Exhibit 4.15
DEMAND NOTE
-----------
$330,000.00
May 10, 2001
FOR VALUE RECEIVED, AP HOLDINGS INC., a Delaware Corporation, (the "Borrower"),
hereby promises to pay to Facto Capital LLC (the "Lender"), or its successors or
assigns, the principal sum of Three Hundred Thirty Thousand Dollars ($330,000)
on demand, and to pay interest on said principal amount, from the date hereof
until the payment of said principal amount, computed at a rate per annum which
shall be the Prime Lending Rate plus two and one-half percent (2.5%); provided
that if the Borrower fails to pay an amount of principal of, or interest on,
this Note when due, the Borrower agrees to pay interest on such overdue amount
at a rate per annum which shall be the Prime Lending Rate plus three and one-
half percent (3.5%). Interest shall accrue from and including the date hereof
to the date of repayment thereof and shall be payable at the time of any
prepayment as provided below, on demand. Interest will be computed on the basis
of a 360-day year of twelve 30-day months. For purposes of this Note, "Prime
Lending Rate" shall mean the rate of interest adopted by Christiania Bank OG
Kreditkasse ASA, acting through its New York branch from time to time as its
prime rate for extensions of credit in United States Dollars (which shall be a
base or reference rate and not necessarily the lowest rate offered by
Christiania Bank OG Kreditkasse ASA for commercial loans). Each change in any
interest rate hereunder based on the Prime Lending Rate shall take effect when
and as the Prime Lending Rate changes.
All payments of principal and interest on this Note shall be made in
United States Dollars.
The Borrower may prepay the principal of this Note, without premium or
penalty, in whole, but not in part, upon 3 days' prior written notice to the
holder of this Note. Prepayment hereunder shall be accompanied by accrued and
unpaid interest on the principal amount of this Note to the date of prepayment.
Should any action be instituted for the collection of this Note, the
reasonable costs and attorneys' fees therein of the holder shall be paid by the
Borrower.
The terms of this Note are subject to amendment only in writing signed
by the Borrower and the Lender.
The Borrower shall pay all reasonable out-of-pocket expenses incurred
by the Lender, including reasonable fees and disbursements of counsel for the
Lender in connection with this Note.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES. Any judicial proceeding brought, or any dispute, arising out of this
Note or any matter related hereto may be brought in the courts of the State of
New York or in the United States District Court for the Southern District of New
York, and, by execution and delivery of this Note, the Borrower accepts the
jurisdiction of said courts, and irrevocably agrees to be bound by any judgment
rendered thereby in connection with this Note. The foregoing consent to
jurisdiction shall not be deemed to confer rights on any person other than the
respective parties to this Note.
2
IN WITNESS WHEREOF, the Borrower has duly executed this Note as of the
date first written above.
AP HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director and Vice President
.
3
