EXHIBIT 10.2
THIS NOTE SHALL NOT BE TRANSFERABLE BY THE HOLDER
WITHOUT THE ISSUANCE OF A REPLACEMENT NOTE
TERM PROMISSORY NOTE
$1,000,000.00 Chicago, Illinois
March 26, 1997
FOR VALUE RECEIVED, the undersigned, ARTRA GROUP Incorporated, a
Pennsylvania corporation, ("Borrower"), ▇▇▇▇▇▇ PROMISES TO PAY to the order of
STEPHALEX INTERNATIONAL, INC. a foreign corporation ("Lender"), at the address
of the Lender c/▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇, P.O. Box 1019, Melville, NY 11747, or
at such other place as Lender may designate from time to time in writing, in
lawful money of the United States of America and in immediately available funds,
the principal amount of ONE MILLION DOLLARS AND NO CENTS ($1,000,000.00) plus
interest, on the terms hereinafter provided.
Borrower promises to pay interest on the unpaid principal balance of
this Note, payable on the Maturity Date (as defined below), calculated at a rate
equal to twelve percent (12%) per annum. ▇▇▇▇▇▇▇▇ promises to pay to the Lender
on May 26, 1997 (the "Maturity Date"), the entire unpaid principal balance of
this Note plus all accrued and unpaid interest hereon.
All computations in interest shall be made by ▇▇▇▇▇▇ on the basis of a
three hundred sixty (360) day year in each case for the actual number of days
occurring in the period for which such interest is payable.
Borrower may prepay the obligations under this Note in full or in part,
without penalty, during the term of this Note.
If any payment on this Note becomes due and payable on a day other than
a Business Day, the maturity thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest thereon shall
be payable at a per annum rate equal to twelve percent (12%) during such
extension.
This Note may not be amended, modified or changed nor shall any waiver
of any of the provisions hereof be effective, except only by an instrument in
writing, signed by the party against whom enforcement of any waiver, amendment,
change, modification or discharge is sought.
The provisions of this Note shall be binding upon Borrower, its
successors and assigns, and shall inure to the benefit of and extend to the
Lender and any holder hereof.
Borrower hereby waives presentment for payment, notice of dishonor,
protest and notice of protest.
Each of the following shall constitute an event of default hereunder:
(a) Borrower shall fail to pay when due any principal or interest due on this
Note, and such failure shall not be fully cured within ten (10) business days
thereafter; (b) an Event of Default occurs under that certain Stock Pledge
Agreement, dated as of the date hereof, executed by Fill-Mor Holding, Inc., a
wholly owned subsidiary of Borrower, in favor of Lender.
Upon the occurrence of any Event of Default described hereunder, the
holder or holders of the Note by written notice to ▇▇▇▇▇▇▇▇, may declare the
unpaid principal amount of this Note to be, and the same shall forthwith become,
due and payable, together with the interest accrued thereon, in respect of such
principal amount, without presentment, demand, protest, or other notice or other
requirements of any kind, all of which are hereby expressly waived by the
Borrower and Borrower shall also be liable for all reasonable expenses
(including attorneys fees) incurred by ▇▇▇▇▇▇ in the enforcement of the terms of
this Note.
In no event whatsoever shall the amount of interest paid or agreed to
be paid to Lender pursuant to this Note exceed the highest lawful rate of
interest permissible under applicable law. If, from any circumstances
whatsoever, fulfillment of any provision of this Note shall involve exceeding
the lawful rate of interest which a court of competent jurisdiction may deem
applicable hereto, then ipso facto, the obligation to be fulfilled shall be
reduced to the highest rate of interest permissible under such law and if Lender
shall receive, as interest, an amount which would be deemed unlawful under such
applicable law, such interest shall be applied to the principal amount of this
Note (whether or not due and payable), and not to the payment of interest, or
refunded to Borrower if the Note has been paid in full.
This Note has been delivered at Chicago, Illinois and shall be construed
according to the laws of the State of Illinois, in which State it shall be
performed by the Borrower. The Borrower agrees that all legal actions or
proceedings in any manner or respect arising out of or related to this Note
shall be brought and litigated only in courts having situs in Cook County,
Illinois; and the Borrower hereby consents to and submits to the jurisdiction of
any local, state or federal court located within Cook County, and the Borrower
hereby waives any right the Borrower may have to transfer or change the venue of
any such legal action or proceeding.
The Borrower waives irrevocably the right to a trial by jury in any
action or proceeding to enforce or defend any rights under this Note or under
any amendment, instrument, document or agreement delivered or which may in the
future be delivered in connection herewith, and agrees that any such action or
proceeding shall be tried before a court and not before a jury.
ARTRA GROUP Incorporated
By: ______________________________
Title: ______________________________
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