Common use of Letter of Credit Subfeature Clause in Contracts

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of CreditCredit and Subfeature, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue sight commercial and standby letters of credit for the account of Borrower or Smart(Europe), respectively, to finance working capital and business requirements (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter ; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall be issued for a term not to at any time exceed Three Hundred Sixty-five Four Million Dollars (365) days, as designated by Borrower; provided however, that no $4,000,000.00). No Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit for the account of Borrower shall be reserved under the Line of Credit and the undrawn amount of all Letters of Credit for the account of Smart(Europe) shall be reserved under the Subfeature and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit or Subfeature, as applicable, and shall be repaid by Borrower or Smart(Europe), in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit or Subfacility, as applicable, are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Bank shall so notify Borrower or Smart(Europe), as applicable, and Borrower or Smart(Europe) shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by BorrowerBorrower or Smart(Europe), at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a "New Letter of Credit"; the Existing Letter of Credit and each New Letter of Credit are herein referred to individually as a “Letter of Credit” and collectively, “collectively as "Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand One Million and No/100 Dollars ($500,000.001,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five seven hundred thirty (365730) days, as designated by Borrower; provided however, that no Letter of Credit shall have be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date that is subsequent to the maturity date of the Line of Credit (with any such Letter of Credit with an expiration date subsequent to the maturity of the Line of Credit to be referred to as an “Extended Date Letter of Credit”) unless Borrower, not less than ninety (90) days prior to the maturity date of the Line of Credit, provides Bank with cash collateral (which may be in addition to or, if agreed by Bank, may be a replacement for, such other collateral that may have been granted by Borrower to Bank, pursuant to this Agreement or otherwise), consisting of a deposit account maintained by Borrower with Bank in an amount that is not less than one hundred five percent (105%) of the undrawn amount of such Extended Date Letter of Credit, as evidenced by and subject to the security agreements and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank; and provided further, that in no event shall any Extended Date Letter of Credit have a then current expiration date more than three hundred sixty-five (365) days beyond the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofthereof (each, a “Letter of Credit Agreement”). Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and commercial letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that (i) subject to the following clause (ii), any Letter of Credit with an initial term not exceeding three hundred sixty-five (365) days may provide, upon Borrower’s request and at Bank’s discretion, for its automatic renewal for additional periods not exceeding three hundred sixty-five (365) days and (ii) no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a "New Letter of Credit"; the Existing Letter of Credit and each New Letter of Credit are herein referred to individually as a “Letter of Credit” and collectively, “collectively as "Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand One Million and No/100 Dollars ($500,000.001,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date that is subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofthereof (each, a “Letter of Credit Agreement”). Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby standby, sight commercial or usance commercial letters of credit for the account of Borrower to finance the backing of imports and exports (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit plus the face amount of all outstanding drafts created under usance commercial Letter of Credit (“Usance Drafts”), shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit and the face amount of all outstanding Usance Drafts shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the variable Daily One Month LIBOR-based rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. Notwithstanding the foregoing, usance commercial Letters of Credit shall contain such provisions and be issued in such manner for such purpose as to satisfy Bank that any bankers’ acceptance created by Bank’s acceptance of a draft thereunder shall be eligible for discount by a Federal Reserve Bank, will not result in a liability of Bank subject to reserve requirements under any law, regulation or administrative order, and will not cause Bank to violate any lending limit imposed upon Bank by any law, regulation or administrative order. Usance commercial Letters of Credit shall provide for drafts thereunder with terms which do not exceed the lesser of 90 days or such other period of time as may be necessary for the acceptance created thereunder to be eligible for discount and otherwise comply with this Agreement; provided however, that no usance commercial Letter of Credit shall provide for drafts with a term which ends subsequent to the maturity of the Line of Credit The amount of each matured Usance Draft shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if the Line of Credit is not available, for any reason whatsoever, at the time any such acceptance matures, or if advances are not available under the Line of Credit at such time due to any limitation on borrowings set forth herein, then Borrower shall immediately pay to Bank the full amount of such Usance Draft, together with interest thereon from the date such acceptance matures and is honored by Bank to the date such amount is fully paid by Borrower, at the variable Daily One Month LIBOR-based rate of interest applicable to advances under the Line of Credit. In such event, Borrower agrees that Bank, at Bank’s sole discretion, may debit Borrower’s deposit account with Bank for the amount of any such Usance Draft.

Letter of Credit Subfeature. As a subfeature under the Line of --------------------------- Credit, Bank agrees from time to time during the term thereof up to issue or cause an affiliate and including May 31, 1997, to issue standby letters of credit for the account of Borrower and for purposes deemed acceptable by Bank (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Two Hundred Fifty Thousand Dollars ($250,000.00). Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five three hundred sixty (365360) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Continuing Standby Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and/or sight commercial letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Twenty Million Dollars ($500,000.0020,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject issued for a term not to the additional terms and conditions of the Letter of Credit agreementsexceed Three Hundred Sixty-Five (365) days, applications and any related documents required as designated by Bank in connection with the issuance thereof. Each drawing paid under a Borrower; provided that no Letter of Credit shall be deemed issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an advance under expiration date that is subsequent to the maturity date of the Line of Credit and shall be repaid by Borrower in accordance (with any such Letter of Credit with an expiration date subsequent to the terms and conditions maturity of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are being referred to herein as an “Extended Date Letter of Credit”) unless Borrower, immediately upon demand by Bank at any time, and in any case not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid less than ninety (90) days prior to the maturity date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that , provides Bank with cash collateral (which may be in addition to or, if agreed by Bank, in its sole discretionmay be a replacement for, such other collateral that may debit any have been granted by Borrower to Bank, pursuant to this Agreement or otherwise), consisting of a deposit account maintained by Borrower with Bank for in an amount that is not less than one hundred five percent (105%) of the undrawn amount of such Extended Date Letter of Credit, as evidenced by and subject to such security agreements and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank; and provided further that in no event shall any such drawingExtended Date Letter of Credit have a then current expiration date more than three hundred sixty-five (365) days beyond the maturity date of the Line of Credit.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit (the “Letters of Credit Sublimit”) shall not at any time exceed Five Eight Hundred Eighty Seven Thousand Ninety Nine Dollars ($500,000.00887,099.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-three hundred sixty five (365) days, as designated by Borrower; provided however, that no if on the Line of Credit maturity date (or the effective date of any termination of this Agreement) there are any outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to at least one hundred percent (100%) of the face amount of any such Letter of Credit shall have an expiration date subsequent Credit, plus all interest, fees and costs due or to become due in connection therewith to secure the maturity date of the Line obligations related to such Letter of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Seven Hundred Fifty Thousand Dollars ($500,000.00750,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole reasonable discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date subsequent to more than three hundred sixty-five (365) days beyond the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Bank's then standard form of Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. In the event that any provision of such Letter of Credit agreement, application or related document is directly contradicted by the terms of this Agreement, the terms of this Agreement shall control. Without limiting the foregoing, any collateral granted to Bank or an affiliate of Bank under any such Letter of Credit agreements, applications or related documents shall not extend to any property of Borrower that is not Collateral under and as defined in this Agreement or any security agreement as described in Sections 1.3 or 3.1 of this Agreement. Each drawing draft paid under a Letter of Credit Credit, if not reimbursed by Borrower on the honor date thereof, shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest that would have been applicable to advances under the Line of CreditCredit if the Line of Credit were available. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, --------------------------- Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue one or more standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn unfunded amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn unfunded amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be reduce the amount which is available for borrowings thereunder. No interest shall accrue on the unfunded amount of any Letter of Credit. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsagreement required by Bank when issued, applications including any application and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and/or sight commercial letters of credit for the account of either Borrower to finance the procurement of material and services (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand One Million Dollars ($500,000.001,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by a Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower Borrowers in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower Borrowers shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by BorrowerBorrowers, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees Borrowers agree that Bank, in its sole discretion, may debit any account maintained by either Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees may from time to time during the term thereof up to and including maturity, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate outstanding amount of all Loans made under the Line of Credit of Credit shall not at any time exceed $20,000,000. At no time shall the Letter of Credit Exposure exceed $1,000,000. Each Letter of Credit shall be issued for a term of not to exceed Three Hundred Sixty-five more than twelve (36512) daysmonths, as designated by Borrower; provided , provided, however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditNote. The actual undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line of Credit; provided however, that if the Line of Credit is not available for any reason whatsoever, at the time any draft is paid by Bank, or if advances are not available under the Line of Credit are not available, for in such amount due to any reason, at the time any drawing is paidlimitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of Credit. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLoan, Bank agrees may, from time to time during the term thereof to time, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided , provided, however, that no Letter of Credit shall have an expiration date subsequent to one (1) year after the maturity date Maturity Date. In the event the Loan has matured, then the Borrower shall secure all outstanding Letters of Credit with cash collateral deposited with the Line of CreditBank. The actual undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit Loan and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Loan; provided however, that if advances under the Line of Credit are Loan is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Loan in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLoan. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of such draft. In conjunction with the issuance of any such drawingLetter(s) of Credit, Borrower shall execute and deliver to Bank any documentation then utilized by Bank to evidence the issuance of a Letter(s) of Credit. Borrower shall pay, if applicable, all fees and charges customarily charged by Bank in connection with the issuance, confirmation, amendment and other actions with respect to a Letter of Credit as are customarily charged by Bank with regard to letters of credit.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower for bonding or security deposit purposes (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five One Hundred Thousand and 00/100 Dollars ($500,000.00100,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft. If Borrower does not pay to Bank the sums due for such draft, the unpaid amount thereof shall bear interest equal to the Base Rate (as defined in the Line of Credit Note) plus two percent (2%) for each day from and including the date such draft was paid by Bank to the date of repayment by Borrower. Upon any Event of Default and upon the request of Bank, the Borrower shall deposit in the Cash Collateral Account an amount in cash equal to the aggregate undrawn amount of all outstanding Letters of Credit as of such date.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower to finance Borrower's working capital requirements (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00). Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five three hundred sixty (365360) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Other than the previously issued Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) daysdated September 10, as designated by Borrower; provided however2009 which expires on June 30, that 2016, no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue usance, standby and/or sight commercial letters of credit for the account of Borrower to finance the backing of imports and exports (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit plus the face amount of all outstanding drafts created under usance commercial Letter of Credit (“Usance Drafts”) shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit and the face amount of all outstanding Usance Drafts shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the highest rate of interest then applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. Notwithstanding the foregoing, usance commercial Letters of Credit shall contain such provisions and be issued in such manner for such purpose as to satisfy Bank that any banker’s acceptance created by Bank’s acceptance of a draft thereunder shall be eligible for discount by a Federal Reserve Bank, will not result in a liability of Bank subject to reserve requirements under any law, regulation or administrative order, and will not cause Bank to violate any lending limit imposed upon Bank by any law, regulation or administrative order. Usance commercial Letters of Credit shall provide for drafts thereunder with terms that do not exceed the lesser of 90 days or such other period of time as may be necessary for the acceptance created thereunder to be eligible for discount and otherwise comply with this Agreement; provided, however, that no usance commercial Letter of Credit shall provide for drafts with a term that ends subsequent to the maturity of the Line of Credit. The amount of each matured Usance Draft shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if the Line of Credit is not available, for any reason, at the time any such acceptance matures, or if advances are not available under the Line of Credit at such time due to any limitation on borrowings set forth herein, then Borrower shall immediately pay to Bank the full amount of such Usance Draft, together with interest thereon from the date such acceptance matures and is honored by Bank to the date such amount is fully paid by Borrower, at the highest rate of interest then applicable to advances under the Line of Credit. In such event, Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such Usance Draft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower to finance Borrower’s and its Material Subsidiaries’ working capital requirements (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Fifteen Million Dollars ($500,000.0015,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) 365 days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all issued Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofthereof (collectively, the “Letter of Credit Documents”). Each drawing paid under a Letter of Credit shall be deemed an advance a Revolving Advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Revolving Advances; provided however, that if advances Revolving Advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances Revolving Advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower to support obligations to GSC Industries LLC, seller of Rotocast (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter ; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall be issued for a term not to at any time exceed Three Two Million Eight Hundred Sixty-five Thousand Dollars (365) days, as designated by Borrower; provided however, that no $2,800,000.00). No Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Creditbeyond February 1, 2003. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit (the “Letters of Credit Sublimit”) shall not at any time exceed Five Hundred Thousand Two Million Dollars ($500,000.002,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-three hundred sixty five (365) days, as designated by Borrower; provided however, that no if on the Line of Credit maturity date (or the effective date of any termination of this Agreement) there are any outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to at least one hundred percent (100%) of the face amount of any such Letter of Credit shall have an expiration date subsequent Credit, plus all interest, fees and costs due or to become due in connection therewith to secure the maturity date of the Line obligations related to such Letter of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Reducing Line of Credit, Bank agrees from time to time during prior to the term thereof Termination Date to issue or cause an affiliate Affiliate of Bank to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided provided, however, that the aggregate undrawn amount of available to be drawn under all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Twenty Million Dollars ($500,000.0020,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) 365 days, as designated by Borrower; provided however, that no Letter of Credit shall have be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date subsequent to that is after the maturity date Reducing Line of Credit Maturity Date. The amount of the Line of Credit. The actual undrawn amount of all Letters of Credit LC Exposure shall be reserved under the Reducing Line of Credit and shall not be available for Reducing Line of Credit Advances or borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter letter of Credit credit agreements, applications and any related documents required by Bank in connection with the issuance thereofthereof (“Letter of Credit Agreements”). Each drawing paid under a Letter of Credit (even if the Letter of Credit was issued by an Affiliate of Bank) shall be deemed an advance a Reducing Letter of Credit Advance made under the Reducing Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Reducing Line of Credit Loan and Reducing Line of Credit Advances; provided provided, however, that if advances Reducing Line of Credit Advances under the Reducing Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank (even if the Letter of Credit was issued by an Affiliate of Bank) the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Reducing Line of CreditCredit Loan. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including December 11, 1999, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (eacheach such letter of credit and each letter of credit issued by the Bank for the account of Borrower or one of its Subsidiaries under the Prior Agreement which is outstanding on the date hereof, a “Letter of Credit” Credit and collectively, “Letters of Credit”Credit ); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars the difference between ($500,000.00). The form and substance a) the Line, minus (b) the aggregate unpaid principal amount of each all Loans, minus (c) the amount of all drawings under any Letter of Credit shall be subject to approval by Bank, in its sole discretionfor which Bank has not been reimbursed. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date expiry subsequent to December 11, 1999 or 366 or more days after the maturity issuance date; provided Borrower may request that Bank issue Letters of Credit having an expiry after December 11, 1999 or an expiry 366 or more days after the issuance date ( Extended Expiry LC ), if the undrawn amount of such Extended Expiry LC plus the Line of Credit. The actual aggregate undrawn amount of all Letters of Credit shall be reserved under other Extended Expiry LCs does not exceed an amount equal to the Line of Credit and shall not be available for borrowings thereunderaggregate amount on deposit in the Collateral Accounts. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided provided, however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank s sole discretion, discretion may debit any account maintained by Collateral Account or Borrower s deposit accounts with Bank for the amount of such draft. If at any time prior to December 12, 1998 the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such drawingexcess, together with accrued, unpaid interest on the amount of such excess. If at any time after December 12, 1998 the aggregate undrawn amount of all Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash equal to such excess. Letters of Credit shall be priced at a rate of 1.00% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate Affiliate to issue standby letters of credit for the account of Borrower to provide credit support to Borrower’s and Borrower’s subsidiaries’ landlords or to provide credit or finance such other activities of Borrower and its subsidiaries as are acceptable to Bank in its sole but reasonable discretion (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Ten Million Dollars ($500,000.0010,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole but reasonable discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-three hundred sixty five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to more than three hundred sixty five (365) days beyond the maturity date of the Line of CreditMaturity Date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate Affiliate (so long as such Affiliate is reasonably acceptable to the applicable beneficiary) to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectivelycollectively and together with the Existing Letters of Credit, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Twenty-Five Hundred Thousand Million Dollars ($500,000.0025,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, Bank in its sole discretion; provided that, at Borrower’s request but subject to Bank’s reasonable discretion, any of the Letters of Credit shall provide for automatic renewal upon expiration unless Bank has notified the beneficiary of non-renewal at least thirty (30) days prior to expiration. The Bank shall consider requests for changes in form and substance by Borrower or prospective beneficiaries. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided further however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of beyond the Line of CreditCredit Maturity Date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and, from and after the Closing Date, shall be subject to and governed by the terms and conditions hereof. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including December 12, 1999, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars the difference between ($500,000.00). The form and substance a) the Line, minus (b) the aggregate unpaid principal amount of each all Loans, minus (c) the amount of all drawings under any Letter of Credit shall be subject to approval by Bank, in its sole discretionfor which Bank has not been reimbursed. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date expiry subsequent to December 11, 2000 or 364 or more days after the maturity issuance date; provided Borrower may request that Bank issue Letters of Credit having an expiry after December 11, 2000 or an expiry 364 or more days after the issuance date ("Extended Expiry LC"), if the undrawn amount of such Extended Expiry LC plus the Line of Credit. The actual aggregate undrawn amount of all Letters other Extended Expiry LCs does not exceed an amount equal to the sum of Credit shall be reserved under (a) the Line amount of Credit and shall not be available for borrowings thereundereach Collateral Account plus (b) 95% of the cash value of each Collateral Policy. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any account maintained by Borrower Collateral Account or Borrower's deposit accounts with Bank or obtain all or any of the cash value of any Collateral Policy for the amount of such draft. If at any time prior to December 12, 1999 the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such drawingexcess, together with accrued, unpaid interest on the amount of such excess. If at any time after December 12, 1999 the aggregate undrawn amount of all Extended Expiry LCs exceeds the sum of (a) the amount of each Collateral Account, plus (b) 95% of the cash value of each Collateral Policy, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash equal to such excess. Letters of Credit shall be priced at a rate of 1.5% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit. Bank shall send to Borrower notice of Bank's election to pursue any remedy with respect to the Collateral Policy three days prior to enforcing such remedy.

Letter of Credit Subfeature. As a subfeature under the Corporate Revolving Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit to be used exclusively for the account of Borrower (eachcar rental operations(each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Two Million Dollars ($2,000,000.00), less all principal amounts outstanding under the Corporate Revolving Line of Credit. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five eighteen (36518) daysmonths, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Corporate Revolving Line of Credit and shall not be available for borrowings thereunder, and all such amounts shall be considered used amounts under the Corporate Revolving Line of Credit and the Asset Based Line of Credit. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Corporate Revolving Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Corporate Revolving Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Corporate Revolving Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower to support obligations to GSC Industries LLC, seller of Rotocast (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter ; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall be issued for a term not to at any time exceed Three Two Million Eight Hundred Sixty-five Thousand Dollars (365) days, as designated by Borrower; provided however, that no $2,800,000.00). No Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Creditbeyond January 31, 2000. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial or standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Million Six Hundred Thousand and 00/100 Dollars ($500,000.005,600,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretiondiscretion and shall be subject to the additional terms of the Letter of Credit agreements, applications, and any related documents required by Bank in connection with the issuance thereof (each a “Letter of Credit Agreement”). Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date that is subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofAgreements. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby or commercial letters of credit for the account of Borrower to accommodate various business needs including but not limited to insurance purposes (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars Two Million dollars ($500,000.00). 2,000,000.00) The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythere hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to more than sixty (60) days beyond the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue sight commercial or standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that Bank shall have no obligation to issue a Letter of Credit if any of the aggregate undrawn following would result after giving effect to the requested Letter of Credit: (i) the Letter of Credit Usage would exceed $10,000,000, or (ii) the Letter of Credit Usage would exceed the Maximum Line of Credit Amount less the then extant amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00)Advances. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each commercial Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five one hundred eighty (365180) days, as designated by Borrower; provided provided, however, that no commercial Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditCredit Termination Date. The actual undrawn amount of all Letters Each standby Letter of Credit shall be reserved under issued for a term not to exceed twelve (12) months, as designated by Borrower; provided, however, that no standby Letter of Credit shall have an expiration date subsequent to the Line of Credit and shall not be available for borrowings thereunderTermination Date. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance Advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided provided, however, that if advances Advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. All Prior Letters of Credit which are outstanding as of the date hereof shall be deemed “Letters of Credit” hereunder.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue sight commercial letters of credit and standby letters of credit for the account of Borrower ("Letter of Credit Subfeature") to be used to support transactions for the benefit of SMI, Jolt and Tech, as approved by Bank (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Two Hundred Fifty Thousand Dollars ($250,000.00); and provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit, when combined with outstanding borrowings under the Line of Credit and the outstanding principal balance of the Term Commitment described below, shall not at any time exceed Eight Million Dollars ($8,000,000.00). Each commercial Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtyone hundred eighty (180) days, as designated by Borrower, and each standby Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). When requesting a Letter of Credit, Borrower shall identify the Subsidiary which is a party to the transaction supported thereby. Bank may require the Subsidiary which is a party to the transaction supported by a Letter of Credit to be a co-applicant for such Letter of Credit. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower for general corporate purposes of Borrower agreed to by Bank (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Twenty Five Hundred Thousand Million Dollars ($500,000.0025,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-three hundred sixty five or three hundred sixty six (365) 365 or 366), as applicable, days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to more than three hundred sixty five or three hundred sixty six (365 or 366), as applicable, days beyond the maturity date of the Line of Credit; provided further that if any Letter of Credit shall have an expiration date beyond the maturity date or termination date of the Line of Credit, Borrower shall, at least thirty (30) days prior to the earlier of the maturity date or termination date of the Line of Credit, cash collateralize the aggregate amount of all outstanding but undrawn Letters of Credit by depositing in a blocked, non-interest bearing deposit account of Borrower at Bank in the name of Bank and under the sole dominion and control of Bank cash in an aggregate amount equal to one hundred five percent (105%) of the maximum aggregate amount available to be drawn under all outstanding but undrawn Letters of Credit and if additional Letters of Credit become outstanding from and after the date of such deposit, Borrower shall immediately deposit additional cash collateral in an aggregate amount equal to one hundred five percent (105%) of the maximum aggregate amount available to be drawn under such additional Letters of Credit (all such cash deposits, deposit accounts and all balances therein, collectively, the “Letter of Credit Deposits”). Borrower hereby grants to (and subjects to the control of) Bank, and agrees to maintain, a first priority security interest in all Letter of Credit Deposits, and in all proceeds thereof, all as security for the obligations to which such cash collateral may be applied pursuant to this Agreement or the other Loan Documents. Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of cash collateral. Upon the drawing of any Letter of Credit that has been cash collateralized, unless such drawing has become an advance under the Line of Credit pursuant to the terms and conditions of this Agreement or has been repaid by Borrower in accordance with this Agreement, the funds held as cash collateral shall be applied (without any further action by or notice to or from Borrower or any guarantor hereunder) to repay Bank. At such time as the Letter of Credit Deposits exceed the sum of the maximum aggregate amount available to be drawn under all outstanding but undrawn Letters of Credit and the aggregate amount of all drawings under Letters of Credit honored by Bank and not repaid by Borrower, if no Event of Default (as defined herein) has occurred and is continuing, the amount of such excess shall, at the request of Borrower, be released to Borrower. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date Line of Credit Maturity Date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue sight commercial and standby letters of credit for the account of Borrower to finance working capital requirements (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date that is subsequent to the maturity date of the Line of Credit (with any such Letter of Credit with an expiration date subsequent to the maturity of the Line of Credit to be referred to as an “Extended Date Letter of Credit”) unless Borrower at the time of and as an additional condition to the issuance of an Extended Date Letter of Credit, provides Bank with cash collateral (which may be in addition to or, if agreed by Bank, may be a replacement for, such other collateral that may have been granted by Borrower to Bank, pursuant to this Agreement or otherwise), consisting of a deposit account maintained by Borrower with Bank in an amount that is not less than one hundred five percent (105%) of the undrawn amount of such Extended Date Letter of Credit, as evidenced by and subject to the security agreements and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank; and provided further, that in no event shall any Extended Date Letter of Credit have a then current expiration date more than three hundred sixty-five (365) days beyond the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to finance general purpose (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” "LETTER OF CREDIT" and collectively, “Letters of Credit”"LETTERS OF CREDIT"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Two Hundred Thousand and No/00 Dollars ($500,000.00200,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have nor an expiration date subsequent to the maturity date of the Line of CreditCredit unless such Letter of Credit is collateralized with liquid assets acceptable to Bank in Bank's sole discretion. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. If Borrower does not pay to Bank the sums due for such drawings, the unpaid amount thereof shall bear interest equal to the Base Rate (as defined in the Line of Credit Note) plus three percent (3%) for each day from and including the date such drawing was paid by Bank to the date of repayment by Borrower.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during up to and including the term thereof to Termination Date, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (eacheach such letter of credit and each letter of credit issued by Bank for the account of Borrower or one of its Subsidiaries under the Prior Agreement which is outstanding on the date hereof, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars the difference between ($500,000.00). The form and substance a) the Line, minus (b) the aggregate unpaid principal amount of each all Loans, minus (c) the amount of all drawings under any Letter of Credit shall be subject to approval by Bank, in its sole discretionfor which Bank has not been reimbursed. Each No Letter of Credit issued or renewed subsequent to January 31, 2001 shall be issued for a term not have an expiry subsequent to exceed Three Hundred Sixty-five 365 or more days after the Termination Date (365) days, as designated by Borrower; provided however, that no any Letter of Credit shall have with an expiration date subsequent to expiry beyond the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunderTermination Date, an "Extended Expiry LC"). Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided provided, however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any account maintained by Borrower Collateral Account or Borrower's deposit accounts with Bank for the amount of such draft. If at any time prior to the Termination Date the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such drawing.excess, together with accrued, unpaid interest on the amount of such excess. If at any time after the Termination Date the aggregate undrawn amount of all Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts, at Bank's request, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash up to, but not to exceed, the amount the aggregate undrawn amount of all the Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts at such time. Letters of Credit shall be priced at a rate of 1.50% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit. Discontinuance of LIBOR, Adjusted LIBOR Rate, and LIBOR Borrowings. Borrower shall not elect to have all or any portion of the Loans bear interest at the Adjusted LIBOR Rate (the option to do so under the Agreement being hereby terminated), Borrower may not request a LIBOR Borrowing, and any LIBOR Borrowings outstanding as of the date of this Amendment shall immediately convert to Prime Rate Borrowings. Borrower will pay all accrued and unpaid interest to date on the amount converted and all Consequential Loss due under Section 2.G.iv. Addition to Section 4.A. Section 4.A. of the Agreement is amended to add the following clause v thereto which shall read in its entirety as follows:

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided provided, however, that no Letter in the event that the Line of Credit is not renewed or extended beyond its then applicable maturity date, Borrower shall have deliver to Bank cash or cash equivalents in an expiration date subsequent amount equal to the maturity date amount available to be drawn under then outstanding Letters of the Line Credit, which amount shall be maintained in an account with Bank as collateral for Borrower’s obligations under such Letters of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower to finance secure sales commitments for growers (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed One Million Dollars ($1,000,000.00). Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five one hundred fifty (365150) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial or standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five the sum of (i) Four Million and 00/100 Dollars ($4,000,000.00) plus (ii) Seven Hundred Thousand Dollars ($500,000.00)700,000.00) which (A) shall be solely for the issuance of the Existing Indian Letters of Credit, (B) the Bank hereby agree shall be deemed to be the Dollar Equivalent Amount for the Existing Indian Letters of Credit (unless the Lender in its commercially reasonable discretion determines that the Dollar Equivalent Amount exceeds $700,000.00, in which case such amount shall be revised to the Dollar Equivalent Amount reasonably determined by the Lender by providing the Borrower with written notice of such revised Dollar Equivalent Amount) and (C) shall only be available to the Borrower until such time as the Existing Indian Letters of Credit shall have expired or terminated at which time, such amount shall automatically be reduced to $0.00 without further action by the Borrower or the Lender. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretiondiscretion and shall be subject to the additional terms of the Letter of Credit agreements, applications, and any related documents required by Bank in connection with the issuance thereof (each a “Letter of Credit Agreement”). Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date that is subsequent to the maturity date of the Line of Credit; and provided, further, that no Existing Indian Letters of Credit shall be amended, extended or renewed unless agreed to by Bank in its sole and absolute discretion. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofAgreements. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Seven Million and no/100 Dollars ($500,000.007,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. No interest shall accrue on the undrawn amount of any Letter of Credit. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue commercial or cause an affiliate to issue standby letters of credit for the account of Borrower to finance the importation of inventory, to support "Subsidiaries" (as defined below), to finance "Leveraged Acquisitions" (as defined below) and for general corporate purposes (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit including all Letters of Credit issued in connection with Leveraged Acquisitions shall not at any time exceed Ten Million and No/100 Dollars ($10,000,000.00). Each commercial Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five one hundred eighty (365180) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to more than ninety (90) days beyond the maturity date of the Line of Credit. The actual undrawn amount of all outstanding Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditRevolving Loan, Bank agrees from time to time during the term thereof to issue or cause an affiliate Affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Ten Million Dollars ($500,000.0010,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit Revolving Loan and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications applications, and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit Revolving Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit Revolving Loan are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of CreditRevolving Loan. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. Upon the occurrence of the Revolving Loan Maturity Date, or the termination of the Revolving Loan if earlier, the Borrower shall thereupon pay the Bank in immediately available funds as additional cash collateral security for the repayment of any outstanding Letters of Credit, the sum equal to the aggregate undrawn amount of all such outstanding Letters of Credit, together with any other unpaid obligations owing to the Bank with respect to such Letters of Credit. Such cash collateral security shall be held in a segregated interest bearing account maintained with the Bank and Bank may apply any such amounts at any time or from time to time to the outstanding obligations of the Borrower to the Bank as the Bank may determine in its discretion. Borrower hereby acknowledges that an Existing Letter of Credit (as herein defined) has been issued in connection with the Existing Credit Agreement and the same shall hereinafter be deemed to be a “Letter of Credit” issued pursuant to and subject to the terms of this Agreement. As used herein, the term “Existing Letter of Credit” shall mean the following: (i) Letter of Credit Xx. XXX000000 issued June 18, 2009 to Showa Leasing Co., LTD for the account of Borrower to benefit Borrower’s Subsidiary, Proto Labs, Limited (f/k/a The Protomold Company Limited (“Proto Labs Ltd.”).

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and commercial letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Ten Million Dollars ($500,000.0010,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that (i) subject to the following clause (ii), any Letter of Credit with an initial term not exceeding three hundred sixty-five (365) days may provide, upon Borrower’s request and at Bank’s discretion, for its automatic renewal for additional periods not exceeding three hundred sixty-five (365) days and (ii) no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby commercial letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five three hundred sixty (365360) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to later than the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing, Borrower shall pay to Bank a fee upon the issuance of each Letter of Credit equal to two percent (2.00%) of the face amount thereof (the “Letter of Credit Issuance Fee”. In addition to the Letter of Credit Issuance Fee, Borrower shall pay Bank (i) fees upon the payment or negotiation of each drawing under any Letter of Credit, and (ii) fees upon the occurrence of any other activity with respect to any Letter of Credit (including without limitation, the transfer, amendment or cancellation of any Letter of Credit) determined in accordance with Bank's standard fees and charges then in effect for such activity.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand three Million Dollars ($500,000.003,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-three hundred sixty five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to more than three hundred sixty five (365) days beyond the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of CreditTerm Commitment, Bank agrees from time to time during until the term thereof Conversion Date to issue or cause an affiliate to issue standby Standby letters of credit for the account of Borrower to finance Borrower's workers' compensation insurance requirements (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed One Million Six Hundred Thousand Dollars ($1,600,000.00). Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditConversion Date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft. SECTION 1.2.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including MARCH 30, 2001, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion1,000,000. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) daysONE YEAR, as designated by Borrower; provided , provided, however, that no Letter of Credit shall have an expiration date subsequent to MARCH 31, 2001. Letters of Credit may, at the maturity date of the Line of Credit. Bank's discretion, contain an automatic renewal clause, The actual undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial or standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Twenty Million Dollars ($500,000.0020,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for expire on a term not date (the “L/C Expiration Date”) at or prior to exceed Three Hundred Sixty-five the close of business on the earlier of (365i) days, as designated by Borrower; provided however, that no the date one year after the date of the issuance of such Letter of Credit shall have an expiration (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date subsequent that is five Business Days prior to the maturity date of the Line of CreditMaturity Date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of CreditDefault Rate. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees has agreed from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower to finance a note payable to seller of Rotocast (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Two Million Dollars ($2,000,000.00). Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five eighteen (36518) daysmonths, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft. Bank has issued a standby letter of credit for the amount of Two Million Dollars ($2,000,000.00), which is outstanding as of the date hereof and shall be deemed included within the definition of Letters of Credit set forth herein.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby standby, sight commercial or usance commercial letters of credit for the account of Borrower to finance the backing of imports and exports (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit plus the face amount of all outstanding drafts created under usance commercial Letter of Credit (“Usance Drafts”), shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit and the face amount of all outstanding Usance Drafts shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the variable Prime Rate-based rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. Notwithstanding the foregoing, usance commercial Letters of Credit shall contain such provisions and be issued in such manner for such purpose as to satisfy Bank that any bankers’ acceptance created by Bank’s acceptance of a draft thereunder shall be eligible for discount by a Federal Reserve Bank, will not result in a liability of Bank subject to reserve requirements under any law, regulation or administrative order, and will not cause Bank to violate any lending limit imposed upon Bank by any law, regulation or administrative order. Usance commercial Letters of Credit shall provide for drafts thereunder with terms which do not exceed the lesser of 90 days or such other period of time as may be necessary for the acceptance created thereunder to be eligible for discount and otherwise comply with this Agreement; provided however, that no usance commercial Letter of Credit shall provide for drafts with a term which ends subsequent to the maturity of the Line of Credit The amount of each matured Usance Draft shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if the Line of Credit is not available, for any reason whatsoever, at the time any such acceptance matures, or if advances are not available under the Line of Credit at such time due to any limitation on borrowings set forth herein, then Borrower shall immediately pay to Bank the full amount of such Usance Draft, together with interest thereon from the date such acceptance matures and is honored by Bank to the date such amount is fully paid by Borrower, at the variable Prime Rate-based rate of interest applicable to advances under the Line of Credit. In such event, Borrower agrees that Bank, at Bank’s sole discretion, may debit Borrower’s deposit account with Bank for the amount of any such Usance Draft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower for general corporate purposes, including without limitation to finance the acquisition and development of real estate in the ordinary course of Borrower’s business (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five eighteen (36518) daysmonths, as designated by BorrowerXxxxxxxx; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the more than ninety (90) days beyond Line of CreditCredit Maturity Date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance Advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesAdvances; provided however, that if advances Advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank within two (2) Business Days of Bank’s written demand therefor the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances Advances under the Line of Credit. In such event Borrower Xxxxxxxx agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including May 31, 1999, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion400,000.00. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) 360 days, as designated by Borrower; provided , provided, however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditMay 31, 2000. The actual undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no a Letter of Credit shall have an expiration date subsequent may provide that it is automatically renewable for successive periods unless notice of non-renewal is given by Bank at some time prior to the maturity date of the Line of Creditthen current expiration date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however. If the Line of Credit is terminated for any reason or is due to expire prior to the expiration date of any Letter of Credit when such Letter of Credit is issued, that if advances the Borrower shall at the time of such termination or upon issuance of such Letter of Credit pay the Bank in immediately available funds for deposit in a special account an amount equal to the face amount of any Letters of Credit outstanding upon termination or to be so issued plus any anticipated fees and costs. If the Borrower fails to promptly make any such payment in the amount required hereunder, then the Bank may make an advance under the Line of Credit are not available, for in an amount sufficient to fulfill this obligation and deposit the proceeds to a special account. The special account shall be an interest bearing account maintained with the Bank. Any interest earned on amounts deposited in the special account shall be credited to the special account. The Bank may apply amounts on deposit in the special account at any reason, at time or from time to time to the time any drawing is paid, then indebtedness of Borrower shall immediately pay to Bank in the full amount drawn, together with Bank’s sole discretion. The Borrower may not withdraw any amounts on deposit in the special account as long as the Bank maintains a security interest thereon from therein. The Bank agrees to transfer any balance in the date such drawing is paid special account to the date such amount Borrower when the Bank is fully repaid by Borrower, at required to release its security interest in the rate of interest special account under applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawinglaw.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower for general corporate purposes, including without limitation to finance the acquisition and development of real estate in the ordinary course of Borrower’s business (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five eighteen (36518) daysmonths, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the more than ninety (90) days beyond Line of CreditCredit Maturity Date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance Advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesAdvances; provided however, that if advances Advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank within two (2) Business Days of Bank’s written demand therefor the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances Advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Two Million Dollars ($500,000.002,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five twelve (36512) daysmonths, as designated by Borrower; , provided however, that no Letter of Credit shall have an expiration date subsequent to more than twelve (12) months beyond the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. In the event that the Line of Credit is not renewed or extended and any Letter of Credit will have an expiration date subsequent to the stated maturity of the Line of Credit, Borrower covenants to take all steps necessary prior to such maturity date to grant Bank a perfected, first priority security interest in (i) securities acceptable to Bank and/or (ii) cash in an amount equal to the aggregate amount of Letters of Credit that will be outstanding subsequent to such maturity date, which collateral may be in addition to or in lieu of the collateral described in Section 1.5.

Letter of Credit Subfeature. As a subfeature under the Line of Creditrevolving credit facility created by this Agreement, Bank agrees Lender may from time to time during up to and including seven days prior to the term thereof to Maturity Date, issue or cause an affiliate to issue standby letters Letters of credit Credit for the account of Borrower (each, each a “"Letter of Credit” " and collectively, “the "Letters of Credit”"); provided howeverhowever that (a) the form and substance of each Letter of Credit shall be subject to approval by Lender in its sole discretion, that and (b) the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00)500,000. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditMaturity Date. The actual undrawn amount of all Letters of Credit plus any and all amounts paid by Lender in connection with drawings under any Letter of Credit for which Lender has not been reimbursed shall be reserved under the Line of Credit revolving credit facility and shall not be available for borrowings Loans thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid Lender under a Letter of Credit shall be deemed an advance under the Line of Credit a Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesAgreement; provided however, that if advances under the Line of Credit are a Loan is not available, available for any reason, reason whatsoever at the time any drawing draft is paidpaid by Lender, or, if Loans are not then available in such amount due to any limitation on borrowing set forth in this Agreement, then Borrower shall immediately pay to Bank the full amount drawnof such draft shall immediately be due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Lender to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances Loans under the Line of CreditNote. In such event event, Borrower agrees that BankLender, in its at Lender's sole discretion, may debit any Borrower's deposit account maintained by Borrower with Bank Lender for the amount of such draft. Borrower shall pay Lender a commission fee for issuing each Letter of Credit (calculated separately for each Letter of Credit) in an amount equal to the greater of (i) two percent (2%) per annum on the maximum face amount of the Letter of Credit, or (ii) $500. Such commission shall be payable prior to the issuance of each Letter of Credit and thereafter on the anniversary date of such issuance while such Letter of Credit is outstanding. Borrower shall pay Lender a $250 amendment fee for the amendment of any such drawingLetter of Credit which is payable at the time of the amendment.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and/or sight commercial or usance commercial letters of credit for the account of Borrower to finance Borrower's acquisition of inventory and other purposes approved by Bank (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed One Million Five Hundred Thousand Dollars ($500,000.001,500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each commercial Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five one hundred twenty (365120) days, as designated by Borrower; provided however, that no commercial Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. Each standby Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provide however, that no standby Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft. Notwithstanding the foregoing, usance commercial Letters of Credit shall be issued only to finance the importation of goods into the United States, and shall contain such provisions and be issued in such manner as to satisfy Bank that any bankers' acceptance created by Bank's acceptance of a draft thereunder (each, an Acceptance and collectively, Acceptances) shall be eligible for discount by a Federal Reserve Bank, will not result in a liability of Bank subject to reserve requirements under any law, regulation or administrative order, and will not cause Bank to violate any lending limit imposed upon Bank by any law, regulation or administrative order. Usance commercial Letters of Credit shall provide for drafts thereunder with terms which do not exceed the lesser of ninety (90) days or such other period of time as may be necessary for the Acceptance created thereunder to be eligible for discount and otherwise comply with this Agreement; provided, however, that no usance commercial Letter of Credit shall provide for drafts with a term which ends subsequent to the maturity date of the Line of Credit. The amount of each matured Acceptance shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided, however, that if the Line of Credit is not available, for any reason whatsoever, at the time any such Acceptance matures, or if advances are not available under the Line of Credit at such time due to any limitation on borrowings set forth herein, then Borrower shall immediately pay to Bank the full amount of such matured Acceptance, together with interest thereon from the date such Acceptance matures to the date such amount is fully paid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event, Borrower agrees that Bank, at Bank's sole discretion, may debit Borrower's deposit account with Bank for the amount of any such Acceptance.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue sight commercial or standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that Bank shall have no obligation to issue a Letter of Credit if any of the aggregate undrawn following would result after giving effect to the requested Letter of Credit: (i) the Letter of Credit Usage would exceed the Borrowing Base less the then extant amount of all outstanding Letters Advances, or (ii) the Letter of Credit shall not at any time Usage would exceed Five Hundred Thousand Dollars $10,000,000, or ($500,000.00)iii) the Letter of Credit Usage would exceed the Maximum Line of Credit Amount less the then extant amount of outstanding Advances. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each commercial Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five one hundred eighty (365180) days, as designated by Borrower; provided provided, however, that no commercial Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditCredit Termination Date. The actual undrawn amount of all Letters Each standby Letter of Credit shall be reserved under issued for a term not to exceed twelve (12) months, as designated by Borrower; provided, however, that no standby Letter of Credit shall have an expiration date subsequent to the Line of Credit and shall not be available for borrowings thereunderTermination Date. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance Advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided provided, however, that if advances Advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. All Prior Letters of Credit which are outstanding as of the date hereof shall be deemed “Letters of Credit” hereunder.

Letter of Credit Subfeature. As a subfeature under the Line of Creditrevolving credit facility created by this Agreement, Bank agrees may from time to time during up to and including seven days prior to the term thereof to Maturity Date, issue or cause an affiliate to issue standby letters Letters of credit Credit for the account of Borrower (each, each a “"Letter of Credit” " and collectively, “the "Letters of Credit”"); provided howeverhowever that (a) the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion, that and (b) the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00)1,000,000. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditMaturity Date. The actual undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which Bank has not been reimbursed shall be reserved under the Line of Credit revolving credit facility and shall not be available for borrowings Loans thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit a Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesAgreement; provided however, that if advances under the Line of Credit are a Loan is not available, available for any reason, reason whatsoever at the time any drawing draft is paidpaid by Bank, or, if Loans are not then available in such amount due to any limitation on borrowing set forth in this Agreement, then Borrower shall immediately pay to Bank the full amount drawnof such draft shall immediately be due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances Loans under the Line of CreditNote. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of such draft. Borrower shall pay Bank commissions for issuing the Letters of Credit (calculated separately for each Letter of Credit) in an amount equal to the greater of (i) two percent (2%) per annum on the maximum face amount of the Letter of Credit, or (ii) $400. Such commissions shall be payable prior to the issuance of each Letter of Credit and thereafter on each anniversary date of such issuance while such Letter of Credit is outstanding. Borrower shall pay Bank a $60 amendment fee for the amendment of any such drawingLetter of Credit which is payable at the time of amendment.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, --------------------------- Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower to support performance requirement (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Million Dollars ($5,000,000.00). Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) 365 days, as designated by BorrowerXxxxxxxx; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereof. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement letter applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower Xxxxxxxx agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including February 28, 1999, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion1,500,000.00. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) 365 days, as designated by Borrower; provided howeverprovided, that no Letter of Credit shall have an expiration date subsequent to February 28, 1999, unless the maturity date letter of credit is secured by the Line of CreditBorrower's cash. The actual undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion100,000.00. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days180 days for Commercial Letters of Credit, and not to exceed 365 days for Standby Letters of Credit, as designated by Borrower; provided , provided, however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditJune 30, 2001. The actual undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters a Letter of credit Credit denominated in Dollars and Alternative Currencies for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00)Borrower. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole reasonable discretion. Each A Letter of Credit shall may be issued for a term not at any time prior to exceed Three Hundred Sixty-five (365) daysthe Maturity Date, as designated by Borrower; provided provided, however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditMaturity Date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. The amount reserved for each Alternative Currency denominated Letter of Credit shall be the most recent Dollar Equivalent Amount of such Letter of Credit as determined at least once each calendar week. Each Letter of Credit shall also be subject to the additional terms and conditions of the that certain Amended and Restated Letter of Credit agreementsAgreement dated as of August 30, applications 2007 between Bank and Borrower (as the same may be amended from time to time the “LC Agreement”), each application for the issuance of a Letter of Credit (an “LC Application”), and any related documents required by Bank in connection with the issuance thereof. If the terms or conditions of the LC Agreement or any LC Application or any related document required by Bank in connection with the issuance of a Letter of Credit contradict any terms or conditions in this Agreement, the terms and conditions in this Agreement will control. Each drawing paid under a Letter of Credit by Bank shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided provided, however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawnso paid, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdrawing and such interest.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby standby, sight commercial or usance commercial letters of credit for the account of Borrower to finance the backing of imports and exports (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit plus the face amount of all outstanding drafts created under usance commercial Letter of Credit (“Usance Drafts”), shall not at any time exceed Five Hundred Thousand Million Dollars ($500,000.005,000,000.00), subject to the Borrowing Base limitation. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit and the face amount of all outstanding Usance Drafts shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the variable Prime Rate-based rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. Notwithstanding the foregoing, usance commercial Letters of Credit shall contain such provisions and be issued in such manner for such purpose as to satisfy Bank that any bankers’ acceptance created by Bank’s acceptance of a draft thereunder shall be eligible for discount by a Federal Reserve Bank, will not result in a liability of Bank subject to reserve requirements under any law, regulation or administrative order, and will not cause Bank to violate any lending limit imposed upon Bank by any law, regulation or administrative order. Usance commercial Letters of Credit shall provide for drafts thereunder with terms which do not exceed the lesser of 90 days or such other period of time as may be necessary for the acceptance created thereunder to be eligible for discount and otherwise comply with this Agreement; provided however, that no usance commercial Letter of Credit shall provide for drafts with a term which ends subsequent to the maturity of the Line of Credit The amount of each matured Usance Draft shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if the Line of Credit is not available, for any reason whatsoever, at the time any such acceptance matures, or if advances are not available under the Line of Credit at such time due to any limitation on borrowings set forth herein, then Borrower shall immediately pay to Bank the full amount of such Usance Draft, together with interest thereon from the date such acceptance matures and is honored by Bank to the date such amount is fully paid by Borrower, at the variable Prime Rate-based rate of interest applicable to advances under the Line of Credit. In such event, Borrower agrees that Bank, at Bank’s sole discretion, may debit Borrower’s deposit account with Bank for the amount of any such Usance Draft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit and commercial letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand One Million and 00/100 Dollars ($500,000.001,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each A Commercial Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five three hundred sixty (365360) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to later than the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. Borrower shall pay to Bank a fee upon the issuance of each Letter of Credit equal to two and one tenth percent (2.10%) of the face amount thereof (the “Letter of Credit Issuance Fee”); provided, however, notwithstanding the forgoing, if Borrower’s EDITDA (as defined herein) is less than $3,750,000.00, measured quarterly on a trailing four (4) quarter basis, then the Letter of Credit Issuance Fee shall be increased to two and one half percent (2.50%) of the face amount of the Letter of Credit. In addition to the Letter of Credit Issuance Fee, Borrower shall pay Bank (i) fees upon the payment or negotiation of each drawing under any Letter of Credit, and (ii) fees upon the occurrence of any other activity with respect to any Letter of Credit (including without limitation, the transfer, amendment or cancellation of any Letter of Credit) determined in accordance with Bank’s standard fees and charges then in effect for such activity.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, and upon Borrower's request, Bank agrees will from time to time during the term thereof to time, issue or cause an affiliate to issue standby letters of credit for the account of Borrower or its subsidiaries (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, Bank in its sole discretion. Each Letter and reasonable discretion and Borrower and Bank agree to terms thereon; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to plus the maturity date of principal balance advanced under the Line of Creditshall not at any time exceed $10,000,000.00. The actual undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then the Bank shall notify Borrower shall immediately pay to Bank thereof in writing and Borrower hereby agrees that the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of such draft. Further, should the maturity date of any such drawingLetter of Credit extend beyond the maturity date of the Line and the maturity date on the Line is not extended for any reason whatsoever, Borrower agrees to provide collateral in the form of cash or liquid investments in a form reasonably acceptable to Bank, in an amount equal to the amount of any Letter(s) of Credit outstanding. This collateral shall remain with the Bank for a period of time not less than two weeks after the maturity date on any Letter of Credit.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and/or sight commercial letters of credit for the account of Borrower to finance Borrower's working capital requirements (each, a “"Letter of Credit” " and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Fifty Million Dollars ($500,000.0050,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditMaturity Date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder, whereby the unused commitment fee referenced in Section 1.2(c) below shall not apply to undrawn Letter of Credit which are reserved under the Line of Credit. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter Bank’s agreements relating to letters of Credit agreementscredit, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. The issued and outstanding letters of credit issued by the Bank for the account of the Borrower under the Prior Agreement shall be deemed Letters of Credit issued hereunder.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and/or sight commercial letters of credit for the account of Borrower to finance Borrower's working capital requirements (each, a “"Letter of Credit” " and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Seventy-Five Hundred Thousand Million and No/100 Dollars ($500,000.0075,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditMaturity Date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder, whereby the unused commitment fee referenced in Section 1.3(c) below shall not apply to undrawn Letter of Credit which are reserved under the Line of Credit. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter Bank’s agreements relating to letters of Credit agreementscredit, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. The issued and outstanding letters of credit issued by the Bank for the account of the Borrower under the Prior Agreement shall be deemed Letters of Credit issued hereunder.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, the Bank agrees may from time to time during the term thereof up to and including April 30, 2001. issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided, however that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided however, further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion1,400,000.00. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) 365 days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to April 30, 2001, unless the maturity date Letter of the Line of CreditCredit is secured by Borrower's cash. The actual undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in 'In accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, however that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by the Bank, or if advances are not available under the Line in any such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft. For each Letter of Credit issued on behalf of the Borrower under this subfeature, the Borrower shall pay a fee of 1.5% of the face amount of the Letter of Credit per annum, with a minimum fee of $300.00. Letters of Credit shall automatically renew for a period of one year upon maturity unless otherwise specified in advance, with a renewal fee of 1.0% payable upon renewal, unless the Borrower gives notice 60 days prior to maturity, of their intent to let the Letter of Credit expire, or if the maturity of the Loan is less than one year hence.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLoan, Bank agrees --------------------------- may from time to time during up to and including the term thereof to Termination Date, issue or cause an affiliate to issue standby letters of credit for the account of Borrower Company (each, each a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to the approval by Bank in its sole discretion and the Company shall pay the Bank a fee of one percent (1%) per annum due upon issuance or renewal of a Letter of Credit; provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five three hundred and sixty (365360) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditCompany. The actual undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line revolving credit facility established under this Agreement, shall be considered an outstanding Loan under this Agreement for purposes of computing the Maximum Credit and shall not be available for borrowings thereunderAmount. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Note; provided provided, however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by the Bank, advances are not available under the Loan due to any limitation of borrowing set forth herein or in any other Loan Document or for any other reason (including, without limitation, at any time the then outstanding Loans exceed the Maximum Credit Amount or any time a draft is paid by the Bank after the Termination Date), then Borrower shall immediately pay to Bank the full amount drawnof such draft shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate Default Rate of interest applicable to advances under as set forth in the Line of CreditNote. In such event Borrower event, Company agrees that Bank, in its Bank's sole discretion, may debit any account maintained by Borrower the Company's deposit accounts with Bank for the amount of such draft. If the expiry date of any Letter of Credit is later than the Termination Date, then at least fifteen (15) days prior to the Termination Date the Company shall deposit with the Bank funds in the amount of the face amount of such drawingLetters of Credit or such other collateral as Bank may reasonably request.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a "New Letter of Credit"; the Existing Letter of Credit and each New Letter of Credit are herein referred to individually as a “Letter of Credit” and collectively, “collectively as "Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Seven Million Five Hundred Thousand and No/100 Dollars ($500,000.007,500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five seven hundred thirty (365730) days, as designated by Borrower; provided however, that no Letter of Credit shall have be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date that is subsequent to the maturity date of the Line of Credit (with any such Letter of Credit with an expiration date subsequent to the maturity of the Line of Credit to be referred to as an “Extended Date Letter of Credit”) unless Borrower, not less than ninety (90) days prior to the maturity date of the Line of Credit, provides Bank with cash collateral (which may be in addition to or, if agreed by Bank, may be a replacement for, such other collateral that may have been granted by Borrower to Bank, pursuant to this Agreement or otherwise), consisting of a deposit account maintained by Borrower with Bank in an amount that is not less than one hundred five percent (105%) of the undrawn amount of such Extended Date Letter of Credit, as evidenced by and subject to the security agreements and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank; and provided further, that in no event shall any Extended Date Letter of Credit have a then current expiration date more than three hundred sixty-five (365) days beyond the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereofthereof (each, a “Letter of Credit Agreement”). Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of CreditSubfeature this Note, Bank agrees Lender may from time to time during the term thereof to issue or cause an affiliate to issue be issued by a Wxxxx Fargo Affiliate (such Lender or Wxxxx Fargo Affiliate being referred to herein as the “Issuer”) for your account, commercial and/or standby letters of credit for the account of Borrower (eacheach individually, a “Letter of Credit” and collectively, collectively “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be the subject to approval by Bank, the Issuer in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by BorrowerBxxxxxxx; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunderNote. Each Letter of Credit shall be subject to the additional terms and conditions of the a Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank Issuer in connection with the issuance thereofof such Letter of Credit (each individually a “Letter of Credit Agreement” and collectively, the “Letter of Credit Agreements”). Each drawing draft paid by Issuer under a Letter of Credit and reimbursed by Lxxxxx and shall be deemed paid with an advance under the Line of Credit Note and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement the Note applicable to such advances; provided however, that if advances under the Line of Credit Note are not available, for any reasonreason whatsoever, at the time any drawing amount is paidpaid by Lxxxxx, then Borrower shall immediately pay to Bank the full amount drawnof such advance shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Issuer or Lender to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of CreditNote. In such event Borrower event, Bxxxxxxx agrees that BankIssuer or Lxxxxx, in its at Issuer’s or Lxxxxx’s sole discretion, may debit any account maintained by Borrower Borrower’s deposit account(s) with Bank Lxxxxx or a Wxxxx Fargo Affiliate for the amount of any such drawingdraft. Upon the issuance of an amendment to a Letter of Credit, upon the reimbursement by Lxxxxx of a draft under any Letter of Credit, and otherwise as agreed by Bxxxxxxx and Issuer pursuant to the Letter of Credit Agreements, Borrower shall pay to Issuer or Lender fees determined in accordance with Issuer’s/Lxxxxx’s standard fees and charges at such time.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower for general corporate purposes of Borrower agreed to by Bank (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Fifteen Million Dollars ($500,000.0015,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-three hundred sixty five or three hundred sixty six (365365 or 366) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to more than three hundred sixty five or three hundred sixty six (365 or 366) days beyond the maturity date of the Line of Credit; provided further that if any Letter of Credit shall have an expiration date beyond the maturity date or termination date of the Line of Credit, Borrower shall, at least thirty (30) days prior to the earlier of the maturity date or termination date of the Line of Credit, cash collateralize the aggregate amount of all outstanding but undrawn Letters of Credit by depositing in a blocked, non-interest bearing deposit account of Borrower at Bank in the name of Bank and under the sole dominion and control of Bank cash in an aggregate amount equal to one hundred five percent (105%) of the maximum aggregate amount available to be drawn under all outstanding but undrawn Letters of Credit and if additional Letters of Credit become outstanding from and after the date of such deposit, Borrower shall immediately deposit additional cash collateral in an aggregate amount equal to one hundred five percent (105%) of the maximum aggregate amount available to be drawn under such additional Letters of Credit (all such cash deposits, deposit accounts and all balances therein, collectively, the “Letter of Credit Deposits”). Borrower hereby grants to (and subjects to the control of) Bank, and agrees to maintain, a first priority security interest in all Letter of Credit Deposits, and in all proceeds thereof, all as security for the obligations to which such cash collateral may be applied pursuant to this Agreement or the other Loan Documents. Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of cash collateral. Upon the drawing of any Letter of Credit that has been cash collateralized, unless such drawing has become an advance under the Line of Credit pursuant to the terms and conditions of this Agreement or has been repaid by Borrower in accordance with this Agreement, the funds held as cash collateral shall be applied (without any further action by or notice to or from Borrower or any guarantor hereunder) to repay Bank. At such time as the Letter of Credit Deposits exceed the sum of the maximum aggregate amount available to be drawn under all outstanding but undrawn Letters of Credit and the aggregate amount of all drawings under Letters of Credit honored by Bank and not repaid by Borrower, if no Event of Default (as defined herein) has occurred and is continuing, the amount of such excess shall, at the request of Borrower, be released to Borrower. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters Letters of credit Credit for the account of either Borrower (each, a “Letter of Credit” to finance inventory purchases and collectively, “Letters of Credit”)for other purposes acceptable to Bank; provided however, that the form and substance of each Letter of Credit shall be subject to approval by Bank, in its reasonable discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Ten Million Dollars ($500,000.0010,000,000). The form and substance of each In addition, Bank has issued the Xxxxxxx Letter of Credit shall be for the account of GCI in support of GCI's real estate lease obligations to Xxxxxxx-77, Ltd. in the face amount of $226,169.83, with an initial expiration date of February 13, 1997, which expiration date is subject to approval by Bankextension as provided therein and has been extended to February 13, 2000, and which Bank hereby acknowledges remains in its sole discretionfull force and effect as a Letter of Credit under this subfeature. Each Other than the Xxxxxxx Letter of Credit, each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided howeverthe Borrower thereunder, that and no Letter of Credit shall have an expiration date subsequent to the maturity date of more than one hundred eighty (180) days beyond the Line of CreditMaturity Date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Other than the Xxxxxxx Letter of Credit, each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereof. The Xxxxxxx Letter of Credit shall remain subject to the additional terms and conditions of the Xxxxxxx Letter of Credit Agreement. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower Borrowers in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower Borrowers shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by BorrowerBorrowers, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees Borrowers agree that Bank, in its sole discretion, may debit any demand deposit account maintained by either Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including December 11, 1998, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars the difference between ($500,000.00)a) the Line, minus (b) the aggregate unpaid principal amount of all Loans. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date expiry subsequent to December 11, 1998 or 366 or more days after the maturity issuance date; provided Borrower may request that Bank issue Letters of Credit having an expiry after December 11, 1998 or an expiry 366 or more days after the issuance date ("Extended Expiry LC"), if the undrawn amount of such Extended Expiry LC plus the aggregate undrawn amount of all other Extended Expiry LCs does not exceed an amount equal to the sum of (a) the amount of each Collateral Account plus (b) 95% of the Line cash value of Crediteach Collateral Policy. The actual undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any account maintained by Borrower Collateral Account or Borrower's deposit accounts with Bank or obtain all or any of the cash value of any Collateral Policy for the amount of such draft. If at any time prior to December 12, 1997 the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such drawingexcess, together with accrued, unpaid interest on the amount of such excess. If at any time after December 12, 1997 the aggregate undrawn amount of all Extended Expiry LCs exceeds the sum of (a) the amount of each Collateral Account, plus (b) 95% of the cash value of each Collateral Policy, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash equal to such excess. Letters of Credit shall be priced at a rate of 1.5% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit. Bank shall send to Borrower notice of Bank's election to pursue any remedy with respect to the Collateral Policy three days prior to enforcing such remedy.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause a branch, a subsidiary or an affiliate to issue standby letters of credit and sight commercial letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “"Subfeature Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Subfeature Letters of Credit shall not at any time exceed Five Hundred Thousand Ten Million Dollars ($500,000.0010,000,000.00). Bank shall have no obligation to issue a Subfeature Letter of Credit if (i) any order, judgment, or decree of any governmental authority or arbitrator shall, by its terms, purport to enjoin or restrain Bank from issuing such Subfeature Letter of Credit, or any law applicable to Bank or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over Bank shall prohibit or request that Bank refrain from the issuing of letters of credit generally or such Subfeature Letter of Credit in particular, or (ii) such Subfeature Letter of Credit would violate one or more policies of Bank applicable to letters of credit generally, or (iii) if amounts demanded to be paid under any Subfeature Letter of Credit will or may not be in United States Dollars. The form and substance of each Subfeature Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Subfeature Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-three hundred sixty five (365) days, as designated by Borrower; provided however, that no Subfeature Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Subfeature Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Subfeature Letter of Credit shall be subject to the additional terms and conditions of the Letter Bank's standard standby letter of Credit agreements, credit agreement or Bank’s standard commercial letter of credit agreement and all applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Subfeature Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. (i) As a subfeature under the Line of --------------------------- Credit, Bank Agent agrees from time to time during up to thirty (30) days prior to the term thereof Line Maturity Date, to issue sight commercial or cause an affiliate to issue standby letters of credit on behalf of all of the Lenders and for the account of Borrower (each, a “"Letter of --------- Credit” " and collectively, “the "Letters of Credit”"); provided provided, however, that the ------ ----------------- -------- ------- form and substance of each Letter of Credit shall be subject to approval by Agent, in its reasonable discretion; and provided further, however, that the ---------------- ------- aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars THREE MILLION AND NO/100 DOLLARS ($500,000.003,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided provided, -------- however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of ------- the Line of CreditMaturity Date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank Agent in connection with the issuance thereofthereof (each, a "Letter of --------- Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft ---------------- --------------------------- paid by Agent under a Letter of Credit shall be deemed an advance under the Line of Credit comprising a Prime Rate Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Credit Agreement applicable to such advances; provided provided, however, that if advances under the Line of Credit are is not available, -------- ------- for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Agent, then Borrower shall immediately pay to Bank the full amount drawnof such draft shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Agent to the date such amount is fully repaid paid by Borrower, at the variable rate of interest applicable to advances under the Line of CreditPrime Rate Loans. In such event event, Borrower agrees that BankAgent, in its at Agent's sole discretion, may debit any Borrower's deposit account maintained by Borrower with Bank Agent for the amount of any such drawingdraft. Outstanding Letters of Credit issued in connection with the 1997 Credit Agreement shall be deemed outstanding Letters of Credit under the Line of Credit.

Letter of Credit Subfeature. (i) As a subfeature under the Line of CreditRevolver, Bank agrees Lender may from time to time during the term thereof to in its sole and absolute discretion issue or cause an affiliate to issue standby letters Letters of credit Credit for the account of Borrower (eachBorrowers to finance Budgeted Expenses; provided, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Seven Million Dollars ($500,000.007,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, Lender in its sole discretion. Each new Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five ninety (36590) days, as designated by BorrowerBorrowers; provided provided, however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditTermination Date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit Revolver and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank Lender in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance a Revolver Loan under the Line of Credit Revolver and shall be repaid by Borrower Borrowers in accordance with the terms and conditions of this Agreement applicable to such advancesRevolver Loans; provided however, that if advances under the Line of Credit Revolver are not available, available for any reason, reason at the time any drawing is paid, then Borrower Borrowers shall immediately pay to Bank Lender the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by BorrowerBorrowers, at the rate of interest applicable to advances under the Line of CreditRevolver. In such event Borrower agrees Borrowers agree that BankLender, in its sole discretion, may debit the Cash Management Account, Collections Account or any other account maintained by Borrower Borrowers with Bank Lender for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby Standby letters of credit for the account of Borrower to finance inventory purchases (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit (denominated in an Approved Currency) for the account of Borrower (each, a “"Subfeature Letter of Credit” " and collectively, “"Subfeature Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters Line of Credit Exposure shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00)the Line of Credit Commitment Amount. The form and substance of each Subfeature Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Subfeature Letter of Credit shall be issued for a an initial term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no if Borrower requests that Bank issue a Subfeature Letter of Credit shall have an hereunder with a final expiration date subsequent to the maturity date of the Line of Credit, such Subfeature Letter of Credit shall provide for automatic renewals of the expiration date thereof (up to the final expiration date thereof, to be agreed upon by Bank and Borrower) subject to Bank’s right to prevent any such renewal from occurring by sending notice to that effect to the beneficiary not less than 60 days prior to the initial (or any extended) expiration date. The actual undrawn amount of all Subfeature Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Subfeature Letter of Credit shall be subject to the additional terms and conditions of the Standby Letter of Credit agreements, Agreement previously executed by Borrower and of applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Subfeature Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing. In the event that any Subfeature Letters of Credit remain outstanding on the maturity date of the Line of Credit (and the Line of Credit has not been renewed or extended), Borrower shall on demand by Bank deliver to Bank cash or cash equivalents acceptable to Bank, to be maintained in an account at Bank (including at its Cayman Islands Branch) to be maintained separate and apart from any account which secures the Letter of Credit Line (the “Line of Credit Cash Collateral Account”), in the aggregate Dollar Equivalent Amount then available to be drawn under such outstanding Subfeature Letter of Credit (plus the amount drawn and not yet reimbursed under Subfeature Letters of Credit) in which Bank is granted a possessory security interest of first priority.

Letter of Credit Subfeature. As (i) Subject to the terms and conditions of this Agreement, as a subfeature under the Line of Credit, Bank agrees Letter of Credit Issuer agrees, in reliance upon the agreements of Lenders in this Section 1.2, from time to time during up to and including the term thereof fifth Business Day prior to the Maturity Date to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters Letter of Credit Obligations shall not at any time exceed Five Hundred Thousand Twenty Million Dollars ($500,000.00). The form and substance of each 20,000,000.00) (the “Letter of Credit shall be subject Sublimit”), and to approval by Bankhonor drawings under the Letters of Credit; provided that, in its sole discretion. Each after giving effect to any issuance of any Letter of Credit, the extension of the expiry date thereof or the increase of the amount thereof: (A) the sum of (1) the Outstanding Amount of all Line of Credit Advances plus (2) the Outstanding Amount of all Letter of Credit Obligations shall be issued for a term not to exceed Three One Hundred Sixty-five Million Dollars (365$100,000,000.00); (B) days, as designated by Borrower; provided however, that no Letter the sum of Credit shall have an expiration date subsequent to (1) the maturity date aggregate Outstanding Amount of the Line of Credit. The actual undrawn amount Credit Advances of any Lender, plus (2) such Lender's Pro Rata Share multiplied by the Outstanding Amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit Obligations shall be subject to not exceed such Lender's Commitment; and (C) the additional terms and conditions Outstanding Amount of the Letter of Credit agreements, applications and any related documents required Obligations shall not exceed the Letter of Credit Sublimit. Each request by Bank in connection with Borrower for the issuance thereof. Each drawing paid under or amendment of a Letter of Credit shall be deemed an advance under to be a representation by Borrower that the Line request complies with the conditions set forth in the proviso to the preceding sentence, and Letter of Credit Issuer shall have no obligation to provide for any issuance of any Letter of Credit, the extension of the expiry date thereof or the increase of the amount thereof if any of the conditions set forth in the proviso to the preceding sentence are not satisfied. Within the foregoing limits, and shall be repaid by Borrower in accordance with subject to the terms and conditions of this Agreement applicable hereof, Borrower's ability to such advances; provided however, that if advances under the Line obtain Letters of Credit are not availableshall be fully revolving, for any reasonand, at accordingly, Borrower may, during the time any drawing is paidforegoing period, then Borrower obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall immediately pay be deemed to Bank have been issued pursuant hereto and, from and after the full amount drawnClosing Date, together with interest thereon from shall be subject to and governed by the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingterms and conditions hereof.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during up to and including the term thereof to Termination Date, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (eacheach such letter of credit and each letter of credit issued by Bank for the account of Borrower or one of its Subsidiaries under the Prior Agreement which is outstanding on the date hereof, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars the difference between ($500,000.00). The form and substance a) the Line, minus (b) the aggregate unpaid principal amount of each all Loans, minus (c) the amount of all drawings under any Letter of Credit shall be subject to approval by Bank, in its sole discretionfor which Bank has not been reimbursed. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date expiry subsequent to December 11, 2001 or 366 or more days after the maturity issuance date; provided Borrower may request that Bank issue Letters of Credit having an expiry after December 11, 2001 or an expiry 366 or more days after the issuance date ("Extended Expiry LC"), if (a) such Extended Expiry LC does not have an expiry subsequent to June 11, 2003, (b) the undrawn amount of such Extended Expiry LC plus the Line of Credit. The actual aggregate undrawn amount of all Letters other Extended Expiry LCs does not exceed $350,000 and (c) an amount equal to the undrawn amount of Credit shall be reserved under such Extended Expiry LC plus the Line aggregate undrawn amount of Credit and shall not be available for borrowings thereunderall other Extended Expiry LCs is on deposit in the Collateral Account. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided provided, however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any account maintained by Borrower Collateral Account or Borrower's deposit accounts with Bank for the amount of such draft. If at any time prior to the Termination Date the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such drawingexcess, together with accrued, unpaid interest on the amount of such excess. If at any time after the Termination Date the aggregate undrawn amount of all Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts, at Bank's request, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash up to, but not to exceed, the amount the aggregate undrawn amount of all the Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts at such time. Letters of Credit shall be priced at a rate of 1.50% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate of Bank to issue standby letters of credit for the account of Borrower to support the operations of Borrower and its Subsidiaries (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Ten Million Dollars ($500,000.0010,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-three hundred sixty five (365) days, including automatic 365-day renewals, as designated by Borrower; provided however, that no Letter of Credit shall have be issued with, nor shall Bank be required to renew or (if applicable) allow automatic renewal of any Letter of Credit so that it will have, an expiration date subsequent to the maturity date of the Line of CreditMaturity Date. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees may from time to time during the term thereof up to and including November 30, 1999, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance the amount available to Borrower under the Line of each Letter of Credit shall be subject to approval by Bank, in its sole discretionCredit. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) daysone year, as designated by Borrower; provided , provided, however, that no Letter of Credit shall have an expiration date subsequent more than ninety days after the Maturity Date, unless agreed to by Bank (in Bank's sole and absolute discretion) at the maturity date time of such Letter of Credit's issuance. The pricing and fees for any such Letter of Credit shall be at the Bank's standard rates at the time of the Line issuance of any Letter of Credit. The actual undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line of Credit; provided however, that if the Line of Credit is not available for any reason whatsoever, at the time any draft is paid by Bank, or if advances are not available under the Line of Credit are not available, for in such amount due to any reason, at the time any drawing is paidlimitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of Credit. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and/or sight commercial letters of credit denominated in Dollars and Alternative Currencies for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00"). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole reasonable discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. The amount reserved for each Alternative Currency denominated Letter of Credit shall be the most recent Dollar Equivalent Amount of such Letter of Credit as determined at least once each calendar week. Each Letter of Credit shall also be subject to the additional terms and conditions of the that certain Amended and Restated Letter of Credit agreementsAgreement dated as of the date hereof between Bank and Borrower (as the same may be amended from time to time the “LC Agreement”), applications each application for the issuance of a Letter of Credit (an “LC Application”), and any related documents required by Bank in connection with the issuance thereof. If the terms or conditions of the LC Agreement or any LC Application or any related document required by Bank in connection with the issuance of a Letter of Credit contradict any terms or conditions in this Agreement, the terms and conditions in this Agreement will control. Each drawing paid under a Letter of Credit by Bank shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided provided, however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawnso paid, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdrawing and such interest. Borrower hereby affirms its obligations to Bank in connection with standby letter of credit number NWS604166 previously issued by Bank for the account of Borrower and for the benefit of Pacific Employers Insurance Company and under the application for such letter of credit, which letter of credit is outstanding on the date hereof and shall be deemed included in the definition of Letter of Credit set forth herein and be subject to the terms hereof and the LC Agreement.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, --------------------------- Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower to finance inventory purchases (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, which forms shall be substantially as set forth in Exhibits B and C; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Four Million Dollars ($4,000,000.00). Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account the following demand deposit accounts maintained by Borrower with Bank for the amount of any such drawingdraft: 4038-148870, 4038-148953, 4038-148912, and 4038-148995, or if there are insufficient funds for such purpose in said accounts, any other demand deposit account maintained by Borrower with Bank.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Million Dollars ($5,000,000.00). Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) 365 days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to more than ninety (90) days beyond the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereof. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement letter applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower Xxxxxxxx agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit (the “Letters of Credit Sublimit”) plus (ii) the Credit Card Services Sublimit shall not at any time exceed Five Hundred Thousand Three Million Dollars ($500,000.003,000,000.00). For the avoidance of doubt, any outstanding standby letters of credit issued by Bank for the account of Borrower prior to the First Amendment Effective Date shall be considered Letters of Credit hereunder. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-three hundred sixty five (365) days, as designated by Borrower; provided however, that no if on the Line of Credit maturity date (or the effective date of any termination of this Agreement) there are any outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to at least one hundred five percent (105%) of the face amount of any such Letter of Credit shall have an expiration date subsequent Credit, plus all interest, fees and costs due or to become due in connection therewith to secure the maturity date of the Line obligations related to such Letter of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit issued by Bank or its affiliates for the account of Borrower shall not at any time exceed Five Hundred Thousand One Million Dollars ($500,000.001,000,000). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no if on the Maturity Date (or the effective date of any termination of this Agreement) there are any outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to at least one hundred five percent (105%) of the face amount of any such Letter of Credit shall have an expiration date subsequent Credit, plus all interest, fees and costs due or to become due in connection therewith to secure the maturity date of the Line obligations related to such Letter of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including December 11, 1998, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars the difference between ($500,000.00). The form and substance a) the Line, minus (b) the aggregate unpaid principal amount of each all Loans, minus (c) the amount of all drawings under any Letter of Credit shall be subject to approval by Bank, in its sole discretionfor which Bank has not been reimbursed. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no No Letter of Credit shall have an expiration date expiry subsequent to December 11, 1999 or 366 or more days after the maturity issuance date; provided Borrower may request that Bank issue Letters of Credit having an expiry after December 11, 1999 or an expiry 366 or more days after the issuance date ("Extended Expiry LC"), if the undrawn amount of such Extended Expiry LC plus the Line of Credit. The actual aggregate undrawn amount of all Letters other Extended Expiry LCs does not exceed an amount equal to the sum of Credit shall be reserved under (a) the Line amount of Credit and shall not be available for borrowings thereundereach Collateral Account plus (b) 95% of the cash value of each Collateral Policy. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any account maintained by Borrower Collateral Account or Borrower's deposit accounts with Bank or obtain all or any of the cash value of any Collateral Policy for the amount of such draft. If at any time prior to December 12, 1998 the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such drawingexcess, together with accrued, unpaid interest on the amount of such excess. If at any time after December 12, 1998 the aggregate undrawn amount of all Extended Expiry LCs exceeds the sum of (a) the amount of each Collateral Account, plus (b) 95% of the cash value of each Collateral Policy, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash equal to such excess. Letters of Credit shall be priced at a rate of 1.5% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit. Bank shall send to Borrower notice of Bank's election to pursue any remedy with respect to the Collateral Policy three days prior to enforcing such remedy.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue commercial or cause an affiliate to issue standby letters of credit for the account of Borrower to finance working capital requirements, capital expenditures and other corporate purposes (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Three Million Dollars ($3,000,000.00). Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) 365 days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower to finance working capital and/or commercial letters of credit for the account of Borrower to finance Borrower's inventory purchases (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand One Million Dollars ($500,000.001,000,000.00). , The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtythree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to more than ninety (90) days beyond the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line --------------------------- of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and sight commercial letters of credit for the account of Borrower PhotoWorks, Inc. to finance general working capital purposes and media costs (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Six Million Dollars ($6,000,000.00) for sight commercial letters of credit and Five Million Dollars ($5,000,000.00) for standby letters of credit. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five one hundred eighty (365180) days, as designated by BorrowerPhotoWorks, Inc.; provided however, that no sight commercial Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit and that no standby Letter of Credit shall have an expiration dated more than ninety (90) days beyond the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower PhotoWorks, Inc. in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower PhotoWorks, Inc. shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by BorrowerPhotoWorks, Inc., at the rate of interest applicable to advances under the Line of Credit. In such event Borrower PhotoWorks, Inc. agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft."

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed One Million Dollars ($1,000,000.00). Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixtyseven hundred-five twenty (365720) days, as designated by BorrowerXxxxxxxx; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements") . Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower Xxxxxxxx agrees that that' Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue be issued standby letters of credit for the account of Borrower (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”)") to provide credit support for Borrower's workmen's compensation obligations; provided howeverPROVIDED, HOWEVER, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and PROVIDED, FURTHER, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed One Million Six Hundred Thousand Dollars ($1,600,000.00). Each On March 31, 2002, any Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have with an expiration expiry date subsequent to the maturity date of the Line of CreditApril 30, 2002 shall be fully cash collateralized. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided howeverPROVIDED, HOWEVER, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including December 11, 1999, issue or cause an affiliate to issue standby letters of credit for the account of Borrower (eacheach such letter of credit and each letter of credit issued by the Bank for the account of Borrower or one of its Subsidiaries under the Prior Agreement which is outstanding on the date hereof, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars the difference between ($500,000.00)a) the Line, minus (b) the aggregate unpaid principal amount of all Loans, minus (c) the amount of all drawings under any Letter of Credit for which Bank has not been reimbursed. The form and substance of each No Letter of Credit shall be subject have an expiry subsequent to approval December 11, 2000 or 366 or more days after the issuance date; provided Borrower may request that Bank issue Letters of Credit having an expiry after December 11, 2000 or an expiry 366 or more days after the issuance date ("Extended Expiry LC"), if (a) the undrawn amount of such Extended Expiry LC plus the aggregate undrawn amount of all other Extended Expiry LCs does not exceed by more than $350,000 an amount equal to the aggregate amount on deposit in the Collateral Accounts (b) the undrawn amount of any single Extended Expiry LC does not exceed by more than $50,000 an amount equal to the aggregate amount on deposit in the Collateral Accounts, and (c) the aggregate undrawn amount of all Extended Expiry LCs having the same beneficiary does not exceed by more than $50,000 an amount equal to the aggregate amount on deposit in the Collateral Accounts; provided further, however, that Bank, in its sole discretion. Each Letter of Credit shall be issued , reserves the right to require the Borrower at any time to deliver to Bank, for deposit into a term Collateral Account, an amount in cash up to, but not to exceed Three Hundred Sixty-five (365) daysexceed, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of amount the Line of Credit. The actual aggregate undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunderExtended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts at such time. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided provided, however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any account maintained by Borrower Collateral Account or Borrower's deposit accounts with Bank for the amount of such draft. If at any time prior to the Termination Date the sum of (a) the aggregate unpaid principal of the Loans, plus (b) the aggregate undrawn amount of all outstanding Letters of Credit exceeds the Line, Borrower shall immediately pay to Bank the amount of such drawingexcess, together with accrued, unpaid interest on the amount of such excess. If at any time after the Termination Date the aggregate undrawn amount of all Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts, at Bank's request, Borrower shall immediately deliver to Bank, for deposit into a Collateral Account, an amount in cash up to, but not to exceed, the amount the aggregate undrawn amount of all the Extended Expiry LCs exceeds the aggregate amount on deposit in the Collateral Accounts at such time. Letters of Credit shall be priced at a rate of 1.00% per annum of the face amount of the Letter of Credit, which fee is due and payable on issuance of the Letters of Credit.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby sight commercial and usance commercial letters of credit for the account of Borrower and in favor of beneficiaries acceptable to Bank to finance transactions acceptable to Bank (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00); and provided further, that the aggregate undrawn amount of all outstanding usance commercial Letters of Credit plus the aggregate amount of all outstanding Acceptances (as defined in Section 1.1(c) below) shall not at any time exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00). Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five ninety (36590) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of CreditSeptember 1, 2001. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if the Line of Credit is not available, for any reason whatsoever, at the time any draft is paid by Bank, or if advances are not available under the Line of Credit are not available, for at such time due to any reason, at the time any drawing is paidlimitation on borrowings set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such draft shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the full amount of any such drawingdraft. Notwithstanding the foregoing, usance commercial Letters of Credit shall be issued only to finance the importation of goods into the United States, and shall contain such provisions and be issued in such manner as to satisfy Bank that any banker's acceptance created by Bank's acceptance of a draft thereunder shall be eligible for discount by a Federal Reserve Bank, will not result in a liability of Bank subject to reserve requirements under any law, regulation or administrative order, and will not cause Bank to violate any lending limit imposed upon Bank by any law, regulation or administrative order. Usance commercial Letters of Credit shall provide for drafts thereunder with terms which do not exceed the lesser of ninety (90) days or such other period of time as may be necessary for the acceptance created thereunder to be eligible for discount and otherwise comply with this Agreement; provided however, that no usance commercial Letter of Credit shall provide for drafts with a term which ends subsequent to September 1, 2001. The amount of each matured bankers' acceptance created by Bank's acceptance of a draft under a usance commercial Letter of Credit shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to Acceptances.

Letter of Credit Subfeature. As a subfeature under the Line of Creditthis Note, Bank agrees from time to time during the term thereof to issue or cause an affiliate hereof to issue standby letters of credit for the account of Borrower to finance Borrower's insurance deposits (each, a “"Letter of Credit” " and collectively, “"Letters of Credit”"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Hundred Thousand Dollars ($500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed $500,000.00. Each Letter of Credit shall be issued for a term not to exceed Three Hundred Sixty-five (365) 360 days, as designated by BorrowerXxxxxxxx; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Creditthis Note. The actual undrawn amount of all Letters of Credit shall be reserved under the Line of Credit this Note and shall not be available for borrowings thereunderhereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereof. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit this Note and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesNote; provided however, that if advances under the Line of Credit hereunder are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credithereunder. In such event Borrower event, Xxxxxxxx agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.