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EXHIBIT 4.3(a)
REVOLVING CREDIT NOTE
$15,000,000.00 St. Louis, Missouri
October 29, 1997
FOR VALUE RECEIVED, on the last day of the Revolving Credit Period, the
undersigned, INTERLOTT TECHNOLOGIES, INC., a Delaware corporation ("Borrower"),
hereby promises to pay to the order of MERCANTILE BUSINESS CREDIT INC., a
Missouri corporation ("Lender"), the principal sum of Fifteen Million Dollars
($15,000,000.00), or such lesser sum as may then constitute the aggregate unpaid
principal amount of all Revolving Credit Loans made by Lender to Borrower
pursuant to the Loan Agreement referred to below. The aggregate principal
amount of Revolving Credit Loans which Lender shall be committed to have
outstanding under this Note at any one time shall not exceed Fifteen Million
Dollars ($15,000,000.00), which amount may be borrowed, paid, reborrowed and
repaid, in whole or in part, subject to the terms and conditions of this Note
and of the Loan Agreement referred to below.
Xxxxxxxx further promises to pay to the order of Lender interest on the
unpaid principal balance from time to time outstanding under this Note on the
dates and at the rates set forth in the Loan Agreement referred to below. All
payments received by Lender under this Note shall be allocated among the
principal, interest, collection costs and expenses and other amounts due under
this Note as follows: (a) so long as no Event of Default under the Loan
Agreement has occurred and is continuing, as directed by Xxxxxxxx; and (b) so
long as any Event of Default under the Loan Agreement has occurred and is
continuing, in such order and manner as Lender shall elect. The amount of
interest accruing under this Note shall be computed on an actual day, 360-day
year basis.
All payments of principal and interest under this Note shall be made in
lawful currency of the United States at the office of Lender situated at 000
Xxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xx. Xxxxx, Xxxxxxxx 00000, or at such
other place as the holder of this Note may from time to time designate in
writing.
Lender shall record in its books and records the date and amount of each
Revolving Credit Loan made by it to Borrower and the date and amount of each
payment of principal and/or interest made by Borrower with respect thereto;
provided, however, that the obligation of Borrower to repay each Revolving
Credit Loan made to Borrower under this Note shall be absolute and
unconditional, notwithstanding any failure of Lender to make any such
recordation or any mistake by Lender in connection with any such recordation.
The books and records of Xxxxxx showing the account between Xxxxxx and Borrower
shall be admissible in evidence in any action or proceeding and shall constitute
prima facie proof of the items therein set forth in the absence of manifest
error.
Subject to the terms of the Loan Agreement referred to below, Borrower
shall have the right to prepay all at any time or any portion form time to time
of the unpaid principal of this Note prior to maturity, without penalty or
premium.
This Note is the Revolving Credit Note referred to in that certain Loan
Agreement dated the date hereof by and between Borrower and Lender (as the same
may from time to time be amended, modified, extended or renewed, the "Loan
Agreement"). The Loan Agreement, among other things, contains provisions for
acceleration of the maturity of this Note upon the occurrence of certain stated
events and also for prepayments on account of the principal of this Note and
interest on this Note prior to the maturity of this Note upon the terms and
conditions specified therein. All capitalized terms used and not otherwise
defined in this Note shall have the respective meanings ascribed to them in the
Loan Agreement.
This Note is secured by, among other things, that certain Security
Agreement dated the date hereof and executed by Xxxxxxxx in favor of Xxxxxx (as
the same may from time to time be amended, modified, extended or renewed, the
"Security Agreement") and that certain Patent, Trademark and License Security
Agreement dated the date hereof and executed by Borrower in favor of Xxxxxx (as
the same may from time to time be amended, modified, extended or renewed, the
"Patent, Trademark and License Security Agreement"), to which Seucrity
Agreement and Patent, Trademark and License Security Agreement reference
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is hereby made for a description of the security and a statement of the terms
and conditions upon which this Note is secured.
If any Event of Default under the Loan Agreement shall occur and be
continuing, then Xxxxxx's obligation to make additional Revolving Credit Loans
under this Note may be terminated in the manner and with the effect as provided
in the Loan Agreement and the entire outstanding principal balance of this Note
and all accrued and unpaid interest thereon may be declared to be immediately
due and payable in the manner and with the effect as provided in the Loan
Agreement.
In the event that any payment of any principal of or interest on this Note
is not paid when due, whether by reason of maturity, acceleration or otherwise,
and this Note is placed in the hands of an attorney or attorneys for collection
or for foreclosure of the Security Agreement of the Patent, Trademark and
License Security Agreement, or if this Note is placed in the hands of an
attorney or attorneys for representation of Lender in connection with bankruptcy
or insolvency proceedings relating hereto, Borrower promises to pay to the order
of Lender, in addition to all other amounts otherwise due hereon, the costs and
expenses of such collection, foreclosure and representation, including, without
limitation, reasonable attorneys' fees and expenses (whether or not litigation
shall be commenced in aid thereof). All parties hereto severally waive
presentment for payment, demand for payment, protest, notice of protest and
notice of dishonor.
This Note shall be governed by and construed in accordance with the
substantive laws of the State of Missouri (without reference to conflict of law
principles).
INTERLOTT TECHNOLOGIES, INC.
By /s/ Xxxxxx X. Xxxx
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Title: Chief Executive Officer
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By /s/ X. Xxxxxx Xxxxx
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Title: Chief Executive Officer
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