SC 13D/A

PROJECTION LLC,

a Delaware limited liability company

/s/ Philip J. Shapiro

Philip J. Shapiro, President and CEO

0000950123-08-011864.txt : 20081001 0000950123-08-011864.hdr.sgml : 20081001 20081001172225 ACCESSION NUMBER: 0000950123-08-011864 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081001 DATE AS OF CHANGE: 20081001 GROUP MEMBERS: PHILIP J. SHAPIRO GROUP MEMBERS: PROJECTION LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL SHIPHOLDING CORP CENTRAL INDEX KEY: 0000278041 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 362989662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32133 FILM NUMBER: 081100683 BUSINESS ADDRESS: STREET 1: 11 NORTH WATER STREET STREET 2: SUITE # 18290 CITY: MOBILE STATE: AL ZIP: 36602 BUSINESS PHONE: 2512439100 MAIL ADDRESS: STREET 1: P.O. BOX 2004 CITY: MOBILE STATE: AL ZIP: 36652 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Shipping Group LLC CENTRAL INDEX KEY: 0001442841 IRS NUMBER: 930978116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1979 MARCUS AVENUE, SUITE 200 CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 516-488-8800 MAIL ADDRESS: STREET 1: 1979 MARCUS AVENUE, SUITE 200 CITY: LAKE SUCCESS STATE: NY ZIP: 11042 SC 13D/A 1 y71601sc13dza.htm SC 13D/A SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

INTERNATIONAL SHIPHOLDING CORPORATION

(Name of Issuer)

Common Stock, $1.00 par value

(Title of Class of Securities)

460321201

(CUSIP Number)

Philip J. Shapiro
Liberty Shipping Group LLC
1979 Marcus Avenue, Suite 200
Lake Success, New York 11042
(516) 488-8800

Copies to:
Dennis J. Friedman, Esq.
Eduardo Gallardo, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
(212) 351-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 30, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.


*		The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		460321201


1	NAMES OF REPORTING PERSONS. Projection LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC; AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			503,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			503,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	503,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	7.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		460321201


1	NAMES OF REPORTING PERSONS. Liberty Shipping Group LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			503,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			503,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	503,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	7.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		460321201


1	NAMES OF REPORTING PERSONS. Philip J. Shapiro


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	AF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			503,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			503,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	503,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	7.0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13D filed on August 18, 2008 (the “Original Filing”), as amended by the amendments filed on September 2, 2008 (the “September 2 Filing”) and September 15, 2008 (the “September 15 Filing” and, together with the September 2 Filing, the “Amendments”). Information reported in the Original Filing, as amended by the Amendments, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 3. Capitalized terms used and not defined in this Amendment No. 3 have the meanings set forth in the Original Filing or the Amendments, as applicable. This Amendment No. 3 relates to shares of common stock, $1.00 par value per share (the “Common Stock”), of International Shipholding Corporation, a Delaware corporation (the “Company”).

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is amended and restated in its entirety as follows:

The 503,000 shares of Common Stock (the “Shares”) that may be deemed to be beneficially owned by the Reporting Persons were acquired by Projection. The aggregate purchase price for the Shares was approximately $9,903,023, which includes brokerage fees and other commissions paid in connection with such purchases.

The source of such funds is as follows: (i) approximately $8,480,763 came from the working capital of Projection and (ii) approximately $1,422,260 came from an intercompany loan (the “Loan”) from Liberty Star Shipping Corporation, a New York corporation and an affiliate of Projection (“Liberty Star”). The Loan was made under a Master Promissory Note, dated September 17, 2008, issued by Projection to Liberty Star (the “Note”). The Note provides for borrowings by Projection of up to an aggregate amount of $6.5 million. Any such borrowings bear interest at the rate of 3% per annum. The entire amount of the principal outstanding under the Note together with accrued interest shall be due and payable on September 16, 2009. The foregoing summary of the terms of the Note is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit G hereto.

The Shares may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable regulations and such firms’ credit policies. The positions which may be held in the margin accounts, including the Shares, are pledged as collateral security for the repayment of debit balances in the respective accounts.

Item 5. Interest in Securities of the Issuer

Subsections (a) through (c) of Item 5 are amended and restated in their entirety as follows:

(a)-(b) As of the date of this filing, Projection is the beneficial owner of an aggregate of 503,000 shares of Common Stock, which constitute approximately 7.0% of the 7,183,570 shares of Common Stock outstanding (based on the 7,385,801 shares of Common Stock outstanding as of June 30, 2008 minus the 202,231 shares of Common Stock repurchased by the Company between July 1, 2008 and July 30, 2008, each as reported by the Company in its Quarterly Report on Form 10-Q filed on August 8, 2008). Liberty, as the direct parent company of Projection, and Mr. Shapiro, as the manager of Liberty, may be deemed to share voting and dispositive power over the Common Stock beneficially owned by Projection. Liberty and Mr. Shapiro disclaim beneficial ownership of such Shares for purposes of Section 13(d) of the Act.

(c) All transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 2 are set forth in Exhibit F attached hereto.

Item 7. Material to be Filed as Exhibits

Exhibit F of the September 15 Filing is hereby supplemented as set forth in Exhibit F attached to this Amendment No. 3.

Item 7 is also amended by adding the following at the end thereof:


Exhibit G:		Master Promissory Note made by Projection LLC for the benefit of Liberty Star Shipping Corporation.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.


Date: October 1, 2008	PROJECTION LLC
	By:	/s/ Philip J. Shapiro
	Name:	Philip J. Shapiro
	Title:	President and Chief Executive Officer

October 1, 2008	LIBERTY SHIPPING GROUP LLC
	By:	/s/ Philip J. Shapiro
	Name:	Philip J. Shapiro
	Title:	President and Chief Executive Officer


October 1, 2008	/s/ Philip J. Shapiro
	PHILIP J. SHAPIRO

EXHIBIT INDEX


Exhibit F:		Schedule of transactions effected by the Reporting Persons.
Exhibit G:		Master Promissory Note made by Projection LLC for the benefit of Liberty Star Shipping Corporation.

EX-99.F 2 y71601exv99wf.htm EX-99.F: SCHEDULE OF TRANSACTIONS EFFECTED BY THE REPORTING PERSONS EX-99.F

EXHIBIT F


Date+	Price per Share++		No. of Shares
9/15/2008	$	22.65		500	*
9/15/2008	$	22.70		500	*
9/15/2008	$	22.75		500	*
9/15/2008	$	22.80		500	*
9/15/2008	$	22.95		500	*
9/15/2008	$	23.20		500
9/15/2008	$	23.25		1,000	*
9/15/2008	$	23.35		600	*
9/15/2008	$	23.40		1,000	*
9/15/2008	$	23.45		400
9/15/2008	$	23.50		1,000	*
9/15/2008	$	23.55		1,000	*
9/15/2008	$	23.60		1,000	*
9/15/2008	$	23.70		2,000	*
9/16/2008	$	21.25		100
9/16/2008	$	21.30		500	*
9/16/2008	$	21.35		500	*
9/16/2008	$	21.40		500
9/16/2008	$	21.50		500	*
9/16/2008	$	21.71		500
9/16/2008	$	21.90		100
9/16/2008	$	22.25		200	*
9/16/2008	$	22.42		100
9/16/2008	$	22.50		300	*
9/16/2008	$	22.55		300	*
9/16/2008	$	22.64		100
9/16/2008	$	22.65		200	*
9/17/2008	$	21.25		500	*
9/17/2008	$	21.27		100
9/17/2008	$	21.29		200
9/17/2008	$	21.30		1,800	*
9/17/2008	$	21.33		1,600	*
9/17/2008	$	21.34		300	*
9/17/2008	$	21.35		2,000	*
9/17/2008	$	21.36		300	*
9/17/2008	$	21.37		100
9/17/2008	$	21.40		1,800	*
9/17/2008	$	21.45		500	*
9/17/2008	$	21.50		500	*
9/17/2008	$	21.85		500	*
9/17/2008	$	22.20		300	*
9/17/2008	$	22.25		200	*
9/17/2008	$	22.32		500	*
9/17/2008	$	22.40		500
9/18/2008	$	21.20		300	*
9/18/2008	$	21.25		500	*
9/18/2008	$	21.30		500	*


Date+	Price per Share++		No. of Shares
9/18/2008	$	21.32		1,000	*
9/18/2008	$	21.35		500
9/18/2008	$	21.40		1,200	*
9/18/2008	$	21.44		500	*
9/18/2008	$	21.45		1,600	*
9/18/2008	$	21.50		400	*
9/18/2008	$	21.52		300	*
9/18/2008	$	21.55		500	*
9/18/2008	$	21.59		100
9/18/2008	$	21.63		100
9/23/2008	$	23.40		400
9/23/2008	$	23.45		500	*
9/23/2008	$	23.48		870	*
9/23/2008	$	23.50		1,100	*
9/23/2008	$	23.55		200	*
9/23/2008	$	23.56		500	*
9/23/2008	$	23.57		1,200	*
9/23/2008	$	23.60		500	*
9/23/2008	$	23.65		500	*
9/23/2008	$	23.70		1,000	*
9/23/2008	$	23.75		1,500	*
9/24/2008	$	22.90		400	*
9/24/2008	$	23.00		100
9/24/2008	$	23.05		100
9/24/2008	$	23.10		500
9/24/2008	$	23.13		400	*
9/24/2008	$	23.20		1,100	*
9/24/2008	$	23.25		200	*
9/24/2008	$	23.28		100	*
9/24/2008	$	23.35		100
9/25/2008	$	22.40		400	*
9/25/2008	$	22.51		100
9/25/2008	$	22.60		400
9/25/2008	$	23.23		200	*
9/25/2008	$	23.25		300	*
9/25/2008	$	23.45		500
9/25/2008	$	23.60		500	*
9/25/2008	$	23.70		600	*
9/26/2008	$	21.60		100
9/26/2008	$	21.64		200
9/26/2008	$	21.65		400
9/26/2008	$	21.69		300	*
9/26/2008	$	21.75		700	*
9/26/2008	$	21.84		100
9/26/2008	$	21.85		100
9/26/2008	$	21.86		300
9/26/2008	$	21.90		400	*
9/26/2008	$	21.95		500	*
9/26/2008	$	21.99		200	*
9/26/2008	$	22.00		200	*
9/26/2008	$	22.10		300	*


Date+	Price per Share++		No. of Shares
9/26/2008	$	22.15		100
9/29/2008	$	19.75		200	*
9/29/2008	$	19.78		300	*
9/29/2008	$	19.85		100
9/29/2008	$	19.89		100
9/29/2008	$	19.90		1,000	*
9/29/2008	$	19.92		100
9/29/2008	$	19.95		500	*
9/29/2008	$	19.97		100
9/29/2008	$	20.04		100
9/29/2008	$	20.10		500	*
9/29/2008	$	20.15		600	*
9/29/2008	$	20.17		300	*
9/29/2008	$	20.20		100
9/29/2008	$	20.21		400
9/29/2008	$	20.35		100
9/29/2008	$	20.50		1,000	*
9/29/2008	$	20.65		500	*
9/29/2008	$	20.66		100
9/29/2008	$	20.70		1,200	*
9/29/2008	$	20.74		200	*
9/29/2008	$	20.76		100
9/29/2008	$	20.77		200	*
9/29/2008	$	20.79		100
9/29/2008	$	20.90		500	*
9/29/2008	$	20.95		1,000	*
9/29/2008	$	21.04		300	*
9/29/2008	$	21.13		100
9/29/2008	$	21.48		200
9/29/2008	$	21.55		200	*
9/29/2008	$	21.70		500	*
9/29/2008	$	21.80		600	*
9/29/2008	$	21.85		500	*
9/29/2008	$	21.86		100
9/30/2008	$	19.74		100
9/30/2008	$	19.75		100
9/30/2008	$	19.84		300	*
9/30/2008	$	19.89		200	*
9/30/2008	$	19.91		100
9/30/2008	$	19.94		100
9/30/2008	$	20.57		200	*
9/30/2008	$	20.58		200	*
9/30/2008	$	20.61		100
9/30/2008	$	20.95		100
9/30/2008	$	20.98		100
9/30/2008	$	20.99		300	*
9/30/2008	$	21.02		100
9/30/2008	$	21.03		100
9/30/2008	$	21.04		100
9/30/2008	$	21.05		300	*
9/30/2008	$	21.44		600	*


Date+	Price per Share++		No. of Shares
9/30/2008	$	21.53		400	*
9/30/2008	$	21.57		100
9/30/2008	$	21.58		100
9/30/2008	$	21.63		1,100	*
9/30/2008	$	21.68		100
9/30/2008	$	21.75		2,100	*
9/30/2008	$	21.78		100
9/30/2008	$	21.80		200	*
9/30/2008	$	21.86		100
9/30/2008	$	21.87		300
9/30/2008	$	21.95		500	*
10/1/2008	$	21.03		100
10/1/2008	$	21.04		100
10/1/2008	$	21.10		100
10/1/2008	$	21.17		200
10/1/2008	$	21.18		200	*
10/1/2008	$	21.20		800	*
10/1/2008	$	21.23		200
10/1/2008	$	21.26		600	*
10/1/2008	$	21.30		300	*
10/1/2008	$	21.33		400	*
10/1/2008	$	21.35		100
10/1/2008	$	21.41		100
10/1/2008	$	21.42		200
10/1/2008	$	21.43		100
10/1/2008	$	21.44		300	*
10/1/2008	$	21.45		900	*
10/1/2008	$	21.46		100
10/1/2008	$	21.48		400	*
10/1/2008	$	21.51		100
10/1/2008	$	21.53		200	*
10/1/2008	$	21.55		100
10/1/2008	$	21.58		100	*
10/1/2008	$	21.60		579	*
10/1/2008	$	21.61		300	*
10/1/2008	$	21.63		200	*
10/1/2008	$	21.66		200	*
10/1/2008	$	21.70		1,000	*
10/1/2008	$	21.72		200	*
10/1/2008	$	21.74		100
10/1/2008	$	21.76		100
10/1/2008	$	21.77		7
10/1/2008	$	21.78		300	*
10/1/2008	$	21.79		100
10/1/2008	$	21.81		100
10/1/2008	$	21.82		200
10/1/2008	$	21.84		200	*
10/1/2008	$	21.85		500	*
10/1/2008	$	21.90		100
10/1/2008	$	21.93		793
10/1/2008	$	21.95		521	*
10/1/2008	$	22.00		700	*
10/1/2008	$	22.05		500	*
10/1/2008	$	22.07		200	*
10/1/2008	$	22.08		400	*
10/1/2008	$	22.13		100
10/1/2008	$	22.15		700	*
10/1/2008	$	22.20		400	*
10/1/2008	$	22.22		118	*
10/1/2008	$	22.23		282	*
10/1/2008	$	22.25		300	*
10/1/2008	$	22.48		200
10/1/2008	$	22.50		300	*
10/1/2008	$	22.51		100
10/1/2008	$	22.52		100
10/1/2008	$	22.53		100
10/1/2008	$	22.56		100
10/1/2008	$	22.59		100


*		Amount represents aggregate of multiple purchase transactions effected on the same day at the same purchase price per share.

+		All transactions were effected in open market transactions and relate to purchases of Common Stock by Projection.

++		Price per share does not include brokerage fees and other commissions paid in connection with trade.

EX-99.G 3 y71601exv99wg.htm EX-99.G: MASTER PROMISSORY NOTE EX-99.G

EXHIBIT G

MASTER PROMISSORY NOTE



$6,500,000		September 17, 2008

FOR VALUE RECEIVED, the undersigned, PROJECTION LLC, a Delaware limited liability company (the “Borrower”), promises to pay to the order of LIBERTY STAR SHIPPING CORPORATION, a New York corporation, and its successors and assigns (collectively, the “Lender”), the principal sum of SIX MILLION FIVE HUNDRED THOUSAND and NO/100 DOLLARS ($6,500,000) (“Maximum Principal Amount”), or so much thereof as may from time to time be loaned or treated as principal hereunder, in lawful money of the United States of America, together with interest on the unpaid principal from time to time outstanding, at the rate set forth below, until fully paid.

The entire unpaid principal balance of this Master Promissory Note (this “Note”) plus all accrued but unpaid interest thereon shall be due and payable on the Maturity Date (as such term and capitalized terms not otherwise defined in this Note are defined in Section 1 below).

1. Definitions. As used herein, the following terms shall be defined as follows:

(a) Available Amount: As of any date, the Maximum Principal Amount less the then outstanding principal balance of this Note.

(b) Authorized Person: Philip J. Shapiro or Dale B. Moses or any person mutually agreed to in writing by the Borrower and the Lender.

(c) Disbursement: Any amount disbursed by the Lender to the Borrower under this Note from time to time in accordance with the provisions of Section 2 below.

(d) Event of Default: As defined in Section 3 below.

(e) Loan: The loan outstanding under this Note at any time the matter has relevance.

(f) Maturity Date: September 16, 2009.

(g) Monthly Interest Payment Date: As defined in Section 4(a) below.

(h) Note Rate: As defined in Section 5 below.

2. Disbursements. An Authorized Person may on behalf of the Borrower from time to time request Disbursements from the Lender hereunder; provided, however, no Disbursement shall be made hereunder if, after giving effect to the requested Disbursement, the Available Amount would be less than zero, and no Disbursements shall be available following the occurrence of an Event of Default. The Lender shall keep appropriate records of all Disbursements and other matters relevant to the Loan. Disbursements and payments and resulting balances reflected on such records shall be deemed to be accurate and correct and a true accounting of the outstanding balance of the Loan absent manifest error.

3. Interest Rate. The unpaid principal amount of the Loan shall bear interest at the rate of three percent (3%) per annum, which shall be the “Note Rate.” Interest shall be calculated on the basis of the actual number of days elapsed over a 360-day year.

4. Payments. Each payment by the Borrower on this Note shall be applied first to accrued interest and then to outstanding principal hereunder. Subject to the foregoing:

(a) Interest. Interest only shall be payable on the first business day of each calendar month (“Monthly Interest Payment Date”) or, if not paid, shall be added to the outstanding principal amount of this Note and, as principal, shall accrue interest at the Note Rate from the Monthly Interest Payment Date when otherwise due.

(b) Maturity. The entire amount of the principal outstanding under this Note together with accrued interest and any and all other amounts due under the Loan shall be due and payable on the Maturity Date.

(c) Prepayment. This Note may be prepaid in whole or in part without notice at any time by the Borrower without cost or fee.

5. Event of Default; Remedies. If the Borrower fails to make any payment due on this Note on the date when due (other than and excluding a failure to pay interest on any Monthly Interest Payment Date prior to the Maturity Date, which shall result in the accrued and unpaid interest being added to principal as provided in Section 4(a)) and any such failure of payment continues for more than ten days after written notice thereof shall have been given to the Borrower (an “Event of Default”), the Lender shall have no obligation to make further Disbursements and shall have the right to immediately accelerate the entire unpaid balance of the Loan and any and all other amounts then owing hereunder. Upon an Event of Default, the principal amount outstanding of the Loan shall thereafter accrue interest at the Default Rate. The Default Rate shall equal the Note Rate plus three percent (3%) per annum. No delay on the part of the Lender in exercising any of its options, powers or rights, or any partial or single exercise thereof, shall constitute a waiver thereof. The options, powers and rights of the Lender specified herein are in addition to those otherwise arising under applicable law. If an Event of Default shall occur hereunder, the Borrower shall pay the costs of collection, including reasonable attorneys’ fees, incurred by the holder in the enforcement hereof.

6. Miscellaneous.

(a) The Borrower hereby waives presentment, demand, notice of dishonor and notice of nonpayment of this Note.

(b) This Note shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules thereof.

In Witness Whereof, the undersigned has executed this Master Promissory Note as of the date first set forth above.