Promissory Note - Technology Solutions Co. and Kelly D. Conway
PROMISSORY NOTE
U.S. $1,200,000.00 November 12, 1998
FOR VALUE RECEIVED, the undersigned, KELLY D. CONWAY, of [Home
Address] ("Borrower"), hereby unconditionally promises to pay to the order of
TECHNOLOGY SOLUTIONS COMPANY, a Delaware Corporation ("Lender"), having its
principal office at 205 North Michigan Avenue, Chicago, Illinois 60601, in
lawful money of the United States of America and in immediately available funds,
the principal sum of ONE MILLION TWO HUNDRED THOUSAND DOLLARS AND NO CENTS
($1,200,000.00), together with interest on the principal and accrued interest
balance from time to time outstanding at the rate of FOUR AND FIFTY-ONE
HUNDREDTHS percent (4.51%) per annum from the date hereof until payment in full
on November 12, 2003 (the "Payment Date") in accordance with this Promissory
Note; provided, however, that:
(i) if Borrower has been employed by Lender, or any parent or
subsidiary company of Lender, from the date hereof through and including
November 12, 1999 (the "First Anniversary Date"), then the amount of three
hundred thousand dollars ($300,000.00) of outstanding principal indebtedness,
plus interest accrued on such amount, shall be discharged and forgiven by Lender
and shall no longer be due and, accordingly, Borrower shall have no further
obligation to Lender hereunder; and
(ii) if Borrower has been employed by Lender, or any parent or
subsidiary company of Lender, from the date hereof through and including the
twelfth day of each calendar month following the First Anniversary Date, then on
each such twelfth day of each calendar month following the First Anniversary
Date, up to November 12, 2000 (the "Second Anniversary Date"), the amount of
twenty five thousand dollars ($25,000.00) of outstanding principal indebtedness,
plus interest accrued on such amount, shall be discharged and forgiven by Lender
and shall no longer be due and, accordingly, Borrower shall have no further
obligation to Lender hereunder; and
(iii) if Borrower has been employed by Lender, or any parent or
subsidiary company of Lender, from the date hereof through and including the
twelfth day of each calendar month following the Second Anniversary Date, then
on each such twelfth day of each calendar month following the Second Anniversary
Date, up to November 12, 2001 (the "Third Anniversary Date"), the amount of
twenty thousand dollars ($20,000.00) of outstanding principal indebtedness, plus
interest accrued on such amount, shall be discharged and forgiven by Lender and
shall no longer be due and, accordingly, Borrower shall have no further
obligation to Lender hereunder; and
(iv) if Borrower has been employed by Lender, or any parent or
subsidiary company of Lender, from the date hereof through and including the
twelfth day of each calendar month following the Third Anniversary Date, then on
each such twelfth day of
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each calendar month following the Third Anniversary Date, up to November 12,
2002 (the "Fourth Anniversary Date"), the amount of twenty thousand dollars
($20,000.00) of outstanding principal indebtedness, plus interest accrued on
such amount, shall be discharged and forgiven by Lender and shall no longer be
due and, accordingly, Borrower shall have no further obligation to Lender
hereunder; and
(v) if Borrower has been employed by Lender, or any parent or
subsidiary company of Lender, from the date hereof through and including the
twelfth day of each calendar month following the Fourth Anniversary Date, then
on each such twelfth day of each calendar month following the Fourth Anniversary
Date, up to the Payment Date, the amount of ten thousand dollars ($10,000.00) of
outstanding principal indebtedness, plus interest accrued on such amount, shall
be discharged and forgiven by Lender and shall no longer be due and,
accordingly, Borrower shall have no further obligation to Lender hereunder.
(vi) if Borrower has been employed by Lender, or any parent or
subsidiary company of Lender, from the date hereof through and including the
Payment Date, then any and all amounts of remaining outstanding interest accrued
hereunder shall be discharged and forgiven by Lender and shall no longer be due
and, accordingly, Borrower shall have no further obligation to Lender hereunder.
Borrower, however, shall be responsible for income tax on the
principal plus interest, if and when they are recognized as income, which shall
be withheld by Lender from any amounts owed by Lender to Borrower, including
payroll.
Borrower reserves the right to prepay this Note, in whole or in
part, at any time without penalty. In the event of such prepayment, the amount
so prepaid will be applied to principal due and interest will be adjusted
accordingly.
All payments of principal and interest under this Note shall be
made by Borrower to Lender, at Lender's principal place of business as set forth
above, or at such other place as Lender may from time to time designate in
writing.
The occurrence or existence of one or more of the following events
shall constitute an event of default ("Default") under this Note: (i) the
failure of Borrower to pay when due any principal or interest due hereunder; or
(ii) (a) Borrower shall become generally unable to pay his debts as they become
due, or (b) Borrower shall make an assignment for the benefit of creditors, or
(c) Borrower shall call a meeting of creditors for the composition of debts, or
(d) a proceeding under any bankruptcy, reorganization, arrangement of debt,
insolvency, readjustment of debt or receivership law or statute is filed by or
against Borrower, or a custodian, receiver or agent is appointed or authorized
to take charge of any of Borrower's properties, or Borrower takes any action to
authorize any of the foregoing; or (iii) Borrower shall no longer remain, for
any reason, an employee of Lender, or a parent or subsidiary company of Lender,
or (v) there shall be entered against Borrower any judgment or judgments in an
aggregate amount in excess of
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$100,000, unless the amounts of such judgment or judgments are covered by
insurance and liability under such insurance has been admitted by the issuer
thereof.
In an event of Default, Lender may, by notice to Borrower, declare
all the indebtedness evidenced by this Note to be, and thereupon such
indebtedness shall become, immediately due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by Borrower; provided, however, that if the Default specified in clause
(ii) (d) in the paragraph two paragraphs above occurs, the indebtedness
evidenced by this Note shall automatically become due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by Borrower.
If payment hereunder becomes due and payable on a day which is not
a "Business Day" (as defined below), the due date thereof shall be extended to
the next succeeding Business Day, and interest shall be payable thereon during
such extension at the rate specified above. "Business Day" shall mean a day on
which banks in Chicago, Illinois are open for the transaction of banking
business. In no case or event whatsoever shall interest charged hereunder,
however such interest may be characterized or computed, exceed the highest rate
permissible under any law which a court of competent jurisdiction shall, in a
final determination, deem applicable hereto. In the event that such a court
determines that Lender has received interest hereunder in excess of the highest
rate applicable hereto, Lender shall (i) apply such excess to any unpaid
principal balance due and payable by Borrower hereunder to Lender; and (ii) if
the amount of such excess exceeds the unpaid principal and other liabilities due
and payable by Borrower hereunder, Lender shall remit such excess to Borrower.
Any notice hereunder shall be sufficiently given if in writing and
delivered in person or mailed by first class mail addressed as follows:
IF TO BORROWER:
Kelly D. Conway
[Home Address]
IF TO LENDER:
Technology Solutions Company
205 North Michigan Avenue, Suite 1500
Chicago, Illinois 60601
Attention: Senior Vice President and Chief Financial Officer
Borrower and Lender may each designate additional or different
addresses by notice to the other party as provided herein.
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Lender shall be under no obligation to marshal any assets in favor
of Borrower in payment of any or all of Borrower's liabilities hereunder. To the
extent that Borrower makes a payment or payments to Lender, and such payment or
payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to a trustee,
receiver or any other party under any bankruptcy law, provincial, state or
federal law, common law or equitable cause, then to the extent of such recovery,
the obligation or part hereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.
Any dispute between Lender and Borrower arising out of, connected
with, related to, or incidental to the relationship established between them in
connection with this Note, and whether arising in contract, tort, equity, or
otherwise, shall be resolved in accordance with the internal laws and not the
conflicts of law provisions of the State of Illinois.
Except as provided in the immediately succeeding paragraph, Lender
and Borrower each agree that all disputes between them arising out of, connected
with, related to, or incidental to the relationship established between them in
connection with this Note and whether arising in contract, tort, equity, or
otherwise, shall be resolved only by state or federal courts located in Cook
County, Illinois, but Lender and Borrower acknowledge that any appeals from
those courts may have to be heard by a court located outside of Cook County,
Illinois. Borrower waives any and all objections that he may have to the
location of the court considering the dispute.
Borrower agrees that Lender shall have the right to proceed
against Borrower or his property in a court in any location to enable Lender to
enforce a judgment or other court order entered in favor of Lender. Borrower
agrees that he will not assert any permissive counterclaims in any proceeding
brought by Lender to enforce a judgment or other court order in favor of Lender.
Borrower waives any objection that he may have to the location of the court in
which Lender has commenced a proceeding described in this paragraph.
Borrower waives personal service of any process upon him and
consents that all such service of process be made by registered mail directed to
Borrower at the address stated herein.
Borrower waives the posting of any bond otherwise required of
Lender to enforce any judgment or other court order entered in favor of Lender,
or to enforce this note by specific performance, temporary restraining order,
preliminary or permanent injunction.
Whenever possible, each provision of this Note shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Note shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such
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provision or the remaining provisions of this Note. Whenever in this Note
reference is made to Lender or Borrower, such reference shall be deemed to
include, as applicable, a reference to their respective successors and assigns,
and the provisions of this Note shall be binding upon and shall inure to the
benefit of said successors and assigns. Borrower's successors and assigns shall
include, without limitation, a receiver, receiver and manager, trustee or
debtor-in-possession of or for Borrower.
By: /s/ KELLY D. CONWAY
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Kelly D. Conway
Borrower
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