Exhibit 10.3
SECOND REPLACEMENT SECOND AMENDED
AND
RESTATED REVOLVING CREDIT
NOTE
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$25,000,000.00
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Chicago, Illinois
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February 27,2009
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On or before the Revolving Credit
Termination Date, FOR VALUE RECEIVED , the undersigned (
“Borrowers” ) promise to pay to the order of
BANK OF AMERICA, N.A. ( “Lender” ) at the
Agent’s office at 135 South LaSalle Street, Chicago, Illinois
60603, or such other place as the Agent may designate from time to
time hereafter, the principal sum of Twenty Five Million and 00/100
Dollars ($25,000,000.00) or, if less, the aggregate unpaid
principal amount of all Loans made by Lender under the Revolving
Credit Facility pursuant to that certain Second Amended and
Restated Loan and Security Agreement dated as of October 31,
2005 by and among Borrowers, Agent and the Lenders party thereto as
amended by (i) that certain First Amendment to Second Amended
and Restated Loan and Security Agreement dated as of
October 29, 2006, (ii) that certain Second Amendment to
Second Amended and Restated Loan and Security Agreement dated as of
January 9, 2007, (iii) that certain Third Amendment to
Second Amended and Restated Loan and Security Agreement dated as of
October 31, 2007 and (iv) that certain Fourth Amendment
to Second Amended and Restated Loan and Security Agreement dated as
of October 31, 2008 and (v) that certain Fifth Amendment
to Second Amended and Restated Loan and Security Agreement dated of
even date herewith (herein as so amended, and as the same may be
further amended, modified or supplemented from time to time, the
“Loan Agreement” ) as shown on a schedule
attached hereto or in the Agent’s records. All capitalized
terms used herein without definition shall have the same meanings
ascribed to such terms in the Loan Agreement.
This Note evidences certain Loans
under the Revolving Credit Facility made from time to time to
Borrowers by the Lender under the Loan Agreement, and the Borrowers
hereby promise to pay interest at the offices described above on
the Loans evidenced hereby at the rates and at the times and in the
manner specified therefor in the Loan Agreement.
Repayments of principal hereon,
shall be recorded by the Agent on a schedule to this Note or
recorded on the Agent’s books and records. Borrowers agree
that in any action or proceeding instituted to collect or enforce
collection of this Note, the entries so recorded on a schedule to
this Note or recorded on the books and records of the Agent shall,
absent demonstrable error be conclusive evidence of the amount of
the Loans made by Lender to Borrowers and the interest and payments
thereon.
This Note is issued by the Borrowers
under the terms and provisions of the Loan Agreement and is secured
by, among other things, the Collateral, the Amended and Restated
ModusLink Pledge Agreement and this Note and the holder hereof is
entitled to all of the benefits and security provided for thereby
or referred to therein, to which reference is hereby made for a
statement thereof. This Note may be declared to be, or be and
become, due prior to its expressed maturity on the terms set forth
in
