Common use of Gentlemen Clause in Contracts

Gentlemen. The undersigned desires to borrow on _______________, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of _____________ pursuant to the Credit Agreement. Such Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, ▇▇▇▇▇▇ COMPANIES, INC. ▇▇▇▇▇▇ CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among ▇▇▇▇▇▇ Companies, Inc., a Missouri corporation, ▇▇▇▇▇▇ Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of _________________, ______:

Gentlemen. The undersigned desires In accordance with the above-referenced Lease, we wish to borrow on _______________advise and/or confirm as follows: That the leased premises have been accepted by Tenant as being substantially complete in accordance with the Lease, ____and that there is no deficiency in construction. That Tenant has accepted and is in possession of the leased premises, a(n) [Revolving Credit Loanand acknowledges that under the provisions of the Lease, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount Term of _____the Lease is ________ pursuant to the Credit Agreement. Such Loan shall be (check one): years, with ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be option(s) to renew for an Interest Period of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreementyears each, and no Default or Event commenced upon the commencement date of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, ▇▇▇▇▇▇ COMPANIES, INC. ▇▇▇▇▇▇ CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among ▇▇▇▇▇▇ Companies, Inc., a Missouri corporation, ▇▇▇▇▇▇ Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of _________________, ______:_ and is currently scheduled to expire on _______________, subject to earlier termination as provided in the Lease. That in accordance with the Lease, rental payment has commenced (or shall commence) on ______________. If the commencement date of the Lease is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease. Rent is due and payable in advance on the first day of each and every month during the Term of the Lease. Your rent checks should be made payable to _________________________ at__________________. The exact Floor Area within the leased premises is _________ square feet. Tenant's initial charge under Section 8.3 of the Lease (Common Areas) is ____________________________ EXHIBIT "D" AGREED AND ACCEPTED TENANT: LANDLORD: ______________________________ _________________________________ By: By: ------------------------- --------------------------- By: By: ------------------------- --------------------------- SAMPLE ONLY [NOT FOR EXECUTION] EXHIBIT "E" MENU TO BE PROVIDED HOLOWORLD RIDER ----------------------------------------------------------------

Gentlemen. The undersigned desires You are hereby instructed, effective on (the “Servicing Transfer Date”), to borrow service the Mortgage Loans listed on _______________Exhibit A attached hereto to . From and after the Servicing Transfer Date, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of _____________ pursuant Mortgage Loans listed on Exhibit A shall no longer be subject to the Credit provisions of the Servicing Control Agreement. Such Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, ▇▇▇▇▇▇▇▇▇ COMPANIESMORTGAGE HOME LOANS, INC. By: Name: Title: [LENDER 1] By: Name: Title: [LENDER 2] By: Name: Title: ACKNOWLEDGED AND AGREED: [SERVICER] By: Name: Title: , 20 ▇▇▇▇▇ Fargo Home Mortgage, Inc. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller's Warranties and Servicing Agreement, dated as of , 20 . Title of Account: ▇▇▇▇▇ Fargo Home Mortgage, Inc. in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans, and various Mortgagors - P & I Address of office or branch at which Account is maintained: ▇▇▇▇▇ FARGO HOME MORTGAGE, INC. Company By: Name: Title: , 20 ▇▇▇▇▇ Fargo Home Mortgage, Inc. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller's Warranties and Servicing Agreement, dated as of , 20 . Title of Account: ▇▇▇▇▇ Fargo Home Mortgage, Inc. in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans, and various Mortgagors - T & I Address of office or branch at which Account is maintained: ▇▇▇▇▇ FARGO HOME MORTGAGE, INC. Company By: Name: Title: This is a Purchase Agreement (the “Agreement”), dated as of August 1, 2002 by and between ▇▇▇▇▇▇▇▇▇ CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIESMortgage Home Loans, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITESInc., INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among having an office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Companies▇▇▇▇▇▇, Inc.▇▇▇▇▇ ▇▇▇, a Missouri corporation▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇ Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties▇▇▇▇▇ (the “Purchaser”) and ▇▇▇▇▇ Fargo Home Mortgage, Inc., a Missouri corporationhaving an ▇▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇, Cape Composites▇▇▇ ▇▇▇▇▇▇, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the "Agent"“Seller”), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of _________________, ______:.

Gentlemen. The undersigned desires You are hereby instructed, effective on _____________ (the "Servicing Transfer Date"), to borrow service the Mortgage Loans listed on Exhibit A attached hereto to _______________. From and after the Servicing Transfer Date, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of _____________ pursuant Mortgage Loans listed on Exhibit A shall no longer be subject to the Credit provisions of the Servicing Control Agreement. Such Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, ▇▇▇▇▇▇▇▇▇ COMPANIESMORTGAGE HOME LOANS, INC. ▇By: Name: Title: [LENDER 1] By: Name: Title: [LENDER 2] By: Name: Title: ACKNOWLEDGED AND AGREED: [SERVICER] By: Name: Title: ▇▇▇▇▇ CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIESFargo Home Mortgage, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered Inc. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 3.1(c) 4.04 of that certain Credit Agreement the Seller's Warranties and Servicing Agreement, dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among ▇20 ,. Title of Account: ▇▇▇▇▇ CompaniesFargo Home Mortgage, Inc.Inc. in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans, a Missouri corporation, ▇and various Mortgagors - P & I Address of office or branch at which Account is maintained: ▇▇▇▇▇ CorporationFARGO HOME MORTGAGE, a Missouri corporationINC. Company By: Name: Title: ▇▇▇▇▇ Fargo Home Mortgage, Zoltek Intermediates CorporationInc. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller's Warranties and Servicing Agreement, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects dated as of _____________, 20____,. Title of Account: ▇▇▇▇▇ Fargo Home Mortgage, ______:Inc. in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans, and various Mortgagors - T & I Address of office or branch at which Account is maintained: ▇▇▇▇▇ FARGO HOME MORTGAGE, INC. Company By: Name: Title: This is a Purchase Agreement (the "Agreement"), dated as of February 1, 2003 by and between ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc., having an office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Purchaser") and ▇▇▇▇▇ Fargo Home Mortgage, Inc., having an ▇▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the "Seller").

Gentlemen. This notice is delivered to you pursuant to Section 1.4(f)(i). Unless otherwise defined herein or the context otherwise requires, all capitalized terms used herein will have the respective meanings assigned to them in the Agreement. The undersigned desires hereby notifies you that pursuant to borrow Section 1.4(f)(i) of the Agreement, it has elected to reduce a Portion of Capital by $__________ (the "Reduction Amount") and, therefore, commencing on _______________, 20__, reinvestment of Collections with respect to such Portion of Capital shall be suspended until the amount of Collections not so reinvested shall equal the Reduction Amount. This notice has been executed and delivered by a duly authorized officer of the undersigned this ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount _ day of _____________ pursuant to the Credit Agreement. Such Loan shall be (check one): _, 20______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan. CITGO FUNDING COMPANY, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, ▇▇▇▇▇▇ COMPANIES, INC. ▇▇▇▇▇▇ CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among ▇▇▇▇▇▇ Companies, Inc., a Missouri corporation, ▇▇▇▇▇▇ Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National AssociationL.L.C., as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of Seller By:_________________, ______:____________ Title: ANNEX C FORM OF LOCK-BOX AGREEMENT (Attached) ANNEX C FORM OF LOCKBOX AGREEMENT [DATE] [LOCKBOX BANK NAME AND ADDRESS] Re: Lockbox Agreement (this "Agreement") for Lockbox Number(s) [_________] and [_________] Lockbox Account Number(s) [_________] and [_________] Ladies and Gentlemen: CITGO PETROLEUM CORPORATION, a Delaware corporation ("Originator"), hereby notifies you that in connection with certain transactions involving the trade receivables of Originator, Originator hereby transfers exclusive ownership and control of its lockbox number(s) [_________] and [_________] (the "Lockbox") and the corresponding lockbox account number(s) [_________] and [_________] maintained with you (the "Lockbox Account") to CITGO Funding Company, L.L.C. ("SPV") (or its assigns or designees), and SPV hereby notifies you that in connection with such transactions SPV hereby transfers exclusive dominion and control of the Lockbox and the Lockbox Account to Societe Generale, in its capacity as agent for and on behalf of certain other parties (the "Agent"). Originator has agreed to act as initial servicer of such receivables for SPV and the Agent (Originator, or any successor servicer, the "Servicer"). Originator shall have no ownership of, or rights in, the Lockbox or Lockbox Account or any funds therein. In connection with the foregoing, SPV and the Agent hereby jointly instruct you, beginning on the date hereof until you are otherwise notified by the Agent in writing, (i) to change the name on the Lockbox and the Lockbox Account to "CITGO Funding Company, L.L.C. and Societe Generale, as Agent for and on behalf of certain parties"; (ii) to follow your usual operating procedures for the handling of any checks, except as modified by this Agreement; (iii) to follow your usual procedures in the event the Lockbox, the Lockbox Account or any check should be or become the subject of any writ, levy, order or other similar judicial or regulatory order or process, except as modified by this Agreement; (iv) to collect the monies, checks, instruments and other items of payment mailed to the Lockbox; (v) to maintain the Lockbox Account as a "Deposit Account" (as defined in Section 9-102 of the Uniform Commercial Code as in effect in the State of New York (the "Applicable UCC")); (vi) to deposit in the Lockbox Account all such monies, checks, instruments and other items of payment (unless Annex C-1 otherwise instructed by the Agent); and (vii) to transfer all collected and available funds in the Lockbox Account in accordance with the instructions of the Servicer; provided, however, that, at all times from and after the date of your receipt of notice from the Agent of termination of the Servicer's access to the Lockbox and Lockbox Account, which notice may be in the form attached hereto as Annex A or in any other form that gives you reasonable notice of such termination (the "Agent's Notice"), such funds shall be transferred by you directly to the Agent, at its address set forth below its signature hereto or as the Agent otherwise notifies you, or otherwise in accordance with the instructions of the Agent. You are hereby further instructed to permit the Servicer and the Agent to obtain upon request any information relating to the Lockbox and the Lockbox Account, including, without limitation, any information regarding the balance or activity of the Lockbox Account. Originator and SPV also hereby jointly notify you that notwithstanding anything herein or elsewhere to the contrary, the Agent, or any party designated in writing by the Agent, shall be irrevocably entitled to exercise any and all rights in respect of or in connection with the Lockbox and the Lockbox Account, including, without limitation, the right to specify when payments are to be made out of or in connection with the Lockbox and the Lockbox Account. At all times from and after the date of your receipt of the Agent's Notice, neither Originator (including, in its capacity as Servicer), SPV nor any of our respective affiliates shall be given any access to the Lockbox or Lockbox Account. The Agent's Notice may be personally served or sent by facsimile or U.S. mail, certified return receipt requested, to the address or facsimile number set forth under your signature to this letter agreement (or to such other address or facsimile number as to which you shall notify the Agent in writing). If the Agent's Notice is given by facsimile or electronic mail, it will be deemed to have been received when the Agent's Notice is sent and receipt is confirmed by telephone or other electronic means. All other notices will be deemed to have been received when actually received or, in the case of personal delivery, delivered. The monies, checks, instruments and other items of payment mailed to the Lockbox and the funds deposited into the Lockbox Account will not be subject to deduction, set-off, banker's lien, or any other right in favor of any person other than the Agent (except that you may set off the face amount of any items (including, without limitation, checks and automated clearinghouse transactions) returned unpaid because of uncollected or insufficient funds in accordance with your customary practices). To the extent that funds in the Lockbox Account are insufficient, Originator shall pay you for such returned items. All service charges and fees with respect to the Lockbox and Lockbox Account shall continue to be payable by Originator under the arrangements currently in effect. Originator hereby authorizes you, without prior notice, from time to time to debit any other account Originator may have with you for the amount or amounts due you under the two preceding sentences. By executing this Agreement, you (a) irrevocably waive and agree not to assert, claim or endeavor to exercise, (b) irrevocably bar and estop yourself from asserting, claiming or exercising and (c) acknowledge that you have not heretofore received a notice, writ, order or any form of legal process from any other party asserting, claiming or exercising, any right of set-off, banker's lien, security interest or other purported form of claim with respect to the Lockbox or Lockbox Account or any funds from time to time therein (except for security interests which have been terminated on or prior to the date hereof). You agree to give the Agent and SPV prompt notice if the Lockbox or the Lockbox Account becomes subject to any writ, judgment, warrant of attachment, execution or similar process. Except for your right to payment of your service charges and fees from Originator and to make deductions for returned items, you shall have no rights in the Lockbox or Lockbox Account or funds therein. To the extent you may ever have such rights, you hereby expressly subordinate all such rights to all rights of the Agent. In addition, as collateral security for SPV's obligations to the Agent and certain other persons in connection with the transactions referenced in the first paragraph of this Agreement, SPV hereby grants to the Agent a present and continuing security interest in (a) the Lockbox and the Lockbox Account, (b) all general intangibles and privileges in respect of the Lockbox or the Lockbox Account, and (c) all cash, checks, money orders and other items of value of SPV now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise, in the possession or under the control of, or in transit to you or any agent, bailee or custodian thereof in respect of the Lockbox or the Lockbox Account, and all proceeds of the foregoing (collectively, "Receipts"). You acknowledge and agree that (i) the Agent has "Control" (as defined in Section. 9-104 of the Applicable UCC) of the Lockbox Account and you are required to comply with the instructions of the Agent directing disposition of the funds in the Lockbox Account without further consent by the Originator, Servicer, SPV or any affiliate thereof and (ii) you shall at all times maintain the Lockbox Account as a "Deposit Account" (as defined in Section 9-102 of the Applicable UCC). The Agent hereby appoints you as the Agent's bailee for the Lockbox, Lockbox Account and all Receipts for the purpose of perfecting the Agent's security interest in such collateral, and you hereby accept such appointment and agree to be bound by the terms of this Agreement. SPV hereby agrees to such appointment and further agrees that you, on behalf of the Agent, shall be entitled to exercise, as directed in accordance with the terms of this Agreement, any and all rights which the Agent may have in connection with the transactions referenced in the first paragraph of this Agreement or under applicable law with respect to the Lockbox, Lockbox Account, all Receipts and all other collateral described in this paragraph. You will not be liable to Originator, SPV or the Agent for any expense, claim, loss, damage or cost ("Damages") arising out of or relating to your performance under this Agreement other than those Damages which result directly from your acts or omissions constituting gross negligence. In no event will you be liable for any special, indirect, exemplary or consequential Damages, including but not limited to lost profits. Originator shall indemnify you against, and hold you harmless from, any and all liabilities, claims, costs, expenses and damages of any nature (including but not limited to allocated costs of staff counsel, other reasonable attorneys' fees and any fees and expenses incurred in enforcing this Agreement) in any way arising out of or relating to disputes or legal actions concerning this Agreement, the Lockbox or the Lockbox Account. Originator agrees to pay to you, upon receipt of your invoice, all costs, expenses and attorneys' fees (including allocated costs for in-house legal services) incurred by you in connection with the preparation and administration (including any amendments) and enforcement of this Agreement. This paragraph does not apply to any cost or damage attributable to your negligence or intentional misconduct. Originator's obligations under this paragraph shall survive termination of this Agreement. Annex C-3 Notwithstanding any of the other provisions in this Agreement, in the event of the commencement of a case pursuant to ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, filed by or against SPV, or in the event of the commencement of any similar case under then applicable federal or state law providing for the relief of debtors or the protection of creditors by or against SPV, you may act as you deem necessary to comply with all applicable provisions of governing statutes and shall be held harmless from any claim of any of the parties for so doing, provided that you shall not release any funds other than in accordance with (i) this Agreement or (ii) an order of a court of competent jurisdiction. You hereby agree not to institute or join any other person or entity in instituting, any suit pursuant to ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, or any similar suit or proceeding under then applicable state or federal law providing for the relief of debtors or the protection of creditors, against SPV prior to the date which is one year and one day after payment of all obligations of SPV to the Agent (and the parties for which it is acting as agent) are paid in full. This section shall survive any termination of this Agreement. You may terminate this Agreement upon 30 days' prior written notice to SPV and the Agent. The Agent may terminate this Agreement upon 30 days' prior written notice to SPV and you. Neither SPV nor the Servicer may terminate this Agreement, except with the written consent of the Agent and upon 30 days' prior written notice to you and the Agent. Originator may not terminate this Agreement. Incoming mail addressed to the Lockbox or Lockbox Account (including, without limitation, any direct funds transfer to the Lockbox Account) received after any such termination shall be forwarded in accordance with the Agent's instructions. You shall not assign or transfer your rights or obligations hereunder (other than to the Agent) without the prior written consent (which consent shall not be unreasonably withheld) of the Agent and SPV. Originator (except to the extent of its limited capacity as Servicer) shall not assign or transfer its rights and obligations hereunder without your consent and the consent of the Agent. Neither SPV nor Servicer shall not assign or transfer its rights or obligations hereunder without the consent of the Agent. The Agent may at any time assign its rights and obligations hereunder upon notice to the other parties hereto. Subject to the preceding sentences, this Agreement shall be binding upon each of the parties hereto and their respective successors and assigns, and shall inure to the benefit of, and be enforceable by, the Agent, each of the parties hereto and their respective successors and assigns. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and may not be altered, modified or amended in any respect, nor except as set forth in the preceding paragraph may any right, power or privilege of any party hereunder be waived or released or discharged, except upon execution by you, SPV and the Agent of a written instrument so providing. The terms and conditions of any agreement between Originator and/or SPV and you (a "Lockbox Service Agreement") (whether now existing or executed hereafter) with respect to the lockbox arrangements, to the extent not inconsistent with this Agreement, are made part of this Agreement with respect to matters not explicitly covered in this Agreement. In the event that any provision in this Agreement is in conflict with, or inconsistent with, any provision of any such Lockbox Service Agreement, this Agreement will exclusively govern and control. Each party agrees to take all actions reasonably requested by any other party to carry out the purposes of this Agreement or to preserve and protect the rights of each party hereunder. Except as otherwise expressly provided herein, notice, demand or other communication required or permitted to be given hereunder shall be in writing and may be (a) personally served, (b) sent by courier service, (c) sent by facsimile or electronic mail or (d) sent by United States mail and shall be deemed to have been given when (a) delivered in person, (b) delivered by courier service, (c) upon confirmation by telephone or other electronic means of receipt of the telex, facsimile or electronic mail or (d) five business days after deposit in the United States mail (registered or certified, with postage prepaid and properly addressed); provided, however, that notices to the Agent hereunder shall not be effective until actually received by the Agent. For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party's name below, or, as to each party, at such other address as may be designated by such party in a written notice to the other parties. This Agreement and the rights and obligations of the parties hereunder will be governed by and construed and interpreted in accordance with the internal laws of the State of New York. The SPV, the Agent and you agree that New York is your "jurisdiction" for purposes of Section 9-304 of the Applicable UCC. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed shal

Gentlemen. The undersigned desires to borrow You are hereby instructed, effective on _______________, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of _____________ pursuant to the Credit Agreement. Such Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, ▇▇▇▇▇▇ COMPANIES, INC. ▇▇▇▇▇▇ CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit AgreementServicing Transfer Date"), by and among ▇▇▇▇▇▇ Companies, Inc., a Missouri corporation, ▇▇▇▇▇▇ Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, to service the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed Mortgage Loans listed on Exhibit A attached hereto to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of _____________________. From and after the Servicing Transfer Date, the Mortgage Loans listed on Exhibit A shall no longer be subject to the provisions of the Servicing Control Agreement. ▇▇▇▇▇▇▇▇▇ MORTGAGE HOME LOANS,INC. By: ____________________________ Name: Title: [LENDER 1] By: ____________________________ Name: Title: [LENDER 2] By: ____________________________ Name: Title: ACKNOWLEDGED AND AGREED: [SERVICER] By:_____________________ Name: Title: ▇▇▇▇▇ Fargo Home Mortgage, Inc. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 4.04 of the Seller’s Warranties and Servicing Agreement, dated as of , 20__,. Title of Account: ▇▇▇▇▇ Fargo Home Mortgage, Inc. in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans, and various Mortgagors - P & I Address of office or branch at which Account is maintained: ________________________ ________________________ ________________________ ________________________ ▇▇▇▇▇ FARGO HOME MORTGAGE, INC. Company By:____________________________________ Name: _________________________________ Title:__________________________________ ▇▇▇▇▇ Fargo Home Mortgage, Inc. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties and Servicing Agreement, dated as of __________, 20__,. Title of Account: ▇▇▇▇▇ Fargo Home Mortgage, Inc. in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans, and various Mortgagors - T & I Address of office or branch at which Account is maintained: ________________________ ________________________ ________________________ ________________________ ▇▇▇▇▇ FARGO HOME MORTGAGE, INC. Company By:____________________________________ Name: _________________________________ Title:__________________________________ This is a Purchase Agreement (the “Agreement”), dated as of February l, 2004 by and between ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc., having an office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the “Purchaser”) and ▇▇▇▇▇ Fargo Home Mortgage, Inc., having an ▇▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Seller”).

Gentlemen. For value received, the undersigned beneficiary hereby irrevocably transfers to the following institution (the "TRANSFEREE"), which has succeeded to us as Trustee under the Amended and Restated Indenture of Mortgage and Deed of Trust dated as of November 1, 1994, from the Metrocrest Hospital Authority in favor of the undersigned, all rights of the beneficiary to draw under the Letter of Credit in its entirety. (Name of Transferee) (Address) By this transfer, all rights of the undersigned beneficiary in the Letter of Credit are transferred to the Transferee, and the Transferee shall have the sole rights as beneficiary of the Letter of Credit, including sole rights relating to any amendments, whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised direct to the Transferee without necessity of any consent of or notice to us. The undersigned desires Transferee hereby directs the Bank to borrow on make all payments of drafts drawn by the Transferee under the Letter of Credit to account number ________ at _______________, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of _____________ pursuant . The advice of such Letter of Credit is returned herewith, and the Trustee asks the Bank to endorse the transfer on the reverse thereof, and forward the Letter of Credit to the Credit Agreement. Such Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period Transferee with the Bank's customary notice of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested herebytransfer. Very truly yours, ▇▇▇▇▇▇ COMPANIES, INC. ▇▇▇▇▇▇ CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among ▇▇▇▇▇▇ Companies, Inc., a Missouri corporation, ▇▇▇▇▇▇ Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of SIGNATURE AUTHENTICATED _____________________, Trustee ______:___________________ (Bank) By: __________________________ Title: _______________________ _________________________ (Authorized Signature) SIGNATURE AUTHENTICATED _______________________________ By: ____________________________ Title: _________________________ _________________________ Transferee (Bank) _________________________ (Authorized Signature) ANNEX IV TO SERIES A LETTER OF CREDIT NOTICE OF EXTENSION OF LETTER OF CREDIT NO. S00031638 ________________, 19__ _____________________________, Trustee _____________________________ _____________________________ _____________________________ National Medical Enterprises, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Gentlemen. The undersigned desires to borrow You are hereby instructed, effective on _________________ (the “Servicing Transfer Date”, to service the Mortgage Loans listed on Exhibit A attached hereto to _________________. From and after the Servicing Transfer Date, a(n) [Revolving Credit Loanthe Mortgage Loans listed on Exhibit A shall no longer be subject to the provisions of the Servicing Control Agreement. ▇▇▇▇▇▇▇▇▇ MORTGAGE HOME LOANS, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of INC. By: __________________________________ pursuant to the Credit Agreement. Such Loan shall be (check one): Name: Title: [LENDER 1] By: ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period of ________________________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, ▇Name: Title: [LENDER 2] By: __________________________________ Name: Title: ACKNOWLEDGED AND AGREED: [SERVICER] By:_____________________ Name: Title: ▇▇▇▇▇ COMPANIESFargo Home Mortgage, INC. ▇▇▇▇▇▇ CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered Inc. hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 3.1(c) 4.04 of that certain Credit Agreement the Seller’s Warranties and Servicing Agreement, dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among ▇▇▇▇▇▇ Companies, Inc., a Missouri corporation, ▇▇▇▇▇▇ Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of ________________, 20__,. Title of Account: ▇▇▇▇▇ Fargo Home Mortgage, Inc. in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans, and various Mortgagors - P & I Address of office or branch at which Account is maintained: ____________________________________ ____________________________________ ____________________________________ ____________________________________ ▇▇▇▇▇ FARGO HOME MORTGAGE, INC. Company By:____________________________________ Name: _________________________________ Title:__________________________________ ▇▇▇▇▇ Fargo Home Mortgage, Inc. hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties and Servicing Agreement, dated as of, 20-,. Title of Account: ▇▇▇▇▇ Fargo Home Mortgage, Inc. in trust for the Purchaser and/or subsequent purchasers of Mortgage Loans, and various Mortgagors - P & I Address of office or branch at which Account is maintained: ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ▇▇▇▇▇ FARGO HOME MORTGAGE, INC. Company By:____________________________________ Name: _______________________________ Title:__________________________________ This is a Purchase Agreement (the “Agreement”), dated as of February 1, 2004 by and between ▇▇▇▇▇▇▇▇▇ Mortgage 1-Ionic Loans, Inc., having an office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the “Purchaser”) and ▇▇▇▇▇ Fargo Home Mortgage, Inc., having an ▇▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (the “Seller”).

Gentlemen. The undersigned desires to borrow In accordance with Section 7.15 of the Indenture, the undersigned, as Trustee, hereby certifies that, except as noted on _______________the Schedule of Exceptions attached hereto, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined for each Mortgage Loan listed in the Credit Agreement) in an aggregate principal amount of _____________ pursuant schedule to the Credit AgreementIndenture (other than any Mortgage Loan paid in full or listed on the attachment hereto) it has received a complete Trustee Mortgage Loan File which includes each of the documents required to be included in the Trustee Mortgage Loan File as set forth in the definition of "Mortgage Loan Documents" in the Indenture. Such The Trustee has made no an independent examination of any documents contained in any Mortgage File beyond the review specifically required in Section 7.15 of the Indenture. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any documents contained in any Trustee Mortgage Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be File for an Interest Period any of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available Mortgage Loans listed on the schedule to the undersigned said amount on said dateIndenture, (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan or (iii) whether any Trustee Mortgage Loan File should include any flood insurance policy, any rider, addenda, surety or guaranty agreement, power of attorney, buy down agreement, assumption agreement, modification agreement, written assurance or substitution agreement. The undersigned hereby represents Capitalized words and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, ▇▇▇▇▇▇ COMPANIES, INC. ▇▇▇▇▇▇ CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among ▇▇▇▇▇▇ Companies, Inc., a Missouri corporation, ▇▇▇▇▇▇ Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term phrases used herein without definition shall have the meaning ascribed respective meanings assigned to such term them in the Credit Agreementabove-captioned Indenture. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true----------------------------------, correct and complete in all material respects as of Trustee By: _________________, ______:_____ Its: ____________________________ ________________________________________________________________________________ ________________________________________________________________________________ UNION PLANTERS MORTGAGE FINANCE CORP., as Depositor, AND --------------------------------, as Trustee _____________ SERIES __ SUPPLEMENT Dated as of 1, 19 -------- -- TO

Gentlemen. For value received, the undersigned beneficiary hereby irrevocably transfers to the following institution (the "TRANSFEREE"), which has succeeded to us as Trustee under the Amended and Restated Indenture of Mortgage and Deed of Trust dated as of November 1, 1994, from the Metrocrest Hospital Authority in favor of the undersigned, all rights of the beneficiary to draw under the Letter of Credit in its entirety. (Name of Transferee) (Address) By this transfer, all rights of the undersigned beneficiary in the Letter of Credit are transferred to the Transferee, and the Transferee shall have the sole rights as beneficiary of the Letter of Credit, including sole rights relating to any amendments, whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised direct to the Transferee without necessity of any consent of or notice to us. The undersigned desires Transferee hereby directs the Bank to borrow on make all payments of drafts drawn by the Transferee under the Letter of Credit to account number _____________ at _______________, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of _____________ pursuant . The advice of such Letter of Credit is returned herewith, and the Trustee asks the Bank to endorse the transfer on the reverse thereof, and forward the Letter of Credit to the Credit Agreement. Such Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period Transferee with the Bank's customary notice of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested herebytransfer. Very truly yours, ▇▇▇▇▇▇ COMPANIES, INC. ▇▇▇▇▇▇ CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among ▇▇▇▇▇▇ Companies, Inc., a Missouri corporation, ▇▇▇▇▇▇ Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of SIGNATURE AUTHENTICATED ____________________, Trustee ________________________ By:__________________________ (Bank) Title:_______________________ ________________________ (Authorized Signature) SIGNATURE AUTHENTICATED _____________________________ By:__________________________ Title:_______________________ Transferee ________________________ (Bank) ________________________ (Authorized Signature) ANNEX IV TO SERIES B LETTER OF CREDIT NOTICE OF EXTENSION OF LETTER OF CREDIT NO. S00031639 ______________________, 19___ _______________________, Trustee _______________________ _______________________ _______________________ National Medical Enterprises, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇