Exhibit 10.2
THIS PROMISSORY NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBJECT TO THE
INTERCREDITOR AND
SUBORDINATION
AGREEMENT
OF EVEN DATE HEREWITH BETWEEN
MERCANTILE CAPITAL,
L.P. AND BAENA ADVISORS, LLC. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE TRANSFER OF THIS PROMISSORY
NOTE IS SUBJECT TO
CERTAIN RESTRICTIONS SET FORTH THEREIN.
PROMISSORY NOTE
$4,750,000.00
December 28, 2006
FOR VALUE RECEIVED, the undersigned, MONEY CENTERS OF AMERICA,
INC., a Delaware corporation, with offices at 700 South Henderson
Road, Suite
325, King of Prussia, Pennsylvania 19406 (the "Borrower"), promise
to pay to the
order of BAENA ADVISORS, LLC at the office designated below, the
principal sum
of FOUR MILLION SEVEN HUNDRED FIFTY DOLLARS ($4,750,000.00) or such
lesser
principal amount as set forth below, together with interest on the
unpaid
principal balance hereof payable as set forth below. All such
principal and
interest shall be payable in lawful money of the United States of
America in
immediately available funds at the offices of Lender, at 21 East
5th Avenue,
Suite 204, Conshohocken, Pennsylvania 19428 or such other address
as Lender may,
from time to time, notify the Borrower.
This Promissory Note (the "Note") arises out of the Credit and
Security Agreement, dated December 28, 2006, by and between the
Borrower and the
Lender (as amended, modified, or supplemented from time to time,
the "Credit
Agreement"). Reference is made to the Credit Agreement for a
statement of the
respective rights and obligations of the parties and the terms and
conditions
therein provided, under which all or any part of the principal
hereof, accrued
interest thereon, and other amounts payable under the Credit
Agreement may
become immediately due and payable. Capitalized terms used but not
otherwise
defined herein shall have the respective meanings given to them in
the Credit
Agreement.
Notwithstanding the face amount of this Note, the Borrower's
liability hereunder shall be limited at all times to the actual
aggregate
outstanding Indebtedness to the Lender under the Credit Agreement
as established
by Lender's books and records, which books and records shall be
conclusive
absent manifest error. Interest shall accrue on the outstanding
principal
balance hereof at the rate or rates provided for in the Credit
Agreement.
The occurrence of an Event of Default under the Credit
Agreement constitutes an Event of Default under this Note and
entitles Lender,
in accordance with the Credit Agreement, to declare this Note
immediately due
and payable.
The Borrower hereby waives presentment, demand for payment,
notice of dishonor or acceleration, protest and notice of protest,
and any and
all other notices or demands of any kind in connection with the
delivery,
acceptance, performance, default or enforcement of this Note,
except any notice
requirements set forth in the Credit Agreement.
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This Note shall be binding upon the Borrower and its
successors and assigns and shall inure to the benefit of the Lender
and its
successors and assigns. This Note shall be governed as to
validity,
interpretation and effect by the laws of the Commonwealth of
Pennsylvania.
In the event any interest rate applicable hereto is in excess
of the highest rate allowable under applicable law, then the rate
of such
interest will be reduced to the highest rate not in excess of such
maximum
allowable interest and any excess previously paid by the Borrower
shall be
deemed to have been applied against the principal outstanding under
the Credit
Agreement.
The Borrower shall also be liable hereunder for all fees,
costs and expenses as provided in the Credit Agreement.
BORROWER AND LENDER AGREE THAT THEY SHALL NOT HAVE A REMEDY OF
PUNITIVE OR
EXEMPLARY DAMAGES AGAINST THE OTHER IN ANY DISPUTE AND HEREBY WAIVE
ANY RIGHT OR
CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY HAVE NOW OR WHICH MAY
ARISE IN THE
FUTURE IN CONNECTION WITH ANY DISPUTE.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY
WAIVES ANY RIGHTS
