Exhibit 10.2


 


	
  Committed Line Of Credit Note

  	
  

  



 


	
  $6,000,000

  	
   

  	
  October 1, 2008

  



 


FOR VALUE RECEIVED, NEW HORIZONS WORLDWIDE, INC. (the “Borrower”),
with an address at 1 West Elm Street, Suite 125, Conshohocken, PA,  19428, promises to pay to the order of PNC BANK,  NATIONAL ASSOCIATION (the
“Bank”), in lawful money of the United
States of America in immediately available funds at its offices located at 1600
Market Street, 22nd Floor, Philadelphia, PA 19103, or at such other
location as the Bank may designate from time to time, the principal sum of SIX MILLION DOLLARS ($6,000,000) (the “Facility”)
or such lesser amount as may be advanced to or for the benefit of the Borrower
hereunder, together with interest accruing on the outstanding principal balance
from the date hereof, all as provided below.


 


1.             Advances.  The Borrower may request advances, repay and request
additional advances hereunder until the Expiration Date, subject to the terms
and conditions of this Note and the Loan Documents (as hereinafter defined).  The “Expiration
Date” shall mean September 30, 2011, or such later date as may
be designated by the Bank by written notice from the Bank to the Borrower.  The Borrower acknowledges and agrees that in
no event will the Bank be under any obligation to extend or renew the Facility
or this Note beyond the Expiration Date. 
The Borrower may request advances hereunder upon giving oral or written
notice to the Bank by 1:00 p.m. (Philadelphia, Pennsylvania time) (a) on
the day of the proposed advance, in the case of advances to bear interest under
the Base Rate Option (as hereinafter defined) and (b) three (3) Business
Days prior to the proposed advance, in the case of advances to bear interest
under the LIBOR Option (as hereinafter defined), followed promptly thereafter
by the Borrower’s written confirmation to the Bank of any oral notice.  The aggregate unpaid principal amount of
advances under this Note shall not exceed the face amount of this Note.


 


2.             Rate of Interest.  Each advance outstanding under this Note will
bear interest at a rate or rates per annum as may be selected by the Borrower
from the interest rate options set forth below (each, an “Option”):


 


(i)            Base Rate Option.  A rate of interest per annum which is at all
times equal to the Prime Rate (“Base Rate”).  For purposes hereof, the term “Prime Rate” shall mean the rate publicly
announced by the Bank from time to time as its prime rate.  The Prime Rate is determined from time to
time by the Bank as a means of pricing some loans to its borrowers.  The Prime Rate is not tied to any external
rate of interest or index, and does not necessarily reflect the lowest rate of
interest actually charged by the Bank to any particular class or category of
customers.  If and when the Prime Rate
changes, the rate of interest with respect to any advance to which the Base
Rate Option applies will change automatically without notice to the Borrower,
effective on the date of any such change. 
There are no required minimum interest periods for advances bearing
interest under the Base Rate Option.


 

















 


(ii)           LIBOR Option.  A rate per annum equal to (A) LIBOR plus (B) two
and one-quarter percent (2.25%), for the applicable LIBOR Interest Period.


 


For purposes hereof, the
following terms shall have the following meanings:


 


“Business Day”
shall mean any day other than a Saturday or Sunday or a legal holiday on which
commercial banks are authorized or required by law to be closed for business in
Philadelphia, Pennsylvania.


 


“LIBOR” shall
mean, with respect to any advance to which the LIBOR Option applies for the
applicable LIBOR Interest Period, the interest rate per annum determined by the
Bank by dividing (the resulting quotient rounded upwards, if necessary, to the
nearest 1/16th of 1%) (i) the rate of interest determined by the Bank in
accordance with its usual procedures (which determination shall be conclusive
absent manifest error) to be the eurodollar rate two (2) Business Days
prior to the first day of such LIBOR Interest Period for an amount comparable
to such advance and having a borrowing date and a maturity comparable to such
LIBOR Interest Period by (ii) a number equal to 1.00 minus the LIBOR
Reserve Percentage.


 


“LIBOR Interest Period”
shall mean, as to any advance to which the LIBOR Option applies, the period of
one (1), two (2), three (3) or six (6) months as selected by the
Borrower in its notice of borrowing or notice of conversion, as the case may
be, commencing on the date of disbursement of an advance (or the date of
conversion of an advance to the LIBOR Option, as the case may be) and each
successive period selected by the Borrower thereafter; provided  that,
(i) if a LIBOR Interest Period would end on a day which is not a Business
Day, it shall end on the next succeeding Business Day unless such day falls in
the next succeeding calendar month in which case the LIBOR Interest Period
shall end on the next preceding Business Day, (ii) the Borrower may not
select a LIBOR Interest Period that would end on a day after the Expiration
Date, and (iii) any LIBOR Interest Period that begins on the last Business
Day of a calendar month (or a day for which there is no numerically
corresponding day in the last calendar month of such LIBOR Interest Period)
shall end on the last Business Day of the last calendar month of such LIBOR
Interest Period.


 


“LIBOR Reserve Percentage”
shall mean the maximum effective percentage in effect on such day as prescribed
by the Board of Governors of the Federal Reserve System (or any successor) for
determining the reserve requirements (including, without limitation,
supplemental, marginal and emergency reserve requirements) with respect to
eurocurrency funding (currently referred to as “Eurocurrency liabilities”).


 


LIBOR shall be adjusted with
respect to any advance to which the LIBOR Option applies on and as of the
effective date of any change in the LIBOR Reserve Percentage.  The Bank shall give prompt notice to the
Borrower of LIBOR as determined or adjusted in accordance herewith, which
determination shall be conclusive absent manifest error.


 


If the Bank reasonably
determines (which determination shall be final and conclusive) that, by reason
of circumstances affecting the eurodollar market generally, deposits in dollars
(in the 


 


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applicable amounts) are not
being offered to banks in the eurodollar market for the selected term, or
adequate means do not exist for ascertaining LIBOR, then the Bank shall give
notice thereof to the Borrower. 
Thereafter, until the Bank notifies the Borrower that the circumstances
giving rise to such suspension no longer exist, (a) the availability of
the LIBOR Option shall be suspended, and (b) the interest rate for all
advances then bearing interest under the LIBOR Option shall be converted at the
expiration of the then current LIBOR Interest Period(s) to the Base Rate.


 


In addition, if, after the
date of this Note, the Bank shall reasonably determine (which determination
shall be final and conclusive) that any enactment, promulgation or adoption of
or any change in any applicable law, rule or regulation, or any change in
the interpretation or administration thereof by a governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Bank with any guideline, request
or directive (whether or not having the force of law) of any such authority,
central bank or comparable agency shall make it unlawful or impossible for the
Bank to make or maintain or fund loans based on LIBOR, the Bank shall notify
the Borrower.  Upon receipt of such
notice, until the Bank notifies the Borrower that the circumstances giving rise
to such determination no longer apply, (a) the availability of the LIBOR
Option shall be suspended, and (b) the interest rate on all advances then
bearing interest under the LIBOR Option shall be converted to the Base Rate
either (i) on the last day of the then current LIBOR Interest Period(s) if
the Bank may lawfully continue to maintain advances based on LIBOR to such day,
or (ii) immediately if the Bank may not lawfully continue to maintain
advances based on LIBOR.


 


The foregoing
notwithstanding, it is understood that the Borrower may select different
Options to apply simultaneously to different portions of the advances and may
select up to three (3) different interest periods to apply simultaneously
to different portions of the advances bearing interest under the LIBOR
Option.  Interest hereunder will be
calculated based on the actual number of days that principal is outstanding
over a year of 360 days. In no event will the rate of interest hereunder exceed
the maximum rate allowed by law. 
Notwithstanding the foregoing, no LIBOR Option or LIBOR Interest Period
may be selected after the occurrence and during the continuation of an Event of
Default (as hereinafter defined).


 


3.             Interest Rate Election.  Subject to the terms and conditions of this
Note, at the end of each interest period applicable to any advance, the
Borrower may renew the Option applicable to such advance or convert such advance
to a different Option; provided  that, during any period in which
any Event of Default (as hereinafter defined) has occurred and is continuing,
any advances bearing interest under the LIBOR Option shall, at the Bank’s sole
discretion, be converted at the end of the applicable LIBOR Interest Period to
the Base Rate and the LIBOR Option will not be available to Borrower with
respect to any new advances (or with respect to the conversion or renewal of
any existing advances) until such Event of Default has been cured by the
Borrower or waived by the Bank.  The
Borrower shall notify the Bank of each election of an Option, each conversion
from one Option to another, the amount of the advances then outstanding to be
allocated to each Option and, where relevant, the interest periods
therefor.  In the case of converting to
the LIBOR Option, such notice shall be given at least three (3) Business
Days prior to the commencement of any LIBOR Interest Period.  If no interest period is specified in any
such notice for which the resulting advance is to bear interest under the LIBOR
Option, the Borrower shall be deemed to have selected a LIBOR Interest Period
of one month’s duration.  If 


 


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no
notice of election, conversion or renewal is timely received by the Bank with
respect to any advance, the Borrower shall be deemed to have selected the Base
Rate Option.  Any such election shall be
promptly confirmed in writing by such method as the Bank may require.


 


4.             Advance Procedures.  A request for advance made by telephone must
be promptly confirmed in writing by such method as the Bank may require.  The Borrower authorizes the Bank to accept
telephonic requests for advances, and the Bank shall be entitled to rely upon
the authority of any Authorized Officer (as defined in the Loan Agreement)
providing such instructions.  The
Borrower hereby indemnifies and holds the Bank harmless from and against any
and all damages, losses, liabilities and reasonable out-of-pocket costs and
expenses (including fees and expenses) which may arise or be created by the
acceptance of such telephone requests or making such advances; provided,
however, that the foregoing indemnity shall not apply to any claims,
damages, losses, liabilities or expenses to the extent attributable to Bank’s
gross negligence or willful misconduct. 
The Bank will enter on its books and records, which entry when made will
be presumed correct, the date and amount of each advance, the interest rate and
interest period applicable thereto, as well as the date and amount of each
payment.


 


5.             Payment Terms.  The Borrower shall pay accrued interest on
the unpaid principal balance of this Note in arrears:  (a) for the portion of advances bearing
interest under the Base Rate Option, on the last day of each month during the
term hereof, commencing on October 31, 2008, (b) for the portion of
advances bearing interest under the LIBOR Option, on the last day of the
respective LIBOR Interest Period for such advance, (c) if any LIBOR
Interest Period is longer than three (3) months, then also on the three (3)
month anniversary of such interest period and every three (3) months
thereafter, and (d) for all advances, at maturity, whether by acceleration
of this Note or otherwise, and after maturity, on demand until paid in
full.  All outstanding principal and
accrued interest hereunder shall be due and payable in full on the Expiration
Date.


 


If any payment under this
Note shall become due on a Saturday, Sunday or public holiday under the laws of
the Commonwealth of Pennsylvania (the “Commonwealth”),
such payment shall be made on the next succeeding Business Day and such
extension of time shall be included in computing interest in connection with
such payment.  The Borrower hereby
authorizes the Bank to charge the Borrower’s deposit account at the Bank for
any payment when due hereunder. Payments received will be applied to charges,
fees and reasonable out-of-pocket expenses (including attorneys’ fees), accrued
interest and principal in any order the Bank may choose, in its sole
discretion.


 


6.             Late Payments; Default Rate.  If the Borrower fails to make any payment of
principal, interest or other amount coming due pursuant to the provisions of
this Note within fifteen (15) calendar days of the date due and payable, the
Borrower also shall pay to the Bank a late charge equal to the lesser of five
percent (5%) of the amount of such payment or $100.00 (the “Late Charge”).  Such fifteen (15) day period shall not be
construed in any way to extend the due date of any such payment.  Upon maturity, whether by acceleration,
demand or otherwise, and following written notice provided to the Borrower, at
the Bank’s option upon the occurrence of any Event of Default (as hereinafter
defined) and during the continuance thereof, each advance outstanding under
this Note shall bear interest at a rate per annum (based on the actual number
of days that principal is outstanding over a year of 360 days) which shall
be three percentage points (3%) 


 


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in
excess of the  interest rate in
effect from time to time under this Note but not more than the maximum rate
allowed by law (the “Default Rate”).  The Default Rate shall continue to apply
whether or not judgment shall be entered on this Note.  Both the Late Charge and the Default Rate are
imposed as liquidated damages for the purposes of defraying the Bank’s expenses
incident to the handling of delinquent payments, but are in addition to, and
not in lieu of, the Bank’s exercise of any rights and remedies hereunder, under
the other Loan Documents or under applicable law, and any fees and expenses of
any agents or attorneys which the Bank may employ.  In addition, the Default Rate reflects the
increased credit risk to the Bank of carrying a loan that is in default.  The Borrower agrees that the Late Charge and
Default Rate are reasonable forecasts of just compensation for anticipated and
actual harm incurred by the Bank, and that the actual harm incurred by the Bank
cannot be estimated with certainty and without difficulty.


 


7.             Prepayment.  The Borrower shall have the right to prepay
any advance hereunder at any time and from time to time, in whole or in part;
subject, however, to payment of any break funding indemnification amounts owing
pursuant to paragraph 8 below.


 


8.             Yield Protection; Break Funding
Indemnification.  Without duplicating the Borrower’s
obligations under the Loan Agreement, within ten (10) days following
receipt by the Borrower of written demand from the Bank, together with
computations (in reasonable detail) therefor, the Borrower shall pay to the
Bank an amount sufficient to fairly compensate the Bank for any unforeseen
increase in its costs to provide the Loan or decrease in its return on the
Loan, which increase or decrease, as the case may be, is directly attributable
to, subsequent to the date hereof, a change in law or regulation, or the
official interpretation and enforcement thereof, imposing any reserve, deposit,
allocation of capital, or similar requirement (including without limitation,
any such subsequent change to Regulation D of the Board of Governors of the
Federal Reserve System) on the Bank, its holding company or any of their
respective assets.  In addition, the Borrower
agrees to indemnify the Bank against any liabilities, losses or expenses
(including, without limitation, loss of margin, any loss or expense sustained
or incurred in liquidating or employing deposits from third parties, and any
loss or expense incurred in connection with funds acquired to effect, fund or
maintain any advance (or any part thereof) bearing interest under the LIBOR
Option which the Bank sustains or incurs as a consequence of either (i) the
Borrower’s failure to make a payment on the due date thereof, (ii) the
Borrower’s revocation (expressly, by later inconsistent notices or otherwise)
in whole or in part of any notice given to Bank to request, convert, renew or
prepay any advance bearing interest under the LIBOR Option, or (iii) the
Borrower’s payment or prepayment (whether voluntary, after acceleration of the
maturity of this Note or otherwise) or conversion of any advance bearing
interest under the LIBOR Option on a day other than the last day of the
applicable LIBOR Interest Period.  A
notice as to any amounts payable pursuant to this paragraph given to the
Borrower by the Bank shall, in the absence of manifest error, be conclusive and
shall be payable upon demand. The Borrower’s indemnification obligations
hereunder shall survive the payment in full of the advances and all other
amounts payable hereunder.


 


9.             Other Loan Documents.  This Note is issued in connection with a Loan
Agreement dated as of October 1, 2008 between the Borrower and the Bank
(the “Loan Agreement”), the
Security Agreement dated as of October 1, 2008 made by Borrower in favor
of Bank, and the other agreements and documents executed and/or delivered in
connection therewith or referred to 


 


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therein,
the terms of which are incorporated herein by reference (as amended, modified
or renewed from time to time, collectively the “Loan Documents”), and is secured by the property (if any)
described in the Loan Documents and by such other collateral as previously may
have been or may in the future be granted to the Bank to secure this Note.


 


10.          Events of Default.  The occurrence of any of the following events
will be deemed to be an “Event of Default”
under this Note:  (i) the nonpayment
of any principal when due or the nonpayment of any interest or other
indebtedness under this Note within five (5) days after the date when due;
(ii) the occurrence of any event of default or any default and the lapse
of any notice or cure period, or any Obligor’s failure to observe or perform
(after giving effect to any notice or cure period) any covenant or other
agreement, under or contained in any Loan Document or any other document now or
in the future evidencing or securing any debt, liability or obligation of any
Obligor to the Bank; (iii) the filing by or against any Obligor of any
proceeding in bankruptcy, receivership, insolvency, reorganization,
liquidation, conservatorship or similar proceeding (and, in the case of any
such proceeding instituted against any Obligor, such proceeding is not
dismissed or stayed within forty-five (45) days of the commencement thereof,
provided that the Bank shall not be obligated to advance additional funds
hereunder during such period); (iv) any assignment by any Obligor for the
benefit of creditors, or any levy, garnishment, attachment or similar
proceeding is instituted against any property of any Obligor held by or
deposited with the Bank; (v) a default with respect to any other
indebtedness of any Obligor for borrowed money in excess of $50,000, if the
effect of such default is to cause or permit the acceleration of such debt; (vi) the
commencement of any foreclosure or forfeiture proceeding, execution or
attachment against any collateral securing the obligations of any Obligor to
the Bank; (vii) the entry of a final judgment in excess of $100,000 or the
entry of multiple final judgments aggregating in excess of $250,000 against any
Obligor and the failure of such Obligor to discharge such judgment or judgments
within thirty (30) days of the entry thereof; (viii) any material adverse
change in any Obligor’s business, assets, operations, financial condition or
results of operations of the Obligors taken as a whole; (ix) any Obligor
ceases doing business as a going concern; or (x) any representation or
warranty made by any Obligor to the Bank in any Loan Document or any other
documents now or in the future evidencing or securing the obligations of any
Obligor to the Bank, is false, erroneous or misleading in any material
respect.  As used herein, the term “Obligor” means any Borrower and any
guarantor of, or any pledgor, mortgagor or other person or entity providing
collateral support for, the Borrower’s obligations to the Bank existing on the
date of this Note or arising in the future.


 


Upon the occurrence and
during the continuation of an Event of Default: 
(a) the Bank shall be under no further obligation to make advances
hereunder; (b) if an Event of Default specified in clause (iii) or (iv) above
shall occur, the outstanding principal balance and accrued interest hereunder
together with any additional amounts payable hereunder shall be immediately due
and payable without demand or notice of any kind; (c) if any other Event
of Default shall occur, the outstanding principal balance and accrued interest
hereunder together with any additional amounts payable hereunder, at the Bank’s
option and without demand or notice of any kind, may be accelerated and become
immediately due and payable; (d) at the Bank’s option, this Note will bear
interest at the Default Rate from the date of the occurrence of the Event of
Default; and (e) the Bank may exercise from time to time any of the rights
and remedies available under the Loan Documents or under applicable law.


 


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Power to
Confess Judgment.  The Borrower hereby empowers any attorney of
any court of record, after the occurrence and during the continuance of any
Event of Default hereunder, to appear for the Borrower and, with or without
complaint filed, confess judgment, or a series of judgments, against the
Borrower in favor of the Bank or any holder hereof for the entire principal
balance of this Note, all accrued and unpaid interest and all other amounts due
and owing hereunder, together with reasonable costs of suit and an attorney’s
commission of the lesser of 10% of such principal and interest and $1,000 added
as a reasonable attorney’s fee, and for doing so, this Note or a copy verified
by affidavit shall be a sufficient warrant. 
Except in the case of manifest error by the Bank, the Borrower hereby
forever waives and releases all errors in said proceedings and all rights of
appeal and all relief from any and all appraisement, stay or exemption laws of
any state now in force or hereafter enacted. 
Interest on any such judgment shall accrue at the Default Rate.


 


No single exercise of the
foregoing power to confess judgment, or a series of judgments, shall be deemed
to exhaust the power, whether or not any such exercise shall be held by any
court to be invalid, voidable, or void, but the power shall continue
undiminished and it may be exercised from time to time as often as the Bank
shall elect until such time as the Bank shall have received payment in full of
the debt, interest and costs. 
Notwithstanding the attorney’s commission provided for in the preceding
paragraph (which is included in the warrant for purposes of establishing a sum
certain), the amount of attorneys’ fees that the Bank may recover from the
Borrower shall not exceed the actual attorneys’ fees incurred by the Bank.


 


11.          Right of Setoff.  In addition to all liens upon and rights of
setoff against the Borrower’s money, securities or other property given to the
Bank by law, the Bank shall have, with respect to the Borrower’s obligations to
the Bank under this Note and to the extent permitted by law, a contractual
possessory security interest in and a contractual right of setoff against, and
the Borrower hereby grants the Bank a security interest in, and hereby assigns,
conveys, delivers, pledges and transfers to the Bank, all of the Borrower’s
right, title and interest in and to, all of the Borrower’s deposits, moneys,
securities and other property now or hereafter in the possession of or on
deposit with, or in transit to, the Bank or any other direct or indirect
subsidiary of The PNC Financial Services Group, Inc., whether held in a
general or special account or deposit, whether held jointly with someone else,
or whether held for safekeeping or otherwise, excluding, however, all IRA,
Keogh, and trust accounts.  Every such
security interest and right of setoff may be exercised without demand upon or
notice to the Borrower.  Every such right
of setoff shall be deemed to have been exercised immediately upon the
occurrence of an Event of Default hereunder without any action of the Bank,
although the Bank may enter such setoff on its books and records at a later
time.


 


12.          Indemnity.  The Borrower agrees to indemnify each of the
Bank, each legal entity, if any, who controls, is controlled by or is under
common control with the Bank, and each of their respective directors, officers
and employees (the “Indemnified Parties”),
and to hold each Indemnified Party harmless from and against any and all
claims, damages, losses, liabilities and reasonable out-of-pocket expenses
(including all fees and charges of external counsel with whom any Indemnified
Party may consult and all expenses of litigation and preparation therefor)
which any Indemnified Party may incur or which may be asserted against any
Indemnified Party by any 


 


7

















 


person,
entity or governmental authority (including any person or entity claiming
derivatively on behalf of the Borrower), in connection with or arising out of
or relating to the matters referred to in this Note or in the other Loan
Documents or the use of any advance hereunder, whether (a) arising from or
incurred in connection with any breach of a representation, warranty or
covenant by the Borrower, or (b) arising out of or resulting from any suit,
action, claim, proceeding or governmental investigation, pending or threatened,
whether based on statute, regulation or order, or tort, or contract or
otherwise, before any court or governmental authority; provided, however,
that the foregoing indemnity agreement shall not apply to any claims, damages,
losses, liabilities and expenses to the extent attributable to an Indemnified
Party’s gross negligence or willful misconduct. 
The indemnity agreement contained in this Section shall survive the
termination of this Note, payment of any advance hereunder and the assignment
of any rights hereunder.  The Borrower
may participate at its expense in the defense of any such action or claim.


 


13.          Miscellaneous.  All notices, demands, requests, consents,
approvals and other communications required or permitted hereunder (“Notices”) must be in writing (except as
may be agreed otherwise above with respect to borrowing requests) and will be
effective upon receipt if a Regular Business Day.  Notices may be given in any manner to which
the parties may separately agree, including electronic mail.  Without limiting the foregoing, first-class
mail, confirmed facsimile transmission and commercial courier service are
hereby agreed to as acceptable methods for giving Notices.  Regardless of the manner in which provided,
Notices may be sent to a party’s address as set forth above or to such other
address as any party may give to the other for such purpose in accordance with
this paragraph.  No delay or omission on
the Bank’s part to exercise any right or power arising hereunder will impair
any such right or power or be considered a waiver of any such right or power,
nor will the Bank’s action or inaction impair any such right or power.  The Bank’s rights and remedies hereunder are
cumulative and not exclusive of any other rights or remedies which the Bank may
have under other agreements, at law or in equity.  No modification, amendment or waiver of, or
consent to any departure by the Borrower from, any provision of this Note will be
effective unless made in a writing signed by the Bank, and then such waiver or
consent shall be effective only in the specific instance and for the purpose
for which given.  The Borrower agrees to
pay on demand, to the extent permitted by law, all reasonable out-of-pocket
costs and expenses incurred by the Bank in the enforcement of its rights in
this Note and in any security therefor, including without limitation fees and
expenses of the Bank’s counsel.  If any
provision of this Note is found to be invalid, illegal or unenforceable in any
respect by a court, all the other provisions of this Note will remain in full
force and effect.  The Borrower and all
other makers and indorsers of this Note hereby forever waive presentment,
protest, notice of dishonor and notice of non-payment.  The Borrower also waives all defenses based
on suretyship or impairment of collateral. 
If this Note is executed by more than one Borrower, the obligations of
such persons or entities hereunder will be joint and several.  This Note shall bind the Borrower and its
heirs, executors, administrators, successors and assigns, and the benefits
hereof shall inure to the benefit of the Bank and its successors and assigns; provided,
however, that the Borrower may not assign this Note in whole or in part
without the Bank’s written consent and the Bank at any time may assign this
Note in whole or in part to any assignee permitted under the Loan Agreement.


 


This Note has been delivered
to and accepted by the Bank and will be deemed to be made in the
Commonwealth.  THIS NOTE
WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE BORROWER
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE 


 


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COMMONWEALTH, EXCLUDING
ITS CONFLICT OF LAWS RULES.  The Borrower hereby irrevocably consents to
the non-exclusive jurisdiction of any state or federal court in the
Commonwealth; provided that nothing contained in this Note will prevent the
Bank from bringing any action, enforcing any award or judgment or exercising
any rights against the Borrower individually, against any security or against
any property of the Borrower within any other county, state or other foreign or
domestic jurisdiction.  The Borrower acknowledges
and agrees that the venue provided above is the most convenient forum for both
the Bank and the Borrower.  The Borrower
waives any objection to venue and any objection based on a more convenient
forum in any action instituted under this Note.


 


14.          WAIVER OF JURY TRIAL.  THE
BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO A
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS
NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR ANY TRANSACTION
CONTEMPLATED IN ANY OF SUCH DOCUMENTS. 
THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND
VOLUNTARY.


 


The Borrower acknowledges
that it has read and understood all the provisions of this Note, including the
confession of judgment and the waiver of jury trial, and has been advised by
counsel as necessary or appropriate.


 


[Signature to appear on
the following page]


 


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WITNESS the due
execution of this Committed Line of Credit Note as a document under seal, as of
the date first written above, with the intent to be legally bound hereby.


 


 


	
   

  	
  NEW HORIZONS WORLDWIDE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


Disclosure for Confession of Judgment


 


	
  Undersigned:

  	
   

  	
  New Horizons
  Worldwide, Inc.

  
	
   

  	
   

  	
  1 West Elm Street,
  Suite 125

  
	
   

  	
   

  	
  Conshohocken, Pennsylvania
  19482

  



 


	
  Lender:

  	
   

  	
  PNC Bank, National
  Association

  
	
   

  	
   

  	
  1600 Market Street, 22nd
  Floor

  
	
   

  	
   

  	
  Philadelphia, Pennsylvania
  19103

  



 


The undersigned has
executed, and/or is executing, on or about the date hereof, a Committed Line of
Credit Note, in the principal amount of $6,000,000, under which the undersigned
is obligated to repay monies to Lender.


 


A.            The undersigned
acknowledges and agrees that the above-referenced notes contain provisions
under which Lender may enter judgment by confession against the undersigned.  Being fully aware of its rights to prior
notice and a hearing on the validity of any judgment or other claims that may
be asserted against it by Lender thereunder before judgment is entered, the
undersigned hereby freely, knowingly and intelligently waives these rights and
expressly agrees and consents to Lender’s entering judgment against it by
confession pursuant to the terms thereof.


 


B.            The undersigned also
acknowledges and agrees that the above-referenced notes contain provisions
under which Lender may, after entry of judgment and without either notice or a
hearing, foreclose upon, attach, levy, take possession of or otherwise seize
property of the undersigned in full or partial payment of the judgment.  Being fully aware of its rights after
judgment is entered (including the right to move to open or strike the
judgment), the undersigned hereby freely, knowingly and intelligently waives
its rights to notice and a hearing and expressly agrees and consents to Lender’s
taking such actions as may be permitted under applicable state and federal law
without prior notice to the undersigned.


 


C.            The
undersigned certifies that a representative of Lender specifically called the
confession of judgment provisions in the above documents to the attention of
the undersigned, and/or that the undersigned was represented by legal counsel
in connection with the above documents.


 


D.            The
undersigned hereby certifies:  that its
annual income exceeds $10,000; that all references to “the undersigned” above
refer to all persons and entities signing below; and that the undersigned
received a copy hereof at the time of signing.


 


	
  Dated:   October 1, 2008

  	
   

  	
  NEW HORIZONS WORLDWIDE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: