Exhibit 10.3
FIRST AMENDED AND RESTATED
REVOLVING CREDIT NOTE
$3,600,000 December 23, 2002
For value received, ImageMax, Inc., a Pennsylvania corporation,
together with its wholly owned subsidiary, ImageMAX of Delaware, Inc., a
Delaware corporation (collectively, the "Borrowers") hereby jointly and
severally promise to pay to the order of COMMERCE BANK, N.A. (the "Lender"), the
lesser of Three Million Six Hundred Thousand ($3,600,000) Dollars, or the
aggregate unpaid principal amount of all Revolving Credit Facility Loans made by
the Lender to the Borrowers pursuant to the Credit Agreement (as hereinafter
defined), in immediately available funds at the office of the Agent as set forth
in the Credit Agreement, together with interest on the unpaid principal amount
hereof at the rates and on the dates set forth in the Credit Agreement. The
Borrowers shall jointly and severally pay the principal of, and accrued and
unpaid interest on, the Revolving Credit Loans in full on the Revolving Credit
Termination Date.
The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date, amount and interest rate of each Revolving Credit Loan and the date
and amount of each principal payment hereunder.
This First Amended and Restated Revolving Credit Note is one of the
Revolving Credit Notes issued pursuant to, and is entitled to the benefits of,
the Amended and Restated Credit Agreement dated as of June 13, 2002, as amended
by the First Amendment thereto of even date herewith, by and among the
Borrowers, the Lenders party thereto from time to time, and COMMERCE BANK, NA,
as Agent (as the same may be amended, supplemented or otherwise modified from
time to time, collectively the "Credit Agreement"), to which Credit Agreement
reference is hereby made for a statement of the terms and conditions governing
this First Amended and Restated Revolving Credit Note, including the terms and
conditions under which this First Amended and Restated Revolving Credit Note may
be prepaid or its maturity date accelerated. This First Amended and Restated
Revolving Credit Note amends and restates in its entirety the Amended and
Restated Revolving Credit Note dated June 13, 2002 of the Borrowers in favor of
the Lender, and shall be entitled to the benefits of the rights and benefits of
the Agent and the Lender as set forth in the Credit Agreement. All initially
capitalized terms used herein and not otherwise defined herein are used with the
meanings attributed to them in the Credit Agreement.
CONFESSION OF JUDGMENT - THE FOLLOWING SETS FORTH A WARRANT OF
ATTORNEY TO CONFESS JUDGMENT AGAINST EACH OF THE BORROWERS. IN GRANTING THIS
WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST EACH OF THE BORROWERS, EACH OF
THE BORROWERS, FOLLOWING CONSULTATION WITH (OR DECISION NOT TO CONSULT WITH)
SEPARATE COUNSEL FOR THE BORROWERS, AND WITH KNOWLEDGE OF THE LEGAL EFFECT
HEREOF, HEREBY WAIVES ANY AND ALL RIGHTS SUCH BORROWER HAS, OR MAY HAVE TO PRIOR
NOTICE AND AN OPPORTUNITY TO BE HEARD UNDER THE CONSTITUTIONS AND LAWS OF THE
UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA. EACH OF THE BORROWERS
SPECIFICALLY ACKNOWLEDGES THAT THE AGENT AND EACH OF THE LENDERS HAVE RELIED ON
THIS WARRANT OF ATTORNEY IN GRANTING THE FINANCIAL ACCOMMODATIONS DESCRIBED
HEREIN.
EACH OF THE BORROWERS IRREVOCABLY AUTHORIZES AND EMPOWERS ANY
ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR SUCH BORROWER IN ANY AND ALL
ACTIONS, AND UPON THE OCCURRENCE OF A DEFAULT TO: (i) ENTER JUDGMENT AGAINST
SUCH BORROWER FOR THE PRINCIPAL SUM DUE HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENTS; OR (ii) SIGN FOR SUCH BORROWER AN AGREEMENT FOR ENTERING IN ANY
COMPETENT COURT AN AMICABLE ACTION OR ACTIONS TO CONFESS JUDGMENT AGAINST SUCH
BORROWER FOR ALL OR ANY PART OF THE INDEBTEDNESS; AND IN EITHER CASE FOR
INTEREST AND COSTS TOGETHER WITH A REASONABLE COLLECTION FEE. EACH OF THE
BORROWERS FURTHER IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT
OF RECORD TO APPEAR FOR AND ENTER JUDGMENT AGAINST SUCH XXXXXXXX AND IN FAVOR OF
ANY HOLDER HEREOF WITH RESPECT TO AN AMICABLE ACTION OF REPLEVIN OR ANY OTHER
ACTION WITH RESPECT TO THE COLLATERAL GRANTED TO THE AGENT AND THE LENDERS
PURSUANT TO ANY OF THE LOAN DOCUMENTS. EACH OF THE BORROWERS WAIVES ALL RELIEF
FROM ANY AND ALL APPRAISEMENT OR EXEMPTION LAWS NOW IN FORCE OR HEREAFTER
ENACTED. IF A COPY OF THIS NOTE, VERIFIED BY AFFIDAVIT OF AN OFFICER OF THE
AGENT OR ANY OTHER HOLDER HEREOF, SHALL BE FILED IN ANY PROCEEDING OR ACTION
WHEREIN JUDGMENT IS TO BE CONFESSED, IT SHALL NOT BE NECESSARY TO FILE THE
ORIGINAL HEREOF AND SUCH VERIFIED COPY SHALL BE SUFFICIENT WARRANT FOR ANY
ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT AGAINST SUCH
XXXXXXXX AS PROVIDED HEREIN. JUDGMENT MAY BE CONFESSED FROM TIME TO TIME UNDER
THE AFORESAID POWERS WHICH SHALL NOT BE EXHAUSTED BY ONE EXERCISE THEREOF.
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IN WITNESS WHEREOF, intending to be legally bound hereby, the
undersigned Borrowers have caused this First Amended and Restated Revolving
Credit Note to be executed under seal by their duly authorized officers, all as
of the day and year first written above.
IMAGEMAX, INC.
IMAGEMAX OF DELAWARE, INC.
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Chief Financial Officer of
each of the Borrowers
