NOTE
$600,000. May 19, 2000
For value received,
THE BETHLEHEM CORPORATION
a Pennsylvania corporation having its office at 25th and Lennox Streets, Easton,
Pennsylvania 18045, hereinafter referred to as the "maker" promises to pay to
the order of FUNDEX CAPITAL CORPORATION, 505 Park Avenue, New York, New York
10022, or at such other place as may be designated in writing by the holder of
this note, the principal sum of $600,000, with interest thereon computed from
the date hereof at the rate of 14% per annum. The sum of $3,033.33 shall be due
and payable on the 1st day of June, 2000. Thereafter, interest only shall be
paid in twelve (12) monthly installments of $7,000, each commencing and due and
payable on July 1, 2000 up to and including June 1, 2001. Thereafter, principal
and interest shall be paid in one hundred eight (108) constant monthly
installments of $9,800.22 commencing and due and payable on the 1st day of July,
2001 and on the 1st day of each month thereafter up to and including June 1,
2010, when any unpaid principal and interest, shall be due and payable. Each
monthly installment shall be applied first to the payment of interest on said
principal sum, or on so much thereof as shall from time to time remain unpaid,
and the balance to the payment of said principal.
The holder hereof shall not by any act, delay, commission,
failure to act, or otherwise be deemed to have waived any right, power,
privilege or remedy hereunder, and no waiver whatever shall be valid unless in
writing signed by the holder hereof, and then only to the extent therein set
forth; nor shall any single or partial exercise of any right, power, privilege
or remedy hereunder preclude any further exercise thereof or the exercise of any
other right, power, privilege or remedy. The rights and remedies herein provided
are cumulative and not exclusive of any rights or remedies provided by law and
may be exercised singly or concurrently. A waiver by the holder hereof of any
right or remedy under the terms of this rote, on any one occasion, shall not be
construed as a bar to any right or remedy which the holder would otherwise have
had on any future occasion. No executory agreement unless in writing and signed
by the holder, and no course of dealing between the maker, en4orser(s) or
guarantor(s) hereof and the holder shall be effective to change or modify or
discharge in whole or in part, this note.
At the end, of the maker's fiscal year, it shall, upon the
request of the holder, supply to the holder its annual balance sheet and
operating financial statement prepared by a Certified Public Accountant. During
any period of default hereunder, the holder shall have the right to examine and
audit the books and records of the maker and to appraise any of the maker's
property, or any other property held as collateral security and the cost thereof
shall be repayable on demand and constitute a part of the principal obligation
hereunder.
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In the event of the occurrence of any default hereunder, then,
at the option of the holder, the entire principal balance and interest due shall
forthwith become due and payable. Neither delay in asserting this right nor the
acceptance of past due payments or the imposition of late charges shall be
deemed a waiver thereof. Upon the happening of any default the holder hereof
shall have, in addition to all other rights and remedies, the remedies of a
secured party under the New York Uniform Commercial Code with respect to any
collateral security.
In the event that the holder of this note shall advance funds
or cause funds to be advanced for the payment of insurance premiums, taxes or
for such other purposes as in the holder's opinion are necessary for the
protection of the maker's assets or collateral security held by the holder
hereof, the avoidance of liens thereon, or the payment of prior liens thereon,
any such advance shall be deemed part of the maker's principal obligation and
shall bear interest at the same rates as principal until repaid. Any such
advance so made by the holder hereof shall be repayable on demand.
The maker hereby authorizes the holder to sign and file
financing statements at any time with respect to any security without the
signature of the maker. The maker agrees to pay all filing fees and all other
costs and expenses incident to the filing of such statements.
Interest on the indebtedness evidenced by this note after
default or maturity shall be due and payable at the rate of seven (7%) percent
per annum above the face rate of this note, but not to exceed the maximum rate
permitted by law (whichever is lower) computed from the date to which interest
was last credited to the date of actual payment of the entire indebtedness.
If any payment hereunder is not made within five (5) days from
its due date, a late charge of fifty ($50.) dollars or five (5%) percent of each
payment so overdue, whichever is greater, may be charged by the holder for the
purpose of defraying the expenses incident to handling such delinquent payment
to the extent such payment is then permitted by law.
Any one of the following occurrences shall constitute a
default under this note: The non-payment of any installment required to be made
hereunder on the dates specified herein, and such default continues for a period
of ten (10) days; or failure to perform any material agreement herein contained
or contained in any security agreement, mortgage or any other agreement
delivered by the maker to the holder; or if any of the following events occur
with respect to the maker, or any endorser or any guarantor of the payment of
the obligations of the maker; material default in respect of any liability,
obligation or agreement with the holder hereof (present or future, absolute or
contingent, secured or unsecured, matured or unmatured, several or joint,
original or acquired); death (provided, however, that credit life insurance is
in full force and effect during the term of the note); insolvency; commission of
any act of bankruptcy; assignment for the benefit of creditors; appointment of a
committee of any creditors or liquidating agent; offering to or receiving from
any mortgagees a composition or extension of any of their indebtedness; making
or sending a notice of an intended bulk sale; the whole suspension or
liquidation of their usual business; failing to pay any tax when due;
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commencement of any proceeding, suit or action under any of the provisions of
the United States Bankruptcy Code for adjudication as a bankrupt or for the
relief under any provision of the bankruptcy or similar laws, unless same is
withdrawn within thirty (30) days; making any misrepresentation to the holder
hereof for the purpose of obtaining credit or an extension of credit to the
maker; default under any collateral, mortgage or security agreement given as
security for this note or as security for the guaranty of payment of the
obligations of the maker hereof, or under any extension or modification thereof;
entry of a money judgment or commencement of any proceeding for enforcement of a
money judgment over $10,000, against any of them; default with respect to any
indebtedness for borrowed money (other than obligations owing to the holder
hereof) or with respect to the payment of monies due to creditors necessary for
the operation of maker's business beyond any period of grace provided therein,
or default in the performance or any other term, condition or covenant contained
in any document under which such obligation is created.
Maker may prepay the note at any time during the first twelve
(12) months of the Note without penalty by paying the full or partial amount of
the principal at the time with interest to the date of prepayment. Thereafter,
maker may prepay this note by paying the full or partial amount of the principal
with interest to the date of prepayment, in addition to a sum equal to three
(3%) percent of the amount being repaid, if repaid during the thirteenth (13th)
to sixtieth (60th) month of this note, Thereafter, there shall be no penalty for
prepayment. In the event of a partial prepayment, the same shall be applied to
the inverse order of payments due and shall not excuse the regular monthly
payments required by this note nor shall the holder be required to reduce the
amount of the regular monthly payment.
The maker agrees that whenever an attorney is used to collect
or enforce this note or to enforce, declare, adjudicate or negotiate, any rights
or obligations under this note or with respect to any collateral security
therefor, whether by suit or any other means whatever, a legal fee of 20% of the
principal and interest then due hereunder shall be payable by the maker together
with all costs and expenses of such collection, enforcement, adjudication or
negotiation and said sum shall constitute part of the principal obligation
hereunder.
Any notice, request, demand or communication to the holder
shall be deemed effective only if in writing and sent to the holder by certified
mail at the address of the holder as stated above. Any notice to the maker shall
be deemed sufficient if sent to the maker at the address of the maker as stated
above.
After any default by the maker, and following the acceleration
of maturity as provided in this note, if a tender of payment of the amounts
necessary to satisfy the entire principal amount owing on this note plus all
accrued interest and all other funds, advances, fees, indebtedness and charges
due under this note, are made prior to a liquidation or foreclosure sale of
collateral, if any, held by the holder of this note, such lender shall
constitute an evasion or any prepayment terms which may be applicable to the
payment of this note, and shall be conclusively deemed to be a voluntary
prepayment, permitting the holder to charge the maker with any
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additional payment required under the prepayment privilege, if any, or any other
additional payment for the privilege of prepaying, to the extent permitted by
law.
All parties to this note, whether maker, guarantor or endorser
waive presentment for payment, notice of dishonor, protest, notice of protest of
this note or other notice of any kind and all demands whatsoever; and in any
litigation with the holder, whether or not arising out of or relating to this
note or any collateral security therefor, said parties expressly waive trial by
jury, and in addition, expressly waive the right to interpose any defense based
on any Statute of Limitations or any claim of laches and any set-off,
counterclaim or cross-claim of any nature or description.
The maker shall not, without the prior written consent of the
holder hereof, enter into any transaction of merger, sale or consolidation or
transfer, sell, assign, lease or otherwise dispose of (other than sales of
finished products in the ordinary course of business) all or a substantial part
of its assets or stock or wind up, liquidate or dissolve its business.
The holder hereof may negotiate, assign and transfer this note
and may deliver all or any part of any collateral security held in connection
herewith to any transferee, who shall thereupon become vested with all the
rights, powers and privileges given to the holder with respect to any collateral
security transferred and the holder shall thereafter be forever released and
discharged of and from any and all liability or responsibility to the maker for
and on account of any collateral security so delivered and the holder shall
retain all powers and rights with respect to any collateral security not so
delivered.
This note shall be governed and construed in accordance with
the laws of the State of New York.
Any provision hereof which may prove unenforceable under any
law shall not affect the validity of any other provision hereof.
This note may not be changed or terminated orally, but only by
a writing signed by the holder hereof.
THE BETHLEHEM CORPORATION
By:_________________________________
Antoinette Martin, Vice President
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STATE OF NEW YORK,
COUNTY OF NEW YORK
On this 19th day of May, 2000, before me personally came
Antoinette Martin to me known, who being by me duly sworn, did depose and say
that she maintains an office at 25th and Lennox Streets, Easton, Pennsylvania
18045 and that she is the Vice President of The Bethlehem Corporation, the
corporation described in and which executed the foregoing instrument; that she
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said corporation and that she signed her name thereto by like order.
_____________________________
Notary Public
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FUNDEX CAPITAL CORPORATION
505 Park Avenue
New York, New York 10022
May 19, 2000
Antoinette Martin, Vice President
The Bethlehem Corporation
25th and Lennox Streets
Easton, Pennsylvania 18045
Re: Fundex Capital Corporation with The Bethlehem Corporation -
Loan in the amount of $600,000.00 (the "Loan")
Dear Ms. Martin:
As an inducement to the undersigned to enter into the Loan
transaction, it is hereby understood and agreed that The Bethlehem Corporation
shall pay Fundex Capital Corporation, the sum of $18,000 representing a Loan
commitment fee.
Very truly yours,
FUNDEX CAPITAL CORPORATION
By:________________________________
Lawrence I. Linksman, President
AGREED, ACKNOWLEDGED AND
ACCEPTED BY:
THE BETHLEHEM CORPORATION
By:_________________________________
Antoinette Martin, Vice President
