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EXHIBIT 10.2
FORM OF REVOLVING NOTE
______________, 20___
FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby
promises
to pay to _________ or registered assigns
(the "Lender"), in accordance with the
provisions of the Agreement (as hereinafter
defined), the principal amount of
each Revolving Loan from time to time made
by the Lender to the Borrower under
that certain Credit Agreement, dated as of
March __, 2004 (as amended, restated,
extended, supplemented or otherwise
modified in writing from time to time, the
"Agreement;" the terms defined therein
being used herein as therein defined),
among the Borrower, the Guarantors from
time to time party thereto, the Lenders
from time to time party thereto, and Bank
of America, N.A., as Administrative
Agent and L/C Issuer.
The Borrower promises to pay interest on the unpaid principal
amount of
each Revolving Loan from the date of such
Revolving Loan until such principal
amount is paid in full, at such interest
rates and at such times as provided in
the Agreement. All payments of prin