EXHIBIT 10.5
REVOLVING NOTE
$3,000,000 Pasadena, California
August 16, 2000
For value RECEIVED, the undersigned, XIT CORPORATION, a New
Jersey corporation and CXR TELCOM CORPORATION, a Delaware corporation
(collectively the "BORROWERS"), jointly and severally, hereby promise to pay on
the Termination Date under the Credit Agreement (defined below), to the order of
XXXXX FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the "LENDER"), at
its main office in Pasadena, California, or at any other place designated at any
time by the holder hereof, in lawful money of the United States of America and
in immediately available funds, the principal sum of THREE MILLION DOLLARS
($3,000,000) or, if less, the aggregate unpaid principal amount of all Revolving
Advances made by the Lender to the Borrowers under the Credit Agreement (defined
below) together with interest on the principal amount hereunder remaining unpaid
from time to time, computed on the basis of the actual number of days elapsed
and a 360-day year, from the date hereof until this Note is fully paid at the
rate from time to time in effect under the Credit and Security Agreement of even
date herewith (as the same may hereafter be amended, supplemented or restated
from time to time, the "CREDIT AGREEMENT") by and between the Lender and the
Borrowers. The principal hereof and interest accruing thereon shall be due and
payable as provided in the Credit Agreement. This Note may be prepaid only in
accordance with the Credit Agreement.
This Note is issued pursuant, and is subject, to the Credit
Agreement, which provides, among other things, for acceleration hereof. This
Note is the Revolving Note referred to in the Credit Agreement. This Note is
secured, among other things, pursuant to the Credit Agreement and the Security
Documents as therein defined, and may now or hereafter be secured by one or more
other security agreements, mortgages, deeds of trust, assignments or other
instruments or agreements.
The Borrowers hereby agree to pay all costs of collection,
including attorneys' fees and legal expenses in the event this Note is not paid
when due, whether or not legal proceedings are commenced.
Presentment or other demand for payment, notice of dishonor
and protest are expressly waived.
CXR TELCOM CORPORATION XIT CORPORATION
a Delaware corporation a New Jersey corporation
By: /s/ XXXXXXXX XXXXX By /s/ XXXXXXXX XXXXX
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Name: Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx
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Its VP/CFO Its VP/CFO
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