CONFORMED COPY -- NON-NEGOTIABLE
THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR
PAYMENT IN FULL OF THE SENIOR OBLIGATIONS AS SUCH TERM IS DEFINED IN THE
SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF MAY 4, 1998 BY AND
BETWEEN BANK ONE, TEXAS, N.A. AND XXXXXX EQUITY INVESTORS III, L.P.
PROMISSORY NOTE
$2,000,000 May 4, 0000
Xxxxxx, Xxxxx
FOR VALUE RECEIVED, each of the undersigned, ADVANCED TELEMARKETING
CORPORATION ("Company"), a Nevada corporation and ATC COMMUNICATIONS GROUP,
INC., a Delaware corporation (each a "Maker"), jointly and severally, HEREBY
PROMISE TO PAY to the order of XXXXXX EQUITY INVESTORS III, L.P., a Delaware
limited partnership ("Lender"), at its address at 0000 Xxxxxxxxxxxx Xxxxxx,
X.X., Xxxxx 000, Xxxxxxxxxx X.X. 00000, or at such other place as Lender 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 TWO MILLION
DOLLARS AND NO CENTS ($2,000,000.00) or, if less, the aggregate unpaid
amounts drawn down on the Letter of Credit, upon the terms set forth below.
All capitalized terms used but not otherwise defined herein have the meanings
given to them in that certain Reimbursement and Indemnification Agreement
dated as of May 4, 1998 by and among Makers and Lender (including all
annexes, exhibits and schedules thereto, and as from time to time amended,
restated, supplemented or otherwise modified, the "REIMBURSEMENT AGREEMENT").
1. PAYMENTS AND MATURITY. All amounts due under this Promissory Note shall
be due and payable on demand, together with all losses, expenses and costs
due under the Reimbursement Agreement. If any payment on this Promissory
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.
2. SECURED NOTE. This Promissory Note is secured by a security interest in
substantially all of Makers' assets, as evidenced by the Security Agreement
and the Pledge Agreement.
3. OBLIGATIONS JOINT AND SEVERAL: SUCCESSORS AND ASSIGNS. The term "Maker"
shall include each person and entity now or hereafter liable hereunder,
whether as maker, principal, surety, guarantor, endorser or otherwise, each
of whom shall be jointly, severally and primarily liable for all of the
obligations set forth herein. This Promissory Note shall bind and inure to
the benefit of the parties hereto and their respective successors and assigns
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4. WAIVERS. Time is of the essence of this Promissory Note. Demand,
presentment, protest and notice of nonpayment and protest are hereby waived
by Makers.
5. HEADINGS. All headings in this Note are for convenience of reference
only and do not affect the meaning of any provision.
6. PARTIAL INVALIDITY. If any provision of this Note is at any time held
to be invalid by any court of competent jurisdiction, such invalidity shall
not effect the remaining provisions of this Note, which shall continue to be
in full force and effect.
THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE
AND PERFORMED IN THAT STATE.
ATC COMMUNICATIONS GROUP, INC.
"MAKER"
By: /s/ Xxxxx X. Xxxx, Xx.
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Title: Senior Vice President
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ADVANCED TELEMARKETING CORPORATION
"MAKER"
By: /s/ Xxxxx X. Xxxx, Xx.
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Title: Secretary
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