Exhibit 10.4
AMENDED AND RESTATED PROMISSORY NOTE
$2,525,000.00
Philadelphia, PA
FOR VALUE RECEIVED, the undersigned, Money Centers of America,
Inc., a Delaware corporation with its chief executive office and
principal place
of business at 700 S. Henderson Road, Suite 210, King of Prussia,
PA 19406
("Borrower"), promises to pay to the order of Mercantile Capital,
L.P., with
offices located at 2320 Haverford Road, Ardmore, PA 19003
("Lender") the
principal sum of Two Million Five Hundred Twenty-Five Thousand
Dollars
($2,525,000) or, if less, the aggregate outstanding principal
balance of all
advances made by Lender to Borrower under the Amended and Restated
Loan and
Security Agreement, dated as of October 24, 2003 (as amended,
supplemented,
extended or otherwise modified from time to time, the "Loan
Agreement"), between
Borrower and Lender, together with interest thereon, at said office
of Lender,
at the time and at rates per annum as provided in the Loan
Agreement.
This Note is issued pursuant to the Loan Agreement. All terms
used and not otherwise defined in this Note shall have the meanings
given to
them in the Loan Agreement. Upon the occurrence and during the
continuance of an
Event of Default set forth in the Loan Agreement, the entire unpaid
balance of
principal and accrued interest of this Note and all other amounts
owing under
the Loan Agreement shall, at the option of Lender, be immediately
due and
payable without presentment, demand, protest or notice of any kind,
all of which
are expressly waived.
This Note is issued by Borrower in order to amend, restate and
evidence, and to be a substitute for that certain Amended and
Restated Revolving
Loan Note dated October 24, 2003 (the "Prior Note"), by Borrower in
favor of
Lender; however, the substitution of this Note for the Prior Note
does not
constitute a novation of or extinguish the indebtedness evidenced
by the Prior
Note, and the obligations of Borrower thereunder and hereunder are
continuous.
Payment Schedule.
(a) Interest only shall be due and payable monthly, in
arrears, at the rate or rates per annum specified in the Loan
Agreement,
commencing on February 1, 2007 (interest through January 1, 2007
having been
paid on the date hereof), and continuing on the first day of each
succeeding
month, until all indebtedness and obligations owing under this Note
are paid
finally and in full.
(b) All principal due and owing under this Note shall be paid
on the Loan Maturity Date, unless such maturity is accelerated by
Lender
following the occurrence and during the existence of an Event of
Default.
(c) In the event that any payment under this Note shall not be
received by Lender within five (5) days of the date it is due,
Borrower shall,
to the extent permitted by law, pay to Lender a late charge of 10%
of the
overdue payment. Any such late charge assessed is immediately due
and payable.
Time is of the essence of this Note. All payments of principal
and interest shall be made in full in lawful money of the United
States of
America, without set-off, counterclaim, deduction or withholding
for any reason
whatsoever, at the offices of Lender, or at such other place as may
be directed
by Lender.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, BORROWER IRREVOCABLY AUTHORIZES THE PROTHONOTARY OR ANY
ATTORNEY OF ANY
COURT OF RECORD IN PENNSYLVANIA OR ELSEWHERE TO APPEAR FOR AND
CONFESS JUDGMENT
AGAINST BORROWER FOR ANY AND ALL AMOUNTS UNPAID ON THIS NOTE AND
UNDER THE LOAN
AGREEMENT, INCLUDING INTEREST THEREON TO DATE OF PAYMENT (SUCH
AMOUNT AND THE
OC
