Restated Secured Installment Note

EXHIBIT 10.1


American National Bank
and Trust Company of Chicago


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AMENDED AND RESTATED INSTALLMENT NOTE (SECURED) --------------------------------------------------------------------------------


$3,880,000.00 Chicago, Illinois April 26, 2000
Due: May 31, 2004


FOR VALUE RECEIVED, the undersigned, Quantum Leap Communications, Inc., a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of American National Bank and Trust Company of Chicago, a national banking association (the "Lender") at its principal place of business in Chicago, Illinois, or such other place as Lender may designate from time to time, the principal sum of Three Million Eight Hundred Eighty Thousand and No/100 Dollars ($3,880,000.00), which sum shall be due on May 31, 2004 and shall be payable in successive installments as follows: (a) monthly installments of interest only until (i) such time as the second draw has been funded or (ii) October 15, 2000, whichever is sooner to occur; THEN (b) fixed and level monthly installments of principal and interest in an aggregate amount computed on a 20-year amortization schedule; THEN (c) at such time as the third and final draw has been funded, fixed and level monthly installments of principal and interest in an aggregate amount computed on the then outstanding principal balance based on a 20-year amortization schedule, with the final installment due and payable on May 31, 2004 (the "Maturity Date") and equal to the balance of all amounts remaining due hereunder. The first installment shall be due on the last day of April, 2000, and successive installments shall be paid on the same day of each month, thereafter until paid. THIS IS A BALLOON NOTE AND ON THE MATURITY DATE A SUBSTANTIAL PORTION OF THE PRINCIPAL AMOUNT OF THIS NOTE WILL REMAIN UNPAID BY THE FOREGOING MONTHLY PAYMENTS.


The credit facility which this Note represents is a limited draw installment facility, not a revolving credit facility. Therefore, Lender will make available to Borrower principal draws under this Note up to a maximum principal amount equal to the lesser of (i) $3,880,000.00 or (ii) 80% of the then current appraised value of the "Mortgaged Real Property" (as defined below in this Note), in all instances reduced by the total amount of principal draws Borrower previously received under this Note. If Borrower repays to Lender any principal previously advanced to Borrower under this Note, Borrower nevertheless may not reborrow such previously repaid principal, and the full dollar amount of said principal advances Lender previously made to Borrower will reduce, on a dollar for dollar basis, the amount of principal available to Borrower under this Note as aforesaid, even after repayment. For purposes of this Note, the term "Mortgaged Real Property" means all real property which from time to time is subject to the "Mortgage" (as defined below in this Note) at any time, whether currently or in the future.


Borrower's obligations and liabilities to Lender under this Note, and all other obligations and liabilities of Borrower to Lender (including without limitation all debts, claims and indebtedness) whether primary, secondary, direct, contingent, fixed or otherwise, including those evidenced in rate hedging agreements designed to protect the Borrower from the fluctuation of interest rates, heretofore, now and/or from time to time hereafter owing, due or payable, however evidenced, created, incurred, acquired or owing and however arising, whether under this Note, any agreement, instrument or document heretofore, now or from time to time hereafter executed and delivered to Lender by or on behalf of Borrower, or by oral agreement or operation of law or otherwise shall be defined and referred to herein as "Borrower's Liabilities".


Borrower may receive incremental sums from Lender, which in the aggregate shall not exceed the lesser of Three Million Eight Hundred Eighty Thousand and No/100 Dollars ($3,880,000.00) or 80% of the then current appraised value of the Mortgaged Real Property. The receipt of these incremental sums shall not convert this term loan into a revolving line of credit. Before or at such time as any extension of an incremental sum under this Note is funded, the Borrower agrees to execute and deliver to Lender any and all instruments or documents which the


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Lender may reasonably require to give effect to a first mortgage lien on property located at Unit 4 in Gibraltar Lofts - 420 West Huron Condominium, 420 West Huron Street, Chicago, Illinois 60610 at such time as such unit is acquired.


The unpaid principal balance of Borrower's Liabilities due hereunder shall bear interest from the date of disbursement until paid, computed at a daily rate equal to the daily rate equivalent of 9.20% per annum (computed on the basis of a 360-day year and actual days elapsed); provided, however, that in
-------- ------- the event that any of Borrower's Liabilities are not paid when due, the unpaid amount of Borrower's Liabilities shall bear interest after the due date until paid at a rate equal to the sum of the rate that would otherwise be in effect plus 3%.


Borrower represents and warrants to Lender that: (a) the entire proceeds of this Note are from a "business loan" (as that term is used in 815 ILCS 205/4); (b) Borrower is a person borrowing money for the purpose of carrying on or acquiring a business of Borrower of the nature described in said 815 ILCS 205/4; and (c) the proceeds of this Note shall be used exclusively for the purpose of carrying on or acquiring a business of Borrower of the nature described in said 815 ILCS 205/4. Borrower warrants and represents to Lender that Borrower shall use the proceeds represented by this Note solely for proper business purposes and consistently with all applicable laws and statutes.


To secure the prompt payment to Lender of Borrower's Liabilities and the prompt, full and faithful performance by Borrower of all of the provisions to be kept, observed or performed by Borrower under this Note and/or any other agreement, instrument or document heretofore, now and/or from time to time hereafter delivered by or on behalf of Borrower to Lender, Borrower grants to Lender a security interest in and to the following property: (a) all of Borrower's now existing and/or owned and hereafter arising or acquired monies, reserves, deposits, deposit accounts and interest or dividends thereon, securities, cash, cash equivalents and other property now or at any time or times hereafter in the possession or under the control of Lender or its bailee for any purpose; (b) (i) Mortgage and Assignment of Rents and Leases dated as of June 29, 199 ...