Subordinated Note by Clayton GRP, Inc. in Favor of TA Investors II, L.P. (August 2, 2004)

Summary

This agreement is a subordinated promissory note issued by Clayton GRP, Inc. to TA Investors II, L.P. for $265,748.85, effective August 2, 2004. Clayton GRP, Inc. promises to repay the principal plus interest by August 2, 2010, under the terms set in a related Note Purchase Agreement. The note is subordinate to other specified debts and is subject to a Subordination and Intercreditor Agreement. The lender may require early repayment under certain conditions, and the agreement is governed by Massachusetts law.

EX-10.25 21 a2164247zex-10_25.txt EXHIBIT 10.25 Exhibit 10.25 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (THE "SUBORDINATION AGREEMENT") DATED AS OF AUGUST 2, 2004 AMONG TA SUBORDINATED DEBT FUND, L.P., TA INVESTORS II, L.P., LAMANDO CHARITABLE REMAINDER UNITRUST UNDER AGREEMENT DATED MAY 15, 2004, MADISON CAPITAL FUNDING LLC, AS SUBORDINATED CREDITOR, LIBMAN FAMILY HOLDINGS LLC, CLAYTON GRP, INC. (THE "COMPANY") AND MADISON CAPITAL FUNDING LLC, AS ADMINISTRATIVE AGENT ("ADMINISTRATIVE AGENT"), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANY PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF AUGUST 2, 2004 AMONG THE COMPANY, ADMINISTRATIVE AGENT AND THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY THERETO, AS SUCH CREDIT AGREEMENT HAS BEEN AND HEREAFTER MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME AND TO INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER THAT AGREEMENT AS CONTEMPLATED BY THE SUBORDINATION AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT. SUBORDINATED NOTE $265,748.85 August 2, 2004 FOR VALUE RECEIVED, the undersigned, Clayton GRP, Inc., a Delaware corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of TA INVESTORS II, L.P. (the "NOTEHOLDER") the principal sum of $265,748.85, together with interest on the unpaid principal amount from time to time outstanding at the rate or rates and computed and payable at the times as described in the Note Purchase Agreement (as hereinafter defined). Payments of the principal hereof shall be made as provided in the Note Purchase Agreement. Notwithstanding any other provision of this note, the entire balance of principal and accrued and unpaid interest shall be paid in full on August 2, 2010. SUBORDINATED NOTE This note is one of the Notes referred to in the Subordinated Note Purchase Agreement dated as of August 2, 2004 (as the same may be amended, modified or supplemented from time to time, the "NOTE PURCHASE AGREEMENT") by and among the Borrower, the Guarantors, and the Noteholders named therein. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note Purchase Agreement. Subject to, and at all times in accordance with, the provisions of the Note Purchase Agreement (i) the Borrower shall have the right, at any time, to voluntarily prepay all or any part of the outstanding principal amount of this note, and (ii) the Noteholder shall have the right to require the Borrower to repurchase this note upon the occurrence of a Mandatory Repurchase Event. In addition to the payment of interest as provided above, the Borrower shall, on demand, pay interest on any overdue installments of principal and, to the extent permitted by applicable law, on overdue installments of interest at the rate set forth in, and in accordance with the provisions of, the Note Purchase Agreement. The holder of this note is entitled to all the benefits and rights of a Noteholder under the Note Purchase Agreement to which reference is hereby made for a statement of the terms and conditions under which the entire unpaid balance of this note, or any portion thereof, shall become immediately due and payable. Notwithstanding anything in this note to the contrary, the terms and provisions of this note shall at all times be governed by and subject to all of the terms and provisions of the Note Purchase Agreement. To the extent that there is any conflict with, or inconsistency between, the terms and provisions of this note and the terms and provisions of the Note Purchase Agreement, the terms and provisions of the Note Purchase Agreement shall at all times govern and control. The Borrower hereby waives presentment, demand, notice, protest and other demands and notices in connection with the delivery, acceptance or enforcement of this note. No delay or omission on the part of the holder of this note in exercising any right hereunder shall operate as a waiver of such right or of any other right under this note, and a waiver, delay or omission on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion. The terms and provisions of this note are subject to the terms and provisions of the Note Purchase Agreement, including, without limitation, its dispute resolution provisions. SUBORDINATED NOTE This note shall be deemed to be under seal, and all rights and obligations hereunder shall be governed by the laws of the Commonwealth of Massachusetts (without giving effect to any conflicts of law provisions contained therein). CLAYTON GRP, INC. By: /s/ Brian C. Newman ------------------- Name: Brian C. Newman Title: Chief Financial Officer SUBORDINATED NOTE