See Schedule of Additional Terms attached Revolving Credit Note
hereto and made a part hereof. (Pennsylvania)
Obligator #
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Obligation #
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Philadelphia, Pennsylvania
June 13, 1996
$1,000,000.00
FOR VALUE RECEIVED, and intending to be legally bound hereby, the Borrower,
jointly and severally and unconditionally promise(s) to pay to the order of
First Union National Bank, (the "Bank"), the principal amount of all advances
that are now or may hereafter be made hereunder and that are then outstanding,
together with accrued, unpaid interest thereof and any unpaid costs and expenses
payable hereunder, on June 30, 1997.
A. Terms of Note.
1. Interest Payments. The principal amounts outstanding under this Revolving
Credit Note (together with any attachments hereto and any amendments and
modifications hereto in effect from time to time, the "Note") shall bear
interest at the Bank's Prime Rate plus one-half of one percent (0.500%).
Accrued interest shall be due and payable by the Borrower to the Bank
monthly commencing on July 1, 1996, and on the same day of each such
consecutive period thereafter, and upon payment in full of the outstanding
principal balance hereof.
2. Computation of Interest. Interest charged hereunder shall be computed
daily on the basis of a 360 day year for the actual number of days
elapsed. All payments hereunder shall be made in lawful currency of the
United States of America and in immediately available funds. All payments
made hereunder shall be made to the Bank at its offices set forth in this
Note or at such other address as the Bank shall notify the Borrower of in
writing.
3. Incorporation by Reference. This Note is the note referred to in that
certain Revolving Credit Agreement dated June 13, 1996, between the Bank
and the Borrower (together with any exhibits thereto and amendments and
modifications thereto in effect from time to time, the "Loan Agreement")
and is subject to the terms and conditions thereof, which terms and
conditions are incorporated herein, including, without limitation, terms
pertaining to definitions, representations, warranties, covenants, events
of default and remedies. Any capitalized term used herein without
definition shall have the definition contained in the Loan Agreement.
4. Borrowing Requests; Crediting of Account. Any request for borrowing
pursuant to this Note shall be made by the Borrower in writing one (1)
Business Days prior to the date of such proposed advance in the form of a
"Notice of Borrowing under Revolving Credit" attached hereto as Exhibit
"A" or in accordance with the terms of the Loan Agreement. Notwithstanding
the foregoing, the Bank's records of any advance made pursuant to this
Note shall, in the absence of manifest error, be deemed correct and
acceptable and binding upon the Borrower. Each advance hereunder shall be
made by crediting the Account (hereinafter defined) with the amount of the
advance. All advances made by crediting the Account or any other account
of the Borrower at the Bank shall be conclusively presumed to have been
properly authorized by the Borrower.
5. Bank Records of Advance. The Bank may enter in its business records the
date and the amount of each advance made pursuant to this Note and the
Loan Agreement. The Bank's records of such advance shall, in the absence
of manifest error, be conclusively binding upon the Borrower. In the event
the Bank gives notice or renders a statement by mailing or telecopying
such notice or statement to the Borrower, concerning any such advance or
the amount of principal and interest due on this Note, the Borrower agrees
that, unless the Bank receives a written notification of exceptions to
this statement within ten (10) calendar days after such statement or
notice is mailed or telecopied, the statement or notice shall be an
account stated, correct and acceptable and binding upon the Borrower.
6. Advance Requests Exceeding Maximum Principal Amount. The Borrower shall
not request the Bank to make any advances under this Note or the Loan
Agreement which, when added to the principal balance outstanding
hereunder, would cause the principal balance outstanding hereunder to
exceed One Million and 00/100 Dollars ($1,000,000.00) (the "Maximum
Principal Amount"). In the event that the principal balance outstanding
under this Note exceeds at any time the Maximum Principal Amount, the
Borrower shall immediately, and without demand from the Bank, pay to the
Bank the amount in excess of the Maximum Principal Amount (the "Excess")
and the Borrower agrees that until such Excess is paid to the Bank, this
Note shall evidence and be enforceable with respect to any and all amounts
outstanding hereunder including such Excess.
7. Debting of Account. The Borrower agrees to maintain an account (the
"Account") at the Bank continuously until the Liabilities due hereunder
are paid in full. All advances made by crediting the Account or any other
account of the Borrower at the Bank shall be conclusively presumed to have
been properly authorized by the Borrower. The Bank may, and the Borrower
authorizes the Bank to, debit the Account or any other account of the
Borrower at the Bank for the amount of any payment as and when such
payment becomes due hereunder. If there are insufficient funds in the
Account at the time the Account is debited, and the debiting creates an
overdraft, the Bank may charge the Borrower, in addition to any overdraft
fee, an administrative fee in an amount established from time to time by
the Bank. The foregoing rights of the Bank to debit the Borrower's
accounts shall be in addition to, and not in limitation of, any rights of
set-off which the Bank may have hereunder or under any Loan Document, nor
shall the rights hereunder limit the Bank's recourse to any particular
source of funds or monies.
8. Application of Payments. All payments received on this Note shall be
applied first to the Bank's fees, costs and expenses which the Borrower is
obligated to pay pursuant to the terms hereof and under any other Loan
Document, then to accrued and unpaid interest and then to principal.
9. Late Charge. If any payment hereunder is not paid in full when the same is
due, at the Bank's option exercisable at the time of any late payment, the
Bank may collect from the Borrower a fee on such unpaid amount equal to
five percent (5%) of such amount.
10. Default Rate. At the Bank's option, interest will be assessed on any
principal which remains unpaid at the maturity of this Note, whether by
acceleration or otherwise, or upon the occurrence of an Event of Default
arising from failure to pay any amount when due under any of the Loan
Documents, at a rate which is four percent (4%) higher than the rate
otherwise charged hereunder (the "Default Rate") provided that at no time
shall the Default Rate exceed the highest rate of interest allowed by law.
Such Default Rate of interest shall also be charged on the amount owed by
the Borrower to the Bank pursuant to any judgment entered in favor of the
Bank with respect to this Note or any other Loan Document.
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11. Prepayment. Prepayment of principal may be made at any time without
prepayment penalty or premium. All payments received on this Note may be
applied in such order as the Bank in its sole discretion shall determine.
Security. The Bank is hereby granted a continuing security interest in the
Collateral as security for the payment of this Note and any other Liabilities,
which security interest shall be enforceable and subject to all the provisions
of this Note. Upon and following an Event of Default hereunder, the Collateral
may be applied by the Bank at any time to the Liabilities in any order deemed
appropriate by the Bank, in its sole and absolute discretion, without notice to
the Borrower.
Confession of Judgment.
1. THE FOLLOWING PARAGRAPH SETS FORTH A WARRANT OF AUTHORITY FOR ANY ATTORNEY TO
CONFESS JUDGMENT AGAINST THE BORROWER. IN GRANTING THIS WARRANT OF ATTORNEY
TO CONFESS JUDGMENT AGAINST THE BORROWER, THE BORROWER, FOLLOWING
CONSULTATION WITH (OR DECISION NOT TO CONSULT) SEPARATE COUNSEL FOR THE
BORROWER AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY KNOWINGLY,
INTENTIONALLY, VOLUNTARILY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE
BORROWER HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER
THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES OF AMERICA, THE
COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE. IT IS SPECIFICALLY ACKNOWLEDGED
BY THE BORROWER THAT THE BANK HAS RELIED ON THIS WARRANT OF ATTORNEY IN
RECEIVING THIS NOTE AND AS AN INDUCEMENT TO GRANT FINANCIAL ACCOMMODATIONS TO
THE BORROWER.
2. Upon and following the occurrence of an Event of Default, the Borrower hereby
jointly and severally authorizes and empowers any attorney of any court of
record or the prothonotary or clerk of any county in the Commonwealth of
Pennsylvania, or in any jurisdiction where permitted by law or the clerk of
any United States District Court, to appear for the Borrower in any and all
actions which may be brought hereunder and enter and confess judgment against
the Borrower or any of them in favor of the Bank for such sums as are due or
may become due hereunder or under any other Loan Document, together with
costs of suit and actual collection costs including, without limitation,
reasonable attorneys' fees equal to five percent (5%) of the Liabilities then
due and owing but in no event less than $5000, with or without declaration,
without prior notice, without stay of execution and with release of all
procedural errors and the right to issue executions forthwith. To the extent
permitted by law, the Borrower waives the right of inquisition on any real
estate levied on, voluntarily condemns the same, authorizes the prothonotary
or clerk to enter upon the writ of execution this voluntary condemnation and
agrees that such real estate may be sold on a writ of execution; and also
waives any relief from any appraisement, stay or exemption law of any state
now in force or hereafter enacted. If a copy of this Note verified by
affidavit of any officer of the Bank shall have been filed in such action, it
shall not be necessary to file the original thereof as a warrant of attorney,
any practice or usage to the contrary notwithstanding. The authority herein
granted to confess judgment shall not be exhausted by any single exercise
thereof but shall continue and may be exercised from time to time as often as
the Bank shall find it necessary and desirable and at all times until full
payment of all amounts due hereunder and under the other Loan Documents. The
Bank may confess one or more judgments in the same or different jurisdictions
for all or any part of the Borrower's obligations arising hereunder or under
any other Loan Document to which the Borrower is a party, without regard to
whether judgment has theretofore been confessed on more than one occasion for
the same obligations. In the event that any judgment confessed against the
Borrower is stricken or opened upon application by or on behalf of the
Borrower or any Obligor for any reason, the Bank is hereby authorized and
empowered to again appear for and confess judgment against the Borrower for
any part or all of the obligations due and owing under this Note, as herein
provided.
IN WITNESS WHEREOF, the Borrower, intending to be legally bound hereby, has
executed and delivered to the Bank this Note, as of the day and year first above
written.
Premier Research Worldwide, Ltd. Address: 000 Xxxxx 00xx Xxxxxx
-------------------------------------------------------------- Philadelphia, PA 19102
Corporation, Partnership or Limited Liability Company Name
By: /s/ Xxxxxx X. Xxxxx, Xx.
-------------------------------------------------------------- Address: 000 Xxxxx 00xx Xxxxxx
Name & Title: Xxxxxx X. Xxxxx, Xx., Treasurer Philadelphia, PA 19102
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
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EXHIBIT A
NOTICE OF BORROWING UNDER
REVOLVING CREDIT
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Date of Request Date of Note Amount
$
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The Borrower hereby notifies the Bank that it requires a borrowing ("Borrowing")
or confirms to the Bank the prior oral request for a Borrowing under the
Revolving Credit Agreement dated , (together with any
amendments or modifications thereto in effect from time to time, the "Loan
Agreement") established for the Borrower in the amount set forth above.
The Borrowing will be or has been deposited in the Borrower's Account
No. . In order to induce the Bank to fund such Borrowing, the
Borrower hereby affirms the following:
1. The representations and warranties of the Borrower contained in the Loan
Agreement are correct on and as of the date of this Notice of Borrowing Under
Revolving Credit and the Authorized Representatives previously notified
and/or confirmed are the same and have the same authority to bind the
Borrower.
2. No Event of Default (as defined in the Loan Agreement) has occurred and is
continuing.
3. There has been no adverse change in the Borrower's or any Obligor's
condition, financial or otherwise, since the date of the Loan Agreement.
4. All of the Loan Documents (as defined in the Loan Agreement) remain in full
force and effect, without modification.
5. Use of Borrowing will be:
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Name
Address
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Name
Address
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Corporation, Partnership or Limited Liability Company Name
By:
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Name/Title
By:
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Name/Title
ACKNOWLEDGED AND ACCEPTED:
FIRST UNION NATIONAL BANK
By:
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Name/Title
Address:
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Date:
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