Promissory Note - Technology Solutions Co. and Kelly D. Conway
PROMISSORY NOTE
U.S. $125,000.00 December 15, 1999
FOR VALUE RECEIVED, the undersigned, Kelly D. Conway, 950 Woodbine Place,
Lake Forest, Illinois 60045 ("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 HUNDRED TWENTY FIVE
THOUSAND DOLLARS AND NO CENTS ($125,000.00), together with interest on the
principal balance from time to time outstanding at the rate of five and
seventy-four one hundredths percent (5.74%) per annum from the date hereof
until payment in full thereof in accordance with the immediately succeeding
paragraph.
The principal indebtedness evidenced hereby, together with interest as
aforesaid, shall be payable on March 1, 2000 (the "Payment Date").
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. Payments received by Lender from Borrower on this Note shall be
applied first to the payment of interest which is due and payable and only
thereafter to the outstanding principal balance.
In addition to any permissive prepayments made hereunder, Borrower agrees
that the portion of Borrower's annual bonus for fiscal year 1999 that is
necessary to prepay the full outstanding balance of principal and interest due
hereunder will on February 29, 2000, the date on which Lender anticipates
paying bonuses to its employees, automatically be applied by Lender as a
mandatory prepayment hereunder without the necessity of further action by
Borrower. If the net after tax amount of Borrower's bonus for fiscal year 1999
is insufficient to prepay the full outstanding balance of principal and
interest due hereunder, then the remaining balance will be due and payable on
the Payment Date.
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
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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 (iv) there shall be
entered against Borrower any judgment or judgments in an aggregate amount in
excess of $25,000, 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 immediately preceding paragraph 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
950 Woodbine Place
Lake Forest, Illinois 60045
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IF TO LENDER:
Technology Solutions Company
205 North Michigan Avenue, Suite 1500
Chicago, Illinois 60601
Attention: 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.
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.
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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 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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