Revolving Loan Note
Exhibit
10.17
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$
3,000,000.00
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February
24, 2010
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FOR VALUE
RECEIVED, the undersigned, WLG (USA) LLC and World Commerce Services, L.L.C.,
limited liability companies organized and existing under the laws of the State
of Illinois with principal places of business located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (each a “Borrower” and collectively,
the "Borrowers"), promise to pay to the order of NOVA Business Credit, a
division of NOVA Bank with offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ (the “Lender”) the principal sum of Three
Million Dollars ($3,000,000.00) or, if less, the aggregate
outstanding principal balance of all advances made by the Lender to the
Borrowers under the Loan and Security Agreement dated of even date between the
Borrowers and Lender (as amended, restated, modified or supplemented from time
to time, the “Agreement”), pursuant to the “Revolving Loans” and the “Loans” as
defined in the Agreement, together with interest, from the date of
this note (“Note”), in like money, at said office of the Lender, at the time and
at rates per annum as provided in the Agreement.
This Note
is issued pursuant to the Agreement between the Borrowers and the Lender, and is
the Revolving Loan Note referred to in the Agreement. All terms used
and not otherwise defined in this Note shall have the meanings given to them in
the Agreement. Upon the occurrence of any Event of Default set forth
in the Agreement, the entire unpaid balance of principal and accrued interest of
this Note and all other amounts due under the Agreement shall, at the option of
the Lender, be immediately due and payable without presentment, demand, protest
or notice of any kind, all of which are expressly waived.
Payment
Schedule.
(a) Interest
only shall be due and payable monthly, in arrears, at the rate or rates per
annum specified in the Agreement, commencing on the first day of March, 2010 and
continuing on the first day of each succeeding month, until all indebtedness and
obligations owing under this Note are paid finally and in full.
(b) All
principal due and owing under this Note shall be paid on the earliest of (i) the
Revolving Credit Termination Date, (ii) the occurrence of an Event of Default
or, (iii) the giving of notice of termination of the Agreement pursuant to the
provisions of the Agreement.
(c) In
the event that; (i) any payment under this Note shall not be received by the
Lender within five (5) days of the date it is due and, (ii) there is
insufficient Borrowing Base to allow an advance against the Revolving Credit to
make such payment, the Borrowers, or either of them, shall, to the extent
permitted by law, pay to the Lender a late charge of 10% of the overdue payment.
Any such late charges assessed shall be immediately due and payable and shall
constitute Obligations as defined in the Agreement..
Time is
of the essence of this Note. All payments of principal and interest
shall be made in full in lawful money of the United States of America, without
set-off, counterclaim, deduction or withholding for any reason whatsoever, at
the offices of the Lender, or at such other place as may be directed by the
Lender.
UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT, THE BORROWERS IRREVOCABLY AUTHORIZE THE
PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD IN PENNSYLVANIA OR ELSEWHERE
TO APPEAR FOR AND CONFESS JUDGMENT AGAINST THE BORROWERS FOR ANY AND ALL AMOUNTS
UNPAID ON THIS NOTE AND UNDER THE AGREEMENT, INCLUDING INTEREST THEREON TO DATE
OF PAYMENT (SUCH AMOUNT AND THE OCCURRENCE OF SUCH EVENT OF DEFAULT TO BE AS
EVIDENCED BY A COMPLAINT OR AN AFFIDAVIT SIGNED BY AN OFFICER OF THE LENDER)
TOGETHER WITH FEES OF COUNSEL, DISBURSEMENTS AND COSTS OF SUIT, AS SET FORTH
BELOW, RELEASING ALL ERRORS AND WAIVING RIGHTS OF APPEAL. IF A COPY
OF THIS NOTE, VERIFIED BY AFFIDAVIT, SHALL HAVE BEEN FILED IN SUCH PROCEEDING,
IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF
ATTORNEY. THE BORROWERS WAIVE THE RIGHT TO ANY STAY OF EXECUTION AND
THE BENEFIT OF ALL EXEMPTION LAWS NOW OR HEREAFTER IN EFFECT. NO
SINGLE EXERCISE OF THIS WARRANT AND POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO
EXHAUST THIS POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT
TO BE INVALID, VOIDABLE OR VOID, BUT THIS POWER SHALL CONTINUE UNDIMINISHED AND
MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL THIS
NOTE AND ALL SUMS DUE UNDER THIS NOTE AND THE AGREEMENT SHALL HAVE BEEN PAID IN
FULL.
If the
Lender should engage legal counsel in the course of collection of this Note upon
the occurrence of an Event of Default, the Borrowers, or either of them, shall
pay to the Lender all fees and disbursements reasonably incurred by such counsel
and all costs of suit. If judgment should be entered against the
Borrowers, or either of them, in any collection proceeding, the
Borrowers, or either of them, shall pay the Lender, in addition to
principal, interest, and other recoverable sums then due, attorneys’ fees equal
to ten percent (10%) of the amount of such judgment (but not less than
$10,000.00), together with disbursements of counsel and costs of suit, such sums
to be included in, and recovered as a part of, such judgment.
THE
BORROWERS AND THE LENDER CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL
COURT LOCATED WITHIN THE EASTERN DISTRICT OF PENNSYLVANIA IN ANY AND ALL ACTIONS
AND PROCEEDINGS ARISING UNDER OR PURSUANT TO THIS NOTE OR ARISING UNDER OR
PURSUANT TO ANY AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH OR
RELATING TO THIS NOTE. THE BORROWERS IRREVOCABLY AGREE TO SERVICE OF
PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH ADDRESS AS THE
BORROWERS MAY DIRECT BY WRITTEN NOTICE TO THE LENDER.
THE
BORROWERS IRREVOCABLY WAIVE A JURY TRIAL AND ANY RIGHT TO A JURY TRIAL IN ANY
ACTIONS OR PROCEEDINGS ARISING UNDER OR PURSUANT TO THIS NOTE OR ARISING UNDER
OR PURSUANT TO ANY AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH
OR RELATING TO THIS NOTE, AND THE BORROWERS AGREE THAT ANY SUCH ACTION OR
PROCEEDING MAY BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
This Note
is being executed and delivered in the Commonwealth of Pennsylvania and shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania. Except where the context otherwise requires, the term
“Lender” shall be deemed to include any subsequent holder of this
Note.
IN
WITNESS WHEREOF, the undersigned, intending to be legally bound, have duly
executed this Note this 24th day of February, 2010
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ATTEST:
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WLG
(USA) LLC
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By:
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/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
(SEAL)
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Name:
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Name:
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Chief
Executive Officer
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ATTEST:
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World
Commerce Services, L.L.C.
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/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By:
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/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
(SEAL)
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Name:
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Name:
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Chief
Executive Officer
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