EXHIBIT 10.19
DEMAND NOTE
$12,000,000 Philadelphia, Pennsylvania
February 25, 1997
The undersigned hereby promises to pay to the order of CoreStates Bank,
N.A. ("Lender") the principal sum of TWELVE MILLION DOLLARS ($12,000,000), or,
if less, the unpaid balance of the Demand Line (as such term is defined in the
Loan Agreement hereinafter mentioned), ON DEMAND and at such other times as set
forth in the Loan Agreement, together with interest at the rates and times
provided in the Loan Agreement.
All such principal and interest shall be payable in lawful money of the
United States of America in immediately available funds at Xxxxxx's principal
office in Philadelphia, Pennsylvania, or at such other place as the Lender shall
specify from time to time.
The undersigned hereby waives presentment, demand for payment, notice of
dishonor or acceleration, protest and notice of protest and any and all other
notices or demands in connection with the delivery, acceptance, performance,
default or enforcement of this Demand Note, except any notice requirements set
forth in the Loan Agreement.
This is the Demand Note mentioned in, and is entitled to the benefits of,
the Loan Agreement.
This Demand Note is issued in order to amend, restate and evidence, and to
be a substitute for, but not to be a payment, satisfaction or cancellation of,
that certain Master Demand Note dated February 13, 1997 by the undersigned in
favor of Xxxxxx in the original principal amount of $8,250,000 (the "Original
Note"). The substitution of this Demand Note for the Original Note does not
extinguish the indebtedness evidenced by the Original Note and such indebtedness
is continuing.
XXXXXXXX HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF
RECORD UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT TO APPEAR FOR AND CONFESS
JUDGMENT AGAINST BORROWER FOR SUCH SUMS AS SHALL HAVE BECOME DUE UNDER THIS
DEMAND NOTE OR THE LOAN AGREEMENT, IN EITHER CASE WITH OR WITHOUT DECLARATION,
WITH COSTS OF SUIT, WITHOUT STAY OF EXECUTION AND WITH THE GREATER OF FIVE
PERCENT (5%) OF SUCH SUMS OR $3,000 ADDED AS A REASONABLE ATTORNEY'S FEE FOR
COLLECTION. BORROWER HEREBY WAIVES THE RIGHT OF INQUISITION ON ANY REAL ESTATE
LEVIED ON, VOLUNTARILY CONDEMNS THE SAME, AUTHORIZES THE PROTHONOTARY OR CLERK
TO ENTER UPON THE
WRIT OF EXECUTION SAID VOLUNTARY CONDEMNATION AND AGREES THAT SAID REAL ESTATE
MAY BE SOLD ON A WRIT OF EXECUTION; AND ALSO WAIVES AND RELEASES ALL RELIEF FROM
ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAW OF ANY STATE NOW IN FORCE OR
HEREAFTER ENACTED. XXXXXXXX ALSO HEREBY WAIVES ITS RIGHT TO OBJECT TO AND
RELEASES ALL PROCEDURAL ERRORS IN SUCH PROCEEDINGS. IF A COPY OF THIS AGREEMENT,
VERIFIED BY AFFIDAVIT LENDER OR SOMEONE ON BEHALF OF LENDER, SHALL HAVE BEEN
FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL AGREEMENT
AS A WARRANT OF ATTORNEY. THE AUTHORITY AND POWER TO APPEAR FOR AND ENTER
JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE
THEREOF, AND THE SAME MAY BE EXERCISED FROM TIME TO TIME AND AS OFTEN AS LENDER
SHALL DEEM NECESSARY OR DESIRABLE AND THIS AGREEMENT SHALL BE A SUFFICIENT
WARRANT.
IN WITNESS WHEREOF the undersigned, by its duly authorized officers,
executes this Demand Note on the day and year first above written.
(Corporate Seal) DIPLOMAT AMBASSADOR, INC.
Attest:
By /s/ Xxxxx Xxxxxxx
/s/ Xxxx Xxxxxxx ----------------------------
-------------------------- Title: President
Secretary ------------------------
