EXHIBIT 10.3
-COPY-
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Baltimore, Maryland
January 31, 2008 |
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$6,000,000 |
PROMISSORY NOTE
(Revolving Line of Credit)
IMPORTANT NOTICE
THIS INSTRUMENT
CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A
WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE
CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER
NOTICE.
FOR VALUE RECEIVED, the undersigned
(collectively “Borrower”) promises to pay to the order
of PROVIDENT BANK, a Maryland banking corporation
(“Lender”), at the Lender’s offices at 114 East
Lexington Street, Baltimore, Maryland 21202 or at such other place
as the holder of this Promissory Note may from time to time
designate, the principal sum of Six Million and NO/100 Dollars
($6,000,000), or so much as has been disbursed to the Borrower
hereunder, together with interest thereon at the rate or rates
hereafter specified and any and all other sums which may be owing
to the Lender by the Borrower pursuant to this Promissory Note. At
no time shall the principal amount outstanding under this
Promissory Note and any other Promissory Note issued pursuant to
the Agreement (as hereinafter defined) exceed Six Million Nine
Hundred Thousand Dollars ($6,900,000). The following terms shall
apply to this Promissory Note.
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INTEREST . The unpaid principal amount
outstanding from time to time pursuant to this Promissory Note
shall bear interest at one percent (1%) per annum above the rate of
interest announced from time to time by the Lender as its prime
commercial lending rate of interest, it being understood that such
announced rate bears no inference, implication, representation, or
warranty that such announced rate is charged to any particular
customer or customers of the Lender. Interest on the principal
amount outstanding shall be adjusted daily with the rate for each
day being the rate in effect at the close of business on that
day. |
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CALCULATION OF INTEREST . Interest shall
be calculated on the basis of a three hundred sixty (360) days
per year factor applied to the actual days on which there exists an
unpaid balance hereunder. |
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| 3. |
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REPAYMENT . |
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(a) Principal : The principal balance of this Promissory
Note and any accrued but unpaid interest shall be paid in full by
the Borrower in immediately available funds on April 30,
2008. |
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(b) Interest : Accrued interest shall be paid by the
Borrower, in arrears, in immediately available funds on the first
day of each successive month beginning on February 1,
2008. |
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All amounts owed by the Borrower to the Lender shall be
payable, when due, by preauthorized debit of Account #20-65310679
and Borrower agrees to maintain a balance in such account which is
at least equal to the payment amount on each payment due date. |
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LATE PAYMENT CHARGE . If any payment due
hereunder (including any payment in whole or in part of principal)
is not received by the holder within fifteen (15) calendar
days after its due date, the Borrower shall pay a late payment
charge equal to five percent (5%) of the amount then due. |
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APPLICATION OF PAYMENTS . All payments
made pursuant to this Promissory Note shall be applied first to
late payment charges or other sums owed to the holder, next to
accrued interest, and then to principal, or in such other order or
proportion as the holder, in the holder’s sole and absolute
discretion, may elect from time to time. |
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PREPAYMENT . The Borrower may prepay this
Promissory Note in whole or in part at any time or from time to
time without premium or additional interest. |
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DEFAULT . Upon a failure to pay any sum
due pursuant to this Promissory Note or a default in the
performance of any of the covenants, conditions or terms of the
Fourth Amended and Restated Loan and Security Agreement, dated
June 29, 2007, executed by Borrower and Lender, as the same
may have been subsequently amended, restated, supplemented or
modified from time to time, including the Second Amendment and
Waiver dated the date hereof (the “Agreement”), or of
any other agreement or document made by any Borrower for the
benefit of the Lender or any holder (collectively with the
Agreement, the “Loan Documents”), the holder of this
Promissory Note, in the holder’s sole and absolute discretion
and without notice or demand, may exercise any of the following
rights, in addition to any rights or remedies under applicable law
or any of the Loan Documents: |
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(a) |
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Default Rate of Interest . The holder may raise the rate
of interest accruing on the unpaid balance due under this
Promissory Note by two (2) percentage points above the rate of
interest otherwise applicable until such time as such default has
been cured to the Lender’s entire satisfaction, independent
of whether the holder of this Promissory Note elects to accelerate
the unpaid principal balance as a result of such default. |
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(b) |
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Acceleration . The holder may declare the entire unpaid
principal balance plus accrued interest and all other sums due
hereunder immediately due and payable. Reference is made to the
Loan Documents for further and additional rights of the holder to
declare the entire unpaid principal balance plus accrued interest
and all other sums due hereunder immediately due and payable. The
Borrower agrees that a default under this Promissory Note or a
default by the Borrower under any of the Loan Documents is a
default by the Borrower under all other liabilities and obligations
of the Borrower to the holder, and that the holder shall have the
right to declare immediately due and payable all of such other
liabilities and obligations. |
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(c) |
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Confession of Judgment . The Borrower authorizes any
attorney admitted to practice before any court of record in the
United States to appear on behalf of the Borrower in any court in
one or more proceedings, or before any clerk thereof or
prothonotary or other court official, and to confess judgment
against the Borrower, without prior notice or opportunity of the
Borrower for prior hearing, in favor of the holder of this
Promissory Note in the full amount due on this Promissory Note
(including principal, accrued interest and any and all penalties,
fees and costs) plus court costs and reasonable legal fees. In
addition to all other courts in which judgment may be confessed
against the Borrower upon this Promissory Note, the Borrower agrees
that venue and jurisdiction shall be proper in the Circuit Court of
any County of the State of Maryland or of Baltimore City, Maryland,
or in the United States District Court For The District Of
Maryland. For the purpose of allowing the holder of this Promissory
Note to file a confession of judgment in the Commonwealth of
Virginia to recover any sums of money due hereunder, the Borrower
hereby duly constitutes and appoints David Matuszewski its attorney
in fact to confess judgment against the Borrower in the Cir |
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