EXHIBIT
10.49
AMENDED AND RESTATED REVOLVING
CREDIT NOTE
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$10,000,000.00
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Cincinnati,
Ohio
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November 10, 2004
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FOR VALUE RECEIVED, the undersigned
(collectively, the “Borrowers”), hereby promise,
jointly and severally, to pay to the order of Fifth Third Bank (the
“Bank”), at its office at Fifth Third Center, MD
109052, Cincinnati, Ohio 45263, on the Termination Date (as defined
in the Agreement referred to below), the lesser of the principal
sum of Ten Million Dollars ($10,000,000.00) and the aggregate
unpaid principal amount of the Revolving Credit Loan made by the
Bank to the Borrowers pursuant to Section 2.1 of the Credit
Agreement dated as of December 7, 1999, as subsequently amended,
among the Borrowers and the banks party thereto (as amended,
supplemented or otherwise modified form time to time (including
hereafter modified), the “Agreement”), in lawful money
of the United States of America in immediately available funds, and
to pay interest from the date of disbursement thereof on such
principal amount from time to time outstanding, in like funds, at
said office, at a rate or rates per annum and payable ion the dates
determined pursuant to the Agreement.
The holder of this Note is
authorized to endorse on a schedule attached hereto and made a part
hereof or on a continuation thereof which shall be attached hereto
and made a part hereof all borrowings evidenced by this Note, the
length of each interest period with respect thereto and all
payments and repayments of the principal hereof and interest hereon
and the respective dates thereof, or to otherwise record such
information in its internal records, and any such endorsement or
recordation shall constitute prima facie evidence of the
accuracy of the information so recorded; provided ,
however , that the failure of the holder hereof to make any
such endorsement or recordation or any error in such endorsement or
recordation shall not in any manner affect the obligations of the
Borrowers to make payment of principal and interest in accordance
with the terms of this Note and the Agreement.
This Amended and Restated Revolving
Credit Not
