FIRST UNION Revolving Credit Note
(Pennsylvania)
Obligor # 5299614375
Obligation #
West Chester, Pennsylvania
June 27 1996
$750,000.00
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 July 31 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 Zero 750/1000 percent (0.750%).
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 27, 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.
0.Xxxx 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 Loan
Agreement which, when added to the principal balance outstanding hereunder,
would cause the principal balance outstanding hereunder to exceed (*See
Schedule Attached to Revolving Credit Agreement) (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.Debiting 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 amounts 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.
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.
X.Xxxxxxxx. 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.
C.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.
Lexicon Environmental Associates, Inc.
Corporation, Partnership or Limited Liability Company Name
Address: 000 Xxxx Xxxxxx Xxxxxx
Xxxx Xxxxxxx, XX 19382
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
Name & Title: Xxxxx X. Xxxxx, President Xxxxxx X. Xxxxxxx, Secretary
Address: 000 Xxxx Xxxxxx Xxxxxx
Xxxx Xxxxxxx, XX 19382
Groundwater Recovery Systems Inc.
Corporation, Partnership or Limited Liabitity Company Name
Address: 000 X Xxxxxxxx Xxxx
Xxxxx, XX 00000
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx
Name & Title: Xxxxxx X. Xxxxx, President Xxxxx X. Xxxxxxxxx, V.P.
Address: 000 X Xxxxxxxx Xxxx
Xxxxx, XX 00000
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
