Exhibit 10.3
PROMISSORY
NOTE
(Line of
Credit-Prime)
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Chicago, Illinois
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Maturity Date:
September 25, 2011
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Dated: September 25, 2008
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FOR VALUE RECEIVED on or before the Maturity Date stated above (or
such earlier Maturity Date as may apply in accordance with the
provisions of the Loan Agreement referred to below), the
undersigned (hereinafter referred to as “Borrower”),
promises to pay to the order of The PrivateBank and Trust Company,
an Illinois banking corporation (hereinafter referred to as
“Lender”), at its offices located at 70 W. Madison
Street, Chicago, Illinois 60602, or at such other place as Lender
may designate in writing, the principal sum of Three Million and
00/100 Dollars ($3,000,000), or so much as has been advanced and
not repaid pursuant to the Loan Agreement and this Note, plus
interest as hereinafter provided, in lawful money of the United
States. This Note is entered into pursuant to the terms of the Loan
Agreement. Capitalized terms in this Note and not otherwise defined
herein shall have the meanings given to them in the Loan
Agreement.
The unpaid principal balance outstanding from
time to time under this Note shall bear interest at the Prime-based
Rate. Interest shall be calculated on the basis of a 360 day year
for the actual number of days elapsed. The Prime-based Rate shall
be adjusted on the effective date of each change in the Prime
Rate.
This Note shall be repaid by consecutive monthly
installments of interest, commencing on the third day of November,
2008 and continuing on the first Business Day of each month
thereafter. The unpaid principal balance and all accrued interest
thereon shall be due and payable in full on the Maturity Date (or
earlier upon acceleration). This is a Note under which amounts
repaid may be readvanced, pursuant to the terms of the Loan
Agreement and this Note.
If any payment of principal or interest
hereunder is not paid within ten (10) Business Days from the date
same is due, then, at the option of Lender, in addition to all
other sums due hereunder, the Borrower shall pay a late charge
equal to the greater of: (a) $250 or (b) one cent (1¢) per
dollar ($1.00) for each such payment that is delinquent ten (10)
Business Days or more.
The sums advanced hereunder shall be charged to
a loan account in Borrower’s name on Lender’s books
(the “Loan Account”), and Lender shall credit to such
account the amount of each repayment hereunder. Lender shall render
Borrower, from time to time or upon Borrower’s request, a
statement of account setting forth the Borrower’s loan
balance in said Loan Account which shall be presumed to be correct
and accepted by and binding upon Borrower, unless Lender receives a
written statement of exceptions within ten (10) Business Days after
such statement has been rendered to Borrower. Such statement of
account shall be prima facie evidence of the loan and advance owing
to Lender by Borrower hereunder.
Any payment made by mail will be deemed tendered
and received only upon actual receipt (time being of the essence),
at the address of Lender designated for such payment whether or not
Lender has authorized payment by mail or any other manner. Borrower
hereby expressly assumes all risk of loss or liability resulting
from non-delivery or delay in delivery of any payment transmitted
by mail or in any other manner.
No delay or failure of Lender in exercising any
right, remedy, power or privilege hereunder shall affect such
right, remedy, power or privilege, nor shall any single or partial
exercise thereof preclude the exercise of any other right, remedy,
power or privilege. No delay or failure of Lender at any time to
demand strict adherence to the terms of this Note shall be deemed
to constitute a course of conduct inconsistent with the
Lender’s right at any time, be
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