FOR VALUE
RECEIVED, each of the undersigned (each individually a “
Borrower ” and collectively, the “
Borrowers ”), HEREBY PROMISES TO PAY to the order of
CHATHAM INVESTMENT FUND III, LLC and CHATHAM INVESTMENT FUND III
QP, LLC (collectively, “ Lender ”) at the
offices of CHATHAM CREDIT MANAGEMENT III, LLC, a Georgia limited
liability company, as agent for Lenders (“ Agent
”), at its address set forth in Section 9.3 of the
Credit Agreement, or at such other place as Agent may designate
from time to time in writing, in lawful money of the United States
of America and in immediately available funds, the amount of SEVEN
MILLION DOLLARS ($7,000,000). All capitalized terms used but not
otherwise defined herein have the meanings given to them in the
“ Credit Agreement ” (as hereinafter defined) or
in Annex A thereto.
This Term Note is
one of the Term Notes issued pursuant to that certain Credit
Agreement dated as of September ___, 2008 by and among Borrowers,
the other Persons named therein as Credit Parties, Agent, Lenders
and the other Persons signatory thereto from time to time as
Lenders (including all annexes, exhibits and schedules thereto and
as from time to time amended, restated, supplemented or otherwise
modified, the “ Credit Agreement ”), and is
entitled to the benefit and security of the Credit Agreement, the
Security Agreement and all of the other Loan Documents referred to
therein. Reference is hereby made to the Credit Agreement for a
statement of all of the terms and
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