EXHIBIT A
PROMISSORY NOTE
$393,432 New York, New York
Date: August ___, 1997
FOR VALUE RECEIVED, XXXXXX XXXXXX ("Borrower") promises to pay to MERCHANTS
T & F, INC., a New York corporation ("Lender"), in one or more payments within
one year from the date of this Agreement (the "Maturity Date"), the principal
sum of THREE HUNDRED NINETY THREE THOUSAND FOUR HUNDRED THIRTY TWO DOLLARS
($393,432), with EIGHT percent (8%) interest.
Prepayment. Borrower shall have the right to prepay this Note at any time
and from time to time in whole or in part without penalty.
Late Fee. Upon default in the payment of the balance on the Maturity Date,
Borrower shall pay to Lender upon demand, in addition to all the other amounts
payable hereunder, a late charge equal to two percent of the amount so overdue
(but in no event higher than the maximum allowed by New York law).
Accleration Upon Default. Each of the following shall be deemed an "Event
of Default":
A. If one of the following acts of insolvency occurs with respect to
Borrower or the property of Borrower:
insolvency; assignment for the benefit of creditors or calling of a
meeting of creditors preliminary thereto; appointment of a receiver,
conservator, rehabilitator or similar officer for Borrower or any
material portion of the property of Borrower, which appointment shall
not be removed within 30 days after the appointment; the issuance of
any attachment against any material portion of the property of
Borrower, which shall not be removed or bonded within 30 days of such
issuance; or the taking of possession of, or assumption of control
over, all or any substantial part of the property of Borrower by the
United States Government, foreign government (de facto or de jure) or
any agency thereof; the filing of a voluntary petition in Bankruptcy
by Xxxxxxxx; or the commencement of any proceeding by Borrower under
any bankruptcy or debtor's law (or similar law analogous in purpose or
effect) for the relief or reorganization of Borrower or for
composition, extension, arrangement or readjustment of any of the
obligations of Borrower; or the filing of any involuntary petition in
bankruptcy against Borrower, which filing is not dismissed within 60
days of such
filing.
B. If a judgement is entered or a tax lien filed against Borrower or the
property of Borrower which is not paid or bonded on or before the 30th
day following the entry of judgement or filing of lien.
C. If Borrower fails to collect, remit or pay any tax assessment,
withholding or deficiency on or before the 30th day following the due
date.
D. The dissolution of Borrower.
Upon an Event of Default, the entire principal balance of this Note then
remaining unpaid, together with any late charges thereon, shall, at the option
of Lender, become immediately due and payable, without demand or notice,
together with all costs of collection, including reasonable attorney's fees.
Failure to exercise this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default or breach.
Waiver; Indulgence. All parties now or hereafter liable for payment of any
of the indebtedness evidenced by this Note, by executing and endorsing this Note
or by entering into or executing any agreement to pay any indebtedness hereby
evidenced: (a) agree to waive presentment for payment, demand, notice, protest
and diligence in collection or bringing suit; and (b) agree that Lender shall
have the right, without notice and without in any way affecting the liability of
Borrower, to (i) accept partial payment, (ii) exchange or release security or
collateral, (iii) deal in any way at any time with any parties liable for the
indebtedness evidenced by the Note, or (iv) grant us to any party any extensions
of time for payment of any said indebtedness or any other indulgences or
forebearances whatsoever.
Severability. If any provision of this Note shall be deemed by court having
jurisdiction thereon invalid or unenforceable, the balance of this Note shall
remain in effect; if any provision of this Note is deemed by any such court to
be unenforceable because such provision is too broad in scope, such provision
shall be construed to be limited in scope to the extent such court deems
necessary to make it enforceable; and if any provision is deemed inapplicable by
any such court to any person or circumstance, it shall nevertheless be construed
to apply to all other persons and circumstances.
Governing Law; Effect. This document shall be governed by and construed in
accordance with the substantive law of the State of New York, without giving
effect to the conflicts or choice of law provisions of New York or any other
jurisdiction, and shall have the effect of a sealed instrument.
BORROWER:
/s/ Xxxxxx Xxxxxx
-----------------------
Xxxxxx Xxxxxx
PAYEE:
MERCHANTS T & F,
By: /s/ Xxxxxx Xxxxxxxx
-------------------
Date: 8/28/97
EXHIBIT "A"
PROMISSORY NOTE
$393,432.00
New York, New York
August 1, 1997
THE UNDERSIGNED hereby promises to pay to the order of Merchants T&F, Inc.,
a New York corporation at 000 Xxxxx Xxxxxx, Xxxx 0xX, Xxx Xxxx, XX 00000, or at
such other place as the holder hereof may designate in writing, the sum of three
hundred ninety-three thousand four hundred thirty-two dollars ($393,432.00),
with interest thereon at the rate of eight percent (8%) per annum, payable as
follows: Principal and interest on or before July 31, 1998.
Prepayment of this note with interest to date of payment may be made at any
time without penalty.
If default is made in the payment when due of any part or installment of
interest, then the whole sum of principal and interest shall become immediately
due and payable at the option of the payee, without notice.
In the event of commencement of suit to enforce payment of this note, the
undersigned agree to pay such additional sum as attorney's fees as the court may
adjudge reasonable.
/s/ Xxxxxx X. Xxxxxx
-----------------------
Xxxxxx X. Xxxxxx
