EXHIBIT 10.13
PROMISSORY NOTE
$456,000 Exton, PA
August 9, 1995
FOR VALUE RECEIVED, PHILIP J. RINGO, an individual residing in the
Commonwealth of Pennsylvania (the "Maker") hereby promises to pay to the order
of CHEMICAL LEAMAN CORPORATION, a Pennsylvania corporation (the "Holder"), at
such place as the Holder may designate from time to time in writing, the
principal sum of Four Hundred Fifty Six Thousand Dollars ($456,000) in lawful
money of the United States of America, together with interest on the outstanding
principal balance hereunder as hereinafter provided. This Promissory Note is
made in connection with the purchase by Maker and the sale by the Holder of
shares of the common stock of the Holder (the "Shares") pursuant to the terms of
a Stock Purchase and Pledge Agreement (the "Agreement"), dated the date hereof,
by and among the Maker and the Holder and Chemical Leaman Tank Lines, Inc., a
wholly-owned subsidiary of the Holder. In addition, this Note is secured by a
pledge of the Shares by the Maker to the Holder pursuant to the terms and
conditions of the Agreement. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Agreement.
1. Pavements of Interest and Principal. Payments of principal plus interest
shall be payable in accordance with the terms hereof. If not prepaid in full
prior thereto, the outstanding principal balance hereunder shall be paid in full
on December 31, 2004 (the "Maturity Date"). Interest shall be payable on the
unpaid principal hereof outstanding from time to time at a rate equal to 6.83%
per annum. Interest shall be payable annually, in arrears, on or prior to
January 31 of each year following the date of this Note, and continuing each
year thereafter, until the Maturity Date, with the final installment of
interest, and any other accrued and unpaid interest hereon, payable on the
Maturity Date. Interest shall be calculated on the basis of actual days elapsed
over a 365-day year and shall be payable until the Maturity Date or until this
Note is prepaid in full pursuant to the terms set forth below. All amounts
payable hereunder shall be paid by the Maker in lawful money of the United
States of America, by check or wire transfer (at the Maker's option), or any
other method approved in advance by the Holder at the place designated by the
Holder in writing to the Maker, in immediately available and freely transferable
funds at such place of payment. Notwithstanding anything herein to the
contrary, the effective rate of interest hereunder shall not exceed the maximum
effective rate of interest permitted by applicable law or regulation.
2. Repayments.
a. The Maker may prepay at any time all or any portion of the sums due
hereunder without penalty or premium.
b. In the event that, from time to time, the Maker (or any person to whom
any of the Shares are transferred in accordance with Section 6.2(c) of the
Agreement) sells, transfers or conveys all or any portion of the Shares for
consideration, the Maker shall immediately thereafter prepay this Note to the
extent of the net proceeds realized by the Maker (or such other seller) upon
such sale, transfer or conveyance. For purposes hereof, "net proceeds" shall be
defined as the gross proceeds realized by the Maker (or such other seller), less
only reasonable attorneys' fees and other customary and usual transaction costs
incurred by Maker (or such other seller) in connection therewith.
c. Any prepayment hereunder shall be applied first to any accrued and
unpaid interest and then to principal in the inverse order of the due dates of
the installments thereof.
3. Events of Default. The occurrence of one or more of the following events
shall constitute an event of default hereunder (an "Event of Default"):
a. should there be any default in the payment of any installment of
principal and/or interest on any day whereon the same is payable as above
expressed, and such default shall continue for a period of five (5) days after
written notice thereof from the Holder to the Maker; or
b. in the event that the Maker (i) makes an assignment for the benefit of
creditors, (ii) admits in writing his inability to pay his debts as they become
due, (iii) files a voluntary petition in bankruptcy, (iv) is adjudicated a
bankrupt or insolvent, (v) files any petition or answer seeking for himself any
relief under laws relating to reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law, or regulation, (vi) files any answer admitting or not
contesting the material allegations of a petition filed against the Maker in any
such proceeding, or (vii) seeks, consents to, or acquiesces in, the appointment
of any trustee, receiver, or liquidator of the Maker or of all or any
substantial part of the properties of the Maker; or
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c. if, within 60 days after the commencement of an action against the Maker
seeking any relief under laws relating to reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under any
present or future statute, law or regulation, such action shall not have been
dismissed or all orders or proceedings under such action affecting the
operations or the business of the Maker stayed, or if the stay of any such order
or proceeding shall later be set aside, or if, within 60 days after the
appointment without the consent or acquiescence of the Maker of any trustee,
receiver, or liquidator of the Maker or of all or any substantial part of the
properties of the Maker, such appointment shall not have been vacated.
4. Remedies. Upon the occurrence of any Event of Default, the entire unpaid
principal sum hereunder plus any and all interest accrued thereon plus all other
sums due and payable to the Holder hereunder shall, at the option of the Holder,
become due and payable immediately. In the event that legal proceedings are
instituted to collect any amount due hereunder, the Maker agrees to pay the
Holder, in addition to the amount of the unpaid balance of principal and
interest, all costs and expenses of such proceedings, including reasonable
attorney's fees. The remedies of the Holder provided herein and in the
Agreement, and the warrants of attorney herein or therein contained, shall be
cumulative and concurrent, and may be pursued singly, successively and together
at the sole discretion of the Holder, and may be exercised as often as occasion
therefor shall occur and the failure to exercise any such right or remedy shall
in no event be construed as a waiver or release of the same.
5. Non-Recourse. Notwithstanding the face amount hereof, or any other
provisions herein or in the Agreement, the Maker shall only be personally liable
under the Note and the Agreement for the greater of (a) $91,200 and (b) any
amounts required to be prepaid pursuant to Paragraph 2b. hereof, and the Maker
shall have no other personal liability on account of this Note and the
Agreement.
6. Notices. Notices of prepayment and all other notices to be given to the
Holder shall be given by overnight U.S. registered mail (return receipt
requested), overnight courier, or telecopier to the Holder at 919 North Michigan
Avenue, Suite 2900, Chicago, Illinois 60611, or at such other address as the
Holder shall notify the Maker thereof in writing.
7. Waivers. The Maker, to the extent permitted by law, waives and agrees
not to assert or take advantage of any of the following: (a) acceptance or
notice of acceptance of this Note by the Maker; (b) presentment and/or demand
for payment of this Note or any indebtedness or obligations hereby promised; and
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(c) protest and notice of dishonor with respect to this Note or any indebtedness
or performance of obligations arising hereunder.
8. Severability. In the event that any provision of this Note is held to be
invalid, illegal or unenforceable in any respect or to any extent, such
provision shall nevertheless remain valid, legal and enforceable in all such
other respects and to such extent as may be permissible. Any such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Note, but this Note shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
9. Transfer, etc.; Successors and Assigns. Neither the Maker nor the Holder
may assign or delegate any of its rights or obligations (as the case may be)
under this Note, except that the holder may assign this Note to any subsidiary
or affiliate thereof.
10. Captions. The captions or headings of the paragraphs in this Note are
for convenience only and shall not control or affect the meaning or construction
of any of the terms or provisions of this Note.
11. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without reference
to conflict of laws principles.
IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year
above first written.
Witness
/s/ [Illegible] /s/ Philip J. Ringo
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Philip J. Ringo
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