Execution Copy

January 8, 2009

$5,000,000.00

1.

Payment of Interest.

 

(a)

Current Interest.  Except as otherwise expressly provided herein or as specifically provided in the Note Purchase Agreement, the Principal Balance of this Note A shall bear interest (computed on the basis of actual days elapsed in a 360-day year) at the rate of (i) eleven and fifty-eight hundredths percent (11.58%) per annum from the date hereof through and including September 30, 2010 and (ii) fifteen and fifty-eight hundredths percent (15.58%) per annum from October 1, 2010 and at all times thereafter (“Current Interest”).  In addition, default interest shall accrue on the unpaid Principal Balance of this Note A at the rate of two percent (2%) per annum after the occurrence and during the continuance of an Event of Default.  Current Interest accruing on the Principal Balance of this Note A shall be payable quarterly in arrears beginning on March 31, 2009 in accordance with the payment schedule on Exhibit A attached hereto and made a part hereof (assuming for purposes of Exhibit A that no portion of the Principal Balance of this Note A is prepaid and that this Note A is not accelerated prior to the Maturity Date).  In addition, all accrued and unpaid Current Interest on this Note A (together with any accrued and unpaid default interest) shall be paid upon the payment in full of the entire outstanding Principal Balance of this Note A (whether on the Maturity Date or as a result of the acceleration of the maturity thereof), or if a prepayment of this Note A is made, on the Principal Balance prepaid, and, if payment in full is not paid when due, thereafter on demand.  Unless prohibited under applicable law, any accrued interest (whether Current Interest or default interest) which is not paid on the date on which it is due and payable shall be capitalized and shall bear interest at the same rate at which interest is then accruing on the Principal Balance of this Note A until such interest is paid.  Any accrued interest (whether Current Interest or default interest) which for any reason has not theretofore been paid shall be paid in full on the date on which the final principal payment on this Note A is made (whether on the Maturity Date or as a result of the acceleration of the maturity thereof).  Interest shall accrue on any payment due under this Note A at the rates set forth herein until such time as payment therefor is actually delivered to the Holder.

 

(b)

Deferred Interest.  In addition to Current Interest payable pursuant to Section 1(a) above, prior to the Maturity Date, the Principal Balance of this Note A shall bear deferred interest (computed on the basis of actual days elapsed in any 360-day year) at the rate of 8.42% per annum (“Deferred Interest”).  In addition, default interest shall accrue on the unpaid Principal Balance of this Note A at the rate of two percent (2%) per annum after the occurrence and during the continuance of an Event of Default.  Deferred Interest accruing on the Principal Balance of this Note A shall be compounded quarterly and capitalized as principal on the last Business Day of each calendar quarter beginning on March 31, 2008 during the term hereof and shall be payable in accordance with the payment schedule set forth on Exhibit A attached hereto and made a part hereof (assuming for purposes of Exhibit A that no portion of the Principal Balance of this Note A is prepaid and that this Note A is not accelerated prior to the Maturity Date).  In addition, all accrued and unpaid Deferred Interest on this Note A (together with any accrued and unpaid default interest) shall be paid upon the payment in full of the entire outstanding Principal Balance of this Note A (whether on the Maturity Date or as a result of the acceleration of the maturity thereof), or if a prepayment of this Note A is made, on the Principal Balance prepaid, and, if payment in full is not paid when due, thereafter on demand.   Interest shall accrue on any payment due under this Note A at the rates set forth herein until such time as payment therefor is actually delivered to the Holder.

2.

Payment of Principal on Note A.

 

(a)

Scheduled Payments.  The Borrower shall pay the outstanding principal amount of this Note A, together with all accrued and unpaid interest on the principal amount being repaid, on January 31, 2011 (the “Maturity Date”).

 

(b)

Optional Prepayments.  The Borrower may not prepay any portion of this Note A at any time from the Original Date of Issuance through the date which is six (6) months after the Original Date of Issuance.  Subject to the terms of Section 2(c) below, at any time after the date which is six months after the Original Date of Issuance (or, in the event of an IPO or a sale of the Borrower approved by the Holder, at any time after the Original Date of Issuance), the Borrower, at its option, may prepay all or any portion of this Note A on any scheduled quarterly payment date at a prepayment price of one hundred percent (100%) of the Principal Balance to be prepaid, plus accrued and unpaid interest to the prepayment date.

 

(c)

Prepayment Premium.  Subject to the terms of Section 2(b) above, the Borrower, at its option, may prepay the Principal Balance of this Note A, in minimum increments of $1,000,000 plus (i) accrued and unpaid interest to the prepayment date and (ii) a prepayment fee calculated as follows:

On or after July 2, 2007 but prior to

January 1, 2009

5% multiplied by the Principal Balance prepayment amount

On or after January 1, 2009 but prior to

February 1, 2009

4.6% multiplied by the Principal Balance prepayment amount

On or after February 1, 2009 but prior to

March 1, 2009

4.2% multiplied by the Principal Balance prepayment amount

On or after March 1, 2009 but prior to

April 1, 2009

3.8 % multiplied by the Principal Balance prepayment amount

On or after April 1, 2009 but prior to

May 1, 2009

3.4% multiplied by the Principal Balance prepayment amount

On or after May 1, 2009 but prior to

June 1, 2009

3.0% multiplied by the Principal Balance prepayment amount

On or after June 1, 2009 but prior to

July 1, 2009

2.6% multiplied by the Principal Balance prepayment amount

On or after July 1, 2009 but prior to

August 1, 2009

2.2% multiplied by the Principal Balance prepayment amount

On or after August 1, 2009 but prior to

September 1, 2009

1.8% multiplied by the Principal Balance prepayment amount

On or after September 1, 2009 but prior to

October 1, 2009

1.4% multiplied by the Principal Balance prepayment amount

On or after October 1, 2009 but prior to

November 1, 2009

1.0% multiplied by the Principal Balance prepayment amount

On or after November 1, 2009 but prior to

December 1, 2009

0.6% multiplied by the Principal Balance prepayment amount

On or after December 1, 2009 but prior to

January 1, 2010

0.2% multiplied by the Principal Balance prepayment amount

On or after January 1, 2010

No Fee

 

(d)

Notice of Prepayments.  The Borrower shall give notice (which shall be irrevocable) to the Holder of this Note A of each prepayment not later than 1:00 p.m. (Chicago time) on the Business Day immediately preceding the date of prepayment, specifying the aggregate Principal Balance to be prepaid and the prepayment date.  Once any such notice has been given, the Principal Balance specified in such notice, together with all accrued and unpaid interest on the amount of each such prepayment to the date of payment, and any prepayment premium, shall become due and payable on such date of payment.

3.

Payment Schedule.  Set forth as Exhibit A attached hereto is a schedule which reflects the amount of Current Interest payable quarterly, the amount of Deferred Interest which accrues and is payable and the Principal Balance of this Note A at the beginning and at the end of each quarter during the term of this Note A (assuming for purposes of Exhibit A that no portion of the Principal Balance of this Note A is prepaid and that this Note A is not accelerated prior to the Maturity Date).  Upon any voluntary or mandatory prepayment of all or any portion of the Principal Balance, the Current Interest and the Deferred Interest reflected on Exhibit A attached hereto shall be recomputed based upon the remaining Principal Balance.  The Holder shall amend Exhibit A hereto to reflect such recomputation and deliver the same to the Borrower, and such amended Exhibit A shall constitute rebuttable presumptive evidence of the Principal Balance owing and unpaid on this Note A and the interest accruing and payable thereafter under this Note A.  The failure to amend Exhibit A hereto or to deliver the same to the Borrower shall not, however, affect the obligations of the Borrower to pay the Principal Balance and all accrued and unpaid interest on the Principal Balance of this Note A.

4.

Transfer and Exchange; Replacement; Cancellation.

 

(a)

Transfer and Exchange.

 

(i)

Subject to any restrictions contained in this Note A or the Note Purchase Agreement, this Note A and all rights and obligations hereunder are transferable, in whole or in part, to any Person (excluding any Person that is a direct or indirect competitor of the Borrower), without charge to the Holder, upon surrender of this Note A with a properly executed assignment in form and substance reasonably acceptable to the Borrower at the principal office of the Borrower.  To facilitate any such transfer, the Borrower hereby covenants to execute such documents and perform such acts as may be necessary or appropriate in the Holder’s sole judgment for the Holder to effect any such transfer.

 

(ii)

Upon surrender of this Note A for transfer or for exchange, the Borrower, at its expense, will (subject to the conditions set forth herein and in the Note Purchase Agreement) execute and deliver in exchange therefor a new Note or Notes, as the case may be, as requested by the Holder or transferee, which aggregates the Principal Balance of such Note, issued as the Holder or such transferee may request, dated so that there will be no gain or loss of interest on such surrendered Note and otherwise of like tenor.  The issuance of new Notes shall be made without charge to the Holder(s) of the surrendered Note for any issuance tax in respect thereof or other cost incurred by the Borrower in connection with such issuance.

 

(b)

Replacement.  Upon receipt of evidence reasonably satisfactory to the Borrower (an affidavit of the Holder of this Note A shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of this Note A and, in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Borrower (provided that if the Holder is a financial institution or other institutional investor, its own agreement of indemnity shall be satisfactory), or, in the case of any such mutilation, upon the surrender of this Note A, the Borrower shall (at its expense) execute and deliver, in lieu thereof, a new Note A of the same class and representing the same rights and obligations represented by such lost, stolen, destroyed or mutilated Note A dated so that there will be no loss of interest on this Note A.

5.

Payments.  All payments to be made to the Holder of this Note A shall be made by wire transfer to the Holder in lawful money of the United States of America in same-day available funds.  Any payment received by the Holder of this Note A after 2:00 p.m. (Chicago time) on any day will be deemed to have been received on the next following Business Day.

6.

Place of Payment.  Payments of principal, interest, premium and other amounts shall be made by wire transfer of immediately available funds to the following account of the Holder hereof:

7.

Business Days.  If any payment is due, or any time period for giving notice or taking action expires, on a day which is not a Business Day, the payment shall be due and payable on, and the time period shall automatically be extended to, the next Business Day immediately following, and interest shall continue to accrue at the required rate hereunder until any such payment is made.

8.

Governing Law.  This Note A shall be governed and construed in accordance with the domestic laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois.

9.

Liabilities.  In furtherance and not in limitation of the rights and remedies of the Holder of this Note A hereunder or at law, the Holder of this Note A may proceed under this Note A against the Borrower in its absolute and sole discretion for any of the liabilities of the Borrower under this Note A or any other liability or obligation of the Borrower arising hereunder.

10.

Events of Default. Upon the occurrence of any “Event of Default,” as described and specified in the Note Purchase Agreement, the Holder shall have all of the rights and remedies in accordance with, and as provided by, the terms of the Note Purchase Agreement.  In addition, the Holder shall be entitled to recover from the Borrower any and all costs and expenses, including reasonable attorneys’ fees and court costs, incurred in enforcing its rights hereunder.

11.

Usury Laws.  It is the intention of the Borrower and the Holder of this Note A to conform strictly to all applicable usury laws now or hereafter in force, and any interest payable under this Note A shall be subject to reduction to an amount not in excess of the maximum legal amount allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters.  If the maturity of this Note A is accelerated by reason of an election by the Holder hereof resulting from an Event of Default, voluntary prepayment by the Borrower or otherwise, then the earned interest may never include more than the maximum amount permitted by law, computed from the date hereof until payment, and any interest in excess of the maximum amount permitted by law shall be canceled automatically and, if theretofore paid, shall at the option of the Holder hereof either be rebated to the Borrower or credited on the Principal Balance of this Note A, or if this Note A has been paid, then the excess shall be rebated to the Borrower.  The aggregate of all interest (whether designated as interest, service charges, points or otherwise) contracted for, chargeable, or receivable under this Note A shall under no circumstances exceed the maximum legal rate upon the Principal Balance of this Note A remaining unpaid from time to time.  If such interest does exceed the maximum legal rate, it shall be deemed a mistake and such excess shall be canceled automatically and, if theretofore paid, at the option of the Holder hereof either be rebated to the Borrower or credited on the Principal Balance of this Note A, or if this Note A has been repaid, then such excess shall be rebated to the Borrower.

12.

Waiver.  The Borrower hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note A, and expressly agrees that this Note A, or any payment hereunder, may be extended from time to time and that the Holder hereof may accept security for this Note A or release security for this Note A, all without in any way affecting the liability of the Borrower hereunder.

13.

Section 163 of the Internal Revenue Code.  Notwithstanding any other provisions contained in this Note A, payments under this Note A shall not be deferred beyond any date if deferral beyond such date would result in this Note A being treated as an “applicable high yield discount obligation” under Section 163(e)(5) and Section 163(i) of the Code.  The preceding sentence shall apply only to the extent necessary to achieve the objective herein described and shall apply only to amounts treated as interest or original issue discount under the Code.

14.

Amended and Restated.  This Note replaces in its entirety and is in substitution for but not in payment of that certain Senior Subordinated Promissory Note A, dated as of January 2, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Prior Note”), made by the Borrower in favor of the Holder in the aggregate maximum principal amount of $5,000,000, and does not and shall not be deemed to constitute a novation thereof.  Such Prior Note shall be of no further force and effect upon the execution of this Note; provided, however, that all outstanding indebtedness, including, without limitation, principal and interest under the Prior Note as of the date of this Note, is hereby deemed indebtedness evidenced by this Note and is incorporated herein by this reference.