Exhibit 10.5


 


TERM NOTE


 


	
  $1,134,000

  	
   

  	
  June 8,
  2009

  



 


This Term 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,
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 ONE MILLION ONE HUNDRED THIRTY-FOUR THOUSAND AND 00/100
DOLLARS ($1,134,000) or, if different, from such amount, the unpaid principal
balance of Payee’s Commitment Percentage of the Term Loan 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 this Term 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.  Upon and after the occurrence of an Event of
Default, and during the continuation thereof, interest shall be payable at the
Default Rate.  In no event, however,
shall interest exceed the maximum interest rate permitted by law.


 


This Term Note is one of
the Term Notes as 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 Term 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 Term Note
shall immediately become due and payable, without notice, together with
reasonable attorneys’ fees if the collection hereof is collected by or through
an attorney at law.  If any other Event
of Default shall occur under the Loan Agreement or any of the Other Documents,
which is


 

















 


not cured within any
applicable grace period, then this Term 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.


 


Each
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]


 


2

















 


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


 


	
   

  	
  WM COFFMAN LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph A. Molino,
  Jr.

  
	
   

  	
  Name:

  	
  Joseph A. Molino, Jr.

  
	
   

  	
  Title:

  	
  Vice President

  



 


Term Note A


 

















 


	
  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]

  



 


Term Note A