SWING LINE
NOTE
$1,000,000.00
Manchester, New
Hampshire
June 30, 2004
FOR VALUE RECEIVED, the undersigned (the "Borrower"), HEREBY
PROMISES TO PAY to the order of to the order of FLEET NATIONAL
BANK, ("Swing Line Lender"), at the offices of FLEET NATIONAL BANK,
a national banking association organized under the laws of the
United States of America, as Agent for Lenders ("Agent"), with an
address of Mail Stop MA5-100-09-08, 100 Federal Street, Boston,
Massachusetts 02110, or at such other place as Agent may designate
from time to time in writing, in lawful money of the United States
of America and in immediately available funds, the amount of ONE
MILLION DOLLARS AND NO CENTS ($1,000,000.00) or, if less, the
aggregate unpaid amount of all Swing Line Advances made to the
undersigned under the "Credit Agreement" (as hereinafter defined).
All capitalized terms used but not otherwise defined herein have
the meanings given to them in the Credit Agreement (as hereinafter
defined) or in Annex A thereto.
This Swing Line Note is issued pursuant to that certain Second
Amended and Restated Credit Agreement dated as of June 30, 2004, by
and among Borrower, Agent, Swing Line Lender and the other Persons
signatory thereto from time to time as Lenders (including all
annexes, exhibits and schedules thereto and as from time to time
amended, restated, supplemented or otherwise modified, the "
Credit Agreement "), and is entitled to the benefit and
security of the Credit Agreement, the Security Agreement and all of
the other Loan Documents. Reference is hereby made to the Credit
Agreement for a statement of all of the terms and conditions under
which the Loans evidenced hereby are made and are to be repaid. The
date and amount of each Swing Line Advance made by Swing Line
Lender to Borrower, the rate of interest applicable thereto and
each payment made on account of the principal thereof, shall be
recorded by Agent on its books; provided that the fai
