EXHIBIT 10.10
REVOLVING NOTE
April 30, 2003
$______________
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 April 30, 2003 (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 principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Agreement.
This Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein. Upon the occurrence and continuation of one or
more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement. Revolving Loans
made by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may also
attach schedules to this Note and endorse thereon the date, amount and maturity
of its Revolving Loans and payments with respect thereto.
The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.
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THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
FIRST STATES INVESTORS BAI, LLC,
A Delaware limited liability company
By:
By: __________________________________
Name: ________________________________
Title:________________________________
Attachment A
List of Lenders and Amounts of Respective Revolving Notes
The Governor and Company of the Bank of Ireland $10,000,000
Bank of Montreal $18,750,000
UBS AG, Cayman Island Branch $18,750,000
Wachovia Bank, N.A. $18,750,000
Bank of America, N.A. $18,750,000
Caixa Geral de Depositos, S.A., New York Branch $15,000,000
