EXHIBIT 4
PROMISSORY NOTE
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$29,500,000 New York, New York
December 29, 1997
FOR VALUE RECEIVED, the undersigned, INTEK DIVERSIFIED
CORPORATION, a Delaware corporation (hereinafter referred to as "Borrower"),
hereby PROMISES TO PAY to the order of SECURICOR COMMUNICATIONS LIMITED, a
corporation formed under the laws of England and Wales ("Lender"), at 00
Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxx, XX0 0XX, or at such other place as the holder
of this Note may designate from time to time in writing, in lawful money of the
United States of America and in immediately available funds, the amount of
twenty nine million five hundred thousand dollars ($29,500,000), or such lesser
principal amount of outstanding Advances under the Loan Agreement (as
hereinafter defined) PLUS the unpaid amount of any capitalized interest arising
pursuant to the terms of the Loan Agreement, together with interest on the
unpaid principal amount of the Note (including capitalized interest) outstanding
from time to time from the date hereof at the rate or rates provided in the Loan
Agreement.
This Note is issued pursuant to that certain Second Amended
and Restated Loan Agreement dated as of December 29, 1997 between Borrower and
Lender (the "Loan Agreement"), to which reference is hereby made for a statement
of all of the terms and conditions under which the Advances evidenced hereby are
made. All capitalized terms, unless otherwise defined herein, shall have the
meanings ascribed to them in the Loan Agreement.
The principal amount of the indebtedness evidenced hereby
shall be payable on the dates and in the amounts set forth in the Loan
Agreement. Interest thereon shall accrue on a daily basis at the rate specified
in the Loan Agreement and shall be capitalized annually on December 28th of each
year commencing December, 1998 and will be paid in the manner set forth in the
Loan Agreement. All accrued and unpaid interest (whether or not capitalized)
shall be due and payable on the Repayment Date.
If any payment on this Note becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall continue to accrue at the then applicable rate during such
extension.
The rights of Lender under this Note are subordinate and
junior to the rights of the holders of Senior Debt, as defined in, and to the
extent set forth in, Article 10 of the Loan Agreement. This Note is subject to
the provisions of such Article 10, and any payment pursuant hereto shall be made
in accordance with the provisions thereof.
Upon and after the occurrence of an Event of Default, this
Note may, as provided in the Loan Agreement, and without demand, notice or legal
process of any kind, be declared or may automatically become, and immediately
shall become, due and payable.
Demand, presentment, protest and notice of nonpayment and
protest are hereby waived by Borrower.
THIS NOTE HAS BEEN EXECUTED, DELIVERED AND ACCEPTED AT NEW
YORK, NEW YORK AND SHALL BE INTERPRETED, GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
INTEK DIVERSIFIED CORPORATION
By: _______________________________
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