REVOLVING CREDIT NOTE
Exhibit 10.2
|
$15,000,000
|
January
19, 2006
|
FOR
VALUE
RECEIVED, each of the undersigned, the Borrower under the Credit Agreement
referred to below promises to pay to the order of National Penn Investment
Company (the “Lender”), at the place and times provided in the Credit Agreement
(as hereinafter defined), the principal sum of Fifteen Million Dollars
($15,000,000) or, if less, the outstanding principal amount of all Loans
made by
the Lender from time to time pursuant to that certain Credit Agreement, dated
January 19, 2006 (as may be amended, modified, supplemented or restated from
time to time, the “Credit Agreement”), between the Borrower and the
Lender.
This
Revolving Credit Note (the “Note”) is the Revolving Credit Note referred to in
the Credit Agreement. Capitalized terms used but not otherwise defined in
this
Note shall have the respective meanings given to them in the Credit
Agreement.
All
principal, together with unpaid interest accrued thereon and fees and costs
incurred in connection therewith due and payable on the Revolving Credit
Termination Date. The principal amount outstanding hereunder may be repaid,
prepaid and reborrowed from time to time, in whole or in part, without premium
or penalty.
Any
request for a Revolving Loan pursuant to this Note shall be made by Borrower
in
accordance with the terms of the Credit Agreement.
The
unpaid outstanding principal amount of this Note shall bear interest (including
interest at the default rate, if applicable) as provided in Section 2.1 of
the
Credit Agreement. All payments of principal and interest on this Note shall
be
payable in lawful currency of the United States of America in immediately
available funds.
Notwithstanding
the face amount of this Note, the Borrower’s liability to the Lender hereunder
shall not exceed, at any time, the actual outstanding Indebtedness of the
Borrower to the Lender, including principal, interest, fees and expenses
under
the Revolving Credit Loan.
In
the
event any interest rate applicable hereto is in excess of the highest rate
allowable under applicable law, then the rate of such interest will be reduced
to the highest rate not in excess of such maximum allowable interest and
any
excess previously paid by the Borrower shall be deemed to have been applied
against the principal.
The
occurrence of an Event of Default under the Credit Agreement constitutes
an
Event of Default under this Note and entitles the Lender, in accordance with
the
Credit Agreement, to declare this Note immediately due and payable and to
exercise any or all other rights and remedies provided in the Credit
Documents.
UPON
THE
OCCURRENCE OF AN EVENT OF DEFAULT, THE LENDER MAY, AT ITS ELECTION, IN ITS
SOLE
DISCRETION PROCEED DIRECTLY AGAINST THE BORROWER TO COLLECT AND RECOVER ALL
OR
ANY PART OF THE OBLIGATIONS WITHOUT FIRST PROCEEDING AGAINST ANY COLLATERAL
FOR
THE OBLIGATIONS.
THE
BORROWER HEREBY WAIVES ALL REQUIREMENTS AS TO DILIGENCE, PRESENTMENT, DEMAND
FOR
PAYMENT, NOTICE OF DISHONOR OR ACCELERATION, PROTEST AND NOTICE OF PROTEST,
AND
ANY AND ALL OTHER NOTICES OR DEMANDS IN CONNECTION WITH THE DELIVERY,
ACCEPTANCE, PERFORMANCE, DEFAULT OR ENFORCEMENT OF THIS NOTE, EXCEPT ANY
NOTICE
REQUIREMENTS SET FORTH IN THE CREDIT AGREEMENT.
THE
BORROWER ALSO WAIVES ALL SETOFFS AND COUNTERCLAIMS AND ALL NOTICES OF THE
EXISTENCE, CREATION OR INCURRING OF NEW OR ADDITIONAL INDEBTEDNESS, ARISING
EITHER FROM ADDITIONAL LOANS EXTENDED TO THE BORROWER OR OTHERWISE, AND EXCEPT
FOR NOTICES EXPRESSLY REQUIRED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT,
FURTHER WAIVES ALL NOTICES THAT THE PRINCIPAL AMOUNT, OR ANY PORTION THEREOF,
OR
ANY INTEREST ON ANY AGREEMENT, INSTRUMENT OR DOCUMENT EVIDENCING OR SECURING
ALL
OR ANY PART OF THE OBLIGATIONS IS DUE, NOTICES OF ANY AND ALL PROCEEDINGS
TO
COLLECT FROM ANY BORROWER, ANY ENDORSER OR ANY GUARANTOR OF ALL OR ANY PART
OF
THE OBLIGATIONS, OR FROM ANY OTHER PERSON, AND TO EXTENT PERMITTED BY LAW,
NOTICES OF EXCHANGE, SALE, SURRENDER OR OTHER HANDLING OF ANY COLLATERAL
GIVEN
TO THE LENDER TO SECURE PAYMENT OF THE OBLIGATIONS, EXCEPT AS EXPRESSLY REQUIRED
UNDER ANY CREDIT DOCUMENT.
THE
BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS
IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR
ARISING
OUT OF, UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR THIS NOTE OR
ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
OR
ACTIONS OF ANY OF THE LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE
LENDER’S ENTERING INTO THE CREDIT AGREEMENT.
THIS
NOTE
SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE COMMONWEALTH
OF
PENNSYLVANIA, WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES
THEREOF.
This
Note
shall be binding upon the Borrower and its successors and permitted assigns
and
shall inure to the benefit of the Lender and its successors and
assigns.
IN
WITNESS WHEREOF, the undersigned has executed this Revolving Credit Note
under
seal as of the day and year first written above.
NATIONAL
PENN BANCSHARES, INC.
_____________________________
