Common use of Term Loan Clause in Contracts

Term Loan. On the Closing Date, the Lenders then party to this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations.

Term Loan. On (i) Subject to the Closing Dateterms and conditions hereof, the Lenders then party Lender agrees to this Agreement made make (a) in a single draw on the Funding Date a term loans loan (the “Closing Date Term Loan”) to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Lender’s Closing Date Term Loan Commitment agrees and (severallyb) in a single draw on any Business Day requested by the Borrower in writing to the Agent following the Audited Financial Statements Approval Date, not jointly or jointly and severally) to make a delayed draw term loans to Borrower loan (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during which shall be part of the Term Loan hereunder, in the amount of the Lender’s Delayed Draw Term Loan Commitment. The obligations of each Lender hereunder shall be several and not joint. The Term Loan shall be evidenced by promissory notes substantially in the form of Exhibit 1.1(a) (each a “Term Note” and collectively the “Term Notes”), and, except as provided in Section 1.10, the Borrower shall execute and deliver the Term Notes to the applicable Lender. Each Term Note shall be dated the Funding Date, or in the case of the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan DrawLoan, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed date the Delayed Draw Term Loan Amount and (c) is made. The Term Notes shall represent the conditions precedent set forth obligation of the Borrower to pay the Lender’s Term Loan Commitment, together with interest thereon as prescribed in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects1.5. The aggregate principal amount of the Term Loan advanced to the Borrower shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date primary obligation of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute ObligationsBorrower.

Term Loan. On Subject to the terms and conditions of this Agreement, on the Closing DateDate each Lender with a Term Loan Commitment agrees (severally, the Lenders then party not jointly or jointly and severally) to this Agreement made make term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Closing Date Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans ) to Borrower in an amount equal to such Lender’s Pro Rata Share of the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Closing Date Term Loan”)Loan Amount. In addition, at subject to the election ofterms and conditions of this Agreement, and on a date or dates (each of which shall be a Business Day) identified by, Borrowerthe Delayed Draw Term Loan Funding Date, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during to Borrower in an amount equal to such Lender’s Pro Rata Share of the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2Amount; provided that (a) the aggregate principal amount of any such Delayed Term Loan shall be made in a single drawing and Borrower may only request one Delayed Draw shall not be less than $10,000,000Term Loan, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed date selected by Borrower as the Delayed Draw Term Loan Amount Funding Date shall be a date prior to the second anniversary of the Closing Date, and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each The Delayed Draw Term Loan Draw shall be made by a written request by an Authorized Person delivered to AgentAgent (such written request, the “Delayed Draw Term Loan Notice”) and shall specify the Delayed Draw Term Loan Amount and the Delayed Draw Term Loan Funding Date. Such notice The Delayed Draw Term Loan Notice must be received by Agent no later than 10:00 a.m. (California time) on the fifth Business Day prior to the date that is the requested funding date of the Delayed Draw Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the requestFunding Date. When funded, each the Delayed Draw Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respectsDocuments. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarterquarter (commencing December 31, 2010), each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization AmountAmount with a final installment of the unpaid balance on the Maturity Date. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations.

Term Loan. On the Closing Date, the Lenders then party Any Term Loan made as a result of any Term Loan Commitment provided for pursuant to this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 Section 2.15 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which any increase therein) shall be a Business Day) identified by, Borrower, made on the applicable Increase Effective Date and each Lender with which elects to provide or increase a Term Loan Commitment pursuant to Section 2.15 agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up Loans to the maximum Borrower in an aggregate amount set forth beside such Lender’s name on Schedule C-2; provided that equal to (a) the aggregate principal amount of with respect to any such Delayed existing Term Loan Draw shall not be less than $10,000,000Lender, the amount by which such Term Loan Lender's Term Loan Commitment increases on the applicable Increase Effective Date and (b) after giving effect with respect to any such Delayed new Term Loan DrawLender, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed new Lender's Term Loan DrawCommitment. At Agent’s electionThe Term Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit C-2 hereto (collectively, in lieu the "Term Notes"), dated as of delivering the above-described written request, any Authorized Person may give Agent telephonic notice making of such request Term Loan and completed with appropriate insertions. One Term Note shall be payable to the order of each Term Loan Lender in the principal amount equal to such Term Loan Lender's Term Loan Commitment or, if less, the outstanding amount of all Term Loans made by such Term Loan Lender, as set forth below. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, an appropriate notation on Administrative Agent's record reflecting the required timemaking of such Term Loan (or as the case may be) the receipt of such payment. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours The outstanding amount of the giving Term Loans set forth on Administrative Agent's record shall be prima facie evidence of such telephonic noticethe principal amount thereof owing and unpaid to each Term Loan Lender, but the failure to provide record, or any error in so recording, any such written confirmation amount on Administrative Agent's record shall not limit or otherwise affect the validity obligations of the request. When funded, each Delayed Borrower hereunder or under any Term Loan Draw shall become part of, and have all Note to make payments of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid or interest on the any Term Loan shall Note when due. Term Loans may be due and payable on the earlier Base Rate Loans or LIBOR Loans, as further provided herein. Letters of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute ObligationsCredit .

Term Loan. On the Closing Date, the Lenders then party to this Agreement made An existing term loans to Borrower loan in the original aggregate principal amount of $35,000,000 50,000,000 (such term loans, collectively, the “Original Existing Term Loan”). On ) was advanced to the Fourth Borrowers on May 15, 2015 and remains outstanding immediately prior to the Eighth Amendment Effective Date. Subject to the terms and conditions of this Agreement, on the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, Eighth Amendment Effective Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw convert, exchange and “cashless roll” its Pro Rata Share of the Existing Term Loan for an equivalent amount of new term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during to Borrowers, such that as of the Delayed Draw Funding Period in separate draws Eighth Amendment Effective Date (a) each such draw, Lender with a “Delayed Term Loan Draw”) up Commitment shall hold an amount equal to the maximum amount set forth beside such Lender’s name on Schedule C-2Pro Rata Share of the Term Loan Amount in accordance with this Agreement and (b) the entire amount of the Existing Term Loan shall be deemed repaid simultaneously with the borrowing of the Term Loan, with each Lender with a Term Loan Commitment hereby irrevocably agreeing to accept, in lieu of cash for the outstanding principal amount of its Existing Term Loan so prepaid, an equal principal amount of the Term Loan in accordance with this Agreement; provided that (ax) each such Lender with a Term Loan Commitment hereby waives its right to any compensation for Funding Losses pursuant to Section 2.12(b)(ii) of this Agreement with respect to the conversion, exchange and “cashless roll” of its portion of the Existing Term Loan; and (y) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000Borrowers agree to pay to the Agent, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the first interest payment date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), for the Term Loan pursuant to Section 2.12(a) (or otherwise, to the extent applicable, pursuant to Section 2.6(d)) following the Eighth Amendment Effective Date and for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal ratable benefit of the Lenders holding a portion of the Existing Term Loan, all accrued and unpaid interest on the Existing Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization AmountEighth Amendment Effective Date. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Term Loan made by it be evidenced by one or more promissory notes. In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan Commitments and Term Loan evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein.

Term Loan. On (i) The parties hereto agree that as of October 31, 2008, a portion of the Closing Date, the Lenders then party to this Agreement made term loans to Borrower in the aggregate outstanding principal amount of Revolving Loans equal to $35,000,000 (such 10,000,000 shall be converted into a separate term loans, collectively, loan issued by the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower Borrowers in the aggregate original principal amount of $10,000,000 (such additional term loans, collectivelyherein, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”evidenced by this Agreement and any promissory note executed under Section 2(c) up of this Agreement and shall be allocated ratably to the maximum amount set forth beside Lenders holding Revolving Loans as of such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any date. Simultaneously with such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Drawconversion, the aggregate original outstanding principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw Revolving Loans shall be made deemed to be reduced by a written request by an Authorized Person delivered to Agent$10,000,000. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date The obligation of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure Borrowers to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of repay the Term Loan shall be repaid in quarterly installments on joint and several and the last day of each fiscal quarterTerm Loan, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and together with all accrued and unpaid interest thereon, shall be repaid in full on the August 30, 2009 (“Scheduled Term Loan Maturity Date”) or earlier, if required to be repaid in accordance with clause (ii) below or Section 16 of this Agreement. The Term Loan shall at all times be due a Base Rate Loan and payable on shall bear interest in accordance with Section 4(a) of this Agreement. On or prior to the earlier of (i) the Scheduled Term Loan Maturity Date, and (ii) the date of the acceleration of Borrowers may repay the Term Loan in accordance full (but not in part), together with all accrued and unpaid interest thereon, from proceeds of Revolving Loans up to an amount such that Availability is not less than $2,000,000 after giving effect to such repayment (provided, that such $2,000,000 Availability level shall be deemed adjusted downward by the terms hereofamount of any additional availability blocks over $3,000,000 that are added pursuant to subsection 2(a)(v) but in no event shall such Availability level be less than $0). All If the outstanding principal of, interest on, and other amounts payable in respect amount of the Term Loan, together with accrued and unpaid interest thereon, is not paid on the Scheduled Term Loan shall constitute ObligationsMaturity Date (or such earlier date when due), Agent may make demand under that certain Corporate Guaranty executed in favor of Agent on October 31, 2008 (as amended, restated or reaffirmed from time to time, the “Corporate Guaranty”) in addition to any other rights and remedies Agent may exercise under this Agreement and the Other Agreements.

Term Loan. On the Closing Date, terms and subject to the Lenders then party to conditions set forth in this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election ofAgreement, and on provided there does not then exist a date Default or dates (each an Event of which shall be a Business Day) identified by, BorrowerDefault, each Lender with a Term Loan Commitment Commitment, severally and for itself alone, agrees (severally, not jointly or jointly and severally) to make delayed draw in Dollars such Lender’s Pro Rata Share of a term loans to Borrower loan (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during in one advance to the Delayed Draw Funding Period Borrower on the Closing Date in separate draws the aggregate amount of (each such draw, a “Delayed x) the Maximum Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that Facility minus (ay) the outstanding aggregate principal amount of any such Delayed the “Term Loan” (as defined in the Original Term Loan Draw shall not be less than $10,000,000Agreement) on the date hereof. As of the Closing Date, (bx) the outstanding aggregate principal amount of the “Term Loan” (as defined in the Original Term Loan Agreement) is equal to $48,009,165 and immediately after giving effect to any such Delayed Term Loan Drawadvance on the Closing Date, the DM3\7000734.9 outstanding aggregate original principal amount of the Delayed “Term Loan” (as defined in this Agreement) is equal to the Maximum Term Loan Draws shall not exceed Facility and (y) the Delayed Draw outstanding aggregate principal amount of the “Acquisition Loan” (as defined in the Original Term Loan Amount Agreement) is equal to $11,400,000 and immediately after giving effect to such advance on the Closing Date, the outstanding aggregate principal amount of the “Acquisition Loan” (c) as defined in the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Original Term Loan Draw Agreement) is equal to $0.00 and the “Acquisition Loan Commitment” (as defined in the Original Term Loan Agreement) shall be made by terminated; provided, however, on the Closing Date the Borrower shall make a written request by voluntary prepayment of the Loan in an Authorized Person delivered amount equal to Agent. Such notice must $700,000.00 (the “Closing Date Prepayment”), which amount shall be received by Administrative Agent no later than 10:00 a.m. (California time) on and applied by Administrative Agent against the Business Day prior outstanding principal balance of the Term Loan, and, notwithstanding anything to the date contrary contained herein, the Administrative Agent and Lenders hereby consent to the Closing Date Prepayment and waive any requirement that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request Prepayment Premium be required to be delivered by the required timeBorrower in connection with such Closing Date Prepayment for this specific instance only. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours Any amounts paid or applied to the principal balance of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. The payment obligations of the Borrower to the Lenders and Administrative Agent hereunder and under the other Loan Documents are and shall be secured by the Collateral joint and several as provided in all respectsSection 12.21 hereof. The principal of Each Lender’s obligation to fund the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each limited to such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration Lender’s Pro Rata Share of the Term Loan in accordance Commitment. The Term Loan Commitment shall automatically and permanently terminate concurrently with the terms hereof. All principal of, interest on, and other amounts payable in respect making of the Term Loan shall constitute Obligationson the Closing Date.

Term Loan. On Subject to the terms and conditions of this Agreement, (a) on the Closing Date, the Lenders then party to this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, Date each Lender with a Term Loan Commitment agrees made (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period to Borrowers in separate draws (each such drawan aggregate amount equal to $75,000,000, a “Delayed which Term Loan Draw”may be prepaid (in whole or in part) up and reborrowed in accordance with the terms of this Agreement, and (b) beginning on the First Amendment Effective Date and through December 31, 2019, to the maximum amount set forth beside such Lender’s name extent prepayments of the Term Loan are made on Schedule C-2; provided that (a) or prior to December 31, 2018, the aggregate principal amount prepaid on or prior to December 31, 2018 may be reborrowed in accordance with Section 2.2(c) in up to three (3) Borrowings (each such reborrowing, a “Redrawable Term Borrowing”), in minimum amounts of $10,000,000 each, on any such Delayed Business Day requested by the Borrower pursuant to Section 2.2, and each Lender with a Term Loan Draw shall Commitment agrees to make (severally, not be less than $10,000,000, jointly or jointly and severally) an amount equal to such Lender’s Pro Rata Share of the requested Borrowing (b) after giving effect to any so long as such Delayed amount will not cause the aggregate outstanding amount of such Lender’s portion of the Term Loan Draw, the aggregate original principal amount of the Delayed to exceed such Lender’s Term Loan Draws shall Commitment) by making such amount available to Agent in immediately available funds, to the deposit account of Agent identified on Schedule A-1, not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. 2:00 p.m. (California Chicago time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan DrawFunding Date. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), Each Borrowing under the Term Loan for all purposes hereunder and under may be made as Base Rate Loans or LIBOR Rate Loans, as requested by Borrowers in the other applicable Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization AmountNotice. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Term Loan made by it be evidenced by one or more promissory notes. In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan Commitments and Term Loan evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein.

Term Loan. On the Closing DateNovember 2, 2016, the Lenders then party to this Agreement made aggregate outstanding principal balance of all term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed previously extended by Lenders with Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that Commitment Percentages (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving as in effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan DrawSixth Amendment Effective Date) was $18,850,911.03. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may To give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal effect to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan Sixth Amendment, Borrowers shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable have made payments in respect of the Term Loan to cause the aggregate principal balance of the Term Loan to be $10,000,000.00. The Term Loan shall constitute Obligationsbe evidenced by one or more secured promissory notes (collectively, the “Term Note”) in substantially the form attached hereto as Exhibit 2.3(a) and based on the Term Loan Commitment Percentage of Lenders (as in effective on and after the Sixth Amendment Effective Date). The Term Loan may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan as a LIBOR Rate Loan or to convert any portion of the Term Loan from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply. Once repaid, the Term Loan may not be re-borrowed. The Term Loan shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: (a) commencing December 1, 2016, and continuing on the first Business Day of each and every calendar month thereafter, Borrowers shall pay to Agent equal monthly payments of principal in the aggregate amount of $166,667 (which amount has been agreed to by Borrowers and Lenders and based upon a five (5) year principal amortization schedule) and (b) the entire outstanding principal balance of this Term Loan, together with all accrued and unpaid interest, shall be due and payable in full, in cash, on the last day of the Term, if not sooner, by Borrowers.

Term Loan. On the Original Closing Date, the Lenders then a party to this the Credit Agreement on the Original Closing Date made term loans to Borrower Amcom in the aggregate principal amount of $35,000,000 14,000,000. On the Fourth Amendment Effective Date, the Lenders a party to the Credit Agreement on the Fourth Amendment Effective Date made additional term loans to Amcom in an amount equal to the Additional Term Loan Amount. On the Closing Date (before giving effect to the additional term loan described below to be made on the Closing Date) the aggregate outstanding principal balance of the term loan made on the Original Closing Date and the additional term loans made on the Fourth Amendment Effective Date was $27,750,000 (such term loans, collectively, the “Original Term Loan”). On Subject to the Fourth Amendment Effective terms and conditions of this Agreement, on the Closing Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw additional term loans to Borrower in an amount equal to such Lender’s Pro Rata Share of the Second Additional Term Loan Amount, which additional term loans shall be added to and become part of the Original Term Loan (such delayed draw the Original Term Loan, as increased by the additional term loansloans made on the Closing Date, collectively, the “Delayed Draw Term Loan”) during ). After making such additional term loans in the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed aggregate amount equal to the Second Additional Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan DrawAmount, the aggregate original outstanding principal amount balance of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects$42,500,000. The principal of the Term Loan shall be repaid quarterly as follows: a quarterly installment in the amount of $1,875,000 shall be paid on June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2012; a quarterly installments installment in the amount of $2,500,000 shall be paid on June 30, 2012, September 30, 2012, December 31, 2012 and March 31, 2013; and a quarterly installment in the amount of $1,875,000 shall be paid on June 30, 2013 and on the last day of each fiscal quartercalendar quarter thereafter until paid in full; provided, each such quarterly installment in an amount equal to that if not sooner paid, the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier earliest of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof, and (iii) the date of termination of this Agreement pursuant to Section 9.1(c). All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations.

Term Loan. On the Closing Date, the Lenders then party Any Term Loan made as a result of any Term Loan Commitment provided for pursuant to this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 Section 2.15 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which any increase therein) shall be a Business Day) identified by, Borrower, made on the applicable Increase Effective Date and each Lender with which elects to provide or increase a Term Loan Commitment pursuant to Section 2.15 agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up Loans to the maximum Borrower in an aggregate amount set forth beside such Lender’s name on Schedule C-2; provided that equal to (a) the aggregate principal amount of with respect to any such Delayed existing Term Loan Draw shall not be less than $10,000,000Lender, the amount by which such Term Loan Lender's Term Loan Commitment increases on the applicable Increase Effective Date and (b) after giving effect with respect to any such Delayed new Term Loan DrawLender, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed new Lender's Term Loan DrawCommitment. At Agent’s electionThe Term Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit C-2 hereto (collectively, in lieu the "Term Notes"), dated as of delivering the above-described written request, any Authorized Person may give Agent telephonic notice making of such request Term Loan and completed with appropriate insertions. One Term Note shall be payable to the order of each Term Loan Lender in the principal amount equal to such Term Loan Lender's Term Loan Commitment or, if less, the outstanding amount of all Term Loans made by such Term Loan Lender, as set forth below. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, an appropriate notation on Administrative Agent's record reflecting the required timemaking of such Term Loan (or as the case may be) the receipt of such payment. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours The outstanding amount of the giving Term Loans set forth on Administrative Agent's record shall be prima facie evidence of such telephonic noticethe principal amount thereof owing and unpaid to each Term Loan Lender, but the failure to provide record, or any error in so recording, any such written confirmation amount on Administrative Agent's record shall not limit or otherwise affect the validity obligations of the request. When funded, each Delayed Borrower hereunder or under any Term Loan Draw shall become part of, and have all Note to make payments of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid or interest on the any Term Loan shall Note when due. Term Loans may be due and payable on the earlier of (i) the Maturity DateBase Rate Loans or LIBOR Loans, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligationsas further provided herein.

Term Loan. On The Lender has made a term loan to the Closing DateBorrower before the date of the Sixth Amendment, the Lenders then party Borrower's obligations to this Agreement made term loans pay which are evidenced by the promissory note of the Borrower dated December 9, 1994, payable to Borrower the order of the Lender in the aggregate original principal amount of $35,000,000 1,784,800 (such the "Prior Term Loan A Note"). The Lender has made a second term loans, collectivelyloan to the Borrower before the date of the Sixth Amendment, the “Original Term Loan”). On Borrower's obligations to pay which are evidenced by the Fourth Amendment Effective Datepromissory note of the Borrower dated July 1, 1997, payable to the Lenders then party to this Agreement made additional term loans to Borrower order of the Lender in the aggregate original principal amount of $10,000,000 750,000 (such additional term loans, collectivelythe "Prior Term Loan B Note"). The Lender has made a capital expenditure loan to the Borrower before the date of the Sixth Amendment, the “Additional Term Loan”). In additionBorrower's obligations to pay which are evidenced by the promissory note of the Borrower dated December 20, at the election of1996, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up payable to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) order of the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, Lender in the aggregate original principal amount of $473,333 (the Delayed "Prior Capital Expenditure Loan Note"). As of March 11, 1998, the outstanding principal balances of the Prior Term Loan Draws shall not exceed A Note, the Delayed Draw Prior Term Loan Amount B Note and (c) the conditions precedent set forth in Section 3.2 shall have been satisfiedPrior Capital Expenditure Loan Note was $1,289,639.58. Each Delayed The Lender has committed to consolidate the Prior Term Loan Draw shall be made by A Note, the Prior Term Loan B Note and the Prior Capital Expenditure Loan Note and make a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior new term loan to the date that is Borrower as of the requested funding date of the Delayed Sixth Amendment (the "Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturityLoan"), the Borrower's obligations to pay which are evidenced by a promissory note of the Borrower dated March 12, 1998, payable to the order of the Lender in the original principal amount of $2,317,640 (the "Term Loan for all purposes hereunder and under Note"), substantially in the other Loan Documents form of Exhibit B to the Sixth Amendment and shall be secured by pursuant to the Collateral in all respectsCredit Agreement and the Security Documents as therein defined. The principal amount of the Term Loan shall be repaid payable in quarterly sixty (60) consecutive monthly installments of Thirty-Eight Thousand Five Hundred Dollars ($38,500), commencing on April 1, 1998, with a payment of all unpaid principal and other obligations on the last day earliest of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date termination of the acceleration of Revolving Credit Facility, demand by the Term Loan in accordance with Lender or the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute ObligationsTermination Date."

Term Loan. On Subject to the Closing Dateterms and conditions set forth herein, at any time on or after the Lenders then party Effective Date but prior to this Agreement made term loans July 11, 2016, each Term Lender severally agrees to Borrower in the aggregate principal amount of $35,000,000 make a loan (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during to the Delayed Draw Funding Period in separate draws (each such drawBorrower, a “Delayed which Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made in a single drawing by a written request by the Borrower, in an Authorized Person delivered amount up to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan DrawLender’s Term Commitment. At Agent’s election, in lieu of delivering Upon the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours earlier of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal making of the Term Loan or July 11, 2016, the Term Commitments of the Term Lenders shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amountterminated. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration Upon repayment or prepayment of the Term Loan as provided herein, no amount of the Term Loan may be re-borrowed. Whenever the Borrower desires that the Term Lenders make the Term Loan, the Borrower shall deliver to the Administrative Agent a fully executed and delivered Funding Notice no later than (x) 1:00 p.m. at least three (3) Business Days in advance of the proposed Credit Date in the case of an Adjusted LIBOR Rate Loan and (y) 1:00 p.m. at least one (1) Business Day in advance of the proposed Credit Date in the case of a Loan that is a Base Rate Loan. Except as otherwise provided herein, if the Funding Notice for the Term Loan is for Adjusted LIBOR Rate Loans same shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance with therewith. Notice of receipt of the terms hereof. All principal of, interest on, and other amounts payable Funding Notice in respect of the Term Loan, together with the amount of each Term Lender’s pro rata amount thereof, respectively, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Term Lender with reasonable promptness, but (provided the Administrative Agent shall have received such notice by 1:00 p.m.) not later than 4:00 p.m. on the same day as the Administrative Agent’s receipt of such notice from the Borrower. Each Term Lender shall make its pro rata amount of the requested Term Loan shall constitute Obligations.available to the Administrative Agent not later than 11:00 a.m. on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver

Term Loan. On the Closing Date, the Lenders then party to this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Each Lender with a Term Loan Commitment severally agrees (severally, not jointly or jointly and severally) to make delayed draw term loans advances (“Term Loan Advances”) to Borrower (such delayed draw term loans, collectively, through the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent Agent as set forth in Section 3.2 shall have been satisfied. Each Delayed 2.1.6), up to an aggregate principal amount not exceeding each such Lender’s Pro Rata Percentage of the Tranche A Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on Commitments and the Business Day prior to the date that is the requested funding date of the Delayed Tranche B Term Loan Draw specifying Commitments (respectively, the amount of such Delayed “Tranche A Term Loan Draw. At Agent’s election, in lieu of delivering Loan” and the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed “Tranche B Term Loan Draw shall become part ofLoan”, and have all of the terms and conditions applicable to (including without limitation in respect of pricingcollectively, repayments and maturity“Term Loan”), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance evidenced by and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan repayable in accordance with the terms hereofof Borrower’s promissory notes to each of the Lenders (“Term Notes”), the forms of which are attached as Exhibit 2B. Term Loan Advances shall be the lesser of (a) Fifty-six Million Eight Hundred Thousand Dollars ($56,800,000); or (b) Sixty-Five Percent (65%) of the appraised value of the ethanol production facility at Lakota, Iowa, currently owned and operated by Borrower, that is a part of the Property and is located at the Iowa Project Site. All As of the date of this Agreement, the outstanding principal ofbalance of the Tranche A Term Loan is $23,400,000 and the outstanding principal balance of the Tranche B Term Loan is $23,400,000. Subject to and in accordance with Construction Lending Protocol for the Iowa Project and subject to the other terms and conditions of this Agreement, interest onafter Completion of the Iowa Project, and other amounts payable but not later than February 15, 2006, additional Term Loan Advances shall be made to the Borrower in respect the aggregate amount of $10,000,000, constituting the remaining unadvanced portion of the Term Loan Commitment. Amounts representing Term Loan Advances that have been (or will in the future be) repaid by Borrower may not be reborrowed. As of the Closing Date, all outstanding Term Loan Advances under the Prior Loan Agreement shall constitute Obligationsbe deemed issued and outstanding under this Agreement and shall be evidenced by the Term Notes as if made hereunder.

Term Loan. On Subject to the terms and conditions of this Agreement, on the Closing Date, the Lenders then party to this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during to Borrowers in an amount equal to such Lender’s Pro Rata Share of the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up Amount by making the amount of such Lender’s Pro Rata Share of the Term Loan Amount available to Agent in immediately available funds, to the maximum amount set forth beside deposit account of Agent identified with such Lender’s name on Schedule C-2; provided that A-1, not later than 2:00 p.m. (aChicago time) on the aggregate principal amount of any such Delayed Closing Date. The Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, made on the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw Closing Date shall be made by as a written request by an Authorized Person LIBOR Rate Loan, so long as Boise Cascade has delivered a funding indemnity letter in form and substance satisfactory to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is three (3) Business Days prior to the requested funding date Closing Date. After Agent’s receipt of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal proceeds of the Term Loan Loan, Agent shall be repaid in quarterly installments make the proceeds thereof available to Borrowers on the last day of each fiscal quarter, each such quarterly installment in an amount Closing Date by transferring immediately available funds equal to such proceeds received by Agent to (or as directed by) the Quarterly Term Loan Amortization AmountBorrowers. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Term Loan made by it be evidenced by one or more promissory notes. In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan Commitments and Term Loan evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein.

Term Loan. On Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally agrees to make available to Borrower on the Closing Date, Date such Term Loan Lender's Term Loan Commitment Percentage of a term loan in Dollars (the Lenders then party to this Agreement made term loans to Borrower "Initial Term Loan") in the aggregate principal amount of ONE HUNDRED ELEVEN MILLION DOLLARS ($35,000,000 111,000,000) (the "Initial Term Loan Committed Amount") for the purposes hereinafter set forth. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Add-On Term Loan Lender severally agrees to make available to Borrower on the First Amendment Effective Date such Add-On Term Loan Lender's Add-On Term Loan Commitment Percentage of a term loansloan in Dollars (the "Add-On Term Loan", collectivelytogether with the Initial Term Loan, the “Original "Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower ") in the aggregate principal amount of FORTY-FIVE MILLION DOLLARS ($10,000,000 45,000,000) (such additional term loansthe "Add-On Term Loan Committed Amount", collectivelytogether with the Initial Term Loan Committed Amount, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a "Term Loan Commitment agrees (severally, not jointly or jointly and severallyCommitted Amount") to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, for the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed purposes hereinafter set forth. The Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrower may request; provided that (ai) on the aggregate principal amount of any such Delayed Closing Date and on the two Business Days following the Closing Date, the Initial Term Loan Draw shall not be less than $10,000,000bear interest at the Alternate Base Rate and (ii) on the First Amendment Effective Date and on the two Business Days following the First Amendment Effective Date, (b) after giving effect to any such Delayed the Add-On Term Loan Draw, shall bear interest at the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfiedAlternate Base Rate. Each Delayed Term Loan Draw LIBOR Rate Loans shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed each Term Loan Draw specifying the amount of such Delayed Term Loan DrawLender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be Amounts repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest or prepaid on the Term Loan shall may not be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligationsreborrowed.

Term Loan. On the Closing Date, the Lenders each Lender then a party to this Agreement severally made term loans (collectively, the “Closing Date Term Loan”) to Borrower in an amount equal to such Lender’s Pro Rata Share of the Closing Date Term Loan Amount. As of the date of the First Amendment (but prior to making any additional term loans described below), the outstanding principal balance of the Closing Date Term Loan was $19,000,000. On the Voxel Acquisition Closing Date, each Lender then a party to this Agreement severally made term loans to Borrower in an amount equal to the amount set forth opposite such Lender’s name on Schedule C-2 under the heading “First Amendment Term Loan Increase”; the aggregate principal amount of $35,000,000 (all such term loans, collectively, loans was $40,000,000 (the “Original First Amendment Term LoanLoan Increase”). On Subject to the terms and conditions of this Agreement, on the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a set forth on Schedule C-2 under the heading “Fourth Amendment Term Loan Commitment Increase” agrees (severally, not jointly or jointly and severally) to make delayed draw a term loans loan to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up an amount equal to the maximum amount set forth beside opposite such Lender’s name on Schedule C-2C-2 under the heading “Fourth Amendment Term Loan Increase”; provided that (a) the aggregate principal amount of any all such Delayed term loans to be $10,000,000 (the “Fourth Amendment Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the requestIncrease”). When funded, each Delayed the Fourth Amendment Term Loan Draw Increase shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and Documents. After making the Fourth Amendment Term Loan Increase on the Fourth Amendment Effective Date, the outstanding principal balance of the Term Loan shall be secured by the Collateral in all respects$67,250,000. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarterquarter (commencing September 30, 2012), each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization AmountAmount with a final installment of the unpaid balance on the Maturity Date. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations.

Term Loan. On the Closing Date, the Lenders then party to this Agreement each Lender, severally and not jointly, made a term loans loan to Borrower in amount equal to such Lender's then applicable Term Loan Commitment Percentage of the aggregate principal amount of $35,000,000 11,500,000 (such term loans, collectivelythe "Initial Term Loan"), the “Original Term Loan”proceeds of which were used by Borrower on the Closing Date to (i) purchase the Purchased FF&E identified on Annex C under the heading "Closing Date Purchased FF&E" (including the reimbursement to Borrower for certain payments made by Borrower prior to the Closing Date as part of the purchase price for certain Purchased FF&E in the amounts indicated on Annex C under the headings "Closing Date Purchased FF&E" - "Payments to Date"); and (ii) fund fees and expenses in connection therewith and with the closing of the Transactions. On Immediately prior to the Fourth effectiveness of the First Amendment on the First Amendment Effective Date, the Lenders then party outstanding principal balance of the Initial Term Loan was $11,500,000. Each Lender, severally and not jointly, agrees to this Agreement made additional and shall make a term loans loan to Borrower on the First Amendment Effective Date in the amount equal to such Lender's Term Loan Commitment Percentage as of the First Amendment Effective Date of the aggregate principal amount of $10,000,000 5,000,000 (such additional term loans, collectively, the “Additional "First Amendment Term Loan”). In addition, at "; the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a First Amendment Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectivelytogether with the Initial Term Loan, the “Delayed Draw "Term Loan”") during such that immediately after the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) funding thereof the aggregate outstanding principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal balance of the Term Loan shall be repaid in quarterly installments $16,500,000, the proceeds of which will be used by Borrower (i) on the last day First Amendment Effective Date, to purchase the Purchased FF&E identified on Annex C under the heading "First Amendment Effective Date Purchased FF&E" and to fund fees and expenses in connection therewith and with the closing of each fiscal quarterthe First Amendment Transactions; and (ii) after the First Amendment Effective Date and prior to the Walnut Creek Opening Date, each to purchase Eligible FF&E constituting FF&E Collateral identified on Annex B and the FF&E Purchase Notice applicable thereto and to fund fees and expenses in connection therewith. No Lender shall have any obligation to fund any portion of the First Amendment Term Loan required to be funded by any other Lender but not so funded. Borrower shall have no right to reborrow any portion of the Term Loan which is repaid or prepaid from time to time. At a Lender's request, the Term Loan of such quarterly installment Lender shall be evidenced by one or more Term Notes in the form attached hereto as Exhibit 2.1, with appropriate insertions, payable to the order of such Lender (or its registered assigns) in an aggregate face principal amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier amount of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligationssuch Xxxxxx's Loan.

Term Loan. On Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Term Loan Lender severally agrees to make available to Borrower on the Closing Date, Date such Term Loan Lender's Term Loan Commitment Percentage of a term loan in Dollars (the Lenders then party to this Agreement made term loans to Borrower "Initial Term Loan") in the aggregate principal amount of ONE HUNDRED ELEVEN MILLION DOLLARS ($35,000,000 111,000,000) (the "Initial Term Loan Committed Amount") for the purposes hereinafter set forth. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Add-On Term Loan Lender severally agrees to make available to Borrower on the First Amendment Effective Date such Add-On Term Loan Lender's Add-On Term Loan Commitment Percentage of a term loans, collectively, loan in Dollars (the “Original "Add-On Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower ") in the aggregate principal amount of FORTY-FIVE MILLION DOLLARS ($10,000,000 45,000,000) (such additional term loans, collectively, the “Additional "Add-On Term Loan”)Loan Committed Amount") for the purposes hereinafter set forth. In addition, at Subject to the election of, terms and on a date or dates (each of which shall be a Business Day) identified by, Borrowerconditions hereof and in reliance upon the representations and warranties set forth herein, each Second Add-On Term Loan Lender with a severally agrees to make available to Borrower on the Third Amendment Effective Date such Second Add-On Term Loan Lender's Second Add-On Term Loan Commitment agrees Percentage of a term loan in Dollars (severallythe "Second Add-On Term Loan", not jointly or jointly together with the Initial Term Loan and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectivelythe Add-On Term Loan, the “Delayed Draw "Term Loan”") during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed FIFTEEN MILLION DOLLARS ($15,000,000) (the "Second Add-On Term Loan Draw shall not be less than $10,000,000Committed Amount", (b) after giving effect to any such Delayed together with the Initial Term Loan DrawCommitted Amount and the Add-On Term Loan Committed Amount, the aggregate original principal amount of the Delayed "Term Loan Draws shall not exceed Committed Amount") for the Delayed Draw purposes hereinafter set forth. The Term Loan Amount may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrower may request; provided that on the Third Amendment Effective Date and (c) on the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed two Business Days following the Third Amendment Effective Date, the Second Add-On Term Loan Draw shall bear interest at the Alternate Base Rate. LIBOR Rate Loans shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed each Term Loan Draw specifying the amount of such Delayed Term Loan DrawLender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be Amounts repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest or prepaid on the Term Loan shall may not be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligationsreborrowed.

Term Loan. On (a) Subject to the terms and conditions of this Agreement, (i) during the period from the Closing DateDate through August 31, the Lenders then party to this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower2009, each Lender with a Delayed Draw Term Loan 1 Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “"Delayed Draw Term Loan”Loan 1") during the Delayed Draw Funding Period to Borrowers in separate draws (each such draw, a “Delayed Term Loan Draw”) up an amount equal to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount 's Pro Rata Share of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan 1 Amount, (ii) during the period from the date that the Delayed Drawn Term Loan 1 is made through August 31, 2009, each Lender with a Delayed Draw Term Loan 2 Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the "Delayed Draw Term Loan 2") to Borrowers in an amount equal to such Lender's Pro Rata Share of the Delayed Draw Term Loan 2 Amount and (ciii) during the conditions precedent set forth in Section 3.2 shall have been satisfied. Each period from the Closing Date through August 31, 2009, each Lender with a Delayed Draw Term Loan 3 Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the "Delayed Draw shall be made by a written request by Term Loan 3" and together with the Delayed Draw Term Loan 1 and the Delayed Draw Term Loan 2, the "Term Loan") to Borrowers in an Authorized Person delivered amount equal to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date such Lender's Pro Rata Share of the Delayed Draw Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects3 Amount. The principal of the Term Loan shall be repaid in consecutive quarterly installments installments, each in principal amount equal to $500,000 on the last first day of each fiscal calendar quarter, each such quarterly installment in an amount equal commencing on the later of (A) the first day of the first fiscal quarter following the date on which the Delayed Draw Term Loan 1 or Delayed Draw Term Loan 3 is made and (B) July 1, 2009. Each of the Delayed Draw Term Loan 1, the Delayed Draw Term Loan 2 and the Delayed Draw Term Loan 3 shall be available to the Quarterly Term Loan Amortization AmountBorrowers in a single drawing, upon not less than three (3) Business Days' written notice to Agent. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i1) the Maturity Date, and (ii2) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations.

Term Loan. (i) On the Existing Closing Date and on August 9, 2010, the Cdn. Term Lenders made term loans denominated in Canadian Dollars (collectively, the "Cdn. Term Loan") to Lower Lakes. Lower Lakes acknowledges and agrees that, immediately prior to the effectiveness of this Agreement, the aggregate outstanding principal balance of the "Cdn. Term Loan" under the Existing Credit Agreement is Cdn. $56,132,667.04, which amount shall be deemed to have been, and hereby is, on the Restatement Closing Date, converted into the Lenders then party to this Agreement made term loans to Borrower outstanding principal balance of the Cdn. Term Loan hereunder, without constituting a novation. The Cdn. Term Loan shall be evidenced by promissory notes substantially in the aggregate principal amount form of $35,000,000 Exhibit 1.1(b) (such term loanseach, a "Cdn. Term Note" and, collectively, the “Original "Cdn. Term Loan”Notes"), and, except as provided in Section 1.12, Lower Lakes shall execute and deliver each Cdn. On Term Note to the Fourth Amendment Effective Date, applicable Cdn. Term Lender. Each Cdn. Term Lender that holds a portion of the Lenders then party Existing Cdn. Term Loan under the Existing Credit Agreement that is converted into a portion of the Cdn. Term Loan hereunder pursuant to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which preceding sentence shall be a Business Day) identified by, Borrower, each Lender with a deemed to have satisfied all of its Cdn. Term Loan Commitment agrees (severally, not jointly or jointly and severally) funding obligations hereunder to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during extent the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Existing Cdn. Term Loan Draw”) up held by such Cdn. Term Lender under the Existing Credit Agreement is converted to outstanding principal under the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Cdn. Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereofforegoing provisions of this Section 1.1(b) (subject to paragraphs (ii) and (iii) below). Each Cdn. Term Note shall represent the obligation of Lower Lakes to pay the amount of the applicable Cdn. Term Lender's Cdn. Term Loan Commitment, together with interest thereon as prescribed in Section 1.5. All principal of, interest on, and other amounts payable in respect Cdn. Term Notes issued under the Existing Credit Agreement shall be deemed replaced as of the Term Loan shall constitute Restatement Closing Date with the notes issued pursuant to this Agreement (without effecting a novation with respect to any "Obligations" as defined in the Existing Credit Agreement).

Term Loan. On Subject to the Closing Dateterms and --------- provisions of this Agreement, at any time prior to the Lenders then party Revolving Loan Termination Date and upon fulfillment of all the conditions precedent to this Agreement made any Loans under Section 4 hereof, Borrower may elect by --------- notice in writing to Agent and Lenders, to convert all, or a portion of the outstanding principal balance of the Revolving Loans to term loans for a term commencing on the Conversion Date and ending not later than December 30, 2002, and each of the Lenders, severally and not jointly, agree to make a term loan to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a its Term Loan Commitment agrees Percentage of the outstanding principal balance of the Revolving Loans being converted, but in no event more than its Term Loan Commitment (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw each a "Term Loan”) during " and collectively the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed "Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) Loans"). At no time shall the aggregate principal amount sum of any such Delayed all Revolving and Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, Loans outstanding exceed the Maximum Facility and the aggregate original principal amount sum of the Delayed all Revolving Loans converted to Term Loan Draws Loans shall not exceed $100,000,000. The portion of the Delayed Draw Revolving Loans designated for conversion in Borrower's notice to Agent and Lenders shall convert into the Term Loan Amount Loans upon the fifth (5th) Business Day following the date of notice to convert from Borrower to Agent and Lenders (c) "Conversion Date"), which notice shall specify the conditions precedent set forth in Section 3.2 shall have been satisfiedterm elected by Borrower. Each Delayed The Term Loan Draw Loans shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part ofevidenced by, and have all of the terms and conditions applicable to (including without limitation repayable in respect of pricing, repayments and maturity)accordance with, the Term Loan Notes substantially in the form of Exhibit 2.2 ----------- ("Term Loan Notes") providing for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal repayment of the Term Loan shall be repaid outstanding principal balance thereof in equal quarterly installments on based upon the last day term elected by Borrower, with a final payment of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The all outstanding unpaid principal balance and all accrued and unpaid interest on the expiration of the term selected by Borrower, but in no event later than December 30, 2002 ("Term Loan Termination Date"). Borrower shall be due execute and payable on the earlier of (i) the Maturity Datedeliver a Term Loan Note to each Lender for its Term Loan, and (ii) the date dated as of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations.Conversion Date,

Term Loan. On (a) Subject to the Closing terms and conditions set forth in this Agreement, on the Third Amendment Effective Date, each Lender shall make to (i) the Lenders then party to this Agreement made US Borrower a term loans to Borrower loan in the aggregate principal amount equal to its Pro Rata share of Five Million Dollars ($35,000,000 5,000,000) (such term loans, collectively, the “Original Tranche A Term Loan”). On , (ii) the Fourth US Borrower (X) a term loan in the principal amount equal to its Pro Rata share of Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000) (the “Original Tranche B U.S. Term Loan”) and (Y) on the Second Amendment Effective Date, the Lenders then party to this Agreement made additional a term loans to Borrower loan in the aggregate principal amount equal to its Pro Rata share of Two Million Five Hundred Thousand Dollars ($10,000,000 2,500,000) (such additional term loans, collectivelythe “Second Amendment Tranche B U.S. Term Loan” and together with the Original Tranche B U.S. Term Loan, the “Additional Tranche B U.S. Term Loan”). In addition, at the election of, and on (iii) the Canadian Borrower a date or dates term loan in the principal amount equal to its Pro Rata share of Five Hundred Thousand Dollars (each of which shall be a Business Day$500,000) identified by(the “Tranche B Canadian Term Loan” and, Borrower, each Lender together with a the Tranche B U.S. Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectivelyLoan, the “Delayed Draw Tranche B Term Loan” and such Tranche B Term Loan together with the Tranche A Term Loan, collectively the “Term Loan”) during ), provided that, in no event shall the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed aggregate Term Loan Draw”) up to the maximum amount set forth beside made by any Lender exceed such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfiedCommitment. Each Delayed Term Loan Draw The Commitments shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on terminated upon the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan (other than the Second Amendment Tranche B U.S. Term Loan) on the Third Amendment Effective Date, and the Commitment for the Second Amendment Tranche B U.S. Term Loan shall be repaid in quarterly installments terminated upon the funding of the Second Amendment Tranche B U.S. Term Loan on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Second Amendment Effective Date. The Term Loan Amortization Amountis not a revolving credit facility and may not be repaid and redrawn and any repayments or prepayments of principal on the Term Loan shall permanently reduce the Term Loan. The outstanding obligations of the Lenders hereunder are several and not joint or joint and several. Each Borrower irrevocably authorizes the Administrative Agent and the Lenders to disburse the proceeds of the Term Loan (other than the Second Amendment Tranche B U.S. Term Loan) on the Third Amendment Effective Date, and the Second Amendment Tranche B U.S. Term Loan on the Second Amendment Effective Date, in each case in accordance with the terms of this Agreement. The entire unpaid principal balance of the Term Loan (other than the Second Amendment Tranche B U.S. Term Loan) shall be due and all accrued and unpaid interest payable on the Termination Date, and any remaining outstanding amounts of the Second Amendment Tranche B U.S. Term Loan shall be due and payable on the earlier Second Amendment Tranche B U.S. Term Loan Termination Date.. For the avoidance of (i) doubt, as of the Maturity Fourth Amendment Effective Date, and (ii) the date of the acceleration of the Tranche A Term Loan Loans have been paid in accordance with the terms hereof. All principal of, interest onfull, and other amounts payable any Lender’s Commitment in respect of the Tranche A Term Loan shall constitute ObligationsLoans have been permanently reduced to zero.

Term Loan. On (i) Pursuant to the Closing DateExisting Credit Agreement, the Lenders then party to this Agreement made thereto advanced term loans to Borrower in the aggregate principal amount of $35,000,000 173,500,000, of which $162,000,000.00 remains outstanding (such term loans, collectively, the “Original Existing Term Loan”). On the Fourth Amendment Effective Date, Closing Date and subject to the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount satisfaction or waiver by Agent and each Lender of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. 2, the Lenders agree that (California timex) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments amended and restated on the last day terms and conditions set forth herein and (y) the outstanding principal amount of the Term Loan (the “Closing Date Term Loan Amount”) of each fiscal quarterTerm Lender shall be as set forth in Annex J, each such quarterly installment in an amount equal to and the Quarterly aggregate Closing Date Term Loan Amortization AmountAmount of all Term Lenders shall be $133,300,000. The outstanding unpaid principal balance obligations of each Term Lender hereunder shall be several and all accrued and unpaid interest on not joint. Except as provided in Section 1.12, the Term Loan shall be due evidenced by promissory notes substantially in the form of Exhibit 1.1(b) (each a “Term Note” and payable on collectively the earlier “Term Notes”). Each Term Note shall represent the obligation of (i) Borrower to pay the Maturity Date, and (ii) the date amount of the acceleration applicable Term Lender’s Total Term Loan Commitment, together with interest thereon as prescribed in Section 1.5. Promptly after the receipt from a Lender of an original Term Note executed and delivered by Borrower pursuant to the Existing Credit Agreement and marked “cancelled”, Borrower shall execute and deliver to such Lender a new Term Note in replacement of such Term Note in the principal amount of the Term Loan in accordance with of such Lender hereunder. Each Term Note shall represent the terms hereof. All principal of, interest on, and other amounts payable in respect obligation of Borrower to pay the amount of the applicable Term Lender’s Total Term Loan shall constitute ObligationsCommitment, together with interest thereon as prescribed in Section 1.5.

Term Loan. On the Closing Date, the Lenders then party Foothill has agreed to this Agreement made term loans make a "Term Loan" to Borrower in the aggregate original principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects4,000,000. The principal of the Term Loan shall be repaid in quarterly installments with an initial repayment of $2,000,000 on or before December 30, 1997, and the last day balance of each fiscal quarter, each such quarterly installment in an amount equal $2,000,000 repaid through the proceeds received by LaserSight from the disposition of the Vision Pledged Shares pursuant to the Quarterly terms of the Vision Stock Distribution Agreement, it being agreed between Borrower and Foothill that the first $2,500,000 of such proceeds shall be made available by Foothill to Borrower for Revolving Advances in accordance with the terms hereof through the application of such proceeds to the Foothill Account pursuant to Section 2.7 hereof; and all proceeds received after the receipt of initial $2,500,000 in proceeds shall be applied by Foothill as and when received from Vision, pursuant to the Vision Stock Distribution Agreement or that certain Escrow Agreement between Vision and LaserSight dated as of December 30, 1997 (the "Escrow Agreement"), in repayment of the remaining outstanding balance from time to time under the Term Loan Amortization Amountuntil the Term Loan is fully repaid; and, on May 29, 1998, in the event that the Term Loan has not been fully repaid from proceeds received from the disposition of the Vision Pledged Shares and Vision is obligated, pursuant to the Vision Stock Distribution Purchase Agreement, to pay a shortfall to LaserSight in the amount of the difference between $6,500,000 (subject to certain purchase price adjustments) and the amount received from the disposition of the Vision Pledged Shares, any such cash payment made by Vision shall be applied by Foothill first to the payment of any balance remaining outstanding under the Term Loan, and any amount of such shortfall payment remaining after such application, shall be made available to Borrower for Revolving Advances in accordance with the terms hereof by application to the Foothill Account. The outstanding unpaid principal balance and all accrued and unpaid interest on under the Term Loan shall be due and payable on upon the earlier termination of (i) the Maturity Datethis Agreement, and (ii) the date of the acceleration whether by its terms, by prepayment, by acceleration, or otherwise. The unpaid principal balance of the Term Loan may be prepaid in accordance with whole or in part without penalty of premium at any time during the terms hereofterm of this Agreement upon 30 days prior written notice by Borrower to Foothill. All principal of, interest on, and other amounts payable in respect of outstanding under the Term Loan shall constitute Obligations.

Term Loan. The Bank extended a term loan to the Borrower pursuant to the terms of the Original Agreement and this Agreement and as of the date of Amendment 2 such term loan had an outstanding principal balance of $750,000. On the Closing Datedate that Amendment 2 becomes effective in accordance with its terms, the Lenders then party Bank hereby agrees to this Agreement made increase the amount of such term loans loan by $5,000,000 and extend an amended and restated term loan to the Borrower in the an aggregate principal amount of $35,000,000 5,750,000 (such increased and amended and restated term loansloan shall, collectivelyfor all purposes of this Agreement and the other Loan Documents, be referred to as the “Original "Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), ;" whenever the Term Loan for all purposes hereunder and under is referred to in the Agreement or any of the other Loan Documents and Documents, it shall be secured by the Collateral in all respectsdeemed to be such increased and amended and restated Term Loan). The principal of the Term Loan shall be repaid evidenced by, among other things, an amended and restated term note substantially in the form of Exhibit B to Amendment 2 and dated the date of Amendment 2, (the "Term Note;" whenever the Term Note is referred to in the Agreement or any of the other Loan Documents, it shall be deemed to such increased and amended and restated Term Note). The Term Loan shall be payable in twelve (12) consecutive quarterly principal installments as follows: the first eleven (11) principal installments shall each in an amount equal to Two Hundred Eighty Seven Thousand Five Hundred Dollars and 00/100 ($287,500.00) and shall be payable on the last day of each fiscal quarterDecember, each such quarterly March, June and September commencing September 30, 2003 and the twelfth (12th) and final principal installment shall be in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding then remaining unpaid principal balance and shall be due and payable, together with all accrued and unpaid interest, on June 30, 2006. The Term Note shall bear interest on the Term Loan shall unpaid principal amount thereof from time to time outstanding at a rate per annum, to be due and payable on elected pursuant to the earlier provisions of this Agreement equal to either (i) LIBOR plus the Maturity DateApplicable Margin, and or (ii) the date Prime Rate (which interest rate shall change when and as the Prime Rate changes) plus the Applicable Margin. In all cases interest shall be computed on the basis of the acceleration of a 360-day year for actual days elapsed and shall be payable as provided in this Agreement. After any stated or accelerated maturity thereof, the Term Loan Note shall bear interest at the increased rate set forth in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligationsthis Agreement.

Term Loan. On Subject to the Closing Dateterms and conditions of this Agreement, the Lenders then party Lender agrees to this Agreement made term loans lend to Borrower from time to time during the Term Loan Availability Period, advances under the Term Loan (each a “Term Loan Advance” and collectively the “Term Loan Advances”) in an aggregate original principal amount not to exceed the Term Loan Commitment. The first Term Loan Advance, in the original principal amount of up to Five Million Dollars ($5,000,000), shall be made on the date during the Term Loan Availability Period that Borrower specifies in the initial Advance Request. Borrower may request additional Term Loan Advances after the initial Term Loan Advance, provided that at no time shall the aggregate principal amount of $35,000,000 all Term Loan Advances hereunder exceed the Term Loan Commitment. The proposed uses of the proceeds of each Term Loan Advance shall be specified in the Advance Request for such Credit Extension; Term Loan Advance proceeds may be used for (x) working capital purposes as specified by Borrower in its Advance Request, (y) for other purposes in the ordinary course of business specified by Borrower in its Advance Request and approved by Lender (such term loans, collectively, approval not to be unreasonably withheld) and (z) for other purposes not in the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to ordinary course of business specified by Borrower in its Advance Request and approved by Lender in its sole discretion. Without Lender’s prior written consent, Term Loan Advance proceeds may not be used (i) to repay any indebtedness for borrowed money other than (A) the aggregate Senior Debt and (B) up to One Million Dollars ($1,000,000) of the Indebtedness disclosed in Schedule 5.4 of the Disclosure Schedules, (ii) for repurchases or redemptions of equity securities, (iii) for bonuses or similar non-regular-salary payments to Borrower’s officers, unless such payments have been approved by the Board, or (iv) for any use contrary to the use stated in the related Advance Request. Term Loan Advances shall be requested and funded in a minimum principal amount of not less than One Million Dollars ($10,000,000 (such additional term loans1,000,000) each; provided, collectivelyhowever, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with that a Term Loan Commitment agrees (severally, not jointly Advance may be for less than this minimum principal amount with the consent of Lender or jointly and severally) if the proceeds thereof are to be used to pay Lender Expenses. Borrower authorizes Lender to make delayed draw term loans Term Loan Advances for Lender Expenses upon notice to Borrower (such delayed draw term loans, collectively, but without the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount requirement of an Advance Request or any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made other action or approval by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the requestBorrower. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity)repaid, the Term Loan for all purposes hereunder and under the other Advances may not be re-borrowed. The Term Loan Documents and Advances shall be secured evidenced by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on Note. Lender may, from time to time, make Term Loan Advances, without Borrower’s consent, to cure Events of Default under the last day of each fiscal quarterSenior Loan Agreement, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on extent provided for in the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute ObligationsSubordination Agreement.

Term Loan. On the Closing Date, the Lenders then party Subject to this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable of this Agreement, Bank hereby agrees to lend to Borrower a term loan in the principal amount of Two Million Six Hundred Forty-Five Thousand and no/100 Dollars (including without limitation in respect of pricing, repayments and maturity$2,645,000.00), on the terms and conditions hereinafter set forth and as set forth in the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respectsNote. The principal proceeds of the Term Loan shall be repaid used solely for costs related to refinancing current Indebtedness of Borrower with National City Bank. The term of the Term Note shall be payable over a 364-day term with amortization based on a fifteen (15)-year straight-line level payment principal plus interest amortization period. Bank acknowledges that Borrower or an Affiliate of Borrower has made application to the Public Utilities Commission of Ohio (“PUCO”) for approval to enter into a long term note made payable to Bank and further acknowledges that prior approval of the PUCO must be obtained for any notes payable for a period of more than twelve months after the date of making the note. Subject to and only after the receipt of the required approval of the PUCO in quarterly installments Case No. 08-699-GA-AIS on or prior to the 364th day after the date of the Term Note (the “PUCO Approval”), Bank and Borrower agree that on the last 365th day after the date of the Term Note, the Term Note shall convert to a four (4)-year term loan payable over a four (4)-year period with amortization based on a fourteen (14)-year straight-line level payment principal plus interest amortization period. Upon conversion as foresaid, the Term Loan shall mature on July ___, 2013, unless earlier accelerated as provided herein or in the Term Note (the “Term Loan Maturity” or “Term Loan Maturity Date”). If the PUCO Approval is not obtained by the 364th day after the date of the Term Note, the Term Note shall become due and payable on said 364th day after the date of the Term Note, which date shall then be the Term Loan Maturity or Term Loan Maturity Date. The Term Note shall bear interest at a variable rate equal to the Interest Rate per annum. In the event of a change in the Interest Rate from time to time, the interest rate under the Term Note shall change without notice as of the first day of each fiscal quartermonth. Interest shall be calculated based on a 360-day year and charged for the actual number of days elapsed. After maturity of the Term Note, each such quarterly installment whether as stated, by acceleration or otherwise, the Term Note shall bear interest (computed in an amount the same manner, and with the same effect, as interest hereon prior to maturity but at the higher rate) payable on demand, at a rate per annum equal to the Quarterly Default Rate, until paid, and whether before or after the entry of judgment hereon. Any amounts repaid under the Term Loan Amortization AmountNote may not be re-borrowed. The outstanding unpaid All payments under the Term Note shall be payable in lawful money of the United States of America to Bank at its office at 000 X. Xxxxxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000, or at such place as shall hereafter be designated by written notice from the holder to Borrower. To evidence the Term Loan, Borrower shall execute and deliver to Bank the Term Note, in the form of Exhibit B attached hereto, with appropriate insertions, the terms of which are incorporated herein by this reference. Borrower shall make principal balance and all accrued and unpaid plus interest payments on the Term Loan shall be due and payable monthly and continuing on the earlier first day of (i) each month, commencing on September 1, 2008, and continuing on the first day of each and every consecutive month thereafter, with a final payment in the amount of the then remaining balance of principal, plus interest thereof due and payable in full on Term Loan Maturity Date. The monthly principal plus interest payment amounts shall be based on the straight-line level payment principal plus interest amortization schedules set forth above. Upon each change in the Interest Rate, and (ii) upward or downward, the date amount of the acceleration monthly interest payments will be correspondingly adjusted on the first monthly payment due date following such interest rate adjustment. Borrower may prepay the principal balance of the Term Loan Note, in accordance whole or in part, without premium or penalty. However, in the event Borrower and Bank enter into one or more Rate Management Agreements, pursuant to which Borrower is managing interest rate risk associated with the terms hereofTerm Note, under certain circumstances described in the Rate Management Agreement, Borrower may incur additional financial obligations in the nature of early termination payments (“Termination Obligations”) if the Term Note is prepaid. All principal ofSubject to satisfying any applicable Termination Obligations, interest on, and other amounts payable in respect Borrower is not legally prohibited from paying all or a portion of the Term Loan Note balance earlier than it is due, but Borrower should consult with Bank and consider the financial impact of such action before doing so. In the case of a partial prepayment of the Term Note, a corresponding adjustment to the Rate Management Agreement (“Partial Termination”) is recommended to preserve Borrower’s right of consolidated financial accounting treatment for the Term Note and the Rate Management Agreement. Any such early payments shall constitute Obligationsnot, unless agreed to by Bank in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the Term Note payment schedule. Borrower agrees not to send Bank payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Bank may accept it without losing any of Bank’s rights under the Term Note, and Borrower will remain obligated to pay any further amount owed to Bank. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Citizens Bank, X.X. Xxx 0000, Xxxxx, Xxxxxxxx 00000-0000.

Term Loan. On (i) The parties hereto agree that as of October 31, 2008, a portion of the Closing Date, the Lenders then party to this Agreement made term loans to Borrower in the aggregate outstanding principal amount of Revolving Loans equal to $35,000,000 (such 10,000,000 shall be converted into a separate term loans, collectively, loan issued by the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower Borrowers in the aggregate original principal amount of $10,000,000 (such additional term loans, collectivelyherein, the “Additional Initial Term Loan”) evidenced by this Agreement and any promissory note executed under Section 2(c) of this Agreement and shall be allocated ratably to the Lenders holding Revolving Loans as of such date. Simultaneously with such conversion, the outstanding principal amount of the Revolving Loans shall be deemed to be reduced by $10,000,000. The Lenders agree to make an incremental term loan to Borrowers on the Sixteenth Amendment Effective Date in an aggregate principal amount equal to $4,000,000 (herein, the “Incremental Term Loan”, and together with the Initial Term Loan, the “Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) immediately after giving effect to any such Delayed the Incremental Term Loan DrawLoan, the aggregate original parties hereto agree that the outstanding principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfiedis $10,000,000. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date The obligation of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure Borrowers to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of repay the Term Loan shall be repaid in quarterly installments on joint and several and the last day of each fiscal quarterTerm Loan, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and together with all accrued and unpaid interest thereon, shall be repaid in full on April 3, 2010 (“Scheduled Term Loan Maturity Date”) or earlier, if required to be repaid in accordance with Section 16 of this Agreement. The Term Loan shall at all times be a Base Rate Loan and shall bear interest in accordance with Section 4(a) of this Agreement. If the outstanding principal amount of the Term Loan, together with accrued and unpaid interest thereon, is not paid on the Scheduled Term Loan Maturity Date, Agent may make demand under that certain Amended and Restated Corporate Guarantee executed in favor of Agent on October 29, 2009 (as amended, restated or reaffirmed from time to time, the “Amended and Restated Corporate Guarantee”) in addition to any other rights and remedies Agent may exercise under this Agreement and the Other Agreements. In no event shall the Term Loan shall be due and payable on prepaid prior to the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Scheduled Term Loan Maturity Date without Agent’s prior written consent, except in accordance connection with a permanent prepayment of all the terms hereof. All principal of, interest on, Liabilities and other amounts payable in respect termination of the Term all Revolving Loan shall constitute ObligationsCommitments.

Term Loan. On Subject to the Closing Date, the Lenders then party to terms and conditions of this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, BorrowerAgreement, each Lender with a Term Loan Commitment severally agrees (severally, not jointly or jointly and severally) to make delayed draw term loans a Term Loan to the Borrower in two (2) draws as requested by the Borrower in accordance with Section 4.2 (the first of such delayed draw term loansdraws, the “Initial Term Loan Draw” and the second of such draws, the “Delayed Term Loan Draw” and, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan DrawDraws”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2); provided that (a) the Initial Term Loan Draw, in an aggregate principal amount equal to $275,000,000, shall be made on the Closing Date, (b) the Delayed Term Loan Draw, in an aggregate principal amount equal to $200,000,000, shall be made no later than 2:00 p.m. on January 15, 2007 (the “Delayed Term Loan Funding Deadline”), (c) the aggregate principal amount of any such Delayed the Term Loan Draw shall not be less than $10,000,000, outstanding (b) after giving effect to any such Delayed amount requested) shall not exceed the Term Loan DrawCommitment, (d) the portion of aggregate original principal amount of the outstanding Term Loan from any Lender to the Borrower shall not at any time exceed such Lender’s Term Loan Commitment and (e) each Lender’s Term Loan Commitment shall terminate as of the Delayed Term Loan Draws shall not exceed Funding Deadline (regardless of (i) the failure of the Borrower to request the Delayed Draw Term Loan Amount and Draw or (cii) the conditions precedent set forth in Section 3.2 shall have been satisfiedfailure of the Borrower to fully utilize the total aggregate principal amount of the Term Loan Commitment upon making the Delayed Term Loan Draw). Each Delayed Term Loan Draw shall be made funded by each such Lender in a written request by an Authorized Person delivered principal amount equal to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date such Lender’s Term Loan Percentage of the Delayed Term Loan Draw specifying the aggregate principal amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments made on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligationsapplicable date.

Term Loan. On Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower set forth herein and in the other Loan Documents, Lenders agree to lend to Borrower the Term Loan in the aggregate original principal amount of Seventeen Million Five Hundred Thousand Dollars ($17,500,000) which shall be funded as follows: (a) on the Closing Date, the Lenders then party to this Agreement made term loans shall make a loan to Borrower in the aggregate original principal amount of Thirteen Million Dollars ($35,000,000 13,000,000) (such term loans, collectively, the “Original Term Loan”). On , (b) on the Fourth First Amendment Effective Closing Date, the Lenders then party to this Agreement made additional term loans shall make a loan to Borrower in the aggregate original principal amount of Two Million Dollars ($10,000,000 2,000,000) (such additional term loans, collectively, the “First Additional Term Loan”) and (c) on the Second Additional Term Loan Closing Date, Lenders shall make a loan to Borrower in the original principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Second Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Original Term Loan shall be due and payable in full on the earlier of (i) the Maturity Date, the First Additional Term Loan shall be due and payable in full on the First Additional Term Loan Maturity Date and the Second Additional Term Loan shall be due and payable in full on the Second Additional Term Loan Maturity Date, in each case without defense, set off or counterclaim of any sort. Amounts borrowed under this Section 2.1 and repaid may not be reborrowed. In order to evidence each Lender’s Commitment Percentage of the Term Loan, (i) on or prior to the Closing Date, Borrower shall execute and deliver to each Lender the Original Term Note, (ii) on or prior to the date of First Amendment Closing Date, Borrower shall execute and deliver to each Lender the acceleration of First Additional Term Note and (iii) on or prior to the Second Additional Term Loan in accordance with Closing Date, Borrower shall execute and deliver to each Lender the terms hereof. All principal of, interest on, and other amounts payable in respect of the Second Additional Term Loan shall constitute ObligationsNote.

Term Loan. On Subject to the Closing Dateterms and conditions of this Agreement, on the Lenders then party to this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Second Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw a term loans to Borrower loan (such delayed draw term loanseach, a “Term Loan” and collectively, the “Delayed Draw Term LoanLoans”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to such Lender’s Pro Rata Share of the Quarterly Term Loan Amortization Amount. The Borrower agrees to pay to each Lender with a Term Loan Commitment a closing fee (the “Term Loan Closing Fee”) in an amount equal to 8.5% of the principal amount of such Lender’s Term Loan funded on the Second Amendment Effective Date; provided that such Term Loan Closing Fee may be paid to each Lender with a Term Loan Commitment out of the proceeds of the Term Loan funded by such Lender as and when funded on the Second Amendment Effective Date. Such Term Loan Closing Fee will be in all respects fully earned, due and payable on the Second Amendment Effective Date and non-refundable and non-creditable thereafter. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan Loans shall be due and payable on the earlier of (i) the Term Loan Maturity Date, and (ii) the date of the acceleration of the Term Loan Loans in accordance with the terms hereof. Any principal amount of the Term Loans that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan Loans shall constitute ObligationsObligations hereunder. Parent agrees to issue the Warrants to each Term Loan Lender on the Second Amendment Effective Date. The Parent, Borrower, and each Term Loan Lender agrees that (i) the consideration payable to the Borrower for the Term Loans is $22,198,000 and (ii) the aggregate purchase price payable to the Parent for the Warrants is $677,000 (or $0.3687 per Warrant). Unless otherwise required by law, the Parent, Borrower, and each Term Loan Lender shall not take any position inconsistent with the preceding sentence on any income tax return or for any other income tax purpose.”

Term Loan. On (i) The Cdn. Term Lenders have previously made term loans denominated in Canadian Dollars (collectively, the "Existing Cdn. Term Loan") to Lower Lakes, and Lower Lakes acknowledges and agrees that, immediately prior to the effectiveness of this Agreement, the aggregate outstanding principal balance of the "Existing Cdn. Term Loan" under the Existing Credit Agreement is Cdn. $50,992,287.54, which amount shall be deemed to have been, and hereby is, on the Restatement Closing Date, converted into the Lenders then party outstanding principal balance of the Cdn. Term Loan hereunder, without constituting a novation. Subject to this Agreement made the terms and conditions hereof, each Cdn. Term Lender increasing its respective Cdn. Term Loan Commitment agrees to make an additional term loans loan denominated in Cdn. Dollars (collectively with the Existing Cdn. Term Loan, the "Cdn. Term Loan") on the Restatement Closing Date to Borrower Lower Lakes in its Pro Rata Share of the amount of Cdn. $3,889,535.28. The principal balance of the Cdn. Term Loan as of the Restatement Closing Date is Cdn. $54,881,822.82. The Cdn. Term Loan shall be evidenced by promissory notes substantially in the aggregate principal amount form of $35,000,000 Exhibit 1.1(b) (such term loanseach, a "Cdn. Term Note" and, collectively, the “Original "Cdn. Term Loan”Notes"), and, except as provided in Section 1.12, Lower Lakes shall execute and deliver each Cdn. On Term Note to the Fourth Amendment Effective Date, applicable Cdn. Term Lender. Each Cdn. Term Lender that holds a portion of the Lenders then party Existing Cdn. Term Loan under the Existing Credit Agreement that is converted into a portion of the Cdn. Term Loan hereunder pursuant to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which preceding sentence shall be a Business Day) identified by, Borrower, each Lender with a deemed to have satisfied all of its Cdn. Term Loan Commitment agrees (severally, not jointly or jointly and severally) funding obligations hereunder to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during extent the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Existing Cdn. Term Loan Draw”) up held by such Cdn. Term Lender under the Existing Credit Agreement is converted to outstanding principal under the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Cdn. Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereofforegoing provisions of this Section 1.1(b). Each Cdn. Term Note shall represent the obligation of Lower Lakes to pay the amount of the applicable Cdn. Term Lender's Cdn. Term Loan Commitment, together with interest thereon as prescribed in Section 1.5. All principal of, interest on, and other amounts payable in respect Cdn. Term Notes issued under the Existing Credit Agreement shall be deemed replaced as of the Term Loan shall constitute Restatement Closing Date with the notes issued pursuant to this Agreement (without effecting a novation with respect to any "Obligations" as defined in the Existing Credit Agreement).

Term Loan. On the Closing Date, each Lender that has an Initial Term Commitment severally agrees, on the Lenders then party terms and conditions set forth in this Agreement, to this Agreement make an Initial Term Loan to the Parent Borrower pursuant to such Lender’s Initial Term Commitment, which Initial Term Loans (i) shall be made term loans in U.S. Dollars; (ii) can only be incurred on the Closing Date in an amount up to Borrower the entire amount of each Lender’s Initial Term Commitment and, if less than any Lender’s Initial Term Commitment, such Lender’s Initial Term Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Commitment on such date; (iii) once prepaid or repaid, may not be reborrowed; (iv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (v) shall be repaid in accordance with Section 2.13; and (vi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of $35,000,000 such Lender’s Initial Term Commitment, if any, and (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, B) for all the Lenders then party at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to this Agreement be made additional term loans to Borrower by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate principal amount of $10,000,000 (its Term Commitment or such additional term loans, collectively, lesser amount as is specified in the “Additional Term Loan”). In addition, at the election ofNotice of Borrowing, and on a date or dates (each of which shall be a Business Day) identified byif less than any Lender’s Term Commitment, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name Term Commitment shall terminate immediately and without further action on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000closing date related thereto, (b) after giving effect to any the funding of such Delayed Lender’s Term Commitment on such date. Each Lender having an Incremental Term Loan DrawCommitment, the aggregate original principal amount of the Delayed Extended Term Loan Draws shall not exceed the Delayed Draw Commitment or Refinancing Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part ofCommitment hereby severally, and have all of not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment to (including without limitation make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the Borrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment, as applicable. Amounts repaid or prepaid in respect of pricingInitial Term Loans, repayments and maturity)Incremental Term Loans, the Extended Term Loan for all purposes hereunder and under the other Loan Documents and shall Loans or Refinancing Term Loans may not be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligationsreborrowed.

Term Loan. On Lender shall, subject to the terms and conditions of this Agreement, make a Term Loan to Borrowers on the Closing Date, the Lenders then party to this Agreement made term loans to Borrower Date in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount sum of $10,000,000 (such additional term loans"Term Loan"). The Term Loan shall be advanced on the Closing Date and shall be, collectivelywith respect to principal, due and payable upon the last day of the Original Term of this Agreement (subject to mandatory prepayments pursuant to Section 2.2(C) hereof or acceleration upon the occurrence and during the continuation of an Event of Default under this Agreement or termination of this Agreement). Notwithstanding anything herein to the contrary, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate entire unpaid principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal balance of the Term Loan shall be repaid immediately due and payable upon the acceleration of the Obligations pursuant to Section 11(g) of this Agreement. The Term Loan shall be evidenced by the Term Note. Lender shall, subject to the terms and conditions of this Agreement, from time to time, from and after the Closing Date through the last day of the Original Term, make Loans to Borrowers to finance any Borrower's purchase of Equipment for use in such Borrower's business (any such loan, an "Equipment Loan"). All Equipment Loans shall be in such amounts as are requested by Borrowing Agent on behalf of any Borrower, but in no event shall any Equipment Loan (i) be in an amount less than Five Hundred Thousand Dollars ($500,000) or (ii) exceed the Applicable Percentage of the cash purchase price set forth on the invoice therefor (exclusive of fees, commissions, freight, taxes, installation charges and other soft costs related to such Equipment) of the Equipment then to be purchased. In no event shall the aggregate amount of all (a) Equipment Loans made hereunder exceed $8,000,000 and (b) PMSI Equipment Loans made hereunder exceed $5,000,000. In addition, Borrowers may not receive more than $3,000,000 in Equipment Loans during any twelve (12) consecutive months. Equipment Loans shall be advanced by Lender to Borrowers upon Borrowing Agent's request for either an Additional Equipment Loan or a PMSI Equipment Loan, as the case may be, on behalf of any Borrower together with such information as Lender may reasonably require verifying that such Borrower has made, or will make, during its then current Fiscal Year Capital Expenditures in each case in amounts not less than the requested Equipment Loan. Borrowers, in the aggregate, shall not be permitted to make more than four (4) requests, in the aggregate, in any Fiscal Year but Borrowers shall be permitted to combine two or more purchases of Equipment in order to satisfy the minimum size requirement for an Equipment Loan and to avoid making more than the permitted number of requests for Equipment Loans in any Fiscal Year. All Equipment Loans shall amortize on a seven (7) year basis and shall be payable, with respect to principal, in consecutive quarterly installments installments, commencing on the first Business Day of the first fiscal quarter following the funding by Lender of the applicable Equipment Loan and the final installment of each Equipment Loan shall be in the amount of the balance thereof and shall be due on the last day of each fiscal quarterthe Original Term, each such quarterly installment in an amount equal subject to acceleration upon the Quarterly Term Loan Amortization Amountoccurrence of a Default or Event of Default under this Agreement or termination of this Agreement. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Each Equipment Loan shall otherwise be due and payable on the earlier of (i) the Maturity Dateevidenced by, and (ii) the date of the acceleration of the Term Loan repayable in accordance with the terms hereofand conditions set forth in the Equipment Note. All principal ofEquipment Loans shall be secured by all Collateral except, interest onnotwithstanding anything to the contrary herein or in any other Loan Document, and other amounts payable in respect of the Term each PMSI Equipment Loan shall constitute Obligationsbe secured solely by the Equipment being purchased with such PMSI Equipment Loan.

Term Loan. On the Closing Date, the Lenders Date each Lender then a party to this Agreement severally made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loans, collectively, the “Original Closing Date Term Loan”)) to Borrower in an amount equal to such Lender’s Pro Rata Share of the Closing Date Term Loan Amount. On As of the Fourth date of the First Amendment Effective Date, the Lenders then party (but prior to this Agreement made making any additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectivelydescribed below), the “Additional outstanding principal balance of the Closing Date Term Loan”)Loan is $19,000,000. In additionSubject to the terms and conditions of this Agreement, at on the election of, and on a date or dates (each of which shall be a Business Day) identified by, BorrowerVoxel Acquisition Closing Date, each Lender with a Term Loan Commitment set forth on Schedule C-2 agrees (severally, not jointly or jointly and severally) to make delayed draw a term loans loan to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up an amount equal to the maximum amount set forth beside opposite such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any all such Delayed term loans to be $40,000,000 (the “First Amendment Term Loan Draw Increase”); provided, that Lenders shall not be less than $10,000,000, obligated to make such term loans unless the following conditions precedent have been satisfied: (bi) after giving effect the conditions precedent to any such Delayed Term Loan Draw, the aggregate original principal amount Lenders’ consent to the Voxel Acquisition set forth in Section 2 of the Delayed Term Loan Draws First Amendment shall not exceed the Delayed Draw Term Loan Amount have been satisfied and (cii) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed the First Amendment Term Loan Draw Increase shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respectsDocuments. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarterquarter (commencing December 31, 2011), each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization AmountAmount with a final installment of the unpaid balance on the Maturity Date (provided, that the quarterly installment due December 31, 2011 shall be in an amount equal to $250,000). The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations.

Term Loan. On Subject to the Closing Dateterms and conditions of this Agreement, the Lenders then party on or prior to this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loansDecember 31, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition2004, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Administrative Borrower's written request in accordance with SECTION 2.3, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”"TERM LOAN") during the Delayed Draw Funding Period to Borrowers in separate draws (each such draw, a “Delayed Term Loan Draw”) up an amount equal to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount 's Pro Rata Share of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under Amount; PROVIDED, however, that the other obligations of the Lenders with Term Loan Documents and shall be secured by the Collateral in all respects. The principal of Commitments to make the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal subject to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance following conditions (in addition to the other conditions set forth in this Agreement, including SECTION 3.2): (a) Borrowers and all accrued and unpaid interest Agent shall have mutually agreed on a schedule of Equipment to be set forth on SCHEDULE E-1 upon which the Term Loan will be based (such Equipment, "ELIGIBLE EQUIPMENT"); (b) Agent shall be due satisfied with the results of an appraisal of the Eligible Equipment conducted by a qualified appraisal company selected by Agent; (c) no Default or Event of Default shall have occurred and payable be continuing; (d) Agent shall be satisfied that all acts necessary to perfect the Agent's Liens in the Eligible Equipment have been taken; (e) Administrative Borrower shall have made the request for the Term Loan on the earlier of (i) the Maturity Dateor prior to December 31, 2004; and (iif) Borrowers shall have paid the date of fee due in connection with the acceleration funding of the Term Loan in accordance with the terms hereofFee Letter. The Term Loan shall be repaid in quarterly installments, each in an amount equal to 1/20th of the Term Loan Amount, plus accrued and unpaid interest on such amounts, such installments to be due and payable on the first day of each such quarter (commencing on March 1, 2005) and continuing until and including the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration, on which date the unpaid balance of the Term Loan would be due and payable in full, together with all accrued and unpaid interest on such amount. All principal of, interest on, and other amounts payable in respect of outstanding under the Term Loan shall constitute Obligations. Any principal amount of the Term Loan repaid or prepaid may not be reborrowed.

Term Loan. On Each Term Lender, severally and not jointly, agrees to make a term loan (collectively, the Closing "Term Loan") to Borrower on the Effective Date, the Lenders then party to this Agreement made term loans to Borrower in the aggregate principal amount of $35,000,000 (such term loansTerm Lender's Term Loan Commitment, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender repayable in accordance with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms of this Agreement and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents Notes and shall be secured by all of the Collateral in all respectsCollateral. The principal aggregate amount of the Term Loan Commitments is $25,000,000. The proceeds of the Term Loan, less the amount of the Term Loan Closing Fee paid on the Effective Date pursuant to Section 2.3, shall be funded directly into a cash Collateral account at Bank, which shall be pledged to Agent as security for the Obligations (the "Term Loan Cash Collateral"). Upon the satisfaction in full of the Conditions to Release on or prior to the 30th day after the Filing Date, unless extended by all Lenders, the Term Loan Cash Collateral shall be released to Agent for application against the Revolving Credit Loans (but such application shall not reduce the Revolving Loan Commitments). The proceeds of the Term Loan, once so paid to Agent , shall be used for the purposes and subject to the limitations set forth for Revolving Credit Loans in subsection 1.1.3; notwithstanding the foregoing, no portion of the proceeds of the Term Loan shall be repaid used to repay Prepetition Obligations. If the Conditions to Release have not been satisfied in quarterly installments full on the last day of each fiscal quarter, each such quarterly installment in an amount equal or prior to the Quarterly 30th day after the Filing Date, unless extended by all Lenders, the Term Loan Amortization Amount. The outstanding unpaid principal balance and Cash Collateral shall be promptly paid to the Term Lenders for application first, to all accrued and unpaid interest on the Term Loan and then to prepay the principal balance of the Term Loan. Concurrently with any such repayment, Borrower shall be required to pay to the Term Lenders all remaining outstanding principal of, and all accrued interest on, the Term Loan, and all other amounts then due and payable on owing to the earlier Term Lenders; provided, however, that without the consent of (i) Agent and the Maturity DateRevolving Lenders, and (ii) the date no such amounts shall be paid out of the acceleration any source other than proceeds of the Term Loan in accordance with Primary Collateral. Notwithstanding the terms hereof. All principal offoregoing, interest on, and other amounts payable in respect the Term Loan Commitment of the Term Lenders shall expire immediately if the Term Loan shall constitute Obligationsis not made within 2 Business Days after the entry of the Interim Financing Order and in any event, on or before May 23, 2003.

Term Loan. On the Closing Date, each Lender that has an Initial Term Commitment severally agrees, on the Lenders then party terms and conditions set forth in this Agreement, to this Agreement make an Initial Term Loan to the Parent Borrower pursuant to such Lender’s Term Commitment, which Initial Term Loans (i) shall be made term loans in U.S. Dollars; (ii) can only be incurred on the Closing Date in an amount up to Borrower the entire amount of each Lender’s Term Commitment; (iii) once prepaid or repaid, may not be reborrowed; (iv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (v) shall be repaid in accordance with Section 2.13(b); and (vi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of $35,000,000 such Lender’s Term Commitment, if any, and (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, B) for all the Lenders then party at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to this Agreement be made additional term loans to Borrower by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate principal amount of $10,000,000 (its Term Commitment or such additional term loans, collectively, lesser amount as is specified in the “Additional Term Loan”). In addition, at the election ofNotice of Borrowing, and on a date or dates (each of which shall be a Business Day) identified byif less than any Lender’s Initial Term Commitment, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name Initial Term Commitment shall terminate immediately and without further action on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) Closing Date after giving effect to any the funding of such Delayed Lender’s Initial Term Commitment on such date. Each Lender having an Incremental Term Loan DrawCommitment, the aggregate original principal amount of the Delayed Extended Term Loan Draws shall not exceed the Delayed Draw Commitment or Refinancing Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part ofCommitment hereby severally, and have all of not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment to (including without limitation make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the Borrowers, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment, as applicable. Amounts repaid or prepaid in respect of pricingInitial Term Loans, repayments and maturity), the Incremental Term Loan for all purposes hereunder and under the other Loan Documents and shall Loans or Extended Term Loans may not be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligationsreborrowed.

Term Loan. On Each Term Lender agrees, severally and not jointly, to lend to Borrower in one draw (the “Initial Advance”), on the Closing Date, the Lenders then party to this Agreement made term loans to Borrower in the aggregate principal amount its Pro Rata Share of $35,000,000 5,000,000 (such term loans, collectivelycollectively with all Advances (as defined below), the “Original Term Loan”). On Subsequent to the Fourth Amendment Effective Closing Date, each Term Lender agrees, severally and not jointly, subject to the Lenders then party terms and conditions hereof, to this Agreement made additional term loans to Borrower in the aggregate principal amount make its Pro Rata Share of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates advances (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the an “Delayed Draw Term LoanAdvance”) during requested by Borrower hereunder; provided, however that the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not Advance to be less than $10,000,000, (b) after giving effect to made any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws time shall not exceed the Delayed Draw Outstanding Term Loan Amount Commitment at such time less any Reserve. The Advances shall be made in one or more Advances each an amount not less than $100,000 (or if less, the entire Outstanding Term Loan Commitment) in accordance with Section 2.1(b); provided, that no more than two Advances (excluding the advance of the Initial Term Loan) shall be made during any thirty (30) day consecutive period; and, provided, further, that no Advances shall be made after September 30, 2008. Each such Advance shall be made by Borrower by delivering an Advance Request to Agent in accordance with Section 2.1(b), which written notice must be given on the date which is five (5) Business Days (but in any event no later than five (5) Business Days prior to the last day of any calendar month) on or prior to the date that the Advance is proposed to be made and (c) shall be accompanied by evidence satisfactory to the Agent that the conditions precedent set forth in Section 3.2 shall and Section 3.3, as applicable, have been satisfied. Each Delayed Promptly after receipt of any such written notice from Borrower, Agent shall give each Term Loan Draw Lender written notice thereof. The obligations of each Term Lender hereunder shall be made by a written request by an Authorized Person delivered to Agentseveral and not joint. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior Notwithstanding anything herein or otherwise to the date that is the requested funding date contrary, no Term Lender shall have any obligation to fund any Advance if as of the Delayed Term Loan Draw specifying the amount date thereof any Default or Event of Default has occurred and is continuing pursuant to Section 8.1 hereof or would result after giving effect to such Delayed Term Loan DrawAdvance. At Agent’s election, in lieu of delivering the above-described written request, Borrower may not at any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), time reduce the Term Loan for all purposes hereunder and under Commitment without the other Loan Documents and Agent’s prior written consent. Borrower shall be secured by the Collateral in all respects. The principal of repay the Term Loan shall be repaid in quarterly installments through periodic payments on the last day of each fiscal quarter, each such quarterly installment Fiscal Quarter (beginning with the last day of the first full Fiscal Quarter to occur after the Project Opening) in an amount equal to $104,250 in addition to a final installment in amount equal to the Quarterly Term Loan Amortization Amount. The outstanding entire remaining unpaid principal balance and all accrued and unpaid interest on of the Term Loan which shall be due and payable on April 20, 2014 (all such installments, the earlier “Scheduled Installments”). Amounts borrowed hereunder and repaid may not be reborrowed. At the request of the applicable Lender, the Term Loans shall be evidenced by promissory notes substantially in the form of Exhibit 2.1(a) (i) as amended, modified, extended, substituted or replaced from time to time, each a “Term Note” and, collectively, the Maturity Date“Term Notes”), and (ii) Borrower shall execute and deliver a Term Note to each such Term Lender. Each Term Note shall represent the date obligation of Borrower to pay the amount of the acceleration of the applicable Term Lender’s Term Loan in accordance Commitment, together with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligationsthereon.

Term Loan. On Any Term Loan made as a result of any Term Loan Commitment provided for pursuant to Section 2.15 (or any increase therein) shall be made on the Closing Dateapplicable Increase Effective Date and each Lender which elects to provide or increase a Term Loan Commitment pursuant to Section 2.15 agrees to make Term Loans to the Borrower in an aggregate amount equal to (a) with respect to any existing Term Loan Lender, the Lenders then party amount by which such Term Loan Lender’s Term Loan Commitment increases on the applicable Increase Effective Date and (b) with respect to this Agreement made term loans to any new Term Loan Lender, the amount of such new Lender’s Term Loan Commitment. The Term Loans shall be evidenced by separate promissory notes of the Borrower in substantially the aggregate principal amount form of $35,000,000 Exhibit C-2 hereto (such term loans, collectively, the “Original Term LoanNotes”), dated as of the making of such Term Loan and completed with appropriate insertions. On One Term Note shall be payable to the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower order of each Term Loan Lender in the aggregate principal amount of $10,000,000 (equal to such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Loan Lender’s Term Loan Commitment agrees (severallyor, not jointly or jointly and severally) if less, the outstanding amount of all Term Loans made by such Term Loan Lender, as set forth below. The Borrower irrevocably authorizes Administrative Agent to make delayed draw term loans or cause to Borrower (be made, an appropriate notation on Administrative Agent’s record reflecting the making of such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to (or as the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (acase may be) the aggregate principal amount receipt of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal payment. The outstanding amount of the Delayed Term Loans set forth on Administrative Agent’s record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic noticeLender, but the failure to provide record, or any error in so recording, any such written confirmation amount on Administrative Agent’s record shall not limit or otherwise affect the validity obligations of the request. When funded, each Delayed Borrower hereunder or under any Term Loan Draw shall become part of, and have all Note to make payments of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid or interest on the any Term Loan shall Note when due. Term Loans may be due and payable on the earlier of (i) the Maturity DateBase Rate Loans or LIBORSOFR Loans, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligationsas further provided herein.

Term Loan. On the Closing ThirdFourth Amendment Effective Date, each Lender that has an Initial Term Commitment severally agrees, on the Lenders then party terms and conditions set forth in this Agreement, to this Agreement make an Initial Term Loan to the Parent Borrower pursuant to such Lender’s Initial Term Commitment, which Initial Term Loans: (i) shall be made term loans in U.S. Dollars; (ii) can only be incurred on the ThirdFourth Amendment Effective Date in an amount up to Borrower the entire amount of each Lender’s Initial Term Commitment and, if less than any Lender’s Initial Term Commitment, such Lender’s Initial Term Commitment shall terminate immediately and without further action on the ThirdFourth Amendment Effective Date after giving effect to the funding of such Lender’s Initial Term Commitment on such date; (iii) once prepaid or repaid, may not be reborrowed; (iv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (v) shall be repaid in accordance with Section 2.13; and (vi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of $35,000,000 such Lender’s Initial Term Commitment, if any, and (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, B) for all the Lenders then party at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to this Agreement be made additional term loans to Borrower by each Lender will be made by such Lender in accordance with Section 2.07 hereof in the aggregate principal amount of $10,000,000 (its Term Commitment or such additional term loans, collectively, lesser amount as is specified in the “Additional Term Loan”). In addition, at the election ofNotice of Borrowing, and on a date or dates (each of which shall be a Business Day) identified byif less than any Lender’s Term Commitment, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name Term Commitment shall terminate immediately and without further action on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000closing date related thereto, (b) after giving effect to any the funding of such Delayed Lender’s Term Commitment on such date. Each Lender having an Incremental Term Loan DrawCommitment, the aggregate original principal amount of the Delayed Extended Term Loan Draws shall not exceed the Delayed Draw Commitment or Refinancing Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part ofCommitment hereby severally, and have all of not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment to (including without limitation make Incremental Term Loans, Extended Term Loans or Refinancing Term Loans, as applicable, to the Parent Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment, Extended Term Loan Commitment or Refinancing Term Loan Commitment, as applicable. Amounts repaid or prepaid in respect of pricingInitial Term Loans, repayments and maturity)Incremental Term Loans, the Extended Term Loan for all purposes hereunder and under the other Loan Documents and shall Loans or Refinancing Term Loans may not be secured by the Collateral in all respectsreborrowed. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations.77

Term Loan. On (i) Subject to the terms and conditions hereof, each Term Lender agrees to make available from time to time until the third anniversary of the Closing Date (the “Drawdown Period Termination Date”) its Pro Rata Share of advances (each, a “Term Loan Advance”) under the Lenders then party Term Loans to fund certain Expenditures and the payment of fees and expenses incurred in connection with this Agreement made term loans to Borrower in Agreement. The Pro Rata Share of the Term Loans of any Term Lender shall not at any time exceed its separate Term Loan Commitment. The obligations of each Term Lender hereunder shall be several and not joint. The aggregate principal amount of $35,000,000 Term Loan Advances outstanding shall not exceed at any time the Term Loan Commitment of all Term Lenders (such term loans, collectively, the “Original Maximum Term LoanLoan Amount”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the The aggregate principal amount of $10,000,000 (such additional term loans, collectively, Term Loan Advances made with respect to any Eligible Reduction Contract shall not exceed at any time the “Additional Eligible Reduction Contract Amount. Each Term Loan”). In addition, at the election of, and on a date or dates (each of which Loan Advance shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal an amount of any such Delayed Term Loan Draw shall not be no less than $10,000,000100,000, (b) after giving effect to any such Delayed and Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw Advances shall be made no more frequently than monthly on notice by a written request by an Authorized Person delivered Borrower to Agent. Such notice notices (each a “Notice of Term Loan Advance”) must be received by Agent given no later than 10:00 11:00 a.m. (California New York time) on the date which is no less than three Business Day Days prior to the date that is the requested funding date of the Delayed such Term Loan Draw specifying the amount Advance is requested. Each Notice of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will Advance must be confirmed given in writing within 24 hours (by telecopy or overnight courier) substantially in the form of the giving Exhibit 1.1(b)(i)(A) – Form of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity Notice of the request. When funded, each Delayed Term Loan Draw shall become part ofAdvance, and have all shall include the information required in such Exhibit, executed and delivered by an authorized officer of the terms Borrower, and conditions applicable to (including without limitation in respect such other information as may be reasonably required by Agent. Each such Notice of pricing, repayments and maturity), the Term Loan Advance may serve as a request for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the a Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment Advance in an amount equal not to exceed the Quarterly aggregate Eligible Reduction Contract Amount for the Eligible Reduction Contracts described in such Notice of Term Loan Amortization Advance shall set forth a calculation of such aggregate Eligible Reduction Contract Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations.

Term Loan. On Subject to the Closing Dateterms and conditions hereof, Lenders severally agree to make loans to the Lenders then party Borrower in an amount for each Lender not to this Agreement made term loans exceed the amount of the Commitment of such Lender. Each Lender hereby agrees to make an initial loan to Borrower in the aggregate principal amount equal to its Term Loan Applicable Percentage of One Hundred Million and 00/100 Dollars ($35,000,000 100,000,000.00) (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term LoanLoan Initial Advance”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) subject to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable of this Agreement, following the initial funding, each Lender further agrees to make one or more additional loans to Borrower in the principal amount not to exceed its Term Loan Applicable Percentage of One Hundred Million and 00/100 Dollars (including without limitation in respect of pricing$100,000,000.00) (collectively, repayments and maturity)“Term Loan Additional Advance” and, together with the Term Loan for all purposes hereunder and under Initial Funding, the other Loan Documents and shall be secured by the Collateral in all respects“Term Loan”). The principal of Borrower’s obligation to repay the Term Loan shall be repaid in quarterly installments on evidenced by this Agreement and promissory notes dated as of the last day Closing Date (each a “Term Note”), all terms of each fiscal quarter, each such quarterly installment in an amount equal which are incorporated herein by this reference. Each Lender’s commitment to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on make the Term Loan Initial Advance shall be due and payable on the earlier of (i) the Maturity Dateterminate on, and (ii) the date of the acceleration of each Lender’s Commitment with respect to the Term Loan in accordance with Initial Advance shall expire on, the terms hereofdate ten (10) days after the Closing Date. All principal of, interest Lender’s commitment to make the Term Loan Additional Advance shall terminate on, and other amounts payable in each Lender’s Commitment with respect of the to each Term Loan Additional Advance shall constitute Obligationsexpire on, the date forty-five (45) days after the Closing Date. Borrower shall be limited to requesting no more than two (2) Term Loan Additional Advances.

Term Loan. On the Closing Date, the Lenders then party have agree to this Agreement made make a term loans loan to --------- Borrower in the aggregate principal amount of Thirty Eight Million Dollars ($35,000,000 38,000,000.00) (such term loans, collectively, the “Original Term "Loan”"). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term The Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered Lenders ratably in proportion to Agenttheir respective Loan Commitments. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior The Loan is evidenced by: that certain Term Loan Promissory Note of Borrower dated September 28, 2001, and payable to the date that is the requested funding date order of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s electionU.S. Bank National Association, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The original principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Loan Commitment of said Lender; that certain Term Loan Amortization AmountPromissory Note of Borrower dated September 28, 2001, and payable to the order of The Northern Trust Company, in the original principal amount equal to the Loan Commitment of said Lender; and the certain Term Loan Promissory Note of Borrower dated September 28, 2001, and payable to the order of First Tennessee Bank National Association, in the original principal amount equal to the Loan Commitment of said Lender (each, as the same may from time to time be amended, modified, extended or renewed, a "Note"; collectively, the "Notes"; the form of the Notes is attached hereto and incorporated by reference as Exhibit A). The outstanding Notes mature on September --------- 27, 2002 (on which date all unpaid principal balance and all accrued and unpaid interest thereon shall become due and payable). The principal amount of and interest on the Term Loan shall be due and payable on as set forth in the earlier of (i) Notes. In addition to the Maturity Datescheduled principal payments described in the Notes, and (ii) the date all proceeds of the acceleration sale(s) of any of the Term Loan in accordance with stock or substantially all of the terms hereofProperty of any Subsidiary shall be delivered to Agent and applied to the principal balance of the Loan, subject to the other provisions of this Agreement. All principal ofpayments and prepayments on the Loan shall, interest onunless otherwise directed by Borrower in writing at or prior to the time of such payment or prepayment, and other amounts payable in respect be applied first to that portion of the Term Loan shall constitute ObligationsLoan, if any, accruing interest based on the Prime Rate and then to those portions of the Loan, if any, accruing interest based on the LIBOR Rate (and among those portions of the Loan, if any, accruing interest based on the LIBOR Rate, being applied to the Interest Periods in the order of their respective expiration dates (i.e. earliest expiration date first)).

Term Loan. On the Closing Date, each Lender that has an Initial Term Commitment severally agrees, on the Lenders then party terms and conditions set forth in this Agreement, to this Agreement make an Initial Term Loan to the Parent Borrower pursuant to such Lender’s Term Commitment, which Initial Term Loans: (i) shall be made term loans to Borrower in U.S. Dollars; (ii) can only be incurred on the Closing Date in the entire amount of each Lender’s Term Commitment; (iii) once prepaid or repaid, may not be reborrowed; (iv) may, except as set forth herein, at the option of the Parent Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in U.S. Dollars; provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (v) shall be repaid in accordance with Section 2.15(b); and (vi) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of $35,000,000 such Lender’s Term Commitment, if any, and (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, B) for all the Lenders then party at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans to this Agreement be made additional term loans to Borrower by each Lender will be made by such Lender in accordance with Section 2.09 hereof in the aggregate principal amount of $10,000,000 (such additional term loansits Term Commitment. Each Lender having an Incremental Term Loan Commitment, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Extended Term Loan Commitment agrees (or Refinancing Term Loan Commitment hereby severally, and not jointly jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, Extension Amendment or jointly and severally) Refinancing Agreement to make delayed draw term loans to Borrower (such delayed draw term loansIncremental Term Loans, collectivelyExtended Term Loans or Refinancing Term Loans, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such drawas applicable, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the Borrowers, in an aggregate principal amount of any such Delayed not to exceed its Incremental Term Loan Draw shall not be less than $10,000,000Commitment, (b) after giving effect to any such Delayed Extended Term Loan Draw, the aggregate original principal amount of the Delayed Commitment or Refinancing Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfiedCommitment, as applicable. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation Amounts repaid or prepaid in respect of pricingInitial Term Loans, repayments and maturity), the Incremental Term Loan for all purposes hereunder and under the other Loan Documents and shall Loans or Extended Term Loans may not be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligationsreborrowed.

Term Loan. On (a) Subject to and upon the Closing Dateterms and conditions contained herein, in addition to the Lenders then party Revolving Loans and Letter of Credit Accommodations under Sections 2.1 and 2.2 hereof, as a one-time accommodation to this Agreement made Borrower, each Term Lender severally (and not jointly) agrees to fund its Pro Rata Share of a term loans loan to Borrower in the aggregate original principal amount of $35,000,000 12,500,000 on the date hereof (such term loans, collectively, the “Original "Term Loan”"). On the Fourth Amendment Effective DateThe Term Loan is (i) to be repaid, the Lenders then party to together with interest and other amounts, in accordance with this Agreement made additional term loans and the other Financing Agreements and (ii) secured by all of the Collateral (subject to Borrower in the aggregate principal amount application of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”proceeds provisions contained herein). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original The entire unpaid principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan thereon shall be due and payable on the earlier of (i) the Maturity Date, and (ii) Term Loan Termination Date or the date acceleration of the acceleration Obligations. Except for the making of the Term Loan as set forth in this Section, Borrower shall have no right to request and Term Lenders shall have no obligation to make any additional loans or advances to Borrowers under this Section and any repayments of the Term Loan shall not be subject to any readvance to or reborrowing by Borrower. The parties hereto agree and acknowledge that proceeds from the making of the Term Loan in accordance with the terms amount of $12,500,000 shall be applied to prepay the Revolving Loans initially funded on the date hereof. All principal of(b) Borrower may prepay the Term Loan at any time without penalty; provided that, interest on, and other amounts payable in respect (i) each such prepayment of the Term Loan shall constitute Obligations.be in a minimum principal amount of $1,000,000 and integral multiples of $100,000 in excess thereof, (ii) no Event of Default shall exist immediately before, and immediately after giving effect to, such prepayment and (iii) Borrower shall have Excess Availability of at least $10,000,000 after giving effect to such prepayment. (c) Agent, on behalf of Borrower, agrees to record the Term Loan on the Register referred to in Section 13.6(b). The Term Loan recorded on the Register (the "Registered Term Loan") may not be evidenced by promissory notes other than a Registered Term Note (as defined below). Upon the registration of a Term Loan, any promissory note (other than a Registered Term Note) evidencing the same shall be null and void and shall be returned to the Borrowers. Borrowers agree, at the request of Required Term Lenders, to execute and deliver to Term Lenders a promissory note in registered form to evidence such Registered Term Loan (i.e., containing registered note language) and registered as provided in Section 13.6(b) hereof (a "Registered Term Note"), payable to the order of each Term Lender and otherwise duly completed. Once recorded on the Register, the Obligations evidenced by such Registered Note may not be removed from the Register so long as it remains outstanding, and a Registered Term Note may not be exchanged for a promissory note that is not a Registered Term Note. 2.4

Term Loan. Pursuant to Section 1.6 of the 2004 Loan Agreement, the Existing Lenders made a term loan (the “Existing Term Loan”) to Katy in the amount of Twenty Million Dollars ($20,000,000). As of the Closing Date, the outstanding principal balance of the Existing Term Loan owed to Lenders who are Existing Lenders is Ten Million Twenty-Six Thousand Six Hundred Eighty and 04/100 Dollars ($10,026,680.04). Subject to the fulfillment or waiver of all the conditions precedent to the effectiveness of this Agreement, each U.S. Lender shall make additional term loans (collectively, the “2007 Term Loan”) to Katy in the aggregate principal amount equal to the amount set forth below such Lender’s name on the signature pages to this Agreement (such Lender’s “2007 Term Loan Commitment”). The aggregate amount of the New Term Loan Commitment is Five Hundred Seventy-Three Thousand Three Hundred Nineteen and 96/100 Dollars ($573,319.96). On the Closing Date, the Lenders then party to this Agreement made Existing Term Loan and the 2007 Term Loan shall be combined into one term loans to Borrower loan (the “Term Loan”) in the aggregate principal amount of Ten Million Six Hundred Thousand Dollars ($35,000,000 (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, 10,600,000) and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be repaid evidenced by amended and restated promissory notes executed and delivered by Katy to each U.S. Lender, the form of which is attached hereto and made a part hereof as Exhibit 1.2.1 to this Agreement (the “Term Note(s)”), shall bear interest as specified in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance Section 2.1 and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan repayable in accordance with the terms hereofof the Term Notes. All principal of, interest on, and other amounts payable in respect The proceeds of the Term Loan were or shall constitute Obligationsbe used by Katy solely for the purposes for which the proceeds of the Revolving Credit Loans are authorized to be used. Upon the closing of the transactions contemplated by this Agreement, the promissory notes evidencing the Existing Term Loan shall be returned to Katy marked “Amended and Superceded” or, with respect to promissory notes issued to Existing Lenders who are not Lenders hereunder, “Paid-In-Full.”

Term Loan. On Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make available to the Borrower on the Closing Date, Date such Lender's Term Loan Commitment Percentage of a term loan in Dollars (the Lenders then party to this Agreement made term loans to Borrower "Term Loan") in the aggregate principal amount of FIFTY --------- MILLION DOLLARS ($35,000,000 50,000,000) (such term loans, collectively, the “Original Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a "Term Loan Commitment agrees Committed Amount") for the -------------------------- purposes hereinafter set forth. The Term Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request. The Borrower shall request the initial Term Loan borrowing by written notice (severally, not jointly or jointly and severallytelephone notice promptly confirmed in writing which confirmation may be by fax) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall Agent not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. 11:00 A.M. (California Charlotte, North Carolina time) on the Business Day prior to the date that is the of requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Drawborrowing. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), the Term Loan for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal of the Term Loan shall be Amounts repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization Amount. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan may not be reborrowed. LIBOR Rate Loans shall be due made by each Lender at its LIBOR Lending Office and payable on Alternate Base Rate Loans at its Domestic Lending Office. Notwithstanding any provision herein to the earlier of contrary, (ix) the Maturity Date, LIBOR borrowing under Section 2.2 shall be made as a LIBOR Rate Loan having an Interest Period of fourteen (14) days and (iiy) subsequent to such initial LIBOR borrowing but prior to the date closing of the acceleration initial syndication of the Term Loan in accordance with Commitment and the terms hereofLoans to the Lenders, all LIBOR Rate Loans under Section 2.2 shall be continued as LIBOR Rate Loans having an Interest Period of fourteen (14) days. All principal of, LIBOR Rate Loans having an Interest Period of fourteen (14) days shall bear interest on, and other amounts payable in respect at the same rate as LIBOR Rate Loans having an Interest Period of the Term Loan shall constitute Obligationsone month.

Term Loan. On Subject to and upon the Closing Dateterms and conditions herein set forth, each Lender severally agrees to make to Borrowers a Post-Petition Term Loan Advance in an amount not to exceed such Lender's Term Loan Commitment. The Post-Petition Term Loan shall be comprised of Post-Petition Term Loan Advances that shall be funded by Lenders on the first Business Day after Agents notify Lenders then party to this Agreement made term loans to Borrower that the Post-Petition Term Loan Conditions are satisfied and in the an aggregate principal amount not to exceed the outstanding principal balance of $35,000,000 (and accrued interest with respect to the Pre-Petition Term Loan on such term loans, collectively, date. The proceeds of the “Original Post-Petition Term Loan Advances shall be used by Borrowers solely to pay in full the outstanding principal balance of and accrued interest with respect to the Pre-Petition Term Loan”). On the Fourth Amendment Effective Date, the Lenders then party to this Agreement made additional term loans to Borrower Each Post-Petition Term Loan Advance shall be evidenced by a Term Note in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”) up to the maximum amount set forth beside such Lender’s name on Schedule C-2; provided that (a) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed Commitment of the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw holder thereof, shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s electionrepaid, together with interest and other amounts, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity)accordance with this Agreement, the Term Loan for all purposes hereunder Notes and under the other Loan DIP Financing Documents and shall be secured by all of the Collateral in all respectsCollateral. The principal of the Post-Petition Term Loan shall be repaid in quarterly monthly installments of $425,000 each, with the first installment due on the last first day of the month immediately following the funding of the Post-Petition Term Loan Advances, and continuing on the first day of each fiscal quartermonth thereafter, with a final payment due upon the Commitment Termination Date. The Term Loan Commitment of each Lender shall expire on the funding by such quarterly installment in an amount equal Lender of its Post-Petition Term Loan Advance. Borrowers shall not be entitled to reborrow any amounts repaid with respect to the Quarterly Post-Petition Term Loan Amortization AmountAdvances. The outstanding unpaid principal balance and all accrued and unpaid interest All of the Post-Petition Term Loan Advances shall initially be Base Rate Loans. Each Lender shall make its Post-Petition Term Loan Advance available to Collateral Agent in immediately available funds, to such account of Collateral Agent as Collateral Agent may designate, not later than 12:00 noon on the first Business Day after Agents notify Lenders that the Post-Petition Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute ObligationsConditions are satisfied.

Term Loan. On the Closing Date, the Lenders then party to this Agreement made An existing term loans to Borrower loan in the original aggregate principal amount of $35,000,000 50,000,000 (such term loans, collectively, the “Original Existing Term Loan”). On ) was advanced to the Fourth Borrowers on May 15, 2015 and remains outstanding immediately prior to the Eighth Amendment Effective Date. Subject to the terms and conditions of this Agreement, on the Lenders then party to this Agreement made additional term loans to Borrower in the aggregate principal amount of $10,000,000 (such additional term loans, collectively, the “Additional Term Loan”). In addition, at the election of, and on a date or dates (each of which shall be a Business Day) identified by, Borrower, ClosingEighth Amendment Effective Date each Lender with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make delayed draw makeconvert, exchange and “cashless roll” its Pro Rata Share of the Existing Term Loan for an equivalent amount of new term loans to Borrower (such delayed draw term loans, collectively, the “Delayed Draw Term Loan”) during to Borrowers in an amount equal to, such Lender’s Pro Rata Sharethat as of the Delayed Draw Funding Period in separate draws (each such draw, a “Delayed Term Loan Draw”Amount by making the amount ofEighth Amendment Effective Date (a) up each Lender with a Term Loan Commitment shall hold an amount equal to such Xxxxxx’s Pro Rata Share of the Term Loan Amount available to Agent in immediately available funds, to the maximum amount set forth beside Deposit Account of Agent identified with such LenderXxxxxx’s name on Schedule C-2A-1, not later than 2:00 p.m. (Chicago time) on the Closing Date. After Agent’s receipt of the proceeds of the Term Loan, Agent shall make the proceeds thereof available to Borrowers on the Closing Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Accountin accordance with this Agreement and (b) the entire amount of the Existing Term Loan shall be deemed repaid simultaneously with the borrowing of the Term Loan, with each Lender with a Term Loan Commitment hereby irrevocably agreeing to accept, in lieu of cash for the outstanding principal amount of its Existing Term Loan so prepaid, an equal principal amount of the Term Loan in accordance with this Agreement; provided that (ax) each such Lender with a Term Loan Commitment hereby waives its right to any compensation for Funding Losses pursuant to Section 2.12(b)(ii) of this Agreement with respect to the conversion, exchange and “cashless roll” of its portion of the Existing Term Loan; and (y) the aggregate principal amount of any such Delayed Term Loan Draw shall not be less than $10,000,000Borrowers agree to pay to the Agent, (b) after giving effect to any such Delayed Term Loan Draw, the aggregate original principal amount of the Delayed Term Loan Draws shall not exceed the Delayed Draw Term Loan Amount and (c) the conditions precedent set forth in Section 3.2 shall have been satisfied. Each Delayed Term Loan Draw shall be made by a written request by an Authorized Person delivered to Agent. Such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the first interest payment date that is the requested funding date of the Delayed Term Loan Draw specifying the amount of such Delayed Term Loan Draw. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request. When funded, each Delayed Term Loan Draw shall become part of, and have all of the terms and conditions applicable to (including without limitation in respect of pricing, repayments and maturity), for the Term Loan pursuant to Section 2.12(a) (or otherwise, to the extent applicable, pursuant to Section 2.6(d)) following the Eighth Amendment Effective Date and for all purposes hereunder and under the other Loan Documents and shall be secured by the Collateral in all respects. The principal ratable benefit of the Lenders holding a portion of the Existing Term Loan, all accrued and unpaid interest on the Existing Term Loan shall be repaid in quarterly installments on the last day of each fiscal quarter, each such quarterly installment in an amount equal to the Quarterly Term Loan Amortization AmountEighth Amendment Effective Date. The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loan shall be due and payable on the earlier of (i) the Term Loan Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations. Any Term Loan Lender may request that any portion of its Term Loan Commitment or the Term Loan made by it be evidenced by one or more promissory notes. In such event, Borrowers shall promptly execute and deliver to such Term Loan Lender the requested promissory notes payable to the order of such Term Loan Lender in substantially the form attached hereto as Exhibit N-1. Thereafter, the portion of the Term Loan Commitments and Term Loan evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form payable to the order of the payee named therein.