Exhibit 10.37
NOTE
Philadelphia, Pennsylvania
Dated: September 25, 1997
$1,000,000.00
FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND, the undersigned
("Borrower") hereby promises to pay to the order of CORESTATES BANK, N.A.
("Bank"), the principal sum of One Million Dollars ($1,000,000.00), together
with interest thereon upon the following terms:
26. Term Note. This Note is the "Term Note" as defined in that certain
Loan Agreement of even date herewith among Borrower and Bank (such Loan
Agreement, as the same may be amended, supplemented or restated from time to
time, being the "Loan Agreement") and, as such, shall be construed in accordance
with all terms and conditions thereof. Capitalized terms not defined herein
shall have such meaning as provided in the Loan Agreement. This Note is entitled
to all the rights and remedies provided in the Loan Agreement and the Loan
Documents and is secured by all collateral as described therein.
27. Interest Rate. Interest on the unpaid principal balance hereof will
accrue from the date of advance until final payment thereof at a rate per annum
which is one-half of one percent (1/2 of 1%) in excess of the Prime Rate in
effect from time to time (such interest rate to change immediately upon any
change in the Prime Rate).
28. Default Interest. Interest will accrue on the outstanding principal
amount hereof following the occurrence of an Event of Default or the final
maturity date hereof, until paid at the Default Rate.
29. Post Judgment Interest. Any judgment obtained for sums due
hereunder or under the Loan Documents will accrue interest at the Default Rate
until paid.
30. Computation. Interest will be computed on the basis of a year of
three hundred sixty (360) days and paid for the actual number of days elapsed.
31. Principal and Interest Payments on the Term Loan. Principal and
accrued interest thereon is due and payable in forty-seven (47) equal and
consecutive monthly installments of Twenty Thousand Eight Hundred Thirty-Three
Dollars and Thirty-Three Cents ($20,833.33) each, plus interest, on the first
day of each calendar month commencing on October 1, 1997 and in one final
payment of the remaining principal balance plus all accrued
and unpaid interest thereon on September 1, 2001. Notwithstanding the foregoing
payment schedule, the proceeds of any stock or equity offering initiated by
Borrower during the term of this Note shall be applied against the principal
balance of the Term Loan and any then outstanding Permitted Out-of-Formula
Advances, together with any accrued interest due thereon, shall be due and
payable in full, in inverse order of maturity.
32. Place of Payment. Principal and interest hereunder shall be payable
as provided in the Loan Agreement, or at such other place as Bank, from time to
time, may designate in writing.
33. Default; Remedies. Upon the occurrence of an Event of Default,
Bank, at its option and without notice to Borrower, may declare immediately due
and payable the entire unpaid balance of principal and all other sums due by
Borrower hereunder and under the other Loan Documents, together with interest
accrued thereon at the applicable rate specified above to the date of the Event
of Default and thereafter at the Default Rate. Payment thereof may be enforced
and recovered in whole or in part at any time and from time to time by one or
more of the remedies provided to Bank in this Note or in the Loan Documents or
as otherwise provided at law or in equity, all of which remedies are cumulative
and concurrent.
34. Waivers. Borrower and all endorsers hereby, jointly and severally,
waive presentment for payment, demand, notice of demand, notice of nonpayment or
dishonor, protest and notice of protest of this Note, and all other notices in
connection with the delivery, acceptance, performance, default or enforcement of
the payment of this Note.
35. Miscellaneous. If any provisions of this Note shall be held invalid
or unenforceable, such invalidity or unenforceability shall not affect any other
provision hereof. This Note has been delivered in and shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania
without regard to the law of conflicts. This Note shall be binding upon Borrower
and upon Borrower's successors and assigns and shall benefit Bank and its
successors and assigns. The prompt and faithful performance of all of Borrower's
obligations hereunder, including without limitation, time of payment, is of the
essence of this Note.
36. CONFESSION OF JUDGMENT. BORROWER HEREBY AUTHORIZES AND EMPOWERS ANY
ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF
PENNSYLVANIA, OR IN ANY OTHER JURISDICTION WHICH PERMITS THE ENTRY OF JUDGMENT
BY CONFESSION, TO APPEAR FOR BORROWER AT ANY TIME AFTER THE OCCURRENCE OF AN
EVENT OF DEFAULT UNDER THE LOAN AGREEMENT IN ANY ACTION BROUGHT AGAINST BORROWER
ON THIS NOTE OR THE LOAN DOCUMENTS AT THE SUIT OF BANK, WITH OR WITHOUT
COMPLAINT OR DECLARATION FILED, WITHOUT STAY OF EXECUTION, AS OF ANY TERM OR
TIME, AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE
UNPAID OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AND ALL OTHER SUMS TO BE PAID
BY BORROWER TO OR ON BEHALF OF BANK PURSUANT TO THE TERMS HEREOF OR OF THE LOAN
DOCUMENTS AND ALL ARREARAGES OF INTEREST THEREON, TOGETHER WITH ALL COSTS AND
OTHER EXPENSES AND AN ATTORNEY'S COLLECTION COMMISSION OF
FIFTEEN PERCENT (15%) OF THE AGGREGATE AMOUNT OF THE FOREGOING SUMS, BUT IN NO
EVENT LESS THAN $5,000.00; AND FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED
BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE AUTHORITY GRANTED HEREIN TO
CONFESS JUDGMENT SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF BUT SHALL
CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL THE
AMOUNTS DUE HEREUNDER. BORROWER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY
COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS NOTE AND THAT IT
KNOWINGLY WAIVES ITS RIGHT TO BE HEARD PRIOR TO THE ENTRY OF SUCH JUDGMENT AND
UNDERSTANDS THAT, UPON SUCH ENTRY, SUCH JUDGMENT SHALL BECOME A LIEN ON ALL REAL
PROPERTY OF BORROWER IN THE COUNTY WHERE SUCH JUDGMENT IS ENTERED AND THAT
EXECUTION MAY IMMEDIATELY BE ISSUED ON THE JUDGMENT TO GARNISH, LEVY ON OR
ATTACH ANY PERSONAL PROPERTY OF BORROWER.
IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has
caused this Note to be duly executed the day and year first above written.
CECO FILTERS, INC.
By:/s/ Xxxxx X. Xxxx
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Xxxxxx X. Xxxx, President