REVOLVING
NOTE
$3,000,000.00
Manchester, New
Hampshire
June 30, 2004
FOR VALUE RECEIVED, the undersigned (the "Borrower") HEREBY
PROMISES TO PAY to the order of CITIZENS BANK NEW HAMPSHIRE
("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 THREE MILLION AND
00/100 DOLLARS ($3,000,000.00) or, if less, the aggregate unpaid
amount of all Revolving Credit Advances made to the Borrower under
the Credit Agreement (as hereinafter defined) by Lender. All
capitalized terms used but not otherwise defined herein have the
meanings given to them in the Credit Agreement or in Annex A
thereto.
This Revolving Note is one of the Revolving Notes issued
pursuant to that certain Second Amended and Restated Credit
Agreement dated as of June 30, 2004 by and among the Borrower,
Agent, 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 referred to therein.
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
Revolving Credit Advance made by Lender to the Borrower, the rates
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 failure of Agent to make any such
recordation shall not affect the obligations of Bor
