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EXHIBIT 10.5
NOTE
$25,000,000.00 December 20, 1996
For value received, BILLING INFORMATION CONCEPTS, INC., a Delaware
corporation (the "Maker"), irrevocably and unconditionally promises to pay to
the order of THE BOATMEN'S NATIONAL BANK OF ST. LOUIS (the "Bank"), at the
principal office of THE FROST NATIONAL BANK in San Antonio, Texas, as the Agent
for the Banks, the principal sum of TWENTY-FIVE MILLION AND NO/100 DOLLARS
($25,000,000.00), or such lesser amount as shall equal the aggregate unpaid
principal amount of Loans made by the Bank to the Maker pursuant to the terms
of the Credit Agreement referred to below, in lawful money of the USA and in
immediately available funds, on the dates and in the principal amounts provided
for in the Credit Agreement, and to pay interest on the unpaid principal amount
of such Loans at such office, in like money and funds for the period commencing
on the date of each such Loan until it is paid in full, at the rates and on the
dates provided for in the Credit Agreement. All capitalized terms used but not
defined herein shall have the meanings set forth in the Credit Agreement
referred to below.
Principal of and interest on the unpaid principal balance of Loans under
this Note from time to time outstanding shall be due and payable as set forth
in the Credit Agreement.
This Note is one of the "Notes" executed by the Maker and is referred to
in, governed by, and entitled to the benefits of, the Credit Agreement dated as
of December __, 1996, among the Maker; BILLING INFORMATION CONCEPTS CORP.; THE
FROST NATIONAL BANK, individually, as the Issuing Bank and as Agent; THE
BOATMEN'S NATIONAL BANK OF ST. LOUIS, individually; and the financial
institutions that are now or hereafter parties thereto (as amended, restated,
supplemented, renewed, extended or otherwise modified from time to time,
"Credit Agreement"), to which reference is made for all relevant intents and
purposes, including for a statement of the rights and obligations of the Agent
and the Banks and the duties and obligations of the Maker in relation thereto,
including mandatory and voluntary prepayments hereof, interest rate and amount
limitations and the acceleration of the maturity hereof. However, neither the
foregoing reference to the Credit Agreement nor to any provision thereof or
referred to therein, shall affect or impair the irrevocable, absolute and
unconditional obligation of the Maker to pay principal of, and interest on,
this Note when due. Unless the maturity of this Note shall have sooner
occurred, the outstanding principal balance of this Note and all accrued and
unpaid interest thereon shall be finally and fully payable on Commitment
Termination Date.
The date, amount, Type, interest rate and duration of Interest Period
(if applicable) of each Loan made by the Bank to the Maker, and each payment
made on account of the principal thereof, and accrued interest thereon, shall
be recorded by the Bank on its books and prior to any transfer of this Note,
endorsed by the Bank on a schedule attached hereto or any continuation thereof.
The Bank's failure to make or error in making any such recordations or
endorsements shall not diminish, reduce or relieve the Maker's obligation to
pay (i) all Loans made by the Bank to the Maker and
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then outstanding and (ii) all accrued and earned interest on the amounts
thereof from time to time outstanding and unpaid, pursuant to this Note.
The Maker and all sureties, endorsers, guarantors and other Persons ever
liable for the payment of any sums payable on this Note, jointly and severally,
waive notice, demand, notice of presentment, presentment, presentment for
payment, demand for payment, non-payment, notice of dishonor, dishonor, NOTICE
OF INTENT TO ACCELERATE MATURITY, NOTICE OF ACCELERATION OF MATURITY, notice of
intent to demand, protest, notice of protest, grace and all formalities and
other notices of any and every kind, and filing of suit or diligence in
collecting this Note or enforcing (in whole or part) any security or guaranty
now or hereafter for the payment of this Note, and consent and agree to any
partial or full substitution, exchange or release of any such security or
guaranty or the partial or full release of any Person primarily or secondarily
liable hereon, and consent and agree that it will not be necessary for any
holder hereof, in order to enforce payment by it of this Note to first
institute suit or exhaust its remedies against the Maker or any other Persons
liable herefor, or to enforce it rights against any such security herefor or
guarantor or any other Person with respect hereto, and consent to any or all
extensions, increases or renewals or postponements, modifications or
rearrangements of time or payment of this Note or any other indulgence with
respect hereto, without notice thereof to, or consent thereto from, any of
them.
Except as provided by Section 10.7 of the Credit Agreement, this Note
may not be assigned by the Bank to any Person.
This Note (including its validity, enforceability and interpretation)
shall be governed by, and construed in accordance with, the laws of the State
of Texas (without regard to conflict of law principles) and, to the extent
controlling, the federal laws of the USA.
THIS NOTE, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES HERETO. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
BILLING INFORMATION CONCEPTS, INC.
By: /s/ KELLY E. SIMMONS
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Name: Kelly E. Simmons
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Title: Senior Vice President and
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Chief Financial Officer
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