exv10w12



 





Exhibit 10.12




REVOLVING CREDIT NOTE




	 	 	 
	$10,000,000

	 	August 2, 2007






     FOR VALUE RECEIVED, the undersigned (the “Borrower”) absolutely and unconditionally promises
to pay to the order of TD Banknorth, N.A., (“Payee”) at the office of Sovereign Bank, as Agent at
75 State Street, Boston, Massachusetts 02109:



          (a) on the Maturity Date, the principal amount of TEN MILLION DOLLARS ($10,000,000.00) or, if
less, the aggregate unpaid principal amount of Revolving Credit Loans owing to the Payee pursuant
to the Credit Agreement of even date herewith, as amended or supplemented from time to time (the
“Credit Agreement”), by and among the Borrower and the Lenders; and




          (b) interest on the principal balance hereof from time to time outstanding from the date
hereof through and including the date on which such interest is computed pursuant to the Credit
Agreement, at the times and at the rates provided in the Credit Agreement.




     This Note evidences borrowings under, is subject to the terms and conditions of and has been
issued by the Borrower in accordance with the terms of the Credit Agreement and is one of the Notes
referred to therein. The Payee and any holder hereof is entitled to the benefits and subject to
the conditions of the Credit Agreement and may enforce the agreements of the Borrower contained
therein, and any holder hereof may exercise the respective remedies provided for thereby or
otherwise available in respect thereof, all in accordance with the respective terms thereof. This
Note is secured by the Security Documents described in the Credit Agreement.



     All capitalized terms used in this Note and not otherwise defined herein shall have the same
meanings herein as in the Credit Agreement.



     The Borrower has the right in certain circumstances and the obligation under certain other
circumstances to repay or prepay the whole or part of the principal of this Note on the terms and
conditions specified in the Agreement.



     If any Event of Default shall occur, the entire unpaid principal amount of this Note and all
of the unpaid interest accrued thereon may become or be declared due and payable in the manner and
with the effect provided in the Credit Agreement.



     The Borrower and every endorser and guarantor of this Note or the obligation represented
hereby waive presentment, demand, notice, protest and all other demands and notice in connection
with the delivery, acceptance, performance, default or enforcement of this Note,



 









 







assent to any extension or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release of any other party
or Person primarily or secondarily liable.



     This Note shall be deemed to take effect as a
sealed instrument under the laws of The Commonwealth of Massachusetts and for all purposes shall be
construed in accordance with such laws (without regard to conflicts of laws rules).



     IN WITNESS WHEREOF, the Borrower has caused this Note to be signed under seal by its duly
authorized officer as of the day and year first above written.



	 	 	 	 	 
	 	TIMEPAYMENT CORP.

 	 
	 	By:  	/s/ Richard F. Latour
 	 
	 	 	Name:  	Richard F. Latour 	 
	 	 	Title:  	President