exv4w2



 





Exhibit 4.2




FIRST AMENDED AND RESTATED



REVOLVING LINE OF CREDIT



PROMISSORY NOTE




			
	 	 	 
	$3,000,000.00
	 	November 13, 2007
	 
	 	Indianapolis, Indiana






     1. Agreement to Pay. FOR VALUE RECEIVED, CTI GROUP (HOLDINGS), INC., a
Delaware corporation (“Borrower”), hereby promises to pay to the order of NATIONAL CITY BANK, a
national banking association, its successors and assigns (“Lender”), the principal sum of Three
Million and No/100 Dollars ($3,000,000.00) (“Loan”), or so much thereof as may be advanced pursuant
to that certain Loan Agreement of even date herewith between Borrower and Lender (“Loan Agreement”)
at the place and in the manner hereinafter provided, together with interest thereon at the rate or
rates described below, and any and all other amounts which may be due and payable hereunder from
time to time without relief from valuation or appraisement laws.



     2. Interest Rate. Interest shall accrue on the outstanding principal balance of this
Amended and Restated Note from the date hereof through the Revolving Loan Maturity Date (as defined
in the Loan Agreement) at the interest rate as set forth in the Loan Agreement.



     3. Payment Terms. 




     3.1 Principal and Interest. Payments of principal and interest due under this Amended
and Restated Note, if not sooner declared to be due in accordance with the provisions
hereof, shall be made as follows:




     (a) Payment of interest shall be made as set forth in the Loan Agreement.




     (b) The unpaid principal balance of this Amended and Restated Note, if not
sooner paid or declared to be due in accordance with the terms hereof or the terms
of the Loan Agreement, together with all accrued and unpaid interest thereon and any
other amounts due and payable hereunder or under any other Loan Document (as
hereinafter defined), shall be due and payable in full at the Revolving Loan
Maturity Date.




     (c) Provided no Event of Default (as hereinafter defined) exists, any portion
of the principal balance of this Amended and Restated Note which is repaid may be
reborrowed by Borrower prior to the Revolving Loan Maturity Date provided that in no
event shall the outstanding principal balance of this Amended and Restated Note at
any time exceed Three Million and No/100 Dollars ($3,000,000.00).



 









 






     3.2 Application of Payments. Prior to the occurrence of an Event of Default, all
payments and prepayments on account of the indebtedness evidenced by this Amended and
Restated Note shall be applied as follows: (a) first, to fees, expenses, costs and other
similar amounts then due and payable to Lender, including, without limitation any prepayment
premium, exit fee or late charges due hereunder, (b) second, to accrued and unpaid interest
on the principal balance of this Amended and Restated Note, (c) third, to the payment of
principal due in the month in which the payment or prepayment is made, (d) fourth, to any
escrows, impounds or other amounts which may then be due and payable under the Loan
Documents, (e) fifth, to any other amounts then due Lender hereunder or under any of the
Loan Documents, and (f) last, to the unpaid principal balance of this Amended and Restated
Note. Any prepayment on account of the indebtedness evidenced by this Amended and Restated
Note shall not extend or postpone the due date or reduce the amount of any subsequent
payment of principal or interest due hereunder. After an Event of Default has occurred and
is continuing, payments may be applied by Lender to amounts owed hereunder and under the
Loan Documents in such order as Lender shall determine, in its sole discretion.




     3.3 Method of Payments. All payments of principal and interest hereunder shall be paid
by automatic debit, wire transfer, check or in coin or currency which, at the time or times
of payment, is the legal tender for public and private debts in the United States of America
and shall be made at such place as Lender or the legal holder or holders of this Amended and
Restated Note may from time to time appoint in the payment invoice or otherwise in writing,
and in the absence of such appointment, then at the offices of Lender at One National City
Center, Suite 200E, Indianapolis, Indiana 46255. Payment made by check shall be deemed paid
on the date Lender receives such check; provided, however, that if such check is
subsequently returned to Lender unpaid due to insufficient funds or otherwise, the payment
shall not be deemed to have been made and shall continue to bear interest until collected.
Notwithstanding the foregoing, the final payment due under this Amended and Restated Note
must be made by wire transfer or other final funds. If requested by Borrower, interest,
principal payments and any fees and expenses owed Lender from time to time will be deducted
by Lender automatically on the due date from Borrower’s account with Lender, as designated
in writing by Borrower. Borrower will maintain sufficient funds in the account on the dates
Lender enters debits authorized by this Amended and Restated Note. If there are
insufficient funds in the account on the date Lender enters any debit authorized by this
Amended and Restated Note, the debit will be reversed. Borrower may terminate this direct
debit arrangement at any time by sending written notice to Lender at the address specified
in the Loan Agreement.




     3.4 Late Charge. If any payment of interest or principal due hereunder is not made
within ten (10) days after such payment is due in accordance with the terms hereof, then, in
addition to the payment of the amount so due, Borrower shall pay to Lender a “late charge”
of the greater of: (i) five cents for each whole dollar so overdue or (ii) Twenty-Five
Dollars ($25.00) to defray part of the cost of collection and handling such late payment.
Borrower agrees that the damages to be sustained by the holder hereof for the detriment
caused by any late payment are extremely difficult and impractical to



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ascertain, and that the amount of five cents for each one dollar due is a reasonable
estimate of such damages, does not constitute interest, and is not a penalty.



     4. Security. This Amended and Restated Note is secured by (i) the Loan Agreement,
(ii) the Guaranties (the “US Guaranties”) from CTI Data Solutions (USA) Inc., CTI Billing
Solutions, Inc., CTI Delaware Holdings, Inc., Centillion Data Systems, L.L.C., CTI Data Solutions
Ltd, CTI Group Ltd (formerly CTI Billing Solutions Ltd), CTI Billing Solutions Ltd (formerly Ryder
Systems Ltd) and Fairford Holdings Ltd., BVI to Lender, (iii) the Security Agreements (“U.S.
Security Agreements”) from Borrower, CTI Data Solutions (USA) Inc., CTI Billing Solutions, Inc.,
CTI Delaware Holdings, Inc. and Centillion Data Systems, L.L.C. to Lender, (iv) the Charge Over
Shares In Ryder Systems Ltd from Ryder Systems Ltd to Lender (the “Charge Over Shares”), (v) the
Debentures between the Borrower, CTI Data Solutions Ltd and Ryder Systems Ltd and Lender (the “UK
Debentures”), and (vi) the Guarantee and Indemnities between CTI Data Solutions Ltd, CTI Billing
Solutions Ltd (formerly Ryder Systems Ltd), Fairford Holdings Ltd., BVI and Lender of even date
herewith (the “UK Guarantees”) (the Loan Agreement, the Guaranties, the U.S. Security Agreements,
the Charge Over Shares, the UK Debentures, the UK Guarantees and any other document now or
hereafter given to evidence or secure payment of this Amended and Restated Note or delivered to
induce Lender to disburse the proceeds of the Loan, as such documents may hereafter be amended,
restated or replaced from time to time, are hereinafter collectively referred to as the “Loan
Documents”). Reference is hereby made to the Loan Documents (which are incorporated herein by
reference as fully and with the same effect as if set forth herein at length) for a statement of
the covenants and agreements contained therein, a statement of the rights, remedies, and security
afforded thereby, and all matters therein contained.



     5. Events of Default. The occurrence of any “Event of Default” under any of the Loan
Documents (after the expiration of any applicable notice and/or cure periods) shall constitute an
"Event of Default” under this Amended and Restated Note.



     6. Remedies. At the election of the holder hereof, and after written notice to
Borrower, the principal balance remaining unpaid under this Amended and Restated Note, and all
unpaid interest accrued thereon and any other amounts due hereunder, shall be and become
immediately due and payable in full upon the occurrence and during the continuance of any Event of
Default. Failure to exercise this option shall not constitute a waiver of the right to exercise
same in the event of any subsequent Event of Default. No holder hereof shall, by any act of
omission or commission, be deemed to waive any of its rights, remedies or powers hereunder or
otherwise unless such waiver is in writing and signed by the holder hereof, and then only to the
extent specifically set forth therein. The rights, remedies and powers of the holder hereof, as
provided in this Amended and Restated Note, the Loan Agreement and in all of the other Loan
Documents are cumulative and concurrent, and may be pursued singly, successively or together
against Borrower, any guarantor thereof, the security given at any time to secure the repayment
hereof, all at the sole discretion of the holder hereof. If any suit or action is instituted or
attorneys are employed to collect this Amended and Restated Note or any part hereof, Borrower
promises and agrees to pay all costs of collection, including reasonable attorneys’ fees and court
costs.



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     7. Covenants and Waivers. Borrower and all others who now or may at any time become
liable for all or any part of the obligations evidenced hereby, expressly agree hereby to be
jointly and severally bound, and jointly and severally: (i) waive and renounce any and all
homestead, redemption and exemption rights and the benefit of all valuation and appraisement
privileges against the indebtedness evidenced by this Amended and Restated Note or by any extension
or renewal hereof; (ii) waive presentment and demand for payment, notices of nonpayment and of
dishonor, protest of dishonor, and notice of protest; (iii) waive any and all notices in connection
with the delivery and acceptance hereof and all other notices in connection with the performance,
default, or enforcement of the payment hereof or hereunder; (iv) waive any and all lack of
diligence and delays in the enforcement of the payment hereof; (v) agree that the liability of
Borrower, guarantor, endorser or obligor shall be unconditional and without regard to the liability
of any other person or entity for the payment hereof, and shall not in any manner be affected by
any indulgence or forbearance granted or consented to by Lender to any of them with respect hereto;
(vi) consent to any and all extensions of time, renewals, waivers, or modifications that may be
granted by Lender with respect to the payment or other provisions hereof, and to the release of any
security at any time given for the payment hereof, or any part thereof, with or without
substitution, and to the release of any person or entity liable for the payment hereof; and
(vii) consent to the addition of any and all other makers, endorsers, guarantors, and other
obligors for the payment hereof, and to the acceptance of any and all other security for the
payment hereof, and agree that the addition of any such makers, endorsers, guarantors or other
obligors, or security shall not affect the liability of Borrower, any guarantor and all others now
liable for all or any part of the obligations evidenced hereby. This provision is a material
inducement for Lender making the Loan to Borrower.



     8. Other General Agreements.




     8.1 The Loan is a business loan and is not being made for personal, family or household
purposes.




     8.2 Time is of the essence hereof.




     8.3 This Amended and Restated Note is governed and controlled as to validity,
enforcement, interpretation, construction, effect and in all other respects by the statutes,
laws and decisions of the State of Indiana. This Amended and Restated Note may not be
changed or amended orally but only by an instrument in writing signed by the party against
whom enforcement of the change or amendment is sought.




     8.4 Lender shall not be construed for any purpose to be a partner, joint venturer,
agent or associate of Borrower or of any lessee, operator, concessionaire or licensee of
Borrower in the conduct of its business, and by the execution of this Amended and Restated
Note, Borrower agrees to indemnify, defend, and hold Lender harmless from and against any
and all damages, costs, expenses and liability that may be incurred by Lender as a result of
a claim that Lender is such partner, joint venturer, agent or associate.



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     8.5 This Amended and Restated Note has been made and delivered at Indianapolis, Indiana
and all funds disbursed to or for the benefit of Borrower will be disbursed in Indianapolis,
Indiana.




     8.6 The obligations and liabilities of Borrower under this Amended and Restated Note
shall be binding upon and enforceable against Borrower and its successors and assigns. This
Amended and Restated Note shall inure to the benefit of and may be enforced by Lender and
its successors and assigns.




     8.7 If any provision of this Amended and Restated Note is deemed to be invalid by
reason of the operation of law, or by reason of the interpretation placed thereon by any
administrative agency or any court, Borrower and Lender shall negotiate an equitable
adjustment in the provisions of the same in order to effect, to the maximum extent permitted
by law, the purpose of this and the validity and enforceability of the remaining provisions,
or portions or applications thereof, shall not be affected thereby and shall remain in full
force and effect.




     8.8 If the interest provisions herein or in any of the Loan Documents shall result, at
any time during the Loan, in an effective rate of interest which, for any month, exceeds the
limit of usury or other laws applicable to the Loan, all sums in excess of those lawfully
collectible as interest of the period in question shall, without further agreement or notice
between or by any party hereto, be applied upon principal immediately upon receipt of such
monies by Lender, with the same force and effect as though the payer has specifically
designated such extra sums to be so applied to principal and Lender had agreed to accept
such extra payment(s) as a premium-free prepayment. Notwithstanding the foregoing, however,
Lender may at any time and from time to time elect by notice in writing to Borrower to
reduce or limit the collection to such sums which, when added to the said first-stated
interest, shall not result in any payments toward principal in accordance with the
requirements of the preceding sentence. In no event shall any agreed to or actual exaction
as consideration for this Loan transcend the limits imposed or provided by the law
applicable to this transaction or the makers hereof.




     8.9 Lender may at any time, upon prior written notice to Borrower, assign its rights in
this Amended and Restated Note and the Loan Documents, or any part thereof and transfer its
rights in any or all of (i) the Collateral (as such term is defined in the U.S. Security
Agreements), (ii) the Charged Portfolio (as such term is defined in the Charge Over Shares),
and (iii) the Real Property, Chattels, Controlled Accounts, Policies, Intellectual Property,
Investments, Rental Income, Contracts and Debts (as such terms are defined in the UK
Debentures), and Lender thereafter shall be relieved from all liability with respect to such
Collateral. In addition, Lender may at any time sell one or more participations in this
Amended and Restated Note. Borrower may not assign its interest in this Amended and
Restated Note, or any other agreement with Lender or any portion thereof, either voluntarily
or by operation of law, without the prior written consent of Lender.




     8.10 Capitalized terms not defined herein shall have the same meaning given to them in
the Loan Agreement.



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     9. Notices. All notices required under this Amended and Restated Note will be in
writing and will be transmitted in the manner and to the addresses or facsimile numbers required by
the Loan Agreement, or to such other addresses or facsimile numbers as Lender and Borrower may
specify from time to time in writing.



     10. WAIVER OF JURY TRIAL. THE LENDER AND THE BORROWER, AFTER CONSULTING OR HAVING HAD
THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDED AND RESTATED NOTE OR ANY OF THE OTHER
OBLIGATIONS, THE COLLATERAL, OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION WITH THIS AMENDED AND RESTATED NOTE OR THE LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT OR
COURSE OF DEALING IN WHICH THE LENDER AND THE BORROWER ARE ADVERSE PARTIES. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.



     11. CONSENT TO JURISDICTION. BORROWER (i) AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF
THIS AMENDED AND RESTATED NOTE OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF
THE STATE OF INDIANA OR IN ANY FEDERAL COURT SITTING IN INDIANA; (ii) CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF ANY SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON BORROWER BY
MAIL AT THE ADDRESS SPECIFIED IN THE LOAN AGREEMENT; AND (iii) HEREBY WAIVES ANY OBJECTION THAT IT
MAY NOW OR IN THE FUTURE HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS
BROUGHT IN AN INCONVENIENT COURT.



     12. Prior Note. The Revolving Line of Credit Promissory Note dated December 22, 2006,
by Borrower to Lender in the original principal amount of Eight Million and No/100 ($8,000,000.00)
is hereby amended, restated and replaced in its entirety with this Amended and Restated Note.



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     IN WITNESS WHEREOF, Borrower has executed and delivered this Amended and Restated Note as of
the day and year first written above.



	 	 	 	 	 
	 	BORROWER:



CTI GROUP (HOLDINGS), INC., 

a Delaware corporation

 	 
	 	By:  	/s/ John Birbeck
 	 
	 	 	John Birbeck, 	 
	 	 	Chief Executive Officer 	 
	 



	 	 	 
	Above Signatures Witnessed


by the Following Employee


of Lender:

	 	 
	 
	 	 
	/s/ Ryan T. Hendrickson
	 	 
	 	 	 
	Ryan T. Hendrickson, Vice President
	 	 







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