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EXHIBIT 10.3
REPLACEMENT PROMISSORY NOTE
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(Revolving Loan)
$10,500,000 Cleveland, Ohio
March 31, 1997
FOR VALUE RECEIVED, INTERNATIONAL TOTAL SERVICES, INC., a corporation
organized under the laws of the State of Ohio (hereinafter referred to as the
"Company"), promises to pay to the order of BANK ONE, CLEVELAND, NA (hereinafter
referred to as the "Bank"), the principal amount of Ten Million Five Hundred
Thousand Dollars ($10,500,000), or such lesser amount as shall have from time to
time been borrowed by the Company, on April 1, 1999, or sooner as hereinafter
provided, with interest on the unpaid balance of said principal amount from the
date hereof at the Contract Rate, as defined in the Agreement hereinafter
referred to, which definition is hereby accepted by the Company, as the same may
from time to time be established. If any installment of principal, interest or
other amounts due and payable hereunder are not paid when due, or within any
applicable grace periods, the Company shall pay interest thereon at the rate per
annum of six percent (6.0%) in excess of the Contract Rate, as the same may from
time to time be established.
The Company agrees to pay interest on the unpaid principal amount
outstanding of this Note in monthly installments, commencing on the 1st day of
May, 1997 and continuing on the 1st day of each month thereafter. The unpaid
balance of the principal amount outstanding and all accrued interest thereon
shall be due and payable on April 1, 1999.
Payments of both principal of and interest on this Note shall be made
in lawful money of the United States of America, at 000 Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxx 00000, or at such other place as the Bank or any subsequent
holder hereof shall have designated to the Company in writing. Interest payable
on this Note shall be computed on a three hundred sixty (360) day per year basis
counting the actual number of days elapsed.
This Note, in part, evidences, but does not extinguish or satisfy, a
pre-existing indebtedness of the Company to the Bank and NBD Bank heretofore
evidenced by a $2,600,000 Third Amended and Restated Replacement Revolving
Demand Promissory Note dated November 5, 1996 to XXX Bank and a $3,900,000 Third
Amended and Restated Replacement Domestic Revolving Demand Promissory Note dated
November 5,1996 to the Bank and is issued pursuant to and is entitled to the
benefits of a Third Amended and Restated Consolidated Replacement Credit
Facility and Security Agreement dated as of March 31, 1997, by and between the
Company and the Bank (the "Agreement"), to which Agreement reference is hereby
made for a statement of the rights and obligations of the Bank and the duties
and obligations of the Company in relation thereto; but neither this reference
to said Agreement nor any provisions thereof shall affect or impair the absolute
and
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unconditional obligation of the Company to pay the principal of or interest on
this Note when due.
The Company may prepay all or any portion of this Note at any time or
times and in any amount only as provided in the Agreement.
In case an Event of Default, as defined in said Agreement, shall occur
and be continuing beyond any applicable grace period, the principal of this Note
may be declared immediately due and payable at the option of the Bank.
The Company hereby authorizes any attorney-at-law to appear in any
court of record in the State of Ohio, or in any other state or territory of the
United States, at any time or times after the above sum becomes due, and waive
the issuance and service of process and confess judgment against it, in favor of
any holder of this Note, for the amount then appearing due, together with the
costs of suit, and thereupon to release all errors and waive all rights of
appeal and stay of execution. The foregoing warrant of attorney shall survive
any judgment, it being understood that should any judgment be vacated for any
reason, the foregoing warrant of attorney nevertheless may thereafter be used
for obtaining an additional judgment or judgments.
No delay on the part of any holder hereof in exercising any power or
rights hereunder shall operate as a waiver of any power or rights. Any demand or
notice hereunder to the Company may be made by delivering the same to the
address last known to the Bank, or by mailing the same to such address, with the
same effect as if delivered to the Company in person. This Note is executed at
Cleveland, Cuyahoga County, Ohio.
"WARNING, BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND
COURT TRIAL. IF YOU DO NOT PAY ON TIME. A COURT JUDGMENT MAY BE TAKEN AGAINST
YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO
COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR
WHETHER FOR RETURNED GOODS. FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT OR ANY OTHER CAUSE."
INTERNATIONAL TOTAL SERVICES, INC.
By ____________________________________
Name: _________________________________
Its: __________________________________
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