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.
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Demand, presentment, protest and notice of nonpay
ment 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: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: President
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