This note supercedes and replaces the note dated March 16, 2000 executed by the Borrower in favor of the
Bank in the amount of $10,000,000.00
October 11, 2000 New York, New York
1. OBLIGATION AND REPAYMENT: For value received, Borrower absolutely and unconditionally promises
to pay to the order of the Bank, at the Office, without defense, setoff or counterclaim, the principal amount of
Fifteen Million and 00/100 United States Dollars, together with interest and any other sum(s) due as specified
below. The principal amount of this Note shall be due and payable as follows (complete one of the following as
(A) [ ] ON DEMAND.
(B) On ______________, 19____.
(C) In consecutive installments, of which each but the last shall be $_____________ and the last of which shall
be equal to the then unpaid principal balance of this Note. The first such installment shall be due on
______________, 19__. Each subsequent installment shall be due on the corresponding day of each month/
quarter/ other __________ thereafter (or if there is no such corresponding day, on the last day of such period).
The remaining principal balance shall be due on ______________, 19__.
(D) [X] In accordance with the attached Rider, but in any eveny no later than November 30, 2001.
2. INTEREST: Subject to paragraph A(2) of the Terms and Conditions, interest shall accrue on the principal
amount of this Note outstanding from time to time at the following rate (the "Loan Rate") (complete one of the
following as applicable):
(A) A fixed rate equal to ______% per year.
(B) A Variable Prime-Based Rate equal to the Prime Rate plus ______% per year.
(C) [X] In accordance with the attached Rider.
Interest shall be payable monthly/ quarterly/ (other) _____________ and at any Payment Date and at any time
that any part of the principal or any installment of this Note is paid.
3. RIDERS: IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS NOTE AND ANY RIDER(S)