EXHIBIT 10(e)
CORESTATES BANK, N.A.
MASTER DEMAND NOTE
$5,500,000.00 January 14, 1997
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 FIVE MILLION
FIVE HUNDRED THOUSAND DOLLARS ($5,500,000.00) in lawful money of the United
States, or, if less, the outstanding principal balance on all loans and advances
made by Bank evidenced by this Note ("Loans"), plus interest. Said principal and
interest shall be payable ON DEMAND.
Interest shall accrue at Bank's Prime Rate, such rate to change each time the
Prime Rate changes, effective on and as of the date of the change.
INTEREST - Interest shall be calculated on the basis of a three hundred
sixty-five (365) 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 on demand and when the entire principal balance of this Note is paid
to Bank. The term "Prime Rate" is defined as the rate of interest for loans
established by Bank from time to time as its prime rate. 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 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.
LATE CHARGE - If any monthly payment of interest which is to be made hereunder
is not paid within fifteen (15) days after the date when due, the borrower shall
pay to the Lender a late charge of five cents ($0.05) for each dollar which is
so overdue for the purpose of defraying the expense incident to handling such
delinquency. This provision shall not be deemed to affect or lengthen the time
to cure any default hereunder.
BANK'S LOAN RECORDS - The actual amount due and owing from time to time under
this Note shall be evidenced by ▇▇▇▇'s books and records of receipts and
disbursements hereunder. ▇▇▇▇▇ shall set up and establish an account on the
books of Bank in which will be recorded Loans evidenced hereby, payments on such
Loans and other appropriate debits and credits as provided herein, including any
Loans which represent reborrowings of amounts previously
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repaid. Bank shall also record, in accordance with customary accounting
practice, all other interest, charges, expenses and other items properly
chargeable to Borrower hereunder, and other appropriate debits and credits. Such
books and records of Bank shall be presumed to be complete and accurate and
shall be deemed correct, except to the extent shown by Borrower to be erroneous.
NOTE NOT A COMMITMENT TO LEND - Borrower acknowledges and agrees that no
provision hereof, and no course of dealing by Bank in connection herewith, shall
be deemed to create or shall imply the existence of any commitment or obligation
on the part of Bank to make Loans. Except as otherwise provided in a currently
effective written agreement by Bank to make Loans, each Loan shall be made
solely at Bank's discretion.
PREPAYMENT - Borrower may at its option prepay all or any portion of the
principal balance of any Loans at any time without premium or penalty.
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 interests 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 the indebtedness of Borrower to Bank
which includes this Note or the indebtedness evidenced hereby, and all property
subject to any such lien or security interest shall be collateral for this Note.
CONFESSION OF JUDGMENT - Upon the occurrence of any default not cured within the
applicable grace period, Borrower irrevocably authorizes and empowers any
attorney or any clerk of any court of record to appear for and confess judgment
against ▇▇▇▇▇▇▇▇ for such sums as are due and owing on this Note, with or
without declaration, with costs of suit, without stay of execution and with
reasonable attorneys' fees added for collection fees. If a copy of this Note,
verified by affidavit by or on behalf of Bank, shall have been filed in such
action, it shall not be necessary to file the original of this Note. The
authority granted hereby shall not be exhausted by the initial exercise thereof
and may be exercised by Bank from time to time. There shall be excluded from the
lien of any judgment obtained solely pursuant to this paragraph all improved
real estate in any area identified under regulations promulgated under the Flood
Disaster Protection Act of 1973, as having special flood hazards if the
community in which such area is located is participating in the National Flood
Insurance Program. Any such exclusion shall not affect any lien upon property
not so excluded.
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DEMAND NOTE - This Note is and shall be construed as a "demand instrument" under
the Uniform Commercial Code. Bank may demand payment of the indebtedness
outstanding under this Note or any portion thereof at any time.
BANK'S REMEDIES - In the event that any payment hereunder is not made within
fifteen (15) days after written notice has been given to Borrower that the same
is due or is demanded hereunder, Bank may, immediately or any time thereafter,
exercise any or all of its rights hereunder or under any agreement or otherwise
under applicable law against Borrower, against any person liable, either
absolutely or contingently, for payment of any indebtedness evidenced hereby,
and in any collateral, and such rights may be exercised in any order and shall
not be prejudiced by any delay in Bank's exercise thereof. At any time after
such non-payment, 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 two
percent (2%) per annum in excess of the rate of interest provided for above on
the unpaid principal balance hereof; provided, however, that no such interest
shall accrue hereunder in excess of the maximum rate permitted by law. All such
additional interest shall be payable upon 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 given in the
manner provided in the Line of Credit Agreement dated even date herewith between
Bank and Borrower.
DISBURSEMENTS AND PAYMENTS - The proceeds of any Loan may be credited by Bank to
the deposit account of Borrower or disbursed in any other manner requested by
▇▇▇▇▇▇▇▇ and approved by Bank. 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.
PAYMENT OF COSTS - In addition to the principal and interest and other sums
payable hereunder, ▇▇▇▇▇▇▇▇ agrees to pay Bank promptly after demand, all costs
and expenses (including reasonably attorneys' 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.
WAIVERS, ETC. - Borrower and each additional obligor on this Note 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 consent, waiver or modification 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
▇▇▇▇▇▇▇▇ 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 right of setoff, or
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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-existing note or other instrument shall not be deemed to have been
extinguished hereby. 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. In the event any due date specified or
otherwise provided for in this Note shall fall on a day 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 shall be binding upon each Borrower and each
additional 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 IN THE COMMONWEALTH OF PENNSYLVANIA WHERE BANK MAINTAINS AN OFFICE 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 COURT.
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 PROVISION IS A MATERIAL INDUCEMENT FOR BANK
TO ENTER INTO, ACCEPT OR RELY UPON THIS NOTE.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇ 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.
NUCLEAR RESEARCH CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
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