EXHIBIT 4
PROMISSORY NOTE
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$15,000,000 New York, New York
December 3, 1996
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 fifteen
million dollars ($15,000,000), 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
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the terms of the Loan Agreement, together with interest on the unpaid
principal amount of this 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 Amended and
Restated Loan Agreement dated as of December 3, 1996 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 Repayment Date. Interest thereon shall accrue
on a daily basis at the rate specified in the Loan Agreement and shall
be capitalized on the Commitment Termination Date and thereafter on a
monthly basis. All accrued 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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Name:
Title:
NYFS09...:\73\73273\0003\1224\NOTN216R.24A
