EXHIBIT 4.2
AMENDED AND RESTATED NOTE
$2,000,000.00 May 5, 1999
FOR VALUE RECEIVED, the undersigned, WorldQuest Networks, Inc. (hereinafter
referred to as "Maker"), promises to pay to the order of WorldQuest Networks,
LLC ("Holder"), in lawful money of the United States of America, the principal
sum of Two Million Dollars ($2,000,000.00), or so much thereof as may be
advanced from time to time and noted on Schedule A hereof, with interest thereon
from the date of each advance until such advance is repaid at a rate of eight
percent (8%) per annum. Effective the date of each such subsequent advance and
as advances are repaid, Maker shall sign, date and deliver to Holder an updated
Schedule A to replace the prior Schedule A to this Note. Interest payable under
this Note shall be computed on the basis of a 365-day year and actual days
elapsed.
This Note is partially a term note and partially a revolving note. The
term note portion represents $1,100,000 of the principal balance, which
$1,100,000 of principal balance is outstanding as of the date of this Note, with
accrued interest thereon of $144,039.88 as of the date of this Note. The term
note portion of the principal balance and such accrued interest, together with
interest accruing hereafter on such principal balance, is due and payable in
full on May 5, 2002.
The remaining principal balance of this Note, of up to $900,000, or so much
thereof as may be advanced from time to time and noted on Schedule A hereof,
constitutes the revolving portion of the Note. Maker may borrow, repay, and
reborrow the revolving portion of this Note until such time as Holder shall have
notified Maker in writing that no further advances will be made under such
revolving portion of this Note. As of the date of this Note, $467,755.72 in
principal has been borrowed pursuant to the revolving portion of this Note and
is outstanding as of the date hereof, together with accrued interest thereon of
$42,884.82. The principal balance of the revolving portion of this Note,
together with all accrued interest, is payable on demand by Holder. If no
demand is made, the accrued interest of $42,884.82, plus the interest accruing
after the date of this Note on the outstanding revolving portion of the
principal balance of this Note, shall accrue until December 18, 1999, at which
time such accrued interest shall be due and payable and, thereafter, accrued
interest on the outstanding revolving portion of the principal balance of this
Note shall be payable monthly in arrears, with the first payment due January 18,
2000 and thereafter on the 18th day of each succeeding month, and the
outstanding revolving portion of the principal balance of this Note shall be
paid in full on May 5, 2002.
Except as otherwise expressly provided herein, Maker and each surety,
endorser, and guarantor of this Note hereby severally waives demand and
presentation for payment, notice of non-payment, protest and notice of protest,
and the diligence of bringing suit against any party hereto and consents that
time of payment may be extended from time to time without notice thereof
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to him, her or it.
All amounts payable hereunder by Maker shall be payable to Holder at the
address set forth by Xxxxxx, from time to time, in writing to Maker, and shall
be made by Maker in lawful money of the United States in cash or its equivalent
at such place of payment.
If any payment required to be made hereunder becomes due and payable on a
non-business day, the maturity thereof shall extend to the next business day and
interest shall be payable at the rate applicable thereto during such extension.
The term "business day" shall mean a calendar day excluding Saturdays, Sundays
or other days on which banks in the State of Texas are required or authorized to
remain closed.
If this Note is placed in the hands of an attorney for collection, Maker
agrees to pay reasonable attorneys' fees and costs and expenses of collection,
including but not limited to court costs.
Upon the failure of prompt and timely payment when due of any installment
of principal or interest under this Note, then Xxxxxx, at Xxxxxx's option, may
declare the entire unpaid balance of principal and accrued interest hereunder to
be immediately due and payable.
This Note is given for an actual lending transaction for business purposes
and not for personal, residential or agricultural purposes.
This Note shall be governed by and construed in accordance with the laws of
the State of Texas and applicable laws of the United States.
In no contingency or event whatsoever shall the amount paid or agreed to be
paid by Maker, received by Xxxxxx, or requested or demanded to be paid by Maker
exceed the maximum amount permitted by applicable law. In the event any such
sums paid to Holder by Maker would exceed the maximum amount permitted by
applicable law, Holder shall automatically apply such excess to the unpaid
principal amount of this Note or, if the amount of such excess exceeds the
unpaid principal amount of this Note, such excess automatically shall be applied
by Holder to the unpaid principal amount of other indebtedness, if any, owed by
Maker to Holder, or if there be no such other indebtedness, such excess shall be
paid to Maker. All sums paid or agreed to be paid by Maker, received by Xxxxxx,
or requested or demanded to be paid by Maker which are or hereafter may be
construed to be or in respect of compensation for the use, forbearance, or
detention of money shall, to the extent permitted by applicable law, be
amortized, prorated, spread and allocated throughout the full term of all
indebtedness of Maker to Holder, to the end that the actual rate of interest
hereon shall never exceed the maximum rate of interest permitted from time to
time by applicable law.
This Amended and Restated Note amends, restates and supersedes, but is not
intended to and shall not extinguish or cancel the indebtedness evidenced by,
that certain Note dated December
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18, 1996 in the original principal amount of up to $2,000,000 payable by Maker
to Holder. However, Xxxxxx agrees as a condition to Maker's execution of this
Amended and Restated Note, that Xxxxxx will return the Note dated December 18,
1996 to Maker marked "canceled" and this Amended and Restated Note shall govern
the rights and obligations of the parties.
EXECUTED as of the date first above written.
MAKER:
WORLDQUEST NETWORKS, INC.
By: /S/ X. XXXXXXX XXXXX
---------------------------------------------
X. Xxxxxxx Xxxxx, Chief Executive Officer
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SCHEDULE A
TO
AMENDED AND RESTATED NOTE DATED MAY 5, 1999
PAYABLE BY WORLDQUEST NETWORKS, INC.
TO WORLDQUEST NETWORKS, LLC
Dollar Amount Dollar Amount
-------------
of Advance Date of Advance of Repayment Date of Repayment
---------- --------------- ------------ -----------------
$467,755.72 May 5, 1999
MAKER:
WORLDQUEST NETWORKS, INC.
By: /S/ X. XXXXXXX XXXXX
------------------------------------
X. Xxxxxxx Xxxxx, Chief Executive
Officer
Date of Schedule A: May 5, 1999
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