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EXHIBIT 4.7
PROMISSORY NOTE
$100,000.00 Date: July 10, 1999
FOR VALUE RECEIVED, CHICAGO MAP CORPORATION, an Illinois corporation
"Borrower"), promises to pay to STANLEY P. PESKAITIS, an individual ("Lender"),
or order, the principal amount of ONE HUNDRED THOUSAND DOLLARS ($100,000.00)
with interest on the unpaid principal balance at one percent (1%) per month (the
"Loan").
This Promissory Note is the Note referred to as Exhibit A to the Interim Loan
Agreement of even date herewith entered into by Borrower and Lender. Pursuant to
the terms of the Interim Loan Agreement, Lender has made the Loan to Borrower as
follows:
1. Payment and Term. The Loan shall bear interest on the principal balance at
1% per month from and after the date thereof until payment in full. The
principal and interest, is due and payable as follows:
(a) The Note is due in full four (4) months from the date hereof,
unless extended by Lender pursuant to written notice thereof, or
such other agreement as may be entered into between Lender and
Borrower with respect thereto; and
(b) Borrower may, but is not obligated to, make periodic payments In
part or full payment of the Loan until due.
2. Application of Payments. Unless applicable law provides otherwise, all
payments received by Lender shall be applied by Lender first in payment of
interest payable and next to the principal.
3.1 Events of Default. Upon the occurrence and during the continuance of any
one or more events hereinafter enumerated, Lender may forthwith or at any
time thereafter during the continuance of any such event, by notice in
writing to Borrower, declare the unpaid balance of the principal and
interest shall become and shall be immediately due and payable without
presentation, demand, protest, notice of protest, or other notice of
dishonor, all of which are hereby expressly waived by Borrower, such events
being as follows:
(a) Default in the payment of the principal and interest of the Note or
any portion thereof when the same shall become due and payable,
whether at maturity as therein expressed, by acceleration, or
otherwise, unless cured within 10 days after notice thereof by the
holder of such Note to Borrower;
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(b) The creditors under any priority secured indebtedness of Borrower
shall declare the amounts due thereunder to be due and payable
following default;
(c) Default in the due observance or performance of any other covenant
or obligation contained in the Interim Loan Agreement, this Note or
the Acquisition Agreement unless observed or performed within 10
days after notice thereof to Borrower by lender; provided, if
compliance is not possible within 10 days, default shall occur upon
failure within 10 days to take steps that will produce compliance
as soon as is reasonably practicable;
(d) Representation or warranty herein or in the Acquisition Agreement
made by Borrower proves to have been untrue in any material
respects as of the date as of which the facts therein set forth
were stated or certified, and corrective measures, satisfactory to
Lender with respect as of the date as of which the facts therein
set forth were stated or certified, and corrective measures,
satisfactory to Lender with respect thereto shall not have been
taken within 10 days after notice thereof to Lender; provided, if
compliance is not possible within 10 days, default shall occur upon
failure within 10 days to take steps that will produce compliance
as is reasonably practicable;
(e) Borrower shall file a voluntary petition in bankruptcy or a
voluntary position seeking reorganization, or shall file an answer
admitting the jurisdiction of the court and any material
allegations of an involuntary petition filed pursuant to any act of
Congress relating to bankruptcy or to any act purporting to be
amendatory thereof, or shall be adjudicated bankrupt, or shall make
an assignment for the benefit of creditors, or shall apply for or
consent to the appointment of any receiver or trustee for Borrower,
or of all or any substantial portion of its property, or Borrower
shall make an assignment to an agent authorized to liquidate any
substantial part of its assets;
(f) An order shall be entered pursuant to any act of Congress relating
to bankruptcy or to an act purporting to be amendatory thereof
approving an involuntary petition seeking reorganization of
Borrower, or an order of any court shall be entered appointing any
receiver or trustee of or for Borrower, or any receive or trustee
of all or any substantial portion of the property of Borrower, or a
writ or warrant of attachment or any similar process shall be
issued by any court against all or any substantial portion of the
property of Borrower, and such order approving a petition seeking
reorganization or appointing a receiver or trustee is not vacated
or stayed, or such writ, warrant of attachment, or similar process
is not released or bonded within 60 days after its entry or levy,
or
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(g) The rendering against the Borrower of final judgment for the
payment of money in excess of $25,000 and failure of the Borrower
to appeal therefrom (or from the order, decree, or process pursuant
to which such judgment was granted, passed, entered, or affirmed)
and obtain a stay of execution thereof within the period prescribed
by law for appeal, or to have such judgment discharged and
satisfied within 60 days after the expiration of such period or of
the period of any such stay, whichever shall later occur,
3.2 Procedure on Default. Upon the occurrence of an event of default, and at
any time thereafter, Lender may elect to declare the entire Note
immediately due and payable.
(a) In the event of default in the payment of said Note when due or
declared due, Lender shall have all the rights and remedies of a
secured party and shall be entitled to avail itself of all such
other rights and remedies that may now or hereafter exist at law or
in equity for the collection of the Note and the enforcement of the
covenants herein and the foreclosure of the security interest
created hereby and resort to any remedy provided hereunder or
provided by the Illinois Uniform Commercial Code, or by any other
law of the state of Illinois, shall not prevent the concurrent or
subsequent employment of any other appropriate remedy or remedies;
and
(b) The requirement of reasonable notice to Borrower of the time and
place of any public sale of the security or of the time after which
any private sale, or any other intended disposition thereof is to
be made, shall be met if such notice is mailed, postage prepaid, to
Borrower at the address of such party designated below, at least 30
days before the date of any public or private sale or other
position is to be made.
3.3 Defaults Upon Prior Indebtedness. Upon the default by Borrower of any term,
covenant, or condition required to be performed by if on any priority
secured indebtedness or the receipt by Borrower from any such priority
secured creditor of notice of any default under such indebtedness, whether
or not repayment of the indebtedness is accelerated, Borrower shall
promptly advise Lender in writing of the nature and amount of default and
of the action, if any, threatened by such priority secured creditor.
Notwithstanding the Borrower's obligation to cure any and all such
defaults, Lender may, but shall not be obligated to do so, in the name,
place, and stead of Borrower and, in the case of such curative efforts by
Lender, succeed to all of the rights, remedies, and security of such
priority creditor.
4. Attorneys' Fees. If this Note is placed with an attorney for collection, or
is suit be instituted for collection, or is any other remedy permitted by
law is pursued by Lender, because of any default in the terms and
conditions herein, then in such event, the undersigned agrees to pay
reasonable attorneys' fees, costs, and other expenses incurred by Lender in
so doing.
5. Governing Law. This Master Note shall be governed by and construed and
enforced in accordance with the laws of the state of Illinois.
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6. Security Interest. Borrower shall execute a Security Agreement and an
Escrow Agreement wherein Borrower shall grant to Lender a security interest
in the Collateral as defined in the Interim Loan Agreement, sufficient to
secure the obligation created hereunder, which agreements shall be made a
part of the Interim Loan Agreement and this Note and incorporated herein by
this reference.
BORROWER:
CHICAGO MAP CORPORATION
an Illinois corporation
By:
/s/ John B. McLean
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Its Duly Authorized Representative