EXHIBIT 10.3
Coast
Secured Term Note
(Term Loan)
(Co-Borrowers, Joint and Several)
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, Suite 300
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 Conferencing 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 14, 1998
$1,500,000.00
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
and 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 any such other address as
the holder of this Secured Term Note (this "Note") shall direct, the principal
sum ("Principal") of One Million Five Hundred Thousand Dollars ($1,500,000.00),
plus interest and other charges as hereinafter provided.
Principal hereunder shall be repaid in equal monthly installments of
Forty One Thousand Six Hundred Sixty Six Dollars and Sixty Seven Cents
($41,666.67), with the first payment commencing on October 31, 1998 and
continuing on the last day of each month thereafter.
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 between Borrower
and Coast dated as of the date hereof (the "Loan Agreement"), or (ii) the
effective date of termination as provided in Section 9.2 of the Loan Agreement
(the Loan 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 or such different interest rate as provided in
the Loan Documents. 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 Borrower fails to pay any payment of Principal or interest
on this Note, or if any 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 and other charges 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 and costs) 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
Agreements, 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 Agreement, 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
Co-Borrower:
CALL POINTS, INC.
By /s/John J. Dion
---------------
Title Vice President - Finance
By /s/Glenn D. Bolduc
------------------
Title President
[SIGNATURES CONTINUED ON NEXT PAGE]
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