exv10w6



 






EXHIBIT 10.6




REPLACEMENT REVOLVING NOTE




			
	$8,000,000.00

Chicago, Illinois
	 	Date: as of August 5, 2002

Due Date: July 24, 2008






     FOR VALUE RECEIVED, METROCORP, INC., a Delaware corporation (the “Borrower”), whose address is
1523 8th Street, East Moline, Illinois 61244, promises to pay to the order of LASALLE BANK NATIONAL
ASSOCIATION, a national banking association (hereinafter, together with any holder hereof, called
the “Bank”), whose address is 135 South LaSalle Street, Chicago, Illinois 60603, on or before July
24, 2008 (the “Maturity Date”), the lesser of (i) the principal sum of EIGHT MILLION and 00/100
DOLLARS ($8,000,000.00), or (ii) the aggregate principal amount of all Loans outstanding under and
pursuant to that certain Loan Agreement dated as of November 1, 2001 between the Borrower and the
Bank, as amended by that certain Second Amendment to Loan Agreement dated as of November 30, 2001
and from time to time (as amended, supplemented or modified from time to time, the “Loan
Agreement”), and made available by the Bank to the Borrower at the maturity or maturities and in
the amount or amounts stated on the records of the Bank, together with interest (computed on the
actual number of days elapsed on the basis of a 360 day year) on the aggregate principal amount of
all Loans outstanding from time to time as provided in the Loan Agreement. Capitalized words and
phrases not otherwise defined herein shall have the meanings assigned thereto in the Loan
Agreement.



     This Replacement Revolving Note evidences the Loans and other indebtedness incurred by the
Borrower under and pursuant to the Loan Agreement, to which reference is hereby made for a
statement of the terms and conditions under which the Maturity Date or any payment hereon may be
accelerated. The holder of this Replacement Revolving Note is entitled to all of the benefits and
security provided for in the Loan Agreement. All Loans shall be repaid by the Borrower on the
Maturity Date, unless payable sooner pursuant to the provisions of the Loan Agreement.



     Principal and interest shall be paid to the Bank at its address set forth above, or at such
other place as the holder of this Replacement Revolving Note shall designate in writing to the
Borrower. Each Loan made by the Bank, and all payments on account of the principal and interest
thereof shall be recorded on the books and records of the Bank and the principal balance as shown
on such books and records, or any copy thereof certified by an officer of the Bank, shall be
rebuttably presumptive evidence of the principal amount owing hereunder.



     Except for such notices as may be required under the terms of the Loan Agreement, the Borrower
waives presentment, demand, notice, protest, and all other demands, or notices, in connection with
the delivery, acceptance, performance, default, or enforcement of this Replacement Revolving Note,
and assents to any extension or postponement of the time of payment or any other indulgence.



     The Loans evidenced hereby have been made and/or issued and this Replacement Revolving Note
has been delivered at the Bank’s main office set forth above. This Replacement Revolving Note shall
be governed and construed in accordance with the laws of the State of Illinois, in which state it
shall be performed, and shall be binding upon the Borrower, and its legal representatives,
successors, and assigns. Wherever possible, each provision of the Loan
Agreement and this Replacement Revolving Note shall be interpreted in such manner as to be



 









 




effective and valid under applicable law, but if any provision of the Loan Agreement or this
Replacement Revolving Note shall be prohibited by or be invalid under such law, such provision
shall be severable, and be ineffective to the extent of such prohibition or invalidity, without
invalidating the remaining provisions of the Loan Agreement or this Replacement Revolving Note.




     This Replacement Revolving Note is in substitution for and replacement of, but not in
repayment of, that certain Replacement Revolving Note dated as of November 30, 2001 in the maximum
principal amount of $10,000,000 made by the Borrower payable to the order of the Bank, and shall
not be deemed to constitute a novation therefor.



     IN WITNESS WHEREOF, the Borrower has executed this Replacement Revolving Note as of the date
set forth above.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	ATTEST:

	 	 	 	METROCORP, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	/s/ John R. McEvoy

	 	 	 	/s/ Gary D. Andersen	 	 
	 

	 	 	 	 	 	 
	Senior Vice President

1/4/03

	 	 	 	President	 	 






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