EXHIBIT 10.2
REVOLVING NOTE
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Chicago,
Illinois
February
6, 2009
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On
the Revolving Loan Maturity Date or on such earlier date as
required by the Loan Agreement (as defined below), FOR VALUE
RECEIVED, the undersigned (the “ Borrowers
”), jointly and severally, promise to pay to the order of The
PrivateBank and Trust Company (the “ Lender ”)
at Lender’s office at 120 South LaSalle Street,
Chicago, Illinois 60603, or such other place as Lender may
designate from time to time hereafter, the principal amount of Five
Million and 00/100 Dollars ($5,000,000.00) or, if less, the
aggregate unpaid principal amount of all Loans made by Lender under
the Revolving Loan pursuant to that certain Loan and Security
Agreement dated of even date herewith by and among Borrowers and
Lender (herein, as the same may be amended, modified or
supplemented, the “ Loan Agreement ”) as shown
on the Lender’s books and records. All capitalized terms used
herein without definition shall have the same meanings herein as
such terms are given in the Loan Agreement.
This
Note evidences those certain Loans under the Revolving Loan
Commitment made from time to time to Borrowers by Lender under the
Loan Agreement, and Borrowers hereby promise to pay interest at the
office described above on the Loans evidenced hereby at the rates
and at the times and in the manner specified therefor in the Loan
Agreement.
Repayments
of principal hereon shall be recorded by the Lender on the
Lender’s books and records. Borrowers agree that
in any action or proceeding instituted to collect or enforce
collection of this Note, the entries so recorded on a schedule to
this Note or recorded on the books and records of the Lender shall,
absent demonstrable error, be conclusive evidence of the amount of
the Loans made by Lender to Borrowers and the interest and payments
thereon.
This
Note is issued by Borrowers under the terms and provisions of the
Loan Agreement and is secured by, among other things, the
Collateral and the Loan Documents and this Note and the holder
hereof is entitled to all of the benefits and security provided for
thereby or referred to therein, to which reference is hereby made
for a statement thereof. This Note may be declared to
be, or be and become, due prior to its expressed maturity,
voluntary prepayments may be made hereon, and certain prepayments
are required to be made hereon, all in the events, on the terms and
with the effects provided in the Loan Agreement.
All of
Lender’s rights and remedies are cumulative and
non-exclusive. The acceptance by Lender of any partial
payment made hereunder after the time when any of the Obligations
hereunder become due and payable will not establish a custom, or
waive any rights of Lender to enforce prompt payment
thereof. Lender’s failure to require strict
performance by Borrowers of any provision of this Note shall not
waive, affect or diminish any right of Lender thereafter to demand
strict compliance and performance
therewith. An
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