ACQUISITION CREDIT FACILITY NOTE
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$15,000,000.00 Media, Pennsylvania
Dated: March 9, 1999
FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND, the undersigned
(jointly and severally, "BORROWER"), hereby promises to pay to the order of
SUMMIT BANK ("LENDER") the principal sum of Fifteen Million Dollars
($15,000,000.00), or such greater or lesser principal amount as may be
outstanding from time to time under the Acquisition Credit Facility established
for the benefit of Borrower pursuant to the terms of that certain Amended and
Restated Loan and Security Agreement dated March 9, 1999 among Borrower, Summit
Bank as Agent and the Lenders from time to time a party thereto (such Amended
and Restated Loan and Security Agreement, as the same may hereafter be amended,
supplemented or restated from time to time, being the "LOAN AGREEMENT"),
together with interest thereon, upon the following terms:
1. ACQUISITION CREDIT FACILITY NOTE. This Note is one of the
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"ACQUISITION CREDIT FACILITY NOTES" as defined in the Loan Agreement and, as
such, shall be construed in accordance with all terms and conditions thereof.
Capitalized terms not defined herein shall have such meaning as provided in the
Loan Agreement. This Note is entitled to all the rights and remedies provided
in the Loan Agreement and the Loan Documents and is secured by all collateral as
described therein.
2. INTEREST RATE. Interest on the unpaid principal balance hereof will
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accrue from the date of advance until final payment thereof at the applicable
rates per annum described in SECTION 5.3 of the Loan Agreement.
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3. DEFAULT INTEREST. Interest will accrue on the outstanding principal
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amount hereof, following the occurrence of an Event of Default, until paid at
the applicable rate per annum described in SECTION 5.9 of the Loan Agreement
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(the "DEFAULT RATE").
4. POST JUDGMENT INTEREST. Any judgment obtained for sums due hereunder
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or under the Loan Documents will accrue interest at the Default Rate until paid.
5. COMPUTATION. Interest will be computed on the basis of a year of
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three hundred sixty (360) days and paid for the actual number of days elapsed.
6. PAYMENTS. Principal and interest hereunder shall be paid in the
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manner provided for in SECTION 6.3 of the Loan Agreement.
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7. DEFAULT; REMEDIES. Upon the occurrence of an Event of Default,
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Lender, at its option, upon notice to Borrower, may declare immediately due and
payable the entire unpaid balance of principal and all other sums due by
Borrower hereunder or under the Loan Documents, together with interest accrued
thereon at the applicable rate specified above. Payment thereof may be enforced
and recovered in whole or in part at any time and from time to time by one or
more of the remedies provided to Lender in this Note or in the Loan Documents or
as otherwise provided at law or in equity, all of which remedies are cumulative
and concurrent.
8. WAIVERS. BORROWER AND ALL ENDORSERS, JOINTLY AND SEVERALLY, WAIVE
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PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF DEMAND, NOTICE OF NONPAYMENT OR
DISHONOR, PROTEST AND NOTICE OF
PROTEST OF THIS NOTE, AND ALL OTHER NOTICES IN CONNECTION WITH THE DELIVERY,
ACCEPTANCE, PERFORMANCE, DEFAULT OR ENFORCEMENT OF THE PAYMENT OF THIS NOTE,
EXCEPT FOR SUCH NOTICES, IF ANY, AS ARE EXPRESSLY REQUIRED TO BE DELIVERED TO
BORROWER UNDER THE LOAN DOCUMENTS.
9. MISCELLANEOUS. If any provisions of this Note shall be held invalid
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or unenforceable, such invalidity or unenforceability shall not affect any other
provision hereof. This Note has been delivered in and shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania
without regard to the law of conflicts. This Note shall be binding upon
Xxxxxxxx and upon Xxxxxxxx's successors and assigns and shall benefit Xxxxxx and
its successors and assigns. The prompt and faithful performance of all of
Xxxxxxxx's obligations hereunder, including without limitation, time of payment,
is of the essence of this Note.
10. JOINT AND SEVERAL LIABILITY. All agreements, conditions, covenants
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and provisions of this Note shall be the joint and several obligation of each
Borrower.
11. CONFESSION OF JUDGMENT. BORROWER HEREBY AUTHORIZES AND EMPOWERS ANY
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ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF
PENNSYLVANIA, OR IN ANY OTHER JURISDICTION WHICH PERMITS THE ENTRY OF JUDGMENT
BY CONFESSION, TO APPEAR FOR BORROWER AT ANY TIME AFTER THE OCCURRENCE OF AN
EVENT OF DEFAULT UNDER THE LOAN AGREEMENT IN ANY ACTION BROUGHT AGAINST BORROWER
ON THIS NOTE OR THE LOAN DOCUMENTS AT THE SUIT OF LENDER OR AGENT, WITH OR
WITHOUT COMPLAINT OR DECLARATION FILED, WITHOUT STAY OF EXECUTION, AS OF ANY
TERM OR TIME, AND THEREIN TO CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE
ENTIRE UNPAID OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AND ALL OTHER SUMS TO BE
PAID BY BORROWER TO OR ON BEHALF OF BANK PURSUANT TO THE TERMS HEREOF OR OF THE
LOAN DOCUMENTS AND ALL ARREARAGES OF INTEREST THEREON, TOGETHER WITH ALL COSTS
AND OTHER EXPENSES AND AN ATTORNEY'S COLLECTION COMMISSION OF FIFTEEN PERCENT
(15%) OF THE AGGREGATE AMOUNT OF THE FOREGOING SUMS, BUT IN NO EVENT LESS THAN
$5,000.00; AND FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT
SHALL BE A SUFFICIENT WARRANT.
THE AUTHORITY GRANTED HEREIN TO CONFESS JUDGMENT SHALL NOT BE EXHAUSTED BY
ANY EXERCISE THEREOF BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL
PAYMENT IN FULL OF ALL THE AMOUNTS DUE HEREUNDER. XXXXXXXX ACKNOWLEDGES THAT IT
HAS BEEN REPRESENTED BY COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF
THIS NOTE AND THAT IT KNOWINGLY WAIVES ITS RIGHT TO BE HEARD PRIOR TO THE ENTRY
OF SUCH JUDGMENT AND UNDERSTANDS THAT, UPON SUCH ENTRY, SUCH JUDGMENT SHALL
BECOME A LIEN ON ALL REAL PROPERTY OF BORROWER IN THE COUNTY WHERE SUCH JUDGMENT
IS ENTERED.
12. PRIOR NOTES. Borrower acknowledges and agrees that this Note,
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together with the other Notes, re-evidences existing indebtedness of certain
Borrowers to Agent and this Note, together with the other Notes, is given in
substitution of, and not as payment for, all prior notes evidencing such
indebtedness and shall not be deemed a novation thereof.
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IN WITNESS WHEREOF, Xxxxxxxx, intending to be legally bound hereby, has
caused this Acquisition Credit Facility Note to be duly executed the day and
year first above written.
NOBEL LEARNING COMMUNITIES, INC.
By: _________________________________
Name/Title: ____________________________
IMAGINE EDUCATIONAL PRODUCTS, INC.
By: _________________________________
Name/Title: ____________________________
MERRYHILL SCHOOLS, INC.
By: _________________________________
Name/Title: ____________________________
MERRYHILL SCHOOLS NEVADA, INC.
By: _________________________________
Name/Title: ____________________________
NEDI, INC.
By: _________________________________
Name/Title: ____________________________
LAKE FOREST PARK MONTESSORI SCHOOL, INC.
By: _________________________________
Name/Title: ____________________________
NOBEL EDUCATION DYNAMICS FLORIDA, INC.
By: _________________________________
Name/Title: ____________________________
NOBEL LEARNING SOLUTIONS, LLC
By: _________________________________
Name/Title: ____________________________
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