EXHIBIT 2.1(A)
REVOLVING CREDIT NOTE
$25,000,000
July 31, 1997
This Revolving Credit Note is executed and delivered under and
pursuant to the terms of that certain Revolving Credit and Security Agreement
dated as of July 31, 1997 (as amended, supplemented, restated or modified from
time to time, the "Loan Agreement") by and among TRESCOM INTERNATIONAL, INC., a
Florida corporation, TRESCOM U.S.A, INC., a Florida corporation, INTEX
TELECOMMUNICATIONS, INC., a South Carolina Corporation, THE ST. XXXXXX AND SAN
XXXX TELEPHONE COMPANY, INC., a U.S. Virgin Island Corporation and STSJ OVERSEAS
TELEPHONE COMPANY, INC. (d/b/a TresCom P.R.), a Puerto Rico corporation (each a
"Borrower" and jointly and severally, the "Borrowers"), PNC BANK, NATIONAL
ASSOCIATION ("PNC"), the various other financial institutions named in or which
hereafter become a party to the Loan Agreement (together with PNC, collectively,
the "Lenders") and PNC as agent for Xxxxxxx (in such capacity, "Agent").
Capitalized terms not otherwise defined herein shall have the meanings as
provided in the Loan Agreement.
FOR VALUE RECEIVED, Borrowers hereby jointly and severally promise
to pay to the order of Agent for the ratable benefit of Lenders at Agent's
offices located at Two Tower Center, East Brunswick, New Jersey 08816 or at such
other place as holder may from time to time designate to Borrowers in writing:
(i) the principal sum of TWENTY FIVE MILLION AND 00/100 DOLLARS
($25,000,000) or, if different from such amount, such amount of Revolving
Advances as may be due and owing under the Loan Agreement, payable in accordance
with the provisions of the Loan Agreement and subject to acceleration upon the
occurrence and of an Event of Default under the Loan Agreement or earlier
termination of the Loan Agreement pursuant to the terms thereof; and
(ii) interest on the principal amount of this Note from time to time
outstanding, payable at the applicable Revolving Interest Rate in accordance
with the provisions of the Loan Agreement. Upon and after the occurrence of an
Event of Default, and during the continuation thereof, interest shall be payable
at the Default Rate. In no event, however, shall interest exceed the maximum
interest rate permitted by law.
This Note is the Revolving Credit Note referred to in the Loan
Agreement and is secured, INTER ALIA, by the liens granted pursuant to the Loan
Agreement and the Other Documents, is entitled to the benefits of the Loan
Agreement and the Other Documents and is subject to all of the agreements, terms
and conditions therein contained.
This Note may be voluntarily prepaid, in whole or in part, on the
terms and conditions set forth in the Loan Agreement.
If an Event of Default under Section 10.7 of the Loan Agreement
shall occur, then this Note shall immediately become due and payable, without
notice, together with reasonable attorneys' fees if the collection hereof is
placed in the hands of an attorney to obtain or enforce payment hereof. If
any other Event of Default shall occur under the Loan Agreement or any of the
Other Documents, which is not cured within any applicable grace period, then
this Note may, as provided in the Loan Agreement, be declared to be immediately
due and payable, without notice, together with reasonable attorneys' fees, if
the collection hereof is placed in the hands of an attorney to obtain or enforce
payment hereof.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
Borrowers expressly waive any presentment, demand, protest, notice
of protest, or notice of any kind except as expressly provided in the Loan
Agreement.
TRESCOM INTERNATIONAL, INC.
By:/s/ Xxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx
Title: Chief Financial Officer
TRESCOM U.S.A., INC.
INTEX TELECOMMUNICATIONS, INC.
THE ST. XXXXXX AND SAN XXXX TELEPHONE
COMPANY, INC.
STSJ OVERSEAS TELEPHONE COMPANY, INC.
By:/s/ Xxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President of each of the foregoing
corporations
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 31st day of July, 1997, before me personally came Xxxxxxx Xxxxxx,
to me known, who being by me duly sworn, did each depose and say that he is the
Chief Financial Officer of TresCom International, Inc. and the Vice President of
each of Trescom U.S.A., Inc., Intex Telecommunications, Inc., The St. Xxxxxx and
San Xxxx Telephone Co., Inc. and STSJ Overseas Telephone Company, Inc., the
corporations described in and which executed the foregoing instrument; and that
he signed his name thereto by order of the board of directors of said
corporations.
/s/ Xxxxxx Xxxxxx
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Notary Public
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