Common use of Facility B Clause in Contracts

Facility B. Until the Revolving Credit Termination Date, the Borrowers may request the Lenders to make loans (each, a "Facility B Loan" and, collectively, the "Facility B Loans") to the Borrowers from time to time in a principal amount requested by either Borrower. In making such a request a Borrower shall submit to the Lenders an explanation of the use of such Loan and if all Lenders, in their reasonable discretion (based on each such Lender's then existing policies and guidelines concerning the types of activities and transactions it is then willing to finance and such other criteria as such Lender deems relevant), agree to provide the requested financing for such use, the Lenders shall make the requested Loan and the amount thereof shall be a use of the Facility B Commitments. In no event shall the Lenders be obligated to make any such requested Loan for a use that any Lender does not approve in its reasonable discretion. The maximum amount of the Facility B Commitment which each Lender agrees to consider extending to the Borrowers shall be as set forth opposite such Lender's signature hereto under the heading "Facility B Commitment" or as otherwise provided in Section 10.13 hereof, as such amount may be reduced pursuant hereto. The Facility B Commitment may be utilized by the Borrowers in the form of Facility B Loans, all as more fully hereinafter set forth, provided that the aggregate principal amount of Facility B Loans outstanding at any one time shall not exceed the Facility B Commitments and the sum of the aggregate principal amount of Facility A Loans and Letters of Credit outstanding under Facility A plus the aggregate principal amount of Facility B Loans outstanding at any one time shall not exceed the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility B Commitments in excess of its Facility B Commitment. Each Borrowing of Facility B Loans shall be made ratably by the Lenders in accordance with their Facility B Commitments. Notwithstanding the foregoing, each Lender agrees on the date hereof to advance its pro rata share of the Facility B Loans listed on Schedule VIII hereto (the "Initial Facility B Loans"). Until the Revolving Credit Termination Date, on the last day of an Interest Period for any Borrowing of Initial Facility B Loans or any other Facility B Loans, each Lender agrees, on the terms and conditions set forth in this Agreement (and subject to any mandatory prepayment of a Facility B Loan pursuant to Section 2.16(c) or any other provision of this Agreement), to make a new Facility B Loan in an amount up to but not greater than the principal amount of its outstanding Facility B Loan maturing on such date; provided that (i) on each June 15 the Borrowers shall repay one-fourth (1/4th) of the original principal amount of each Facility B Loan outstanding on the immediately preceding March 31 (other than the Initial Facility B Loans) with the aggregate principal amount of all Facility B Loans not sooner paid due and payable on the Revolving Credit Termination Date and (ii) the Borrowers shall repay the Initial Facility B Loans in accordance with the amortization schedule set forth on Schedule VIII. In order to so repay the Facility B Loans in accordance with clauses (i) and (ii) of the preceding sentence, the Borrowers shall select Eurodollar Interest Periods that end on or before the dates for such payments or have outstanding Domestic Rate Loans in an amount sufficient so that all such required payments may be made on or before the required payment dates through repayments of Domestic Rate Loans or repayments of Eurodollar Loans on the last day of their Interest Periods, without refunding such Eurodollar Loans with new Facility B Loans, and not through repayments of Eurodollar Loans before the last day of their then applicable Interest Periods.

Facility B. Until the Revolving Credit Termination Date, the Borrowers may request the Lenders to make loans (each, a "EXHIBIT I - CREDIT AGREEMENT AMENDMENT new maximum Facility B Loan" andamount of Two Million Nine Hundred Fifty Thousand Dollars ($2,950,000.00) for the period up to and including May 30, collectively2002, further reducing on May 31, 2002 to the "new maximum Facility B Loans"amount of Two Million Eight Hundred Thousand Dollars ($2,800,000.00) for the period up to and including August 30, 2002, further reducing on August 31, 2002 to the Borrowers new maximum Facility B amount of Two Million Six Hundred Fifty Thousand Dollars ($2,650,000.00) for the period up to and including November 29, 2002, further reducing on November 30, 2002 to the new maximum Facility B amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) for the period up to and including February 27, 2003, further reducing on February 28, 2003 to the new maximum Facility B amount of Two Million Three Hundred Fifty Thousand Dollars ($2,350,000.00) for the period up to and including May 30, 2003, further reducing on May 31, 2003 to the new maximum Facility B amount of Two Million Two Hundred Thousand Dollars ($2,200,000.00), with the balance of such Facility B Loans due and payable in full on July 31, 2003. This commitment of Bank as so reduced from time to time in a principal amount requested by either Borrower. In making such a request a Borrower shall submit is herein sometimes referred to as the Lenders an explanation of the use of such Loan and if all Lenders, in their reasonable discretion (based on each such Lender"Bank's then existing policies and guidelines concerning the types of activities and transactions it is then willing to finance and such other criteria as such Lender deems relevant), agree to provide the requested financing for such use, the Lenders shall make the requested Loan and the amount thereof shall be a use of the Facility B Commitments. In no event shall the Lenders be obligated to make any such requested Loan for a use that any Lender does not approve in its reasonable discretion. The maximum amount of the Facility B Commitment which each Lender agrees to consider extending to the Borrowers shall be as set forth opposite such Lender's signature hereto under the heading "Facility B Commitment." or as otherwise provided in Section 10.13 hereof, as such amount may be reduced pursuant hereto. The Facility B Commitment may be utilized by the Borrowers in the form of Facility B Loans, all as more fully hereinafter set forth, provided that the aggregate principal amount of Facility B Loans outstanding at any one time shall not exceed the Facility B Commitments and the sum of the aggregate principal amount of Facility A Loans and Letters of Credit outstanding under Facility A plus the aggregate principal amount of Facility B Loans outstanding at any one time shall not exceed the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated Subject to extend credit under the Facility B Commitments in excess of its Facility B Commitment. Each Borrowing of Facility B Loans shall be made ratably by the Lenders in accordance with their Facility B Commitments. Notwithstanding the foregoing, each Lender agrees on the date hereof to advance its pro rata share of the Facility B Loans listed on Schedule VIII hereto (the "Initial Facility B Loans"). Until the Revolving Credit Termination Date, on the last day of an Interest Period for any Borrowing of Initial Facility B Loans or any other Facility B Loans, each Lender agrees, on the terms and conditions set forth in this Agreement (hereof, Borrowers may jointly and subject to any mandatory prepayment of a Facility B Loan pursuant to Section 2.16(c) or any other provision of this Agreement)severally borrow, to make a new Facility B Loan in an amount up to but not greater than the principal amount of its outstanding Facility B Loan maturing on repay and reborrow such date; provided sums from Bank, provided, however, that (i) on each June 15 the Borrowers shall repay one-fourth (1/4th) of the original principal amount of each Facility B Loan outstanding on the immediately preceding March 31 (other than the Initial Facility B Loans) with the aggregate principal amount of all Facility B Loans outstanding under Bank's Facility B Commitment at any one time shall not sooner exceed Bank's Facility B Commitment then available hereunder. Bank and Borrowers agree that all Loans (but not including Letters of Credit which in all cases shall be issued under Facility A) outstanding under this Agreement shall first be made under Facility C up to the Bank's Facility C Commitment, and then shall be made under Facility B up to the Bank's Facility B Commitment, and lastly shall be made under Facility A, and all principal payments shall be applied, first to the outstanding principal under Facility A until paid due in full, then to the outstanding principal under Facility B, and payable on then to the Revolving Credit Termination Date and (ii) the Borrowers shall repay the Initial outstanding principal under Facility C. The Facility B Loans may be either (a) a Prime Loan, (b) a LIBOR Loan or (c) any combination thereof, as determined by the Borrowers and notified to the Bank in accordance with Section 3.2 herein, provided, however, that the amortization schedule set forth on Schedule VIIIamount of any Loan under this Section 3.1(b) which is a LIBOR Loan shall be for an aggregate principal amount of at least $500,000.00 or any larger multiple of $100,000.00. 13. In order to so repay the Facility B Loans in accordance with clauses (i) and (iiSection 3.1(c) of the preceding sentence, Loan Agreement shall be deleted in its entirety and in its place shall be substituted the Borrowers shall select Eurodollar Interest Periods that end on or before the dates for such payments or have outstanding Domestic Rate Loans in an amount sufficient so that all such required payments may be made on or before the required payment dates through repayments of Domestic Rate Loans or repayments of Eurodollar Loans on the last day of their Interest Periods, without refunding such Eurodollar Loans with new Facility B Loans, and not through repayments of Eurodollar Loans before the last day of their then applicable Interest Periods.following:

Facility B. Until Subject to the Revolving Credit Termination Dateterms and conditions hereof, during the Borrowers may request the Lenders Term of this Agreement, Bank hereby agrees to make such loans (eachindividually, a "Facility B Loan" and, and collectively, the "Facility B Loans") to Borrowers, jointly and severally, as any of the Borrowers may from time to time in a principal amount requested by either Borrower. In making such a request a Borrower shall submit pursuant to the Lenders an explanation of the use of such Loan and if all Lenders, in their reasonable discretion (based on each such Lender's then existing policies and guidelines concerning the types of activities and transactions it is then willing to finance and such other criteria as such Lender deems relevant), agree to provide the requested financing for such use, the Lenders shall make the requested Loan and the amount thereof shall be a use of the Facility B Commitments. In no event shall the Lenders be obligated to make any such requested Loan for a use that any Lender does not approve in its reasonable discretionSection 3.2. The maximum amount of the Facility B Commitment which each Lender agrees to consider extending to the Borrowers shall be as set forth opposite such Lender's signature hereto under the heading "Facility B Commitment" or as otherwise provided in Section 10.13 hereof, as such amount may be reduced pursuant hereto. The Facility B Commitment may be utilized by the Borrowers in the form of Facility B Loans, all as more fully hereinafter set forth, provided that the aggregate principal amount of Facility B Loans which Bank, cumulatively, shall be required to have outstanding hereunder at any one time shall not exceed Four Million Seven Hundred Thousand Dollars ($4,700,000.00) from the Facility B Commitments date hereof until November 29, 1998, which amount shall thereafter be reduced by One Hundred Fifty Thousand Dollars ($150,000.00) on each February 28, May 31, August 31 and November 30, with the sum first such reduction on November 30, 1998. This commitment of Bank is herein sometimes referred to as the aggregate principal amount of Facility A Loans and Letters of Credit outstanding under Facility A plus the aggregate principal amount of Facility B Loans outstanding at any one time shall not exceed the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility B Commitments in excess of its "Bank's Facility B Commitment. Each Borrowing of Facility B Loans shall be made ratably by the Lenders in accordance with their Facility B Commitments. Notwithstanding the foregoing, each Lender agrees on the date hereof ." Subject to advance its pro rata share of the Facility B Loans listed on Schedule VIII hereto (the "Initial Facility B Loans"). Until the Revolving Credit Termination Date, on the last day of an Interest Period for any Borrowing of Initial Facility B Loans or any other Facility B Loans, each Lender agrees, on the terms and conditions set forth in this Agreement (hereof, Borrowers may jointly and subject to any mandatory prepayment of a Facility B Loan pursuant to Section 2.16(c) or any other provision of this Agreement)severally borrow, to make a new Facility B Loan in an amount up to but not greater than the principal amount of its outstanding Facility B Loan maturing on repay and reborrow such date; provided sums from Bank, provided, however, that (i) on each June 15 the Borrowers shall repay one-fourth (1/4th) of the original principal amount of each Facility B Loan outstanding on the immediately preceding March 31 (other than the Initial Facility B Loans) with the aggregate principal amount of all Facility B Loans not sooner paid due and payable on the Revolving Credit Termination Date and (ii) the Borrowers shall repay the Initial outstanding under Bank's Facility B Loans in accordance with the amortization schedule set forth on Schedule VIII. In order to so repay the Commitment at any one time shall not exceed Bank's Facility B Loans in accordance with clauses (i) Commitment then available hereunder. Bank and (ii) of the preceding sentence, the Borrowers shall select Eurodollar Interest Periods that end on or before the dates for such payments or have outstanding Domestic Rate Loans in an amount sufficient so agree that all such required payments may Loans (but not including Letters of Credit which in all cases shall be issued under Facility A) outstanding under this Agreement shall first be made on or before the required payment dates through repayments of Domestic Rate Loans or repayments of Eurodollar Loans on the last day of their Interest Periods, without refunding such Eurodollar Loans with new under Facility B Loansup to the Bank's Facility B Commitment, and not through repayments of Eurodollar Loans before then shall be made under Facility A, and all principal payments shall be applied, first to the last day of their outstanding principal under Facility A until paid in full, and then applicable Interest Periods.to the outstanding principal under Facility B.

Facility B. Until Subject to the Revolving Credit Termination Dateterms and conditions hereof, during the Borrowers may request the Lenders Term of this Agreement, Bank hereby agrees to make such loans (eachindividually, a "Facility B Loan" and, and collectively, the "Facility B Loans") to Borrowers, jointly and severally, as either of the Borrowers may from time to time in a principal amount requested by either Borrower. In making such a request a Borrower shall submit pursuant to the Lenders an explanation of the use of such Loan and if all Lenders, in their reasonable discretion (based on each such Lender's then existing policies and guidelines concerning the types of activities and transactions it is then willing to finance and such other criteria as such Lender deems relevant), agree to provide the requested financing for such use, the Lenders shall make the requested Loan and the amount thereof shall be a use of the Facility B Commitments. In no event shall the Lenders be obligated to make any such requested Loan for a use that any Lender does not approve in its reasonable discretionSection 3.2. The maximum amount of the Facility B Commitment which each Lender agrees to consider extending to the Borrowers shall be as set forth opposite such Lender's signature hereto under the heading "Facility B Commitment" or as otherwise provided in Section 10.13 hereof, as such amount may be reduced pursuant hereto. The Facility B Commitment may be utilized by the Borrowers in the form of Facility B Loans, all as more fully hereinafter set forth, provided that the aggregate principal amount of Facility B Loans which Bank, cumulatively, shall be required to have outstanding hereunder at any one time shall not exceed Three Million Three Hundred Fifty Thousand Dollars ($3,350,000.00) from the Facility B Commitments date hereof until August 31, 1997, which amount shall thereafter be reduced by One Hundred Twenty-Five Thousand Dollars ($125,000.00) on each February 28, May 31, August 31 and November 30, with the sum first such reduction on August 31, 1997. This commitment of Bank is herein sometimes referred to as the aggregate principal amount of Facility A Loans and Letters of Credit outstanding under Facility A plus the aggregate principal amount of Facility B Loans outstanding at any one time shall not exceed the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility B Commitments in excess of its "Bank's Facility B Commitment. Each Borrowing of Facility B Loans shall be made ratably by the Lenders in accordance with their Facility B Commitments. Notwithstanding the foregoing, each Lender agrees on the date hereof ." Subject to advance its pro rata share of the Facility B Loans listed on Schedule VIII hereto (the "Initial Facility B Loans"). Until the Revolving Credit Termination Date, on the last day of an Interest Period for any Borrowing of Initial Facility B Loans or any other Facility B Loans, each Lender agrees, on the terms and conditions set forth in this Agreement (hereof, Borrowers may jointly and subject to any mandatory prepayment of a Facility B Loan pursuant to Section 2.16(c) or any other provision of this Agreement)severally borrow, to make a new Facility B Loan in an amount up to but not greater than the principal amount of its outstanding Facility B Loan maturing on repay and reborrow such date; provided sums from Bank, provided, however, that (i) on each June 15 the Borrowers shall repay one-fourth (1/4th) of the original principal amount of each Facility B Loan outstanding on the immediately preceding March 31 (other than the Initial Facility B Loans) with the aggregate principal amount of all Facility B Loans not sooner paid due and payable on the Revolving Credit Termination Date and (ii) the Borrowers shall repay the Initial outstanding under Bank's Facility B Loans in accordance with the amortization schedule set forth on Schedule VIII. In order to so repay the Commitment at any one time shall not exceed Bank's Facility B Loans in accordance with clauses (i) Commitment then available hereunder. Bank and (ii) of the preceding sentence, the Borrowers shall select Eurodollar Interest Periods that end on or before the dates for such payments or have outstanding Domestic Rate Loans in an amount sufficient so agree that all such required payments may Loans outstanding under this Agreement shall first be made on or before the required payment dates through repayments of Domestic Rate Loans or repayments of Eurodollar Loans on the last day of their Interest Periods, without refunding such Eurodollar Loans with new under Facility B Loansup to the Bank's Facility B Commitment, and not through repayments of Eurodollar Loans before then shall be made under Facility A, and all principal payments shall be applied, first to the last day of their outstanding principal under Facility A until paid in full, and then applicable Interest Periods.to the outstanding principal under Facility B.

Facility B. Until Subject to the Revolving Credit Termination Dateterms and conditions hereof, during the Borrowers may request the Lenders Term of this Agreement, Bank hereby agrees to make such loans (eachindividually, a "Facility B Loan" and, and collectively, the "Facility B Loans") to Borrowers, jointly and severally, as any of the Borrowers may from time to time in a principal amount requested by either Borrower. In making such a request a Borrower shall submit pursuant to the Lenders an explanation of the use of such Loan and if all Lenders, in their reasonable discretion (based on each such Lender's then existing policies and guidelines concerning the types of activities and transactions it is then willing to finance and such other criteria as such Lender deems relevant), agree to provide the requested financing for such use, the Lenders shall make the requested Loan and the amount thereof shall be a use of the Facility B Commitments. In no event shall the Lenders be obligated to make any such requested Loan for a use that any Lender does not approve in its reasonable discretionSection 3.2. The maximum amount of the Facility B Commitment which each Lender agrees to consider extending to the Borrowers shall be as set forth opposite such Lender's signature hereto under the heading "Facility B Commitment" or as otherwise provided in Section 10.13 hereof, as such amount may be reduced pursuant hereto. The Facility B Commitment may be utilized by the Borrowers in the form of Facility B Loans, all as more fully hereinafter set forth, provided that the aggregate principal amount of Facility B Loans which Bank, cumulatively, shall be required to have outstanding hereunder at any one time shall not exceed Three Million Dollars ($3,000,000.00) from the Facility B Commitments date hereof until November 29, 1999, which amount shall thereafter be reduced by One Hundred Fifty Thousand Dollars ($150,000.00) on each February 28, May 31, August 31 and November 30, commencing with the sum first such reduction on November 30, 1999. This commitment of Bank is herein sometimes referred to as the aggregate principal amount of Facility A Loans and Letters of Credit outstanding under Facility A plus the aggregate principal amount of Facility B Loans outstanding at any one time shall not exceed the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility B Commitments in excess of its "Bank's Facility B Commitment. Each Borrowing of Facility B Loans shall be made ratably by the Lenders in accordance with their Facility B Commitments. Notwithstanding the foregoing, each Lender agrees on the date hereof ." Subject to advance its pro rata share of the Facility B Loans listed on Schedule VIII hereto (the "Initial Facility B Loans"). Until the Revolving Credit Termination Date, on the last day of an Interest Period for any Borrowing of Initial Facility B Loans or any other Facility B Loans, each Lender agrees, on the terms and conditions set forth in this Agreement (hereof, Borrowers may jointly and subject to any mandatory prepayment of a Facility B Loan pursuant to Section 2.16(c) or any other provision of this Agreement)severally borrow, to make a new Facility B Loan in an amount up to but not greater than the principal amount of its outstanding Facility B Loan maturing on repay and reborrow such date; provided sums from Bank, provided, however, that (i) on each June 15 the Borrowers shall repay one-fourth (1/4th) of the original principal amount of each Facility B Loan outstanding on the immediately preceding March 31 (other than the Initial Facility B Loans) with the aggregate principal amount of all Facility B Loans outstanding under Bank's Facility B Commitment at any one time shall not sooner exceed Bank's Facility B Commitment then available hereunder. Bank and Borrowers agree that all Loans (but not including Letters of Credit which in all cases shall be issued under Facility A) outstanding under this Agreement shall first be made under Facility B up to the Bank's Facility B Commitment, and then shall be made under Facility A, and all principal payments shall be applied, first to the outstanding principal under Facility A until paid due in full, and payable on then to the Revolving Credit Termination Date and (ii) the Borrowers shall repay the Initial outstanding principal under Facility B. The Facility B Loans may be either (a) a Prime Loan, (b) a LIBOR Loan or (c) any combination thereof, as determined by the Borrowers and notified to the Bank in accordance with Section 3.2 herein, provided, however, that the amortization schedule set forth on Schedule VIII. In order to so repay the Facility B Loans in accordance with clauses (iamount of any Loan under this Section 3.1(b) and (ii) which is a LIBOR Loan shall be for an aggregate principal amount of the preceding sentence, the Borrowers shall select Eurodollar Interest Periods that end on at least $500,000.00 or before the dates for such payments or have outstanding Domestic Rate Loans in an amount sufficient so that all such required payments may be made on or before the required payment dates through repayments any larger multiple of Domestic Rate Loans or repayments of Eurodollar Loans on the last day of their Interest Periods, without refunding such Eurodollar Loans with new Facility B Loans, and not through repayments of Eurodollar Loans before the last day of their then applicable Interest Periods$100,000.00.