NOTE
$300,000.00 Willingboro, New Jersey
October 31, 1995
FOR VALUE RECEIVED, the undersigned, ATC ENVIRONMENTAL INC., a
Delaware corporation (the "Purchaser"), hereby PROMISES TO PAY to the order of
HILL INTERNATIONAL, INC., a Delaware corporation (the "Seller"), at the office
of the Seller at One Xxxxxx Parkway, Willingboro, New Jersey 08046, or at such
other place as the holder of this Note 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 THREE HUNDRED THOUSAND DOLLARS
($300,000.00), together with simple interest on the unpaid principal amount of
this Note outstanding from time to time from the date hereof at the rate of
EIGHT POINT SEVEN FIVE PERCENT (8.75%) per annum. The unpaid principal plus all
accrued and unpaid interest thereon evidenced hereby shall be payable in full on
April 30, 1996.
The principal of this Note and all accrued interest hereon may be
prepaid in whole or in part at any time or from time to time without penalty or
premium. 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 during such extension.
The Purchaser's obligation to make payment hereunder is subject to
setoff pursuant to and in accordance with the terms of that certain Asset
Purchase Agreement, dated the date hereof, between the Seller and the Purchaser.
If suit is brought to collect or enforce this Note, the holder hereof
shall be entitled to collect all reasonable costs and expenses of suit
including, without limitation, reasonable attorneys' fees.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by the Purchaser.
This Note may be sold, transferred, pledged, hypothecated or assigned
by the holder hereof without any restriction of any kind. All of the terms and
conditions of this Note shall be binding upon, inure to the benefit of and be
enforceable by each of the parties hereto and their respective legal
representatives, successors and assigns.
No failure to exercise or delay in exercising any right, power or
remedy with respect to this Note shall constitute a waiver hereof or preclude
the exercise of any right, power or remedy hereunder.
This Note may not be varied, amended or modified except in a writing
signed by the Purchaser and the holder hereof.
This Note has been executed, delivered and accepted at Willingboro,
New Jersey and shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New Jersey.
ATC ENVIRONMENTAL INC.
By: /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
Senior Vice President
