REVOLVING CREDIT NOTE
December ___, 2012
$6,000,000.00
Tarrytown, New York
FOR VALUE RECEIVED, IGXGLOBAL, CORP., a corporation organized under the laws of
the State of Delaware (“Borrower”), promises to pay to the order of KELTIC FINANCIAL
PARTNERS II, LP, a Delaware limited partnership (“Lender”), at 000 Xxxxx Xxxxxx Xxxx, Xxxxx 000,
Tarrytown, New York 10591 or at such other place as Lender may from time to time in writing designate,
the principal sum of each Advance made by Xxxxxx to Borrower under that certain Loan and Security
Agreement dated on or about the date hereof between Borrower and Lender (together with all Exhibits
and Schedules thereto, as the same may be subsequently amended, extended, restated or otherwise
modified, the “Loan Agreement”). The aggregate unpaid principal balance hereof shall not exceed at
any time the sum of SIX MILLION AND 00/100 DOLLARS ($6,000,000.00). Unless defined herein,
capitalized terms shall have the meanings given such terms in the Loan Agreement.
The entire unpaid principal balance of this Note, all accrued and unpaid interest thereon, all fees,
costs and expenses payable in connection with the Revolving Credit, and all other sums due hereunder
and under the Loan Documents in connection with the Revolving Credit, shall be due and payable in cash
IN FULL on the Revolving Credit Termination Date.
Borrower shall pay interest on the outstanding principal amount of this Note to Lender until all
Obligations with respect to this Note and the Revolving Credit have been finally and indefeasibly paid to
Lender in cash and performed in full. Interest shall accrue daily on the daily unpaid principal amount of
this Note, and Xxxxxxxx shall pay interest to Lender monthly in arrears commencing on the first Banking
Day of the calendar month immediately following the Effective Date and on the first Banking Day of
each calendar month thereafter. The principal balance of this Note shall bear interest at the rate set forth
in Section 3.1 of the Loan Agreement, unless otherwise provided for by the terms of the Loan Agreement.
All repayments or prepayments of principal, all payments of interest and all payments of fees,
costs and expenses payable in connection with the Revolving Credit shall be made by Borrower, or
credited to the account of Borrower by Xxxxxx, pursuant to the terms of the Loan Agreement. Borrower
may prepay the indebtedness evidenced by this Note in whole pursuant to, and subject to, the applicable
provisions of the Loan Agreement and Loan Documents.
This is the “Revolving Credit Note” referred to in the Loan Agreement and is entitled to the
benefit of all of the terms and conditions and the security of all of the security interests and liens granted
by Borrower or any other person to Lender pursuant to the Loan Agreement, all collateral security
agreements executed and/or delivered by Xxxxxxxx, and all of the other Loan Documents including,
without limitation, supplemental provisions regarding mandatory and/or optional prepayment rights and
premiums.
The entire unpaid Obligations and Indebtedness evidenced by this Note shall become
immediately due and payable, without further notice to or demand of Borrower upon the happening of
any Event of Default. After an Event of Default, Lender shall have all of the rights and remedies
available to Lender as set forth in the Loan Documents, including but not limited to those relating to the
enforcement of this Note and the and collection of the Obligations owing in connection with this Note and
the Revolving Credit.
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The agreements, covenants, Indebtedness, liabilities and Obligations of Borrower set forth in this
Note shall continue to be effective, or be reinstated, as the case may be, if at any time any payment in
respect of the Revolving Credit is rescinded or must otherwise be restored or returned by Lender by
reason of any bankruptcy, reorganization, arrangement, composition or similar proceeding or as a result
of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Xxxxxxxx
or any other Person, or any Property of Borrower or any other Person, or otherwise, all as though such
payment had not been made.
Whenever any payment to be made under this Note shall be stated to be due on a day other than a
Banking Day, such payment shall be made on the next succeeding Banking Day and such extension of
time shall be included in the computation of any interest then due and payable hereunder.
Borrower and all other parties who, at any time, may be liable hereon in any capacity waive
presentment, demand for payment, protest and notice of dishonor of this Note. This Note and any
provision hereof may not be waived, modified, amended or discharged orally, but only by an agreement
in writing which is signed by the holder and the party or parties against whom enforcement of any waiver,
change, modification, amendment or discharge is sought.
This Note shall be governed by and construed in accordance with the internal laws of the State of
New York, as the same may from time to time be in effect, without regard to principles of conflicts of
laws thereof. This Note shall be binding upon Borrower, its successors and assigns, and shall inure to the
benefit of Xxxxxx, its successors and assigns. Lender shall have the right, without the necessity of any
further consent of or other action by Xxxxxxxx, to sell, assign, securitize or grant participations in all or a
portion of Xxxxxx’s interest in this Note to other financial institutions of Xxxxxx’s choice and on such
terms as are acceptable to Lender in Xxxxxx’s sole discretion. Borrower shall not assign, exchange or
otherwise hypothecate any Obligations under this Note or any other rights, liabilities or obligations of
Borrower in connection with this Note, in whole or in part, without the prior written consent of the
Xxxxxx, and any attempted assignment, exchange or hypothecation without such written consent shall be
void and be of no effect.
IN WITNESS WHEREOF, the undersigned has executed this Note the day and year first above
written.
IGXGLOBAL, CORP.
By:_______________________________________
Name:
Title:
STATE OF
)
) SS.:
COUNTY OF
)
On the ___ day of __________ in the year ____________, before me, the undersigned, a
notary public in and for said state, personally appeared _________________________, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and
that by his/her signature on the instrument, the individual, or the person upon behalf of which the
individual acted, executed the instrument.
_______________________________________________
Notary Public
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