Exhibit 10.28
TERM NOTE
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$3,000,000
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March 23, 2007
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This Term 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 Three
Million Dollars ($3,000,000) 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 Term Loan eviden
