Amended And Restated Promissory Note



 Exhibit 10.6 
  
 AMENDED AND RESTATED PROMISSORY NOTE 
  

			
	 $400,000,000.00
	  	New York, New York
	 	  	September 30, 2004

  
 FOR VALUE RECEIVED,
the undersigned, FIRST STATES INVESTORS DB I, LLC, a Delaware limited liability company (the “Maker”), promises to pay to the order of DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution, (together
with any subsequent holder of this Note, the “Holder”) at its office located at 60 Wall Street, 10th Floor, New York, New York 10005, or at such other address as the Holder may from time to time designate in writing, the principal
sum of up to Four Hundred Million Dollars ($400,000,000), together with interest thereon, and all other amounts payable under the Loan Documents, such principal, interest and other amounts to be payable as provided in the Loan Agreement. 

 
 This Note is the Note referred to in that certain Loan Agreement, dated as
of July 18, 2003 as amended by the First Amendment to Loan Agreement dated as of August 9, 2004 and further amended by the Second Amendment to Loan Agreement dated as of the date hereof, among the Maker, as borrower and the Holder, as initial lender
and agent, and LaSalle Bank National Association, a national banking association, as collateral agent (as further modified and supplemented and in effect from time to time, the “Loan Agreement”). Reference to the Loan Agreement is
hereby made for a statement of the rights of the Holder and the duties and obligations of the Maker, but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the
Maker to pay the principal, interest and other amounts, if any, payable with respect to this Note when due. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement. The outstanding
principal amount shall bear interest at the rates provided for in the Loan Agreement. 
  
 This Note is secured by the Pledge Agreements and certain other Loan Documents. This Note amends and restates in its entirety that certain note made by Maker payable to the order of Holder on July 18, 2003 in the
principal sum of up to Three Hundred Million Dollars (the “Existing Note”). Neither this Note nor anything contained herein shall be construed as a novation of the indebtedness under the Existing Note, which shall remain in
full force and effect, as hereby confirmed, modified, amended and restated in their entirety. 
  
 The principal sum evidenced by this Note, together with accrued interest and other sums or amounts due hereunder, shall become immediately due and payable at the option of the Holder upon the occurrence of any Event
of Default in accordance with the provisions of the Loan Agreement. 
  
 With respect to the amounts due pursuant to this Note, the Maker waives the following: (1) all rights of exemption of property from levy or sale under execution or other process for the collection of debts under the Constitution or laws of
the United States or any state thereof; (2) demand, presentment, protest, notice of dishonor, notice of nonpayment, suit against any party, diligence in collection of this Note, and all other requirements necessary to enforce this Note, except for
notices required by Governmental Authorities and notices required by the Loan Agreement; and (3) any further receipt by or acknowledgment of any Collateral now or hereafter deposited as security for the Loan. 







 In no event shall the amount of interest (and any other sums or amounts that are deemed to constitute
interest under applicable Legal Requirements) due or payable hereunder (including interest calculated at the Default Rate) exceed the maximum rate of interest designated by applicable Legal Requirements (the “Maximum Amount”), and
in the event such payment is inadvertently paid by the Maker or inadvertently received by the Holder, then such excess sum shall be credited as a payment of principal, and if in excess of such balance, shall be immediately returned to the Maker upon
such determination. It is the express intent hereof that the Maker not pay and the Holder not receive, directly or indirectly, interest in excess of the Maximum Amount. 
  
 The Holder shall not by any act, delay, omission or otherwise be deemed to have modified, amended, waived, extended,
discharged or terminated any of its rights or remedies, and no modification, amendment, waiver, extension, discharge or termination of any kind shall be valid unless in writing and signed by the Holder. All rights and remedies of the Holder under
the terms of this Note and applicable statutes or rules of law shall be cumulative, and may be exercised successively or concurrently. The Maker agrees that there are no defenses, equities or setoffs with respect to the obligations set forth herein,
and to the extent any such defenses, equities, or setoffs may exist, the same are hereby expressly released, forgiven, waived and forever discharged. 
  
 Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable Legal Requirements, but
if any provision of this Note shall be prohibited by or invalid under applicable Legal Requirements, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note. 
  
 The Holder may, at its
option, release any Collateral given to secure the indebtedness evidenced hereby, and no such release shall impair the obligations of the Maker to the Holder. 
  

This Note was negotiated in New York, and made by the Maker and accepted by the Holder in the State of New York, and the proceeds of this Note were
disbursed from New York, which State the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby, and in all respects (including, without limitation, matters of construction, validity and
performance), this Note and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed in such State and any applicable law of the United
States of America. 
  
 Any legal suit, action or proceeding
against the Holder by the Maker arising out of or relating to this Note may, at Holder’s sole discretion, be instituted in any federal or state court in New York, New York. Any legal suit, action or proceeding against the Maker by the Holder
arising out of or relating to this Note shall be instituted in any federal or state court in New York, New York or in the state where the Property is located. The Maker hereby (i) 
  

 2 








 irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have
to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum, and (ii) irrevocably submits to the jurisdiction of any
such court in any suit, action or proceeding. The Maker does hereby designate and appoint Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, as its authorized agent to accept and acknowledge on its behalf
service of any and all process which may be served in any such suit, action or proceeding in any federal or state court in New York, New York, and agrees that service of process upon said agent at said address (or at such other office in New York,
New York as may be designated by such agent in accordance with the terms hereof) with a copy to the Maker at 1725 The Fairway, Jenkintown, Pennsylvania 19046, and written notice of said service of the Maker mailed or delivered to the Maker in the
manner provided in the Loan Agreement shall be deemed in every respect effective service of process upon the Maker, in any such suit, action or proceeding in the State of New York. The Maker (i) shall give prompt notice to the Holder of any changed
address of its authorized agent hereunder, (ii) may at any time and from time to time designate a substitute authorized agent with an office in New York, New York (which office shall be designated as the address for service of process), and (iii)
shall promptly designate such a substitute if its authorized agent ceases to have an office in New York, New York or is dissolved without leaving a successor. 
  

The provisions of this Note shall be subject to the provisions of Section 8.24 of the Loan Agreement, which provisions are incorporated by
reference as if herein set forth in full. 
  
 THE MAKER, TO THE
FULLEST EXTENT THAT IT MAY LAWFULLY DO SO, WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING, WITHOUT LIMITATION, ANY TORT ACTION), BROUGHT BY ANY PARTY HERETO WITH RESPECT TO THIS NOTE OR THE OTHER LOAN DOCUMENTS. THE MAKER AGREES THAT
THE HOLDER MAY FILE A COPY OF THIS WAIVER WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED AGREEMENT OF THE MAKER IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY, AND THAT, TO THE FULLEST EXTENT THAT IT MAY LAWFULLY DO SO,
ANY DISPUTE OR CONTROVERSY WHATSOEVER BETWEEN THE MAKER AND THE HOLDER SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. 
  

 3 








 IN WITNESS WHEREOF, the Maker has caused this Note to be properly executed on the date first above
written, and has authorized this Note to be dated as of the day and year first above written. 
  

			
	MAKER:
	
	 FIRST STATES INVESTORS DB I, LLC, a
 Delaware
limited liability company

		
	 By:
	 	  


	 Name:
	 	 Sonya A. Huffman

	 Title:
	 	 Vice President