Exhibit 10.4
SECOND REPLACEMENT SECOND AMENDED
AND
RESTATED REVOLVING CREDIT
NOTE
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$10,000,000.00
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Chicago, Illinois
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February 27, 2009
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On or before the Revolving Credit
Termination Date, FOR VALUE RECEIVED , the undersigned (
“Borrowers” ) promise to pay to the order of
THE PRIVATEBANK AND TRUST COMPANY (
“Lender” ) at the Agent’s office at 135
South LaSalle Street, Chicago, Illinois 60603, or such other place
as the Agent may designate from time to time hereafter, the
principal sum of Ten Million and 00/100 Dollars ($10,000,000.00)
or, if less, the aggregate unpaid principal amount of all Loans
made by Lender under the Revolving Credit Facility pursuant to that
certain Second Amended and Restated Loan and Security Agreement
dated as of October 31, 2005 by and among Borrowers, Agent and
the Lenders party thereto as amended by (i) that certain First
Amendment to Second Amended and Restated Loan and Security
Agreement dated as of October 29, 2006, (ii) that certain
Second Amendment to Second Amended and Restated Loan and Security
Agreement dated as of January 9, 2007, (iii) that certain
Third Amendment to Second Amended and Restated Loan and Security
Agreement dated as of October 31, 2007, (iv) that certain
Fourth Amendment to Second Amended and Restated Loan and Security
Agreement dated as of October 31, 2008 and (v) that
certain Fifth Amendment to Amended and Restated Loan and Security
Agreement dated of even date herewith (herein as so amended, and as
the same may be further amended, modified or supplemented from time
to time, the “Loan Agreement” ) as shown on a
schedule attached hereto or in the Agent’s records. All
capitalized terms used herein without definition shall have the
same meanings ascribed to such terms in the Loan
Agreement.
This Note evidences certain Loans
under the Revolving Credit Facility made from time to time to
Borrowers by the Lender under the Loan Agreement, and the Borrowers
hereby promise to pay interest at the offices described above on
the Loans evidenced hereby at the rates and at the times and in the
manner specified therefor in the Loan Agreement.
Repayments of principal hereon,
shall be recorded by the Agent on a schedule to this Note or
recorded on the Agent’s books and records. Borrowers agree
that in any action or proceeding instituted to collect or enforce
collection of this Note, the entries so recorded on a schedule to
this Note or recorded on the books and records of the Agent shall,
absent demonstrable error, be conclusive evidence of the amount of
the Loans made by Lender to Borrowers and the interest and payments
thereon.
This Note is issued by the Borrowers
under the terms and provisions of the Loan Agreement and is secured
by, among other things, the Collateral, the Amended and Restated
ModusLink Pledge Agreement and this Note and the holder hereof is
entitled to all of the benefits and security provided for thereby
or referred to therein, to which reference is hereby made for a
statement thereof. This Note may be declared to be, or be and
become, due prior to its expressed maturity on the terms set forth
in the Loan Agreement. Voluntary prepayments may