EXHIBIT 10.8
ACCOUNTS RECEIVABLE REVOLVING CREDIT NOTE
June 30, 1999 $20,000,000.00
FOR VALUE RECEIVED, EGLOBE FINANCING CORPORATION, a Delaware
corporation ("eGlobe Financing"), IDX FINANCING CORPORATION, a Delaware
corporation, and TELEKEY FINANCING CORPORATION, a Delaware corporation
(collectively, the "Maker"), promises to pay to the order of EXTL INVESTORS,
LLC, a limited liability company organized under the laws of Nevada (the
"Holder"), at 850 Cannon, Suite 200, Hurst, TX 76054, or at such other place as
the Holder of this Note may from time to time designate, Twenty Million and
No/100 Dollars or such amounts as may be advanced from time to time by the
Holder pursuant to Section 1.6 of the Loan and Note Purchase Agreement dated as
of April 9, 1999, by and among the eGlobe Financing, Executive TeleCard, Ltd., a
Delaware corporation (the "Parent"), and the Holder and amended by Amendment No.
1 to Loan and Note Purchase Agreement dated as of the date hereof (the "Loan and
Note Purchase Agreement"), and remain outstanding, together with any accrued but
unpaid interest thereon, on the terms and conditions set forth below.
This Note is the "A/R Note" referred to in the Loan and Note
Purchase Agreement. A borrowing base certificate in the form attached hereto as
Exhibit A executed by Parent's chief financial officer shall be submitted in
connection with each request for an advance hereunder and on the first day of
each month that a principal balance under this Note is outstanding. Capitalized
terms used but not defined herein shall have the meanings set forth in the Loan
and Note Purchase Agreement.
The entire principal amount of this Note shall be repaid to
the Holder, together with any accrued but unpaid interest thereon, on the
earliest to occur of a single payment on the earlier to occur of (i) the third
anniversary of the date hereof or (ii) the date of closing of a Qualified
Offering (the "Note Maturity Date").
This Note shall bear interest on the unpaid portion of the
principal amount outstanding from time to time until the unpaid portion of the
principal shall have become due and payable (whether on the Note Maturity Date,
by acceleration or otherwise), at the Note Interest Rate. Interest shall be due
and payable to the Holder in arrears on the first day of each month, commencing
on the first day of the month following the date hereof (each, an "Interest
Payment Date"), until and including the Note Maturity Date. To the extent not
prohibited by applicable law, this Note shall bear interest on overdue
principal, on any overdue amounts arising out of a required or optional
prepayment of principal and on any overdue installment of interest at the Note
Overdue Rate, from after the date on
which such amounts were due and payable, whether by acceleration or otherwise,
until paid.
Payments of principal and interest on this Note shall be paid in cash
in lawful money of the United States of America.
Whenever any payment to be made under or with respect to this
Note shall be stated to be due on any day other than a Business Day, such
payment may be made on the next succeeding Business Day, and such extension of
time shall in such case be included in the computation of interest due on such
date.
This Note may be prepaid without premium or penalty, at the
option of the Maker exercised by written notice to the Holder, at any time in
whole or from time to time in part in integral multiples of $100,000. Any
prepayment will be applied first to accrued interest and then to payment of
principal. If this Note is prepaid only in part, this Note shall be surrendered
at the Company's principal office and the payment shall be recorded directly on
this Note or by an amendment thereto.
Either the Holder or the Maker may in its discretion, keep
records of amounts advanced and prepaid hereunder. Upon the reasonable request,
the Holder and the Maker shall reconcile their respective records and agree in
writing on the aggregate amounts advanced and prepaid hereunder.
This Note is secured by and shall be entitled to the benefits
of the Security Agreements. In addition, this Note is guaranteed by and shall be
entitled to the benefits of the Guaranty Agreement, which in turn is secured by
and entitled to the benefits of the Parent Security Agreement.
The occurrence of any Event of Default under and as defined in
the Loan and Note Purchase Agreement shall constitute an "Event of Default"
hereunder.
If an Event of Default exists hereunder, the Holder may
exercise any right, power or remedy which the Holder may have under the Loan and
Note Purchase Agreement if the corresponding Event of Default exists under and
as defined in the Loan and Note Purchase Agreement.
In the event the interest provisions hereof or any exactions
provided for herein or in the Loan and Note Purchase Agreement shall result in
an effective rate of interest which, for any period of time, exceeds the limit
of any usury or other law applicable to the transactions evidenced hereby, all
sums in excess of those lawfully collectible as interest for the period in
question shall, without further agreement or notice between or by any party
hereto, be applied toward repayment of outstanding principal immediately upon
receipt of such moneys by the Holder with the same force and effect as if the
Maker had specifically designated such extra sums to be so applied
to principal and the Holder had agreed to accept such extra payments in
repayment of the principal balance hereof. Notwithstanding the foregoing,
however, the Holder may at any time and from time to time elect, by notice in
writing to the Maker, to reduce or limit the collection of any interest to such
sums which shall not result in any payment of interest in excess of that
lawfully collectable. The Maker agrees that in determining whether or not any
interest payable under this Note exceeds the highest rate permitted by law, any
non-principal payment shall be deemed to the extent permitted by law to be an
expense, fee, premium or penalty, rather than interest.
The Maker expressly waives presentment for payment, demand,
notice of dishonor, protest, notice of protest, diligence of collection, notice
of intention to accelerate, notice of acceleration, and (except as otherwise
expressly provided herein or in the Loan and Note Purchase Agreement to the
contrary) any similar notice of any kind, and hereby consents to any number of
renewals and extensions of time of payment hereof, which renewals and extensions
shall not affect the liability of the Maker.
The Maker promises to pay all costs and expenses (including,
without limitation, attorneys' fees and disbursements) incurred in connection
with the collection thereof.
Without the prior written consent of the Maker, this Note may
not be transferred except to an Affiliate of the Holder, to Mr. Ronald Jensen,
to a member of Mr. Jensen's immediate family or an Affiliate of either.
Neither this Note nor any of the rights, interests or
obligations of the Maker hereunder shall be assigned in any respect without the
prior written consent of the Holder. Whenever used herein, the words "the Maker"
and "the Holder" shall be deemed to include their respective successors and
permitted assigns.
All communications required or permitted by this Note shall be in
accordance with Section 7.1 of the Loan and Note Purchase Agreement.
If any term, condition or other provision of this Note is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other terms, conditions and provisions of this Note shall
nevertheless remain in full force and effect. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Note so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that transactions contemplated hereby are fulfilled to the
extent possible.
This Note may not be amended except by an instrument in
writing signed by the Maker and the Holder.
This Note shall be governed by and construed in accordance
with the laws of the State of Texas, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law. The Maker consents to
the jurisdiction of the federal courts whose districts encompass any part of the
State of Texas or the state courts of the State of Texas in connection with any
dispute arising under this Note and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on forum non
conveniens, to the bringing of any such proceeding in such jurisdictions.
IN WITNESS WHEREOF, the undersigned has caused this Note to be
duly executed and delivered as of the day and year first written above.
EGLOBE FINANCING CORPORATION
By:
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Name:
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Title:
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IDX FINANCING CORPORATION
By:
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Name:
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Title:
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EXTL INVESTORS, LLC
By:
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Name:
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Title:
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