PROMISSORY NOTE








	
$300,000.00

	  	
October 17, 2011

















FOR VALUE RECEIVED, INFINITE GROUP, INC., a Delaware corporation, with an address at 60 Office Park Way, Pittsford, New York 14534 (“IGI”), promises to pay to the order of THE PENSION BENEFIT GUARANTY CORPORATION, a wholly-owned United States government corporation with an address at 1200 K Street, N.W., Washington D.C. 20005-4026 (“PBGC" or the “Holder”), in lawful money of the United States of America, the principal sum of Three Hundred Thousand Dollars ($300,000.00) pursuant to the terms of this Promissory Note (this “Note”), which evidences indebtedness under that certain Settlement Agreement, of even date herewith, by and between the Holder and IGI (as the same may be amended, superseded or otherwise modified from time to time, the “Settlement Agreement”), together with interest accruing on the outstanding principal balance from the date hereof at the rate or rates hereinafter specified.  This Note is secured by security interests in all of IGI’s assets which is evidenced by a Security Agreement and Mortgage(s)/Deed(s) of Trust (collectively with this Note and the Settlement Agreement, the “Settlement Documents”).  Capitalized terms not defined in this Note have the definitions ascribed to them in the Settlement Agreement.  The following additional terms shall apply to this Note:







1.           Rate of Interest.   The amount of principal outstanding under this Note will bear interest at the fixed rate of 6.0% per annum (the “Fixed Rate”).  Interest will be calculated on the basis of a year of 365 days.







2.           Payment Terms.  The principal, together with interest at the Fixed Rate, shall be payable over seven (7) years on the 15th day of the last month of each calendar quarter as follows:







2.1.           Commencing on December 15, 2011 and continuing thereafter until March 15, 2018, quarterly payments of principal and interest shall be payable in the specified payment amounts set forth in the amortization schedule attached hereto and incorporated herein by reference as Exhibit A (the “Amortization Schedule”).


 


2.2.           If any payment under this Note shall become due on a Saturday, Sunday or public holiday under the laws of the United States of America, such payment shall be made on the next succeeding business day but such extension of time shall not be included in computing interest in connection with such payment.  Payments received shall be applied in accordance with the Amortization Schedule.







3.           Prepayment.  The principal and any accrued interest may be prepaid (in whole or in part) at any time by IGI, at its option, without penalty, upon written notice to PBGC.  All prepayments shall be applied in reverse order of maturity.


 




  





  











  






 


4.           Events of Default; Remedies.  The occurrence of any Event of Default set forth in the Settlement Agreement will be deemed to be an “Event of Default” under this Note.  Upon the occurrence of an Event of Default: (a) the outstanding principal balance and accrued interest hereunder together with any additional amounts payable hereunder may be accelerated by Holder without demand or notice of any kind in which case all such amounts will immediately become due and payable; and (b) Holder may exercise from time to time any of the rights and remedies available under this Note, under any other Settlement Document, under applicable law, or in equity.







5.           Miscellaneous.   All notices, demands, requests, consents, approvals and other communications required or permitted hereunder must be in writing and sent in the manner provided in Section 10.2 of the Settlement Agreement.  No delay or omission on Holder’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will Holder’s action or inaction impair any such right or power.  No modification, amendment or waiver of any provision of this Note or consent to any departure by IGI therefrom will be effective unless made in a writing signed by Holder.  If any provision of this Note is found to be invalid by a court, all the other provisions of this Note will remain in full force and effect.







This Note has been delivered to and accepted by Holder and will be deemed to be made in the State of New York. this note will be interpreted and the rights and liabilities of holder determined in accordance with the laws of the State of New York, excluding its conflict of laws rules, except to any extent preempted by federal law.  IGI hereby irrevocably consents to the jurisdiction of the United States District Court for the District of Columbia; provided that nothing contained in this Note will prevent Holder from bringing any action, enforcing any award or judgment or exercising any rights against IGI, against any security, or against any property of IGI within any other county, state or other foreign or domestic jurisdiction.  IGI waives any objection based on venue or forum non conveniens with respect to any such action instituted in the United States District Court for the District of Columbia.







7.           WAIVER OF JURY TRIAL.  IGI irrevocably waives any and all rights to a trial by jury in any action, proceeding or claim of any nature relating to this note, any documents executed in connection with this note (including without limitation, any Settlement Documents) or any transaction contemplated in any of such documents.







IN WITNESS WHEREOF, intending to be legally hereby, IGI executes this Note as of the date first written above.


 


 



	
WITNESS:

	  	
BORROWER:


	  	  	  
	 	  	 
INFINITE GROUP, Inc.


	 	  	  
	
/s/ James Witzel 

	  	By: 	 
/s/ James Villa

	
 


	 	 	 	James Villa, Acting Chief Executive Officer and President





 


 




  





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Year

	 	 	
Beginning

	 	 	
Interest

	 	 	 	 	 	
---Total Payment----

	 	 	
Ending

	 
	
Year

	 	
Quarter

	 	 	
No

	 	 	
Balance

	 	 	 	6.00	%	 	
Principal

	 	 	
Quarter

	 	 	
Year

	 	 	
Balance

	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
2011

	 	 	4	 	 	 	1	 	 	 	300,000	 	 	 	4,500	 	 	 	3,000	 	 	 	7,500	 	 	 	 	 	 	297,000	 
	
2012

	 	 	1	 	 	 	 	 	 	 	297,000	 	 	 	4,455	 	 	 	3,000	 	 	 	7,455	 	 	 	 	 	 	294,000	 
	  	 	 	2	 	 	 	 	 	 	 	294,000	 	 	 	4,410	 	 	 	3,000	 	 	 	7,410	 	 	 	 	 	 	291,000	 
	  	 	 	3	 	 	 	 	 	 	 	291,000	 	 	 	4,365	 	 	 	3,000	 	 	 	7,365	 	 	 	29,730	 	 	 	288,000	 
	  	 	 	4	 	 	 	2	 	 	 	288,000	 	 	 	4,320	 	 	 	3,000	 	 	 	7,320	 	 	 	 	 	 	 	285,000	 
	
2013

	 	 	1	 	 	 	 	 	 	 	285,000	 	 	 	4,275	 	 	 	3,000	 	 	 	7,275	 	 	 	 	 	 	 	282,000	 
	  	 	 	2	 	 	 	 	 	 	 	282,000	 	 	 	4,230	 	 	 	3,000	 	 	 	7,230	 	 	 	 	 	 	 	279,000	 
	  	 	 	3	 	 	 	 	 	 	 	279,000	 	 	 	4,185	 	 	 	3,000	 	 	 	7,185	 	 	 	29,010	 	 	 	276,000	 
	  	 	 	4	 	 	 	3	 	 	 	276,000	 	 	 	4,140	 	 	 	3,000	 	 	 	7,140	 	 	 	 	 	 	 	273,000	 
	
2014

	 	 	1	 	 	 	 	 	 	 	273,000	 	 	 	4,095	 	 	 	3,000	 	 	 	7,095	 	 	 	 	 	 	 	270,000	 
	  	 	 	2	 	 	 	 	 	 	 	270,000	 	 	 	4,050	 	 	 	3,000	 	 	 	7,050	 	 	 	 	 	 	 	267,000	 
	  	 	 	3	 	 	 	 	 	 	 	267,000	 	 	 	4,005	 	 	 	3,000	 	 	 	7,005	 	 	 	28,290	 	 	 	264,000	 
	  	 	 	4	 	 	 	4	 	 	 	264,000	 	 	 	3,960	 	 	 	3,000	 	 	 	6,960	 	 	 	 	 	 	 	261,000	 
	
2015

	 	 	1	 	 	 	 	 	 	 	261,000	 	 	 	3,915	 	 	 	78,000	 	 	 	81,915	 	 	 	 	 	 	 	183,000	 
	  	 	 	2	 	 	 	 	 	 	 	183,000	 	 	 	2,745	 	 	 	3,000	 	 	 	5,745	 	 	 	 	 	 	 	180,000	 
	  	 	 	3	 	 	 	 	 	 	 	180,000	 	 	 	2,700	 	 	 	3,000	 	 	 	5,700	 	 	 	100,320	 	 	 	177,000	 
	  	 	 	4	 	 	 	5	 	 	 	177,000	 	 	 	2,655	 	 	 	3,000	 	 	 	5,655	 	 	 	 	 	 	 	174,000	 
	
2016

	 	 	1	 	 	 	 	 	 	 	174,000	 	 	 	2,610	 	 	 	3,000	 	 	 	5,610	 	 	 	 	 	 	 	171,000	 
	  	 	 	2	 	 	 	 	 	 	 	171,000	 	 	 	2,565	 	 	 	3,000	 	 	 	5,565	 	 	 	 	 	 	 	168,000	 
	  	 	 	3	 	 	 	 	 	 	 	168,000	 	 	 	2,520	 	 	 	3,000	 	 	 	5,520	 	 	 	22,350	 	 	 	165,000	 
	  	 	 	4	 	 	 	6	 	 	 	165,000	 	 	 	2,475	 	 	 	3,000	 	 	 	5,475	 	 	 	 	 	 	 	162,000	 
	
2017

	 	 	1	 	 	 	 	 	 	 	162,000	 	 	 	2,430	 	 	 	3,000	 	 	 	5,430	 	 	 	 	 	 	 	159,000	 
	  	 	 	2	 	 	 	 	 	 	 	159,000	 	 	 	2,385	 	 	 	3,000	 	 	 	5,385	 	 	 	 	 	 	 	156,000	 
	  	 	 	3	 	 	 	 	 	 	 	156,000	 	 	 	2,340	 	 	 	3,000	 	 	 	5,340	 	 	 	21,630	 	 	 	153,000	 
	  	 	 	4	 	 	 	7	 	 	 	153,000	 	 	 	2,295	 	 	 	3,000	 	 	 	5,295	 	 	 	 	 	 	 	150,000	 
	
2018

	 	 	1	 	 	 	 	 	 	 	150,000	 	 	 	2,250	 	 	 	3,000	 	 	 	5,250	 	 	 	 	 	 	 	147,000	 
	  	 	 	2	 	 	 	 	 	 	 	147,000	 	 	 	2,205	 	 	 	3,000	 	 	 	5,205	 	 	 	 	 	 	 	144,000	 
	  	 	 	3	 	 	 	 	 	 	 	144,000	 	 	 	2,160	 	 	 	144,000	 	 	 	146,160	 	 	 	161,910	 	 	 	0	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	300,000	 	 	 	 	 	 	 	 	 	 	 	 	 














  





3