Loading...
HomeMy WebLinkAbout02-1822TAYLOR-WHARTON GAS EQUIPMENT, A DIVISION OF HARSCO CORPORATION, Plaintiff VS. LESSORS, INC., Defendant : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : : CIVIL ACTION-LAW NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice have been served. To defend against the aforementioned claims, a written appearance stating your defenses and objections must be entered and filed in writing by you, the defendant, or by an attorney. You are warned that if you fail to take action against these claims, the court may proceed without you and a judgement for any money claimed in the complaint or for any other claim required by the plaintiff may be entered against you by the court without further notice. You may lose money, property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA. 17013 -- (717) 249-3166 (800) 990-9108 NOTICIA Le han demandado a usted en la corte. Si usted quiere defenderse de estas damandas expuastas en Pas paginas siguientes, usted tiene viente (20) dias de plazo al partir de la fecha de la demanda y la notificacion. Usted debe presentar una apariencia escrita o en persona o por abogado y archivar en la corte en forma escrita sus defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede entrar una orden contra usted sin previo aviso o notificacion y por cualquier queja o alivio que es pedido en la peticion de demanda. Usted puede perder dinero o sus propiedades o otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABODAGO IMMEDIATAMENTE· SI NO TIENNE ABOGAD O SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA O LLAME POR TELEFONE A LA OFICINA CUYA DIRECCION SE ENCUENTRA ESCRIDA ABA JO PARA AVERIGUAR DONDE SE PUEDE CONSEGUIR ASSISTENCIA LEGAL: Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA. 17013 -- (717) 249-3166 (800) 990-9108 TAYLOR-WHARTON GAS EQUIPMENT, A DMSION OF HARSCO CORPORATION, Plaintiff VS. LESSORS, INC., Defendant : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION-LAW COMPLAINT 1. The Plaintiff is Taylor-Wharton Gas Equipment, a division of HARSCO Corporation, a corporation organized and existing under the laws of the state of Delaware, with an address of 4718 Old Gettysburg Road, Suite 300, P.O. Box 8870, Camp Hfl], Cumberland, PA 17001-8870. 2. The Defendant is Lessor's Inc., a corporation organized and existing under the laws of the state of Michigan, with an address of 1300 North Genesee Road, Bu_~con, Michigan 48509. 3. On or about July 13, 1995, the Defendant entered into a Commercial Note pursuant to which it agreed to pay to the Plaintiff the sum of $36,110.00, in 59 consecutive installruents of $769.45, commencing 30 days from the date of shipment of equipment separately purchased by Defendant until paid in full. A copy of the Note with all the terms is attached hereto and made a part hereof as Exhibit "A". pursuant to which is agreed to pay the Plaintiff the sum of $19,954.00 in 59 consecutive installments of $425.19 commencing 30 days from the date of shipment of equipment separately purchased by Defendant until paid in full. A copy of the Note with all the texYns is attached hereto and made a part hereof as Exhibit "C". 12. The equipment referenced in the Note was shipped on June 25, 1997, making the first payment due 30 days thereafter. 13. The Defendant is presently in default on its payments on Note. 14. There is presently due and owing to the Plaintiff by the Defendant the sum of $6,523.10 representing the unpaid balance on the aforesaid Note. 15. On or about May 1, 1998, the Defendant entered into a Cornmerciai Note pursuant to which it agreed to pay the Plaintiff the sum of $44,629.60 in 59 consecutive installments of $934.02 commencing 30 days from the date of shipment of equipment separately purchased by the Defendant until paid in full. A copy of the Note with all the temps is attached hereto and made a part hereof as Exhibit "D". 16. The equipment referenced in the Note was shipped on March 9, 1998, making the first payment due 30 days thereafter. 17. The Defendant is presently in default on its payments on Note. 18. There is presently due and owing to the Plaintiff by the Defendant the amount of $23,756.78. 19. On or about June 22, 1999, Defendant entered into a Commercial Note pursuant to which it agreed to pay the sum of $33,867.00 in 59 consecutive installruents of $705.49 commending 30 days from the date of shipment of equipment separately purchased by the Defendant until paid in full. A copy of the Note with all the tex-ms is attached hereto and made a part hereof as Exhibit "E". 20. The equipment referenced in the Note was shipped on July 31, 1999, making the first payment due 30 days thereafter. 21. The Defendant is presently in default on its payments on Note. 22. There is presently due and owing to the Plaintiff by the Defendant the amount of $23,946.01 representing the unpaid balance on the Note. 23. On or about July 9, 1999, Defendant entered into a Commercial Note pursuant to which it agreed to pay the Plaintiff the sum $21,785.00 in 59 consecutive installments of $453.81 commencing 30 days from the date of shipment of equipment separately purchased by Defendant until paid in full. A copy of the Note and all the teni,s is attached hereto and made a part hereof as Exhibit "F". 24. The equipment referenced in the Note was shipped on August 25, 1999, making the first payment due 30 days thereafter. 25. The Defendant is presently in default on its payments on Note. 26. There is presently due and owing to the Plaintiff by the Defendant the amount of $18,517.59 representing the unpaid balance on the Note. 27. On or about October 26,1999, the Defendant entered into a Commercial Note pursuant to which it agreed to pay to the P]~ir~tiff the sum of $52,590.00 in 59 consecutive installments of $1,098.07 commencing 30 days from the date of shipment of equipment separately purchased by Defendant until paid in full. A copy of the Note and all the te, ms is attached hereto and made a part hereof as Exhibit "G". 28. The equipment referenced in the Note was shipped on October 29, 1999, making the first payment due 30 days thereafter. 29. The Defendant is presently in default on its payments on Note. 30. There is presently due and owing to the Plaintiff by the Defendant the amount of $46,320.66 representing the unpaid balance on the Note. 31. On or about February 17, 2000, the Defendant entered into a Commercial Note pursuant to which it agreed to pay to the Plaintiff the sum of $26,508.00 in 59 consecutive installments of $560.61 commencing 30 days from the date of shipment of equipment separately purchased by Defendant until paid in full. A copy of the Note and all the tex,,,s is attached hereto and made a part hereof as Exhibit "H". 32. The equipment referenced in the Note was shipped on March 10, 2000, making the first payment due 30 days thereafter. 33. The Defendant is presently in default on its payments on Note. 34. There is presently due and owing to the Plaintiff by the Defendant the amount of $23,078.11 representing the unpaid balance on the Note. 35. On or about May 2, 2000, the Defendant entered into a Commercial Note pursuant to which it agreed to pay to the Plaintiff the sum of $68,504.60 in 59 consecutive installments of $1,463.96 commencing 30 days from the date of shipment of equipment separately purchased by Defendant until paid in full. A copy of the Note and all the te,ms is attached hereto and made a part hereof as Exhibit "I". 36. The equipment referenced in the Note was shipped on June 13, 2000, making the first payment due 30 days thereafter. 37. The Defendant is presently in default on its payments on Note. 38. There is presently due and owing to the Plaintiff by the Defendant the amount of $58,004.65 representing the unpaid balance on the Note. 39. In addition to the aforementioned Note obligations of the Defendant, Defendant also maintained an open account with the Plaintiff for the purpose of purchases on revolving open credit. 40. Defendant was required to pay the open account in full within 30 days of invoice 41. The current balance on the open account is $1,703.35, which is more than 30 days overdue. 42. Pursuant to the te~ms of all of the aforementioned Notes, the Defendant is responsible for the payment of all costs and expenses, including reasonable attorneys fees and disbursements, which may be incurred by Plaintiff in the collection of the Notes with the enforcement of the company's rights and remedies thereunder. 43. Plaintiff has made demand upon the Defendant for the full amount of the above Note obligations and open account balance, yet despite demand, the Defendant has failed to and/or refused to make payments as aforesaid. WHEREFORE, Plaintiff requests this Honorable Cour~ to enter Judgment in favor of the Plaintiff and agair~st the Defendants in the amount of $209,199.78 as of March 13, 2002, plus contin~]ir~g interest at the contract rates on each of the aforementioned Notes, plus reasonable attorney's fees and costs of suit. Respectfully submitted, PURCELL, KRU~ Il, Jr "1719 North Front Street Harrisburg, PA 17102 (717) 234-4178 $~6.1xo.oo July 13, 1995 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 HARSCO CORPORATION (the "Company"), at its offices at 1011 Mumma Road. P,O. Box 8316. Camp Hill. Pennsylvania 17001-8316, the principal amount of Thirty-six Thousand One Hundred Ten and 00/100 DOLLARS, in lawtSal money of the United States, pins interest, to be paid as follows: said principal plus interest shall be payable in 59 consecutive equal monthly installments of principal and interest, each in the amount of $769.45 commencing 30 days fi.om the date of shipment of Equipment and on the same day of the month each month thereafter, each of which installments shall be applied t'u-st to the payment of accrued and unpaid interest and then to the payment of principal and a ['mai installment in aa amount which is necessary, to pay in flail all of the outstanding principal plus accrued and unpaid interest on this Note on the date of the final payment. Interest shall accrue at the rate of 10.125% per annum. payments will be applied as aforesaid on the date received. AnDITIONAL TERMS OF THIS NOTE - Each of the following provisions shall apply to this Note, to any extension or modification hereof and to the indebtedness evidenced hereby, except as otherwise expressly stated above or in a separate writing signed by Company and Borrower. ~EBT~DNES$ - This Note evidences the indebtedness of Borrower in connection with the sale of Equipment sold by Company to Borrower. ~rrli:lt~3T - Interest shall be calculated on the basis ora 360-day year and shall be charged for the actual amber of days elapsed. Accrued interest shall be payable monthly. Accrued interes~ shall also be payable when the entire principal balance of this Note becomes due and payable (whether by demand, stated maturity or acceleration) or, if earlier, when such principal balance is actually paid to Company. Interest shall accrue fi.om the date shipment of Equipment is made by Company, provided, however, that to the extent this Note represents a replacement, substitution, renewal or refinancing of existing indebtedness, interest shall accrue fi.om 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. pmiPAYI~:NT - Borrower may at its option prepay all or any portion of the principal balance of this Note without premium or penalty. Prepayments shall be applied to scheduled installments of principal in the inverse order of their maturity, shall be accompanied by payment of accrued interest on the principal amount being prepaid and, unless this Note has been accelerated by Company shall not be permitted in an amount less than the schcdnied principal installment prior to final maturity of the outstanding principal balance. COLLATERAL - This Note and the indebtedness evidenced hereby shall be 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 this Note or indebtedness evidenced hereby. EVENTS OF DEFAULT - Each of the following shall be an Event of Default hereunder: (a) the nonpayment when due of any amount payable under this Note or under any obligation or indebtedness to Company of Borrower or any person liable, either absolutely or contingently, for payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each such person is referred to as an "Obligor"); (b) if Borrower or any Obligor has failed to observe or perform any other existing or future agreement with Company of any nature whatsoever; (c) if any representation, warranty, certificate, financial statement or other information made or given by Borrower or any Obligor to Company is materially incorrect or misleading; (d) if Borrower or any Obligor shall become insolvent or make an sssignment for the benefit of creditors or if any petition shall be filed by or against Borrower or any Obligor under any bankruptcy insolvency law; (e) the entry of any judgment against Borrower or any Obligor which remains unsatisfied for 15 days or the issuance of any attachment, tax lien, levy or garnishment against any property of material value in which Borrower or any Obligor has an interest; (f) if any attachment, levy., garnishment or similar legal process is served upon Company as a result of any claim against Borrower or any Obligor or against any property, of Borrower or any Obligor; (g) the dissolution, merger, consolidation or change in control (as control is del'reed in Rule 12b-2 under the Securities Exchange Act of 1934). of any Borrower which is a corporation or partnership, or the sale or transfer of any substantial portion of any of Borrower's assets, or if any agreement for such dissolution, merger, or consolidation, change in control, sale or transfer is entered into by Borrower, without the written consent of Company; (h) the death of any Borrower or Obligor who is a natural person; (i) if Company determines reasonably and in good faith that an event has occurred or a condition exists which has had. or is likely to have. a material adverse effect on the f'mancial condition or creditworthiness of Borrower or any Obligor. or on the ability, of Borrower or any Obligor to perform its obligation evidenced by this Exhibit 'A" transfer, of Company's interest m this Note without notice to Borrower. Borrower agrees that the liability of Borrower to any assignee of Company or any subsequent ,3ssignee,of such assignee, shall be absolute and unconditional. CONSENT TO JURISDICTION AND VENUE - [N ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MA'VI'ER 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 OF THE COMMONWEALTH OF PENNSYLVANIA WHERE COMPANY 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 COUNTY. EACH UNDERSIGNED PARTY AGREES THAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAY BE DULY EFFECTED UPON IT BY MAILING A COPY THEREOF, BY REGISTERED MAIL. POSTAGE PREPAID, TO EACH UNDERSIGNED PARTY. WAIVER OF JURY TRIAL . EACH UNDERSIGNED PARTY HEREBY WAIVES AND COMPANY BY ITS ACCEPTANCE HEREOF THEREBY WAIVES. TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY. ANY MA'I-FER (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 COMPANY TO ENTER INTO, ACCEPT OR RELY UPON THIS NOTE. [-N WITNESS WHEREOF, Borrower, 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. Corporation or Partnership: Lessors, Inc. By: (Print name and title) Gary S. Peters, Vice President Individual: Witness x (Print name of Wimess) (Print name of Borrower) (Print name of Witness) (Print name of Borrower) CoMMEKCIAL 5OTE 5' 17,820.~0 July 3, 1996 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 HARSCO CORPORATION (the "Company"), at its offices at 1011 Mununa Road. P. O. Box 8316. Camp Hill. PA 17001-8316, the principal amount of Seventeen Thousand Eight ltundred Twenty and 00/100 DOLLARS. in lawful money of the United States. plus interest, to be paid as follows: said principal plus interest shall be payable in 59 consecutive equal monthly installments of pnncipal and interest, each in the amount ors 377.09 commencing 30 days from date of shipment of Equipment and on the same day of the month each month thereafter, each of which installments shall be applied first to the payment of accrued and unpaid interest and then to the pa.vment of principal and a final installment in an amount which is necessary, to pay in full all of the outstanding principal plus accrued and unpaid interest on this Note on the date of the final payment. Interest shall accrue at the rate of 9.825 % per annum. Payments will be applied as aforesaid on the date received. ?d>DrrION~d~ TERMS OF THIS ,~OTE - Each of the folloxx4ng provisions shall apply to this Note. to any e~ension or modification hereof and to the indebtedness evidenced hereby, except as othenvise expressly stated above or in a separate writing signed by Company and Borrower. INDEBTEDNESS - This Note evidences the indebtedness of Borrower in connection with the sale of Equipment sold by Company to Borrower. t,~TEm~ST - Interest shall be calculated on the basis of a 360-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 when the entire principal balance of this Note becomes due and payable (whether by. demand, stated matUrity or acceleration) or, ff earlier, when such pnncipal balance is actually paid to Company. Interest shall accrue from the date shipment of Equipment is made by Company, 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. PAYMENT - A prepayment of principal (including any pnncipal repayment as a result of acceleration by Company of this Note) shall reqmre immediate payment to Company of a prepayment fee equal to the amount by which the aggregate present value of scheduled principal and interest payments eliminated by the prepayment exceeds the principal amount being prepaid. Said present value shall be calculated by application of a discount rate detenmned by Company, in its reasonable judgment, to be the yield-to-maturity plus 1.15% at the time of prepayment, on U.S. Treasury securities having a maturity which most closely approximates the final maturity date of the principal balance then outstanding. Whether or not a prepayment fee is required hereunder, prepayments shall ~ applied to scheduled installments of pnncipal in the inverse order of their maturity, shall be accompanied by payment of accrued interest on the principal amount being prepaid and. unless this Note has been accelerated by Company shall not be permitted in an mount less than the scheduled principal installment prior to final maturity of the outstanding principal balance. Notwithstanding, any provision contained herein, the maximum prepayment to be paid by Borrower under this Note shall not exceed the foregoing expressed as a percent of the outstanding pnncipai balance being prepaid: Fully 1st 2nd 3rd 4th Sth Amortized Year Year Year Year Year I 2.00% 2 2.50% 2.00% 3 3.50% 3.00% 2.00% 4 4.00% 3.50% 3.00% 2.00% 5 5.00% 4.00% 3.50% 3.00% 2.00% COLLATERAL This Note and the indebtedness evidenced herebv shall be secured by any lien or security interest evidenced by a uniting (whether now existing or hereafter executed) which contmns a provision to the effect that such lien or secu.qty interest zs intended to secure this Note or indebtedness evidenced hereby. ~.v~'rs or ~)v-VAULT - Each of the following shall be an Event of Default hereunder: (a) the nonpayment when due of any amount payable under this Note or under any obligation or indebtedness to Company of Borrower or any person liable, either absolutely or contingently, for payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each such person is referred to as an "Obligor"); (b) if Borrower or any Obligor has failed to observe or perform any other existing or future agreement with Company of any nature whatsoever: (c) if any representation, warranty, certificate, financial statement or other information made or given by Borrower or any Obligor to Company is materially incorrect or rmsleading; (d) ff Borrower or any Obligor shall become insolvent or make an assignment for the benefit of Exhibit "B" creditors or finny petition shall be filed by or against Borrower ot any Obhgor under any bankruptcy, or thsoiven~' law' re) the en~' ,tf anyjuagmcnt against Borrower or any Obligor w,hich remains up, satisfiegl for 15 days or the issuance of any attachment. ~x lien. , levv or garmshment against any property, of material value in MUch Borrower or any Obligor has an interest: (f) ff' any enactment. le~, garmshment or similar legal process is serve,i upon Company as a result of any claim against Borrower or any Obligor or against any property of Borrower or any Obligor. (g) the dissolution, merger, consolidation or change in control (as control is defined in Rule 12b-2 under the Security Exchange Act of 1934), of any Borrower which is a corporation or partnership, or the sale or transfer of any substantial portion of any of Borrower's assets, or if any agreement for such dissolution, merger, or consolidation. change in control, sale or transfer is entered into by Borrower. without the written consent of Company; (h) the death of any Borrower or Obligor who is a natm-al person; (i) if Company deterrmnes reasonably and in good faith that an event has occurred or a condition e.,dsts which has had, or is likely to have. a material adverse effect on the financial condition or creditworthiness of Borrower or any Obligor, or on the ability of Borrower or any Obligor to perform its obligation evidenced by this Note; (j) if Borrower shall fail to remit promptly when due to the appropriate government agency or authorized depository., any amount collected or withheld from any employee of Borrower for payroll taxed. Social secun .ty payments or similar payroll deductions: (k) if any Obligor shall attempt to terminate or disclaim such Obligor's liability for the indebtedness evidenced by. this Note; (I) if Company shall reasonably and in good faith detenmne and noti~. Borrower tlmt any collateral for this Note or for the indebtedness evidenced hereby is insufficient as to quality or quantity.; (m) ffBorrower shall fail to pay when due any material indebtedness for borrowed money other than to Company; o'f (n) if Borrower shall be notified of the failure of Borrower or any Obligor to provide financial and other information promptly when reasonably requested by Company. COMP.aaNY'S REMEDIES - Upon the occurrence of one or more Events of Default, unless Company elects otherwise, the enm'e unpaid balance of this Note and all accrued interest shall be immediately due and payable without notice to Borrower or any Obligor, and Company may, immediately or at any time thereatter, exercise any or all of its rights and remedies hereunder or under any agreement or otherwise under applicable law against Borrower, any Obligor and any collateral. Company may exercise its rights and remedies in any order and may, at its option, delay in or refrain from exercising some or all of its rights and remedies without prejudice thereto, ff Borrower falls to make any payment when due hereunder, Borrower shall pay company a service charge of five percent (5%) of such delinquent amount plus interest thereon from the due date thereof until paid at the rate set forth above. NOTICE TO BORROWER - Any notice required to be given by Company under the provisions of this Note shall be effective as to each Borrower and each Obligor when addressed to Borrower and deposited in the mail, postage prepaid` for delivery by first class mail at Borrower's mmling address as it appears on Company's records. PAYMENTS - All payments due under this Note are to be made in immediately available funds. If Company 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 Company. PAYMENT OF COSTS - [U addition to the principal and interest payable hereunder, Borrower agrees to pay Company, on demand, all costs and expenses (including reasonable attorney's fees and disbursements) which may be incurred by Company in the collection of this Note or the enforcement of Company's fights and remedied hereunder. REPRESENTATIONS BY BORROWER - If Borrower is a corporation or a general or limited partaership, Borrower represents and warrants that it is validly existing and in good standing in the jurisdiction under whose laws it was orgamzed. If Borrower is a corporation, Borrower represents and warrants that the execution, delivery and performance of this Note are within Borrower's corporate powers, have been duly authorized by all necessary, action by Borrower's Board of Directors, and are not in contravention of the terms of Borrower's charter, by-laws, or any resolution of its Board of Directors. If Borrower is a general or limited partnership, Borrower represents and warrants that the execution, delivery and performance of this Note have been duly authorized and are not in conflict with any provision of Borrower's partnership agreement or certificate of limited partnership. Borrower fiu'ther represents and warrants that this Note has been validly executed and is enforceable in accordance with its terms, that the execution, delivery and performance by Borrower of this Note are not in contravention of law and do not conflict with any indenture, agreement or undertaking to which Borrower is a party or is otherwise bound, and that no consent or approval of any governmental authority, or any third party is required in connection with the execution, delivery and performance of this Note. WAIV~R. gTC., - Borrower and each Obligor waive presentment, dishonor, notice of dishonor, protest and notice of protest. Neither the failure nor any delay on the part of Company to exercise any right, remedy, power or privilege hereunder shall operate as a waiver or modification thereof. No consent, waiver or modificatiun of the terms of tiffs Note shall be effective unless set forth in a writing signed by company. All rights and remedies of Company are cumulative and concurrent and no single or parttal exercise of any power or privilege shall preclude any other or fm'ther exercise of any right, power or privilege. MISCELLA~'~EOUS - This Note is the unconditioual obligation of Borrower. and Borrower agrees that Company 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 a right of setoff'or against any pamcular Obligor. All representation, warranties and agreements herein are made jointly and severally by each Borrower. [t'any provision of this Note shall be held invalid or unenforceable, such invalidity of unenforceability shall not aiFect anv other provision hereof. To the extent that this Note represents a replacement, substitution, renewal or refinancing oft pre- cx~sting tote or other evidence of indebtcdness, the indebtedness represented by. such pre-existing note or other instrument shall not be deemed to have been extinguished hereby. This Note has been deliverfid in and shall be governed by a_nd construed in accordance with the Jaws of the Commonwealth of Pennsylvama withou£ regard to the lqw conflicts. Tiffs Note shall be binding upon eaqh , l~orrowe3 and each Obligor and upon their personal representatives.' heirs, successors and assigns, and shall benefit Company and its successors and assigns. ASSIGNMENT BY COMPANY - Company may assign or transfer, and Borrower hereby consents to the assignment or transfer, of Company's interest in this Note without notice to Borrower. Borrower agrees that the Liability of Borrower to any assignee of Company or any subsequent assignee of such assignee, shall be absolute and unconditional. CONSENT TO JURISOICTrlON A~D VENUE - IN ANY LEGAL PROCEEDING I~OLVING, DIRECTLY OR INDIRECTLY. A~N~Y MATTER ARISING OUR OF OR RELATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HEREBY. EACH UNDERSIGNED PARTY HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JIJRISDICTION OF .~NY STATE OR FEDERAL COURT LOCATED IN A~x~ COUNTY OF THE COMMONWEALTH OF PENNSYLVA~NIA WHERE COMP.~~/Y MAINTAINS AN OFFICE AND AGREES NOT TO RAISE &NY OBJECTION TO SUCH JURISDICTION OR TO THE LAYING OR MAINTAINING OF THE VENUE OF ANY SUCH PROCEEDING IN SUCH COUNTY. EACH UNDERSIGNED PARTY AGREES THAT SERVICE OF PROCESS IN A~NY SUCH PROCEEDING MAY BE DULY EFFECTED UPON IT BY MAILING A COPY THEREOF, BY REGISTERED M~klL~ POSTAGE pREPAID, TO EACH UNDERSIGNED PARTY. WAIVER OF JURY TRIAL - EACH UNDERSIGNED P.4.RTY HEREBY WAIVES AND COMPAiVY BY ITS ACCEPTANCE HEREOF THEREBY WAIVES, TRIAL BY JURY IN ANY LEGAL PROCEEDING hNVOLVING, DIRECTLY OR INDIRECTLY, A~NY NLkTTER (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 COMPANY TO ENTER INTO, ACCEPT OR RELY UPON THIS NOTE. IN WITNESS WHEREOF, Borrower, 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. Corporation or Partnership: Lessors, Inc. Arciffe G. Peters, President (Print name and title) By: (Print name and tide) Individuals: Witness (print name of Wimess) Borrower X (Print name of Borrower) x (print name of Borrower) (print name of Witness) COMMERCIAL NOTE June 11. 1997 $19,954.0o FOR VALUE RECEIVED. each of thc uudersigncd, joiutly and severally if more than one (hereinafter collectively referred to as "Borrower"). promises to pay to the order of HARSCO CORPORATION (the "Company"). at its offices at 4718 Old Gettysbtlrg Rd.. Ste. 30O. P,O. Box 8316. Camp Hill. Pennsylvania 17001- 8316. thc principal amount of Nineteen Thuusand Nine Hundred Fifty-Four & 00/100 DOLLARS, in lawful moucv of thc United States. plus interest, to 0c paid as follows: said principal plus interest shall be payable in 59. Consecutive equal monthly installments of principal and interest, each in the amount of $-~25.19 commencing 30 days from thc date of shipment of Equipment and on thc same day of the month each month thereafter, each of xvl~ich iustallmcnts shall be applied first to the payment of accrue~t and unpaid interest and then to the payment of principal and a final instalhueat in an amonat which is ~eces~' to pay in full all of the ou~tanding principal plus accrued and unpaid interest on this Note on fi~e date of the final payment. Interest shall accrue at the rate of IO. 12~% ~r annum. Payments will bc applied as aforc$qid on thc date received. AIHHTION,Xl, TERMS OF Tills NOTE - Each of thc following provisions shall apply to this Note. to any extension or m~ificalion hereof and to thc indebtedness evidenced hereby, except as othe~vi~ expressly stated a~ve or in a separate xx rating si~ncd by Compm~y and Borrower. i~l)l~U'l'l.;I)~l.;Ss - This Note cvidcaces tl~c indebtedness of Borrower in connectiou with the ~lc of Equipment sold by Company to Borrower. ~'r~,:REs'r - Intcrcst shall ~ calculated on thc basis ora 3604ay year and shall be charged for fl~e actual numar of da~s elapsed. Accnscd imcrcst shall ~ payable monthly. Accrued interest shall al~ ~ ~yable when ~e enQre prJncipal balancc of this Nolc ~comcs dnc and payable (whcthcr by demand, stated mamfi~' or acceleration) or. ff earlier. ~vhcn such principal balance is actually paid to Company. Interest shall accrue from the date shipment of Equipmcm is made by Company. providcd, howcver, that to the extent this Note rcprcsen~ a replacement. substitution, rcncxval or refinancing of existing indebledne~, interest shall accrue from the &ate her~f. Interest shall accrue on thc unpaid balance hcrcorat thc rote provided for in this Note until thc entire unpaid balance has bccu paid in fifll, aotwithstanding thc cnt~' o~ any judgment against Borm~s~r. PREPAYMENT - Borrox~cr may at its option prepay all or any ~nion of the principal balance of this Note without prcminm or ~aalty. Pmpaymcuts shall ~ applied to ~hcdulcd insmllmcn~ of principal in thc invcr~ o~cr of Ilzcir nmturitv, shall ~ accompanicd by payment of accrued interest on thc principal amount ~ing prepaid and. unless this ~otc has ~cn accelerated by Company shall not ~ ~rmittcd in an amount less than thc schedul~ principal iustalhncnt prior to final maturity of the outstanding princi~l balance. (:ot,L.x'rg~xl, - This Note and thc indebtedness evidenced hereby shall ~ secured by any lien or ~curi~' interest cvidcuccd bv a writing (whether uow existing or hcrc~tcr ex,uteri) which contains a provision to the eff~t that snch lien or'security interest is intended to secure this Note or indebtedness evidenced hereby. EVENTS O~' I)EFAUI,T - Each of tbe following shall ~ an Event of Default hereunder: (a) the uon~qyment when due of auv amount payable under this Note or under any obligation or indebtedness to Company of Borro~*~r or any ~rs~n liable, either ab~lutch' or contingently, for payment of any indcbtednc~ evidenced hereby, inclu~ng cndor~rs, guarantors and su{ctics (each such ~r~n is rcfcrrcd t~ as an "Obligor"): (b) if Borrower or any Obligor has Failed to obsc~'c or ~rform am' other existing or future agreement with Company of auy aaturc xvhats~'er: ~c~ if auy rcprc~utation, xxarrantv.'ccnlficatc, financial statement or other information made or given by Bo~ower or auv Obligor to Cmupanv is nu~tcrialiy incor~ct or misleading: (d) if Borrowcr or any Obligor shall ~me insol('cut or umkc an assi~umcnt Cot Ibc ~ucfit o~crcditors or if any ~tition shall ~ filcd by or against Bo~ower or any Obligor undcr nay bankruptcy insoh'cncv laxv: (e~ the cnt~' of auy judgmcut against Bormx~r or any Obligor which remains ~msatisficd (or 15 days ~r the issuance of~nny attachment, tax li~n. lexy or garnishment agaiust an) properly of malcrtal xalnc in xxhich Borrower or any Obligor has an interest: (D ifauy attachment. lcxx. garmshmcnt 6r smular legal pr~css is sc~'cd upou Compnny ns a result of any claim against Borrower or Exhibit "C" any Obligor or against any property of Borroxxcr or mty Obligor: [gl thc dissolution, merger, consolidation or change m control (ils control is deft,ted iu Rule 12b-2 under the Securities Exchange Act of 1934). of any Borro~ver xx hich is a corporalion or panuership, or d,e sale or transfer of any substantial portion of any of Borrower's assets. or if any agrccmcut for soch dissohuion, merger, or consolidation, change iu control, sale or transfer is entered into by Borro~cr. ~uthont thc writ]ca consent of Company: ti,) the dcath ofauy Borrm~'cr or Obligor who is a ,mtural pm'son: l il if Compan.~ dctcr,ttiucs reasouabiy and iu good faith that au cvcut has occurred or a condition exists v, i,ich has had. or is likely to have. a material adverse cffccl ou the financial condition or creditworthiness of Borro~cr or auy Obligor. or on tile abili~5 of Borro~er or any Obligor to pcrlbrm its obligation evidenced by this No]c: (j) if Borrmx'cr shall fail Io rcnm prompll.~ xdmu duc to thc appropriate govcrumcnt agency or authorized dcposito~', a,~y amouut collected or ~uthhcld from auy employee of Borrower for payroll taxes. Social Security payments or similar payroll deductions: (k) ifauy Obligor shall attempt to terminate or disclaim such Obligor's liability for the iudcbtcdncss cvidcnccd by Ibis Note: (I) if Company shall reasonably and in good faith dc]ermine aud uotify Borrower dm] am' collateral for tilts Nolo or for the indebtedness evidenced hereby is insullicient as to qualily ired quanlit.v: (m) if Borrot~cr shall Fail 1o pay ~l,c,~ duc any material indebtedness for borrowed money olhcr thau Io Company: or (u) if Borro~cr shall be notified of tile failure of Borrower or any Obligor to provide financial aud other imrormation promptly t~hcn rcasouably requested by Company. ('t)MP,~,.N'I,"~;, REMEDIES - Upon occurrence of one or more Events of Default. unless Company elects otherwise, the entire unpaid balance of this Note and all accn, cd interest shall be immediately due and payable without notice to Borrox~cr or any Obligor. and Company utay. immediately or at an5' nme thereafter, exercise any or all of its rights and remedies hcreuudcr or under auy agreement or othcmisc under applicable law against Borrower. any Obligor and an5' collateral. Company may exercise its rights and remedies in any order and may. at its option, delay in or refrain from exercising some or all of its rights and remedies without preJudice thereto, l£Borrowcr fails to make any paymcut x~hcn due hereunder. Borro~'cr shall pa)' Company a sca'ice charge of five percent (5%) of such dcliuqucnt amount plus interest thereou from the due date thereof until paid at the rate set forth abeve. ~ov~¢:~; 'fo uo~mow ga - Auy notice required to be given by Company under the provisions of this Note shall be effective as to each Borrower and each Obligor when addressed to Borrower and deposited in the mail. postage prepaid, for deliven.' by first class mail at Borrower's mailing address as it appears on Company's records. I',t.'fMENTS - All payments due under this Notc are to be made in immediately available funds. If Company accepts payment in any other form. such payutcut shall not be deemed to have been made until the funds comprising such paymcm have actually been received by or made available to Company. I'A¥.MI,;N'r OF COSTS - Ill addition lo thc principal and interest payable hereunder. Borrower agrees to pay Coulpauy. oil dcutand, ali costs al,d c.xpc~lscs (tach,ding rcasonablc attorney's fccs and disbursements) which may be i,lcurrcd by Company m thc collcctiou of this Note or the cnforecmcnt of Compnuy's rights and remedies hcrcuudcr. I{I,;I'RI,;.'41,;~¥r.¥1'ION,'4 IIY II(}Rl(O'~ ER - If Borrm~'cr is a corporation or [inlilcd partucrship. Borrowcr represents and warrants that it is validly existing a,td iu good standing in the jurisdictiou under whose laws it was organized. If Borrower is a corperation. Borrm~cr represents and ~*arrants that Ibc cxccution, delivery and performance of this NoIc arc within Borro~vcr's corporate powers, have been duly authorized by all necessar7 action b.v Borrower's Board of directors, and arc uot iu contrnvcqtiou of thc terms of Borrower's charier, by-laws, or any resolution of its Board of Directors. If Borroucr is a general or limited parlncrship. Borrm~'cr represents and warrants that the cxccutiou, delivery and pcrforutaacc of this Note have been duly authorized and are not in conflict with any provision of Borrowcr's panncrship agrecmet]t or certificate of limited partncrsltip. Borrower further represents aud ~vurrnnts Ihat Ihis Note has bccl, validly executed hud is cnl'orccablc i,t accordance u'ith its terms, that the execution, dclivcn' and performance by Borrower of this Notc are not in contravention of law and do not conflict ~itlt any indenture, agrecmc,]t or uudcrtakmg lo which Borrower is a para.' or is othem'ise bound, and that no consent or approval of any govermncutal at, thority or a,ty third party is reqnircd in connection with the execution. dclivcn.' and performance of this Note. V~'AIVI,;R. ET('. - Borro~cr aud each Obligor ~aivc prescntmcnt, dishonor, notice of dishonor, protest and notice of protest. Neither the Ihihlre ilor au?,' delay on the part of Company to excrc,se any right, remedy, power or privilege hereunder shall operate as a ~mver or modification thereol~ No consent. ~aiver or modificalion of the terms of Ihis Note shall be effective unless set forth in a writing s~gned by Company. All rights and remedies o£Company are cuotulaUve and coucurrcnt and no single or partial exercise o£any po~ver or privilege shall preclude any other further exercise ofauy right, po~vcr or privilege. ?.IIS('ELI,ANEOI'S - This Note is Ih¢ unconditional obligation o£ Borrower. and Borro~ver agrees that Company shall ual be required to exercise an5' o£ its rights or remedies against an.,,' collateral in which it holds a lien or securit'v mlcmst or against which it has a righl o£sctoffor against an5' particular Obligor. All mpresemation, warranties and agreements hcrcm arc madc.ioinll.~ and sc~ crally by each Borro~vcr. If any provision of this Note shall be held invalid or uuenforceable, such validity or nncuforccability shall not affect any other provision hereo£. To the extent Ihat this Nolo rcprcscnls a rcplaccmcnl, subslitulion, renewal or refinancing o£a pre. existing note or other cvidcllcc o[ indebtedness, thc indebtedness rcpmscutcd by such pre-existing note or other mstruulem shall not be dccmcd to have been extinguished hereby. This Note has beeu delivered iu and shall be governed by and construed in accordance x~itll Iht laxxs Of tile Commom~cald) of Pennsylvania x~ ithout regard to tile lax,,' conflicts. This Note shall be binding upon each Borrox~cr and each Obligor and upon their personal representatives, heirs, successors and assigns, and shall benefit Company and its successors and assigns. .\SSI(;NMEST BY COMP.'~NV - Colllpall.', ii1;l~,' assign or trans£er, and Borrower hereby con$clltS [o the assignment or Iransl'cr. o£ Company's interest in Ibis Nolc ~ithout aolic¢ to Borroucr. Borrower agrees that the liability of Barracker lo any assignee or Compan.~ or am, subsequent assignee of such assigucc, shall be absolute and nncouditional. ('ON:~E.NT TO .II:RI.'q)I('TI¢)N AND VENIE - IN ANV I.EGAI. I'ROCEEI)ING INVOL".'ING. DIRECTLY OR INDIRECWLY, ANY MATTER ARISING al ;T OF OR REI,ATEI) 'FO Tills NOTE OR TIIE RELATIONSIIIP EVIDENCED tlEREBY, EACH VNI)ERSIGNED PARTY IIEREBY IRREVO('ABI,Y SUBMITS TO TIlE NONEXCI,USIVE JURISDICTION OF ANY STATE OR FEI)E~M, COURT I,~'ATED IN ANV ('OI'NTY OF TIlE COMMONWEALTII OF PENNSYLVANIA WHERE COMPANY MAINTAINS AN OFFICE AND AGREES StYr TO ~[ISE ANY ()~IEf.~ION TO Sl;CIi .IURISDI~ION OR TO TIlE LAYING OR MAINTAINING OF TIlE VENUE OF ANY SI'CII PR~:EEDING IN ~UCII COUNTY. EACII UNDERSIGNED PARTY AGRE~ TIIAT SERVICE OF PR~;E.~ IN ANY SI ('11 PROCEEDING MAY BE DULY EFFECTED UPON IT BY MAILING A COPY TIIEREOF. BY REGIKFERED MAIL, PONTA(;E PREPAID, TO EACII UNDERSIGNED PARTY. Xx'AIVER OF JURY TRIAl. - EACII UNDERNICNED PARTY IIEREBV WAIVES AND COMPANY BY ITS ACCEPTANCE HEREOF TIIEREllY ~A'AIVES. TRIAL IIV JUR'f IN AN'f I.EGAL PR(X:EEDING INVOIo¥1NG. DIRECTLY OR INDIRECTLY, ANY MATTER ('.,%'IIETIIER SOUNDING tN TORT. CONTR, tsCT OR OTIIERWlSE) IN ANY WAY ARISING OUT OF OR RELATED TO Tills NOTE ¢)R TIlE RELA'FIONSlIIP EVIDENCED IIERERY. 'Fills PROVISION IN A MATERIAL INDUCEMENT FOR CO.,M P. XN V TO ENTER INTO, ACCEPT OR RELY UPON Tills NOTE. IN WITNESS WHEREOF. Borrower. iutcndiug this to be a scaled instrumem and intending to be legally bound hereby, has executed and delivered this Note as of the day and year first above written. COrllor:ttion or P;trlnershill: Lesso r.~;, Inc. /~llll::lllll~. Peters. President . CO'?,I.Xl E RCIAL 44,629.60 May 1, 1998' 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 HARSCO CORPORATION (the "Company"), at its offices at 4718 Old Gettysburg Rd., Suite 300, Mechanicsburg, Pennsylvania, P.O. Box 8316. Camp Hill, Pennsylvania 17001-8316, the principal amount of Forty-four Thousand Six Hundred Twenty-nine and 60/I00 DOLLARS, in lawful money oft. he United States, plus interest, to be paid as follows: said principal plus interest shall be payable in 59 Consecutive equal monthly installments of principal and interest, each in the amount of $934.02 commencing 30 days from the date of shipment of Equipment and on the same day of*he month each month thereafter, each of which installments shall be applied first to the payment of accrued and unpaid interest and then to the payment of principal and a final installment in an amount which is necessary, to pay in full all of the outstanding principal plus accrued and unpaid interest on this Note on the date of the final payment. Interest shall accrue at the rate of 9.35% per armum. Payments will be applied as aforesaid on the date received. ADDITIONAL TERMS OF THIS NOTE - Each of the following provisions shall apply to this Note, to any extension or modification hereof and to the indebtedness evidenced hereby, except as otherwise expressly stated above or in a separate writing signed by Company and Borrower. INDEBTEDNESS - This Note evidences the indebtedness of Borrower in connection with the sale of Equipment sold by Company to Borrower. tNTEREST- Interest shall be calculated on the basis ora 360-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 when the entire principal balance of this Note becomes due and payable (whether by demand, stated maturity or acceleration) or, if earlier, when such principal balance is actually paid to Company. Interest shall accrue from the date shipment of Equipment is made by Company, 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. PREPAYMENT - Borrower may at its option prepay all or any portion of the principal balance of this Note without premium or penalty. Prepayments shall be applied to scheduled installments of principal in the inverse order of their maturity, shall be accompanied by payment of accrued interest on the principal amount being prepaid and, unless this Note has been accelerated by Company shall not be permitted in an amount less than the scheduled principal installment prior to final maturity of the outstanding principal balance. COLLATERAL - This Note and the indebtedness evidenced hereby shall be 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 this Note or indebtedness evidenced hereby· ~:VE,X'TS OF DEF^uL'r - Each of the following shall be an Event of Default hereunder: (a) the nonpayment when due of any amount payable under this Note or under any obligation or indebtedness to Company of Borrower or any person liable, either absolutely or contingently, for payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each such person is referred to as an "Obligor"); (b) if Borrower or any Obligor has tailed to observe or perform any other existing or future agreement with Company of any nature whatsoever: (c) if any representation, warranty, certificate, financial statement or other reformation made or given by Borrower or any Obligor to Company is materially incorrect or misleading; (d) if Borrower or any Obligor shall become insolvent or make an assignment for the benefit of creditors or if any petition shall be filed by or against Borrower or any Obligor under any ba 'nkruptcy insolvency law; (e) the entry of any judgment against Borrower or any Obligor which remains unsatisfied for 15 days or the issuance of any attachment, tax lien, levy or gamishment against any property of material value in which Borrower or any Obligor has an interest: (f) if any anachment, levy, 2amishment or stmilar legal process is served upon Company as a result of any claim against Borrower or any Obligor or against any property of Borrower or any Obligor; (g) the dissolution, merger, consolidation or change in control (as control is defined in Rule 12b-2 under the Securities Exchange Act of 1934), of any Borrower which is a corporation or partnership, or the sale or transfer of any substantial portion of any of Borrower's assets, or if any agreement for such dissolution, merger, or consolidation, change in control, sale or transfer is entered into by Borrower, without the written consent of Company: (h) the death of any Borrower or Obligor who is a natural person: (i) if Company determines reasonably and in good faith that an event has occurred or a condition exists v,,hich has had. or is likely to have, a material adverse effect on the financial condition or creditworthiness of Borrower or any Obligor, or on the ability of Borrower or any Obligor to perform its obligation evidenced by this Note; (j) if Borrower shall fail to remit promptly when due to the approprmte government agency or authorized deposstory., an)' amount collected or xvlthhetd from any employee of Borrower for payroll taxes, Soc a Security payments or similar payroll deductions: (k) if any Obliuor shall attempt To terminate or disclmm such Obligor's · ' ' ~ Exhibit "D" UNDERfilGNED PARTY HEREBY IRREVOCABLY 5Cit?',IIT5 TO THE NO, EXCLUSIVE dURI.>DIC-I'ION OF A.",'t $ L-',. i'E C.R FEDERAL COURT LOCATED IN ANY COUNTY OF THE COMMONWEALTH OF PENNSYLVANIA WHERE COMPANY 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 COUNTY. EACH UNDERSIGNED PARTY AGREES THAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAY BE DULY EFFECTED UPON IT BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO EACH UNDERSIGNED PARTY. WAIVER OF JURY TRIAL - EACH UNDERSIGNED PARTY HEREBY WAIVES AND COMPANY 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 EVIDF~NCED HEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR COMPANY TO ENTER INTO, ACCEPT OR RELY UPON THIS NOTE. 1N WITNESS WHEREOF, Borrower, 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. Corporation or Partnership: By: (Print name and title) Lessors, Inc. / Qa~ ~. Peters, Pre,ident (Print name and title) Individual: Witness x (Print name of Witness) x (Print name of Witness) x (Print name of Borrower) x (Print name of Borrower) 33.867.00 CO:,~,i,M ERi.:IAL .NO 1 L June 22, 1999 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 HARSCO CORPORATION (the "Company"). at its offices at .~718 O d Getwsburg Rd.. Suile 300. Mechanicsburg, Permsylvania. P.O. Box 8316, Camp Hill, Pennsylvania 17001-8316, the principal amount of Thirty-three Thousand Eight Hundred Sixty- seven and 00/100 DOLLARS, in lawful money of the United States, plus interest, to be paid as follows: said principal plus interest shall be pavane in 59 Consecutive equal monthly installments of principal and interest, each · - ~ the date of shipment of Equipment and on the same day of the in the amount of $705.49 conm~encmg .~0 days fron month each month thereafter, each of which installments shall be applied first to the payment of accrued and unpaid interest and/hen to the payment of principal and a final installment in an amount which is necessary to pay in full all of the outstanding principal plus accrued and unpaid interest on Otis Nole on the date of the final paymern. Interest shall accrue at the rate of 9.15% per annum. Payments v,.fll be applied as aforesaid on the date received. ADDITIONAL TERMS Of Tills NOTE - Each of the following provisions shall apply to this Note, to any extension or modification hereof and to the indebtedness evidenced hereby, except as otherwise expressly stated above or in a separate writing signed by Company and Borrower. INDEBTEDNESS - This Note evidences the indebtedness of Borrower in connection with the sale of Equipment sold by Company to Borrower. INTER£ST - Interest shall be calculated on the basis of a 360-day year and shall be charged for thc actual number of days elapsed. Accrued interest shall be payable monthly. Accrued interest shall also be payable when the entire principal balance of this Note becomes due and payable (whether by demand, stated maturi~ or acceleration) or, if earlier, when such principal balance is actually paid to Company. Interest shall accrue from the date shipment of Equipment is made by Company, provided, however, thai to the extent this Note represents a replacement, substitution, renewal or refirmncing 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. PREPAYMENT - Borrower may at its option prepay all or any portion of the principal balance of/his Note without premium or penalty. Prepayments shall be applied to scheduled installments of principal in the inverse order of their maturity, shall be accompanied by payment of accrued interest on the principal amount being prepaid and, unless this Note has been accelerated by Company shall not be permitted in an amount less than the scheduled principal installment prior to final maturity of the outstanding principal balance. COLLATERAL - This Note and the indebtedness evidenced hereby shall be 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 this Note or indebtedness evidenced hereby. EVENTS OF DEFAULT - Each of the following shall be an Event of Default hereunder:. (a) the nonpayment when due of any amount payable under this Note or under any obligation or indebtedness to Company of Borrower or any person liable, either absolutely or contingently, for payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each such person is referred to as an "Obligor ') (b) if Borrower or any Obligor has failed to observe or perform any other existing or future agreement with Company of any nature whatsoever; (c) if any representation, warranty, certificate, financial statement or other information made or given by Borrower or any Obligor to Company is materially incorrect or misleading; (d) if Borrower or any Obligor shall become insolvent or make an assignment for the benefit of creditors or if any petition shall be filed by or against Borrower or any Obligor under any ba 'nkruptcy insolvency law; (e) the entry of any judgment against Borrower or any Obligor which remains unsatisfied for 15 days or/he issuance of any attachment, tax lien, levy or garnishment against any property of material value in which Borrower or any Obligor has an interest; (f) if any attachment, levy. gamistunent or similar legal process is served upon Company as a result of any claim against Borrower or any Obligor or against any property of Borrower or any Obligor; (g) the dissolution, merger, consolidation or change in control (as conu'ol is der'reed in Rule 12b-2 under the Securities Exchange Act of 1934), of any Borrower which is a corporation or partnership, or the sale or transfer of any substantial portion of any of Borrower's assets, or if any agreement for such dissolution, merger, or consolidation, change in control, sale or transfer is entered into by Borrower, without the wri~en consent of Company; (h) the death of any Borrower or Obligor who is a natural person; (i) if Company determines' reasonably and in good faith that an event has occurred or a condition exists which has had, or is likely to have, a material adverse effect on the financial condition or creditworthiness of Borrower or any Obligor, or on the ability of Borrower or any Obligor to perform its obligation evidenced by this Note; (j) if Borrower shall fail to remit promptly when due to the appropriate govermnent agency or authorized depository., any amount collected or v,.ithheld from any employee of Borrower for pa)roll taxes. Social Security r',avrnen~ or qmilar navrolt deductions: (k} finny Oblic. or shall anempt to terminate or discl.a, im such Obligor's ~ Exhibit"E" CONSENT TO JURISDICTION AND VENUE - IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY. ANY MA']~'ER ARISING OUT OF OR RELATED TO Tills NOTE OR TIlE RELATIONSIIIP EVIDENCED IIEREBY. EACII UNDERSIGNED PARTY HEREBY IRREVOCABLY SUBMITS TO TIlE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN ANY COUNTY OF TIlE COMMONWEALTll OF PENNSYLVANIA WIIERE COMPANY MAINTAINS ~N OFFICE AND AGRE~ NOT TO ~ISK ANY OBJE~ION TO SUCII JURISDICTION OR TO THE LAYING OR MAINTAINING OF TIlE VENUE OF ANY SUCH PROCEEDING IN SUCH COUNTY. EACH UNDE~IGNED PARTY AGREES THAT SERVICE OF PROC~S IN ~Y SUCII PROCEEDING MAY BE DULY EFFE~ED UPON IT BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE pREPAID, TO EACH UNDE~IGNED PAR~. WAIVER OF JURY TRIAL - EACH UNDERSIGNED PARTY HEREBY WAIVES AND COMPANY BY ITS ACCEPTANCE HEREOF THEREBY WAIVF.~, TRIAL BY JURY IN A~'Y LEGAL PROCEEDING INVOLVING. DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT. CONTRACT OR OTItERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS NOTE OR THE RELATIONSltlP EVIDENCED HEREBY. Tills PROVISION IS A MATERIAL INDUCEMENT FOR COMPANY TO ENTER INTO. ACCEPT OR RELY UPON Tills NOTE. IN WITNESS WHERJ~OF, Borrower, intending [his lO be a sealed insn'umenl and inlending lo be legally bound hereby, has executed and delivered this Note as of the day and year first above wrinen. Corporation or Partnership: By: (Print nam,' and title) Lessors, Inc. Gary S. Peters. President (Print name and title) Individual: Witness (Print name of WimeSS) (Print name of Wimps) X (Print name of Borrower) (Print name of Borrower) COM.'~IERCIAL NOTE $ 21,785.00 July 9. 1999 FOR VALUE ILECEIVED, each of the undersigned, jointly and severally if more than one (hereinafter collectively referred to as "Borrower"}, promises to pay to the order of HARSCO CORPORATION (tile "Company"). al its offices at 471g Old Gerq:,sburg Rd.. Suite 300. Mcchanicsburg, Pennsylvania, P.O. Box 8316, Camp Hill. Pennsylvania 17001-8316, tile principal amount of Twenty-one Thousand Seven Hundred Eighly-five and 00/100 DOLLARS, in lawful money of tile U,~iled States, plus interest, to be paid as follows: said principal plus interest shall be payable in 59 Consecutive equal monthly installmen,s of principal and interest, each in tile amount of $453.81 commencing 30 days from the dale of shipmenl of Equipment and on tile same da), of the month each month thereafter, each of which installments shall be applied first to tile payment of accrued and unpaid interest and then to the payment of principal and a final installment in an amount which is necessary to pay in full all of the outstanding principal plus accrued a,~d unpaid inlerest on this No~e on the date o£ thc final payment. luterest shall accrue at tile rate o£ 9.15% per annum. Payments will bc applied as aforesaid on tile dale received. ADDITIONAL TER~IS OF Tills NOTE - Each of the following provisions shall apply to this Note. to any extension or modification hereof and to tile indebtedness evidenced hereby, except as otherwise expressly staled above or in a separate writing signed by Company and Borrower. INII, EBTEDNESS - This Note evidences the indebtedness of Borrower in connection with the sale of Equipment sold by Company to Borrower. INT£1~EST - Interest shall be calculated on the basis ora 360-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 when the entire principal balance of this Note becomes due and payable (whether by demand, stated maturity or acceleration) or, if earlier, when such principal balance is actually paid to Company. Interest shall accrue from the date shipment of Equipment is made by Company. provided, however, that 1o the exlent this Nole represents a replacement, substitution, renewal or refinancing of existing indebtedness, interest shall accrue from the date hereof. Interest shall accrue on tile 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. I'I,t£PAYI~t£NT - Borrower may at its option prepay all or any portion of the principal balance of this Note without premium or penalty. Prepayments shall be applied to scheduled installments o£principal in the inverse order of their maturity, shall be accompanied by payment of accrued interest on the principal amount being prepaid and, unless this Note has been accelerated by Company shall not be permitted in an amount less than the scheduled principal installment prior to final maturity of the outstanding principal balance. COLLAT£R.AL - This Note and the indebtedness evidenced hereby shall be 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 this Note or indebtedness evidenced hereby. EV£/'~'TS OF DEFAULT - Each of the following shall be an Event of Default hereunder: (a) the nonpayment when due of any amount payable under this Note or under any obligation or indebtedness to Company of Borrower or any person liable, either absolutely or contingently, for payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each such person is referred to as an "Obligor"); (b) if Borrower or any Obligor has failed to observe or perform any other existing or future agreement with Company of any nature whatsoever; (c) if any representation, warranty, certificate, financial statement or other information made or given by Borrower or any Obligor to Company is materially incorrect or misleading; (d) if Borrower or any Obligor shall become insolvent or make an assignment for the benefit of creditors or if any petition shall be filed by or against Borrower or any Obligor under any ba 'nkruptcy insolvency law; (e) the entry of any judgment against Borrower or any Obligor which remains unsatisfied for 15 days or the issuance of any anachment, tax lien, levy or garnishment against any property of material value in which Borrower or any Obligor has an interest; (0 if any auachment, levy, garnishment or similar legal process is served upon Company as a result o£ any claim against Borrower or any Obligor or against any property of Borrower or any Obligor; (g) the dissolution, merger, consolidation or change in control (as conu'ol is del'reed in Rule 12b-2 under the Securities Exchange Act of 193,*), of any Borrower which is a corporation or parmership, or the sale or transfer of any substantial portion of any of Borrower's assets, or if any agreement for such dissolution, merger, or consolidation, change in control, sale or u'ansfer is entered into by Borrower, without the written consent o£ Company; (h) the death of any Borrower or Obligor who is a natural person; (i) if Company determines reasonably and in good faith that an event has occurred or a condition exists which has had, or is likely to have. a material adverse effect on the financial condition or creditworthiness of Borrower or any Obligor. or on the abili~ of Borrower or any Obligor to perform its obligation evidenced by this Note; (j) i£ Borrower shall fail to remit promptly when due to the appropriate government agency or authorized depository, any amount collected or withheld from any employee of Borrower for payroll taxes, Social Security r, avments or similar l~a','roll deductions: (k) if any Obligor shall a,empt lo tem'nnate or discla m such Obligor's · - Exhibit '~F" '- -~ COMMERCIAL .XOTE October 26. 1999 ' $ 52.590.00 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 HARSCO CORPOtL4.TION (the "Company"). at its offices au ~718 O d Gew,,sburg Rd., Suite 300. Mecltanicsburg. Pennsylvania, P.O. Box 8316. Camp Hill, pennsylvania 17001-$316. tile principal amount of Fifty-two Thousand Fi,`'e Hundred Ninety and 00/100 DOLLARS, in lawful money of the United States, plus interest, to be paid as follows: said principal plus interest shall be payable in 59 Consecutive equal momhly installments of principal and interest, each in the amount of S 1,098.07 commencing .30 days from the date of shipment of Equipment and on the same day of the month each month thereafter, each of which installments shall be applied first to the payment of accrued and unpaid interest and then to the payment of principal and a final installment in an amount which is necessary to pay in full ail of the outstanding principal plus accrued and unpaid interest on this Note on the date of the final payment. Interest shall accrue at the rate of 9.25% per annum. Payments :,,,ill be applied as aforesaid on the date received. ADDITIONAL TERMS OF THIS NOTE - Each of tile follov,,ing provisions shall apply to this Note, to any extension or modification hereof and to the indebtedness evidenced hereby, except as otherwise expressly stated above or in a separate writing signed by Company and Borrower. IND;BTEI)NESS ' This Note evidences the indebtedness of Borrower in connection with the sale of Equipment sold by Company to Borrower. INTEREST - Interest shall be calculated on the basis ora 360-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 ,,,,,hen the entire principal balance of this Note becomes due and payable (whether by demand, stated maturity or acceleration) or, if earlier, when such principal balance is actually paid to Company. Interest shall accrue from the date shipment of Equipment is made by Company, 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. PREPAYMENT - Borrower may at its option prepay all or any portion of the principal balance of this Note ,`vithout premium or penalty. Prepayments shall be applied to scheduled installments o£principal in the inverse order of their maturity, shall be accompanied by payment of accrued interest on the principal amount being prepaid and, unless this Note has been accelerated by Company shall not be permitted in an amount less than the scheduled principal installment prior to final maturity of the outstanding principal balance. COLLATERAL - This Note and the indebtedness evidenced hereby shall be secured by any lien or security interest evidenced by a wining (whether no'.'.' existing or hereafter executed) which contains a provision to the effect that such lien or security interest is intended to secure this Note or indebtedness evidenced hereby. EVENTS OF DEFAULT - Each of the following shall be an Event of Default hereunder: (a) the nonpayment when due of any amount payable under this Note or under any obligation or indebtedness to Company of Borrower or any person liable, either absolutely or contingently, for payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each such person is referred to as an "Obligor"); (b) if Borrower or any Obligor has failed to observe or perform any other existing or future agreement with Company of any nature whatsoever; (c) if any representation, warranty., certificate, financial statement or other information made or given by Borrower or any Obligor to Company is materially incorrect or misleading; (d) if Borrower or any Obligor shall become insolvent or make an assignment for the benefit of creditors or if any petition shall be filed by or against Borrower or any Obligor under any bankruptcy insolvency law; (e) the entry of any judgment against Borrower or any Obligor xvhich remains unsatisfied for I5 days or the issuance of any anachment, tax lien, levy or garnishment against any property of material value in which Borrower or any Obligor has an interest: (0 if any anactunent, levy. garnishment or similar legal process is served upon Company as a result of any claim against Borrower or any Obligor or against any property of Borrower or any Obligor; (g) the dissolution, merger, consolidation or change in control (as control is defined in Rule 12b-2 under the Securities Exchange Act of 193~.), of any Borrower which is a corporation or partnership, or the sale or transfer of any substantial portion of any of Borrower's assets, or if any agrezment for such dissolution, mc:ger, or consolidation, change in control, sale or transfer is entered into by Borrower, without the written consent of Company: (h) the death of any Borrower or Obligor who is a natural person: (i) if Company determines reasonably and in good faith that an event has occurred or a condition exists which has had, or is likely to have, a material adverse effect on the financial condition or creditworthiness of Borrower or any Obligor, or on the ability of Borrower or any Obligor to perform its obligation evidenced by this Note; (j) if Borrower shall fail to remit promptly when due to the appropriate government agency or authorized depository, any amount collected or withheld from any employee of Borrower for payroll taxes, Social Security payments or similar payroll deductions' (k) if any Obligor shall attempt to terminate or disclaim such Obligor's ' Exhibit "O" February 17, 2111111, 26.5118. FOR VPd-UE RECEIVED, each of the undersigned, jointly and severally if more than one (hereinafter collectively referred to as "Borrower"). promtse~ to pay to the order o[ H:M'~,SCO CORPORATION [the "Company"), at its of'i'~ces at 47 8 Old Gettysburg Rd.. Suite 300. Mechanicsburg. Pennsylvania. P.O. Box 8316. Camp Hill. Pennsylvania 17001-8316. the principal amount dj" Twenty-six Thousand Five Hundred Eight and 00/100 DOLLARS. in lawful money of the United States, plus interest, to be paid as t'ollows: said principal plus interest shall be payable in 59 Consecutive equal monthly installments of' principal and interest, each in the amount dj,' $5611.61 commencing 30 days from the date of' shipment of Equipment and on thc same day of the month each month thereafter, each of which installments shall be applied first to the payment of accrued and unpaid interest and then to the payment of principal and a final installment in an amount which is necessary to pay in full al/oi,'the outstanding principal plus accrued and unpaid interest on this Note on thc date of the final payment. Interest shall accrue at the rate of' 9.80% per annum. Payments will be applied as aforesaid on the date received. ADDITIONAL TEI'~MS OF TIllS NOTE - Each of the following provisions shall apply to this Note, to any extension or modification hereof' and to the indebtedness evidenced hereby, except as otherwise expressly stated above or m a separate writing signed by Company and Borrower. INDEBTEDNE$,'.'.S - This Note evidences the indebtedness ot" Borrower in connection with the sale of Equipment sold by Company to Borrower. INTEREST - Interest shall be calculated on the basis of a 360-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 when the entire principal balance of this Note becomes due and payable (whether by demand, stated maturity or accelerationl or. if' earlier, when such principal balance is actually paid to Company. Interest shall accrue (,'rom the date shipment dj,' Equipment is made by Company. 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 fbr in this Note until the entire unpaid balance has been paid in i,ull, notwithstanding the entry of any judgment against Borrower. I"RI~PA YMI'-'NT - Borrower may at its option prepay all or any portion of the principal balance oi" this Note without premmm or penalty· Prepayments shall be applied to scheduled installments dj,' principal in the inverse order oi" their maturity, shall be accompanied by payment of accrued interest on the principal amount being prepaid and, unless this Note has been accelerated by Company shall not be permitted in an amount less than the scheduled principal installment prior to final maturity of the outstanding principal balance. COLLATERAL - This Note and the indebtedness evidenced hereby shall be secured by any lien or security interest evidenced by a writing (whether now existing or hereafter executed) which contains a provision to thc effect that such lien or security interest is intended to secure this Note or indebtedness evidenced hereby. EVENTS OF DEFAULT - Each of thc following shall be an Event of' Dui'suit hereunder: (a) the nonRaymcnt when duc of' any amount payable under this Note or under any obligation or indebtedness to Company of' Borrower or any person liable, either absolutely or contingently, tbr payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each such person is rci,'crred to as an "Obligor"); (bt if Borrower or any Obligor has (,'ailed to observe or perform anv other existing or future agreement with C,,m~any dj,' any nature whatsoever; (cf it' any rcpresentauon, warranty, certificate, financial statement or other inlbrmat:on made or ~ivcn by Borrower or an>' Obligor to Company is materially incorrect or misleading: (df ii" Borrower or any Obligor shall become insolvent or make an assignment tbr thc benefit of creditors or if any petition shall be filed by or against Borrower or any Obligor under any bankruptcy insolvency law: (c} the entry of any judgment against Borrower or any Obligor which remains unsatisfied tbr 15 days or thc issuance o1" any attachment, tax lien. levy or garnishment against any property of motor(al value in which Borrower or an>' Obligor has an interest: i,) il' an.',' attachment, levy. g:,rnishmcnt or similar legal process is served upon Company as a result of any claim against Borrower or any Obligor or against any property of Borrower or any Obligor; (g) thc dissolution, merger, consolidation ur change in control (as control is defined in Rule 12b-2 under the Securities Exchange Act of 19341. dj,' any Borrower which is a corporation or partnership, or thc sale or transfer of an:..,~,,;,tanual portion dj,' an)' o( Borrower's a~scts, or il' any agreement for such dissolution, merger, or consolidation, change m control, sale or transfer is entered into by Borrower, without thc written consent of Company: th) thc death of any Borrower or Obligor who is a natural person; (if ii" Company determines reasonably and in good faith that an event has occurred or a condition exists which has had. or is likely to have. a material adverse effect on thc financial condition or creditworthiness of Borrower or any Obligor. or on thc ability of' Borrl)wcr or any Obligor to pcrtbrm its obligation evidenced by this Note: l j) it' Borrower shall (,'ail to remit promptly when duc to Ihe approprmtc government agency or authorized dcpos I,urv. any amount collected or Exhibit "H" ASSIGNMENT BY COMPANY - Company may assign or trane:or, anci Borrower hcrcg? cu~'..c;:;* ;~' ;;ac ;~;~,~;:;c;,~ ~. transtar, of Company's mlercst in this Note without notice to ~orrower. Bo~owcr ~rcc~ that thc liabilily or' Borrower to ~ny ~ssi~ncc of Company or any subscqucm ~ssiDncc'of such assignee, shall bc absolute 3nd unconditional. CONSE~ TO JURISDI~ION AND VE~E · IN k~ LEGAL PROCEEDING I~OLVING. OI~LY OR INDIRE~LY. ANY MA~ER A~SING O~ OF OR ~TED TO THIS NOTE OR TIlE ~LATIONSIIIP EVIDENCED IIE~BY. EACII UNDE~IG~D PARTY HE,BY IR~VOCABLY SUBMITS TO TIlE NONEXCLUSIVE JU~SDI~ION OF ANY STATE OR FEDE~kL COURT LOCATED IN A~ COU~Y OF TIIE Co$~ON~ALTH OF PENNSYLVANIA ~IE~ COMPA~ ~kI~AINS AN OFFICE AND AG~ES NOT TO ~ISE A~ OBJE~ION TO SUCH JU~SDI~ION OR TO TIlE LAYING OR MAI~AINING OF TIlE VE~E OF ANY SUCH PROCEEDING IN SUCIt COU~Y. EACH UNDE~IGNED PARTY AG~ES TIIAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING ~XY BE DULY EFFE~ED UPON IT BY MAILING A COPY TIIEI~OF. BY ~GI~E~D ~LXIL. POSTAGE p~PAID. TO EACH U~E~IGNED PARTY. WAIVER OF JURY TR~L - EACH UNDE~IG~D PARTY tIE,BY WAIVES A~ COMPA~ BY ~S ACCE~FANCE IIE~OF TIIE~BY WAIVe. T~L BY jURY IN A~ LEGAL PROCEEDING INVOLVING. DI~LY OR INDIRE~LY. A~ ~ER (~IETI[ER SOU~ING IN TORT. CO~X~ OR O~IERWISE) IN ANY WAY A~SING OUT OF OR ~LATED TO THIS NOTE OR THE ~LATIONSHIP EVIDENCED HE,BY. TIllS PROVISION IS A MATERIAL I~UCEME~ FOR COMPA~ TO E~R I~O. ACCE~ OR ~LY UPON THIS NO~. IN WIT~SS W~OF. Bo~ower. intending this to be a scaled instrument and intending to be legally bound hereby, has exccumd and delivered this Note as of thc day and year first above written. Corporation or Partnership: By: (Print name and title) L~,~sors, [tlC. Oarv $. Peters, President (Print name and title) Individual: Witness (Print name of Witnc~) X (Print name or' Witness) (Print name of Borrower) (Print name of Borrower) COMMERCIAL NOTE 68,504.60 May 2, 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 HARSCO CORPORATION (the "Company"), at its offices at 47[8 Old Gettysburg Rd., Suite 300. Mechanicsburg. Pennsylvania. P.O. Box 83 Camp Hill. Pennsylvania 1700[-8316, the principal amount of Sixty-eight Thousand Five Hundred Four and 60/100 DOLLARS, in lawful money ot" the United States. plus interest, to be paid as follows: said principal plus interest shall be payable in 59 Consecutive equal monthly installments of principal and interest, each in the amount ot" $1,463.96 commencing 30 days from the date of shipment oi.' Equipment and on the same day of the month each month thereafter, each of which installments shall be applied first to the payment oi.' accrued and unpaid interest and then to the payment of principal and a final installment in an amount which is necessary to pay in full all oi" the outstanding principal plus accrued and unpaid interest on this Note on the date of the final payment. Interest shall accrue at thc rate of 10.25% per annum. Payments will be applied as aforesaid on the date received. ADDITIONAL TERMS OF TI-lIS NOTE - Each of thc tbllowing provisions shall apply to this Note. to any extension or modification hereof and to the indebtedness evidenced hereby, except as otherwise expressly stated above or in a separate writing signed by Company and Borrower. INDEBTEDNESS - This Note evidences the indebtedness of Borrower in connection with the sale of Equipment sold by Company to Borrower. INTER. EST - Interest shall be calculated on the basis ora 360-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 when the entire principal balance of this Note becomes due and payable (whether by demand, stated maturity or acceleration) or. if earlier, when such principal balance is actually paid to Company. Interest shall accrue from the date shipment of Equipment is made by Company, provided, however, that to the extent this Note represents a replacement, substitution, renewal or refinancing of existing indebtedness, interest shall accrue tram thc date hereof. Interest shall accrue on the unpaid balance hereof at the rate provided tbr in this Note until the entire unpaid balance has been paid in full. notwithstanding the entry of any judgment against Borrower. I, REPAYIVlENT - Borrower may at its option prepay all or any portion of the principal balance of'this Note without premium or penalty. Prepayments shall be applied to scheduled installments of principal in the inverse order of. their maturity, shall be accompanied by payment of accrued interest on the principal amount being prepaid and, unless this Note has been accelerated by Company shall not be: permitted in an amount less than the scheduled principal installment prior to final maturity of the outstanding principal balance. COLLATERAL - This Note and the indebtedness evidenced hereby shall bc 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 this Note or indebtedness evidenced hereby. EVENTS OF DEFAULT - Each of the following shall be an Event of Default hereunder: (a) the nonpayment when due of any amount payable under this Note or under any obligation or indebtedness to Company of Borrower or any person liable, either absolutely or contingently, for payment of any indebtedness evidenced hereby, including endorsers, guarantors and sureties (each such person is referred to as an "Obligor"); (b) if Borrower or any Obligor has failed to observe or perf.orm any other existing or future agreement with Company of any nature whatsoever; (c) ii" any representation, warranty, certificate, financial statement or other information made or given by Borrower or any Obligor to Company is materially incorrect or misleading; (d) if Borrower or any Obligor shall become insolvent or make an assignment i.br the benefit of creditors or ii" any petition shall be filed by or against Borrower or any Obligor under any bankruptcy insolvency law: (¢) thc entry oi.' any judgment against Borrower or any Obligor which remains unsatisfied i.br 15 days or the issuance of any attachment, tax lien. levy or garnishment against any property of material value in which Borrower or any Obligor has an interest; ti') ii" any attachment, levy. garnishment or similar legal process is served upon Company as a result of any claim against Borrower or any Obligor or against any property of Borrower or any Obligor; (g) thc dissolution, merger, consolidation or change in control (as control is defined in Rule 12b-2 under the Securities Exchange Act of 1934). of any Borrower which is a corporation or partnership, or thc sale or transfer of any substantial portion of any of Borrower's assets, or ii" any agreement tbr such dissolution, merger, or consolidation, change in control, sale or transl'~r is entered into by Borrower. without the written consent of Company: th) the death of any Borrower or Obligor who is a natural person; ti) if Company determines reasonably and in good thtth that an event has occurred or a condition exists which has had. or is likely to have. a material adverse effect on the financial condition or creditworthiness of Borrower or any Obligor. or on the ability oi" Borrower or any Obligor to pcrtbrm ~ts obligation evidenced by this Note; (j) if Borrower shall fall to remit promptly when due ~o the appropriate government agency or authorized d. epository, any amoont coll,'cted ur Exhibit "I" ASSIG,'~VIENT BY COMPANY. Company may assign or trafisfer, and Borrower hereby consents [o thc asszgnmcnc or transfer, of Company's interest in this Note without notice, to ,~orr, ower. Borrower agrees that the liability of Borrower to any assignee of Company or any subsequent assignee or' such assignee, shall be absolute and unconditional. CONSENT TO JURISDICTION AND VENUE - IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MAT~'ER ARISING OUT OF OR RELATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HEREBY, EACIt UNDERSIGNED PARTY HEREBY IRREVOCABLY SUBMITS TO TtIE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN ANY COUNTY OF THE COMMONWEALTH OF PENNSYLVANIA WHERE COMPANY 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 COUNTY. EACH UNDERSIGNED PARTY AGREES THAT SERVICE OF PROCESS IN AN'Y SUCH PROCEEDING ~Y BE DULY EFFECTED UPON IT BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE PREPAID, TO EACH UNDERSIGNED PARTY. WAIVER OF JURY TRIAL · EACH UNDERSIGNED PARTY HEREBY WAIVES AND COMPANY 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 WA Y ARISING OUT OF OR I~LATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR COMPANY TO ENTER INTO, ACCEPT OR RELY UPON Tills NOTE. IN WITNESS WF~REOF, Borrower. 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. Corporation or Partnership: By: (Print name and title) By: Lesso r~, [nc. Gary S. Peters. President (Print name and title) Individual: Witness (Print name of Witness) x (Print name of Witness) x (Print name of Borrower) x (Print name of Borrower) VERIFICATION COMPANY NAME: Taylor-Wharton Gas Equipment, a division of HARSCO Corporation I verify that the statements made in the foregoing Complaint are true and correct. I understand that false statements herein are made subject to the penalties of 18 PA C.S. § 4904 relating to unsworn falsification to authorities. COURT OF COMMON PLEAS OF CUMBERLAND COUNTY 9TM JUDICIAL DISTRICT COMMONWEALTH OF PENNSYLVANIA AFFIDAVIT OF SERVICE PROCESS TAYLOR-WHARTON GAS EQUIPMENT, A DIVISION OF HARSCO CORPORATION, Plaintiff versus LESSORS, INC., Defendant NO. 02-1822 CIVIL TERM CIVIL ACTION-LAW Know all persons by these presents that I, GEO%~E SEAHA~ , was assigned to duly execute this service upon the following Defendant, LESSOR~'/INC. at 1300 North Genesee Road, Burton, Michiqan 48509. I hereby depose and say: 1. That I am of the necessary age and sound mind to execute said service. 2. That I am not a party to the action or have any interest in it. 3. That I am an agent of , a County, Michigan, licensed private investigator. I hereby certify that on ~-.~a¥ 10, 2002 at approximately 2: 30 p.m. a true and correct copy of the Notice and Complaint were served on the above-named party or witness in the following manner: ~ I personally delivered them into the hands of the person to be served. ~1 By leaving a copy ~ h~is/her usual place of abode with , whose relationship to the defendant is ~ ~,'~ , and who is a suitable age and discretion and also residing therein. [~ By leaving a CO~l~ with , the manager/clerk of place of lodging in which defendant resides. [~ By leaving a copy with , the agent in charge of defendant's office or usual place of business. Job title or position of agent is Q After due and diligent efforts, described below, I was unable to serve the process because: Descrip~n of Recipient:,,..,,, ~ ~ /~ ~'~),- ~ ~ARY PETER /A _ R,ce:_ ~ApproximateHeight~.~ApproximateWeight:~pproximateAge: ~ID~~ Subscribed and sworn to before me Sig%atur~f Process Se~er ' this /~ day of ~,~/ ,2002. Nota~ Public ~A G~