Exhibit
10.6


 


REVOLVING CREDIT NOTE


 


	
  $10,866,000

  	
   

  	
  June 8, 2009

  



 


This
Revolving Credit Note is executed and delivered under and pursuant to the terms
of that certain Revolving Credit, Term Loan and Security Agreement dated as of June 8,
2009 (as amended, restated, supplemented or modified from time to time, the “Loan
Agreement”) by and among the undersigned, as Borrower, the various
financial institutions named therein or which hereafter become a party thereto
(each individually a “Lender” and collectively, “Lenders”) and
PNC BANK, NATIONAL ASSOCIATION, as agent for Lenders (in such capacity, “Agent”).  Capitalized terms not otherwise defined
herein shall have the meanings provided in the Loan Agreement.


 


FOR
VALUE RECEIVED, the Borrower hereby promises to pay to the order of PNC BANK,
NATIONAL ASSOCIATION (“Payee”), at the office of Agent located at Two
Tower Center Boulevard, East Brunswick, New Jersey  08816, or at such other place as Agent may
from time to time designate to Borrower in writing:


 


(i)            the principal sum of TEN MILLION
EIGHT HUNDRED SIXTY-SIX THOUSAND DOLLARS ($10,866,000) or, if different from
such amount, the aggregate unpaid principal balance of Payee’s Commitment
Percentage of the Revolving Advances as may be due and owing under the Loan Agreement,
payable in accordance with the provisions of the Loan Agreement, subject to
acceleration upon the occurrence of an Event of Default under the Loan
Agreement or earlier termination of the Loan Agreement pursuant to the terms
thereof; and


 


(ii)           interest on the principal amount of
the Revolving Advances under this Revolving Credit Note from time to time
outstanding until such principal amount is paid in full at the applicable
Interest Rate in accordance with the provisions of the Loan Agreement.  In no event, however, shall interest exceed
the amount collectible at the maximum interest rate permitted by law.  Upon and after the occurrence of an Event of
Default, and during the continuation thereof, interest may be payable at the
Default Rate in accordance with the provisions of the Loan Agreement.


 


This
Revolving Credit Note is one of the Revolving Credit Notes referred to in the
Loan Agreement and is secured by the liens granted pursuant to the Loan
Agreement and the Other Documents, is entitled to the benefits of the Loan
Agreement and the Other Documents and is subject to all of the agreements,
terms and conditions therein contained.


 


This
Revolving Credit Note is subject to mandatory prepayment and may be voluntarily
prepaid, in whole or in part, on the terms and conditions set forth in the Loan
Agreement.


 


If
an Event of Default under Section 10.7 of the Loan Agreement shall occur,
then this Revolving Credit Note shall immediately become due and payable,
without notice, together with reasonable attorneys’ fees if the collection
hereof is placed in the hands of an attorney to obtain or enforce payment
hereof.  If any other Event of Default
shall occur under the Loan Agreement


 

















 


or
any of the Other Documents, and the same is not cured within any applicable
grace or cure period, then this Revolving Credit Note may, as provided in the
Loan Agreement, be declared to be immediately due and payable, without notice,
together with reasonable attorneys’ fees, if the collection hereof is placed in
the hands of an attorney to obtain or enforce payment hereof.


 


Borrower
expressly waives any presentment, demand, protest, notice of protest, or notice
of any kind except as expressly provided in the Loan Agreement.


 


[Signatures on Following Page]


 

















 


This
Revolving Credit Note shall be construed and enforced in accordance with the
laws of the State of North Carolina.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  WM
  COFFMAN LLC,

  
	
   

  	
  a
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph A. Molino,
  Jr.

  
	
   

  	
  Name:

  	
  Joseph A. Molino, Jr.

  
	
   

  	
  Title:

  	
  Vice President

  



 


Revolving Credit Note


 

















 


	
  STATE
  OF New York

  	
  )

  
	
   

  	
  )
  ss.

  
	
  COUNTY
  OF Suffolk

  	
  )

  



 


On
this 4th day of June, 2009, before me personally came Joseph A. Molino, Jr., to me known,
who, being by me duly sworn, did depose and say that he is the Vice President
of WM COFFMAN LLC, the limited liability company described in and which
executed the foregoing instrument; that he knows the seal of said limited
liability company; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the members of said limited liability
company, and that he signed his name thereto by like order.


 


	
   

  	
  /s/
  Robert C. Weiden

  
	
   

  	
  NOTARY
  PUBLIC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  My
  Commission Expires:

  
	
   

  	
   

  
	
   

  	
  12/22/10

  
	
   

  	
  [NOTARIAL
  SEAL]

  



 


Revolving Credit Note