Promissory Note - Technology Solutions Co. and Christopher Danson
PROMISSORY NOTE
U.S. $100,000.00 February 23, 1998
FOR VALUE RECEIVED, the undersigned, Christopher Danson, 12320 Alameda
Trace Circle, Apartment 1502, Austin, Texas 78727 ("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
THOUSAND DOLLARS AND NO CENTS ($100,000.00), together with interest on the
principal balance from time to time outstanding at the rate of five and
sixty-nine one-hundredths percent (5.69%) per annum from the date hereof until
payment in full thereof in accordance with the terms hereof.
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, the Borrower
shall make mandatory payments as follows:
1. On each of July 30, 1998, July 30, 1999, and July 30, 2000, Borrower
shall pay to Lender one third (1/3) of the face amount of the principal
indebtedness evidenced hereby, plus interest as aforesaid.
2. In the event that Borrower, at any time during the term of this
Note, exercises any stock options held by Borrower pursuant to the Technology
Solutions Company 1992 Stock Incentive Plan, then Borrower shall promptly pay
to Lender, as a mandatory prepayment hereunder, one-half (1/2) of the amount of
the net after tax proceeds that Borrower receives as a result of the exercise
of such options.
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
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(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 (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:
Christopher Danson
12320 Alameda Trace Circle, No. 1502
Austin, Texas 78727
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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.
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/ Christopher J. Danson
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Christopher Danson
Borrower
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