DEMAND NOTE
Maker: Payee:
The JPM Company of Delaware, Inc. Xxxxxxxx Xxxxx Xx.
$1,000,000.00 November 12, 1998
FOR VALUE RECEIVED, and intending to be legally bound hereby, the undersigned,
their successors and assigns ("Maker"), promises to pay to the order of Xxxxxxxx
Xxxxx, Xx., his successors or assigns ("Payee"), the principal amount set forth
above together with: (i) interest at the rate of 8.75% commencing to accrue on
the date set forth above, (ii) each reasonable cost and expense incurred by
Payee in endeavoring to (a) collect any amount owing pursuant to this Note or
(b) preserve or exercise any right or remedy of Payee pursuant to this Note (the
foregoing amount collectively referred to herein as the "Loan") which Loan shall
be due and payable immediately upon demand by Payee at the offices of Payee,
located at Xxx Xxxxxxxxx 000, 00000-000 Xxx Xxxxx, Xxxxxx, or at such other
place as Payee may specify, in lawful money of the United States of America and
in immediately available funds.
Maker shall be in default hereunder, and the entire unpaid Loan amount shall be
immediately due and payable, upon the occurrence of any of the following events:
(a) the nonpayment when due of the Loan; (b) if Maker becomes insolvent or makes
an assignment, for the benefit of creditors or if any petition is filed by or
against Maker under any provision of any law or statute alleging that Maker is
insolvent or unable to pay debts as they mature; (c) if any case is commenced by
or against Maker pursuant to the United States Bankruptcy Code; (d) the entry of
any judgment against Maker or the issuing of any attachment or garnishment
against any property of Maker which remains undischarged for sixty (60) days.
This Agreement shall be governed by and construed in accordance with the
internal laws of the Commonwealth of Pennsylvania disregarding rules regarding
conflict of laws.
This Note may be prepaid in whole or in part, at any time, without penalty or
discount.
Payment is to be made absolutely and unconditionally, without defenses,
set-offs, recaptures, claims or counterclaims. Maker hereby waives presentment
for payment, notice of demand, notice of nonpayment or dishonor, protest, notice
of protest, and all other notices in connection with the delivery, acceptance,
performance, default or enforcement or payment of this Note.
IN THE EVENT OF FAILURE TO PAY WHEN DUE, MAKER, IN ADDITION TO ANY OTHER RIGHTS
GIVEN TO PAYEE HEREIN OR BY THE LAW, IRREVOCABLY AUTHORIZES ANY ATTORNEY OF ANY
COURT OF RECORD TO APPEAR FOR MAKER AT ANY TIME AFTER THE LOAN SHALL BE DUE AND
PAYABLE AS AFORESAID, TO WAIVE THE ISSUANCE AND SERVICE OF PROCESS AND TO
CONFESS JUDGMENT AGAINST MAKER AND IN FAVOR OF PAYEE FOR SUCH AMOUNT AS MAY
APPEAR TO BE UNPAID OR DECLARED DUE HEREON, TOGETHER WITH COSTS AND REASONABLE
ATTORNEY'S FEES, AND TO CONSENT TO IMMEDIATE EXECUTION UPON SUCH JUDGMENT.
The authority herein granted to confess judgment shall not be exhausted by any
exercise thereof but shall continue from time to time and at all times until
full payment of all amounts due hereunder. Maker hereby waives and releases all
errors, defects and imperfections whatever in the entry of such judgment or in
any process or proceeding thereon or in anyway concerning the same. Maker
consents to the jurisdiction of the Court of Common Pleas of Union County or any
other court of competent jurisdiction in the Commonwealth of Pennsylvania and
the federal courts of the Middle District of Pennsylvania and agrees that any
action or proceeding may be maintained in said courts by service of process
effectuated by registered mail, postage prepaid, return-receipt requested or by
overnight courier to the address of Maker set forth below.
In addition to any remedies which might be taken against Maker in the event of
default, Payee may secure payment of any funds owing hereunder by, at his sole
option, taking all action permitted under provisions of the Uniform Commercial
Code with respect to the personal property designated as Collateral for this
Promissory Note.
Notwithstanding payment of the Loan, the obligations of the Borrower under this
Note shall survive such payment and cancellation of this Note in the event that,
and to the extent that, there should ever be any recapture from the payee by a
trustee in bankruptcy, creditors or otherwise.
If more than one person has executed this Promissory Note, their obligations
hereunder shall be joint and several.
IN WITNESS WHEREOF, Xxxxx has executed this Note as of the day and year first
above written.
The JPM Company of Delaware, Inc.
Witness: /s/ Xxxxx Xxxxxxxx
______________________________
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx, Chairman and CEO
/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx, Executive Vice President
