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For Bank Use Only
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/s/ R. ▇▇▇▇▇▇ ▇▇▇▇▇
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LIS NO. LOAN NO. BORROWER APPROVAL SIGNATURE
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COMMERCIAL PROMISSORY NOTE CoreStates
$2,350,000.00 June 30, 1995
FOR VALUE RECEIVED, each of the undersigned, jointly and severally if more
than one (hereinafter collectively referred to as "Borrower"), promises to pay
to the order of CORESTATES BANK, N.A.*, a national banking association (the
"Bank"), at any of its banking offices in Pennsylvania, the principal amount of
Two Million Three Hundred Fifty Thousand DOLLARS ($2,350,000), in lawful money
of the United States, plus interest, to be paid as follows:
Said principal, or the aggregated unpaid principal amount of all loans then
outstanding under this note, shall be payable in full on June 30, 1996. Interest
shall accrue at the Prime Rate plus 1% and shall be payable on the first day of
each month commencing August 1, 1995 with a final payment on June 30, 1996.
This note renews the existing Revolving Credit Note of the undersigned to the
Bank, dated November 3, 1994, due June 30, 1995, in the principal amount of
$2,350,000, which is referred to in SECTION 2.03 of the Loan Agreement between
the undersigned and the Bank dated as of November 3, 1994.
This Note is secured by a Security Agreement (Accounts, Inventory and Equipment)
executed by Borrower of even date herewith and a Guaranty of Borrower's
subsidiaries, ASA Incorporated and ASA Legal Systems Company, Inc., under
separate instruments of Guaranty of even date herewith.
ADDITIONAL TERMS OF THIS NOTE - Each of the following provisions shall apply to
this Note, to any extension of modification hereof and to the indebtedness
evidenced hereby, except as otherwise expressly stated above or in a separate
writing signed by Bank and Borrower.
INTEREST - Interest shall be calculated on the basis of a 360-day year and shall
be charged for the actual number of days elapsed. Accrued interest shall be
payable monthly. Accrued interest shall also be payable when the entire
principal balance of this Note becomes due and payable (whether by demand,
stated maturity or acceleration) or, if earlier, when such principal balance is
actually paid to Bank. If the rate at which interest accrues is based on the
"Prime Rate," that term is defined as the rate of interest for loans established
by Bank from time to time as its prime rate. Said per annum rate of interest
shall change each time Bank's prime rate shall change, effective on and as of
the date of the change. Interest shall accrue on each disbursement hereunder
from the date such disbursement is made by Bank, provided however, that to the
extent this Note represents a replacement, substitution, renewal or refinancing
of existing indebtedness, interest
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shall accrue from the date hereof. Interest shall accrue on the unpaid balance
hereof at the rate provided for in this Note until the entire unpaid balance
has been paid in full, notwithstanding the entry of any judgment against
Borrower.
PREPAYMENT - If this Note bears interest at a floating or variable rate and no
floor or minimum rate is specified, Borrower may prepay all or any portion of
the principal balance of this Note at any time, without premium or penalty. If
not permitted under the preceding sentence, any prepayment of principal
(including any principal repayment as a result of acceleration by Bank of this
Note) shall require immediate payment to Bank of a prepayment fee equal to the
amount, if any, by which the aggregate present value of scheduled principal and
interest payments eliminated by the prepayment exceeds the principal amount
being prepaid. Said present value shall be calculated by application of a
discount rate determined by Bank in its reasonable judgment to be the
yield-to-maturity at the time of prepayment on U.S. Treasury securities having a
maturity which most closely approximates the final maturity date of the
principal balance then outstanding. Whether or not a prepayment fee is required
hereunder, prepayments shall be applied to scheduled installments of principal
in the inverse order of their maturity, shall be accompanied by payment of
accrued interest on the principal amount being prepaid and, unless this Note has
been accelerated by Bank, shall not be permitted in an amount less than the
scheduled principal installment immediately prior to final maturity of the
outstanding principal balance.
COLLATERAL - As security for all indebtedness to Bank now or hereafter incurred
by Borrower, under this Note or otherwise, Borrower grants Bank a lien upon and
security interest in any securities, instruments or other personal property of
Borrower now or hereafter in Bank's possession and in any deposit balances now
or hereafter held by Bank for Borrower's account, and in all proceeds of any
such personal property or deposit balances. Such liens and security interest
shall be independent of Bank's right of setoff. This Note and the indebtedness
evidenced hereby shall be additionally secured by any lien or security interest
evidenced by a writing (whether now existing or hereafter executed) which
contains a provision to the effect that such lien or security interest is
intended to secure (a) this Note or indebtedness evidenced hereby or (b) any
category of liabilities, obligations or indebtedness of Borrower to Bank which
included this Note or the indebtedness evidenced hereby, and all property
subject to any such lien or security interest shall be collateral for this Note.
EVENTS OF DEFAULT - Each of the following shall be an Event of Default
hereunder: within 10 days of becoming due, (a) the nonpayment of any amount
payable under this Note or under any obligation or indebtedness to Bank of
Borrower or any person liable, either absolutely or contingently, for payment of
any indebtedness evidenced hereby, including endorsers, guarantors and sureties
(each such person is referred to as an "Obligor"); (b) if Borrower or any
Obligor has failed to observe or perform any other existing or future agreement
with Bank of any nature whatsoever; (c) if any representation, warranty,
certificate, financial statement or other information made or given by Borrower
or any Obligor to Bank is materially incorrect or misleading;
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(d) if Borrower or any Obligor shall become insolvent or make an assignment
for the benefit of creditors or if any petition shall be filed by or against
Borrower or any Obligor under any bankruptcy or insolvency law; (e) the entry
of any uninsured judgement greater than $100,000 against Borrower or any
Obligor which remains unsatisfied for 15 days or the issuance of any
attachment, tax lien, levy or garnishment against any property of material
value in which Borrower or any Obligor has an interest; (f) if any attachment,
levy, garnishment or similar legal process is served upon Bank as a result of
any claim against Borrower or any Obligor or against any property of Borrower
or any Obligor; (g) the dissolution, merger, consolidation or change in control
(as control is defined in Rule 12b-2 under the Securities Exchange Act of
1934), of any Borrower which is a corporation or partnership, or the sale or
transfer of any substantial portion of any of Borrower's assets, or if any
agreement for such dissolution, merger, or consolidation, change in control,
sale or transfer is entered into by Borrower without the written consent of
Bank; (h) the death of any Borrower or Obligor who is a natural person; (i) if
Bank determines reasonably and in good faith that an event has occurred or a
condition exists which has had, or is likely to have, a material adverse effect
on the financial condition or creditworthiness of Borrower or any Obligor, or
on the ability of Borrower or any Obligor to perform its obligation evidenced
by this Note; (j) if Borrower shall fail to remit promptly when due to the
appropriate government agency or authorized depository, any amount collected or
withheld from any employee of Borrower for payroll taxes, Social Security
payments or similar payroll deductions; (k) if any Obligor shall attempt to
terminate or disclaim such Obligor's liability for the indebtedness evidenced
by this Note; (l) if Bank shall reasonably and in good faith determine and
notify Borrower that any collateral for his Note or for the indebtedness
evidenced hereby is insufficient as to quality or quantity; (m) if Borrower
shall fail to pay when due any material indebtedness for borrowed money other
than to Bank; or (n) if Borrower shall be notified of the failure of Borrower
or any Obligor to provide financial and other information promptly when
reasonably requested by Bank. If this Note is payable on demand, Bank's right
to demand payment hereof shall not be restricted or impaired by the absence,
non-occurrence or waiver of an Event of Default, and it is understood that if
this Note is payable on demand, Bank may demand payment at any time.
BANK REMEDIES - Upon the occurrence of one or more Events of Default (including,
if this Note is payable on demand, any Event of Default resulting from
Borrower's failure to make any payment hereunder when demanded), unless Bank
elects otherwise, the entire unpaid balance of this Note and all accrued
interest shall be immediately due and payable without notice to Borrower or any
Obligor, and Bank may, immediately or at any time thereafter, exercise any or
all of its rights and remedies hereunder or under any agreement or otherwise
under applicable law against Borrower, any Obligor and any collateral. Bank may
exercise its rights and remedies in any order and may, at its option, delay in
or refrain from exercising some or all of its rights and remedies without
prejudice thereto. Upon the occurrence of any such Event of Default or at any
time thereafter, Bank may, at its option, and upon five days written notice to
Borrower, begin accruing interest on this Note, at a rate not to exceed five
percent (5%) per annum in excess of the greater
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of (a) the rate of interest provided for above, or (b) the Prime Rate in effect
from time to time on the unpaid principal balance hereof; provided, however,
that no interest shall accrue hereunder in excess of the maximum rate permitted
by law. All such additional interest shall be payable on demand.
NOTICE TO BORROWER - Any notice required to be given by Bank under the
provisions of this Note shall be effective as to each Borrower and each Obligor
when addressed to Borrower and deposited in the mail, postage prepaid, for
delivery by first class mail at Borrower's mailing address as it appears on
Bank's records.
DISBURSEMENTS AND PAYMENTS - The proceeds of this Note, or any portion thereof,
may be credited by Bank to the deposit account of Borrower, or disbursed in any
other manner requested by Borrower and approved by Bank. If Borrower so
requests, Bank may, at its option, disburse the proceeds of this Note in more
than one disbursement on the same or different dates, but except as otherwise
agreed by Bank in writing, no action taken by Bank in response to any such
request shall be deemed to create or shall imply the existence of any commitment
or obligation to pay or credit the undisbursed portion of this Note. All
payments due under this Note are to be made in immediately available funds. If
Bank accepts payment in any other form, such payment shall not be deemed to have
been made until the funds comprising such payment have actually been received by
or made available to Bank. If Borrower is not an individual, Borrower authorizes
Bank (but Bank shall have no obligation) to charge any deposit account in
Borrower's name for any and all payments of principal, interest, or any other
amounts due under this Note.
PAYMENT OF COSTS - In addition to the principal and interest payable hereunder,
Borrower agrees to pay Bank, on demand, all costs and expenses (including
reasonable attorney's fees and disbursements) which may be incurred by Bank in
the collection of this Note or the enforcement of Bank's rights and remedies
hereunder.
REPRESENTATIONS BY BORROWER - If Borrower is a corporation or a general or
limited partnership, Borrower represents and warrants that it is validly
existing and in good standing in the jurisdiction under whose laws it was
organized. If Borrower is a corporation, Borrower represents and warrants that
the execution, delivery and performance of this Note are within Borrower's
corporate powers, have been duly authorized by all necessary action by
Borrower's Board of Directors, and are not in contravention of the terms of
Borrower's charter, by-laws, or any resolution of its Board of Directors. If
Borrower is a general or limited partnership, Borrower represents and warrants
that the execution, delivery and performance of this Note have been duly
authorized and are not in conflict with any provision of Borrower's partnership
agreement or certificate of limited partnership. Borrower further represents and
warrants that this Note has been validly executed and is enforceable in
accordance with its terms, that the execution, delivery and performance by
Borrower of this Note are not in contravention of law and do not conflict with
any indenture, agreement of undertaking to which Borrower is a party or is
otherwise bound, and that no consent or approval of any governmental authority
or any third
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party is required in connection with the execution, delivery and performance of
this Note.
WAIVERS, ETC. - Borrower and each Obligor waive presentment, dishonor, notice of
dishonor, protest and notice of protest. Neither the failure nor any delay on
the part of Bank to exercise any right, remedy, power or privilege hereunder
shall operate as a waiver or modification thereof. No modification of the terms
of this Note shall be effective unless set forth in writing signed by Bank and
Borrower. No consent or waiver of the terms of this Note shall be effective
unless set forth in a writing signed by Bank. All rights and remedies of Bank
are cumulative and concurrent and no single or partial exercise of any power or
privilege shall preclude any other or further exercise of any right, power or
privilege.
MISCELLANEOUS - This Note is the unconditional obligation of Borrower, and
Borrower agrees that Bank shall not be required to exercise any of its rights or
remedies against any collateral in which it holds a lien or security interest or
against which it has a right of setoff or against any particular Obligor. All
representations, warranties and agreements herein are made jointly and severally
by each Borrower. If any provision of this Note shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision hereof. To the extent that this Note represents a replacement,
substitution, renewal or refinancing of a pre-existing note or other evidence of
indebtedness, the indebtedness represented by such pre-exiting note or other
instrument shall not be deemed to have been extinguished hereby. In the event
that any due date specified or otherwise provided for in this Note shall fall on
a day on which Bank is not open for business, such due date shall be postponed
until the next banking day, and interest and any fees or similar charges shall
continue to accrue during such period of postponement. 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 each Borrower and each Obligor and upon their
personal representatives, heirs, successors and assigns, and shall benefit Bank
and its successors and assigns.
CONSENT TO JURISDICTION AND VENUE - IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY
OR INDIRECTLY, ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE OR THE
RELATIONSHIP EVIDENCED HEREBY, EACH UNDERSIGNED PARTY HEREBY IRREVOCABLY SUBMITS
TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN ANY
COUNTY OR THE COMMONWEALTH OF MASSACHUSETTS AND AGREES NOT TO RAISE ANY
OBJECTION TO SUCH JURISDICTION OR TO THE LAYING OR MAINTAINING OF THE VENUE OF
ANY SUCH PROCEEDING IN SUCH COUNTY. EACH UNDERSIGNED PARTY AGREES THAT SERVICE
OF PROCESS IN ANY SUCH PROCEEDING MAY BE DULY EFFECTED UPON IT BY MAILING A COPY
THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO EACH UNDERSIGNED PARTY.
WAIVER OF JURY TRIAL - EACH UNDERSIGNED PARTY HEREBY WAIVES, AND BANK BY ITS
ACCEPTANCE HEREOF THEREBY WAIVES, TRIAL BY JURY IN ANY LEGAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS NOTE OR THE
RELATIONSHIP EVIDENCED HEREBY. THIS
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PROVISION IS A MATERIAL INDUCEMENT FOR BANK TO ENTER INTO, ACCEPT OR RELY UPON
THIS NOTE.
IN WITNESS WHEREOF, Borrower, intending this to be a sealed instrument and
intending to be legally bound hereby, has executed and delivered this Note as of
the day and year first above written.
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Name of Corporation
or Partnership ASA International Ltd.
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By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By:
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(Signature of Authorized Signer) (Signature of Authorized Signer)
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President and Controller
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(Print or Type Name and Title of (Print or Type Name and Title of
Signer Above) Signer Above)
INDIVIDUALS SIGN BELOW
------------------------------------- ------------------------------(Seal)
(Signature of Witness) (Signature of Individual Borrower)
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(Print or Type Name of Above (Print or Type Name of Borrower
Witness) Signing Above)
------------------------------------- ------------------------------(Seal)
(Signature of Witness) (Signature of Individual Borrower)
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(Print or Type Name of Above (Print or Type Name of Borrower
Witness) Signing Above)
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*CoreStates Bank, N.A. also conducts business as Philadelphia National Bank,
as CoreStates First Pennsylvania Bank and as CoreStates ▇▇▇▇▇▇▇▇ Bank.
8979-C 10/93
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