EXHIBIT 5
REVOLVING CREDIT NOTE
----------------------
$15,000,000 New York, New York
September 19, 1996
FOR VALUE RECEIVED, the undersigned, MIDLAND USA, INC., a
Delaware corporation (hereinafter referred to as "Borrower"), hereby
PROMISES TO PAY to the order of SECURICOR COMMUNICATIONS LIMITED, a
corporation formed under the laws of England and Wales ("Lender"), at
00 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxx, XX0 0XX, or at such other place as
the holder of this Revolving Credit Note may designate from time to
time in writing, in lawful money of the United States of America and
in immediately available funds, the amount of fifteen million dollars
($15,000,000), or such lesser principal amount as may be outstanding
pursuant to the Loan Agreement (as hereinafter defined), together with
interest on the unpaid principal amount of this Revolving Credit Note
outstanding from time to time from the date hereof at the rate or
rates provided in the Loan Agreement.
This Revolving Credit Note is issued pursuant to that
certain Loan Agreement dated as of September 19, 1996 between Xxxxxxxx
and Lender (the "Loan Agreement"), and is entitled to the benefit and
security of the Loan Documents provided for therein, to which
reference is hereby made for a statement of all of the terms and
conditions under which the loan evidenced hereby is made. All
capitalized terms, unless otherwise defined herein, shall have the
meanings ascribed to them in the Loan Agreement.
The principal amount of the indebtedness evidenced hereby
shall be payable on the Repayment Date. Interest thereon shall accrue
on a daily basis at the rate specified in the Loan Agreement and shall
be capitalized on a monthly basis. Any accrued but uncapitalized
interest shall be payable on the Repayment Date.
If any payment on this Revolving Credit Note becomes due and
payable on a day other than a Business Day, the maturity thereof shall
be extended to the next succeeding Business Day and, with respect to
payments of principal, interest thereon shall continue to accrue at
the then applicable rate during such extension.
Upon and after the occurrence of an Event of Default, this
Revolving Credit Note may, as provided in the Loan Agreement, and
without demand, notice or legal process of any kind, be declared, and
immediately shall become, due and payable.
Demand, presentment, protest and notice of nonpayment and
protest are hereby waived by Xxxxxxxx.
THIS REVOLVING CREDIT NOTE HAS BEEN EXECUTED, DELIVERED AND
ACCEPTED AT NEW YORK, NEW YORK AND SHALL BE INTERPRETED, GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
MIDLAND USA, INC.
By:
--------------------------------
Name:
Title:
NYFS09...:\73\73273\0003\1224\NTE8116W.32F
