Exhibit 4.2
FIRST AMENDED AND RESTATED
REVOLVING LINE OF
CREDIT
PROMISSORY
NOTE
|
|
|
| |
|
|
| $3,000,000.00 |
|
November 13, 2007 |
| |
|
Indianapolis, Indiana |
1. Agreement to
Pay . FOR VALUE RECEIVED, CTI GROUP (HOLDINGS),
INC., a Delaware corporation (“ Borrower
”), hereby promises to pay to the order of NATIONAL CITY
BANK , a national banking association, its successors and
assigns (“ Lender ”), the principal sum of Three
Million and No/100 Dollars ($3,000,000.00) (“ Loan
”), or so much thereof as may be advanced pursuant to that
certain Loan Agreement of even date herewith between Borrower and
Lender (“ Loan Agreement ”) at the place and in
the manner hereinafter provided, together with interest thereon at
the rate or rates described below, and any and all other amounts
which may be due and payable hereunder from time to time without
relief from valuation or appraisement laws.
2. Interest Rate
. Interest shall accrue on the outstanding principal balance of
this Amended and Restated Note from the date hereof through the
Revolving Loan Maturity Date (as defined in the Loan Agreement) at
the interest rate as set forth in the Loan Agreement.
3. Payment
Terms.
3.1 Principal and Interest .
Payments of principal and interest due under this Amended and
Restated Note, if not sooner declared to be due in accordance with
the provisions hereof, shall be made as follows:
(a) Payment of interest shall be made
as set forth in the Loan Agreement.
(b) The unpaid principal balance of
this Amended and Restated Note, if not sooner paid or declared to
be due in accordance with the terms hereof or the terms of the Loan
Agreement, together with all accrued and unpaid interest thereon
and any other amounts due and payable hereunder or under any other
Loan Document (as hereinafter defined), shall be due and payable in
full at the Revolving Loan Maturity Date.
(c) Provided no Event of Default (as
hereinafter defined) exists, any portion of the principal balance
of this Amended and Restated Note which is repaid may be reborrowed
by Borrower prior to the Revolving Loan Maturity Date provided that
in no event shall the outstanding principal balance of this Amended
and Restated Note at any time exceed Three Million and No/100
Dollars ($3,000,000.00).
3.2 Application of Payments .
Prior to the occurrence of an Event of Default, all payments and
prepayments on account of the indebtedness evidenced by this
Amended and Restated Note shall be applied as follows:
(a) first, to fees, expenses, costs and other similar amounts
then due and payable to Lender, including, without limitation any
prepayment premium, exit fee or late charges due hereunder,
(b) second, to accrued and unpaid interest on the principal
balance of this Amended and Restated Note, (c) third, to the
payment of principal due in the month in which the payment or
prepayment is made, (d) fourth, to any escrows, impounds or
other amounts which may then be due and payable under the Loan
Documents, (e) fifth, to any other amounts then due Lender
hereunder or under any of the Loan Documents, and (f) last, to
the unpaid principal balance of this Amended and Restated Note. Any
prepayment on account of the indebtedness evidenced by this Amended
and Restated Note shall not extend or postpone the due date or
reduce the amount of any subsequent payment of principal or
interest due hereunder. After an Event of Default has occurred and
is continuing, payments may be applied by Lender to amounts owed
hereunder and under the Loan Documents in such order as Lender
shall determine, in its sole discretion.
3.3 Method of Payments . All
payments of principal and interest hereunder shall be paid by
automatic debit, wire transfer, check or in coin or currency which,
at the time or times of payment, is the legal tender for public and
private debts in the United States of America and shall be made at
such place as Lender or the legal holder or holders of this Amended
and Restated Note may from time to time appoint in the payment
invoice or otherwise in writing, and in the absence of such
appointment, then at the offices of Lender at One National City
Center, Suite 200E, Indianapolis, Indiana 46255. Payment made
by check shall be deemed paid on the date Lender receives such
check; provided, however, that if such check is subsequently
returned to Lender unpaid due to insufficient funds or otherwise,
the payment shall not be deemed to have been made and shall
continue to bear interest until collected. Notwithstanding the
foregoing, the final payment due under this Amended and Restated
Note must be made by wire transfer or other final funds. If
requested by Borrower, interest, principal payments and any fees
and expenses owed Lender from time to time will be deducted by
Lender automatically on the due date from Borrower’s account
with Lender, as designated in writing by Borrower. Borrower will
maintain sufficient funds in the account on the dates Lender enters
debits authorized by this Amended and Restated Note. If there are
insufficient funds in the account on the date Lender enters any
debit authorized by this Amended and Restated Note, the debit will
be reversed. Borrower may terminate this direct debit arrangement
at any time by sending written notice to Lender at the address
specified in the Loan Agreement.
3.4 Late Charge . If any
payment of interest or principal due hereunder is not made within
ten (10) days after such payment is due in accordance with the
terms hereof, then, in addition to the payment of the amount so
due, Borrower shall pay to Lender a “late charge” of
the greater of: (i) five cents for each whole dollar so
overdue or (ii) Twenty-Five Dollars ($25.00) to defray part of
the cost of collection and handling such late payment. Borrower
agrees that the damages to be sustained by the holder hereof for
the detriment caused by any late payment are extremely difficult
and impractical to
2
ascertain, and
that the amount of five cents for each one dollar due is a
reasonable estimate of such damages, does not constitute interest,
and is not a penalty.
4. Security .
This Amended and Restated Note is secured by (i) the Loan
Agreement, (ii) the Guaranties (the “ US
Guaranties ”) from CTI Data Solutions (USA) Inc.,
CTI Billing Solutions, Inc., CTI Delaware Holdings, Inc.,
Centillion Data Systems, L.L.C., CTI Data Solutions Ltd, CTI Group
Ltd (formerly CTI Billing Solutions Ltd), CTI Billing Solutions Ltd
(formerly Ryder Systems Ltd) and Fairford Holdings Ltd., BVI to
Lender, (iii) the Security Agreements (“ U.S.
Security Agreements ”) from Borrower, CTI Data Solutions
(USA) Inc., CTI Billing Solutions, Inc., CTI Delaware
Holdings, Inc. and Centillion Data Systems, L.L.C. to Lender,
(iv) the Charge Over Shares In Ryder Systems Ltd from Ryder
Systems Ltd to Lender (the “ Charge Over Shares
”), (v) the Debentures between the Borrower, CTI Data
Solutions Ltd and Ryder Systems Ltd and Lender (the “ UK
Debentures ”), and (vi) the Guarantee and
Indemnities between CTI Data Solutions Ltd, CTI Billing Solutions
Ltd (formerly Ryder Systems Ltd), Fairford Holdings Ltd., BVI and
Lender of even date herewith (the “ UK Guarantees
”) (the Loan Agreement, the Guaranties, the U.S. Security
Agreements, the Charge Over Shares, the UK Debentures, the UK
Guarantees and any other document now or
|
