EXHIBIT 10.L
BUCKS COUNTY BANK AND TRUST COMPANY
DEMAND NOTE
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November 7, 1994
INTENDING TO BE LEGALLY BOUND, and for value received, the
undersigned corporation ("Borrower") agrees as follows:
1. Obligation - Payment Schedule.
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Borrower promises to pay to the order of BUCKS COUNTY BANK AND
TRUST COMPANY ("Lender"), on demand, at any of its banking offices, the
sum of $5,000,000.00 or, if less, the aggregate unpaid amount advanced by
Lender to Borrower pursuant to the Line of Credit Agreement, and further
agrees to pay interest monthly on the unpaid balance of principal at a per
annum rate equivalent to one-half percent (1/2%) in excess of the rate
announced by Lender as its "prime rate", as adjusted from time to time.
The term "prime rate" is used merely as a pricing index and is not, and
should not be considered to represent, the lowest or best interest rate
available to any borrower. Interest payments shall commence when billed
by Xxxxxx.
2. Late Charge.
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If any payment which is to be made hereunder is not paid within
fifteen (15) days after the date when due, the Borrower shall pay to the
Lender a late charge of five cents ($0.05) for each dollar which is so
overdue for the purpose of defraying the expense incident to handling such
delinquency. This provision shall not be deemed to affect or lengthen the
time to cure any default hereunder.
3. Set-off.
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As security for the payment of this Note and any renewal,
extension or modification of this Note and for the due payment of any and
all other obligations, direct or indirect, due or to become due, now
existing or hereafter contracted, of Borrower, Borrower agrees that Lender
shall have a lien upon and a security interest in and a right of set-off
against any and all present, future and after-acquired funds, monies,
balances, stocks, bonds, notes and other property at any time in the hands
of Lender in which Xxxxxxxx has an interest, except that Lender shall have
no right of set-off against, no lien upon or security interest in any IRA
or any other retirement account which is deemed distributed if pledged as
collateral under applicable law.
4. Default.
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This is a demand loan. Xxxxxx has the right to demand repayment
of this loan at any time. In addition, upon the happening of any of the
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following events, each of which shall constitute a default hereunder, all
liabilities of Borrower to Lender, at the option of Lender, shall become
immediately due and payable:
(a) Failure of Borrower to pay the principal or interest on
this Note when due or on any renewal, extension or other modification of
this Note or failure to pay when due any interest or installment on any
other obligation of any nature whatsoever owing to Lender if such failure
is not cured within fifteen (15) days after notice is given by Lender to
Borrower;
(b) Failure of Borrower to perform any obligation owing to
Lender under this Note or any agreement with Lender not cured within
thirty (30) days after notice thereof is given by Lender to Borrower or
material breach of any representation, warranty, covenant or agreement
herein contained or contained in any other agreement now or hereafter
entered into between Borrower and Lender;
(c) The filing of bankruptcy, receivership or insolvency
proceedings of any kind by or against Xxxxxxxx, the making by Borrower of
an assignment for the benefit of creditors or the suspension of business
by Xxxxxxxx;
(d) The entry of a judgment in excess of $25,000.00 against
Xxxxxxxx;
(e) The issuance of any writs of attachment or execution
against Xxxxxxxx on account of judgment in excess of $25,000.00;
(f) The dissolution, merger, consolidation or reorganization of
Borrower corporation;
(g) The furnishing of materially false information heretofore
or hereafter by Borrower to Lender or the refusal by Borrower to provide
material information hereafter;
(h) Any change in the financial condition of Borrower or any
surety which causes Lender in good faith to believe that performance of
the obligations herein is impaired in any material respect or doubtful;
(i) The guarantee of any surety ceases to be effective for any
reason other than the termination of such guarantee by its terms;
(j) Any change occurs in the control of Borrower unless the new
control person(s) are reasonably satisfactory to Lender.
5. Remedies Upon Default.
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Should any event of default occur and not be cured in accordance
with Paragraph 4,
(a) The entire unpaid balance of the principal sum with
interest accrued thereon at the rates hereinbefore specified to the date
of said default, and thereafter at the rate of 2% above the rate extent on
the date of default and all other sums due by Borrower hereunder or under
the Loan Agreement, shall, at the option of Lender, and without notice to
Borrower, become due and payable immediately.
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(b) Lender may forthwith appropriate and apply on account of
the amount payable hereunder, any and all funds, monies, or sums deposited
with Lender to the credit of Borrower, or liquidate and sell any
collateral in the hands of Lender in which Borrower has an interest,
except that Lender shall have no power to appropriate or liquidate any IRA
or any other retirement account which is deemed distributed if pledged as
collateral under applicable law.
(c) In addition, Lender may attach, levy or execute upon and
sell any other assets of Borrower and exercise any other rights or
remedies available to Lender under the Uniform Commercial Code, any other
applicable law, or under the Loan Agreement or any collateral or security
documents executed by Borrower or any surety in accordance with the Loan
Agreement.
(d) Following the date of any default, interest at the above-
stated rate shall accrue and compound on the principal balance due and on
all interest, charges, assessments, costs and fees then or thereafter due
hereunder. In such case, Xxxxxx may also recover all costs of suit and
other expenses in connection therewith (including, but not limited to,
costs and attorney fees incurred in any insolvency or bankruptcy
proceeding, or any negotiations related thereto, involving Borrower or any
other person or entity if such proceedings shall in any way jeopardize
Lender's security or collateral or in any way limit or impair Lender's
ability to enforce a claim against any security or collateral provided for
this Note), and also a reasonable attorneys' fee for collection.
6. Remedies Cumulative.
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The rights and remedies of Lender as provided in this Note shall
be cumulative and concurrent and may be pursued separately, successively
or together against Borrower at the sole discretion of Lender and may be
exercised as often as occasion therefore shall arise. Borrower hereby
waives presentment for payment, demand, protest, notice of protest and
dishonor and all other notices or demands in connection with the delivery,
acceptance, performance, default or enforcement of this Note. The
liability of Borrower hereunder shall be unconditional without regard to
the liability of any other party and shall not be in any manner affected
by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Xxxxxx. Lender shall not by any act or
omission or under any circumstances be deemed to have waived any of its
rights other than any rights waived by Xxxxxx in writing. Any reference
herein to Borrower shall be deemed to refer to and be applicable to each
signer separately as well as all of them jointly. If this Note shall be
paid by any Borrower, Xxxxxx may surrender this Note and all security
pledged with it to the one so paying. Lender is hereby authorized,
without further notice, to obtain the signature of additional co-makers
and to date this Note as of the date on which the loan is made.
7. Confession of Judgment.
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(a) UPON THE OCCURRENCE OF ANY DEFAULT WHICH IS NOT CURED
WITHIN THE APPLICABLE GRACE PERIOD, BORROWER HEREBY AUTHORIZES AND
EMPOWERS THE PROTHONOTARY OR CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD
TO APPEAR FOR AND CONFESS JUDGMENT THEREIN AGAINST XXXXXXXX, WITH OR
WITHOUT DECLARATION FILED OR ANY OF THEM FOR THE AMOUNT WHICH FROM THE
FACE HEREOF MAY APPEAR TO BE DUE HEREIN, PLUS REASONABLE ATTORNEYS' FEES.
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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, AS OFTEN AS LENDER SHALL DEEM NECESSARY
AND DESIRABLE, AND THIS NOTE SHALL BE SUFFICIENT WARRANT.
(b) Borrower acknowledges that the full legal significance of
the confession of judgment clause contained in Paragraph 7(a) above has
been carefully examined by Xxxxxxxx and Xxxxxxxx does hereby acknowledge
that Xxxxxxxx has signed this Note, KNOWINGLY, VOLUNTARILY and
UNDERSTANDINGLY, and with knowledge that, Lender may cause judgment to be
confessed against Borrower with or without default, and upon any default
in the obligations of Borrower, may cause execution to issue and as the
result, there may be a judicial sale of real, personal or mixed property
belonging to Xxxxxxxx. Xxxxxxxx has access to legal counsel and waives
any rights to have a more detailed explanation of Xxxxxxxx's legal rights
under this Note and of the effect of the confession of judgment clause.
"Borrower" NUCLEAR RESEARCH CORPORATION
By: /s/ Xxxx Xxxxxxx (SEAL)
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Attest: /s/ Xxxxxx Xxxxxx (SEAL)
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