EX-4.5


    Exhibit 10.1

     

    


    CREDIT
      AGREEMENT

     

    By
      and Between

     

    NATIONAL
      PENN BANCSHARES, INC.

    (“Borrower”)

     

    And

     

    NATIONAL
      PENN INVESTMENT COMPANY

     

    (“Lender”)

     

    


    


    Dated
      January 19, 2006

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    TABLE
      OF CONTENTS

     

    Page

     

    
      	
              ARTICLE
                1 DEFINITIONS

            	
              3

            
	
              1.1

            	
              Definitions.

            	
              3

            
	
              1.2

            	
              Rules
                of Construction.

            	
              7

            
	
              ARTICLE
                2 CREDIT FACILITY

            	
              8

            
	
              2.1

            	
              The
                Revolving Credit Facility.

            	
              8

            
	
              2.2

            	
              Revolving
                Credit Note.

            	
              8

            
	
              2.3

            	
              Use
                of Proceeds.

            	
              8

            
	
              2.4

            	
              Repayment.

            	
              8

            
	
              2.5

            	
              Interest.

            	
              8

            
	
              2.6

            	
              Advances.

            	
              8

            
	
              2.7

            	
              Reduction
                and Termination of Commitments.

            	
              9

            
	
              2.8

            	
              Prepayment.

            	
              9

            
	
              2.9

            	
              Payments.

            	
              9

            
	
              2.10

            	
              Withholding
                Taxes.

            	
              9

            
	
              ARTICLE
                3 REPRESENTATIONS AND WARRANTIES

            	
              9

            
	
              3.1

            	
              Organization
                and Good Standing.

            	
              9

            
	
              3.2

            	
              Power
                and Authority; Validity of Agreement.

            	
              10

            
	
              3.3

            	
              No
                Violation of Laws or Agreements.

            	
              10

            
	
              3.4

            	
              Material
                Contracts.

            	
              10

            
	
              3.5

            	
              Compliance.

            	
              10

            
	
              3.6

            	
              Litigation.

            	
              10

            
	
              3.7

            	
              Title
                to Assets.

            	
              10

            
	
              3.8

            	
              Accuracy
                of Information; Full Disclosure.

            	
              10

            
	
              3.9

            	
              Taxes
                and Assessments.

            	
              11

            
	
              3.10

            	
              Indebtedness.

            	
              11

            
	
              3.11

            	
              Investments.

            	
              11

            
	
              3.12

            	
              ERISA.

            	
              11

            
	
              3.13

            	
              Patents,
                Trademarks, Copyrights and Licenses.

            	
              12

            
	
              3.14

            	
              Licenses
                and Permits.

            	
              12

            
	
              3.15

            	
              Disclosure.

            	
              12

            
	
              3.16

            	
              Hazardous
                Wastes, Substances and Petroleum Products.

            	
              13

            
	
              3.17

            	
              Solvency.

            	
              13

            
	
              ARTICLE
                4 CONDITIONS

            	
              13

            
	
              4.1

            	
              Effectiveness.

            	
              13

            
	
              4.2

            	
              Advances.

            	
              14

            
	
              ARTICLE
                5 AFFIRMATIVE COVENANTS

            	
              14

            
	
              5.1

            	
              Existence
                and Good Standing.

            	
              14

            
	
              5.2

            	
              Financial
                Statements and Information.

            	
              14

            
	
              5.3

            	
              Books
                and Records.

            	
              14

            
	
              5.4

            	
              Insurance.

            	
              14

            
	
              5.5

            	
              Compliance

            	
              14

            
	
              5.6

            	
              Taxes.

            	
              15

            
	
              5.7

            	
              Costs
                and Expenses.

            	
              15

            


    

     

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

     

    
      	
              5.8

            	
              Notice
                of Certain Events.

            	
              15

            
	
              5.9

            	
              Other
                Information.

            	
              15

            
	
              ARTICLE
                6 DEFAULT

            	
              15

            
	
              6.1

            	
              Events
                of Default.

            	
              15

            
	
              6.2

            	
              Remedies.

            	
              16

            
	
              6.3

            	
              Right
                of Setoff.

            	
              16

            
	
              6.4

            	
              Remedies
                Cumulative; No Waiver.

            	
              17

            
	
              ARTICLE
                7 MISCELLANEOUS

            	
              17

            
	
              7.1

            	
              Indemnification
                and Release Provisions.

            	
              17

            
	
              7.2

            	
              Binding
                and Governing Law.

            	
              17

            
	
              7.3

            	
              Survival.

            	
              17

            
	
              7.4

            	
              No
                Waiver; Delay.

            	
              18

            
	
              7.5

            	
              Modification;
                Waiver.

            	
              18

            
	
              7.6

            	
              Headings.

            	
              18

            
	
              7.7

            	
              Notices.

            	
              18

            
	
              7.8

            	
              Payment
                on Non-Business Days.

            	
              19

            
	
              7.9

            	
              Time
                of Day.

            	
              19

            
	
              7.10

            	
              Severability.

            	
              19

            
	
              7.11

            	
              Counterparts.

            	
              19

            
	
              7.12

            	
              Consent
                to Jurisdiction and Service of Process.

            	
              19

            
	
              7.13

            	
              Preservation
                and Limitation of Remedies.

            	
              19

            
	
              7.14

            	
              WAIVER
                OF JURY TRIAL.

            	
              19

            
	
              7.15

            	
              ACKNOWLEDGMENTS.

            	
              19

            


    

    


     

    


     

    


    
      
        
          
             

          

          
          

        

        
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    CREDIT
      AGREEMENT

     

    THIS
      CREDIT AGREEMENT (the “Agreement”) is entered into on January 19, 2006, by and
      between NATIONAL PENN BANCSHARES, INC, a Pennsylvania corporation (the
“Borrower”) and NATIONAL PENN INVESTMENT COMPANY, a Delaware corporation (the
“Lender”).

     

    BACKGROUND

     

    A. The
      Borrower has requested that the Lender provide: a Fifteen Million Dollar
      ($15,000,000) revolving credit facility to the Borrower to be used by the
      Borrower to finance the merger between the Borrower and Nittany Financial Corp..
      

     

    B.
       The
      Lender has agreed to provide the above referenced facility to the Borrower
      subject to the terms and conditions set forth in this Agreement.

     

    In
      consideration of the foregoing background and the promises and the agreements
      hereinafter set forth, and intending to be legally bound hereby, the parties
      hereto agree as follows.

     

    ARTICLE
      1

    DEFINITIONS


     

    1.1  Definitions.
      When
      used
      in this Agreement, the following terms shall have the respective meanings set
      forth below.

     

    “Advance”
      means, individually, and “Advances” means, individually and collectively each,
      Revolving Credit Advance.

     

    “Affiliate”
      of any Person means (a) any Person which, directly or indirectly, is in control
      of, is controlled by, or is under common control with such Person, or (b) any
      Person who is a partner, shareholder, director or officer (i) of such Person,
      or
      (ii) of any Person described in clause (a) above. For purposes of this
      definition, control of a Person shall mean the power, direct or indirect, (x)
      to
      vote 10% or more of the securities having ordinary voting power for the election
      of directors of such Person, or (y) to direct or cause the direction of the
      management and policies of such Person whether by contract or
      otherwise.

     

    “Agreement”
      means this Credit Agreement and all exhibits and schedules hereto, as each
      may
      be amended, modified, extended or restated from time to time.

     

    “Authorized
      Officer” means, the president, chief operating officer, or chief financial
      officer of the Borrower.

     

    “Borrower”
      means the National Penn Bancshares, Inc a Pennsylvania corporation, and its
      successors and permitted assigns.

     

    “Business
      Day” means (a) any day not a Saturday, Sunday or day on which commercial banks
      in Pennsylvania are required or permitted to be closed.

     

     

    
      
        
        

      

      
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    “Code”
      means the Internal Revenue Code of 1986, as amended from time to time, and
      all
      rules and regulations with respect thereto in effect from time to
      time.

     

    “Commitment”
      means, the Revolving Credit Commitment.

     

    “Consents”
      means all filings and all licenses, permits, consents, approvals,
      authorizations, qualifications and orders of governmental authorities and other
      third parties, domestic or foreign, necessary to carry on the Borrower’s
      business, including, without limitation, any Consents required under all
      applicable federal, state or other applicable law.

     

    “Controlled
      Group” means all members of a controlled group of a corporation and all trades
      or businesses (whether or not incorporated) under common control which, together
      with the Borrower, are treated as a single employer under Section 414 of the
      Code.

     

    “Credit
      Documents” means this Agreement, the Note and any other agreements, documents,
      instruments and writings now or hereafter existing, creating, evidencing,
      guarantying or relating to any of the liabilities of Borrower to the Lender
      under this Agreement, the Note and other documents relating to this transaction,
      together with all amendments, modifications, renewals or extensions
      thereof.

     

    “Default”
      means an event, condition or circumstance the occurrence of which would, with
      the giving of notice, the passage of time or both, constitute an Event of
      Default.

     

    “Environmental
      Laws” means any federal, state, county, regional or local laws governing the
      control, storage, removal, spill, release or discharge of Hazardous Substances,
      including without limitation the Comprehensive Environmental Response,
      Compensation, and Liability Act of 1980, as amended by the Superfund Amendments
      and Reauthorization Act of 1986 (“CERCLA”), the Solid Waste Disposal Act, as
      amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous
      and Solid Waste Amendments of 1984, the Federal Water Pollution Control Act,
      as
      amended by the Clean Water Act of 1976, the Hazardous Materials Transportation
      Act, the Emergency Planning and Community Right to Know Act of 1986, the
      National Environmental Policy Act of 1975, the Oil Pollution Act of 1990, the
      Clean Air Act, the Toxic Substances Control Act, the Safe Drinking Water Act,
      the Emergency Planning and Community Right-to-Know Act, the Atomic Energy Act
      and any so-called “Super Fund” or “Super Lien” law or environmental laws
      administered by the EPA, any similar or implementing state law, and in each
      case, as amended from time to time, and all rules and regulations with respect
      thereto in effect from time to time.

     

    “EPA”
      means the United States Environmental Protection Agency, or any successor
      thereto.

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended from
      time
      to time, any successor statute of similar import, and all rules and regulations
      with respect thereto in effect from time to time.

     

    “ERISA
      Affiliate” means, any person that is a member of any group or organization
      within the meaning of Code Sections 414(b), (c), (m) or (o) of which the
      Borrower is a member.

     

     

    
      
        
        

      

      
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    “Event
      of
      Default” means an event described in Section 7.1 hereof.

     

    “Facility”
      means, the Revolving Credit Facility.

     

    “GAAP”
      means generally accepted accounting principles set forth in the Opinions of
      the
      Accounting Principles Board of the American Institute of Certified Public
      Accountants and in statements of the Financial Accounting Standards Board and
      in
      such other statements by such other entity as the Lender may reasonably approve,
      which are applicable in the circumstances as of the date in question; and such
      principles observed in a current period shall be comparable in all material
      respects to those applied in a preceding period.

     

    “Governmental
      Authorities” means, individually and collectively, the federal, state and local
      governmental authorities and administrative agencies which govern the Borrower,
      its businesses or operations, or the commercial or industrial facilities owned
      or operated by the Borrower.

     

    “Hazardous
      Substance” means petroleum products and items defined in the Environmental Laws
      as “hazardous substances”, “hazardous wastes”, “pollutants” or “contaminants”
and any other toxic, reactive, corrosive, carcinogenic, flammable or hazardous
      substance or other pollutant.

     

    “Hazardous
      Wastes” means all waste materials subject to regulation under any Environmental
      Laws or applicable state law, and any other applicable Federal and state laws
      now in force or hereafter enacted relating to hazardous waste
      disposal.

     

    “Indebtedness”
      of any Person means and includes all obligations of such Person which, in
      accordance with GAAP, shall be classified on a balance sheet of such Person
      as
      liabilities of such Person and in any event shall include all (i) obligations
      of
      such Person for borrowed money or which have been incurred in connection with
      acquisition of property or assets, (ii) obligations secured by any lien upon
      property or assets owned by such Person, notwithstanding that such Person has
      not assumed or become liable for the payment of such obligations, (iii)
      obligations created or arising under any conditional sale or other title
      retention agreement with respect to property acquired by such Person,
      notwithstanding the fact that the rights and remedies of the seller, lender
      or
      lessor under such agreement in the event of default are limited to repossession
      or sale of property, (iv) capital lease Obligations, (v) guarantees and (vi)
      letters of credit and letter of credit reimbursement obligations.

     

    “Loan”
      means, the Revolving Credit Loan.

     

    “Material
      Adverse Effect” means either singly or in the aggregate, a material adverse
      effect on the business, condition (financial or otherwise) or prospects of
      the
      Borrower as a result of any condition, circumstance or contingency.

     

    “Multiemployer
      Plan” means a “multiemployer plan” as defined in Sections 3(37) and 4001(a)(3)
      of ERISA.

     

    “Note”
      means the Revolving Credit Note.

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    “Obligations”
      means and includes any and all of the Borrower’s Indebtedness and/or liabilities
      to the Lender or any corporation that directly or indirectly controls, is
      controlled by or is under common control with the Lender of every kind, nature
      and description, direct or indirect, secured or unsecured, joint several, joint
      and several, absolute or contingent, due or to become due, now existing or
      hereafter arising, contractual or tortuous, liquidated or unliquidated under
      this Agreement or under any other Credit Document and all obligations of the
      Borrower to the Lender to perform acts or refrain from taking any action under
      this Agreement or any other Credit Document.

     

    “PBGC”
      means the Pension Benefit Guaranty Corporation, or any successor
      thereto.

     

    “Permitted
      Investments” means investments made in compliance with the investment policies
      of the Borrower that have been approved by its investment committee and reported
      to its board of directors.

     

    “Person”
      means any individual, sole proprietorship, partnership, corporation, business
      trust, joint stock company, trust, unincorporated organization, association,
      limited liability company, institution, public benefit corporation, joint
      venture, entity or government (whether Federal, state, county, city, municipal
      or otherwise, including any instrumentality, division, agency, body or
      department thereof).

     

    “Plan”
      means any pension benefit or welfare benefit plan as defined in Sections 3(1),
      (2) or (3) of ERISA maintained or sponsored by, contributed to, or covering
      employees of, the Borrower or any member of the Controlled Group.

     

    “Prime
      Rate” means, at any time, the rate of interest per annum publicly announced from
      time to time by the Lender as its prime rate. Each change in the Prime Rate
      shall be effective as of the opening of business on the day such change in
      the
      Prime Rate occurs. The parties hereto acknowledge that the rate announced
      publicly by the Lender as its Prime Rate is an index or base rate and shall
      not
      necessarily be its lowest or best rate charged to its customers or other
      banks.

     

    “Regulation
      D” means Regulation D of the Board of Governors of the Federal Reserve System,
      comprising Part 204 of Title 12, Code of Federal Regulations, as amended from
      time to time, and any successor thereto.

     

    “Release”
      means any spill, leak, emission, discharge or the pumping, pouring, emptying,
      disposing, injecting, escaping, leaching or dumping of a Hazardous
      Substance.

     

    “Reportable
      Event” means a reportable event described in Section 4043(b) of ERISA or the
      regulations promulgated thereunder.

     

    “Revolving
      Credit Advance” means a borrowing under the Revolving Credit Commitment pursuant
      to Section 2.6 hereof.

     

    “Revolving
      Credit Commitment” means the maximum aggregate principal amount which the Lender
      has agreed may be outstanding at any time under the Revolving Credit Facility,
      being on the date hereof Fifteen Million Dollars ($15,000,000), as such amount
      may be reduced from time to time pursuant to Section 2.7 or Section 6.2
      hereof.

     

     

    
      
        
        

      

      
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    “Revolving
      Credit Facility” means the facility created pursuant to Section 2.1
      (b)hereof.

     

    “Revolving
      Credit Loan” means any Revolving Credit Advance made to the Borrower pursuant to
      Section 2.1(b), and all such Revolving Credit Advances collectively as the
      context requires. 

     

    “Revolving
      Credit Note” means the promissory note evidencing the Borrower’s obligations
      under the Revolving Credit Facility, to be delivered by the Borrower to the
      Lender pursuant to Section 4.1(a) hereof, as same may be amended or modified
      or
      extended or restated from time to time.

     

    “Revolving
      Credit Termination Date” means the earlier of (i) January __, 2007 or (ii) the
      date on which the Revolving Credit Commitment is terminated pursuant to Section
      2.7 hereof.

     

    “Subsidiary”
      with respect to any Person means any corporation, limited liability company,
      partnership or trust, of which such Person and/or one or more other Subsidiaries
      of such Person shall at the time own equity interests (however designated)
      having ordinary voting power for the election of at least a majority of the
      board of directors (or other governing body) of such Person, other than equity
      interests having such power only by reason of the happening of a
      contingency.

     

    “Termination
      Event” means (i) a Reportable Event with respect to any Plan or Multiemployer
      Plan; (ii) the withdrawal of the Borrower or any member of the Controlled Group
      from a Plan or Multiemployer Plan during a plan year in which such entity was
      a
“substantial employer” as defined in Section 4001(a)(2) of ERISA; (iii) the
      providing of notice of intent to terminate a Plan in a distress termination
      described in Section 404(c) of ERISA; (iv) the institution by the PBGC of
      proceedings to terminate a Plan or Multiemployer Plan; (v) any event or
      condition (a) which might constitute grounds under Section 4042 of ERISA for
      the
      termination of, or the appointment of a trustee to administer, any Plan or
      Multiemployer Plan, or (b) that may result in termination of a Multiemployer
      Plan pursuant to Section 4041A of ERISA; or (vi) the partial or complete
      withdrawal within the meaning of Sections 4203 and 4025 of ERISA, of the
      Borrower or any member of the Controlled Group from a Multiemployer
      Plan.

     

    1.2  Rules
      of Construction.


     

    (i)  GAAP.
      Except as otherwise provided herein, financial and accounting terms used in
      the
      foregoing definitions or elsewhere in this Agreement, shall be defined in
      accordance with GAAP.

     

    (ii)  Uniform
      Commercial Code Terms. All terms used herein and defined in the Uniform
      Commercial Code, as adopted in the Commonwealth of Pennsylvania, shall have
      the
      meaning given therein unless otherwise defined herein.

     

     

    
      
        
        

      

      
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    ARTICLE
      2

    CREDIT
      FACILITY

     

    2.1  The
      Revolving Credit Facility.
      From
      time
      to time prior to the Revolving Credit Termination Date, subject to the
      provisions below, including, without limitation, Section 4.2 hereof, the Lender
      shall make Revolving Credit Advances to the Borrower, which the Borrower may
      repay and reborrow, up to an aggregate outstanding principal amount not to
      exceed at any time the Revolving Credit Commitment as from time to time in
      effect;
      provided that, if the Borrower subscribed to the Lender’s cash management
      services and such services are applicable to the Revolving Credit Facility,
      the
      terms of such services shall control the manner in which funds are transferred
      between the applicable demand deposit account(s) and the Revolving Credit
      Facility, for credit or debit to the Revolving Credit Facility.

     

    2.2  Revolving
      Credit Note.
      The
      indebtedness of the Borrower to the Lender under the Revolving Credit Facility
      will be evidenced by the Revolving Credit Note executed by the Borrower in
      favor
      of the Lender. The maximum principal amount of the Note will be Fifteen Million
      Dollars ($15,000,000); provided, however, that notwithstanding the face amount
      of such Revolving Credit Note, Borrower’s liability thereunder shall be limited
      at all times to its actual indebtedness, principal, interest and fees, then
      outstanding under the Revolving Credit Facility. 

     

    2.3  Use
      of
      Proceeds.
       Funds
      advanced under the Revolving Credit Facility shall be used to finance the
      Borrower’s merger with Nittany Financial Corp.

     

    2.4  Repayment.
      The
      principal balance outstanding under the Revolving Credit Commitment, together
      with accrued and unpaid interest thereon and all fees and costs incurred in
      connection therewith shall be due and payable on the Revolving Credit
      Termination Date.

     

    2.5  Interest. 


     

    (a)  Rate.
      In
      the absence of an Event of Default hereunder, and prior to maturity, each
      Revolving Credit Loan shall bear interest at a rate equal to the Prime
      Rate. 

     

    (b)  Default
      Rate. Notwithstanding the foregoing, upon the occurrence and during the
      continuance of an Event of Default hereunder, including after maturity and
      before and after judgment, the Borrower hereby agrees to pay to the Lender
      interest on the outstanding principal balances of each Revolving Credit Loan
      and, to the extent permitted by law, overdue interest with respect thereto,
      at
      the rate of three percent (3%) per annum in excess of the Prime
      Rate.

     

    (c)  Payment
      and Calculation of Interest. Borrower shall pay interest on each Revolving
      Credit Loan monthly in arrears on the first Business Day of each month,
      commencing February 1, 2006. Interest shall be calculated on the basis of the
      actual number of days elapsed over a year of three hundred sixty five (365)
      days.

     

    2.6  Advances.
      The
      Borrower shall give the Lender one (1) Business Day prior written notice of
      each
      requested Revolving Credit Advance, specifying the date and amount
      thereof. 

     

     

    
      
        
        

      

      
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    2.7  Reduction
      and Termination of Commitments.

     

    (a)  Borrower.
      The Borrower shall have the right at any time and from time to time, upon one
      (1) Business Day’s prior written notice to the Lender, to terminate or reduce
      any Commitment, without penalty or premium, provided that on the effective
      date
      of such termination or reduction Borrower shall make a prepayment of the related
      Loan in full, in the case of a termination, and, in the case of a reduction,
      in
      the amount, if any, by which the aggregate outstanding principal balance of
      such
      Loan exceeds the amount of such Commitment as so reduced, together with accrued
      interest on the amount so prepaid.

     

    (b)  Lender.
      The Lender shall have the right to terminate any Commitment at any time, in
      its
      discretion and upon notice to the Borrower, upon the occurrence of any Event
      of
      Default hereunder. 

     

    (c)  Restoration
      Only With Consent. Any termination or reduction of any Commitment pursuant
      to
      subsections 2.7(a) and (b) shall be permanent, and such Commitment cannot
      thereafter be restored or increased without the written consent of the
      Lender.

     

    2.8  Prepayment. 
      Upon
      one
      (1) Business Day’s prior written notice by the Borrower to the Lender, the
      Borrower may prepay the outstanding principal balance of the Loan, without
      premium or penalty; provided that partial prepayments will be applied, first,
      to
      billed and unpaid interest and fees, and second, to the principal of such Loan,
      as specified by Borrowers in such notice, provided that all payments applied
      to
      any Loan shall be in reverse order of any maturities therefor.

     

    2.9  Payments. 
      All
      payments of principal, interest, fees and other amounts due hereunder, including
      any prepayments thereof, shall be made by the Borrower to the Lender in
      immediately available funds before twelve o’clock (12:00) noon on any Business
      Day at the office of the Lender set forth at the beginning of this Agreement.
      

     

    2.10  Withholding
      Taxes.
      All
      amounts payable under this Agreement, whether principal, interest or otherwise,
      shall be paid in full, free and clear of any present or future taxes, levies,
      imposts, duties, charges, fees or withholdings and without set-off or
      counterclaim or any restriction or condition or deduction whatsoever. If
      Borrower is compelled by law to make any deduction or withholding, it will
      ensure that the same does not exceed the minimum liability therefor and will
      promptly pay the Lender such additional amount as will result in the net amount
      received by the Lender being equal to the full amount which would have been
      receivable had there been no deduction or withholding. 

     

    ARTICLE
      3

    REPRESENTATIONS
      AND WARRANTIES


     

    Borrower
      represents and warrants to Lender as follows:

     

    3.1  Organization
      and Good Standing.
      Borrower
      is duly organized and validly subsisting under the laws of the State of
      Delaware, has the power and authority to carry on its business as now conducted,
      and is qualified to do business in all other states in which the nature of
      its
      business or the ownership of its properties requires such
      qualification.

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

     

    3.2  Power
      and Authority; Validity of Agreement.
      Borrower
      has the power and authority under the laws of the State of Delaware and under
      its organizational documents to enter into and perform this Agreement, the
      Note
      and all other agreements, documents and actions required hereunder; and all
      actions (corporate or otherwise) necessary or appropriate for the Borrower’s
      execution and performance of this Agreement, the Note and the other Credit
      Documents and actions required hereunder have been taken, and, upon their
      execution, the same will constitute the valid and binding obligations of the
      Borrower to the extent it is a party thereto, enforceable in accordance with
      their terms.

     

    3.3  No
      Violation of Laws or Agreements.
      The
      making and performance of this Agreement, the Note and the other Credit
      Documents and actions required of the Borrower hereunder and thereunder will
      not
      violate any provisions of any law or regulation, federal, state or local, or
      the
      organizational documents of the Borrower, result in any breach or violation
      of,
      or constitute a default under, any agreement or instruments by which the
      Borrower or its property may be bound.

     

    3.4  Material
      Contracts.
      Borrower
      is not in material default under any contracts material to its business,
      including, without limitation, any management and consulting
      agreements.

     

    3.5  Compliance. 

     

    (a)  Borrower
      is in compliance in all material respects with all applicable laws and
      regulations, federal, state and local (including, without limitation, those
      administered by the Governmental Authorities), material to the conduct of its
      business and operations; 

     

    (b)  no
      authorization, consent, approval, waiver, license or formal exemptions from,
      nor
      any filing, declaration or registration with, any court or governmental agency
      or regulatory authority (federal, state or local) or non-governmental entity,
      under the terms of contracts or otherwise, is required by reason of or in
      connection with Borrower’s execution and performance of this Agreement, the Note
      and other Credit Documents and actions required hereunder.

     

    3.6  Litigation.
      Except
      as
      otherwise disclosed, there are no actions, suits, proceedings or claims which
      are pending or, to the best of Borrower’s knowledge or information, threatened
      against Borrower which, if adversely resolved, could reasonably be expected
      to
      have a Material Adverse Effect.

     

    3.7  Title
      to Assets. 
      Borrower
      has good and marketable title to all of its properties and assets free and
      clear
      of any liens and encumbrances, except as otherwise disclosed to the Lender;
      and
      all such assets are in good order and repair and fully covered by the insurance
      required under Section 5.4 hereof.

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    3.8  Accuracy
      of Information; Full Disclosure. 

     

    (a)  All
      information furnished to the Lender concerning the financial condition of the
      Borrower, has been prepared in accordance with GAAP, and such information fairly
      present the financial condition of the Borrower as of the date and for the
      period covered and disclose all liabilities of the Borrower and there has been
      no material adverse change in the financial condition or business of the
      Borrower from the date of such information to the date hereof.

     

    (b)  All
      financial statements and other documents furnished by the Borrower to the Lender
      in connection with this Agreement do not and will not contain any untrue
      statement of material fact or omit to state a material fact necessary in order
      to make the statements contained therein not misleading. The Borrower has
      disclosed to the Lender any and all facts which materially and adversely affect
      the business, properties, operations or condition, financial or otherwise,
      of
      the Borrower, or the Borrower’s ability to perform its obligations under this
      Agreement, the Note and the other Credit Documents.

     

    3.9  Taxes
      and Assessments. 
      The
      Borrower has filed all required tax returns or has filed for extensions of
      time
      for the filing thereof, and has paid all applicable federal, state and local
      taxes, other than taxes and payments not yet due or which may be paid hereafter
      without penalty, and does not have knowledge of any deficiency or additional
      assessment in connection therewith not provided for in the financial statements
      required hereunder.

     

    3.10  Indebtedness. 
      The
      Borrower presently has no outstanding Indebtedness or obligations, including
      contingent obligations and obligations under leases of property from others,
      except trade debt in the ordinary course of its business and the indebtedness
      and obligations in the financial statements which have been furnished to the
      Lender in connection with this Agreement.

     

    3.11  Investments. 
      Borrower
      has no Subsidiaries or Affiliates or investments in or loans to any other
      individuals or business entities, other than Permitted Investments. 

     

    3.12  ERISA. 
      The
      Borrower and each ERISA Affiliate is in compliance in all material respects
      with
      all applicable provisions of ERISA and the regulations promulgated thereunder;
      and:

     

    (a)  Neither
      the Borrower nor any ERISA Affiliate maintains or contributes to or has
      maintained or contributed to Multiemployer Plan under which the Borrower or
      any
      ERISA Affiliate could have any withdrawal liability;

     

    (b)  Neither
      the Borrower nor any ERISA Affiliate sponsors or maintains any Plan under which
      there is an accumulated funding deficiency within the meaning of §412 of the
      Code, whether or not waived;

     

    (c)  The
      aggregate liability for accrued benefits and other ancillary benefits under
      each
      Plan that is or will be sponsored or maintained by the Borrower or any ERISA
      Affiliate (determined on the basis of the actuarial assumptions prescribed
      for
      valuing benefits under terminating single-employer defined benefit plans under
      Title IV of ERISA) does not exceed the aggregate fair market value of the assets
      under each such defined benefit pension Plan;

     

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (d)  The
      aggregate liability of the Borrower and each ERISA Affiliate arising out of
      or
      relating to a failure of any Plan to comply with the provisions of ERISA or
      the
      Code, could not reasonably be expected to have a Material Adverse Effect on
      the
      Borrower; and

     

    (e)  There
      does not exist any unfunded liability (determined on the basis of actuarial
      assumptions utilized by the actuary for the plan in preparing the most recent
      annual report) of the Borrower or any ERISA Affiliate under any plan, program
      or
      arrangement providing post-retirement life or health benefits.

     

    3.13  Patents,
      Trademarks, Copyrights and Licenses.
      To
      the
      best of the Borrower’s knowledge, all patents, patent applications, trademarks,
      trademark applications, service marks, service mark applications, copyrights,
      copyright applications, design rights, tradenames, assumed names and licenses
      owned or utilized by the Borrower and material to the operation of its business,
      are valid and constitute all of the intellectual property rights which are
      necessary for the operation of its business; there is no objection to or pending
      challenge to the validity of any such material patent, trademark, copyright,
      design rights, tradename or license or any trade secret and the Borrower is
      not
      aware of any grounds for any challenge, except as otherwise disclosed to the
      Lender. Each patent, patent application, patent license, trademark, trademark
      application, trademark license, service mark, service mark application, service
      mark license, copyright, copyright application and copyright license owned
      or
      held by the Borrower and all trade secrets used by the Borrower consist of
      original material or property developed by the Borrower or was lawfully acquired
      by the Borrower from the proper and lawful owner thereof. Each of such items
      has
      been maintained so as to preserve the value thereof from the date of creation
      or
      acquisition thereof. With respect to all software used by the Borrower, to
      the
      best of the Borrower’s knowledge, the Borrower is in possession of all source
      and object codes related to each piece of software or is the beneficiary of
      a
      source code escrow agreement.

     

    3.14  Licenses
      and Permits. 
      To
      the
      best of the Borrower’s knowledge, the Borrower has procured and is now in
      possession of, and is in compliance in all material respects with, all Consents
      and material licenses or permits required by any applicable federal, state
      or
      local law or regulation for the operation of its business in each jurisdiction
      wherein it is now conducting or proposes to conduct business and where the
      failure to procure such licenses or permits could reasonably be expected to
      have
      a Material Adverse Effect and, except as otherwise disclosed to the Lender,
      the
      same are valid, binding and enforceable, and there are no material defaults
      thereunder or adverse limitations thereon and there are no active proceedings
      or
      claims opposing the issuance, development or use thereof or contesting the
      validity thereof. 

     

    3.15  Disclosure. 
      No
      representation or warranty made by the Borrower in this Agreement or any other
      Credit Document or in any financial statement, report, certificate or any other
      document furnished in connection herewith or therewith contains any untrue
      statement of a material fact or omits to state any material fact necessary
      to
      make the statements herein or therein not misleading. There is no fact known
      to
      the Borrower or which reasonably should be known to the Borrower which the
      Borrower has not disclosed to the Lender in writing with respect to the
      transactions contemplated by this Agreement which could reasonably be expected
      to have a Material Adverse Effect. 

     

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    3.16  Hazardous
      Wastes, Substances and Petroleum Products.
      To
      the
      best of the Borrower’s knowledge Borrower
      has
      received all permits and filed all notifications necessary to carry on its
      business and is in compliance in all material respects with all Environmental
      Law.

     

    3.17  Solvency.
      The
      Borrower is solvent such that (i) the fair value of its assets (including,
      without limitation, the fair salable value of its goodwill and other intangible
      property) is greater than the total amount of its liabilities, including without
      limitation, contingent liabilities, (ii) the present fair salable value of
      its
      assets (including without limitation the fair salable value of its goodwill
      and
      other intangible property) is not less than the amount that will be required
      to
      pay the probable liability on its debts as they become absolute and matured,
      and
      (iii) it is able to realize upon its assets and pay its debts and other
      liabilities, contingent obligations and other commitments as they mature in
      the
      normal course of business. The Borrower (i) does not intend to, or believes
      that
      it will, incur debts or liabilities beyond its ability to pay as such debts
      and
      liabilities mature, and (ii) is not engaged in a business or transaction, or
      about to engage in a business or transaction, for which its property would
      constitute unreasonably small capital. For purposes of this Section 3.17, in
      computing the amount of contingent liabilities at any time, it is intended
      that
      such liabilities will be computed at the amount which, in light of all the
      facts
      and circumstances existing at such time, represents the amount that reasonably
      can be expected to become an actual matured liability.

     

    ARTICLE
      4

    CONDITIONS


     

    4.1  Effectiveness. 
      The
      obligation of the Lender to enter into the Credit Documents, establish the
      and
      fund the first Advance hereunder is subject to the Lender’s receipt of the
      following documents, each in form and substance satisfactory to the
      Lender: 

     

    (a)  Revolving
      Credit Note. The Note, duly executed by the Borrower.

     

    (b)  Authorization
      Documents. Upon the Lender’s request, copy of the organizational documents of
      the Borrower and resolutions of the Borrower authorizing the execution and
      full
      performance of this Agreement, the Note and all other documents and actions
      required hereunder, together with a list of the members of the Borrower’s board
      of directors and an incumbency certificate setting forth the names of the
      officers of the Borrower authorized to execute this Agreement and the other
      Credit Documents and providing specimen signatures for such officers, all of
      the
      foregoing to be certified to the Lender as accurate, complete and in full force
      and effect as of the date of this Agreement by the corporate secretary of the
      Borrower.

     

    (c)  Evidence
      of Subsistence. Upon the Lender’s request, statement of subsistence of the
      Borrower as a Delaware corporation issued by the Secretary of State of
      Delaware.

     

    (d)  Consents.
      Copies of all Consents necessary to permit the effectuation of the transactions
      contemplated by this Agreement and the other Credit Documents, including waivers
      of any third parties who could reasonably be expected to assert claims with
      respect to the assets of the Borrower, as the Lender and its counsel shall
      deem
      reasonably necessary.

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (e)  Notice
      of
      Initial Advance. Written notice from Borrower, specifying the date and amount
      of
      the initial Advance.

     

    (f)  Other
      Documents. Such additional documents as the Lender reasonably may
      request.

     

    4.2  Advances. 
       It
      shall
      be a further condition to the Lender’s obligation hereunder to make any Advance
      that the representations and warranties set forth herein shall be true and
      correct in all material respects as if made on the date of such Advance, that
      no
      Default or Event of Default shall have occurred and be continuing on the date
      of
      such Advance or be caused by such Advance, and there shall have been no material
      adverse change in the Borrower’s financial condition or business since the date
      hereof.

     

    ARTICLE
      5

    AFFIRMATIVE
      COVENANTS


     

    The
      Borrower covenants and agrees that so long as the Loan or any Indebtedness
      of
      the Borrower to the Lender is outstanding and until the Commitment has been
      terminated, the Borrower will:

     

    5.1  Existence
      and Good Standing.
      Preserve
      and maintain its existence, valid subsistence and good standing in the State
      of
      Delaware and all other states in which it conducts business and the validity
      of
      all its material franchises, licenses, permits, certificates of compliance
      or
      grants of authority required in the conduct of its business.

     

    5.2  Financial
      Statements and Information.
      Furnish
      to the Lender upon its request,
      in form
      and substance satisfactory to the Lender the Borrower’s quarterly and annual
      financial statements or any other information of the Borrower
      reasonably requested by Lender.

     

    5.3  Books
      and Records. 
      Keep
      and
      maintain satisfactory and adequate books and records of account in accordance
      with GAAP and make or cause the same to be made available to the Lender or
      its
      agents or nominees at any reasonable time upon reasonable notice for inspection
      and to make extracts thereof and permit the Lender to discuss contents of same
      with senior officers of the Borrower and also with outside auditors and
      accountants of the Borrower.

     

    5.4  Insurance.
       Borrower
      shall carry at all times, in coverage, form and amount satisfactory to the
      Lender, such insurance as the Lender may from time to time reasonably require,
      and pay all premiums on the policies for such insurance when and as they become
      due and do all other things necessary to maintain such policies in full force
      and effect. Borrower shall from time to time, upon request by the Lender,
      promptly furnish or cause to be furnished to the Lender evidence, in form and
      substance satisfactory to the Lender, of the maintenance of all insurance
      required to be maintained by this Section 5.4 including, but not limited to,
      such originals or copies, as the Lender may request, of policies, certificates
      of insurance, riders and endorsements relating to such insurance and proof
      of
      premium payments.

     

    5.5  Compliance.
       Comply
      in
      all material respects with (a) all local, state and federal laws and regulations
      applicable to its business, including without limitation the Environmental
      Laws,
      as amended from time to time, (b) all other laws and regulations of any
      Governmental Authorities. 

     

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    5.6  Taxes.
      Pay
      and
      discharge all taxes, assessments or other governmental charges or levies imposed
      on it or any of its property or assets prior to the date on which any penalty
      for non-payment or late payment is incurred, unless the same are currently
      being contested in good faith by appropriate proceedings, diligently prosecuted
      and are covered by appropriate reserves maintained in cash or cash equivalents
      in accordance with GAAP.

     

    5.7  Costs
      and Expenses.
      Pay
      or
      reimburse the Lender for all out-of-pocket costs and expenses (including but
      not
      limited to attorneys’ and construction consultant’s fees and disbursements) the
      Lender may pay or incur in connection with the preparation and review of this
      Agreement and all waivers, consents and amendments in connection therewith
      and
      all other documentation related thereto, the making of the Loan hereunder,
      and
      the collection, administration or enforcement of the same, including without
      limitation any fees and disbursements incurred in defense of or to retain
      amounts of principal, interest or fees paid. All obligations provided for in
      this Section 5.7 shall survive any termination of this Agreement, the Commitment
      and the repayment of the Loan. 

     

    5.8  Notice
      of Certain Events.
      

     

    Borrower
      will promptly give notice in writing to the Lender of the occurrence of any
      of
      the following:

     

    (a)  any
      Event
      of Default or Default under this Agreement, or any event of default or similar
      occurrence under any instrument or other agreement of the Borrower entitling
      any
      Person to accelerate the maturity of any obligation of the Borrower or to
      exercise any other remedy against the Borrower;

     

    (b)  any
      event
      that could reasonably be expected to have Material Adverse Effect, including,
      without limitation, the commencement of any litigation, proceeding or dispute
      affecting the Borrower, or any dispute between the Borrower and any Person,
      if
      such litigation, proceeding or dispute could reasonably be expected to have
      a
      Material Adverse Effect.
      

     

    5.9  Other
      Information. 
      Provide
      the Lender with any other documents and information, financial or otherwise,
      reasonably requested by the Lender from time to time.

     

    ARTICLE
      6

    DEFAULT

     

    


     

    6.1  Events
      of Default.  Each
      of
      the following events shall be an Event of Default hereunder:

     

    (a)  If
      the
      Borrower shall fail to pay as and when due any principal, interest, fees, costs,
      expenses or any other sum payable to the Lender hereunder or
      otherwise;

     

    (b)  If
      any
      representation or warranty made by or on behalf of the Borrower herein or in
      connection herewith or in any statement, certificate or other document furnished
      hereunder is false or misleading in any material respect when made;

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (c)  If
      the
      Borrower shall default (after expiration of any applicable cure or grace
      periods) in the payment or performance of any obligation or Indebtedness to
      another under any contract material to its business;

     

    (d)  If
      the
      Borrower shall default in or fail to observe any financial covenants agreed
      upon
      between the Borrower and the Lender; 

     

    (e)  If
      the
      Borrower shall default in the performance of any other agreement or covenant
      contained herein or in any document executed or delivered in connection herewith
      and such default shall continue uncured for thirty (30) days after Borrower
      had
      or should have had knowledge of such default; 

     

    (f)  If
      the
      Borrower shall commence a voluntary case under the Bankruptcy Code, as now
      constituted or hereafter amended, or any other applicable federal or state
      bankruptcy, insolvency, reorganization, rehabilitation or other similar law,
      or
      consent to the appointment of or taking possession by a receiver, liquidator,
      assignee, trustee, custodian, sequestrator (or other similar official) of
      Borrower or for any substantial part of its property, or make an assignment
      for
      the benefit of creditors, or fail generally to pay its debts as such debts
      become due, or take corporate action in furtherance of any of the
      foregoing.

     

    (g)  If
      a
      decree or other for relief is entered by a court having jurisdiction in the
      premises in respect of Borrower in an involuntary case under the Bankruptcy
      Code, as now or hereafter constituted, or any other applicable federal or state
      bankruptcy, insolvency or other similar law, or appointing a receiver,
      liquidator, assignee, custodian, trustee, sequestrator (or similar official)
      of
      Borrower or for any substantial part of its property, or ordering the winding-up
      or liquidation of its affairs and any such decree or order continues unstayed
      and in effect for a period of thirty (30) days.

     

    6.2  Remedies. 
      Following
      the occurrence and during the continuance of any Event of Default, at the
      election of the Lender, and by notice by the Lender to the Borrower (except
      if
      an Event of Default described in Section 6.1(g) shall occur in which case
      acceleration shall occur automatically without notice), the Lender may declare
      the entire unpaid balance, principal, interest and fees, of all Indebtedness
      of
      the Borrower to the Lender, hereunder or otherwise, to be immediately due and
      payable. Upon such declaration, the Commitment shall immediately and
      automatically terminate. In addition to any rights granted hereunder or in
      any
      documents delivered in connection herewith, the Lender shall have all the rights
      and remedies granted by any applicable law, all of which shall be cumulative
      in
      nature.

     

    6.3  Right
      of Setoff. 
      If
      any of
      the Obligations shall be due and payable or any one or more Events of Default
      shall have occurred and be continuing, whether or not the Lender shall have
      made
      demand under any Credit Document and regardless of the adequacy of any
      collateral for the Obligations or other means of obtaining repayment of the
      Obligations, the Lender shall have the right, without notice to the Borrower
      and
      is specifically authorized hereby to setoff against and apply to the then unpaid
      balance of such Obligations as are then due and payable, any items or funds
      of
      the Borrower held by the Lender or any affiliate of the Lender, and all deposits
      (whether general or special, time or demand, matured or unmatured) or any other
      property of Borrower including, without limitation, securities and/or
      certificates of deposit, now or hereafter maintained by the Borrower for its
      or
      their own account with Lender or any affiliate of Lender, and any other
      indebtedness at any time held or owing by Lender or any affiliate of Lender,
      to
      or for the credit or the account of the Borrower, even if effecting such setoff
      results in a loss or reduction of interest or the imposition of a penalty
      applicable to the early withdrawal of time deposits. For such purpose, the
      Lender shall have, and Borrower hereby grants to the Lender, a first lien on
      and
      security interest in such deposits, property, funds and accounts and the
      proceeds thereof.

     

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    6.4  Remedies
      Cumulative; No Waiver. 
      The
      rights, powers and remedies of the Lender provided in this Agreement and any
      in
      the other Credit Documents are cumulative and not exclusive of any right, power
      or remedy provided by law or equity. No failure or delay on the part of the
      Lender in the exercise of any right, power or remedy shall operate as a waiver
      thereof, nor shall any single or partial exercise preclude any other or further
      exercise thereof, or the exercise of any other right, power or
      remedy.

     

    ARTICLE
      7

    MISCELLANEOUS 

     

    7.1  Indemnification
      and Release Provisions.  Borrower
      hereby indemnifies and agrees to protect, defend and hold harmless Lender and
      its directors, officers, officials, agents, employees and counsel and their
      respective heirs, administrators, executors, successors and assigns, from and
      against, any and all losses, liabilities (including without limitation
      settlement costs and amounts, transfer taxes, documentary taxes, or assessments
      or charges made by any governmental authority), claims, damages, interest,
      judgments, costs, or expenses, including, without limitation, fees and
      disbursements of counsel, incurred by any of them arising out of or in
      connection with or by reason of this Agreement, the Commitment, the making
      of
      the Loan or any other Credit Document, including without limitation, any and
      all
      losses, liabilities, claims, damages, interests, judgments, costs or expenses
      relating to or arising under any Environmental Laws or the application of any
      such statute to Borrower’s properties or assets. Borrower hereby releases Lender
      and its respective directors, officers, agents, employees and counsel from
      any
      and all claims for loss, damages, costs or expenses caused or alleged to be
      caused by any act or omission, other than gross negligence or willful
      misconduct, on the part of any of them. All obligations provided for in this
      Section 7.1 shall survive any termination of this Agreement or the Commitments
      and the repayment of the Loan.

     

    7.2  Binding
      and Governing Law. 
      This
      Agreement and all documents executed hereunder shall be binding upon and shall
      inure to the benefit of the parties hereto and their respective successors
      and
      assigns and shall be governed as to their validity, interpretation and effect
      by
      the laws of the Commonwealth of Pennsylvania with reference to conflict of
      laws.

     

    7.3  Survival. 
      All
      agreements, representations, warranties and covenants of the Borrower contained
      herein or in any documentation required hereunder shall survive the execution
      of
      this Agreement and the making of the Loan hereunder and except for Section
      5.8
      and Section 7.1 which provide otherwise, will continue in full force and effect
      as long as any indebtedness or other obligation of the Borrower to the Lender
      remains outstanding.

     

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    7.4  No
      Waiver; Delay. 
      If
      the
      Lender waives any power, right or remedy arising hereunder or under any
      applicable law, such waiver shall not be deemed to be a waiver upon any later
      occurrence or recurrence of any of said events. No delay by the Lender in the
      exercise of any power, right or remedy shall, under any circumstances,
      constitute or be deemed to be a waiver, express or implied, of the same and
      no
      course of dealing between the parties hereto shall constitute a waiver of the
      Lender’s powers, rights or remedies. The remedies herein provided are cumulative
      and not exclusive of any remedies provided by law.

     

    7.5  Modification;
      Waiver. 
      Except
      as
      otherwise provided in this Agreement, no modification or amendment hereof,
      or
      waiver or consent hereunder, shall be effective unless made in a writing signed
      by appropriate officers of the parties hereto.

     

    7.6  Headings. 
      The
      various headings in this Agreement are inserted for convenience only and shall
      not affect the meaning or interpretation of this Agreement or any provision
      hereof.

     

    7.7  Notices. 
      Any
      notice, request or consent required hereunder or in connection herewith shall
      be
      deemed satisfactorily given if in writing (including facsimile transmissions)
      and delivered by hand or mailed (registered or certified mail) to the parties
      at
      their respective addresses or telecopier number set forth below or such other
      addresses or telecopier numbers as may be given by any party to the others
      in
      writing:

     

    if
      to the
      Borrower:

     

    National
      Penn Bancshares, Inc

    Philadelphia
      & Reading Avenues

    Boyertown,
      PA 19512

    Attention:
      [_____________________] 

    Telephone:
      

    Telecopier:
      

     

    if
      to the
      Lender:

     

    National
      Penn Investment Company

    Philadelphia
      & Reading Avenues

    Boyertown,
      PA 19512

    Attention:
      [_____________________]

    Telephone:
      

    Telecopier:
      

     

    with
      a
      copy to:

     

    Reed
      Smith LLP

    2500
      One
      Liberty Place

    1650
      Market Street

    Philadelphia,
      PA 19103

    Attention:
      Paul J. Jaskot

    Telephone:
      215.851.8180

    Telecopier:
      215.851.1420

     

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    7.8  Payment
      on Non-Business Days. 
      Whenever
      any payment to be made hereunder shall be stated to be due on a day other than
      a
      Business Day, such payment may be made on the next succeeding Business Day,
      provided however that such extension of time shall be included in the
      computation of interest due in conjunction with such payment or other fees
      due
      hereunder, as the case may be.

     

    7.9  Time
      of Day. 
      All
      time
      of day restrictions imposed herein shall be calculated using the local time
      in
      Boyertown, Pennsylvania.

     

    7.10  Severability. 
      If
      any
      provision of this Agreement or the application thereof to any person or
      circumstance shall be invalid or unenforceable to any extent, the remainder
      of
      this Agreement and the application of such provisions to other persons or
      circumstances shall not be affected thereby and shall be enforced to the
      greatest extent permitted by law.

     

    7.11  Counterparts. 
      This
      Agreement may be executed in any number of counterparts with the same effect
      as
      if all the signatures on such counterparts appeared on one document, and each
      such counterpart shall be deemed to be an original.

     

    7.12  Consent
      to Jurisdiction and Service of Process. 
      The
      Borrower irrevocably appoints each officer of the Borrower as their attorney
      upon whom may be served any notice, process or pleading in any action or
      proceeding against it arising out of or in connection with any of the Credit
      Documents; and the Borrower hereby consents that any action or proceeding
      against them be commenced and maintained in any court within the Commonwealth
      of
      Pennsylvania or in the United States District Court for the Eastern District
      of
      Pennsylvania by service of process on any such officer; and the Borrower agrees
      that the courts of the Commonwealth of Pennsylvania and the United States
      District Court for the Eastern District of Pennsylvania shall have jurisdiction
      with respect to the subject matter hereof and the person of the Borrower.


     

    7.13  Preservation
      and Limitation of Remedies. 
      The
      Lender
      and the Borrower shall have the right to proceed in any court of proper
      jurisdiction or by self-help to exercise or prosecute the following remedies,
      as
      applicable: (i) all rights to foreclose against any real or personal property
      by
      exercising a power of sale granted under the Credit Documents or under
      applicable law or by judicial foreclosure and sale, including a proceeding
      to
      confirm the sale; (ii) all rights of self-help including peaceful occupation
      of
      real property and collection of rents, set-off, and peaceful possession of
      personal property; (iii) obtaining provisional or ancillary remedies including
      injunctive relief, sequestration, garnishment, attachment, appointment of
      receiver and filing an involuntary bankruptcy proceeding; and (iv) when
      applicable, a judgment by confession of judgment. 

     

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    7.14  WAIVER
      OF JURY TRIAL. 
      EACH
      OF
      THE PARTIES HERETO 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 THIS AGREEMENT OR THE NOTES
      OR
      ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
      OR ACTIONS OF THE BANK. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK’S
      ENTERING INTO THIS AGREEMENT.

     

    7.15  ACKNOWLEDGMENTS. 
      THE
      BORROWER ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL IN THE REVIEW
      AND EXECUTION OF THIS AGREEMENT AND, SPECIFICALLY, SECTIONS 7.14 AND 7.15
      HEREOF, AND FURTHER ACKNOWLEDGE THAT THE MEANING AND EFFECT OF THE FOREGOING
      WAIVER OF JURY TRIAL HAS BEEN FULLY EXPLAINED TO BORROWER BY SUCH
      COUNSEL. 

     

    


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the undersigned, by their duly authorized officers, have
      executed this Credit Agreement the day and year first above
      written.

     

    
      	 	
              NATIONAL
                PENN BANCSHARES, INC.

               

            
	 	 
	 	
              By:
                                                                                   

               

              Name:
                

              Title:
                

            
	 	 
	 	
              NATIONAL
                PENN INVESTMENT COMPANY

               

            
	 	
              By:
                                                                                   

               

              Name:

              Title:

            


    

     

     

    -19-