REVOLVING NOTE
Exhibit 10.04
Atlanta, Georgia
$2,000,000
September 23, 2008
FOR VALUE RECEIVED, each of the undersigned (each individually a “Borrower” and
collectively, the “Borrowers”), HEREBY PROMISES TO PAY to the order of CHATHAM INVESTMENT
FUND III, LLC and CHATHAM INVESTMENT FUND III QP, LLC (collectively, “Lender”), at the
offices of CHATHAM CREDIT MANAGEMENT III, LLC, a Georgia limited liability company, as Agent
(“Agent”), at its address set forth in Section 9.3 of the Credit Agreement, or at such
other place as Agent 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
($2,000,000) or, if less, the aggregate unpaid amount of all Revolving Credit Advances made by
Lender to the undersigned under the “Credit Agreement” (as hereinafter defined). All
capitalized terms used but not otherwise defined herein have the meanings given to them in the
Credit Agreement or in Annex A thereto.
This Revolving Note is one of the Revolving Notes issued pursuant to that certain Credit
Agreement dated as of September ___, 2008 by and among Borrowers, the other Persons named therein as
Credit Parties, Agent, Lenders and the other Persons signatory thereto from time to time as Lenders
(including all annexes, exhibits and schedules thereto, and as from time to time amended, restated,
supplemented or otherwise modified, the “Credit Agreement”), and is entitled to the benefit
and security of the Credit Agreement, the Security Agreement and all of the other Loan Documents
referred to therein. Reference is hereby made to the Credit Agreement for a statement of all of
the terms and conditions under which the Loans evidenced hereby are made and are to be repaid. The
date and amount of each Revolving Credit Advance made by Lenders to Borrowers, the rates of
interest applicable thereto and each payment made on account of the principal thereof, shall be
recorded by Agent on its books; provided that the failure of Agent to make any such recordation
shall not affect the obligations of Borrowers to make a payment when due of any amount owing under
the Credit Agreement or this Revolving Note in respect of the Revolving Credit Advances made by
Xxxxxx to Borrowers.
The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and
on the dates specified in the Credit Agreement, the terms of which are hereby incorporated herein
by reference. Interest thereon shall be paid until such principal amount is paid in full at such
interest rates and at such times, and pursuant to such calculations, as are specified in the Credit
Agreement. The terms of the Credit Agreement are hereby incorporated herein by reference.
If any payment on this Revolving Note becomes due and payable on a day other than a Business
Day, the payment thereof shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest thereon shall be payable at the then applicable rate during such
extension.
Upon and after the occurrence of any Event of Default, this Revolving Note may, as provided in
the Credit Agreement, and without presentment, demand, protest, notice of intent to accelerate,
notice of acceleration or other legal requirement of any kind (all of which are hereby expressly
waived by Borrowers), be declared, and immediately shall become, due and payable.
Time is of the essence of this Revolving Note.
Except as provided in the Credit Agreement, this Revolving Note may not be assigned by Lender
to any Person.
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THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
Borrowers: BROOKSIDE TECHNOLOGY PARTNERS, INC. |
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By: | ||||
Name: | Xxxxxxx Xxxx | |||
Title: | CEO | |||
U.S. VOICE & DATA, LLC |
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By: | ||||
Name: | Xxxxxxx Xxxxxxx | |||
Title: | CEO | |||
STANDARD TEL ACQUISITIONS, LLC |
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By: | ||||
Name: | Xxxxxxx Xxxx | |||
Title: | Managing Member | |||
TRANS-WEST NETWORK SOLUTIONS, INC. d/b/a STANDARD TEL |
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By: | ||||
Name: | Xxxxxxx Xxxx | |||
Title: | CEO | |||
STANDARD TEL NETWORKS, LLC |
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By: | ||||
Name: | Xxxxxxx Xxxx | |||
Title: | Managing Member | |||
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