are defined in the Note Agreement shall
have the meanings assigned to them in the Note Agreement. The Company will
furnish to any Note holder of record upon written request without charge a copy
of the Note Agreement. Requests may be made to the Company at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (which address shall be subject to the
change of address provisions of the Note Agreement).
IN WITNESS WHEREOF, Rockport Healthcare Group, Inc. has caused this
instrument to be executed in its corporate name.
Dated: ____________________
ROCKPORT HEALTHCARE GROUP, INC.
____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇, President and CEO