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$22,500,000.00
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July 9,
2008
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FOR VALUE
RECEIVED, the undersigned (the “ Borrower ”),
absolutely and unconditionally promises to pay to the order of
Sovereign. (“ Payee ”) at the office of
Sovereign Bank, as Agent, at 75 State Street, Boston, Massachusetts
02109:
(a) on
the Maturity Date, the principal amount of TWENTY TWO MILLION FIVE
HUNDRED THOUSAND DOLLARS ($22,500,000.00) or, if less, the
aggregate unpaid principal amount of Revolving Credit Loans owing
to the Payee pursuant to the Amended and Restated Credit Agreement
of even date herewith, (as amended, restated or supplemented from
time to time, (the “ Credit Agreement ”), by and
among the Borrower and the Lenders; and
(b) interest
on the principal balance hereof from time to time outstanding from
the date hereof through and including the date on which such
interest is computed pursuant to the Credit Agreement, at the times
and at the rates provided in the Credit Agreement.
This Note
evidences borrowings under, is subject to the terms and conditions
of and has been issued by the
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