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Exhibit
10.3
COPY
PROMISSORY
NOTE
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$400,000.00
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February 22, 2008 |
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Chalfont, Pennsylvania |
FOR VALUE RECEIVED, the
undersigned, ClearPoint Resources, Inc. (the “
Borrower ”), hereby promises to pay to, or to
the order of, Michael Traina (“ Traina
”), the principal sum of Four Hundred Thousand U.S. Dollars
($400,000.00) (the “ Principal Amount ”),
together with interest at the rate and at such time as set forth
below, all upon and subject to the terms and conditions set forth
herein.
1. Principal and Interest
Payments . Unless this Promissory Note is prepaid pursuant to
Section 2 hereof, the Principal Amount, along with any and all
accrued interest thereon, shall be due and payable on
February 22, 2009 (the “ Maturity Date
”). Notwithstanding the prior sentence, there shall be no
repayment of the Principal Amount or any interest thereon if such
repayment (a) violates Section 3 below, or (b) would
result in a violation of any covenants in, or a default under, any
credit agreements to which Borrower or its parent company are a
party. All sums outstanding from time to time hereunder shall bear
interest until the date paid at the rate of six percent
(6%) per annum. Interest shall accrue and be paid quarterly at
the applicable rate on the basis of a 360-day year and the actual
number of days elapsed.
2. Prepayment . The
Borrower shall have the right to prepay from time to time without
premium or penalty.
3. Subordination .
Traina hereby agrees that the payment of this Promissory Note is
hereby expressly made subordinate and junior in right of payment to
the prior payment of any and all amounts due and owing to
Manufacturers and Traders Trust Company (“
M&T ”) pursuant to the Credit Agreement,
dated as of Februa
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