TERM LOAN
PROMISSORY NOTE
$595,000.00 Princeton, New Jersey
June 1, 1998
FOR VALUE RECEIVED, the undersigned WINDSWEPT ENVIRONMENTAL GROUP, INC.,
TRADE-WINDS ENVIRONMENTAL RESTORATION, INC., NORTH ATLANTIC LABORATORIES, INC.
and NEW YORK TESTING LABORATORIES, INC. (individually and collectively
"Borrower") jointly and severally promise to pay to the order of BUSINESS
ALLIANCE CAPITAL CORPORATION (herein called "BACC") at 300 Xxxxxxxxx Xxxx,
Princeton, New Jersey 08543 or such other address as BACC may notify Borrower,
the sum of Five Hundred Ninety-Five Thousand and 00/100 ($595,000.00) Dollars,
together with interest as hereinafter provided. This note evidences a term loan
by BACC to Borrower under Paragraph 2.2 of the Loan and Security Agreement dated
June 1, 1998 between BACC and Borrower (said Agreement to amended or modified
from time to time the "Loan Agreement"). Capitalized terms not otherwise defined
herein have the meanings set forth in the Loan Agreement. The Loan Agreement is
incorporated herein as though fully set forth and Borrower acknowledges its
reading and execution. The principal amount due hereunder shall be paid to BACC
in twenty-three (23) equal consecutive monthly installments of Nine Thousand
Nine Hundred Sixteen and 67/100 ($9,916.67) Dollars each commencing on the first
(1st) day of July 1998 and continuing on the same day of each month thereafter
through and including May 1, 2000 and followed by a final installment on June 1,
2000 on which date the entire unpaid principal balance hereof and all accrued
and unpaid interest shall be due and payable. Notwithstanding the foregoing the
entire unpaid principal balance hereof and all accrued and unpaid interest shall
be due and payable on the Termination Date or as otherwise set forth in the Loan
Agreement.
On the first day of each month hereafter, Borrower shall pay BACC accrued
interest, computed on the basis of a 360 day year, for the actual number of days
elapsed, on the daily unpaid balance of the Advances, at the rate of three (3%)
percent per annum above the Prime Rate, in effect from time to time. If there is
a change in the Prime Rate, the rate of interest on the Advances shall be
changed accordingly as of the date of the change in the Prime Rate, without
notice to Borrower.
To secure the payment of this Note and the Obligations, the Borrower has
granted to BACC a security interest in and lien on the Collateral.
In addition to all remedies provided by law upon default on payment of this
Note, or upon an Event of Default, BACC may, at its option:
(1) Declare this Note and the Obligations immediately due and payable;
(2) Collect interest on this Note at the default rate set forth in the
Loan Agreement from the date of such default, and if this Note is
referred to an attorney for collection, collect reasonable attorneys'
fees; and
(3) Exercise any and all remedies provided for in the Loan Agreement.
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THE BORROWER WAIVES PRESENTMENT FOR PAYMENT, PROTEST AND NOTICE OF PROTEST
FOR NON-PAYMENT OF THIS NOTE AND TRIAL BY JURY IN ANY ACTION UNDER OR RELATING
TO THIS NOTE AND THE ADVANCES EVIDENCED HEREBY.
WINDSWEPT ENVIRONMENTAL GROUP, INC.
By: /s/ Xxxxxxx X'Xxxxxx
--------------------------------
Name: Xxxxxxx X'Xxxxxx
Title: President
TRADE-WIND ENVIRONMENTAL
RESTORATION, INC.
By: /s/ Xxxxxxx X'Xxxxxx
--------------------------------
Name: Xxxxxxx X'Xxxxxx
Title: President
NORTH ATLANTIC LABORATORIES, INC.
By: /s/ Xxxxxxx X'Xxxxxx
--------------------------------
Name: Xxxxxxx X'Xxxxxx
Title: Vice President
NEW YORK TESTING LABORATORIES, INC.
By: /s/ Xxxxxxx X'Xxxxxx
--------------------------------
Name: Xxxxxxx X'Xxxxxx
Title: Vice President
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