<Page>
Exhibit 10.8
EXHIBIT A-1
AMENDED AND RESTATED REVOLVING CREDIT NOTE
$___________
Date: January 16,
2004
FOR VALUE
RECEIVED, the undersigned (hereinafter, together with their
successors in title and assigns,
collectively, called the "Borrowers"), by this
promissory note (hereinafter, together with
the Schedule annexed hereto, called
"this Note"), absolutely and
unconditionally and jointly and severally promise
to pay to the order of ____________
(hereinafter, together with its successors
in title and assigns, called the "Bank"),
the principal sum of _____________
___________________________, or so much
thereof as shall have been advanced by
the Bank to the Borrowers by way of
revolving credit loans under the Loan
Agreement (as hereinafter defined) and
shall remain outstanding, such payment to
be made as hereinafter provided, and to pay
interest on the principal sum
outstanding hereunder from time to time
from the date hereof until the said
principal sum or the unpaid portion thereof
shall have become due and payable as
hereinafter provided.
Capitalized
terms used herein without definition shall have the meaning set
forth in the Loan Agreement.
The unpaid
principal (not at the time overdue) under this Note shall bear
interest at the rate or rates from time to
time in effect under the Loan
Agreement. Accrued interest on the unpaid
principal under this Note shall be
payable on the dates specified in the Loan
Agreement.
On December 31,
2006, the date of the final maturity of this Note, there
shall become absolutely due and payable by
the Borrowers hereunder, and the
Borrowers hereby jointly and severally
promise to pay to the Bank, the balance
(if any) of the principal hereof then
remaining unpaid, all of the unpaid
interest accrued hereon and all (if any)
other amounts payable on or in respect
of this Note or the indebtedness evidenced
hereby.
Each overdue
amount (whether of principal, interest or otherwise) payable
on or in respect of this Note or the
indebtedness evidenced hereby shall (to the
extent permitted by applicable law) bear
interest at the rates and on the terms
provided by the Loan Agreement. The unpaid
interest accrued on each overdue
amount in accordance with the foregoing
terms of this paragraph shall become and
be absolutely and jointly and severally due
and payable by the Borrowers to the
Bank on demand by the Administrative Agent.
Interest on each overdue amount will
continue to accrue as provided by the
foregoing terms of this paragraph, and
will (to the extent permitted by applicable
law) be compounded daily until the
obligations of the Borrowers in respect of
the payment of such overdue amount
shall be discharged (whether before or
after judgment).
Each payment of
principal, interest or other sum payable on or in respect
of this Note or the indebtedness evidenced
hereby shall be made by the Borrowers
directly to the Administrative Agent in
dollars, for the account of the Bank, at
the address of the Administrative Agent set
forth in the Loan Agreement, on the
due date of such payment, and in
immediately available and
- 1 -
<Page>
freely transferable funds. All payments on
or in respect of this Note or the
indebtedness evidenced hereby shall be made
without set-off or counterclaim and
free and clear of and without any
deductions, withholdings, restrictions or
conditions of any nature.
This Note is
made and delivered by the Borrowers to the Bank pursuant to
the Revolving Credit and Term Loan
Agreement, dated as of June 24, 2003, among
(i) the Borrowers, (ii) the Banks and (iii)
the Administrative Agent
(hereinafter, as originally executed, and
as now or hereafter varied or
supplemented or amended and restated,
called the "Loan Agreement"), to which
reference is hereby made for a statement of
the terms and conditions (to the
extent not set forth herein) under which
the Loans evidenced by this Note were
made and are to be repaid. This Note
evidences the joint and several obligation
of the Borrowers (a) to repay the principal
amount of the Bank's Commitment
Percentage of the Revolving Credit Loans
made by the Banks to the Borrowers
pursuant to the Loan Agreement; (b) to pay
interest, as herein and therein
provided, on the principal amount hereo
