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Exhibit 10.27
SECOND AMENDED, RESTATED AND SUBSTITUTED
REVOLVING CREDIT NOTE
This Second Amended, Restated and Substituted
Revolving Credit Note is executed and delivered under and pursuant
to the terms of that certain Revolving Credit and Security
Agreement dated as of March 24, 2005, as amended (as amended,
restated, supplemented or modified from time to time, the "Credit
Agreement") by and among the undersigned, as Borrowers, the various
financial institutions named therein or which hereafter become a
party thereto (each individually a "Lender" and collectively,
"Lenders") and PNC BANK, NATIONAL ASSOCIATION (in its individual
capacity, "PNC"), as agent for Lenders (in such capacity, "Agent").
Capitalized terms not otherwise defined herein shall have the
meanings provided in the Credit Agreement.
FOR VALUE RECEIVED, each of the Borrowers hereby promises,
jointly and severally, to pay to the order of PNC BANK, NATIONAL
ASSOCIATION ("Payee"), at the office of Agent located at PNC Bank
Center, Two Tower Center, 8th Floor, East Brunswick, New Jersey
08816 or at such other place as Agent may from time to time
designate to Borrowers in writing:
(i) the principal sum of Twenty-Seven Million Dollars
($27,000,000) or, if different, from such amount, the unpaid
principal balance of Payee’s Commitment Percentage of the
Revolving Advances as may be due and owing under the Credit
Agreement, payable in accordance with the provisions of the Credit
Agreement, subject to acceleration upon the occurrence of an Event
of Default under the Credit Agreement or earlier termination of the
Credit Agreement pursuant to the terms thereof; and
(ii) interest on the principal amount of the Revolving Advances
under this Revolving Credit Note from time to time outstanding
until such principal amount is paid in full at the applicable
Interest Rat
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