Exhibit 10.2


    Exhibit 10.2

     

    

      REVOLVING
        CREDIT NOTE

      


      


      
        	
                $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.

      


      _____________________________