Common use of Revolving Line of Credit Clause in Contracts

Revolving Line of Credit. From time to time prior to the expiration of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to the terms and conditions set forth in this Agreement, make Revolving Loans to Borrower in such amounts as Borrower may request, provided that the aggregate principal amount of all Revolving Loans shall not exceed the lesser of the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this Agreement, Lender will make the proceeds of each such requested Revolving Loan advance available to Borrower on the day requested by transferring funds to Borrower's Operating Account or as otherwise instructed by Borrower. Lender shall not be obligated to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at the option of, and in the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy of Lender's books and records related to the Revolving Loans shall constitute prima facie evidence of the outstanding amount of Revolving Loans. The Revolving Loans will be due and payable upon the earlier of the occurrence of an Event of Default or the expiration of the Initial Term. Should an Overadvance exist, Borrower shall immediately make principal reduction payments of such excess to Lender as are required to reduce the outstanding balance of the Revolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of funds.

Revolving Line of Credit. From time to time prior to the expiration of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to On the terms and conditions hereinafter set forth in this Agreement------------------------ forth, each Bank agrees severally to make Revolving Loans Advances to the Borrower from time to time during the period beginning on the Effective Date and ending on the Maturity Date in such amounts as the Borrower may requestrequest up to an amount not to exceed, provided that in the aggregate principal amount of all outstanding at any time, the Revolving Loans shall not exceed the lesser Commitment. The obligation of the Revolving Advance Limit or Borrower hereunder shall be evidenced by this Agreement and the Borrowing BaseNotes issued in connection herewith, said Notes to be as described in Section 2.4 hereof. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions Notwithstanding any other provision of this Agreement, Lender will make the proceeds of each such requested Revolving Loan advance available no Advance shall be required to Borrower on the day requested by transferring funds to Borrower's Operating Account or as otherwise instructed by Borrower. Lender shall not be obligated to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at hereunder if any Event of Default (as hereinafter defined) has occurred and is continuing or if any event or condition has occurred or failed to occur which with the option ofpassage of time or service of notice, and in the Discretion ofor both, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy of Lender's books and records related to the Revolving Loans shall would constitute prima facie evidence of the outstanding amount of Revolving Loans. The Revolving Loans will be due and payable upon the earlier of the occurrence of an Event of Default Default. Each Advance under the Revolving Commitment shall be an aggregate amount of at least $100,000 or the expiration a whole number multiple thereof except an Advance of the Initial Termentire remaining unborrowed Revolving Commitment. Should an Overadvance existIrrespective of the face amount of the Notes, Borrower the Banks shall immediately make principal reduction payments of such never have the obligation to Advance any amount or amounts in excess to Lender as are required to reduce the outstanding balance of the Revolving Loans Commitment or to increase the Revolving Commitment. The total number of Tranches under the Revolving Commitment which may be outstanding at any time hereunder shall never exceed ten (10), whether such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transferTranches are Base Rate Loans, Borrower shall pay Lender an Electronic Payment Fee of $25.00LIBOR Loans, or such other amount as Lender shall customarily charge its a combination thereof. Within the limit of each Bank's Revolving Commitment, the Borrowers for may borrow, repay and reborrow under this Section 2 prior to the cost and expense of making electronic transfers of fundsMaturity Date.

Revolving Line of Credit. From time to time prior to the expiration of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject Subject to the terms and conditions set forth in herein, Lender agrees to lend to Borrower, on a revolving basis from time to time during the period commencing on the date hereof and continuing through the maturity date of the promissory note evidencing this AgreementCredit Facility from time to time, make Revolving Loans to Borrower in such amounts as Borrower may requestrequest hereunder; provided, provided that however, the aggregate total principal amount of all Revolving Loans outstanding at any time shall not exceed the lesser of (i) the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day Collateral Value of the proposed Eligible Installment Contracts (as defined below) or (ii) $3,000,000 (the “Revolving Loan advanceLine of Credit”). Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. If at any time the aggregate principal amount outstanding under the Revolving Line of this AgreementCredit shall exceed the Collateral Value of the Eligible Installment Contracts, Borrower agrees to immediately repay to Lender will make such excess amount, plus all accrued unpaid interest thereon. The initial advance under the Revolving Line of Credit shall be used to refinance a portion of the sums outstanding on the date hereof under the revolving line of credit under the Existing Loan Agreement (as defined below) and all subsequent advances under the Revolving Line of Credit shall be used to acquire Installment Contracts, for working capital of FCC (as defined below) and other general corporate purposes. Borrower shall immediately pay or cause to be paid to Lender the proceeds of each any Installment Contract sold or otherwise transferred, and with respect to any Eligible Installment Contract sold or otherwise transferred for less than its Collateral Value, Borrower shall immediately pay Lender the difference between the Collateral Value of such requested Revolving Loan advance available Eligible Installment Contract and the proceeds received from the sale or other transfer of such Eligible Installment Contract. In the event Borrower desires to substitute any Eligible Installment Contract (the “Replacement Contract”) for an Installment Contract previously delivered and purchased or contributed pursuant to the Securitization, Borrower shall provide notice of its intention to Lender and pay Lender the Collateral Value of the Replacement Contract. Upon receipt of the Collateral Value of the Replacement Contract, Lender shall execute such documents evidencing Lender’s release of its lien on the day requested Replacement Contract as Borrower may reasonably request. Upon notice from U.S. Bank (as defined below) that any Eligible Installment Contract delivered to U.S. Bank is not eligible for purchase under the Securitization (as defined below), Borrower and FCC shall deliver written notice to Lender of the documentation deficiencies noted by transferring funds U.S. Bank. If Lender determines in its reasonable discretion that such deficiencies materially impair such Eligible Installment Contract’s Collateral Value, Borrower will pay Lender the Collateral Value of such Eligible Installment Contract or cure such deficiency within fifteen days after notice by Lender to Borrower's Operating Account or as otherwise instructed . With respect to any sale by Borrower. Lender shall not be obligated to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at the option of, and in the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy FCC of Lender's books and records related an Installment Contract other than pursuant to the Revolving Loans shall constitute prima facie evidence of the outstanding amount of Revolving Loans. The Revolving Loans will be due and payable upon the earlier of Securitization, prior to the occurrence of an Event of Default or Default, upon delivery by Borrower of a transmittal request substantially in the expiration form attached hereto as Exhibit 1 (a “Transmittal Request”), Lender will execute and deliver a transmittal to the purchaser identified in the Transmittal Request in substantially the form of Exhibit 2 (a “Bailee Letter”) and direct U.S. Bank to deliver such Installment Contracts to the purchaser named in such Bailee Letter. All Installment Contracts delivered to any purchaser (other than a purchaser under the Securitization) shall be delivered under cover of a Bailee Letter, along with a copy of the Initial Termapplicable Transmittal Request. Should an Overadvance existBorrower and FCC shall cause all purchasers to pay all amounts payable (other than any such amount being loaned or contributed as capital by FCC to FCC Acceptance Corp. in connection with the Securitization) on account of the sale of Installment Contracts directly to Lender. Borrower will not be credited for any amount due from any purchaser (including any purchase under the Securitization) until Lender has actually received immediately available funds. FCC, Lender, U.S. Bank, FCC Acceptance Corp. and DZ Bank AG Deutsche Zentral - Genossenschaftsbank, Frankfurt Am Main (“DZ Bank”) have entered into a Letter Agreement dated as of May 30, 2003 (as from time to time amended, modified or restated, the “Letter Agreement”), regarding the delivery and sale of Installment Contracts by FCC pursuant to the Securitization. Borrower shall, and shall immediately make principal reduction payments of such excess cause FCC to, deliver to Lender (a) simultaneously with each delivery of Installment Contracts to U.S. Bank, a list of each Installment Contract so delivered, and (b) upon FCC’s receipt thereof, a copy of each notice from U.S. Bank as are required to reduce which delivered Installment Contracts will be eligible for purchase under the outstanding balance of the Revolving Loans such that no Overadvance existsSecuritization. For each Revolving Loan made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of funds.FIRST AMENDED AND RESTATED LOAN AGREEMENT 2 Rev. June ‘97

Revolving Line of Credit. From time (a) Lender agrees to time prior to open a committed revolving line of credit (the expiration "REVOLVING LINE OF CREDIT" or "REVOLVING CREDIT") in favor of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to the terms and conditions set forth in this Agreement, make Revolving Loans to Borrower in such amounts as Borrower may request, provided that the ------------------------- ---------------- maximum aggregate principal amount of all Revolving Loans shall not exceed Thirty-Five Million Dollars ($35,000,000) so that during the lesser period commencing on the date hereof and ending on the Termination Date or the earlier termination of the Revolving Line of Credit pursuant to Section 2.4 or Article 15 below, Borrower may borrow and repay and re-borrow Revolving Advances up to a maximum aggregate principal amount equal, in the aggregate, to Thirty-Five Million Dollars ($35,000,000); subject, ------- however, to the further requirement that at no time shall the aggregate ------- principal amount of Revolving Advances owing by Borrower under the Revolving Line of Credit exceed the Margin (such requirement being referred to herein as the "MARGIN REQUIREMENT"). If at any time hereafter the Margin Requirement is ------------------ not satisfied by Borrower, then Borrower agrees to repay im mediately the then principal balance of the Revolving Advances owing by it by that amount necessary to satisfy the Margin Requirement applicable to it. The Debt arising from the disbursement of any and all Revolving Advances shall be evidenced by the Revolving Note, which shall be executed and delivered by Borrower simultaneously herewith. Each request for a Revolving Advance Limit or the Borrowing Base. shall be made by Borrower to Lender in such manner as Lender may request from time to time Revolving Loan advances hereafter (including, without limitation, by submitting a signedtelephone or facsimile transmission), completed Borrowing Base Certificate to Lenderor, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day as Lender and Borrower, may mutually agree hereafter, by pre-approved automatic disbursement. Without limitation of the proposed Revolving Loan advance. Subject to preceding provi sions, the terms and conditions principal amount of this Agreement, Lender will make the proceeds of each such requested Revolving Loan advance available to Borrower on the day requested by transferring funds to Borrower's Operating Account or as otherwise instructed by Borrower. Lender shall not be obligated to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at the option of, and in the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy of Lender's books and records related to the Revolving Loans Note shall constitute prima facie evidence of the outstanding amount of Revolving Loans. The Revolving Loans will be due and payable upon from collections and other proceeds of Collateral in accordance with the provisions of Article 3 below and shall be due and payable in full on the Termination Date or on the date of any earlier of the occurrence of an Event of Default or the expiration of the Initial Term. Should an Overadvance exist, Borrower shall immediately make principal reduction payments of such excess to Lender as are required to reduce the outstanding balance termination of the Revolving Loans such that no Overadvance exists. For each Revolving Loan made Line of Credit pursuant to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, Section 2.4 or such other amount as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of fundsArticle 15 below.

Revolving Line of Credit. From time to time prior to the expiration of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to the terms and conditions set forth in this Agreement, make Revolving Loans to Borrower in such amounts as Borrower may request, provided that the aggregate principal amount of all Revolving Loans shall not exceed the lesser of the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this Agreement, each Lender will make the proceeds of each such requested Revolving Loan advance available to Borrower on the day requested by transferring funds to Borrower's Operating Account or as otherwise instructed by Borrower. Lender shall not be obligated agrees severally to make Revolving Loans Advances to Borrower from time to time from the date hereof to and including the Termination Date in an aggregate principal amount at any time outstanding up to but not exceeding such Lender’s Commitment; provided that the aggregate principal amount of all Revolving Advances of such Lender at any time shall not exceed such Lender’s Commitment at such time minus such Lender’s Pro Rata Share of the Letter of Credit Liabilities at such time; each and provided, further, that the aggregate principal amount of all Revolving Advance which is made under this Agreement will be made Advances at any time outstanding shall not exceed the option of, and in Combined Commitments at such time minus the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy sum of Lender's books and records related to (a) the Revolving Loans shall constitute prima facie evidence Letter of Credit Liabilities at such time plus (b) the aggregate principal amount of the outstanding amount Swing Loans at such time. Lenders shall have no obligation to make any Revolving Advance (other than a Revolving Advance to reimburse Issuing Bank for any draw on a Letter of Revolving Loans. The Revolving Loans will be due and payable upon Credit issued pursuant to the earlier of the occurrence of terms hereof) if an Event of Default or an Unmatured Event of Default has occurred and is continuing unless agreed to by Majority Lenders. The obligations of Lenders under the expiration Commitments are several and not joint. The failure of any Lender to make a Revolving Advance required to be made by it shall not relieve any other Lender of its obligation to make its Revolving Advance, and no Lender shall be responsible for the Initial Termfailure of any other Lender to make the Revolving Advance to be made by such other Lender. Should an Overadvance existSubject to the foregoing limitations, and the other terms and provisions of this Agreement, Borrower shall immediately make principal reduction payments of such excess to Lender as are required to reduce the outstanding balance of the may borrow, repay and reborrow Revolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of fundsAdvances hereunder.

Revolving Line of Credit. From time to time prior to The first credit facility under this Agreement is a committed revolving line of credit under which the expiration of the TermBank, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to the terms and conditions set forth in this Agreement, make Revolving Loans to Borrower in such amounts as Borrower may request, provided that the aggregate principal amount of all Revolving Loans shall not exceed the lesser of the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this AgreementAgreement and the other Loan Documents (as defined below), Lender will from time to time make advances to the proceeds Borrower and the Borrower may borrow, repay and reborrow until the Expiration Date, in an amount in the aggregate at any time outstanding not to exceed $15,000,000 (the “Line of each Credit”). The “Expiration Date” means October 31, 2015, or such requested Revolving Loan advance available later date as may be designated by the Bank by written notice to Borrower on the day requested by transferring funds to Borrower's Operating Account or as otherwise instructed by Borrower. Lender The obligation of the Borrower to repay the advances under the Line of Credit shall not be obligated to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at the option of, and in the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note of the Borrower (the “Line of Credit Note”). Advances under the Line of Credit will be used by the Borrower to refinance existing debt and for working capital and other general business purposes. The Borrower may request that the Bank, in lieu of cash advances under the Line of Credit, issue standby letters of credit (individually, each a copy “Letter of Lender's books Credit” and records collectively the “Letters of Credit”) having expiration dates not later than one year after the Expiration Date; provided, however, that if the expiration date for any Letter of Credit requested by the Borrower is later than the Expiration Date, the Borrower shall on or before the day ten (10) days prior to the Expiration Date deposit with the Bank as collateral for the Obligations (as hereinafter defined) related to each such Letter of Credit, cash or marketable securities (acceptable to the Revolving Loans Bank and margined in accordance with the Bank’s customary requirements) in an amount equal to 105% of the maximum amount available to be drawn at such time (determined without regard to whether any conditions to drawing could be met at such time) under each such Letter of Credit, and the Borrower hereby pledges to the Bank, and grants to the Bank a security interest in, all such cash and securities as security for the Obligations. The existing letters of Credit heretofore issued by the Bank and listed on the Addendum hereto (the “Existing Letters of Credit”) shall constitute prima facie evidence Letters of Credit for all purposes hereunder. The availability of advances under the Line of Credit shall be reduced by the face amount of each Letter of Credit issued and outstanding (whether or not drawn). Each payment by the Bank under a Letter of Credit shall in the Bank’s discretion constitute an advance of principal under the Line of Credit and shall be evidenced by the Line of Credit Note. The Letters of Credit shall be governed by the terms of this Agreement and by a reimbursement agreement, in form and content satisfactory to the Bank, executed by the Borrower in favor of the outstanding Bank (the “Reimbursement Agreement”). Each request for the issuance of a Letter of Credit must be accompanied by the Borrower’s execution of an application on the Bank’s standard forms (each, an “Application”), together with all supporting documentation. Each Letter of Credit will be issued in the Bank’s sole discretion and in a form acceptable to the Bank. The Borrower shall pay to the Bank fees on the face amount of Revolving Loans. The Revolving Loans will be due each Letter of Credit for the period from and payable upon excluding the earlier date of issuance of same to and including the date of expiration or termination, equal to the average daily face amount of each outstanding Letter of Credit (including, effective as of the occurrence date hereof, Existing Letters of Credit) multiplied by the Applicable Margin for LIBOR Loans (as hereinafter defined) (plus, if an Event of Default or exists, an additional three percent (3%) per annum), such fees to be calculated on the expiration basis of a 360-day year for the Initial Term. Should an Overadvance existactual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the Expiration Date, Borrower shall immediately make principal reduction payments of such excess to Lender as are required to reduce the outstanding balance of the Revolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or together with such other amount customary issuance fees, commissions and expenses therefor as Lender shall customarily charge its Borrowers be required by the Bank. This Agreement is not a pre-advice for the cost issuance of a letter of credit and expense of making electronic transfers of fundsis not irrevocable.

Revolving Line of Credit. From time to time prior to the expiration of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to the terms and conditions set forth in this Agreement, make Revolving Loans to Borrower in such amounts as Borrower may request, provided that the aggregate principal amount of all Revolving Loans shall not exceed the lesser of the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this Agreement, each Lender will make the proceeds of each such requested Revolving Loan advance available to Borrower on the day requested by transferring funds to Borrower's Operating Account or as otherwise instructed by Borrower. Lender shall not be obligated agrees severally to make Revolving Loans Advances to Borrower from time to time from the date hereof to and including the Termination Date in an aggregate principal amount at any time outstanding up to but not exceeding such Lender’s Commitment; provided that the aggregate principal amount of all Revolving Advances of such Lender at any time shall not exceed such Lender’s Commitment at such time minus such Lender’s Pro Rata Share of the Letter of Credit Liabilities at such time; each and provided, further, that the aggregate principal amount of all Revolving Advance which is made under this Agreement will be made Advances at any time outstanding shall not exceed the option of, and in Combined Commitments at such time minus the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy sum of Lender's books and records related to (a) the Revolving Loans shall constitute prima facie evidence Letter of Credit Liabilities at such time plus (b) the aggregate principal amount of the outstanding amount Swing Loans at such time. Lenders shall have no obligation to make any Revolving Advance (other than a Revolving Advance to reimburse Issuing Bank for any draw on a Letter of Revolving Loans. The Revolving Loans will be due and payable upon Credit issued pursuant to the earlier of the occurrence of terms hereof) if an Event of Default or the expiration an Unmatured Event of Default has occurred and is continuing unless agreed to by Majority Lenders. The obligations of the Initial TermLenders under the Commitments are several and not joint. Should an Overadvance existThe failure of any Lender to make a Revolving Advance required to be made by it shall not relieve any other Lender of its obligation to make its Revolving Advance, and no Lender shall be responsible for the failure of any other Lender to make the Revolving Advance to be made by such other Lender. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, Borrower shall immediately make principal reduction payments of such excess to Lender as are required to reduce the outstanding balance of the may borrow, repay and reborrow Revolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of fundsAdvances hereunder.

Revolving Line of Credit. From time Subject to time prior to the expiration all of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to the terms and conditions set forth in this AgreementAgreement and the other Loan Documents, the Lender shall make a revolving line of credit available for the Borrower's use from time to time on and after the Closing Date and until the Commitment Termination Date. Unless a Default or Event of Default exists or would result from the making of a Loan or the issuance of a Letter of Credit, pursuant to the Revolving Line of Credit, the Lender, upon the Borrower's request therefor, will make Loans and, subject to its sole and absolute discretion in each instance, cause the issuance of Letters of Credit for the account of the Borrower or any Subsidiary, on a revolving credit basis, in such amounts as Borrower may requestan aggregate amount at any one time outstanding not to exceed Thirteen Million Five Hundred Thousand Dollars ($13,500,000) minus all GT Mexico Loans then outstanding. If, provided that at any time or times, the aggregate principal amount of all Revolving revolving credit Loans, Letter of Credit Obligations and GT Mexico Loans shall not exceed exceeds the lesser Borrowing Base in effect at such time, whether by reason of a reduction in the Borrowing Base or otherwise, Borrower will immediately repay the amount of such Overadvance; provided, however, that if and to the extent that the Overadvance results from a reduction of the Revolving Advance Limit Borrowing Base caused solely by a change in the eligibility criteria with respect to Accounts and Inventory or Lender's establishing a reserve against the Borrowing Base, the Borrower shall have a ten (10) day grace period during which to either reduce the Obligations under the Revolving Line of Credit or increase the Collateral so as to completely eliminate the Overadvance. Borrower may request from time The failure to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the make such payment within one Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this Agreement, Lender will make the proceeds of each such requested Revolving Loan advance available to Borrower on the day requested by transferring funds to Borrower's Operating Account or as otherwise instructed by Borrower. Lender shall not be obligated to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at the option of, and in the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy of Lender's books and records related to the Revolving Loans shall constitute prima facie evidence of the outstanding amount of Revolving Loans. The Revolving Loans will be due and payable upon the earlier of following the occurrence of the Overadvance, or within such ten-day grace period, as the case may be, shall constitute an Event of Default under this Agreement. Nothing herein shall require or imply any obligation on the expiration part of the Initial Term. Should an Overadvance exist, Borrower shall immediately Lender to make principal reduction payments of such excess to Lender as are required to reduce the outstanding balance of the Revolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of fundsany Overadvance.

Revolving Line of Credit. From time to time prior to the expiration of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to the terms and conditions set forth in this Agreement, make Revolving Loans to Borrower in such amounts as Borrower may request, provided that the aggregate principal amount of all Revolving Loans shall not exceed the lesser of the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this Agreement, each Lender will make the proceeds of each such requested Revolving Loan advance available to Borrower on the day requested by transferring funds to Borrower's Operating Account or as otherwise instructed by Borrower. Lender shall not be obligated agrees severally to make Revolving Loans Advances to Borrower from time to time from the date hereof to and including the Termination Date in an aggregate principal amount at any time outstanding up to but not exceeding such Lender’s Commitment; provided that the aggregate principal amount of all Revolving Advances of such Lender at any time shall not exceed such Lender’s Commitment at such time minus such Lender’s Pro Rata Share of the Letter of Credit Liabilities at such time; each and provided, further, that the aggregate principal amount of all Revolving Advance which is made under this Agreement will be made Advances at any time outstanding shall not exceed the option of, and in Combined Commitments at such time minus the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy sum of Lender's books and records related to (a) the Revolving Loans shall constitute prima facie evidence Letter of Credit Liabilities at such time plus (b) the aggregate principal amount of the outstanding amount Swing Loans at such time. Lenders shall have no obligation to make any Revolving Advance (other than a Revolving Advance to reimburse Issuing Bank for any draw on a Letter of Revolving Loans. The Revolving Loans will be due and payable upon Credit issued pursuant to the earlier of terms hereof or to pay a Swing Loan extended pursuant to the occurrence of terms hereof) if an Event of Default or an Unmatured Event of Default has occurred and is continuing unless agreed to by Majority Lenders. The obligations of Lenders under the expiration Commitments are several and not joint. The failure of any Lender to make a Revolving Advance required to be made by it shall not relieve any other Lender of its obligation to make its Revolving Advance, and no Lender shall be responsible for the Initial Termfailure of any other Lender to make the Revolving Advance to be made by such other Lender. Should an Overadvance existSubject to the foregoing limitations, and the other terms and provisions of this Agreement, Borrower shall immediately make principal reduction payments of such excess to Lender as are required to reduce the outstanding balance of the may borrow, repay and reborrow Revolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of fundsAdvances hereunder.

Revolving Line of Credit. From time to time prior to FACILITY (the expiration “Revolving Line of Credit”) To a maximum amount of Seventeen Million and 00/100 Dollars ($17,000,000) a committed Revolving Line of Credit (the Term“Revolving Line of Credit Loan”) will be made available, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to the Available Amount, repayable in accordance with the terms and conditions set forth in hereof, with Loans made from time-to-time during the period from the date of this AgreementAgreement up to, make Revolving Loans to Borrower in such amounts as Borrower may requestbut not including, provided that the aggregate principal amount of all Revolving Loans shall not exceed the lesser date when demand is made for repayment of the Revolving Advance Limit Line of Credit on or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this Agreement, Lender will make the proceeds of each such requested Revolving Loan advance available to Borrower on the day requested by transferring funds to Borrower's Operating Account or as otherwise instructed by Borrower. Lender shall not be obligated to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at the option of, and in the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy of Lender's books and records related to the Revolving Loans shall constitute prima facie evidence of the outstanding amount of Revolving Loans. The Revolving Loans will be due and payable upon the earlier of after an the occurrence of an Event of Default or the expiration Termination Date, if earlier. Loans may be in any amount within the limits of the Initial Term. Should an Overadvance existAvailable Amount and within such limits, the Borrower may borrow and repay pursuant to Section 10.02, and re-borrow under this Section 2.01 on such terms and conditions as are contained herein, provided, however, at a time prior to the first request for borrowing under the Revolving Line of Credit, and at monthly intervals thereafter within thirty (30) days of month end, Borrower shall submit a Borrowing Base Certificate to Lender. Request for borrowings thereafter may be made from time-to-time by Borrower in the manner set forth immediately make principal reduction payments herein to the Available Amount in the previously tendered Borrowing Base Certificate. At such time as the full amount of such excess availability is borrowed, no further borrowings shall be requested without the filing of a subsequent Borrowing Base Certificate. Each Loan shall be made and maintained at the Lender’s Lending Office for such Loan. The Borrower shall pay interest to Lender as are required to reduce the Lender, which shall be calculated daily and payable monthly, in arrears, on the outstanding balance and unpaid principal amount of the Revolving Line of Credit Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount under this Agreement during the preceding month at a rate per annum as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of funds.follows:

Revolving Line of Credit. From time to time prior to the expiration of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to the terms and conditions set forth in this Agreement, make Revolving Loans to Borrower in such amounts as Borrower may request, provided that the aggregate principal amount of all Revolving Loans shall not exceed the lesser of the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this Agreement, each Lender will make agrees severally to extend a portion of the proceeds Revolving Line of each such requested Revolving Loan advance available Credit to Borrower on by making one or more Revolving Advances to Borrower from time to time from the day requested by transferring funds date hereof to Borrower's Operating Account or as otherwise instructed by Borrower. Lender and including the Termination Date Revolving Advances in an aggregate principal amount at any time outstanding up to but not exceeding such Lender’s Commitment-Revolving Advances; provided that the aggregate amount of all Revolving Advances at any time outstanding shall not be obligated exceed the lesser of (a) the Combined Commitments-Revolving Advances minus the Letter of Credit Liabilities or (b) the Borrowing Base minus the Letter of Credit Liabilities. Lenders shall have no obligation to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at the option of, and in the Discretion of, Lender. The (other than a Revolving Loans will not be evidenced by Advance to reimburse Issuing Bank for any draw on a promissory note and a copy Letter of Lender's books and records related Credit issued pursuant to the Revolving Loans shall constitute prima facie evidence of the outstanding amount of Revolving Loans. The Revolving Loans will be due and payable upon the earlier of the occurrence of terms hereof) if an Event of Default or a Bonding Default has occurred and is continuing. The obligations of Lenders under the expiration Commitments-Revolving Advances are several and not joint. The failure of any Lender to make a Revolving Advance required to be made by it shall not relieve any other Lender of its obligation to make its Revolving Advance, and no Lender shall be responsible for the Initial Termfailure of any other Lender to make the Revolving Advance to be made by such other Lender. Should an Overadvance existNo Lender shall ever be required to lend hereunder in excess of its legal lending limit. Subject to the foregoing limitations, and the other terms and provisions of this Agreement, Borrower shall immediately make principal reduction payments of such excess to Lender as are required to reduce the outstanding balance of the Revolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfermay borrow, Borrower shall pay Lender an Electronic Payment Fee of $25.00repay, or such other amount as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of fundsreborrow hereunder.

Revolving Line of Credit. From On the terms and conditions hereinafter ------------------------ set forth, each Bank agrees, severally, to make Advances to the Borrower from time to time prior during the Forbearance Periods in such amounts as the Borrower may request up to an amount not to exceed, in the aggregate principal amount outstanding at any time, the Revolving Commitment. The obligation of the Borrower pursuant to this Section 3.1 shall be evidenced by (i) this Agreement, (ii) the Base Revolving Notes and (iii) the Swing Line Note. Notwithstanding any other provision of this Agreement to the expiration of the Termcontrary, so long as an no Advance shall be required to be made hereunder if any Event of Default has not occurred and is continuing or if any event or condition has occurred or if failed to occur which with the passage of time or service of notice, or both, would constitute an Event of Default has occurredDefault. Each Advance under the Revolving Commitment shall be in an amount sufficient to pay checks issued and presented for payment on the Borrower's accounts. Irrespective of the face amount of the Forbearance Revolving Notes, such Event the Banks shall never have the obligation to Advance any amount or amounts in excess of Default has been timely remediedthe Available Commitment. Within the limit of each Bank's Revolving Commitment, Lender willthe Borrowers may borrow, in its Discretion repay and subject reborrow under this Section 3.1 prior to the terms and conditions set forth in this Agreementlast day of the applicable Forbearance Period; provided, make Revolving Loans to Borrower in such amounts as Borrower may requesthowever, provided that the aggregate principal amount sum of all Revolving Loans Advances shall not exceed the lesser of exceed, at any one time outstanding, the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this Agreement, Lender will make the proceeds of each such requested Revolving Loan advance available to Borrower on the day requested by transferring funds to Borrower's Operating Account or as otherwise instructed by Borrower. Lender shall not be obligated to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at the option of, and in the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy of Lender's books and records related to the Revolving Loans shall constitute prima facie evidence of the outstanding amount of Revolving Loans. The Revolving Loans will be due and payable upon the earlier of the occurrence of an Event of Default or the expiration of the Initial Term. Should an Overadvance exist, Borrower shall immediately make principal reduction payments of such excess to Lender as are required to reduce the outstanding balance of the Revolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of fundsCommitment.

Revolving Line of Credit. From time to time prior to the expiration of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to the terms and conditions set forth in this Agreement, make Revolving Loans to Borrower in such amounts as Borrower may request, provided that the aggregate principal amount of all Revolving Loans shall not exceed the lesser of the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this Agreement, from time to time from the Closing Date to the Business Day immediately prior to the Revolving Loan Maturity Date, each Lender will agrees, severally and not jointly, upon Borrower’s request in accordance with this Agreement, to make its Pro Rata Share of advances {each a “Revolving Loan.” and collectively, the proceeds “Revolving Loans”) to Borrower in an aggregate amount outstanding not to exceed at any one time the sum of $15,000,000.00 (the “Maximum Revolving Amount”). The Pro Rata Share of each such requested Lender in the Revolving Loans is as set forth in Schedule 1 hereto. If at any time or for any reason, the outstanding principal amount of the Revolving Loan advance available Account (as defined below) shall exceed the Maximum Revolving Amount, Borrower shall immediately pay to Borrower on Agent, for the day requested by transferring funds benefit of Lenders, in cash, the amount of such excess. Any commitment of Lenders, pursuant to Borrower's Operating Account or as otherwise instructed by Borrower. Lender shall not be obligated the terms of this Agreement, to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at the option of, and in the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy of Lender's books and records related shall expire one Business Day prior to the Revolving Loans Loan Maturity Date, subject to Lenders’ right to renew said commitment in their sole and absolute discretion at Borrower’s request. Any such renewal of said commitment shall constitute prima facie evidence not be binding upon Lenders unless it is in writing and signed by an officer of each Lender. Provided that no Event of Default has occurred and is continuing, all or any portion of the outstanding amount of Revolving Loans. The Revolving Loans will advanced by Lenders which are repaid by Borrower shall be due available for reborrowing in accordance with the terms hereof. Borrower promises to pay to Lenders the entire outstanding unpaid principal balance (and payable upon all accrued unpaid interest thereon) of the Revolving Loan Account on the earlier of the occurrence of an Event of Default date otherwise due under this Agreement or the expiration of the Initial Term. Should an Overadvance exist, Borrower shall immediately make principal reduction payments of such excess to Lender as are required to reduce the outstanding balance of the Revolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of fundsMaturity Date.

Revolving Line of Credit. From time to time prior to the expiration of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject Subject to the terms and conditions set forth in herein, Lender agrees to lend to Borrower, on a revolving basis from time to time during the period commencing on the date hereof and continuing through the maturity date of the promissory note evidencing this AgreementCredit Facility from time to time, make Revolving Loans to Borrower in such amounts as Borrower may requestrequest hereunder; provided, provided that however, the aggregate total principal amount of all Revolving Loans outstanding at any time shall not exceed the lesser of (i) the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day Collateral Value of the proposed Eligible Installment Contracts (as defined below) or (ii) $5,000,000 (the "Revolving Loan advanceLine of Credit"). Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. If at any time the aggregate principal amount outstanding under the Revolving Line of this AgreementCredit shall exceed the Collateral Value of the Eligible Installment Contracts, Borrower agrees to immediately repay to Lender will make such excess amount, plus all accrued unpaid interest thereon. The initial advance under the Revolving Line of Credit shall be used to refinance all sums outstanding on the date hereof under the Existing Loan Agreement (as defined below) and all subsequent advances under the Revolving Line of Credit shall be used to acquire Installment Contracts, for working capital of FCC (as defined below) and other general corporate purposes. Borrower shall immediately pay or cause to be paid to Lender the proceeds of each such requested Revolving Loan advance available to Borrower on the day requested by transferring funds to Borrower's Operating Account any Installment Contract sold or as otherwise instructed by Borrower. Lender shall not be obligated to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at the option oftransferred, and in the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy of Lender's books and records related with respect to the Revolving Loans shall constitute prima facie evidence of the outstanding amount of Revolving Loans. The Revolving Loans will be due and payable upon the earlier of the occurrence of an Event of Default any Eligible Installment Contract sold or the expiration of the Initial Term. Should an Overadvance existotherwise transferred for less than its Collateral Value, Borrower shall immediately make principal reduction payments pay Lender the difference between the Collateral Value of such excess Eligible Installment Contract and the proceeds received from the sale or other transfer of such Eligible Installment Contract. In the event Borrower desires to Lender as are required to reduce the outstanding balance of the Revolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of funds.substitute

Revolving Line of Credit. (a) From time and after the date of this Agreement to time prior to and including May 31, 2003, the expiration of Bank agrees, upon the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion terms and subject to the terms and conditions set forth in of this Agreement, make to lend to the Borrowers, and the Borrowers may from time to time borrow from the Bank and repay and reborrow, up to a maximum aggregate principal amount at any one time outstanding under the Revolving Loans to Borrower Line of Credit Note of $5,000,000. In no event will Advances be made at such times or in such amounts as Borrower may request, provided that the aggregate principal amount of all Revolving Loans shall not such Advances hereunder at any one time outstanding would exceed the lesser of the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. $5,000,000 and (Eastern timei) on the Business Day 80% of the proposed Revolving Loan advancethen Eligible Accounts, plus (ii) 50% of the then Eligible Inventory. Subject to the terms and conditions of this Agreement, Lender will make the proceeds of each such requested Revolving Loan advance available to Borrower on the day requested by transferring funds to Borrower's Operating Account or as otherwise instructed by Borrower. Lender shall not be obligated to make Revolving Loans to Borrower at any time; each Revolving Each Advance which is made under this Agreement will be made upon the written request or, at the option ofof the Bank, oral request, of the Borrowers to the Bank, which request shall, if written, be in the form of a Request for an Advance and, if oral, shall contain the same certification and information as a Request for an Advance and shall be confirmed by a facsimile of a Request for an Advance followed by the original thereof. All requests for Advances (and the facsimile concerning any oral Request for an Advance) shall be received by the Bank no later than 12:00 noon of the Business Day on which the Advance is to be made. To induce the Bank to accept oral requests for Advances, the Borrowers agree that the Bank may rely on instructions given by telephone by any person purporting to be authorized to act on behalf of the Borrowers , and the Borrowers agree to indemnify and hold harmless the Bank against all damages, losses, costs and expenses (including attorney's fees) arising out of or relating to the reliance by the Bank on any oral request for Advances. Provided the same is a Business Day, on the date of the requested Advance, upon satisfaction of the conditions specified in Article 5, the Bank shall make the amount of the Advance available to the Borrowers by crediting the proceeds thereof to the general deposit account in the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy name of Lender's books and records related to the Revolving Loans shall constitute prima facie evidence one or more of the outstanding amount Borrowers, as designated in writing by certificate signed by all of Revolving Loansthe Borrowers, in the Bank. The Revolving Loans will If the date of the requested Advance is not a Business Day, the Advance shall be due and payable made on the first Business Day thereafter, upon the earlier satisfaction of the occurrence of conditions specified in Article 5. No Advance shall be in an Event of Default or the expiration of the Initial Termamount less than $1,000. Should Not more than one request for an Overadvance exist, Borrower Advance shall immediately make principal reduction payments of such excess to Lender as are required to reduce the outstanding balance of the Revolving Loans such that no Overadvance exists. For each Revolving Loan be made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of fundson any day.

Revolving Line of Credit. From Subject to, and upon the terms, ------------------------ conditions, covenants and agreements contained herein, the Bank agrees to lend to the Company at any time, and from time to time, prior to the Termination Date, such amounts as the Company may request up to, but not exceeding, an aggregate principal amount at any one time outstanding of the lesser of the Line of Credit Commitment or the Loan Formula (the "Line of Credit"). Prior to the Termination Date, the Company may borrow, repay, and reborrow under the Line of Credit so long as the outstanding principal amount owing to the Bank under the Revolving Note (as hereinafter defined) at any one time outstanding does not exceed the lesser of (i) the Line of Credit Commitment or (ii) the Loan Formula. All loans under the Line of Credit shall be evidenced by the Company's promissory note payable to the order of the Bank, in substantially the form attached hereto as Exhibit F (the "Revolving Note"). The principal amount from --------- time to time prior outstanding on the Revolving Note shall bear interest during each day of the term of the loan evidenced thereby at a variable per annum rate equal to the expiration lesser of (i) the Basic Rate, as it varies, or (ii) the Maximum Rate, as it varies. Notwithstanding the foregoing, if at any time the Basic Rate shall exceed the Maximum Rate and thereafter the Basic Rate shall become less than the Maximum Rate, the rate of interest payable under the Revolving Note shall remain at the Maximum Rate until the Bank shall have received the amount of interest it otherwise would have received if the interest payable thereunder had not been limited by the Maximum Rate during the period of time the Basic Rate exceeded the Maximum Rate. All past due principal and interest, whether due as a result of acceleration of maturity or otherwise, shall bear interest at the Default Rate from the date payment thereof shall have become due until the same have been discharged fully by payment. All revolving loans made pursuant to this Section and all payments of principal with respect to all loans under the Line of Credit shall be evidenced by notations made by the Bank in its business records. The aggregate unpaid princi pal amount of advances reflected by the notations made in the Bank's business records shall be rebuttably presumptive evidence of the Termprincipal amount owing and unpaid on the Revolving Note. The principal of and interest to accrue on the Revolving Note shall be due and payable as follows: Interest to accrue on the Revolving Note shall be due and payable monthly as it accrues, so long as an Event with the first installment to be due and payable on January 31, 1993, and with a like installment of Default has not occurred all accrued but unpaid interest to be due and payable on or before the last day of each succeeding calendar month thereafter until the principal amount of the Revolving Note is paid in full; and the outstanding principal amount of the Revolving Note then outstanding shall be due and payable in full on the Termination Date. All renewals, extensions, modifications, increases, and rearrangements of the Revolving Note, if an Event of Default has occurredany, such Event of Default has been timely remediedshall be deemed to be made pursuant to this Agreement and, Lender willaccordingly, in its Discretion and shall be subject to the terms and conditions provisions hereof, and the Company shall be deemed to have ratified, as of such renewal, extension, modification, increase, or rearrangement date, all of the representations, warranties, covenants and agreements set forth in this Agreement, make Revolving Loans to Borrower in such amounts as Borrower may request, provided that the aggregate principal amount of all Revolving Loans shall not exceed the lesser of the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this Agreement, Lender will make the proceeds of each such requested Revolving Loan advance available to Borrower on the day requested by transferring funds to Borrower's Operating Account or as otherwise instructed by Borrower. Lender shall not be obligated to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at the option of, and in the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy of Lender's books and records related to the Revolving Loans shall constitute prima facie evidence of the outstanding amount of Revolving Loans. The Revolving Loans will be due and payable upon the earlier of the occurrence of an Event of Default or the expiration of the Initial Term. Should an Overadvance exist, Borrower shall immediately make principal reduction payments of such excess to Lender as are required to reduce the outstanding balance of the Revolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount as Lender shall customarily charge its Borrowers for the cost and expense of making electronic transfers of fundsherein.

Revolving Line of Credit. From time to time prior to the expiration of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to the terms and conditions set forth in this Agreement, make 2.1 (a). Revolving Loans to Borrower in such amounts as Borrower may request, provided that the aggregate principal amount of all Revolving Loans shall not exceed the lesser of the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advanceLoan(s). Subject to the terms and conditions of this Agreementhereinafter set forth, Lender will make loans to the proceeds Borrower (the "Revolving Loans"), in the sole discretion of Lender in each such requested instance, at the address of Lender set forth above in an aggregate principal amount not exceeding the lesser of (i) the Maximum Revolving Loan advance available Credit or (ii) the Borrowing Base then in effect on any Business Day prior to Borrower on the day requested by transferring funds first to Borrower's Operating Account occur of (i) the Revolving Loan Maturity Date or as otherwise instructed by Borrower. Lender shall not be obligated to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under (ii) the earlier termination of this Agreement will be made at pursuant to Section 8.1 of this Agreement in such amounts as the option of, and in the Discretion of, LenderBorrower may request. The Revolving Loans will not shall be evidenced by a promissory note and a copy of Lender's books and records related to the Revolving Loans shall constitute prima facie evidence Note of the Borrower, dated as of the date hereof. Provided no Events of Default beyond any applicable cure periods exist under this Agreement or the other Loan Documents, Borrower may from time to time, borrow, repay and re-borrow principal under the Revolving Note so long as the outstanding amount of Aggregate Revolving LoansLoans do not exceed the Maximum Revolving Loan Credit or the Borrowing Base then in effect. The Borrower may also request commercial and stand-by letters of credit under the Revolving Loan as more particularly set forth in Section 2.7 below, but in no event shall the sum of the Aggregate Revolving Loans will be and Letters of Credit exceed the lesser of the Maximum Revolving Loan Credit or the Borrowing Base. The Borrower shall repay in full all amounts due and payable under the Revolving Note upon the earlier first to occur of (i) the occurrence Revolving Loan Maturity Date (unless the same is extended by the Lender in its sole discretion) or (ii) an acceleration under Section 8.2 of this Agreement following an Event of Default beyond any applicable cure periods. The Borrower shall repay the Aggregate Revolving Loans in part from time to time in such principal amounts as may be necessary to ensure that the Aggregate Revolving Loans at no time exceed the lesser of the Maximum Credit or the expiration Borrowing Base then in effect. Notwithstanding that the definition of "Maximum Revolving Loan Credit" in Section 1.1, nothing contained in this Agreement shall be construed to obligate Lender to make any Revolving Loan after the Revolving Loan Maturity Date or earlier termination of this Agreement pursuant to Section 8.2; further, nothing herein shall be construed to obligate the Lender to make any Revolving Loan in excess of the Initial Term. Should an Overadvance exist, Borrower shall immediately make principal reduction payments of Borrowing Base; but in either such excess case the Lender may choose to Lender as are required to reduce the outstanding balance of the do so and all Revolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount as Lender shall customarily charge its Borrowers for in any event be secured by the cost and expense of making electronic transfers of fundsCollateral.

Revolving Line of Credit. From time to time prior to the expiration of the Term, so long as an Event of Default has not occurred or if an Event of Default has occurred, such Event of Default has been timely remedied, Lender will, in its Discretion and subject to the terms and conditions set forth in this Agreement, make Revolving Loans to Borrower in such amounts as Borrower may request, provided that the aggregate principal amount of all Revolving Loans shall not exceed the lesser of the Revolving Advance Limit or the Borrowing Base. Borrower may request from time to time Revolving Loan advances by submitting a signed, completed Borrowing Base Certificate to Lender, in each case given no later than 1:00 p.m. (Eastern time) on the Business Day of the proposed Revolving Loan advance. Subject to the terms and conditions of this Agreement, Lender will make from time to time from the proceeds of each such requested Closing Date to the Business Day immediately prior to the Revolving Loan advance available Maturity Date, Lender agrees, upon Borrower's request in accordance with this Agreement, to make advances (each a "Revolving Loan," and collectively, the "Revolving Loans") to Borrower on in an aggregate amount outstanding not to exceed at any one time the day requested sum of Thirty Million Dollars ($30,000,000.00) (the "Maximum Revolving Amount"). If at any time or for any reason, the outstanding principal amount of the Revolving Loans plus the face amount of all Letters of Credit (as defined below) issued by transferring funds Lender pursuant to Borrower's Operating Account this Agreement and outstanding shall exceed the Maximum Revolving Amount, Borrower shall immediately pay to Lender, in cash, the amount of such excess. Furthermore, if at any time or as otherwise instructed for any reason, the outstanding principal amount of the Revolving Loans plus the face amount of all Letters of Credit issued by BorrowerLender pursuant to this Agreement plus the outstanding principal amount of all overdrafts under the ACH/Daylight Overdraft Facility exceeds $100,000,000.00, Borrower shall immediately pay to Lender, in cash, the amount of such excess. Lender Borrower shall not be obligated request any Revolving Loan, Letter of Credit or overdraft from Lender which, if made, issued or allowed, would exceed the limits set forth in this paragraph. Any commitment of Lender, pursuant to the terms of this Agreement, to make Revolving Loans to Borrower at any time; each Revolving Advance which is made under this Agreement will be made at the option of, and in the Discretion of, Lender. The Revolving Loans will not be evidenced by a promissory note and a copy of Lender's books and records related shall expire one Business Day prior to the Revolving Loans Loan Maturity Date, subject to Lender's right to renew said commitment in its sole and absolute discretion at Borrower's request. Any such renewal of said commitment shall constitute prima facie evidence not be binding upon Lender unless it is in writing and signed by an officer of the outstanding amount of Revolving LoansLender. The Revolving Loans will be due and payable upon the earlier of the occurrence of an Provided that no Event of Default has occurred and is continuing, all or the expiration of the Initial Term. Should an Overadvance exist, Borrower shall immediately make principal reduction payments of such excess to Lender as are required to reduce the outstanding balance any portion of the Revolving Loans such that no Overadvance exists. For each Revolving Loan made to Borrower via wire transfer, advanced by Lender which are repaid by Borrower shall pay Lender an Electronic Payment Fee of $25.00, or such other amount as Lender shall customarily charge its Borrowers be available for reborrowing in accordance with the cost and expense of making electronic transfers of fundsterms hereof.