AMENDED AND RESTATED REVOLVING
CREDIT NOTE
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Executed as of
the Amount _______ day of June, 2004 and delivered in Philadelphia,
PA.
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Amount $8,500,000.00
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FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND, the
Undersigned (jointly and severally, if more than one) promises to
pay to the order of STANDARD FEDERAL BANK, NATIONAL
ASSOCIATION (hereinafter, together with any holder hereof,
called “ Lender ”), at the main office of Agent
(as hereinafter defined), the principal sum of Eight Million Five
Hundred Thousand Dollars ($8,500,000.00) plus the aggregate
unpaid principal amount of all loans and advances made by Lender or
Agent to the Undersigned (or any one of them, if more than one)
pursuant to and in accordance with Subsection 2(a) of
the Loan Agreement (as hereinafter defined) in excess of such
amount, or, if less, the aggregate unpaid principal amount of all
loans and advances made by Lender to the Undersigned (or any one of
them, if more than one) pursuant to and in accordance with
Subsection 2(a) of the Loan Agreement. The
Undersigned (jointly and severally, if more than one) further
promises to pay interest on the outstanding principal amount hereof
on the dates and at the rates provided in the Loan Agreement from
the date hereof until payment in full hereof.
This
Note is referred to in and was delivered pursuant to that certain
Loan and Security Agreement dated June 26, 2002 among LaSalle
Business Credit, Inc. ( “Agent” ), Lender, the
Undersigned and the Guarantors named therein (as amended by that
certain First Amendment to Loan and Security Agreement dated July
18, 2003, that certain Second Amendment to Loan and Security
Agreement dated of even date herewith and as it may be further
amended, modified or supplemented from time to time, together with
all exhibits thereto, the “Loan Agreement” ),
and evidences the Undersigned’s Liabilities in respect of
Revolving Loans. All terms which are capitalized and used herein
(which are not otherwise defined herein) shall have the meaning
ascribed to such terms in the Loan Agreement.
The
outstanding principal balance hereunder and all accrued and unpaid
interest thereon shall be due and payable in full when and as
provided for in the Loan Agreement.
The
Undersigned (and each one of them, if more than one) hereby
authorizes the Agent to charge any account of the Undersigned (and
each one of them, if more than one) for all sums due hereunder. If
payment hereunder becomes due and payable on a Saturday, Sunday or
legal holiday under the laws of the United States or the
Commonwealth of Pennsylvania, the due date thereof shall be
extended to the next succeeding Business Day, and interest shall be
payable thereon at the rate specified during such extension. Credit
shall be given for payments made in the manner and at the times
provided in the Loan Agreement. It is the intent of the parties
that the rates of interest and other charges to the Undersigned
under this Note shall be lawful; therefore, if for any reason the
interest or other charges payable hereunder are found by a court of
competent jurisdiction, in a final determination, to exceed the
limit which Agent or Lender may lawfully charge the Undersigned,
then the obligation to pay interest or other charges shall
automatically be reduced to such limit and, if any amount in excess
of such limit shall have been paid, then such amount shall be
refunded to the Undersigned.
The
Undersigned (and each one of them, if more than one) waives the
benefit of any law that would otherwise restrict or limit Agent or
Lender in the exercise of its right, which is hereby acknowledged,
to set-off against the Liabilities, without notice and at any time
hereafter, any indebtedness matured or unmatured owing f
