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Exhibit A
PROMISSORY NOTE
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$22,960,575 July 28, 2000
1. Principal Amount. For value received, Scott J. Bakal, Trustee of the
Casty Grantor Subtrust (the "Maker"), promises to pay to the order of LEE S.
CASTY ("Payee"), the principal amount of Twenty Two Million, Nine Hundred Sixty
Thousand, Five Hundred and Seventy-Five Dollars ($22,960,575) upon the terms and
conditions herein contained.
2. Interest. Maker shall pay interest annually commencing on the first
anniversary hereof on the unpaid principal amount hereof from the date hereof
until such unpaid principal amount is paid in full at the per annum rate of Six
and 20/100 Percent (6.20%).
3. Payments. The principal amount hereof, together with all accrued but
unpaid interest thereon, shall be due and payable in one lump-sum on the
twentieth anniversary of the date hereof. During the term hereof on each
anniversary of the date hereof, Maker shall pay to Payee all unpaid interest
accrued hereunder through such date. All payments of principal and interest in
respect of this Note shall be made in lawful money of the United States of
America and delivered to Payee on the date due at 707 Skokie Blvd., Northbrook,
IL 60062 or at such other place as the holder hereof may from time to time
designate in writing. All payments made hereunder first shall be applied against
any costs associated with collection of amounts due hereunder, then against
interest and then against principal. Until notified in writing of the transfer
of this Note, Maker shall be entitled to deem Payee, or such person who has been
so identified by Payee in writing to Maker as the holder of this Note, as the
owner and holder of this Note. Whenever any payment on this Note shall be stated
to be due on a day which is not a business day, such payment shall be made on
the next succeeding business day and such extension of time shall be included in
the computation of the payment of interest on this Note.
4. Post Maturity Interest; Computation of Interest. Any amount of
principal and/or interest hereof which is not paid when due, whether at stated
maturity, by acceleration or otherwise, shall bear interest from the date when
due until said principal and/or interest amount is paid in full, payable on
demand, at an interest rate which is three percent (3%) per annum in excess of
the rate of interest otherwise payable under this Note; provided, however, that
Maker shall never be required to pay interest on this Note at a rate in excess
of the maximum interest that may be lawfully charged under the laws of any
applicable jurisdiction. Interest shall be computed on the basis of a year of
365 days or the actual number of days elapsed.
5. Purchase Agreement. This Note is being executed pursuant to that
certain Stock Purchase Agreement (the "Purchase Agreement") dated as of July 12,
2000, between Maker and Payee, pursuant to which Maker is purchasing from Payee
certain shares of Payee in IFX Corporation, Inc., a Delaware corporation
("Shares"), upon the terms and subject to the conditions contained therein.
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6. Prepayment.
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6.1 Voluntary Prepayment. Maker may prepay this Note, in whole or in
part, with accrued interest to the date of such prepayment.
6.2 No Premium or Penalty. There shall be no premium or penalty on
any prepayment of this Note pursuant to this Section 6.
7. Security. Maker's obligations under this Note shall be secured by
maker's pledge to payee of the Shares pursuant to that certain Pledge Agreement
between Maker and Payee.
8. Events of Default. The occurrence of any one or more of the following
events shall constitute an event of default ("Event of Default") hereunder:
(a) Maker shall fail to pay any principal or interest on this Note
when due, whether at maturity, by acceleration or otherwise, and such
failure shall continue for five (5) business days after the date due;
(b) any representation or warranty of Maker contained in the Purchase
Agreement shall be false as of the date given; or
(c) Maker shall (i) file any proceeding in bankruptcy or
reorganization, (ii) make an assignment for the benefit of creditors or
(iii) fail to vacate, discharge or dismiss within thirty (30) days of its
initiation either (x) the filing of a proceeding in bankruptcy against it
or (y) the appointment of a receiver or trustee for all or any part of
Maker's assets or property.
9. Remedies. Upon or at any time after the occurrence of an Event of
Default, this Note shall, at the option of Payee, become due and payable
forthwith, without presentment, demand, notice or protest of any kind, all of
which are hereby expressly waived by Maker, and Payee shall have all other
rights and remedies otherwise available hereunder and under applicable law.
10. Miscellaneous Provisions.
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10.1 Transfer of Note. Payee may transfer this Note to any transferee
and such transferee shall thereupon become vested with all the powers and
rights herein given to Payee with respect hereto.
10.2 Applicable Law. Maker agrees that this Note shall be deemed to
have been made under and shall be governed by, and construed in accordance
with, the laws of the State of Illinois (without regard to its conflicts of
law rules) in all respects, including, without limitation, matters of
construction, validity and performance, and that none of its terms or
provisions may be waived, altered, modified or amended except as Payee may
consent thereto in a writing duly signed by it.
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10.3 Expenses. If this Note is placed in the hands of an attorney for
collection after default or maturity, or is collected by legal proceedings
of any kind, Maker shall pay all costs of collection, including reasonable
attorneys' fees.
10.4 Notices. Unless otherwise specifically provided herein, any
notice or other communication herein required or permitted to be given
shall be in writing and may be personally served, telecopied or sent by
either overnight courier or United States mail and shall be deemed to have
been given when delivered in person, upon transmission and receipt of
confirmed answerback if sent by telecopy, upon receipt if sent via
overnight courier or three (3) business days after deposit in the United
States mail, registered or certified, with postage prepaid and properly
addressed. For the purpose hereof, the addresses of the parties hereto
(until notice of a change thereof is delivered as provided in this Section
9.4) shall be, in the case of Payee, the address set forth in Section 3
hereof and, in the case of Maker, Casty Grantor Subtrust, c/o Scott J.
Bakal, Trustee, Neal, Gerber & Eisenberg, Two North LaSalle Street, Suite
2200, Chicago, Illinois 60602.
10.5 Headings. The headings, titles and subtitles herein are inserted
for convenience of reference only and are to be ignored in any construction
of the provisions hereof.
10.6 Trustee Liability. This Note to the extent executed by any
person or entity in his or her capacity as trustee or co-trustee of a
trust, is executed by such person or entity solely as such trustee and not
in an individual capacity. The execution by such person or entity of this
Note in his or her capacity as trustee or co-trustee shall not create any
liability on, or require the performance of any covenant by, any such
trustee individually nor subject the individual property of any trustee to
any liability.
IN WITNESS WHEREOF, Maker has executed and delivered this Note on the day
and year first above written.
MAKER:
CASTY GRANTOR SUBTRUST
By: /s/ Scott J. Bakal
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Scott J. Bakal, Trustee
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