EXHIBIT 10.3
SECOND AMENDED AND RESTATED REVOLVING NOTE
$ 3,000,000.00
Atlanta, Georgia
September 19, 2005
FOR VALUE
RECEIVED, the undersigned, COLOR IMAGING, INC. ("Borrower"), a
Delaware corporation, promises to pay to the order of
WACHOVIA BANK,
NATIONAL
ASSOCIATION, successor by merger to SouthTrust
Bank ("Bank"), at any
office of
Bank in Atlanta, Georgia, or at such other place as
the holder of this Note may
from time to time designate in writing, the principal sum of THREE MILLION
DOLLARS ($ 3,000,000), or so much thereof as may have
been advanced to Borrower
from time to time and not repaid by Borrower pursuant to the terms hereof,
together with interest on the unpaid
principal amount of such advances as set
forth in the Second Amendment and Restated Loan and Security Agreement (the
"Loan Agreement") dated as of the date hereof
between Borrower and Bank, the
terms of which are incorporated
herein by this
reference. The
principal amount
of each advance shall bear interest from
the date of such advance. The principal
amount outstanding and the interest due hereunder
will be payable as set forth
in the Loan Agreement. Time is of the essence
with respect to the
amounts due
hereunder. All capitalized terms utilized
herein, not defined herein but defined
in the Loan Agreement shall have the definitions
ascribed thereto in the Loan
Agreement.
During the
Commitment Period (as
defined in the Loan Agreement), Borrower
may borrow, repay and reborrow the
principal sum of this Note, all in accordance
with the terms of the Loan Agreement but only in such amounts
and to the extent
therein provided. On June 30, 2007, or such earlier
date as may be provided in
the Loan Agreement (the "Maturity Date"), this Note shall mature and all
principal, interest, and other fees and
charges due with respect hereto, if not
previously paid, shall be immediately due
and payable.
If any payment
of principal or
interest is late ten (10) days or more, in
addition to interest at the Default Rate, Maker agrees to pay a late charge
equal to five percent (5%) of the amount of
the payment which is
late, subject
to a minimum late charge of $10.00 for any one
payment, as compensation for
administrative and other costs associated with
the late payment.
Collection or
acceptance by Bank of such late charge shall not constitute a waiver of any
remedies of Bank provided herein.
This Note is
secured by the
security set forth or
referred to in the Loan
Agreement. Funds disbursed hereunder shall be disbursed in
accordance with the
Loan Agreement.
The principal
sum evidenced by this Note, together with accrued but
unpaid
interest, shall be due and payable on the
Maturity Date, but in any event at the
option of Bank upon the occurrence of (a) any failure by
Borrower to pay as and
when due any installment of principal or
interest due hereunder; (b) any default
or Event of Default under the Loan
Agreement or any other
default or failure by
Borrower to observe any covenant, condition
or agreement under the terms of this
Note, the Loan Agreement, any of the Loan Documents (as defined in the Loan
Agreement) or any other security
documents heretofore or hereafter executed
by
Borrower to secure this Note; (c) the
expiration of the
Commitment
Period (as
defined in the Loan Agreement); (d) the filing by Borrower of a voluntary
petition in bankruptcy, the adjudication of
Borrower as a bankrupt or insolvent,
the filing by Borrower of any petition or
answer seeking or
acquiescing in any
reorganization, arrangement, composition,
readjustment, liquidation, dissolution
or similar relief under any present or
future federal,
state or other
statute,
2
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law or regulation relating to bankruptcy, insolvency or other relief for
debtors, or Borrower's seeking or consenting to or acquiescence in the
appointment of any trustee, receiver or liquidator or the
making of any general
assignment for the benefit of creditors or its admission in writing of its
inability to pay its or his debts generally
as they become due; (e) the entry by
a court of competent jurisdiction of an order,
judgment or decree
approving a
petition filed against Borrower seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or
similar relief under any
present or future federal, state or other
statute, law or regulation relating to
bankruptcy, insolvency, or other relief for debtors,
which order, judgment
or
decree remains unvacated and unstayed for thirty
(30) consecutive days from the
date of entry thereof, or the appointment
of any trustee, receiver or liquidator
of Borrower or of a substantial part of its property or of any or all of
the
rents, revenues, issues, earnings, profits or income thereof, or (f) the
occurrence of any material adverse change in the financial condition or
prospects of Borrower.
Upon any
default, Borrower
agrees to pay
interes
