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EXHIBIT 10.1(b)(i)
REDEMPTION NOTE
$89,100,000 NEW YORK, NEW YORK
July 25, 1994
FOR VALUE RECEIVED, the undersigned ("Maker") promises to pay to the
order of ITEL RAIL HOLDINGS CORPORATION, a Delaware corporation ("Payee") at
its place of payment listed in Section 13 below, on or before December 1, 1998,
the sum of EIGHTY-NINE MILLION AND ONE HUNDRED THOUSAND DOLLARS
($89,100,000.00) plus interest thereon on the unpaid principal amount hereof
from time to time outstanding from July 1, 1994 until maturity (provided, that
for purposes of calculating the interest due hereunder the full amount of
$89,100,000 shall be deemed outstanding for the period of time, if any, from
July 1, 1994 until the date hereof, even if no amount has then been advanced
hereunder), at the Interest Rate (as defined below) from time to time in effect
in accordance with the terms hereof. This Redemption Note is a purchase money
note and is executed and delivered pursuant to that certain Purchase Agreement
dated as of June 23, 1994 by and among SCAP Associates L.L.C., Payee and Itel
Corporation, a Delaware corporation (the "Purchase Agreement") as a portion of
the redemption price payable by Maker in respect of certain shares in Maker
held by Payee, all as provided in the Purchase Agreement. Certain capitalized
terms used and not defined herein shall have the meanings ascribed to such
terms in the Purchase Agreement. In consideration of the extension of credit
evidenced by this Redemption Note and of the transaction contemplated by the
Purchase Agreement, Maker hereby agrees as follows:
1. Interest Rate. Subject to the provisions of Section 2 below, the
principal amount outstanding (or deemed outstanding) from time to time under
this Redemption Note shall bear interest at a rate (the "Interest Rate")
calculated as follows:
(a) From July 1, 1994 to and including July 1, 1995, the Interest
Rate shall be a rate per annum equal to the rate from time to time announced by
Continental Bank, N.A. or its successor (the "Bank") as its "prime rate" (the
"Prime Rate").
(b) From and after July 2, 1995, the Interest Rate at any time shall
be a rate equal to the greater of (i) a rate per annum equal to the Prime Rate
in effect at such time, plus one and one- half (1-1/2%) and (ii) the rate per
annum in effect at such time (whether as a result of default or otherwise) with
respect to the Bank Loan (as defined below).
(c) As used in this Redemption Note, the "Bank Loan" shall mean the
loan, in the original principal amount of $24,400,000, made by the Bank to
Maker on the date hereof, or any refinancing
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or replacement thereof which satisfies all of the following conditions:
(i) such loan is made by a reputable bank, insurance company or other
institutional lender, (ii) the principal amount of such loan does not exceed an
amount equal to the sum of $24,400,000, plus any accrued and unpaid interest on
the Bank Loan that has been added to principal in accordance with the terms
thereof, less any payments of principal made with respect to the Bank Loan, and
(iii) the maximum rate of interest payable on such loan prior to default does
not exceed the Prime Rate plus 2%.
2. Default Rate. Notwithstanding Section 1 above, after the
occurrence and during the continuance of an Event of Default hereunder, the
principal amount outstanding from time to time under this Redemption Note shall
bear interest at a rate (the "Default Rate equal to the greater of (i) two
percent (2%) per annum in excess of the Interest Rate that would otherwise be
applicable pursuant to Section 1(a) or Section 1(b)(i) hereof, and (ii) the
rate applicable under Section 1(b)(ii) hereof.
3. Certain Calculations; Limitation. The Interest Rate and the
Default Rate hereunder shall change when and as the Prime Rate changes, and
shall be computed, for the exact number of days elapsed, on the basis of a year
of 360 days. Notwithstanding any other provision of this Redemption Note, in
no event shall the Interest Rate or Default Rate hereunder exceed the maximum
rate of interest permitted under applicable law.
4. Payments of Interest; Maturity. Interest hereon shall be payable
semiannually for the first year on December 31, 1994 and June 30, 1995 and
monthly thereafter on the first day of each month (an "Interest Payment Date");
provided, that any unpaid interest may at Maker's election be added to
principal on such Interest Payment Date and shall thereafter bear interest at
the rates set forth above. All unpaid principal and accrued interest shall be
payable in full on December 1, 1998.
5. Security. This Redemption Note is secured by (i) a SCAP Guaranty
II of even date herewith (the "Guaranty") made by SCAP Associates, L.L.C. for
the benefit of Payee and (ii) an SCHC Pledge and Security Agreement II, of even
date herewith, made by Maker for the benefit of the Bank, as agent for Payee
and the Bank, (the "Security Agreement") and creating a first security interest
in certain beneficial interests in Railcar Trust No. 1992-1, a Delaware
business trust (the "Trust"), and the Guaranty is secured by a SCAP Pledge and
Security Agreement II of even date herewith (the "Pledge Agreement"). The
Guaranty, the Security Agreement and the Pledge Agreement are collectively
referred to herein as the "Collateral Documents".
6. Prepayment. After compliance by SCAP Associates, L.L.C. with its
obligations under Section 5.10 of the Purchase
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Agreement, Maker shall have the right from time to time upon 10 days
prior written notice to Payee to prepay this Redemption Note prior to the
expressed maturity hereof (together with all accrued and unpaid interest hereon
and all other amounts due hereunder), in whole but not in part, without premium
or penalty.
7. Representations and Warranties. Maker hereby represents and
warrants to Payee that:
(a) [Intentionally Omitted]
(b) This Redemption Note and each of the Collateral Documents to which
Maker is a party has been duly authorized, executed and delivered by Maker
and constitutes the valid and legally binding obligation of Maker,
enforceable in accordance with its terms. Each of the Collateral Documents
to which SCAP Associates, L.L.C. is a party has been duly authorized,
executed and delivered by SCAP Associates, L.L.C. and constitutes the valid
and legally binding obligation of SCAP Associates, L.L.C., enforceable in
accordance with its terms.
(c) The execution and delivery of this Redemption Note and the
Collateral Documents, and performance by Maker and SCAP Associates, L.L.C.
of their respective obligations hereunder and thereunder, will not violate
any provision of law.
(d) [Intentionally Omitted]
(e) Since the conveyance of shares in Maker to SCAP Associates L.L.C.
pursuant to the Purchase Agreement, Maker has not acquired any assets other
than cash and cash equivalents, the Trust Interests, and the assets
acquired pursuant to Section 5.9 of the Purchase Agreement and has not
incurred any liabilities, contingent or otherwise, which are not
Indemnified Liabilities within the meaning of the Purchase Agreement, other
than Liabilities under the Transaction Documents, this Redemption Note, the
Bank Loan, the guaranty by Maker of the Note of $80,400,000 issued by SCAP
Associates, L.L.C., to Payee (the "SCAP Note"), the guaranty by Maker of
the loan, in the original principal amount of $11,900,000 made by the Bank
to SCAP Associates, L.L.C. (together with the Bank Loan, the "Acquisition
Loan"), and accrued expenses to be paid from the Bank Loan.
(f) Since the conveyance of shares in Maker to SCAP Associates L.L.C.
pursuant to the Purchase Agreement, there has not occurred any default by
Maker under, or any violation by Maker of, any term of, any agreement,
ordinance, resolution, decree, bond, note, indenture, order
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or judgment (including, without limitation, the documents and
agreements executed or delivered in connection with the Acquisition Loan)
to which Maker is a party or by which it is bound, or by which any of the
properties or assets owned by or used in the conduct of its business is
affected, except that certain acknowledgements and consents in connection
with the transfer of assets to Maker as provided by Section 5.9 of the
Purchase Agreement have been applied for but have not yet been received.
(g) Maker is not a party to or bound by, nor are any of the properties
or assets owned by it or used in the conduct of its business affected by,
any agreement, ordinance, resolution, decree, bond, note, indenture, order
or judgment executed since the conveyance of shares in Maker to SCAP
Associates L.L.C. pursuant to the Purchase Agreement, or subject to any
charter or other corporate restriction arising since the conveyance of
shares in Maker to SCAP Associates L.L.C. pursuant to the Purchase
Agreement, which in either case materially and adversely affects its
business assets or condition, financial or otherwise.
8. Financial Statements. Maker shall deliver to Payee:
(a) Annually, as soon as available, but in any event within 60 days
after the last day of each of its fiscal years, consolidated and
consolidating balance sheets of Maker and its Subsidiaries, as at such last
day of the fiscal year, and consolidated and consolidating statements of
income and retained earnings and changes in financial position, for such
fiscal year, each prepared in accordance with generally accepted accounting
principles consistently applied, in reasonable detail, such consolidated
statements to be certified without qualification by a firm of independent
certified public accountants satisfactory to Payee.
(b) As soon as available, but in any event within 30 days after the
end of each of Maker's first three fiscal quarterly periods, the
consolidated and consolidating balance sheets of Maker and its Subsidiaries
as of the last day of such quarter, and consolidated and consolidating
statements of income and retained earnings and changes in financial
position, for such quarter, all in reasonable detail, each such statement
to be certified by the chief financial, or accounting, officer of Maker as
having been prepared in accordance with generally accepted accounting
principles consistently applied (subject to year-end audit adjustments).
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(c) Promptly after a written request therefor, such other financial
data or information as Payee may reasonably request from time to time.
(d) At the same time as it delivers the financial statements required
under the provisions of Sections 8(a) and 8(b), a certificate signed by the
president and the chief financial, or chief accounting, officer of Maker,
to the effect that no Event of Default hereunder or under any other
agreement to which Maker or any Subsidiary is a party or by which it is
bound, or by which any of its properties or assets may be affected, and no
event which, with the giving of notice or the lapse of time, or both, would
constitute such an Event of Default, has occurred and specifying in
reasonable detail the exceptions, if any, to such statement.
As used herein, the term "Subsidiary" or "Subsidiaries" means and
includes (1) the Trust and (2) the partnership in which the Trust has an
interest (the "Partnership").
9. Affirmative Covenants. Maker will, and will cause each Subsidiary
to:
(a) maintain adequate insurance;
(b) duly pay and discharge all taxes or other claims which might
become a lien upon any of its property except to the extent that such items
are being contested in good faith and reserves satisfactory to Payee have
been established with respect thereto;
(c) maintain, preserve and keep its properties in good repair, working
order and condition, and make all reasonable repairs, replacements,
additions, betterments and improvements thereto;
(d) comply with all statutes, rules and regulations and maintain its
corporate existence, and perform its obligations under and comply with the
terms and conditions of the Transaction Documents;
(e) pay all stamp or issuance taxes, and all recording and filing fees
and other charges, if any, payable by reason of the execution, delivery,
issuance recording or filing of this Note and the Collateral Documents
under any applicable ordinance or statute now existing or hereafter
enacted, and Maker will at all times indemnify and hold harmless Payee
against any liability in respect thereof;
(f) permit Payee to make or cause to be made, at Maker's expense,
inspections and audits of any books,
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records and papers of Maker and to make extracts therefrom at all such
reasonable times and as often as Payee may reasonably require;
(g) apply all distribution received from the Trust, and all other
amounts, of any kind or nature, received (directly or indirectly) with
respect to the Trust Interests, first to pay this Redemption Note and the
Bank Loan, and second to pay the SCAP Note and the balance of the
Acquisition Loan, with such payments to be applied in each case pro rata
(in accordance with the respective aggregate principal and interest then
outstanding to Payee, on the one hand, and the Bank, on the other hand
under this Redemption Note, the SCAP Note and the Acquisition Loan); and
(h) cause all amounts received by the Trust and permitted under the
Transaction Documents to be distributed to the beneficiaries thereof to be
promptly so distributed and applied as provided in Section 9(g) above.
10. Negative Covenants. Except with the consent in writing of Payee,
Maker will not, and will not permit any Subsidiary to:
(a) incur, or permit to exist, any indebtedness for borrowed money,
other than (i) as specified in Section 7(e), (ii) the liabilities arising
under the Transaction Documents and (iii) with respect to Maker,
indebtedness existing at the time of the transfer of shares in Maker to
SCAP Associates L.L.C. pursuant to the Purchase Agreement;
(b) create, assume, or permit to exist, any mortgage, pledge, lien
or encumbrance of or upon, or security interest in, any of its property or
assets now owned or hereafter acquired except (i) the liens created by the
Collateral Documents; (ii) the liens created by the Transaction Documents;
(iii) liens for taxes or other governmental charges which are not
delinquent or which are being contested in good faith and for which a
reserve satisfactory to Payee shall have been established; (iv) liens (if
any) existing at the time of the conveyance of shares in Maker to SCAP
Associates L.L.C. pursuant to the Purchase Agreement; and (v) liens
encumbering property acquired by Maker on or after the date hereof at the
time such property is acquired, but only so long as (A) recourse with
respect to such indebtedness is limited to the property securing such
indebtedness and Maker has no personal liability in respect of such
indebtedness and (B) such liens encumber only the property that is subject
thereto at the time such property is acquired by Maker, and do not encumber
any other property of Maker;
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(c) enter into any merger or consolidation or sell or lease or
otherwise dispose of any of its assets to a related or unrelated party;
(d) lend or advance money, credit or property to or invest in (by
capital contribution, loan, purchase or otherwise) any firm, corporation,
or other person except investments in United States Government obligations
and certificates of deposits of any banking institution with combined
capital and surplus of at least $500,000,000;
(e) assume, endorse, be or become liable for or guarantee the
obligations of any person, except (i) by the endorsement of negotiable
instruments for deposit or collection in the ordinary course of business,
(ii) as specified in Section 7(e), and (iii) with respect to the
Transaction Documents, as contemplated by the Purchase Agreement;
(f) declare or pay any dividends on, or make any distribution with
respect to (upon liquidation or otherwise) its capital stock, or purchase,
redeem, retire or otherwise acquire any of its capital stock at any time
outstanding, except that the foregoing shall not limit (1) any
distributions by the Trust made pro rata to its beneficiaries, provided
that the entire amount of any such distributions shall be applied to pay
amounts due under this Redemption Note, the SCAP Note and the Acquisition
Loan in accordance with Section 9(g) above, or (2) the redemption of shares
of Maker from Payee as contemplated by the Purchase Agreement;
(g) enter into any agreement or take any action (or cause or permit
the Trust to enter into any agreement or take any action) which has the
effect of amending, modifying, supplementing, waiving or otherwise
affecting any of the Transaction Documents; provided, however, Maker may
agree with the Bank that it will consent to the transfer of the Acquired
Trust Interests and will exercise its rights under the Trust in a manner
which will require the consent of the holder of the Acquired Trust
Interests; or
(h) engage in any activity other than the holding and management of
the Shares, the Trust Interests, the Trust assets, the Partnership assets
and the assets acquired pursuant to Section 5.9 of the Purchase Agreement.
11. Events of Default. If any one or more of the following events
("Events of Default") shall occur, the entire unpaid balance of the principal
of and interest on this Redemption Note shall immediately become due and
payable upon written notice to that effect given to Maker by Payee, except that
in the case of
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the occurrence of any Event of Default described in paragraph (f) of
this Section 11, no such notice shall be required:
(a) Failure to make any payment of principal or interest due under
this Redemption Note or the Scap Note when due; or,
(b) Failure to observe any of the agreements of Maker contained in
Section 10 hereof, or failure of SCAP Associates L.L.C. to observe any of
its agreements contained in Section 10 of the SCAP Note; or,
(c) Failure by the Maker or SCAP Associates, L.L.C. to perform any
other term, condition or covenant of the Purchase Agreement, any of the
Collateral Documents, this Redemption Note, the SCAP Note or any other
agreement, instrument or document delivered pursuant hereto or thereto or
in connection herewith or therewith which shall remain unremedied for a
period of 30 days after notice thereof shall have been given by Payee to
Maker; or,
(d) All or any portion of the Acquisition Loan shall not be paid when
due and payable, upon maturity, by acceleration or otherwise, or the holder
of the Acquisition Loan or any of its agents shall have taken any action
(judicial or otherwise) to commence enforcement, foreclosure, sale or other
proceedings or to exercise any other right or remedy with respect to any
collateral securing the Acquisition Loan; provided, however, during the
first year of this Redemption Note, maturity alone of the Acquisition Loan
without any declaration of default or acceleration or other action by the
Bank shall not be an Event of Default unless and until such condition
continues for a total of 180 days; or,
(e) Any representation or warranty of SCAP Associates L.L.C. or Maker
contained in the Purchase Agreement, any of the Collateral Documents, this
Redemption Note, the SCAP Note or in any certificate, statement or report
made in compliance with any of the foregoing, shall have been false in any
material respect when made; or,
(f) SCAP Associates L.L.C., Maker or any Subsidiary or any endorser or
guarantor hereof shall make an assignment for the benefit of creditors,
file a petition in bankruptcy, be adjudicated insolvent or bankrupt,
petition or apply to any tribunal for the appointment of a receiver of any
trustee for it or a substantial part of its assets, or shall commence any
proceeding under any bankruptcy, reorganization, arrangement, readjustment
of debt, dissolution, or liquidation law or statute of any jurisdiction,
whether now or hereafter in effect; or if
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there shall have been filed any such petition or application, or any
such proceeding shall have been commenced against it, which remains
undismissed for a period of thirty days or more, or SCAP Associates L.L.C.,
Maker or any Subsidiary or endorser or guarantor hereof by any act or
omission shall indicate its consent to approval of or acquiescence in any
such petition, application or proceeding or the appointment of a receiver
of or any trustee for it or any substantial part of any of its properties,
or shall suffer any such receivership or trusteeship to continue
undischarged for a period of thirty days or more; or
(g) Any judgment against SCAP Associates L.L.C., Maker or any
Subsidiary or any attachment, levy or execution against any of its
properties for any amount shall remain unpaid, unstayed on appeal,
undischarged, unbonded or undismissed for a period of thirty days or more
(other than any such matters involving an amount not in excess of $100,000
in the aggregate that relate solely to assets contributed to Maker pursuant
to Section 5.9 of the Purchase Agreement and for which neither Maker nor
SCAP Associates L.L.C. has any recourse liability); or,
(h) Any of the Collateral Documents, or any lien or security interest
granted under any thereof, shall (except in accordance with its terms), in
whole or in part, terminate, cease to be effective, or cease to be the
legally valid, binding and enforceable obligation of Maker or SCAP
Associates L.L.C.; or any lien or security interest created or required to
be created thereunder shall, in whole or in part, fail to be created and
maintained as a perfected first priority lien or security interest, subject
only to those exceptions (if any) expressly permitted by this Redemption
Note, the SCAP Note and the Collateral Documents; or the Guaranty shall be
accelerated pursuant to the terms thereof; or,
(i) without the prior written consent of Payee, SCAP Associates,
L.L.C., shall, or shall enter into any agreement to, sell, assign, convey,
pledge, hypothecate or otherwise transfer to a related or unrelated party
(except pursuant to (1) the Collateral Documents and the lien created by
SCAP Associates, L.C.C., in favor of the Bank and encumbering only the
Acquired Trust Interests and (2) agreements of sale or agreements to sell
pursuant to which all indebtedness under the Acquisition Loan, this Note
and the SCAP Note is to be paid in full) any of the collateral that is
subject to the lien of the Collateral Documents (including, without
limitation, any shares in Maker) or any of the Acquired Trust Interests, or
Maker shall, or shall enter into any agreement to, sell, assign, convey,
pledge, hypothecate or
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otherwise transfer any beneficial interest in the Trust to a related or
unrelated party; or,
(j) Maker shall, or shall enter into any agreement to, issue any
capital stock, or any option, warrant or other right to acquire capital
stock, or any instrument or agreement convertible into or exchangeable for
capital stock; other than any such issuance with respect to common stock if
after giving effect to all such issuances (and assuming all exercises,
conversions and exchanges by persons other than Payee, but assuming no such
exercise, exchange or conversion by Payee) the shares subject to the lien
of the Pledge Agreement shall constitute not less than and not more than
79% (both in terms of rights to dividends and distributions and rights to
vote, for the election of directors or otherwise) of the capital stock of
Maker.
12. Remedies.
(a) In the event of the occurrence of any Event of
Default, Payee may, but shall not be required to exercise any right or
remedy available to Payee under the Purchase Agreement, this Redemption
Note, any of the Collateral Documents or applicable law (including but not
limited to the rights and remedies of a secured party under the Uniform
Commercial Code), and without limiting the generality of the foregoing, may
exercise all rights and remedies of Payee under the Collateral Documents.
Amounts received by Payee may be applied by Payee to the payment of this
Redemption Note and of any other liabilities, claims or obligations of
Maker to Payee under or in connection with this Redemption Note, the
Collateral Documents or the Purchase Agreement, in such order as Payee may
elect. Each and every right and remedy hereby granted to Payee or allowed
to it by law, shall be cumulative and not exclusive the one of the other,
and may be exercised by Payee from time to time and as often as may be
necessary. Payee may assign and transfer this Redemption Note to any other
person, firm or corporation and may deliver and repledge the collateral
security or any party thereof to the assignee or transferee of this
Redemption Note, who shall thereupon become vested with all the powers and
rights above given to Payee in respect thereof, and Payee shall thereafter
be forever released and discharged of and from all responsibility or
liability to Maker for or on account of the collateral security so
delivered.
(b) In the event that this Redemption Note is placed in the hands of an
attorney for collection by reason of any default hereunder, Maker agrees to
pay all reasonable attorney's fees, costs and other charges in connection
herewith. Maker promises to pay all expenses of any nature
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as soon as incurred whether in or out of court and whether incurred
before or after this Redemption Note shall become due at its maturity date
or otherwise and costs which Payee may deem necessary or proper in
connection with the satisfaction of the indebtedness or the administration,
supervision, preservation, protection (including but not limited to
maintenance of adequate insurance) of or the realization upon the
collateral.
(c) Maker hereby waives presentment, demand for payment, protest,
notice of protest, notice of dishonor, and any or all other notices or
demands in connection with the delivery, acceptance, performance, default,
or enforcement of this Redemption Note, and consents to any and all delays,
extensions of time, renewals, releases of Maker and of any security,
waivers or modifications that may be granted or consented to by Payee with
regard to the time of payment or with respect to any other provisions of
this Redemption Note and agrees that no such action or failure to act on
the part of Payee shall in any way affect or impair the obligations of
Maker or be construed as a waiver by Payee of, or otherwise affect, its
right to avail itself of any remedy hereunder with the same force and
effect as if Maker had expressly consented to such action or inaction upon
the party of Payee.
13. Payments. All payments by Maker on account of principal or interest
shall be made in lawful money of the United States of America in
immediately available funds. If any payment of principal or interest
becomes due on a day on which the banks in Chicago, Illinois or New York,
New York, are required or permitted by law to remain closed, such payment
may be made on the next succeeding business day on which such banks are
open, and such extensions shall be included in computing interest in
connection with such payment. All payment shall be made to the following
account, or such other account as may from time to time be designated in
writing by Payee:
Name of Bank: PNC Bank, Delaware
Address: 300 Delaware Avenue, Wilmington DE 19801
ABA Number: 031100089
Name of Account: Itel Rail Holdings Corporation
Account Number: 5795135488
14. Miscellaneous.
(a) All agreements, representations and warranties made herein shall
survive the delivery of this Redemption Note. Maker waives trial by jury,
set-off and counterclaim of any nature or description in any litigation in
any court with respect to, in connection with, or arising out of, this
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Redemption Note or any instruments or document delivered pursuant
hereto or the validity, protection, interpretation, collection or
enforcement hereof.
(b) No modification or waiver of or with respect to any provision of
this Redemption Note, or consent to any departure by Maker from any of the
terms or conditions hereof, shall in any event be effective unless it shall
be in writing and signed by Payee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given. No notice to or demand on Maker in any case shall, of itself,
entitle it to any other or further notice or demand in similar or other
circumstances.
(c) Each and every right granted to Payee hereunder or under any other
document delivered hereunder or in connection herewith, or allowed it by
law or equity, shall be cumulative and may be exercised from time to time.
No failure on the part of Payee or the holder of this Redemption Note to
exercise, and no delay in exercising, any right shall operate as a waiver
thereof, nor shall any single or partial exercise of any right preclude any
other or future exercise thereof or the exercise of any other right.
15. Notices. All notices, requests and other communications pursuant to
this Redemption Note shall be in writing, either by letter (delivered
by hand or sent by certified mail, return receipt requested) or telegram,
addressed as follows:
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(a) if to Maker: Signal Capital Holdings Corporation
c/o SCAP Associates L.L.C.
885 Third Avenue
Suite 2400
New York, New York 10022
Attention: Douglas H. Wolf
Facsimile Number: (212) 826-5617
and
(b) if to Payee: Itel Rail Holdings Corporation
200 West Ninth Street Plaza
Wilmington, Delaware 19801
Facsimile Number: (302) 658-0468
with a copy to: Itel Corporation
Two North Riverside Plaza
Chicago, Illinois 60606
Attention: General Counsel
Facsimile Number: (312) 902-1512
Any notice, request or communication hereunder shall be deemed to have
been given when deposited in the mails, postage prepaid, or in the case of
telegraphic notice, when delivered to the telegraph company, addressed as
aforesaid. Any party may change the person or address to whom or which the
notices are to be given hereunder, but any such notice shall be effective only
when actually received by the party to whom it is addressed.
16. Governing Law; Severability. This Redemption Note and the rights
and obligations of the parties hereunder shall be construed and interpreted in
accordance with the laws of the State of New York. The provisions of this
Redemption Note are severable and if any clause or provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall affect only such clause or provision, or
part thereof, in such jurisdiction and shall not in any manner affect such
clause or provision in any other jurisdiction, or any other clause or provision
in this Redemption Note in any jurisdiction.
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IN WITNESS WHEREOF, the undersigned has executed and delivered this Note
in New York, New York on this ________ day of July, 1994.
SIGNAL CAPITAL HOLDINGS
CORPORATION
By ___________________________
(Title)