Coast
Secured Term Note
(Equipment Acquisition Loans)
Co-Borrower: Kendall Square Teleconferencing, Inc.,
a Massachusetts corporation
Address: 1 Kendall Square, Suite 328
Cambridge, Massachusetts 02139
Co-Borrower: Conference Source International, Inc.,
a Georgia corporation
Address: 100 Hartsfield Center Parkway
Atlanta, Georgia 30354
Co-Borrower: Telephone Business Meetings, Inc.,
a Delaware corporation
Address: 1861 Wiehle Avenue
Reston, Virginia 20190-5200
Co-Borrower: Call Points, Inc.,
a Delaware corporation
Address: 1500 Hunter Loop Road
Montgomery, Alabama 36108
Co-Borrower: American Conferening Company, Inc.,
a Delaware corporation
Address: 690 Kinderkamack Road
Oradell, New Jersey 07649
Co-Borrower: Communication Development Corporation,
a Connecticut corporation
Address: 30 Main Street, Suite 400
Danbury, Connecticut 06810
Date: September 30, 1998
$4,000,000.00
FOR VALUE RECEIVED, the undersigned Borrowers jointly and severally
(except where expressly stated otherwise or unless the context requires a
different meaning, reference to "Borrower" in this Secured Term Note, and all
documents, agreements related thereto, shall mean each of the above-referenced
Borrowers, jointly and severally), promise to pay to the order of Coast Business
Credit(R), a division of Southern Pacific Bank ("Coast"), at 12121 Wilshire
Boulevard, Suite 1111, Los Angeles, California, or at such other address as the
holder of this Note shall direct, the principal sum of Four Million Dollars
($4,000,000.00), or such lesser sum as may be advanced from time to time
hereunder. Advances to Borrower shall be in increments of at least One Hundred
Thousand Dollars ($100,000.00) each, based on invoices supporting the advances
pursuant to the terms hereof. The advances shall be based upon a rate of 80% of
the purchase price of new or used equipment hereafter acquired by Borrower less
any and all sales and other taxes and installation charges and expenses (subject
to confirmation by appraisers selected by or otherwise acceptable to Coast that
the advance rate for the particular used item(s) of equipment being acquired is
reasonable); in addition, equipment that was purchased after December 1997 to
the date of Closing will be considered eligible for advances at initial funding
provided such equipment was new when purchased and such consideration will be on
a case by case basis. At Coast's option, any used equipment acquired by Borrower
shall be subject to confirmation by appraisers selected by or otherwise
acceptable to Coast that the advance rate for the particular used item(s) of
equipment being acquired is reasonable.
Each advance of principal hereunder shall be repaid in equal monthly
installments based on a thirty six (36) month amortization, commencing on the
last day of the first full calendar month following such advance and continuing
on the last day of each month thereafter. Each advance shall be added to the
aggregate principal balance and the aggregate monthly principal payments shall
be increased by the monthly principal amortization payment relating to each
additional advance.
The unpaid principal balance together with accrued interest and other
charges shall be fully due and payable on the earlier of (i) the Maturity Date
as provided in Section 9.1 of the Loan and Security Agreement dated as of the
date hereof between Borrower and Coast or (ii) the effective date of termination
as provided in Section 9.2 of the Loan and Security Agreement between Borrower
and Coast of even date herewith (the Loan and Security Agreement and all
documents and agreements relating thereto are collectively referred to as the
"Loan Documents").
Interest shall accrue at a rate equal to the "Prime Rate" plus one and
a half percent (1.5%) per annum, calculated on the basis of a 360-day year for
the actual number of days elapsed. The interest rate shall be adjusted monthly
as of the first day of each month, and the interest to be charged for each month
shall be based on the highest "Prime Rate" in effect during said month. Interest
shall be payable monthly, on the last day of the month. "Prime Rate" means the
actual "Reference Rate" or the substitute therefor of Bank of America NT & SA
whether or not that rate is the lowest interest rate charged by said bank. If
the Prime Rate, as defined, is unavailable, "Prime Rate" shall mean the highest
of the prime rates published in the Wall Street Journal on the first business
day of the month, as the base rate on corporate loans at large U.S. money center
commercial banks.
Principal of, and interest on, this Note shall be payable in lawful
money of the United States of America. If a payment hereunder becomes due and
payable on a Saturday, Sunday or legal holiday, the due date thereof shall be
extended to the next succeeding business day, and interest shall be payable
thereon during such extension.
In the event any payment of principal or interest on this Note is not
paid in full when due, or if any other Event of Default occurs under the Loan
Documents or any other present or future instrument, document, or agreement
between Borrower and Coast, Coast may, at its option, at any time, declare the
entire unpaid principal balance of this Note plus all accrued interest to be
immediately due and payable, without notice or demand. Without limiting the
foregoing, and without limiting Coast's other rights and remedies, from and
after the occurrence of any Event of Default, the interest rate applicable to
the principal balance of this Note shall be increased by an additional five
percent (5%) per annum. The acceptance of any installment of principal or
interest by Coast after the time when it becomes due, as herein specified, shall
not be held to establish a custom, or to waive any rights of Coast to enforce
payment when due of any further installments or any other rights, nor shall any
failure or delay to exercise any rights be held to waive the same.
All payments hereunder are to be applied first to costs and fees
referred to herein, second to the payment of accrued interest and the remaining
balance to principal. Any principal prepayment hereunder shall be applied
against principal payments in the inverse order of maturity. Coast shall have
the continuing and exclusive right to apply or reverse and reapply any and all
payments hereunder in its sole discretion.
Borrower agrees to pay all reasonable costs and expenses (including,
without limitation, attorneys' fees) incurred by Coast in connection with or
related to this Note, or its enforcement, whether or not suit be brought.
Borrower, to the maximum extent permitted by law, hereby further waives
presentment, demand for payment, notice of dishonor, notice of nonpayment,
protest, notice of protest, and any and all other notices and demands in
connection with the delivery, acceptance, performance, default, or enforcement
of this Note.
This Note is secured by the "Collateral" as described in the Loan
Documents and all other present and future security that may be provided by
Borrower to Coast. Nothing herein shall be deemed to limit any of the terms or
provisions of the Loan Documents, or any other present or future document,
instrument or agreement, between Borrower and Coast, and all of Coast's rights
and remedies hereunder and thereunder are cumulative. All capitalized terms not
otherwise defined herein shall have the meaning assigned to them in the Loan
Agreement unless the context requires a different meaning.
In the event any one or more of the provisions of this Note shall for
any reason be held to be invalid, illegal or unenforceable, the same shall not
affect any other provision of this Note and the remaining provisions of this
Note shall remain in full force and effect.
No waiver or modification of any of the terms or provisions of this
Note shall be valid or binding unless set forth in a writing signed by a duly
authorized officer of Coast, and then only to the extent therein specifically
set forth.
EACH BORROWER AND THE HOLDER OF THIS NOTE HEREBY WAIVE THE RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY
WAY RELATING TO: (i) THIS NOTE; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT
OR AGREEMENT BETWEEN COAST AND BORROWER UNLESS OTHERWISE EXPRESSLY AGREED TO IN
WRITING; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF COAST OR BORROWER OR ANY OF
THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS
AFFILIATED WITH COAST OR BORROWER.
This Note is payable in, and shall be governed by the internal laws of,
the State of California.
Co-Borrower:
KENDALL SQUARE TELECONFERENCING, INC.
By /s/John J. Dion
---------------
Title Vice President - Finance
By /s/Courtney P. Snyder
---------------------
Title President
Co-Borrower:
CONFERENCE SOURCE INTERNATIONAL
By /s/John J. Dion
---------------
Title Vice President - Finance
By /s/Glenn D. Bolduc
------------------
Title President
Co-Borrower:
TELEPHONE BUSINESS MEETINGS, INC.
By /s/John J. Dion
---------------
Title Vice President - Finance
By /s/Glenn D. Bolduc
------------------
Title Vice President
[SIGNATURES CONTINUED ON NEXT PAGE]
Co-Borrower:
CALL POINTS, INC.
By /s/John J. Dion
---------------
Title Vice President - Finance
By /s/Glenn D. Bolduc
------------------
Title President
Co-Borrower:
AMERICAN CONFERENCING COMPANY, INC.
By /s/John J. Dion
---------------
Title Vice President - Finance
By /s/Glenn D. Bolduc
------------------
Title President
Co-Borrower:
COMMUNICATION DEVELOPMENT CORPORATION
By /s/John J. Dion
---------------
Title Vice President - Finance
By /s/Glenn D. Bolduc
------------------
Title Vice President