EXHIBIT 10.3
THIS NOTE AND THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATED IN THE MANNER
AND TO THE EXTENT SET FORTH IN THE AFFILIATE SUBORDINATION AGREEMENT (AS THE
SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME, THE
"SUBORDINATION AGREEMENT"), DATED AS OF SEPTEMBER 23, 1998 BY AND AMONG THE
MAKER OF THIS NOTE, THE PAYEE OF THIS NOTE, AND FLEET NATIONAL BANK, AS AGENT;
AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES (I) TO BE BOUND
BY THE TERMS OF THE SUBORDINATION AGREEMENT AND (II) IN THE EVENT THAT ANY
CONFLICT EXISTS BETWEEN THE TERMS OF THIS NOTE, ANY DOCUMENTS EXECUTED IN
CONNECTION WITH THE DELIVERY OF THIS NOTE AND THE TERMS OF THE SUBORDINATION
AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN AND BE
CONTROLLING.
AMENDED AND RESTATED
SUBORDINATED PROMISSORY NOTE
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$2,101,197 Lansing, Michigan September 23, 1998
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For value received, the undersigned (the "Maker") promises to pay ON DEMAND
in immediately available funds to the order of Horizon Cable I Limited
Partnership (hereinafter referred to as the "Payee") the principal sum of Two
Million One Hundred and One Thousand One Hundred Ninety-Seven Dollars
($2,101,197) or such lesser amount as may be shown on a Schedule of Advances
annexed hereto and acknowledged in writing by the Maker (the "Principal"), with
interest (computed on the basis of a 360-day year) accrued on the unpaid
Principal from time to time outstanding, payable monthly at an annual rate equal
to eight percent (8%) per annum.
Notwithstanding anything to the contrary set forth herein, the entire
unpaid Principal and accrued interest on this Note is subject to mandatory
prepayment in the event of any liquidation, dissolution or winding up of the
Maker, whether voluntary or involuntary. The consolidation or merger of the
Maker into or with any other entity or entities, or the sale, lease, exchange or
other transfer by the Maker of all or substantially all of its assets, or the
dissolution without reconstitution of the Maker, appointment of a receiver of
any part of the property of, assignment for the benefit of creditors by, or
commencement of any proceedings under the United States Bankruptcy Code or any
insolvency law by or against the Maker, shall be deemed to be a liquidation,
dissolution or winding up of the Maker within the meaning of the provisions of
this paragraph.
Every maker, endorser and guarantor hereof or of the indebtedness evidenced
hereby (a) waives notice of and consents to any and all advances, settlements,
compromises, favors and indulgences (including, without limitation, any
extension or postponement of the time for payment), any and all receipts,
substitutions, additions, exchanges and releases of collateral, and any and all
additions, substitutions and releases of any person primarily or secondarily
liable, (b) waives presentment, demand, notice, protest and all other demands,
notices and suretyship defenses generally, in connection with the delivery,
acceptance, performance, default or enforcement of or under this Note, and (c)
agrees to pay, to the extent permitted by law, all costs and expenses,
including, without limitation, reasonable attorneys' fees, incurred or paid by
the Payee in enforcing this Note and any collateral or security therefor on
default, whether or not litigation is commenced.
No delay or omission of the Payee in exercising any right or remedy
hereunder shall constitute a wavier of any such right or remedy. Acceptance by
the Payee of any payment after acceleration shall not be deemed a waiver of such
acceleration. A waiver on one occasion shall not operate as a bar to or waiver
of any such right or remedy on any future occasion.
The Maker represents that this Note has been duly executed and delivered
and constitutes a legal, valid and binding obligation of the Maker, enforceable
against the Maker in accordance with its terms. The execution, delivery and
performance of this Note does not and will not violate or conflict with, result
in a breach of, or constitute a default under, any applicable law or any
indenture, agreement, other contractual restriction, or instrument to which the
Maker is a party, or all such violations, conflicts, breaches or defaults have
been duly waived.
This Note amends and restates in its entirety, and is issued in
substitution for, Maker's "Senior Secured Promissory Note" dated December 31,
1996 in the original principal amount of $1,775,000, and represents a
continuation of the outstanding obligations of the Maker thereunder.
This Note shall take effect as an instrument under seal and shall be
governed and construed in accordance with the laws of the State of Michigan.
VOYAGER INFORMATION NETWORKS, INC.
By: /s/ Christopher Torto
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Christopher Torto
Chief Executive Officer
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SCHEDULE OF ADVANCES
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This Schedule supplements the Amended and Restated Subordinated Promissory
Note of Voyager Information Networks, Inc. (the "Maker") dated September 23,
1998 in the original principal amount of $2,101,197 payable to Horizon Cable I
Limited Partnership. The Maker hereby acknowledges receipt of the advances in
the amount and on the dates set forth below, all of which shall be included as
"Principal" under, and be governed by the terms and conditions of, said Note.
Date of Advance Amount of Advance Receipt Acknowledged
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