Common use of Term Loan Clause in Contracts

Term Loan. (a) Bank will make a Term Loan available to Borrower. The Term Loan may be drawn down in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

Term Loan. (a) Bank will make a Subject to and upon the terms and conditions contained herein, each Lender agrees to continue its Term Loan available to Borrower. The Term Loan may be drawn down the Borrowers in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding US Dollars on the Availability End Closing Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such AdvanceUS$8,027,500. (b) All Advances If a Priority Event has occurred and is continuing, all payments shall be evidenced applied in accordance with Section 5.4. In the absence of a continuing Priority Event, the following payments shall be made: (i) Repayment of the Term Loan shall be made by the Term Note Borrowers to be executed Agent, for the benefit of Lenders, in quarterly installments in the amounts and delivered by Borrower to Bank on the Closing Date dates set out on Schedule 2.3(b)(i) hereto with the final payment due in respect thereof (together with all outstanding interest thereon) payable on the Maturity Date. (ii) The proceeds of any Debt Offering or Equity Offering shall be applied as a permanent repayment of the Term Loan provided a Priority Event shall not have occurred and be continuing or would result from such repayment. Such repayments of the Term Loan shall be applied to installments under Section 2.3(b)(i) in the inverse order of maturity. (iii) The proceeds of any sale of the Collateral shall be applied as a permanent repayment of the Term Loan; provided that: (A) prior to a Priority Event, if Agent has received such proceeds and Total Excess Availability is equal to or greater than US$1,000,000; and (B) after a Priority Event and subject to the Intercreditor Agreement if applicable, Agent shall apply such proceeds upon Agent’s receipt of such proceeds. Such repayments of the Term Loan shall be applied to installments under Section 2.3(b)(i) in the inverse order of maturity. (iv) The proceeds of any sale of Equipment secured through the Security Agreements (other than, in the absence of a continuing Priority Event, sales of Equipment of SMTC Canada in the Ordinary Course of Business) shall be applied as a permanent repayment of the Term Loan. Such repayments of the Term Loan shall subject to the Intercreditor Agreement. if applicable be applied to installments under Section 2.3(b)(i) in the inverse order of maturity. (v) The Borrower may make voluntary prepayments of the Term Loan upon the satisfaction of each of the following conditions: (a) Total Excess Availability would not be less than US$3,000,000 immediately after giving effect to such prepayment, (b) the average Total Excess Availability is not less than US$3,000,000 for the fifteen (15) days immediately preceding such repayment and (c) as of the date of any such prepayment and after giving effect thereto, no Default or Event of Default have occurred and be continuing or would result from such prepayment. Such repayments of the Term Loan shall be applied to installments under Section 2.3(b) in the inverse order of maturity. (vi) Any amounts repaid in respect of the Term Loan may not be reborrowed and shall be repaid in accordance with applied to permanently reduce the terms aggregate amount of the Term Note. Advances when repaid may not be reborrowedLoan. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

Term Loan. (a) Bank will Subject to and upon the terms and conditions hereof, each Lender severally agrees to make a its Term Loan available Commitment Percentage of a term loan (the "Term Loan") to Borrowerthe Borrower on the Closing Date in the aggregate principal amount of ONE HUNDRED TWENTY- FIVE MILLION DOLLARS ($125,000,000) for the purposes hereinafter set forth. The Term Loan may be drawn down in installments (each an "Advance" andconsist of Base Rate Loans or Eurodollar Loans, collectivelyor a combination thereof, as the Borrower may request. Unless otherwise specified, the "Advances") which Term Loan shall initially be available to Borrower through July 31, 2003 (the "Availability End Date")comprised entirely of Base Rate Loans. Each Advance shall The Term Loan will be made in a minimum amount of $500,000 and the number of Advances is limited to five (5)two separate advances. Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower The first advance will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank made on the Closing Date and shall in an aggregate principal amount of up to $110,000,000. The second advance will be repaid in accordance with made at any time from the terms Closing Date to April 1, 1996 upon the written request of the Borrower and confirmation by the Borrower to the Agent as to the uses for the proceeds thereof and satisfaction of the conditions set forth in Section 5.2, in an aggregate principal amount equal to the difference between the aggregate Term NoteLoan Committed Amount and the principal amount of the first advance under the Term Loan. Advances when Amounts repaid on the Term Loan may not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject Each Lender will make its Term Loan Commitment Percentage of each Term Loan advance available to the terms hereof, Bank will credit Advances to Borrower's deposit account Agent on the applicable date requested on for each such advance. Eurodollar Loans shall be made by each Lender at its Eurodollar Lending Office and Base Rate Loans at its Domestic Lending Office. In the Request Form. Bank may make Advances event the Borrower shall fail to borrow the entire Term Loan Committed Amount, the scheduled amortization payments required under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if Section 2.2(b) shall be reduced in inverse order of maturity by the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such relianceamount of the difference.

Term Loan. (a) Bank will Upon the terms and subject to the conditions of this Agreement, the Lender shall make a the Term Loan available to Borrower. The the Borrower in one or more term loan advances (each, a “Term Loan may be drawn down Advance”) from time to time from the date hereof until the Maturity Date, each in installments (each an "Advance" andamount which, collectively, when added to the "Advances") which shall be available to Borrower through July 31, 2003 sum of the principal amount of all Term Loan Advances then outstanding will not exceed $1,500,000 (the "Availability End Date"“Maximum Amount”). Each Term Loan Advance shall be in a minimum an amount that is an integral multiple of $500,000 100,000. The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such information shall not affect the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance obligation of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will to pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advanceamounts evidenced hereby. (b) All Advances The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be evidenced received by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may Lender not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 12:00 p.m. Eastern time one (1) Central Time five Business Day before Days preceding the day on which the Term Loan Advance is requested to be made. Borrower must promptly confirm the notification Each Borrowing Notice shall be signed by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if of the Advances Borrower and certify that (i) the representations and warranties contained in this Agreement are necessary correct in all material respects on and as of such date, before and after giving effect to meet Obligations which the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making of a Term Loan Advance set forth in Section 9, as applicable, below have become duebeen satisfied. Bank may rely on any telephone notice given On the Borrowing Date, the Lender shall make the requested Term Loan Advance by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due payment of immediately available funds to such reliancethe Designated Funding Account.

Term Loan. (a) Bank will make a Subject to the terms and conditions hereof, each Term Loan Lender severally agrees to make term loans ("Term Loans") to the Borrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the amount of such Term Loan Lender's Term Loan Commitment; provided that $20,000,000 of such term loans shall only be available to Borrower. The Term Loan may be drawn down in installments (each an "Advance" and, collectively, the "Advances") which Borrower on the Closing Date and the remaining $2,000,000 of term loans shall be available to the Borrower through July 31, 2003 (during the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited Commitment Period solely to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding pay interest on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning due date thereof on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such AdvanceLoans as required hereunder. (b) All Advances shall The Term Loans may from time to time be evidenced (i) Eurodollar Loans or (ii) Base Rate Loans or (iii) a combination thereof, as determined by the Term Note Borrower and notified to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid Agent in accordance with subsections 2.1(c) and 2.7, provided that no Term Loan shall be made as a Eurodollar Loan after the terms of day that is one month prior to the Term Note. Advances when repaid may not be reborrowedTermination Date. (c) To obtain an AdvanceThe Borrower may borrow during the Commitment Period in accordance with the proviso to subsection 2.1(a) on any Working Day, if all or any part of such Term Loans are to be initially Eurodollar Loans, or on a Business Day, if all of such Term Loans are to be initially Base Rate Loans, provided that the Borrower shall give the Agent irrevocable notice (which notice must notify Bank be received by the Agent prior to 10:00 A.M., Los Angeles time, (a) three Business Days prior to the notice is irrevocablerequested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before prior to the day on which requested Borrowing Date, otherwise), specifying (i) the Advance is amount to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.borrowed,

Term Loan. (a) Bank will make a Term Loan available to Borrower. The Term Loan may be drawn down in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding Lender severally agrees on the Availability End Date are payable terms and conditions set forth in thirty-six this Agreement to make Advances in Dollars to the Company (36upon request of the Company pursuant to this Agreement) equal monthly installments of principal, plus accrued interest, beginning on the 1st Termination Date in an amount up to the sum of each month commencing on August 1, 2003 and ending on July 1, 2006 (i) the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance Dollar equivalent of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original outstanding principal amount of the Advances made by such AdvanceLender and outstanding as of the opening of business on the Termination Date plus (ii) the amount available to be borrowed as Advances from such Lender as of the opening of business on the Termination Date. The aggregate of such Advances is collectively called the "Term Loan". (b) All Advances The Term Loan shall be evidenced made upon the irrevocable written notice (including notice via facsimile confirmed immediately by a telephone call) of the Company in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent not later than 11:00 a.m. New York City time not less than three Business Days prior to the Termination Date), specifying: (A) the amount of the Term Note Loan which shall be in a principal amount not more than the sum of (i) the Dollar equivalent of the aggregate principal amount of the Advances which will be outstanding as of the opening of business on the Termination Date, plus (ii) the amount available to be executed and delivered by Borrower to Bank borrowed from the Lenders as of the opening of business on the Closing Date Termination Date; (B) whether the Term Loan is to be comprised of Base Rate Advances or EURO Rate Advances, and the amounts of such Advances; and (C) the Interest Period applicable to the Advances included in such notice; provided, that, the Term Loan shall be repaid made only if the Company, in accordance with Section 2.15, shall have requested that the terms of then current Termination Date be extended; and provided further that if the Term Note. Advances when repaid may not Loan is made no Commitment Termination Date of any Lender shall be reborrowedextended. (c) To obtain an AdvanceThe proceeds of the Term Loan, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereofextent required, Bank will credit be used to pay the principal amount of the Advances to Borrower's deposit account outstanding as of the opening of business on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such relianceTermination Date.

Term Loan. Each Term Lender agrees, severally and not jointly, to lend to Borrower in one draw (a) Bank will the “Initial Advance”), on the Closing Date, its Pro Rata Share of $5,000,000 (collectively with all Advances (as defined below), the “Term Loan”). Subsequent to the Closing Date, each Term Lender agrees, severally and not jointly, subject to the terms and conditions hereof, to make a Term Loan available to Borrower. The Term Loan may be drawn down in installments its Pro Rata Share of advances (each an "“Advance" ”) requested by Borrower hereunder; provided, however that the amount of any Advance to be made any time shall not exceed the Outstanding Term Loan 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 shall be accompanied by evidence satisfactory to the Agent that the conditions set forth in Section 3.2 and Section 3.3, as applicable, have been satisfied. Promptly after receipt of any such written notice from Borrower, Agent shall give each Term Lender written notice thereof. The obligations of each Term Lender hereunder shall be several and not joint. Notwithstanding anything herein or otherwise to the contrary, no Term Lender shall have any obligation to fund any Advance if as of the 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 Advance. Borrower may not at any time reduce the Term Loan Commitment without the Agent’s prior written consent. Borrower shall repay the Term Loan through periodic payments on the last day of each 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 entire remaining unpaid principal of the Term Loan which shall be due and payable on April 20, 2014 (all such installments, the “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) (as amended, modified, extended, substituted or replaced from time to time, each a “Term Note” and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise“Term Notes”), and Borrower will pay an additional amount equal to three shall execute and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the deliver a Term Note to be executed and delivered by each such Term Lender. Each Term Note shall represent the obligation of Borrower to Bank on pay the Closing Date and shall be repaid in accordance with the terms amount of the applicable Term Note. Advances when repaid may not be reborrowedLender’s Term Loan Commitment, together with interest thereon. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

Term Loan. (a) Bank will Upon the terms and subject to the conditions of this Agreement, the Lender shall make a the Term Loan available to Borrower. The the Borrower in one or more term loan advances (each, a “Term Loan may be drawn down Advance”) from time to time from the date hereof until the Maturity Date, each in installments (each an "Advance" andamount which, collectively, when added to the "Advances") which shall be available to Borrower through July 31, 2003 sum of the principal amount of all Term Loan Advances then outstanding will not exceed $2,000,000 (the "Availability End Date"“Maximum Amount”). Each Term Loan Advance shall be in a minimum an amount that is an integral multiple of $500,000 and not less than $500,000. The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such information shall not affect the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance obligation of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will to pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advanceamounts evidenced hereby. (b) All Advances The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be evidenced received by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may Lender not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 12:00 p.m. Eastern time one (1) Central Time five Business Day before Days preceding the day on which the Term Loan Advance is requested to be made. Borrower must promptly confirm the notification Each Borrowing Notice shall be signed by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if of the Advances Borrower and certify that (i) the representations and warranties contained in this Agreement are necessary correct in all material respects on and as of such date, before and after giving effect to meet Obligations which the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making of a Term Loan Advance set forth in Section 9, as applicable, below have become duebeen satisfied. Bank may rely on any telephone notice given On the Borrowing Date, the Lender shall make the requested Term Loan Advance by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due payment of immediately available funds to such reliancethe Designated Funding Account.

Term Loan. (a) Bank will Congress Financial Corporation (Western), now known as Wachovia Capital Finance Corporation (Western) as lender under the Original Loan Agreement made a term loan to Borrowers as evidenced by that certain Fourth Amended and Restated Term Promissory Note dated June 16, 2004 in the original principal sum of $3,500,000 and with an outstanding principal balance of $2,916,662. Subject to the terms and conditions contained herein, each Term Loan Lender severally (and not jointly) agrees to make a term loan to Borrowers (each a "Term Loan" and collectively the "Term Loans") on the Closing Date in an amount equal to such Term Loan available to BorrowerLender's Pro Rata Share of such outstanding principal balance. The Term Loan may Loans shall be drawn down (a) evidenced by the Term Notes, (b) repaid with interest in installments (each an "Advance" and, collectivelyaccordance with this Agreement, the "Advances"Term Notes and other Financing Agreements, and (c) which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance secured by all of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such AdvanceCollateral. (b) All Advances Notwithstanding anything to the contrary contained herein, the Real Estate may be sold or refinanced and Agent shall be evidenced by release its liens against the Real Estate in connection with the sale or refinance thereof, provided, that, (i) no Default or Event of Default has occurred and is continuing, (ii) the net proceeds of the sale or refinance are remitted to Agent for application first to any principal outstanding on the Term Note Loans and any accrued but unpaid interest thereon, and then to be executed any other Obligations, and delivered by Borrower to Bank (iii) upon the application of such net proceeds that are payable in cash on the Closing Date closing of the sale or refinance, any principal outstanding on the Term Loans and shall any accrued but unpaid interest thereon would be repaid paid and satisfied in full and the Excess Availability would not be less than Seven Million Dollars ($7,000,000). Upon any refinance of the Real Estate in accordance with the terms foregoing, any indebtedness secured solely by the Real Estate and any lien against the Real Estate securing such indebtedness will be permitted for the purposes of the Term Note. Advances when repaid may not be reborrowedSections 9.8 and 9.9 hereof. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

Term Loan. (a) Bank will Subject to and upon the terms and conditions contained herein, each Lender severally (and not jointly) agrees to make a Term Loan available term loan to Borrower. The Term Loan may be drawn down in installments the Borrowers (each an "Advance" andsuch loans, collectively, the "Advances"“Term Loan”) which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date in an aggregate principal amount equal to the lesser of (x) such Lender’s Term Loan Commitment and (y) such Lender’s Pro Rata Share of the Borrowing Base as of such date (based upon the Borrowing Base Certificate delivered by the Administrative Borrower to Agent on the Closing Date). The execution and delivery of this Agreement by Borrowers and the satisfaction of, or waiver of, the conditions precedent set forth in Section 4 shall be repaid in accordance with deemed to constitute Borrowers’ request to borrow the terms Term Loan on the Closing Date. Upon such Lender’s making of its portion of the Term NoteLoan, the Term Loan Commitment of such Lender shall be terminated automatically in full. Advances when Any portion of the Term Loan repaid or prepaid may not be reborrowed. (b) To the extent that any facts or circumstances (i) have led to Agent establishing a Reserve pursuant to one provision of this Agreement, Agent shall not establish any Reserves based on the same such facts or circumstances pursuant to any other provision of this Agreement, and (ii) were taken into account in calculating any component of the Borrowing Base or Borrowing Base II, as applicable, Agent shall not establish any Reserves based on the same such facts or circumstances. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereofpayment of any applicable Early Termination Fee, Bank will credit Advances to Borrower's deposit account on the date requested of delivery of any Borrowing Base Certificate, if the Term Loan Outstandings at any time exceed the Borrowing Cap, then the Agent shall instruct the ABL Agent (with notice to the Borrower) in writing to immediately implement the Push Down Reserve (as defined in this Agreement) under the ABL Credit Agreement; provided that if the ABL Agent refuses to implement the Push Down Reserve in full under the ABL Credit Agreement (including, without limitation, due to ABL Excess Availability being insufficient) within three (3) Business Days after receipt of such instruction, Borrowers shall immediately repay to Agent the entire amount (less the amount of any Push Down Reserve implemented) of any such excess of the Term Loan Outstandings over the Borrowing Cap plus any accrued, unpaid interest and fees payable thereon. (d) If at any point after March 28, 2020 the Borrowing Base II Period is no longer applicable, at Agent’s election, the Agent may implement either (a) a Push Down Reserve pursuant to Section 2.1(d) of an amount by which the Term Loan Outstandings exceed Borrowing Base II or (b) apply Section 2.2(a) requiring the payments required therein. For purposes herein, “Borrowing Base II Period” shall mean the period beginning on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer first day of any fiscal quarter after which the Term Loan Outstandings equal or his or her designee or without instructions if are less than the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank lesser of (x) $25,000,000 and (y) the then amount of Borrowing Base II for any loss Bank suffers due to such reliancethe prior quarter ended until the Term Loan Outstandings exceed the lesser of (x) $25,000,000 and (y) the then amount of Borrowing Base II.

Term Loan. (a) Bank will make Subject to and upon the terms and conditions contained herein, in addition to the Revolving Loans and Letter of Credit Accommodations under Sections 2.1 and 2.2 hereof, as a Term Loan available one-time accommodation to Borrower, each Term Lender severally (and not jointly) agrees to fund its Pro Rata Share of a term loan to Borrower in the original principal amount of $12,500,000 on the date hereof (the "Term Loan"). The Term Loan may is (i) to be drawn down repaid, together with interest and other amounts, in installments accordance with this Agreement and the other Financing Agreements and (each an "Advance" and, collectively, ii) secured by all of the "Advances") which Collateral (subject to the application of proceeds provisions contained herein). The entire unpaid principal amount of the Term Loan and all accrued and unpaid interest thereon shall be available due and payable on the earlier of the Term Loan Termination Date or the acceleration of the 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 the amount of $12,500,000 shall be applied to prepay the Revolving Loans initially funded on the date hereof. (b) Borrower through July 31may prepay the Term Loan at any time without penalty; provided that, 2003 (i) each such prepayment of the "Availability End Date"). Each Advance Term Loan shall be in a minimum principal amount of $500,000 1,000,000 and the number integral multiples of Advances is limited $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 five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may not be reborrowedprepayment. (c) To obtain an AdvanceAgent, Borrower must notify Bank (on behalf of Borrower, agrees to record the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before Term Loan on the day Register referred to in Section 13.6(b). The Term Loan recorded on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B Register (the "Payment/Advance FormRegistered 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"). Subject , payable to the terms hereof, Bank will credit Advances to Borrower's deposit account order of each Term Lender and otherwise duly completed. Once recorded on the date requested on Register, the Request Form. Bank Obligations evidenced by such Registered Note may make Advances under this Agreement based on instructions not be removed from the Register so long as it remains outstanding, and a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank Registered Term Note may rely on any telephone notice given by not be exchanged for a person who promissory note that is not a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such relianceRegistered Term Note.

Term Loan. (a) Bank will Subject to the terms and conditions set forth in this Agreement, Lender shall, on the date hereof, make a Term Loan available to Borrower. The Term Loan may be drawn down in installments (each an "Advance" and, collectively, the "Advances") which shall be available term loan to Borrower through July 31, 2003 (the "Availability End DateTerm Loan"). Each Advance shall be ) in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such AdvanceEight Million ($8,000,000) U.S. Dollars. (b) All Advances The Term Loan shall be evidenced by the Term Note to be executed by, and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with a single promissory note of Borrower in the terms form attached hereto as EXHIBIT B duly completed, executed and delivered to Lender, in the principal amount of $8,000,000 dated of even date herewith, payable to Lender and maturing on the Maturity Date (the "Term Note. Advances when repaid may not be reborrowed"). (c) To obtain an AdvanceBorrower shall make mandatory scheduled principal payments under the Term Note quarterly in the amount of $285,714.28 per calendar quarter, commencing January 1, 1998 and continuing on the first day of each succeeding quarter thereafter until the outstanding principal amount of the Term Note, together with all interest accrued thereon, has been fully paid, except that if not sooner paid, the principal amount, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date. (d) Borrower must notify Bank may prepay any portion of the outstanding principal of the Term Loan, in whole or in part, together with accrued interest to the date of such prepayment on the amount prepaid, (i) with respect to any principal portion that bears interest with reference to the notice is irrevocablePrime Rate, on any Business Day, without Make-Whole Premium, and (ii) by facsimile no later than 3:00 p.m. Eastern time one (1) with respect to any principal portion that bears interest with reference to LIBOR, on the last Business Day before of the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject Interest Period applicable to the terms hereofportion of the Term Loan being prepaid, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such relianceMake-Whole Premium.

Term Loan. (aSubject to the limitations set forth in this Section 2.05(a) Bank will make a and to the terms and provisions of the Term Intercreditor Agreement and ABL Intercreditor Agreement, as applicable, the Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loan available in whole or in part without premium or penalty, provided that (x) such written notice must be received by the Administrative Agent not later than 1:00 p.m. three (3) Business Days prior to Borrower. The any date of prepayment of SOFR Loans (provided, it being agreed, that the failure to deliver such notice shall not constitute a Default or an Event of Default); and (y) any such prepayment of the Term Loan may be drawn down in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum principal amount of $500,000 1,000,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such ▇▇▇▇▇▇’s Pro Rata Share of such prepayment. If such notice is delivered by the Borrower, the Borrower shall make such prepayment and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate payment amount specified in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes notice shall be due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested specified therein; provided, that any notice of prepayment may state that such prepayment is conditioned upon the effectiveness of other Indebtedness or the consummation of an acquisition or Disposition or the occurrence of a Change of Control, in which case, such notice may be revoked by the Borrower by written notice to the Administrative Agent on or prior to the Request Formspecified effective date of such transaction. Bank Any prepayment of a Term Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoing, the Borrower may make Advances under this Agreement based on instructions from a Responsible Officer not voluntarily prepay any Term Loans that are SOFR Loans unless such Term Loans are prepaid at the end of the applicable Interest Period or his or her designee or without instructions if unless the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to pays at the time of such relianceprepayment all breakage costs associated with such prepayment as provided in Section 3.05 hereof.

Term Loan. (a) Bank will Upon the terms and subject to the conditions of this Agreement, the Lender shall make a the Term Loan available to Borrower. The the Borrower in multiple term loan advances (each, a “Term Loan may be drawn down in installments Advance”) on the dates (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End a “Borrowing Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a”) and is payable monthly. Advances outstanding on in the Availability End Date are payable in thirty-six (36) equal monthly installments amounts set forth below: Within two Business Days after receipt by the Lender of principal, plus accrued interest, beginning on the 1st of each month commencing on initial Borrowing Notice $ 1,000,000 August 1, 2003 and ending on July 2014 $ 1,500,000 September 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance 2014 $ 2,000,000 The sum of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of all Term Loan Advances will not exceed $4,500,000 (the “Maximum Amount”). The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such Advanceinformation shall not affect the obligation of the Borrower to pay amounts evidenced hereby. (b) All Advances The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be evidenced received by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may Lender not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 12:00 p.m. Eastern time one (1) Central Time two Business Day before Days preceding the day on which the Term Loan Advance is requested to be made. Borrower must promptly confirm the notification Each Borrowing Notice shall be signed by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if of the Advances Borrower and certify that (i) the representations and warranties contained in this Agreement are necessary correct in all material respects on and as of such date, before and after giving effect to meet Obligations which the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making of a Term Loan Advance set forth in Section 9 below have become duebeen satisfied. Bank may rely on any telephone notice given On the Borrowing Date, the Lender shall make the requested Term Loan Advance by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due payment of immediately available funds to such reliancethe Designated Funding Account.

Term Loan. Subjectct to the terms and conditions of this Agreement and the Share Purchase Agreement, and in reliance on the representations and warranties of Borrower set forth herein and in the Other Documents and the representations and warranties of each Term Loan Lender set forth in the Share Purchase Agreement, each Term Loan Lender, severally and not jointly, shall be deemed to advance on the Closing Date to Borrower a Term Loan in the sum equal to such Term Loan Lender’s Term Loan Commitment Percentage of $57,150,000 in exchange for such Term Loan Lender’s Preferred Shares and Warrants, which (i) Preferred Shares shall be deemed to have been repurchased by Borrower and no longer outstanding upon the deemed advance of such Term Loan and (ii) Warrants shall deemed to be cancelled and of no further force and effect upon the deemed advance of such Term Loan. Each Term Loan Lender shall deliver or cause to be delivered to Borrower not later than 14 calendar days after the Closing Date (a) Bank will make a Term Loan available the original certificate(s) for its Preferred Shares, duly endorsed for transfer or accompanied by stock powers duly executed in blank, and (b) its original Warrant(s), or affidavits of Lost Certificate and Warrants in form reasonably acceptable to Borrower. The Term Loan may be drawn down in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank deemed advanced on the Closing Date and shall be repaid in accordance be, with respect to principal, interest and any other amount due thereunder, payable on the terms last day of the Term Note. Advances when repaid may not be reborrowed. (c) To obtain Term, subject to acceleration upon the occurrence of an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances Event of Default under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliancetermination of this Agreement.

Term Loan. An advance shall be made hereunder to Dealers on the Loan Date in the principal amount of $75,000,000.00 (athe "Term Loan") Bank will make a Term Loan available the proceeds of which shall be used to Borrowerrepay $75,000,000.00 of WCO Advances owed to IBM Credit hereunder. The Term Loan may shall constitute a single advance and shall be drawn down in installments (each an "the form of a WCO Advance" and, collectively. Except as set forth in this subparagraph, the "Advances") which Term Loan shall be available subject to Borrower through July 31all of the terms and provisions applicable to other WCO Advances. Notwithstanding any other term or provision of this Agreement applicable to WCO Advances, 2003 provided no Event of Default has occurred and is continuing: (i) the Term Loan shall accrue a finance charge each month equal to the product of the Term Loan Rate, as defined herein, multiplied by the average daily balance of the outstanding Term Loan for the applicable period, (ii) the principal amount of the Term Loan shall be due and payable the earlier of (x) the date that the Existing Agreement is terminated and (y) February 3, 1997 (the "Availability Loan End Date"). Each Advance shall be , (iii) subject to the following sentence, in a minimum the event that Dealers repay any portion of the principal amount of the Term Loan before the Loan End Date, Dealers shall pay to IBM Credit along with such repayment a pre-payment fee of $500,000 and the number of Advances is limited to five 50,000 (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty"Pre-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity DatePayment Fee"). On the Maturity Date, or (iv) if on such earlier any date that the principal balance of the Advance is repaid or becomes due and payable (whether by accelerationTerm Loan exceeds the Term Loan Maximum Amount, prepayment or otherwise), Borrower will pay the Term Loan shall be prepaid on such date in an additional amount equal to three such excess, and one half percent (3.50%v) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms repayments of the Term Note. Advances when repaid Loan may not be reborrowed. . Provided, however, if Dealers repay such Term Loan pursuant to subsection (c) To obtain an Advancebelow, Borrower must notify Bank such Pre-Payment Fee shall be waived by IBM Credit. For purposes of this subparagraph, "Term Loan Rate" shall be the greater of (x) Prime Rate plus 1.875% and (y) the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the Base Rate plus 1.0%." For purposes of this subparagraph Term Loan Maximum Amount shall mean 80% of Eligible Accounts."Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

Term Loan. (a) Bank will Each Lender severally agrees, on the terms and subject to the conditions hereinafter set forth, on the Closing Date to make a multi- advance Term Loan available to Borrowerthe Borrower until the Maturity Date in an aggregate outstanding amount not to exceed $50,000,000, as reduced pursuant to Sections 2.05 and 2.06 hereof, provided that, notwithstanding the foregoing, in no event shall the Borrower be entitled to borrow any Term Loan Initial Advance until it has delivered to the Administrative Lender a duly completed and executed Compliance Certificate demonstrating pro forma compliance through the Maturity Date in reasonable detail. The Term Loan may shall be drawn down made available to the Borrower in installments multi-advances in amounts not less than $10,000,000 (each or in $5,000,000 integral multiples thereof) and in an "Advance" andaggregate amount outstanding not to exceed $50,000,000, collectivelyfrom the Closing Date until the earlier of (i) the second anniversary of the Closing Date or (ii) the first date that the aggregate outstanding Advances under the Term Loan equals $50,000,000, the "Advances") at which shall time only Refinancing Advances will be available to the Borrower through July 31under the Term Loan. Once made, 2003 (any Advance that is prepaid by the "Availability End Date"). Each Advance shall be in a minimum Borrower will reduce the outstanding amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note Loan and will not be available to be executed and delivered by reborrowed. The Borrower agrees to Bank on repay the Closing Date and shall be repaid Term Loan in accordance with the terms of the Section 2.06(c) hereof. The Term Note. Advances when repaid may not Loan shall initially consist of an Advance which shall be reborrowed. (c) To obtain an a Base Advance or LIBOR Advance, Borrower must notify Bank (as specified in the related notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the of borrowing or conversion, and each subsequent Advance is to shall be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/either a Base Advance Request Form attached as Exhibit B (the "Payment/Advance Form")or LIBOR Advance. Subject to the terms hereofand conditions of this Agreement, Bank will credit the Borrower may convert a Base Advance made under the Term Loan to a LIBOR Advance at any time; provided that the Borrower pays all accrued and unpaid interest on such Base Advance concurrently. Notwithstanding any provision of any Loan Papers to the contrary, on any date of determination, in no event shall the sum of all outstanding Advances to Borrower's deposit account under the Term Loan exceed $50,000,000 minus all prepayments made on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such relianceTerm Loan.

Term Loan. (a) Bank will make a Term Loan available The amount of any term loans being made by Lender to Borrower. The Term Loan may be drawn down any Borrower on the date hereof is set forth in installments (each an "Advance" and, collectively, the "Advances"Section 10.2(a) which shall be available to Borrower through July 31, 2003 (the "Availability End DateInitial Term Loans"). Each Advance Such Initial Term Loans shall be evidenced by a promissory note delivered by each Borrower receiving an Initial Term Loan to Lender and shall be repaid, together with interest and other amounts, in a minimum amount of $500,000 accordance with this Agreement and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advancepromissory notes. (b) All Advances The amount of any additional term loans which may be available to any Borrower at Lender's discretion after the date hereof is set forth in Section 10.2(b) ("Additional Term Loans" and together with the Initial Term Loans, the "Term Loans"). Such Additional Term Loans shall be evidenced by the Term Note to be executed and promissory notes delivered by such Borrower to Bank on the Closing Date Lender, in form and substance reasonably acceptable to Lender, and shall be repaid together with interest and other amounts in accordance with this Agreement and such promissory notes. All promissory notes evidencing such Additional Term Loans, together with the terms of promissory notes evidencing the Initial Term Note. Advances when repaid may not Loans, shall be reborrowedreferred to as the "Promissory Notes." (c) To obtain All appraisals conducted in connection with the Term Loans shall be conducted at Borrowers' expense by an Advanceindependent appraiser reasonably acceptable to Lender. In addition, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject with respect to the terms hereofAdditional Term Loans, Bank will credit Advances (i) Lender shall have received such appraisal at least thirty (30) days prior to Borrower's deposit account on the date of the requested on advance for such Additional Term Loan, (ii) Lender shall have received from Borrower evidence reasonably satisfactory to Lender that the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given machinery and equipment has been purchased by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due and delivered to such relianceBorrower at one of its locations set forth in Section 10.6(e) and that such machinery and equipment is in place and operational and (iii) Lender shall have received invoices and such other documentation as reasonably requested by Lender.

Term Loan. (a) Bank will make 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 a Term Loan available to Borrower. The Term Loan may be drawn down in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. Sixteen Million Dollars ($16,000,000). The Term Loan shall be funded in two separate tranches as follows: (i) the first tranche of the Term Loan in the amount of Eleven Million Dollars ($11,000,000) (the “First Tranche”) shall be funded on the Closing Date, subject to the satisfaction of all of the conditions precedent set forth in Section 3.1 hereof and (ii) provided that all of the conditions precedent set forth in Section 3.2 shall have been satisfied, an additional tranche of the Term Loan in the amount of Five Million Dollars ($5,000,000) (the “Second Tranche”) shall be funded on or about the date set forth in Borrower’s written request delivered to Agent in accordance with Section 3.2(A), provided, that (a) Lenders’ obligation to fund the Second Tranche shall expire, and shall automatically become null and void, on May 25, 2013 (the “Second Tranche Expiration Date”) and (b) All Advances for the avoidance of doubt, Borrower shall be evidenced by not have any right to request, and Lenders shall not have any obligation to make, any funding of the Second Tranche of any lesser amount other than the amount set forth above. The Term Note Loan hereunder shall consist of both the First Tranche and, to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid extent funded in accordance with the terms foregoing sentence, the Second Tranche, without differentiation or distinction or any obligation of Lenders to record or account for the separate principal balance of or the separate accrual of any interest or fees on either the First Tranche and/or the Second Tranche, which together shall constitute one undivided Term NoteLoan, and all interest and fees provided for hereunder shall accrue on and all payments or satisfactions of any kind or nature shall be applied to such undivided Term Loan as a whole, except to the extent otherwise provided in Section 2.5(C) hereof. Advances when The Term Loan shall be due and payable in full on the Maturity Date without defense, set off or counterclaim of any sort. Amounts borrowed under this Section 2.1 and repaid may not be reborrowed. (c) To obtain an Advance. On or prior to the Closing Date, Borrower must notify Bank (shall execute and deliver to each Lender a First Tranche Term Note to evidence such Lender’s Commitment Percentage of the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before First Tranche of the day Term Loan and, on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject or prior to the terms hereofSecond Tranche Closing Date, Bank will credit Advances Borrower shall execute and deliver to Borrower's deposit account on each Lender a Second Tranche Term Note to evidence such Lender’s Commitment Percentage of the date requested on Second Tranche of the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such relianceTerm Loan.

Term Loan. The Borrowers may, at any time and from time to time, upon at least 3 Business Days' prior written notice to the Administrative Agent (a) Bank will make or such shorter period of time as the Administrative Agent may agree to), prepay the principal of the Term Loans, in whole or in part; provided that such notice may provide that it is conditioned upon the consummation of another financing or the consummation of a Term Loan available to Borrower. The Term Loan sale of Equity Interests, in which case, such notice may be drawn down in installments (each an "Advance" and, collectively, revoked or extended by the "Advances") which shall be available Borrower if any such condition is not satisfied prior to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at termination of this Agreement in such notice. Each prepayment made pursuant to this Section 2.05(b)(ii) shall be accompanied by the rate in Section 2.2(apayment of (A) and is payable monthly. Advances outstanding accrued interest to the date of such payment on the Availability End Date are amount prepaid and (B) the Applicable Premium, if any, payable in thirty-six (36) equal monthly connection with such prepayment of the Term Loans. Each such prepayment shall be applied against the remaining installments of principal, plus accrued interest, beginning principal due on the 1st Term Loans (on a pro rata basis between the Tranche A Term Loan and the Tranche B Term Loan) in the inverse order of each month commencing on August 1, 2003 maturity; provided that in no event shall the Administrative Borrower be permitted to allocate any such prepayment between the Tranche A Term Loan and ending on July 1, 2006 (the "Maturity Date"). On Tranche B Term Loan if the Maturity Date, or on result of such earlier date allocation would be that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original aggregate then-outstanding principal amount of such Advance. (b) All Advances shall be evidenced by the Tranche A Term Note to be executed and delivered by Borrower to Bank on Loans is less than 60% of the Closing Date and shall be repaid in accordance with the terms aggregate then-outstanding principal amount of the Term Note. Advances when repaid Loans; provided, however, that such requirement may not be reborrowedwaived by the Collateral Agent in its discretion. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

Term Loan. (ai) Bank will Subject to the terms and conditions hereof, each Lender agrees to make a Term Loan available to Borrower. The Term Loan may be drawn down in installments Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each an "“Advance" and, collectively”). The aggregate amount of Advances shall not at any time through and including the Commitment Termination Date exceed the Term Loan Commitment. Furthermore, the "Advances") which Pro Rata Share of the aggregate Advances made by any Lender shall not at any time through and including the Commitment Termination Date exceed its separate Term Loan Commitment. The obligations of each Lender hereunder shall be available several and not joint. Until the Commitment Termination Date, any Borrower may borrow under this Section 1.1(a); provided, that the amount of any Advance to Borrower through July 31, 2003 (the "be made at any time shall not exceed Term Loan Availability End Date")at such time. Each Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than 11:00 a.m. New York time five (5) Business Days in advance of the funding date for the requested Advance (the date of the funding of any Advance, the “Funding Date”). Each such notice (a ”Notice of Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(a)(i), and shall include the information required in such Exhibit and such other information as may be required by Agent. Each Notice of Advance shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. Each Advance shall be made in a minimum amount of $500,000 2,000,000. On the Commitment Termination Date, the Term Loan Commitment will be automatically and permanently reduced to zero dollars ($0). Notwithstanding anything in this Agreement to the contrary, the determination whether to fund any requested Advance (other than the initial Advance to be funded on the Closing Date) shall be made on a case-by-case basis and shall require the consent of all of the Lenders. (ii) Except as provided in Section 1.12, each Borrower shall execute and deliver to each Lender a note to evidence the Term Loan Commitment of that Lender. Each note shall be in the principal amount of the Term Loan Commitment of the applicable Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(a)(ii) (each a “Term Note” and, collectively, the “Term Notes”). Each Term Note shall represent the obligation of the applicable Borrower to pay the applicable Lender’s Term Loan Commitment or, if less, such Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Advances to such Borrower together with interest thereon as prescribed in Section 1.5. The aggregate principal amount of the Advances advanced to each Borrower shall be the primary obligation of that Borrower (but shall also be guaranteed by all other Borrowers pursuant to Section 12), and the number principal amount thereof outstanding at any time is referred to herein as such Borrower’s “Allocable Share” of Advances is limited to five the Term Loan. (5). Interest accrues from iii) Each Borrower shall repay its Allocable Share of the date of each Advance at the rate Term Loan in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date quarterly installments that are payable in thirty-six as follows: (361) equal monthly installments of principalIf, plus accrued interestand for as long as, the Senior Term Loan is outstanding, each Borrower shall pay on each Loan Payment Date beginning on the 1st of each month commencing on August with April 1, 2003 2008 an amount equal to its Allocable Share of $175,000. (2) At any time that the Senior Term Loan is paid in full and ending all commitments with respect thereto have terminated, each Borrower shall pay on July 1each Loan Payment Date hereunder an amount equal to 1.875% of its Allocable Share of all Advances under the Term Loan outstanding as of December 31, 2006 (2006. Notwithstanding Section 1.1(a)(ii), the "Maturity Date"). On aggregate outstanding principal balance of the Term Loan shall be due and payable in full in immediately available funds on the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal if not sooner paid in full. No payment with respect to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid Loan may not be reborrowed. (civ) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject Each payment of principal with respect to the terms hereofTerm Loan shall be paid to Agent for the ratable benefit of each Lender, Bank will credit Advances ratably in proportion to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to each such relianceLender’s respective Pro Rata Share.

Term Loan. (a) Bank will make On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender with a Term Loan available Commitment, severally and for itself alone, agrees to Borrower. The make in Dollars such Lender’s Pro Rata Share of a term loan (the “Term Loan”) in one advance to the Borrower on the Closing Date in the aggregate amount of (x) the Maximum Term Loan may Facility minus (y) the outstanding aggregate principal amount of the “Term Loan” (as defined in the Original Term Loan Agreement) on the date hereof. As of the Closing Date, (x) 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 such advance on the Closing Date, the DM3\7000734.9 outstanding aggregate principal amount of the “Term Loan” (as defined in this Agreement) is equal to the Maximum Term Loan Facility and (y) the outstanding aggregate principal amount of the “Acquisition Loan” (as defined in the Original Term Loan 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” (as defined in the Original Term Loan Agreement) is equal to $0.00 and the “Acquisition Loan Commitment” (as defined in the Original Term Loan Agreement) shall be drawn down terminated; provided, however, on the Closing Date the Borrower shall make a voluntary prepayment of the Loan in installments an amount equal to $700,000.00 (each an "Advance" the “Closing Date Prepayment”), which amount shall be received by Administrative Agent and applied by Administrative Agent against the outstanding principal balance of the Term Loan, and, collectivelynotwithstanding anything to the contrary contained herein, the "Advances") which shall Administrative Agent and Lenders hereby consent to the Closing Date Prepayment and waive any requirement that any Prepayment Premium be available required to be delivered by the Borrower through July 31, 2003 (the "Availability End Date")in connection with such Closing Date Prepayment for this specific instance only. Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited Any amounts paid or applied to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable Term Loan (whether by acceleration, mandatory prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) may not be reborrowed hereunder. The payment obligations of the original principal amount of such Advance. (b) All Advances Borrower to the Lenders and Administrative Agent hereunder are and shall be evidenced by joint and several as provided in Section 12.21 hereof. Each Lender’s obligation to fund the Term Note Loan shall be limited to be executed such Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitment shall automatically and delivered by Borrower to Bank permanently terminate concurrently with the making of the Term Loan on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may not be reborrowedDate. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

Term Loan. (a) Upon the satisfaction of the conditions precedent to the making of the Term Loan as set forth in Section 3.1 below, Bank will make a Term Loan available to Borrower. The Term Loan may be drawn down single advance in installments the amount of Ten Million Dollars (each an "Advance" and, collectively, the "Advances"$10,000,000) which shall be available to Borrower through July 31, 2003 (such advance being referred to herein as the "Availability End Date"“Term Loan”). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances Interest accrues on the Term Loan from the date of the making of the Term Loan at the applicable interest rate as set forth in Section 2.3(a) and shall be evidenced by payable on the first day of the month following the making of Term Loan and continuing until such Term Loan has been repaid in full. The Term Loan shall be payable in forty eight (48) equal monthly installment payments consisting of principal and interest beginning on the first day of the month following the making of the Tem Loan and continuing on the first day of each of the succeeding forty seven months thereafter (such final installment payment date is referred to herein as the “Maturity Date”), provided that at any time that the interest rate changes (whether due to a change in the underlying Prime Rate, upon conversion to the Fixed Rate Option, or however otherwise arising) the above referenced payment amount shall be changed to reflect the modified interest rate and the remaining months for amortizing the then outstanding balance of the Term Note to be executed and delivered by Borrower to Bank Loan until the Maturity Date. Without limitation of the foregoing, on the Closing Maturity Date the Term Loan and all related Obligations shall be repaid in accordance with the terms full. Borrower may not reborrow any repaid portions of the Term Note. Advances when repaid may not be reborrowedLoan. (c) To obtain an Advancerequest the Term Loan, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 12:00 p.m. Eastern Pacific time one (1) Business Day before the day on which the Advance Term Loan is to be made. Borrower must promptly confirm The notice in the notification by delivering to Bank the Payment/Advance Request Form attached as form of Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from ) must be signed by a Responsible Officer or his or her designee or without instructions if such Person’s designee. Further, prior to the Advances making of the Term Loan, all conditions precedent thereto as set forth in Section 3.1 of this Agreement are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliancebe satisfied.

Term Loan. (ai) The Bank will has made term loans to the Borrowers in accordance with the terms of this Agreement, in connection with the Second Amendment to this Agreement, the Fifth Amendment to this Agreement, the Seventh Amendment to this Agreement and the Eighth Amendment to this Agreement (collectively, the “Prior Term Loans”). Immediately before giving effect to the Eleventh Amendment to this Agreement, the aggregate outstanding principal balance of the Prior Term Loans was $4,500,000 and the Borrowers’ obligation to pay the Prior Term Loans was evidenced by the Third Amended and Restated Term Note of the Borrowers dated April 15, 2016 and payable to the order of the Bank in the original principal amount of $6,000,000 (the “Prior Term Note”). (ii) The Bank agrees to make a new term loan to the Borrowers in the amount of $2,000,000 (the “Eleventh Amendment Term Loan”) on the date the conditions precedent to the Eleventh Amendment to this Agreement are satisfied and from and after such date, the Prior Term Loan available and the Eleventh Amendment Term Loan will be deemed to Borrowerbe a single term loan in the original principal amount of $6,500,000 and will be referred to as the “Term Loan”. The obligation of the Borrowers to pay the principal of, and interest on, the Term Loan shall be evidenced by the Term Note. The Borrowers will use the proceeds of the Eleventh Amendment Term Loan for the purposes of paying off the HHE Seller Note. The Term Loan may be drawn down prepaid in installments (each an "Advance" andwhole or in part at any time subject to Section 2.2(e), collectively, the "Advances") which but shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be due in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding full on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Term Loan Maturity Date, or on such earlier date that unless the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by credit extended under the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid Loan is otherwise accelerated, terminated or extended as provided in accordance with the terms of the Term Note. Advances when repaid may not be reborrowedthis Agreement. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

Term Loan. (a) Bank will make a Immediately prior to the Closing Date, the aggregate outstanding principal amount of the Original Revolving Loans was $105,928,429.38. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, on the Closing Date, $100,000,000 of the Original Revolving Loans shall automatically, and without any action on the part of any Person, be deemed to be converted into the Term Loan available under this Agreement and the Lenders shall, through the Agent (or the Co-Agent), make such adjustments among themselves as shall be necessary so that after giving effect to Borrower. The such assignments and adjustments the Term Loan may be drawn down in installments (each an "Advance" and, collectivelyLenders shall hold the Term Loan. On or prior to the Closing Date, the "Advances"Agent (or the Co-Agent) which shall be available notify each Lender of any assignments or adjustments that the Agent (or the Co-Agent) deems necessary or advisable such that, after giving effect to Borrower through July 31the transactions contemplated to occur on the Closing Date, 2003 (each Lender's interest in the "Availability End Date"). Each Advance Term Loan shall be in a minimum amount of $500,000 and accordance with the number of Advances is limited to five (5Term Loan Commitments set forth opposite its name on Schedule 1.2(a). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on All such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances assignments shall be evidenced by the Term Note deemed to be executed and delivered by Borrower to Bank occur hereunder automatically on the Closing Date and without any requirement for additional documentation, and, in the case of any such assignment, the assigning party shall be repaid deemed to represent and warrant to each assignee that it has not created any adverse claim upon the interest being assigned and that such interest is free and clear of any adverse claim. Each Lender hereby agrees to give effect to the instructions of the Agent (or the Co-Agent) to such Lender contained in accordance with the terms notice described above. The Co-Agent shall have the right, in its sole discretion, to convert all or any part of the Term Note. Advances when repaid may not be reborrowedLoan to Revolving Loans at any time and from time to time. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

Term Loan. (ai) Bank will Subject to and upon the terms and conditions of this Agreement, on the Closing Date or as soon thereafter as is practical, Lender shall make a one term loan to Borrower in the aggregate principal amount of Six Million Dollars ($6,000,000) (the “Term Loan available to Borrower. The Term Loan may be drawn down in installments (each an "Advance" andLoan”), collectively, the "Advances") which amount shall be available used to purchase or pay purchase obligations in connection with the specific Equipment that comprises the Collateral. (ii) Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in make thirty-six (36) monthly Periodic Payments payable in arrears, each of which shall equal monthly installments the product of principalthe loan factor of 3.2557% (“Loan Factor”) and the original principal amount, plus accrued interest, beginning in the Periodic Payment amount each month of $195,342.00. The first of the Periodic Payments shall be due and payable on the 1st Advance date of the Term Loan. Borrower also agrees to pay the interest portion of any initial partial month payment from the Advance date to but excluding the last day of the month in which the Advance is made, which equates to $1,769.27 per day. The remaining Periodic Payments shall be due on the last business day of each month commencing beginning January 31, 2011 and each month thereafter. The Term Loan, once repaid, may not be re-borrowed. Notwithstanding anything to the contrary contained in this Agreement, so long as no Event of Default shall exist and be continuing, Borrower may prepay the Obligations in full, but not in part, on August 1the following terms and conditions: (a) Borrower shall give Lender five (5) business days’ prior written notice of its intent to prepay the Obligations and such prepayment shall be made upon a regularly scheduled Periodic Payment date, 2003 and ending on July 1, 2006 and (b) Prepayment shall be in the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance full amount of the Advance is repaid or becomes due unpaid principal and payable earned but unpaid interest accrued to the date of prepayment components of the remaining Periodic Payments (whether which amounts shall be provided by acceleration, prepayment or otherwiseLender at the time of any prepayment), and any other outstanding Obligations including fees, taxes, costs or other reimbursements (including any indemnities) owing to Lender as so required by the terms of this Agreement, (in the aggregate, the “Prepayment Amount”). (c) In addition to the above Prepayment Amount, if Borrower will prepays its Obligations, Borrower shall pay an additional the following prepayment fee (“Prepayment Fee”): (i) If the prepayment is made in the first twelve (12) months after the Advance date hereof, a premium of three percent (3%) of the outstanding principal amount equal to three of the remaining Periodic Payments; (ii) If the prepayment is made after the end of the twelfth (12th) month and before the end of the eighteenth (18th) month after the Advance date hereof, a premium of one and one half percent (3.501.50%) of the original outstanding principal amount of such Advance.the remaining Periodic Payments; and (biii) All Advances If the prepayment is made after the end of the eighteenth (18th) month after the Advance date hereof, no premium shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on The acceptance by Lender of any telephone notice given by payment which is less than payment in full of all amounts due and owing at such time shall not constitute a person who is a Responsible Officer. Borrower will indemnify Bank for waiver of Lender’s right to receive payment in full at such time or at any loss Bank suffers due to such relianceprior or subsequent time.

Term Loan. (a) Bank will Subject to the terms and conditions of this Agreement, SIMA agrees to make a loan (the "Term Loan available Loan") to Borrowerthe Borrower on or before January 14, 2000 in the principal amount of Twenty Million Dollars ($20,000,000 (US)). The Term Loan may be drawn down advanced in installments (each an "Advance" andone or more installments, collectively, the "Advances") all of which shall be available to Borrower through July 31, 2003 evidenced by a single promissory note (the "Availability End DateTerm Note"). Each Advance shall be ) of the Borrower in a minimum amount substantially the form of $500,000 and the number of Advances is limited to five (5). Interest accrues from Exhibit A hereto, dated the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance first advance of the Advance is repaid or becomes due Term Loan, and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) the order of the original principal amount of such AdvanceSIMA. (b) All Advances At the request of Borrower, SIMA may (but shall not be obligated to) make additional Term Loan advances to Borrower ("Additional Advances") in excess of $20,000,000. The proceeds of each Additional Advance shall be used solely (i) to finance Capital Expenditures in excess of amounts permitted under clauses (a) through (g) of subsection 9.8 of the Credit Agreement or (ii) to pay dividends on Preferred Stock to the extent permitted under the Credit Agreement. Each Additional Advance shall be (x) added to the principal of the Term Loan, (y) subject to all the terms hereof applicable to the Term Loan, and (z) evidenced by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (SIMA shall endorse on the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form schedule attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereofTerm Note the amount of each advance (including any Additional Advance) made by it hereunder, Bank will credit Advances the amount of interest added to Borrower's deposit account the principal of the Term Loan and the amount of any payments or prepayments received by it in respect of principal on the date requested Term Loan. Any such endorsement shall constitute prima facie evidence of the accuracy of the information so recorded, absent manifest error. SIMA's failure to make any such notation shall not affect the obligation of Borrower to repay the unpaid principal amount of and all accrued interest on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such relianceTerm Loan.

Term Loan. (a) Bank will make a Term Loan term loan in an amount not to exceed Five Million Five Hundred Thousand Dollars ($5,500,000) available to Borrower. Borrower (the “Term Loan”). (b) The Term Loan may be drawn down requested in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 one advance only (the "Availability End Date"“Term Loan Advance”). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 12:00 p.m. Eastern Pacific time one (1) Business Day before the day on which the Term Loan Advance is to be made. Borrower must promptly confirm The notice in the notification by delivering to Bank the Payment/Advance Request Form attached as form of Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from ) must be signed by a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. authorized designee. (c) Borrower will indemnify repay the Term Loan in 60 equal installments of principal and interest (each, a “Term Loan Payment”). Each Term Loan Payment is payable on the same day of each month during the term of the loan, commencing on the date 30 days following the Term Loan Advance. Borrower’s final Term Loan Payment, due on the day specified for payment in the sixtieth month following the making of the Term Loan, includes all outstanding Term Loan principal and accrued interest. The Term Loan will be used solely for general working capital purposes or to pay off indebtedness owing under those certain Industrial Development Bonds Series 1988A and Taxable Series 1988B. (d) Borrower shall have the option to prepay all, or any portion, of the Term Loan Advances, provided Borrower (i) provides written notice to Bank for any loss Bank suffers due of its election to prepay the Term Loan Advances at least thirty (30) days prior to such relianceprepayment, and (ii) pays, on the date of the prepayment (A) all unpaid Term Loan Payments (including principal and interest) then due; (B) all unpaid accrued interest to the date of the prepayment; (C) the principal balance then outstanding; and (D) if such prepayment occurs prior to the third anniversary of the Term Loan, a prepayment fee in the amount of one percent (1.0%) of the then outstanding principal balance of the Term Loan which is being prepaid prior to the first anniversary, one-half percent (0.5%) after the first anniversary but prior to the second anniversary, and one-quarter percent (0.25%) after the second anniversary but prior to the third anniversary.

Term Loan. (a) Bank will Subject to and upon the terms and conditions contained herein, each Lender severally (and not jointly) agrees to make a Term Loan available term loan to Borrower. The Term Loan may be drawn down in installments the Borrowers (each an "Advance" andsuch loans, collectively, the "Advances"“Term Loan”) which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date in an aggregate principal amount equal to the lesser of (x) such Lender’s Term Loan Commitment and (y) such Lender’s Pro Rata Share of the Borrowing Base as of such date (based upon the Borrowing Base Certificate delivered by the Administrative Borrower to Agent on the Closing Date). The execution and delivery of this Agreement by Borrowers and the satisfaction of, or waiver of, the conditions precedent set forth in Section 4 shall be repaid in accordance with deemed to constitute Borrowers’ request to borrow the terms Term Loan on the Closing Date. Upon such Lender’s making of its portion of the Term NoteLoan, the Term Loan Commitment of such Lender shall be terminated automatically in full. Advances when Any portion of the Term Loan repaid or prepaid may not be reborrowed. (b) To the extent that any facts or circumstances (i) have led to Agent establishing a Reserve pursuant to one provision of this Agreement, Agent shall not establish any Reserves based on the same such facts or circumstances pursuant to any other provision of this Agreement, and (ii) were taken into account in calculating any component of the Borrowing Base or Borrowing Base II, as applicable, Agent shall not establish any Reserves based on the same such facts or circumstances. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereofpayment of any applicable Early Termination Fee, Bank will credit Advances to Borrower's deposit account on the date requested of delivery of any Borrowing Base Certificate, if the Term Loan Outstandings at any time exceed the Borrowing Cap, then the Agent shall instruct the ABL Agent (with notice to the Borrower) in writing to immediately implement the Push Down Reserve (as defined in this Agreement) under the ABL Credit Agreement; provided that if the ABL Agent refuses to implement the Push Down Reserve in full under the ABL Credit Agreement (including, without limitation, due to ABL Excess Availability being insufficient) within three (3) Business Days after receipt of such instruction, Borrowers shall immediately repay to Agent the entire amount (less the amount of any Push Down Reserve implemented) of any such excess of the Term Loan Outstandings over the Borrowing Cap plus any accrued, unpaid interest and fees payable thereon. (d) If at any point after March 28, 2020 the, a Borrowing Base II Period is no longer applicablehas been triggered then, upon the next Borrowing Base II End Date, at Agent’s election, the Agent may implement either (ai) a Push Down Reserve pursuant to Section 2.1(dc) of anin the amount by which the Term Loan Outstandings exceed Borrowing Base II or (bii) apply Section 2.2(a)(i)(B) requiring the payments required therein. For purposes herein, “Borrowing Base II Period” shall mean the period beginning on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer first day of any fiscal quarter after which the Term Loan Outstandings equal or his or her designee or without instructions if are less than the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank lesser of (x) $25,000,000 and (y) the then amount of Borrowing Base II for any loss Bank suffers due to such reliancethe prior quarter ended until the Term Loan Outstandings exceed the lesser of (x) $25,000,000 and (y) the then amount of Borrowing Base II.

Term Loan. (a) Bank will Upon the terms and subject to the conditions of this Agreement, the Lender shall make a the Term Loan available to Borrower. The the Borrower in one or more term loan advances (each, a “Term Loan may be drawn down Advance”) from time to time from the date hereof until the Maturity Date, each in installments (each an "Advance" andamount which, collectively, when added to the "Advances") which shall be available to Borrower through July 31, 2003 sum of the principal amount of all Term Loan Advances then outstanding will not exceed $10,000,000 (the "Availability End Date"“Maximum Amount”). Each Term Loan Advance shall be in a minimum an amount that is an integral multiple of $500,000 and not less than $500,000. The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such information shall not affect the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance obligation of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will to pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advanceamounts evidenced hereby. (b) All Advances The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be evidenced received by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may Lender not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 12:00 p.m. Eastern time one (1) Central Time five Business Day before Days preceding the day on which the Term Loan Advance is requested to be made. Borrower must promptly confirm the notification Each Borrowing Notice shall be signed by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if of the Advances Borrower and certify that (i) the representations and warranties contained in this Agreement are necessary correct in all material respects on and as of such date, before and after giving effect to meet Obligations which the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making of a Term Loan Advance set forth in Section 9, as applicable, below have become duebeen satisfied. Bank may rely on any telephone notice given On the Borrowing Date, the Lender shall make the requested Term Loan Advance by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due payment of immediately available funds to such reliancethe Designated Funding Account.

Term Loan. (a) Bank will make a Subject to the terms and conditions of this Agreement, Lender agrees to lend to Borrower from time to time during the Term Loan available 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 Borrowerexceed the Term Loan Commitment. The first Term Loan may be drawn down Advance, in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of 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 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 Advance. Credit Extension; Term Loan Advance proceeds may be used for (bx) All 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 approval not to be unreasonably withheld) and (z) for other purposes not in the 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 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 ($1,000,000) each; provided, however, that a Term Loan Advance may be for less than this minimum principal amount with the consent of Lender or if the proceeds thereof are to be used to pay Lender Expenses. Borrower authorizes Lender to make Term Loan Advances for Lender Expenses upon notice to Borrower but without the requirement of an Advance Request or any other action or approval by Borrower. When repaid, the Term Loan Advances may not be re-borrowed. The Term Loan Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Loan Note. Advances when repaid may not be reborrowed. (c) To obtain an AdvanceLender may, Borrower must notify Bank (from time to time, make Term Loan Advances, without Borrower’s consent, to cure Events of Default under the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject Senior Loan Agreement, to the terms hereof, Bank will credit Advances to Borrower's deposit account on extent provided for in the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such relianceSubordination Agreement.

Term Loan. (a) Bank will Subject to the terms and conditions hereof, each Lender severally agrees to make a term loan (individually, a “Term Loan” and collectively, the “Term Loans”) to the Company upon satisfaction of the conditions set forth in Section 5.01 hereof in an amount not to exceed its Term Loan available Commitment. The Company shall give the Administrative Agent irrevocable written notice (or telephonic notice promptly confirmed in writing) not later than 12:00 p.m. New York, New York time three Business Days prior to Borrowerthe Closing Date specifying (i) the amount to be borrowed, which shall not exceed the Term Loan Commitment, (ii) the Type or Types of such Term Loans and the related amounts for each and (iii) if such Term Loan is an Adjusted Libor Loan, the initial Interest Period selected for such Term Loan. Upon receipt of such notice from the Company, the Administrative Agent shall promptly notify each Lender thereof. The Term Loans may, at the election of the Company, be (i) Adjusted Libor Loans, (ii) Alternate Base Rate Loans or (iii) a combination thereof. The Term Loan may be drawn down in installments Commitment shall terminate upon funding of the Term Loans on the Closing Date. Prior to the Closing Date, certain term loans (each an "Advance" and, collectively, such outstanding term loans being hereinafter referred to as the "Advances"“Existing Term Loans”) which shall be available were previously made to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount Company under the Prior Credit Agreement and are outstanding as of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at this Agreement, but the rate in Section 2.2(aExisting Term Loans (including any accrued and unpaid interest and fees thereon) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank repaid in full on the Closing Date and shall be repaid in accordance with the terms of the not constitute Term Note. Advances when repaid may not be reborrowedLoans hereunder. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

Term Loan. Subject to the terms and conditions of this Agreement, on or prior to December 31, 2004, at 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 term loans (collectively, the "TERM LOAN") to Borrowers in an amount equal to such Lender's Pro Rata Share of the Term Loan Amount; PROVIDED, however, that the obligations of the Lenders with Term Loan Commitments to make the Term Loan shall be subject to the following conditions (in addition to the other conditions set forth in this Agreement, including SECTION 3.2): (a) Bank will make Borrowers and Agent shall have mutually agreed on a schedule of Equipment to be set forth on SCHEDULE E-1 upon which the Term Loan available will be based (such Equipment, "ELIGIBLE EQUIPMENT"); (b) Agent shall be 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 be continuing; (d) Agent shall be satisfied that all acts necessary to Borrowerperfect the Agent's Liens in the Eligible Equipment have been taken; (e) Administrative Borrower shall have made the request for the Term Loan on or prior to December 31, 2004; and (f) Borrowers shall have paid the fee due in connection with the funding of the Term Loan in accordance with the Fee Letter. The Term Loan may be drawn down in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms quarterly installments, each in an amount equal to 1/20th of the Term NoteLoan 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. Advances when All amounts outstanding under the Term Loan shall constitute Obligations. Any principal amount of the Term Loan repaid or prepaid may not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

Term Loan. (a) Bank will Upon the terms and subject to the conditions of this Agreement, the Lender shall make a the Term Loan available to Borrower. The the Borrower in multiple term loan advances (each, a “Term Loan may be drawn down in installments Advance”) on the dates (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End a “Borrowing Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a”) and is payable monthly. Advances outstanding on in the Availability End Date are payable in thirty-six (36) equal monthly installments amounts set forth below: Within two Business Days after receipt by the Lender of principal, plus accrued interest, beginning on the 1st of each month commencing on initial Borrowing Notice $ 2,000,000 August 1, 2003 and ending on July 2015 $ 2,500,000 September 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance 2015 $ 1,500,000 The sum of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of all Term Loan Advances will not exceed $6,000,000.00 (the “Maximum Amount”). The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such Advanceinformation shall not affect the obligation of the Borrower to pay amounts evidenced hereby. (b) All Advances The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be evidenced received by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may Lender not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 12:00 p.m. Eastern time one (1) Central Time two Business Day before Days preceding the day on which the Term Loan Advance is requested to be made. Borrower must promptly confirm the notification Each Borrowing Notice shall be signed by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if of the Advances Borrower and certify that (i) the representations and warranties contained in this Agreement are necessary correct in all material respects on and as of such date, before and after giving effect to meet Obligations which the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making of a Term Loan Advance set forth in Section 9 below have become duebeen satisfied. Bank may rely on any telephone notice given On the Borrowing Date, the Lender shall make the requested Term Loan Advance by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due payment of immediately available funds to such reliancethe Designated Funding Account.

Term Loan. (a) Bank will make a Term Loan available to Borrower. The Term Loan may be drawn down in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding Lender severally agrees on the Availability End Date are payable terms and conditions set forth in thirty-six this Agreement to make Advances to the Borrower (36upon request of the Borrower pursuant to this Agreement) equal monthly installments of principal, plus accrued interest, beginning on the 1st Commitment Termination Date in an amount up to the sum of each month commencing on August 1, 2003 and ending on July 1, 2006 (i) the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original outstanding principal amount of the Advances made by such AdvanceLender to the Borrower and outstanding as of the opening of business on the Commitment Termination Date plus (ii) the amount available to be borrowed as Advances from such Lender as of the opening of business on the Commitment Termination Date. The aggregate of such Advances is collectively called the “Term Loan”. (b) All Advances The Term Loan shall be evidenced made upon the irrevocable written notice (including notice via facsimile confirmed immediately by a telephone call) of the Borrower in the form of a Notice of Term Loan Borrowing (a “Notice of Term Loan Borrowing”), in substantially the form of Exhibit A-3 hereto (which notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time not less than three (3) Business Days prior to the Commitment Termination Date), specifying: (A) the amount of the Term Note Loan which shall be in a principal amount not more than the sum of (i) the aggregate principal amount of the Advances which will be outstanding as of the opening of business on the Commitment Termination Date, plus (ii) the amount available to be executed and delivered by Borrower to Bank borrowed from the Lenders as of the opening of business on the Closing Date Commitment Termination Date; (B) whether the Term Loan is to be comprised of Base Rate Advances or Eurodollar Rate Advances, and the amount of such Advances; and (C) the Interest Period(s) applicable to the Advances included in such notice; provided that the Term Loan shall be repaid made only if (a) the Borrower, in accordance with Section 2.16, shall have requested that the terms then current Commitment Termination Date be extended and (b) on and as of the date on which the Term Note. Advances when repaid may not Loan is made (i) there has been no material adverse change in the business, condition (financial or otherwise), operations or properties of the Borrower and its Subsidiaries since December 31, 2002 and (ii) the statements in 3.02(i) and (ii) are true and correct; provided, further, that if the Term Loan is made no Commitment Termination Date of any Lender shall be reborrowedextended. (c) To obtain an AdvanceThe proceeds of the Term Loan made by the Lenders, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereofextent required, Bank will credit be used to pay the principal amount of the Advances to Borrower's deposit account made by the Lenders outstanding as of the opening of business on the date requested on Commitment Termination Date.” H. Article II of the Request Form. Bank may make Advances under this Existing Credit Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given is hereby amended by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliancedeleting Section 2.19 in its entirety.

Term Loan. (a) Bank will make Lender is making a Term Loan available to BorrowerBorrowers in the ----------- original principal amount of $5,760,000. The Term Loan may be drawn down is (i) evidenced by a Term Promissory Note in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount duly executed and delivered by Borrowers to Lender concurrently herewith; (ii) to be repaid, together with interest and other amounts, in accordance with this Agreement, the Term Promissory Note, and the other Financing Agreements and (iii) secured by all of such Advancethe Collateral. Borrowers may not reborrow any principal amounts paid pursuant to the Term Promissory Note except as provided for in Section 2.3(b) below. (b) All Advances At any time on or after the second anniversary of the date of this Agreement, upon the written request of Borrowers, which shall be evidenced by irrevocable (and which shall only be made once), the outstanding principal amount of the Term Loan may be increased by an amount equal to the difference between the (i) then outstanding principal amount of the Term Loan and (ii) sixty (60%) percent of the fair market value of the Distribution and Office Facility (calculated based on the updated appraisal as described below); provided, that, any such increase in the outstanding principal amount of the Term Loan shall only be effective if each of the following conditions is satisfied as determined by Lender: (A) Lender shall have received the written request of Borrowers for such increase after the second anniversary of the date hereof, (B) no Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred and be continuing on the proposed date of any such increase of the Term Loan, (C) Lender shall have received an updated appraisal in respect of the Distribution and Office Facility by an independent appraiser acceptable to Lender and in form, scope and methodology acceptable to Lender and addressed to Lender and on which Lender is expressly permitted to rely, which appraisal is conducted no earlier than forty-five (45) days prior to the effective date of such increase, (D) Lender shall have received such appraisal not less than twenty (20) days prior to the applicable effective date and (E) Lender shall have received (1) an Amended and Restated Term Promissory Note (the "Amended Term Note"), (2) Amendments to be the Mortgages (the "Mortgage Amendments"), (3) an endorsement to the existing title policy issued for the benefit of Lender, in form and substance, acceptable to Lender, each in form and substance satisfactory to Lender, duly executed and delivered by Borrower to Bank on Borrower, and in the Closing Date and shall be repaid in accordance with the terms case of the Mortgage Amendments, recorded in the applicable real estate records. Upon the satisfaction of all of the conditions set forth in the immediately preceding sentence, the indebtedness of Borrowers to Lender arising pursuant to the Term Loan and including the additional advance provided for in this Section 2.3(b) herein shall (a) be deemed amended and restated as set forth in the Amended Term Note and evidenced thereby and herein and in the other Financing Agreements, and (b) be deemed secured by all of the Collateral . Borrower may not reborrow any principal amounts paid pursuant to the Amended Term Note. Advances when repaid may not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

Term Loan. (a) Bank will make Effective upon the date of the Second Amendment, --------- Lender is making a Term Loan available to Borrower. The Term Loan may be drawn down Borrowers in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of $15,000,000.00. The outstanding principal amount on the $10,000,000 Term Loan made as of May 8, 1995 shall be converted into the Term Loan made under the Second Amendment and the balance shall be applied to repay outstanding Revolving Loans. The Term Loan is (a) evidenced by an Amended and Restated Term Promissory Note in the original principal amount of $15,000,000.00 duly executed and delivered by the Borrowers to Lender; (b) to be repaid, together with interest and other amounts, in accordance with this Agreement, the Amended and Restated Term Promissory Note, and the other Financing Agreements and (c) secured by all the Collateral." (3) The Lender agrees to make the Term Loan to Borrowers upon the satisfaction of the conditions set forth in Section 4.2 of the Loan Agreement and the following additional conditions: (a) all requisite corporate action and proceedings of the Borrowers in connection with this Second Amendment and the Amended and Restated Term Promissory Note shall be satisfactory in form and substance to Lender and Lender shall receive certified copies of such Advance.corporate action and proceedings as Lender may request; (b) All Advances Lender shall be evidenced by have received in form and substance satisfactory to Lender, an opinion of counsel to Borrowers with respect to this Second Amendment and the Term Note to be executed Amended and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Restated Secured Promissory Term Note. Advances when repaid may not be reborrowed.; (c) To obtain an Advanceno material adverse change shall have occurred in the assets, business or prospects of any Borrower must notify Bank (since the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before date of the day on which the Advance is most recent financial statements furnished to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject Lender pursuant to the terms hereofLoan Agreement and no change or event shall have occurred which would impair the ability of any Borrower or any Obligor to perform its obligations under the Loan Agreement or any of the other Financing Agreements or of Lender to enforce the Obligations or to realize upon the Collateral; and (d) Borrowers shall pay to Lender, Bank will credit Advances and directs Lender to Borrower's deposit debit its loan account for, an additional facility fee equal to $33,333.33, which fee shall be fully earned and non-refundable on the date requested hereof. (4) For the period ending 60 days from the date hereof, Lender waives the limitation set forth on Schedule 9.11 to the Loan Agreement requiring that the Borrowers maintain Excess Availability of not less than $4,500,000 before making any distributions to Parent but solely with respect to distributions to Parent that pay obligations described in clauses (a) and (e) of Schedule 9.11. (5) Section 12.9 is amended by adding the following sentence to the end thereof: "For purposes hereof, the Proportionate Share of a Borrower shall mean the actual amount of Loans made to such Borrower and Letter of Credit Accommodations issued for the account of such Borrower, based upon the lending formula and other provisions of Section 2 hereof." (6) Each Borrower confirms and agrees that (a) all representations and warranties contained in the Loan Agreement and in the other Financing Agreements are on the Request Formdate hereof true and correct in all material respects (except for changes that have occurred as permitted by the covenants in Section 9 of the Loan Agreement), and (b) it is unconditionally and jointly and severally liable for the punctual and full payment of all Obligations, including, without limitation, all charges, fees, expenses and costs (including attorneys' fees and expenses) under the Financing Agreements, and that no Borrower has any defenses, counterclaims or setoffs with respect to full, complete and timely payment of all Obligations. (7) Each Guarantor, for value received, hereby assents to the Borrowers' execution and delivery of this Amendment, and to the performance by the Borrowers of their respective agreements and obligations hereunder. Bank may make Advances This Amendment and the performance or consummation of any transaction or matter contemplated under this Agreement based on instructions from a Responsible Officer Amendment, shall not limit, restrict, extinguish or his otherwise impair any of the Guarantor's liability to Lender with respect to the payment and other performance obligations of the Guarantors pursuant to the Guarantees, dated May 8, 1995 executed for the benefit of Lender. Each Guarantor acknowledges that it is unconditionally liable to Lender for the full and complete payment of all Obligations including, without limitation, all charges, fees, expenses and costs (including attorney's fees and expenses) under the Financing Agreements and that such Guarantor has no defenses, counterclaims or her designee or without instructions if the Advances are necessary setoffs with respect to meet Obligations full, complete and timely payment of any and all Obligations. (8) Borrowers hereby agree to pay to Lender all reasonable attorney's fees and costs which have become duebeen incurred or may in the future be incurred by Lender in connection with the negotiation and preparation of this Amendment and any other documents and agreements prepared in connection with this Amendment. Bank may rely on The undersigned confirm that the Financing Agreements remain in full force and effect without amendment or modification of any telephone kind, except for the amendments explicitly set forth herein. The undersigned further confirm that no Event of Default or events which with notice given or the passage of time or both would constitute an Event of Default have occurred and are continuing. The execution and delivery of this Amendment by Lender shall not be construed as a person who is waiver by Lender of any Event of Default under the Financing Agreements. This Amendment shall be deemed to be a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due Financing Agreement and, together with the other Financing Agreements, constitute the entire agreement between the parties with respect to such reliancethe subject matter hereof and supersedes all prior dealings, correspondence, conversations or communications between the parties with respect to the subject matter hereof.

Term Loan. (a) Bank will make The Construction Loan shall convert to a Term Loan available to Borrower. The Term Loan may be drawn down in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 term loan (the "Availability End DateTerm Loan") to be evidenced by that certain Tenn Note, which alters, amends, and restates the Note in the form of Exhibit B attached hereto and incorporated herein (the "Tenn Note"). Each Advance In connection with the execution of the Tenn Note) Lender and Borrower shall execute and cause to be recorded an Amendment to Deed of Trust, Assignment 'of Rents, Security Agreement and Fixture Filing, similar in a minimum amount of $500,000 form as Exhibit C attached hereto and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 incorporated herein (the "Maturity DateAmendment to Deed of Trust"). 1.5.1. On The following events must occur on or before the Maturity DateDate (as defined in the Note), or on such earlier date that in order for Lender to convert the principal balance Construction Loan to the Term Loan: (i) construction of the Advance is repaid or becomes due Project has been completed pursuant to the approved Plans and payable Specs and in a good and workmanlike manner (whether by acceleration, prepayment or otherwisewithout {T0016367.DOCIll TN514 TN514-18} default), all governmental approvals regarding same have been obtained, including certificates of occupancy, and rent stabilization has occurred, (ii) Borrower will pay an additional amount equal has delivered to three and one half percent (3.50%) Lender the certified rent roll of the original principal amount Project which reflects executed leases which are in full force and effect and free from default; and (iii) no Event of such AdvanceDefault then exists. Additionally, as a condition to the Conversion (as defined below), the Borrower must cause to be delivered to the Lender a title policy endorsement on the Property insuring the Lender's amended deed of trust lien subject to no exceptions objectionable to the Lender. (b) All Advances shall be evidenced by 1.5.2. The conversion of the Construction Loan to the Term Note Loan shall herein be referred to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance FormConversion"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

Term Loan. (a) Bank will Upon the terms and subject to the conditions of this Agreement, the Lender shall make a the Term Loan available to Borrower. The the Borrower in one or more term loan advances (each, a “Term Loan may be drawn down Advance”) from time to time from the date hereof until the Maturity Date, each in installments (each an "Advance" andamount which, collectively, when added to the "Advances") which shall be available to Borrower through July 31, 2003 sum of the principal amount of all Term Loan Advances then outstanding will not exceed $[7,500,000] (the "Availability End Date"“Maximum Amount”). Each Term Loan Advance shall be in a minimum an amount that is an integral multiple of $500,000 and not less than $500,000. The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such information shall not affect the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance obligation of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will to pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advanceamounts evidenced hereby. (b) All Advances The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be evidenced received by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may Lender not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 12:00 p.m. Eastern time one (1) Central Time five Business Day before Days preceding the day on which the Term Loan Advance is requested to be made. Borrower must promptly confirm the notification Each Borrowing Notice shall be signed by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if of the Advances Borrower and certify that (i) the representations and warranties contained in this Agreement are necessary correct in all material respects on and as of such date, before and after giving effect to meet Obligations which the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making of a Term Loan Advance set forth in Section 9, as applicable, below have become duebeen satisfied. Bank may rely on any telephone notice given On the Borrowing Date, the Lender shall make the requested Term Loan Advance by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due payment of immediately available funds to such reliancethe Designated Funding Account.

Term Loan. (a) Bank will Upon the terms and subject to the conditions of this Agreement, the Lender shall make a the Term Loan available to Borrower. The the Borrower in one or more term loan advances (each, a “Term Loan may be drawn down Advance”) from time to time from the date hereof until the Maturity Date, each in installments (each an "Advance" andamount which, collectively, when added to the "Advances") which shall be available to Borrower through July 31, 2003 sum of the principal amount of all Term Loan Advances then outstanding will not exceed $6,000,000 (the "Availability End Date"“Maximum Amount”). Each Term Loan Advance shall be in a minimum an amount that is an integral multiple of $500,000 and not less than $500,000. The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such information shall not affect the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date that the principal balance obligation of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will to pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advanceamounts evidenced hereby. (b) All Advances The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be evidenced received by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may Lender not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 12:00 p.m. Eastern time one (1) Central Time five Business Day before Days preceding the day on which the Term Loan Advance is requested to be made. Borrower must promptly confirm the notification Each Borrowing Notice shall be signed by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if of the Advances Borrower and certify that (i) the representations and warranties contained in this Agreement are necessary correct in all material respects on and as of such date, before and after giving effect to meet Obligations which the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making 3 of a Term Loan Advance set forth in Section 9, as applicable, below have become duebeen satisfied. Bank may rely on any telephone notice given On the Borrowing Date, the Lender shall make the requested Term Loan Advance by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due payment of immediately available funds to such reliancethe Designated Funding Account.

Term Loan. (a) The Bank will make a Term hereby agrees, on the terms and conditions set forth in this Loan available Agreement, in up to Borrower. The Term Loan may be drawn down in installments six Advances (each of which shall occur on an "Advance" andAdvance Date) , collectivelyto make an Advance to the Borrower in the principal amount of up to $4,857,000.00, the "Advances"proceeds of which are to be used for the purposes set forth herein, including Section 2.06 hereof; provided, however, that (i) which the Bank shall not be available to Borrower through July 31permitted or required to, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date Borrower shall not request that the principal balance of the Bank make any Advance is repaid or becomes due and payable (whether by accelerationif, prepayment or otherwise)after giving effect thereto, Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of all Advances would exceed the Term Loan Commitment Amount and (ii) subject to compliance with the terms and provisions hereof, the Bank shall only be required to make an Advance if (a) before and after giving effect thereto, the representations and warranties set forth in each Loan Document are, in each case, true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such Advance. representations and warranties are true and correct in all material respects as of such earlier date) and (b) All Advances no Default or Event of Default has then occurred and be continuing. No amounts paid or prepaid with respect to the Term Loan may be reborrowed. The Borrower shall give the Bank irrevocable notice (which notice must be received by the Bank prior to 10:00 A.M. (local time at the Funding Office), three Business Days prior to the applicable Advance Date) requesting that the Bank make an Advance under the Term Loan on the immediately following Advance Date and such notice shall be evidenced accompanied by a certificate signed by the Term Note Borrower's chief financial officer stating that as of the applicable Advance Date no Default or Event of Default has occurred and the representations and warranties set forth in each Loan Document shall, in each case, be materially true and correct with the same effect as if then made (unless stated to be executed relate solely to an earlier date, in which case such representations and delivered by Borrower to Bank on the Closing Date and warranties shall be repaid true and correct in accordance with the terms all material respects as of the Term Note. Advances when repaid may not be reborrowed. (c) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"such earlier date). Subject to the terms and provision hereof, Bank will credit Advances to Borrower's deposit account not later than 12:00 Noon (local time at the Funding Office), on the date applicable Advance Date the Bank shall transfer funds in a combined amount equal to the requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due Advance to such relianceaccount(s) as the Borrower shall request.

Term Loan. (ai) Bank will Subject to the terms and conditions hereof, each Lender agrees to make a Term Loan available to Borrower. The Term Loan may be drawn down in installments Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each an "“Advance" and, collectively”). The aggregate amount of Advances shall not at any time through and including the Commitment Termination Date exceed the Term Loan Commitment. Furthermore, the "Advances") which Pro Rata Share of the aggregate Advances made by any Lender shall not at any time through and including the Commitment Termination Date exceed its separate Term Loan Commitment. The obligations of each Lender hereunder shall be available several and not joint. Until the Commitment Termination Date, any Borrower may borrow under this Section 1.1(a); provided, that the amount of any Advance to Borrower through July 31, 2003 (the "be made at any time shall not exceed Term Loan Availability End Date")at such time. Each Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than 11:00 a.m. New York time five (5) Business Days in advance of the funding date for the requested Advance (the date of the funding of any Advance, the “Funding Date”). Each such notice (a ”Notice of Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(a)(i), and shall include the information required in such Exhibit and such other information as may be required by Agent. Each Notice of Advance shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in accordance therewith. Each Advance shall be made in a minimum amount of $500,000 500,000. On the Commitment Termination Date, the Term Loan Commitment will be automatically and permanently reduced to zero dollars ($0). Notwithstanding anything in this Agreement to the contrary, the determination whether to fund any requested Advance (other than the initial Advance to be funded on the Closing Date) shall be made on a case-by-case basis and shall require the consent of the Requisite Lenders. (ii) Except as provided in Section 1.12, each Borrower shall execute and deliver to each Lender a note to evidence the Term Loan Commitment of that Lender. Each note shall be in the principal amount of the Term Loan Commitment of the applicable Lender, dated the Closing Date and substantially in the form of 2 Junior Credit Agreement (Omni) (a) (ii) (each a “Term Note” and, collectively, the “Term Notes”). Each Term Note shall represent the obligation of the applicable Borrower to pay the applicable Lender’s Term Loan Commitment or, if less, such Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Advances to such Borrower together with interest thereon as prescribed in Section 1.5. The aggregate principal amount of the Advances advanced to each Borrower shall be the primary obligation of that Borrower (but shall also be guaranteed by all other Borrowers pursuant to Section 12), and the number principal amount thereof outstanding at any time is referred to herein as such Borrower’s “Allocable Share” of the Term Loan. (iii) One or more Advances in the aggregate principal amount of $9,000,000 are outstanding as of immediately prior to the Closing Date. Each Borrower shall repay its Allocable Share of Advances is limited to five (5). Interest accrues from under the date of each Advance at the rate Term Loan in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date quarterly installments that are payable in thirty-six as follows: (361) equal monthly installments of principalIf, plus accrued interestand for as long as, the Senior Term Loan is outstanding, each Borrower shall pay on each Loan Payment Date beginning on the 1st of each month commencing on August with April 1, 2003 2008 an amount equal to its Allocable Share of $175,000. (2) At any time that the Senior Term Loan is paid in full and ending all commitments with respect thereto have terminated, each Borrower shall pay on July 1each Loan Payment Date hereunder an amount equal to 1.875% of its Allocable Share of all Advances under the Term Loan outstanding as of December 31, 2006 (2006. Notwithstanding Section 1.1(a)(ii), the "Maturity Date"). On aggregate outstanding principal balance of the Term Loan shall be due and payable in full in immediately available funds on the Maturity Date, or on such earlier date that the principal balance of the Advance is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal if not sooner paid in full. No payment with respect to three and one half percent (3.50%) of the original principal amount of such Advance. (b) All Advances shall be evidenced by the Term Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid Loan may not be reborrowed. (civ) To obtain an Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject Each payment of principal with respect to the terms hereofTerm Loan shall be paid to Agent for the ratable benefit of each Lender, Bank will credit Advances ratably in proportion to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to each such relianceLender’s respective Pro Rata Share.

Term Loan. (a) Bank will make a Term Loan available Subject to Borrower. The Term Loan may be drawn down the terms and conditions set forth in installments (this Agreement, each an "Advance" andof the Lenders severally agrees to lend to the Borrower such Lender's Commitment Percentage of the Total Commitment, collectively, and the "Advances") which shall be available Borrower irrevocably agrees to Borrower through July borrow from the Lenders the amount of the Total Commitment for the sole purpose of repaying in full the Maturing Notes on or before March 31, 2003 (to the "Availability End Date"extent the Maturing Notes have not therefore been paid in full or remarketed such that the maturity date of the Maturing Notes is March 31, 2013). Each Advance Notwithstanding anything herein to the contrary, the obligation of the Lenders to make the Loans (i) is subject to the satisfaction of the conditions set forth in Sections 10 and 11 and (ii) shall be terminate in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the Maturity Date, or on such earlier date event that the principal balance of the Advance Transaction is repaid or becomes due and payable (whether by acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) of the original principal amount of such Advanceconsummated. (b) All Advances The Loans shall be evidenced by separate promissory notes of the Term Borrower in substantially the form of Exhibit A hereto (collectively, the "Notes"), dated of even date with this Agreement (except as otherwise provided in Section 18.3) and completed with appropriate insertions. One Note to be executed and delivered by Borrower to Bank on the Closing Date and shall be repaid payable to the order of each Lender in accordance with the terms of the Term Noteprincipal amount equal to such Lender's Commitment. Advances when repaid may not be reborrowed. (c) To obtain an Advance, The Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is irrevocably authorizes Agent to make or cause to be made, at or about the time of receipt of any payment of principal thereof, an appropriate notation on Agent's Record reflecting the receipt of such payment. The outstanding amount of the Loans set forth on Agent's Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Lender, but the failure to record, or any error in so -19- recording, any such amount on Agent's Record shall not limit or otherwise affect the obligations of the Borrower must promptly confirm the notification by delivering hereunder or under any Note to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the terms hereof, Bank will credit Advances to Borrower's deposit account on the date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer payments of principal of or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely interest on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such relianceNote when due.