EXHIBIT 10-1
REVOLVING DEMAND NOTE
$1,500,000.000 October 20, 1999 Boston, Massachusetts
ON DEMAND, for value received, the undersigned, ASA International Ltd. and
ASA International Ventures, Inc. (hereinafter, collectively, the "Borrower"),
jointly and severally, promise to pay to Eastern Bank ("Bank"), or order, the
principal sum of One Million Five Hundred Thousand ($1,500,000.00) Dollars, or
if less, such amount as may be the aggregate unpaid principal amount of all
loans or advances made by the Bank to the Borrower, together with interest from
the date of the Bank's first advance to the Borrower on the aggregate unpaid
principal balance from time to time outstanding.
The aggregate principal balance outstanding shall bear interest (computed
on the basis of the actual number of days elapsed over a year of 360 days)
thereon at a per annum rate equal to one-half of one (.50%) percent per annum
below the rate from time to time announced and made effective by the Bank as its
Base Rate, payable monthly in arrears on the first business day of each month,
commencing on the first of such dates next succeeding the date hereof. Each
change in the rate of interest payable hereon shall be effective on the date of
any change in such Base Rate.
The term "Base Rate" as used herein and in any supplement and amendment
hereto shall mean the rate of interest announced from time to time by Bank, at
its head office, as its Base Rate, it being understood that such rate is a
reference rate and not necessarily the lowest rate of interest charged by the
Bank.
This Note is a revolving note and, subject to the foregoing, the Borrower
may, at its option, at any time prior to demand borrow, pay, prepay and reborrow
hereunder, all in accordance with the provisions hereof; provided, however, that
the principal balance outstanding shall at no time exceed the face amount of the
Note.
This Note represents indebtedness for one or more loans made by the Bank to
the Borrower pursuant to a Demand Loan and Security Agreement (All Assets) of
even date herewith (the "Agreement") and the holder of this Note is entitled to
all of the benefits and rights of the Bank under the Agreement.
In addition to the payment of interest as provided above, the Borrower
shall, from and after the date of demand for payment of this Note, pay to the
holder of this Note interest, payable on demand, at a rate per annum of three
(3%) percent in excess of the rate of interest then being charged to the
Borrower.
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Any deposits or other sums at any time credited by or due from the Bank to
the Borrower or any guarantor hereof, and any securities or other property of
the Borrower or any such guarantor, in the possession of the Bank, may at any
and all times be held and treated as security for the payment of the liabilities
hereunder; and the Bank may apply or set off such deposits or other sums, at any
time, and without notice to the Borrower or to any such guarantor, against any
of such liabilities, whether or not the same have matured, and whether or not
other collateral is available to the Bank.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. The
Borrower and every other maker and every endorser or guarantor of this Note,
regardless of the time, order or place of signing, waives presentment, demand,
protest and notices of every kind and assents to any extension or postponement
of the time of payment or any other indulgence, to any substitution, exchange or
release of collateral, and to the addition or release of any other party or
person primarily or secondarily liable.
The Borrower agrees to pay all costs of collection of the principal of and
interest on this Note; including, without limitation, reasonable attorneys'
fees.
This Note is secured pursuant to the terms of the Agreement.
BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT IT MAY HAVE OR HEREAFTER HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE. Borrower
hereby certifies that neither Bank nor any of its representatives, agents or
counsel has represented, expressly or otherwise, that Bank would not, in the
event of any such suit, action or proceeding, seek to enforce this waiver of
right to trial by jury. Borrower acknowledges that Bank has been induced to make
revolving loans to Borrower by, among other things, this waiver. Borrower
acknowledges that it has read the provisions of this Note and in particular,
this section; has consulted legal counsel; understands the right it is granting
in this section and is waiving in this section in particular; and makes the
above waiver knowingly, voluntarily and intentionally.
Borrower and Bank agree that any action or proceeding to enforce or arising
out of this Note may be commenced in any court of the Commonwealth of
Massachusetts sitting in the counties of Suffolk, Norfolk or Middlesex, or in
the District Court of the United States for the District of Massachusetts, and
Xxxxxxxx waives personal service of process and agrees that a summons and
complaint commencing an action or proceeding in any such court shall be properly
served and confer personal jurisdiction if served by registered or certified
mail to Borrower, or as otherwise provided by the laws of the Commonwealth of
Massachusetts or the United States of America.
All rights and obligations hereunder shall be governed by the laws of the
Commonwealth of Massachusetts, and this Note shall be deemed to be under seal.
WITNESS: ASA INTERNATIONAL LTD.
/s/ Xxxxxxx X. Xxxxxxx By:/s/ Xxxxxxxx X. XxXxxxxx
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Vice President and Treasurer
ASA INTERNATIONAL VENTURES, INC.
/s/ Xxxxxxx X. Xxxxxxx By:/s/ Xxxxxxxx X. XxXxxxxx
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Vice President and Treasurer
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