AMENDED AND RESTATED REVOLVING NOTE




Exhibit 10.159

FORM OF

AMENDED AND RESTATED
REVOLVING NOTE


 

 

	
      $8,000,000.00
	
      Birmingham, Alabama

      August 3, 2001



 

FOR
VALUE RECEIVED, the undersigned Display Technologies, Inc., a Nevada
corporation ("Display" or "Parent"); Don Bell Industries,
Inc., a Florida corporation ("Don Bell"); J. M. Stewart
Manufacturing, Inc., a Florida corporation ("Stewart
Manufacturing"); J. M. Stewart Corporation, a Florida corporation
("Stewart Corporation"); J. M. Stewart Industries. Inc., a
Florida corporation ("Stewart Industries"); Vision Trust Marketing,
Inc., a Florida corporation ("VisionTrust"); and Lockwood
Sign Group, Inc., a Florida corporation ("Lockwood") (hereinafter
called, jointly and severally, along with AmeriVision Outdoor, Inc. the
"Borrower"), promise to pay, jointly and severally, to the order of SouthTrust
Bank (together with any subsequent holder of this note, hereinafter called
the "Lender") the principal sum of Eight Million and 00/100 U.S.
Dollars ($8,000,000.00) or the aggregate unpaid principal amount of all Advances
made to Borrower by Lender pursuant to the Loan and Security Agreement among
Borrower and Lender dated January 17, 2001, as amended by the Amendment to Loan
and Security Agreement and Promissory Notes dated June 29, 2001, as further
amended by the Second Amendment to Loan and Security Agreement and Promissory
Notes dated July 13, 2001, as further amended by the Third Amendment to Loan and
Security Agreement and Promissory Notes dated July 31, 2001, as further amended
by the Fourth Amendment to Loan and Security Agreement of even date herewith (as
amended, the "Loan Agreement"), whichever is less, at the office of
Lender at 420 North 20th Street, Birmingham, Alabama, 35290, or at such other
location as is specified by notice from Lender to Borrower, together with
interest on the unpaid amount of said principal sum at the rate provided below,
in accordance with the payment schedule set forth below.

Borrower promises to
pay interest on the unpaid amount of the principal sum of this note from time to
time outstanding from and including the date of this note to but not including
the date payment is due at the per annum rate equal to Lender's Base Rate plus
2.75% percentage points. As used herein, Lender's Base Rate means the rate
designated by Lender from time to time as its Base Rate, whether or not such
rate is otherwise published. Lender's Base Rate on the date of this note is 9.0
percent, and the interest rate initially applicable under this note is_____
percent. The Base Rate is not necessarily the lowest interest rate charged by
Lender. The rate of interest payable under this note will increase by a like
number of percentage points or fraction of a percentage point each time the Base
Rate increases and will decrease by a like number of percentage points or
fraction of a percentage point each time the Base Rate decreases. The rate of
interest payable under this note shall be adjusted automatically on each day the
Base Rate changes to reflect any change in the Base Rate since the date of this
note or the date of the last such adjustment of the interest rate hereunder.


     




 


If Borrower shall fail
to pay any sum, whether principal or interest, when due (whether upon
acceleration, at scheduled maturity, or otherwise), Borrower promises to pay
interest on such sum, payable on demand, from and including the date payment was
due to the date payment is received by Lender at a per annum rate equal to 1.0
percentage point in excess of the rate provided above for interest on the unpaid
principal amount of this note prior to the date payment is due.


All interest payable
under this note shall be calculated on the basis of a 360-day year by
multiplying the product of the principal amount outstanding and the applicable
interest rate by the actual number of days elapsed, and dividing by 360.

Borrower promises to
pay accrued interest on the principal sum of this note on the 1st day of each
month hereafter commencing on September 1, 2001, and at final maturity of the
principal sum.

Borrower promises to
pay the principal sum of this note in full on November 3, 2001.

Each payment of
principal or interest under this note shall be made in U.S. Dollars and
immediately available funds by 2:00 p.m. at the place of payment on the day when
payment is due.

If any payment of
principal or interest under this note shall be due on a Saturday, Sunday or any
day on which Lender is legally closed to business, such payment shall be made on
the next succeeding business day of Lender and interest shall continue to accrue
on the unpaid balance of the principal sum of this note until the date payment
is received by Lender.

Borrowers hereby
authorize Lender to enter the date and amount of each advance made by Lender and
of each repayment of principal made by Borrowers on the schedule annexed hereto
(if any) or any continuation thereof, or in the records (including computer
records) of Lender, at Lender's election, and the information so entered shall
be deemed to be correct in the absence of manifest error.

This note amends and
restates the Revolving Note dated January 17, 2001 in the maximum principal
amount of $14,877,510.44 made by Borrower and is the Revolving Note issued
pursuant to the Loan Agreement, to which Loan Agreement, as it may be amended
from time to time, reference is hereby made for a statement of the terms and
conditions under which Borrower may obtain additional Advances from Lender under
this note and under which this note may be prepaid or its maturity date
accelerated. This note is entitled to the security provided by the Loan
Agreement and the Loan Documents referred to therein. Without limiting the
foregoing, if Borrower fails to pay any principal or interest under this note
exactly when due, time being of the essence of every promise of Borrower
hereunder, or if any Default or Event of Default shall occur under the Loan
Agreement or any of the Loan Documents referred to therein, then, and at any
time thereafter, the entire unpaid principal amount of this note, all interest
accrued but unpaid thereon, and all other sums, if any, then owed but unpaid
under this note shall be due and payable immediately, at the election of Lender,
without notice to Borrowers or any other person, any requirement of notice being
hereby waived.


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Borrower and any other
party primarily or secondarily obligated on this note hereby waive demand,
presentment, protest, dishonor, notice of dishonor, suit and any other
requirement necessary to charge them or hold them liable hereon. No renewal,
extension, amendment, or increase of this note, no release of or failure to
perfect a security interest in any collateral now or hereafter securing
repayment of this note, and no delay or failure on the part of Lender in
enforcing this note or in exercising any right or power hereunder, under the
Loan Agreement, under the Loan Documents, or under applicable law, shall operate
as a waiver or affect the obligations of Borrower or any such other party
hereunder; no single or partial exercise by Lender of any right or remedy
hereunder, under the Loan Agreement, under the Loan Documents, or under
applicable law shall preclude or estop any other or further exercise thereof or
the exercise by Lender of any other right or remedy; and no release, agreement
not to sue, discharge in bankruptcy or other discharge of Borrower or any other
person primarily or secondarily liable on this note shall affect the liability
of Borrower or any such party, other than the person specifically released or
discharged.

Borrower agrees to pay
all costs and expenses incurred by Lender in collecting or attempting to collect
under this note following default by Borrower in the payment of any sum due
hereunder, including reasonable attorneys' fees.

All capitalized terms
used in this note and not otherwise defined herein shall have the meaning given
to them in the Loan Agreement.

This note is being
delivered in the State of Alabama and all sums payable under this note are
payable in the State of Alabama. This note shall be governed, construed and
enforced in accordance with the substantive laws of the United States and the
State of Alabama, without regard to rules governing conflict of laws. The
provisions of this note are severable, and the invalidity or unenforceability of
one or more of the provisions of this note shall not affect or impair the
validity or enforceability of the remaining terms hereof. Any notice required to
be sent to Borrower may be sent in the manner provided for notices in the Loan
Agreement.

It is the intent of
Borrower and Lender that Borrower not pay and Lender not receive, directly or
indirectly, interest in excess of that which may be lawfully paid by Borrower
and received by Lender under the law applicable to this note. Accordingly, in no
event shall the rate or amount of interest due or payable under this note exceed
the maximum rate or amount of interest allowed by applicable law, and in the
event any excess amount is paid by Borrower or received by Lender, the excess
amount shall be credited as a payment of principal or returned to Borrower, at
the election of Borrower upon written notice to Lender. The foregoing shall be
Lender's sole obligation and Borrower's exclusive remedy in such an event.

[The remainder of this
page left intentionally blank.]


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IN WITNESS WHEREOF, the
duly authorized officer(s) of Borrower have executed this note and affixed its
seal hereto on the date first above written with the intention that this note
constitute an instrument under seal.

		
DISPLAY TECHNOLOGIES,
INC.,

a Nevada corporation

By:                                                                           

Name:      James C. Taylor                                       

Its:                                                                           

 

DON BELL INDUSTRIES,
INC.,

a Florida corporation

By:                                                                           

Name:      James C. Taylor                                       

Its:                                                                           

 

J. M. STEWART
CORPORATION,

a Florida corporation

By:                                                                          

Name:      James C. Taylor                                       

Its:                                                                          

 

 J. M.
STEWART
INDUSTRIES, INC.,

a Florida corporation

By:                                                                           

Name:      James C. Taylor                                       

Its:                                                                           

    


 

 


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VISION TRUST MARKETING,
INC.,

a Florida corporation

By:                                                                           

Name:      James C. Taylor                                       

Its:                                                                           

 

LOCKWOOD SIGN GROUP,
INC.

a Florida corporation

By:                                                                           

Name:      James C. Taylor                                       

Its:                                                                           



 

 

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