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SECOND
AMENDED AND RESTATED REVOLVING CREDIT NOTE
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Executed as of the 30th day of
November
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Amount $5,000,000.00
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2006 and delivered in Philadelphia, PA
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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 LASALLE BANK MIDWEST NATIONAL
ASSOCIATION (formerly known as 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 Five Million Dollars ($5,000,000.00)
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, LLC, successor by merger to 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 June 18, 2004, that
certain Third Amendment to Loan and Security Agreement dated
February 22, 2006, that certain Fourth 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 from Agent or Lender to
the Undersigned (or any one of them). The Undersigned (and each one
of them, if more than one) waives every counterclaim (other than
those that are not permitted to be brought in separate actions) or
setoff which the Undersigned (or any one of them) may now have or
hereafter may have to any action by Agent and/or Lender in
enforci
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