EXHIBIT 10.3
REVOLVING NOTE
$6,300,000.00 St. Louis, Missouri
February 3, 1998
For value received, DAVEL COMMUNICATIONS GROUP, INC., an Illinois
corporation, ("Borrower"), promises to pay to the order of SUNTRUST BANK, TAMPA
BAY, or to any subsequent holder hereof, (in any case, "Holder"), the principal
amount of SIX MILLION THREE HUNDRED THOUSAND DOLLARS ($6,300,000.00) or such
lesser principal amount as has been advanced to Borrower under the terms of the
Credit Facilities Agreement dated as of even date herewith, among Borrower,
NationsBank, N.A., as Administrative Agent for the ratable benefit of itself and
each of the other Lenders ("Administrative Agent"), Suntrust Bank, Tampa Bay, as
Documentation Agent and a Lender, and the other Lenders (as it may be amended,
restated, extended, renewed, replaced, or otherwise modified from time to time,
the "Credit Agreement"), together with interest thereon, as provided herein. All
capitalized terms used and not otherwise defined herein have the meanings given
them in the Credit Agreement.
Borrower promises to pay the entire principal amount outstanding under this
Note on the Maturity Date. Borrower promises to pay on the dates as provided in
the Credit Agreement interest accrued from the date hereof on the principal
balance outstanding from to time. Until Maturity, by acceleration or otherwise,
Interest shall accrue at a per annum rate or rates determined pursuant to the
Credit Agreement. Upon the occurrence of any Event of Default, or at the option
of Holder upon the occurrence of a Default as defined in the Credit Agreement,
all outstanding principal and, to the extent permitted by law, interest accrued
under this Note but unpaid and all other amounts owing to Holder under this Note
and the Loan Documents, payable on demand, at the Default Rate. After the
Maturity Date, interest shall accrue at the Default Rate. All interest shall be
computed on the basis of a year deemed to consist of 360 days and paid for the
actual number of days elapsed.
Both principal and interest are payable in Dollars to Administrative Agent
at the Applicable Lending Office of Administrative Agent.
This Note is secured under the Security Documents by the Collateral
described therein. The Loan Documents, including the Security Documents,
describe the rights of Holder and Administrative Agent with respect to the
Collateral.
Borrower is required to prepay the principal amount of this Note to the
extent required in the Credit Agreement. Borrower has the right to prepay the
principal amount of this Note to the extent and subject to the conditions
provided in the Credit Agreement.
The date and amount of all advances and repayments of principal and
payments of interest will be recorded in the records that Holder normally
maintains for instruments and agreements similar to this Note and the other Loan
Documents. The failure to record, or any error in recording, any of the
foregoing does not, however, affect the obligation of Borrower to pay principal,
interest and other amounts as required under this Note and the other Loan
Documents. Borrower agrees that Holder's books and records showing
advances and repayments are admissible in any action or proceeding arising
therefrom, and constitute prima facie proof thereof. Such records are deemed
accurate and binding on Borrower and an account stated, except as expressly
provided otherwise in the Credit Agreement.
Reference is made to the Credit Agreement for provisions regarding the
acceleration of the maturity hereof upon the occurrence of any Event of Default,
and such provisions are incorporated herein by this reference.
If any payment required under this Note is not made when due, or upon any
other Event of Default, Borrower will pay all costs of collection, including
court costs and reasonable attorneys fees and actual expenses of such attorneys,
whether or not there is litigation, including representation of Holder and
Administrative Agent and all costs incurred in connection with any bankruptcy or
insolvency proceeding involving Borrower as a debtor, in each case, to the
extent set forth in the Credit Agreement.
Borrower and all other Persons who become parties obligated under this
Note, whether as guarantors, sureties, endorsers or otherwise, waive any right
to demand for payment, any requirement for protest or notice of dishonor, all
other rights to notice or demands with respect to this Note, any defense based
on lack of diligence in the enforcement of this Note, and any defense which such
party may have based on suretyship or impairment of collateral. Every such party
assents to each and every extension or postponement of the time of payment,
whether at or after demand, or other indulgence, and waives any right to notice
thereof.
No amendment, modification or waiver of any provision of this Note, or
consent to any departure by Borrower herefrom, will be effective unless the same
is in writing signed by an authorized officer of Holder, and then only in the
specific instance and for the specific purpose for which given. No failure on
the part of Holder or Administrative Agent to exercise, and no delay in
exercising, any right under this Note operates as a waiver thereof, and no
single or partial exercise by Holder or Administrative Agent of any right under
this Note precludes any other or further exercise thereof, or the exercise of
any other right. Each and every right granted to Holder under this Note or
allowed to it at law or in equity is cumulative and such remedies may be
exercised from time to time concurrently or consecutively at Holder's option.
All notices required to be given or which may be given in connection with
this Note shall be given in the manner required for notices under the Credit
Agreement.
This Note is governed by and shall be construed and interpreted in
accordance with the internal laws of the State of Missouri applicable to
contracts made and to be performed wholly within such state, without regard to
choice or conflicts of law principles.
DAVEL COMMUNICATIONS GROUP, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
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