EX-4.2 4 ea130296ex4-2_digerati.htm TERM LOAN B NOTE FOR $3,500,000 ISSUED BY T3 COMMUNICATIONS, INC. TO POST ROAD SPECIAL OPPORTUNITY FUND II LP, DATED NOVEMBER 17, 2020
TERM LOAN B NOTE
| ||November 17, 2020|
|$3,500,000 ||Stamford, Connecticut|
The undersigned, for value received, promises to pay to the order of POST ROAD SPECIAL OPPORTUNITY FUND II LP, a Delaware limited partnership (the “Lender”), at the principal office of Post Road Administrative LLC (the “Administrative Agent”) in Stamford, Connecticut the aggregate unpaid amount of all Closing Date Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown on the schedule attached hereto (and any continuation thereof) or in the records of the Lender), such principal amount to be payable on the dates set forth in the Credit Agreement.
The undersigned further promises to pay interest on the unpaid principal amount of each Closing Date Loan from the date of such Closing Date Loan until such Closing Date Loan is paid in full, payable at the rate(s) and at the time(s) set forth herein and in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America.
The unpaid principal amount of Term Loan B shall bear interest for the period commencing on the Closing Date through the date Term Loan B is Paid in Full in cash or same day funds at a rate equal to (A) LIBOR (with a set Interest Period), plus (B) 12.0% per annum, plus (C) (i) one and twenty hundredths (1.20) times the original principal amount of this Term Loan B Note (this “Note”) if repaid on or before June 30, 2021, (ii) one and twenty five hundredths (1.25) times the original principal amount of this Note if repaid following June 30, 2021 and on or before September 30, 2021, or (iii) one and thirty hundredths (1.30) times the original principal amount of this Note if repaid following September 30, 2021 and on or before December 31, 2021; provided, however, that the Obligations may bear interest at the Default Rate pursuant to Section 3.2 of the Credit Agreement; provided further, that the undersigned may elect to defer until the Maturity Date payment of accrued and unpaid interest on Term Loan B pursuant to Section 3.3 of the Credit Agreement. For the avoidance of doubt, any amounts owed pursuant to subsection (B) in the immediately preceding sentence shall be calculated in respect of the original principal amount of this Term Loan B Note (not the principal amount as increased if the undersigned elects to defer payment of accrued and unpaid interest pursuant to Section 3.3 of the Credit Agreement).
All Obligations shall be due and payable on the earlier of (A) December 31, 2021, or (B) the date to which the Obligations are accelerated pursuant to ARTICLE XIII of the Credit Agreement.
This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, certain Persons (including the Lender) and the Administrative Agent, to which Credit Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.
This Note is made under and governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
[Signature page follows.]
Signature Page to Term Loan B Note
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and delivered by its duly authorized officer as of the date first set forth above.
| ||T3 COMMUNICATIONS, INC.,|
| ||a Nevada corporation|
| || || |
| ||By: || |
| ||Name: || |
| ||Title: || |
Signature Page to Term Loan B Note