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Exhibit 10.23
Amended and Restated Revolving Credit Note
$14,000,000.00
Boston, Massachusetts
December 11, 2003
FOR VALUE
RECEIVED, the undersigned (the "Borrower") by this amended and
restated promissory note (this "Note")
absolutely and unconditionally promises
to pay to FLEET NATIONAL BANK (as
successor-in-interest to BankBoston, N.A.)
(the "Lender"), or order, the principal
amount of Fourteen Million Dollars
($14,000,000.00) or, if less, the aggregate
unpaid principal amount of all
Revolving Loans (as defined in the
Agreement referred to below) made by the
Lender to the Borrower pursuant to the
Agreement and noted on the records of the
Lender, such payment to be made as
hereinafter provided, together with interest
(computed on the basis of the actual number
of days elapsed over a 360-day year)
on the unpaid principal amount hereof until
paid in full. Capitalized terms not
otherwise defined herein shall have the
meanings ascribed thereto in the
Agreement.
The entire
unpaid principal (not at the time overdue) of this Note shall
bear interest at the rate or rates from
time to time in effect under the
Agreement, as defined below. Accrued
interest on the unpaid principal under this
Note shall be payable on the dates
specified in the Agreement.
On December 11,
2006, the date of the final maturity of this Note, there
shall become absolutely due and payable by
the Borrower hereunder, and the
Borrower hereby promises to pay to the
holder hereof, 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.
All payments
under this Note shall be made at the head office of the Lender
at 100 Federal Street, Boston,
Massachusetts 02110 (or at such other place as
the Lender may designate from time to time
in writing) in lawful money of the
United States of America in federal or
other immediately available 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 c
