ALLONGE TO AMENDED AND RESTATED SENIOR SUBORDINATED PROMISSORY NOTE A
Exhibit 10.98
Execution Version
ALLONGE TO AMENDED AND RESTATED SENIOR
SUBORDINATED
PROMISSORY NOTE A
THIS ALLONGE TO AMENDED AND RESTATED SENIOR SUBORDINATED PROMISSORY NOTE A (this “Allonge”) is made and entered into as of the 30th day of March, 2009, by and between ISI Security Group, Inc., a Delaware corporation formerly known as ISI Detention Contracting Group, Inc. and d/b/a “Argyle Security USA” (successor-by-merger to ISI Security Group, Inc., an unrelated entity) (the “Borrower”), and XXXXXXX XXXXX MEZZANINE CAPITAL FUND III, L.P., a Delaware limited partnership (the “Holder”).
WHEREAS, the Borrower executed in favor of the Holder that certain Amended and Restated Senior Subordinated Promissory Note A, dated as of January 8, 2009, in the original principal amount of Five Million and No/100 Dollars ($5,000,000.00), a copy of which is attached as Annex 1 hereto and incorporated herein by this reference (“Note A”); and
WHEREAS, in order to amend the payment schedule under Note A, the parties have agreed to execute this Allonge.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the undersigned agree as follows:
1. The Holder hereby agrees to extend the payment dates due under Note A from March 31, 2009 to April 1, 2009 and June 30, 2009 to July 1, 2009, respectively.
2. It is understood and agreed that Exhibit A attached to this Allonge is substituted in place of Exhibit A to Note A.
3. Except as amended or revised by this Allonge, the terms of Note A remain in full force and effect as of the date hereof. In the event the terms of Note A should conflict with this Allonge, the terms of this Allonge shall control.
4. The Borrower hereby certifies, represents and warrants to the Holder that all certifications, representations and warranties made by the Borrower to the Holder in or in connection with this Allonge were true in all material respects as of the date of this Allonge and are true in all material respects on and as of the date hereof as if made on and as of the date hereof.
5. The obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Subordination Agreement, dated as of October 3, 2008, among, without limitation, the Holder, the Borrower, and the PrivateBank and Trust Company (the “Senior Lender”), to the obligations (including interest) owed by Borrower to the holders of all of the notes issued pursuant to that certain Loan and Security Agreement, dated as of October 3, 2008, by and between the Borrower and the Senior Lender, as amended by that certain First Amendment to Loan and Security Agreement dated as of January 8, 2009 (the “Loan and Security Agreement”), as such Loan and Security Agreement may hereafter be supplemented, modified, restated or amended from time to time; and each holder hereof, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.
6. This Allonge shall be governed by and construed in accordance with the laws of the State of Illinois.
7. A facsimile copy of this Allonge shall be deemed an original for all purposes.
[SIGNATURE PAGE FOLLOWS]
Signature Page to Allonge to
Amended and Restated Senior Subordinated Promissory Note A
IN WITNESS WHEREOF, the parties have caused this Allonge to Amended and Restated Senior Subordinated Promissory Note A has been duly executed by their authorized officers as of the date first written above.
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BORROWER: |
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ISI SECURITY GROUP, INC., a |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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Its: |
CFO |
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ACCEPTED AND
AGREED TO AS OF |
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By: |
Xxxxxxx
Xxxxx Mezzanine Capital |
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By: |
/s/ Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Its: |
Managing Director |
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ANNEX 1
[INTENTIONALLY OMITTED]
EXHIBIT A
EXHIBIT A TO AMENDED AND RESTATED SENIOR SUBORDINATED PROMISSORY NOTE A
XXXXXXX XXXXX MEZZANINE CAPITAL FUND III, L.P.
ISI Detention Contracting Group
$5,000,000 Senior Subordinated Promissory Note A
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Assumptions: |
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Note |
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5,000,000 |
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Current Interest Rate |
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11.580 |
% |
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Current Interest Rate - after 9/30/2010 |
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15.580 |
% |
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PIK Interest Rate |
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8.420 |
% |
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Days in Year Convention |
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360 |
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Closing Date |
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1/2/2008 |
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Maturity Date |
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extended until 1/31/2011 |
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Beginning Principal |
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Current Interest |
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Deferred |
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Total Interest |
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Current Interest |
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Ending Principal |
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Date |
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Days |
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Amount |
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Due |
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Interest |
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For Period |
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Paid |
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Amount |
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1/2/2008 |
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5,000,000.00 |
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3/31/2008 |
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90 |
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5,000,000.00 |
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144,750.00 |
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105,250.00 |
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250,000.00 |
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(144,750.00 |
) |
5,105,250.00 |
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6/30/2008 |
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91 |
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5,105,250.00 |
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149,439.18 |
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108,659.57 |
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258,098.75 |
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(149,439.18 |
) |
5,213,909.57 |
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9/30/2008 |
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92 |
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5,213,909.57 |
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154,296.96 |
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112,191.75 |
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266,488.71 |
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(154,296.96 |
) |
5,326,101.32 |
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12/31/2008 |
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92 |
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5,326,101.32 |
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157,617.09 |
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114,605.86 |
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272,222.96 |
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(157,617.09 |
) |
5,440,707.19 |
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4/1/2009 |
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91 |
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5,440,707.19 |
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159,258.57 |
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115,799.41 |
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275,057.97 |
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(159,258.57 |
) |
5,556,506.59 |
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7/1/2009 |
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91 |
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5,556,506.59 |
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162,648.21 |
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118,264.07 |
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280,912.28 |
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(162,648.21 |
) |
5,674,770.66 |
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9/30/2009 |
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91 |
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5,674,770.66 |
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166,110.00 |
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120,781.19 |
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286,891.18 |
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(166,110.00 |
) |
5,795,551.85 |
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12/31/2009 |
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92 |
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5,795,551.85 |
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171,509.70 |
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124,707.40 |
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296,217.09 |
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(171,509.70 |
) |
5,920,259.25 |
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3/31/2010 |
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90 |
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5,920,259.25 |
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171,391.51 |
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124,621.46 |
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296,012.96 |
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(171,391.51 |
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6,044,880.70 |
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6/30/2010 |
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91 |
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6,044,880.70 |
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176,943.73 |
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128,658.57 |
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305,602.30 |
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(176,943.73 |
) |
6,173,539.27 |
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9/30/2010 |
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92 |
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6,173,539.27 |
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182,695.61 |
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132,840.85 |
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315,536.45 |
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(182,695.61 |
) |
6,306,380.12 |
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12/31/2010 |
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92 |
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6,306,380.12 |
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251,092.03 |
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135,699.29 |
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386,791.31 |
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(251,092.03 |
) |
6,442,079.41 |
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1/31/2011 |
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30 |
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6,442,079.41 |
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83,639.66 |
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45,201.92 |
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128,841.59 |
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(83,639.66 |
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6,487,281.33 |
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Schedule assumes that Note will be not be repaid until maturity at 1/31/2011 and reflects stepped-up current interest rate.
EXHIBIT A TO AMENDED AND RESTATED SENIOR SUBORDINATED PROMISSORY NOTE A
XXXXXXX XXXXX MEZZANINE CAPITAL FUND III, L.P.
ISI Detention Contracting Group
$5,000,000 Senior Subordinated Promissory Note A
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Assumptions: |
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Note |
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5,000,000 |
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Current Interest Rate |
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11.580 |
% |
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PIK Interest Rate |
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8.420 |
% |
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Days in Year Convention |
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360 |
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Closing Date |
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1/2/2008 |
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Maturity Date |
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extended until 1/31/2011 |
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Beginning Principal |
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Current Interest |
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Deferred |
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Total Interest |
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Current Interest |
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Ending Principal |
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Date |
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Days |
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Amount |
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Due |
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Interest |
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For Period |
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Paid |
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Amount |
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1/2/2008 |
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5,000,000.00 |
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3/31/2008 |
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90 |
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5,000,000.00 |
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144,750.00 |
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105,250.00 |
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250,000.00 |
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(144,750.00 |
) |
5,105,250.00 |
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6/30/2008 |
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91 |
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5,105,250.00 |
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149,439.18 |
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108,659.57 |
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258,098.75 |
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(149,439.18 |
) |
5,213,909.57 |
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9/30/2008 |
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92 |
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5,213,909.57 |
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154,296.96 |
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112,191.75 |
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266,488.71 |
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(154,296.96 |
) |
5,326,101.32 |
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12/31/2008 |
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92 |
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5,326,101.32 |
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157,617.09 |
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114,605.86 |
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272,222.96 |
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(157,617.09 |
) |
5,440,707.19 |
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4/1/2009 |
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91 |
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5,440,707.19 |
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159,258.57 |
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115,799.41 |
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275,057.97 |
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(159,258.57 |
) |
5,556,506.59 |
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7/1/2009 |
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91 |
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5,556,506.59 |
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162,648.21 |
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118,264.07 |
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280,912.28 |
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(162,648.21 |
) |
5,674,770.66 |
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9/30/2009 |
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91 |
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5,674,770.66 |
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166,110.00 |
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120,781.19 |
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286,891.18 |
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(166,110.00 |
) |
5,795,551.85 |
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12/31/2009 |
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92 |
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5,795,551.85 |
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171,509.70 |
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124,707.40 |
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296,217.09 |
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(171,509.70 |
) |
5,920,259.25 |
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3/31/2010 |
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90 |
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5,920,259.25 |
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171,391.51 |
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124,621.46 |
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296,012.96 |
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(171,391.51 |
) |
6,044,880.70 |
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6/30/2010 |
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91 |
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6,044,880.70 |
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176,943.73 |
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128,658.57 |
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305,602.30 |
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(176,943.73 |
) |
6,173,539.27 |
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9/30/2010 |
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92 |
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6,173,539.27 |
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182,695.61 |
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132,840.85 |
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315,536.45 |
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(182,695.61 |
) |
6,306,380.12 |
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Schedule assumes that Note will be repaid on September 30, 2010 together with current and PIK interest.
