COMMERCIAL NOTE
BANK USE ONLY Englewood
[SIGNATURE] -------------------
_________________ Branch
Officer Initials
$85,000.000 Date May 22, 1996
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1. PROMISE TO PAY
For value received, the undersigned, jointly and severally, promises to pay
to the order of THE BANK OF NEW YORK (NJ), (hereinafter referred to as the
BANK) at its principal office at 385 Rifle Camp Road, West Paterson, N.J.
07424-3206, or at such other office as the BANK may from time to time
designate, in lawful money of the United States of America and in
immediately available funds, the principal sum of
2. AMOUNT
Eighty-five thousand and 00/100 ($85,000.00) Dollars, together with
interest on the unpaid part the principal amount at the interest rate
indicated below by checkmark or "X" placed in the box below opposite the
applicable interest rate method.
3. INTEREST
Interest will be computed on the basis of a 360-day year for the actual
number of days elapsed.
[ ] 3.1 Fixed Rate _______% per annum.
[ ] 3.2 Variable Rate ______ % per annum plus the BANK'S PRIME RATE. Upon
an increase or decrease in the BANK'S PRIME RATE, the corresponding
increase or decrease in the interest rate on this note will be effective
immediately, or [ ]_______________________________________________________
The Bank of New York's (NJ) PRIME RATE is the rate of interest announced
from time to time by the BANK as its prime rate, prime lending rate, or
base rate. This rate of interest is determined from time to time by the
Bank as a means of pricing some loans and it is neither tied to any
external rate of interest or index nor does it necessarily reflect the
lowest rate of interest actually charged by the BANK to any particular
class or category of customers.
[X] 3.3 Variable Rate 1.25% per annum plus the BANK'S ALTERNATE BASE
RATE. Upon an increase or decrease in the BANK'S ALTERNATE BASE RATE,
the corresponding increase or decrease in the interest rate on this note
will be effective immediately, or [ ] ___________________________________.
DEFINITION OF ALTERNATE BASE RATE: "Alternative Base Rate" means the
greater of (A) The BANK'S Prime Rate, as in effect from time to time OR (B)
1/2% plus the effective federal funds rate as published by the Federal
Reserve Bank of New York.
4. PAYMENT
The principal and interest shall be paid to the BANK in accordance with the
method indicated below by checkmark or "X" in the box below opposite the
applicable payment method.
[ ] 4.1 ON DEMAND. In one single payment, with interest payable monthly on
the _____ day of each month, with the balance of the unpaid
principal and interest to be paid upon demand.
It is understood that any other repayment program agreed to by the
Bank and the undersigned, now or in the future, is not intended to
modify or restrict any rights or remedies which accrue to the Bank
by the demand nature of this note. Regardless of any repayment
program, agreed to or implied, the Bank reserves the right to
demand payment in full, at any time, and at its sole discretion.
[ ] 4.2 SINGLE PAYMENT. ____ days after date.
[ ] 4.3 BULLET PAYMENT. The undersigned will pay accumulated interest on
the principal amount ___ monthly, or ___ quarterly beginning on
____________________ and will pay the principal amount and all
unpaid interest on _____________________.
[X] 4.4 CONSTANT PRINCIPAL PAYMENTS. The undersigned will pay $1,770.83 on
the principal balance plus accumulated interest on the principal
balance beginning on June 22, 1996 and on the 22 day of each month
thereafter. The balance of unpaid principal and interest shall be
due and payable on May 22, 2000.
[ ] 4.5 INSTALLMENT PAYMENTS. The undersigned will pay ___________ monthly
including interest on the unpaid principal balance beginning on
_______________________ and on the _______ day of each month
thereafter. The balance of unpaid principal and interest shall be
due and payable on ____________________. When this note is a
variable rate note, if the BANK'S ALTERNATE BASE RATE rises to
such a rate that the entire installment payment is applied to
interest resulting in no reduction of the unpaid principal
balance, then the BANK may increase the remaining installment
payments by an amount equal to the originally scheduled principal
repayments, or a lesser amount if the BANK so chooses. This may be
done at the BANK'S sole discretion, as frequently as conditions
require, without notice to the undersigned or any endorsers and
guarantors. In the event there is a subsequent decline in the
BANK'S ALTERNATE BASE RATE, the BANK may, but shall not be
obligated to, reduce the remaining installment payments.
[ ] 4.6 OTHER.
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
5. MULTIPLE ADVANCES
[ ] This note may be disbursed in multiple advances under a line of credit
or revolving credit agreement. (see paragraph 5.9)
DIRECT CHARGE. The undersigned authorizes the BANK to charge my account
6104206121 for all payments due under this note.
THIS NOTE INCLUDES THE ADDITIONAL TERMS ON THE REVERSE
SIDE HEREOF ALL OF WHICH ARE MADE A PART HEREOF
All Communications Corporation
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(a New Jersey Corporation)
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ATTEST/WITNESS
By: STEVEN L. WEXLER By: RICHARD REISS, PRES.
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Steven L. Wexler, V.P. Richard Reiss, President
By:
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5. ADDITIONAL TERMS OF THE NOTE
5.1 SET OFF. In addition to any other security interest that may be given to secure the repayment of this note, in addition to
the BANK's right of set-off, the BANK is hereby granted a security interest in any amount which the BANK may owe to the
undersigned, or any endorsers or guarantors, including any balance or share of any deposit or investment or other
property, tangible or intangible, owned by or in which the undersigned or endorsers or guarantors have an interest, and
additions and substitutions thereto, and any such property acquired hereafter by the undersigned, endorsers or guarantors,
which may be in possession or control of the BANK, which property will also secure any other liabilities of the
undersigned, endorsers or guarantors to the BANK, either now existing or hereinafter arising. However, any collateral
subject to the Right of Rescission as defined in Regulation Z (12 CFR 226) is hereby excluded. Upon demand, the
undersigned, endorsers and guarantors will deposit additional collateral with the BANK, in form and amounts satisfactory
to the BANK, for the further securing of any liability of the undersigned, endorsers and guarantors, now existing or
hereafter incurred.
5.2 REIMBURSABLE EXPENSES. The UNDERSIGNED authorizes the BANK, without demand and acting in its discretion in each instance,
to charge and withdraw from any credit balance which the UNDERSIGNED may then have with the BANK, any amount which shall
be due from the UNDERSIGNED, from time to time in connection with or by reason of the UNDERSIGNED'S application for, and
the making and administration of the loan, perfection of any security interest or mortgage, or appraisal on any
collateral. The BANK, within a reasonable time, shall advise the UNDERSIGNED of each such charge and amount thereof.
5.3 WAIVERS. The undersigned and all endorsers and guarantors waive their right of presentment (any notices to which they may
be entitled), demand for payment, protest and notice of extension or renewal hereof, and agree they shall not be released
or discharged from liability by reason of any extension of time for payment or by reason of the BANK's waiver of any terms
or conditions of this note.
5.4 WAIVER OF TRIAL BY JURY. Each party to this note hereby expressly waives any right to trial by jury of any claim, demand,
action or cause of action (1) arising under this note or any other instrument, document or agreement executed or delivered
in connection herewith, or (2) in any way connected with or related or incidental to the dealings of the parties hereto or
any of them with respect to this note or any other instrument, document or agreement executed or delivered in connection
herewith, or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and
whether sounding in contract or tort or otherwise; and each party hereby agrees and consents that any such claim, demand,
action or cause of action shall be decided by court trial without a jury, and that any party to this agreement may file an
original counterpart or a copy of this section with any court as written evidence of the consent of the parties hereto to
the waiver of their right to trial by jury.
5.5 DEFAULT. This note shall be in default at any time the BANK deems itself insecure or, at the BANK's option, upon the
occurrence of any of the following without notice to the undersigned, any endorsers or guarantors: (a) failure to pay when
due the principal of or interest on the note or any installment thereof; (b) change in the condition or affairs, financial
or otherwise, of any of the undersigned or any endorsers or guarantors which in the opinion of the BANK impairs the
prospect of payment thereof; (c) death, insolvency, termination of business, or commencement of any insolvency or
bankruptcy proceedings by or against any of the undersigned, any endorsers or guarantors; (d) impairment of, damage to, or
destruction of any collateral.
5.6 REMEDIES. On default, the BANK may declare this note and any other obligation of the undersigned, endorsers or guarantors
to be immediately due and payable, unless said obligations were extended by the BANK for 'consumer credit' purposes, and
may apply the property in which it has a security interest toward repayment of this note. The interest rate of this note
shall be increased to 5% above the Bank's Prime Rate or to the maximum interest rate permitted by law, for a commercial
loan of the kind evidenced by this note, upon the occurrence of a default as such term is defined in Section 5.5 of this
note.
At the BANK's option, the undersigned will pay a 'late charge' not exceeding five percent (5%) of any installment or the
balance due at maturity when paid more than fifteen (15) days after the due date thereof to cover the added expense
involved in handling delinquent payments, but such 'late charges' shall not be payable out of the proceeds of any sale
made to satisfy the indebtedness secured hereby, unless such proceeds are sufficient to discharge the entire indebtedness
and all proper costs and expenses secured thereby.
Upon default, the undersigned shall pay the costs of collection and if this note is placed in the hands of an attorney, an
amount equal to twenty percent (20%) of the unpaid principal balance and interest as an attorney's fee, which the
undersigned agrees is reasonable.
5.7 FINANCIAL STATEMENTS. The undersigned agrees to furnish to the BANK, from time to time as the BANK may reasonably request
but not less than annually, copies of its financial statements consisting of consolidated and consolidating balance sheet
and income statement with supporting schedules for the undersigned and its subsidiaries. The statements are to be prepared
in accordance with generally accepted accounting principles by an independent certified public accountant acceptable to
the BANK.
5.8 MISCELLANEOUS. The undersigned authorizes the BANK to surrender this note and related collateral to the person making
final payment.
This note and the rights and remedies of the BANK shall be governed by the laws of the State of New Jersey. If any portion
of this note is held to be void, illegal or of no effect, the remaining portion of this agreement shall nevertheless be
enforceable.
5.9 MULTIPLE ADVANCES. The undersigned acknowledges and understands that:
(1) Advances evidencing disbursements under this note, may be made upon receipt of oral or written instructions or as
required from time to time;
(2) All advances are subject to the BANK'S prior approval;
(3) The balance outstanding on the note at any time shall be the difference between the total advances made less the total
repayments, plus interest and charges, regardless that the sum of the advances may exceed the face amount of the note;
(4) The maximum amount of principal outstanding at any time shall not exceed the face amount of the note, except for
monies expended by the BANK in the payment of any tax, assessment, rent, municipal or governmental charge, premium for
insurance, lien, repair, maintenance, protection or preservation of any collateral securing this note.
5.10 ADVERSE CHANGES IN FINANCIAL/OTHER CONDITIONS: The undersigned warrants that there has been no material adverse change in
the financial or any other condition of the undersigned, since the submission of the loan request to the BANK, which
request resulted in the execution of and is evidenced by this note, which would warrant withholding any disbursement or
future disbursements under this note. The undersigned agrees to immediately advise the BANK, in writing, upon the
occurrence of any material adverse change in the financial condition or any other condition of the undersigned.
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ENDORSEMENT/GUARANTY
In consideration of One Dollar ($1.00), receipt of which is acknowledged,
and of the credit given or discount, loan or extension of time made by or upon
the within note, the undersigned (if more than one, jointly and severally),
hereby unconditionally guarantee to the holder of said note, irrespective of the
genuineness, validity, regularity or enforceability thereof, or of the
obligation evidenced thereby, or of existence or amount of any collateral held
therefor, or of the acceleration of the maturity thereof whether by the terms
thereof or of any other agreement now or hereafter made between the maker and
the payee whether or not the undersigned shall have notice of such agreement,
and irrespective of any other circumstances, that all sums stated therein to be
payable thereunder and under any renewal thereof shall be promptly paid in full
whenever due, in accordance with the provisions thereof, at maturity, by
acceleration or otherwise, and, in case of extension of time payment in whole or
in part, all said sums shall be promptly paid in full whenever due, in
accordance with the provision thereof, at maturity, by acceleration or
otherwise, and, in case of extension of time payment in whole or in part, all
said sums shall be promptly paid when due according to such extension or
extensions at maturity, by acceleration or otherwise; and hereby consent that
from time to time, without notice to the undersigned, payment of any said sums
under said note or any renewal thereof or of any collateral held therefor may be
extended in whole or in part or any of said collateral may be exchanged,
surrendered, or otherwise dealt with as the holder of the within note may
determine, or the rate of interest changed; and hereby waive their right to a
trial by jury, presentment, demand of payment, protest and notice of protest, or
other notice of dishonor and notice of any exchange, surrender, sale or other
dealing with collateral. The signature or signatures of the undersigned hereto
is or are intended as an endorsement of the within instrument as well as the
execution of the foregoing guarantee by each of the undersigned.
BY:____________________________________ BY:_________________________________
BY:____________________________________ BY:_________________________________
BY:____________________________________ BY:_________________________________