Common use of Term Loans Clause in Contracts

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans made.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make available make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrowers from time Borrower in an aggregate principal amount not to time until exceed the applicable amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively Commitment”, as such amount may be adjusted or reduced pursuant to the "terms hereof, which Initial Term Loans": (i) equal to except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender's Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of BorrowingLender. Once repaid, Initial Term Loans are paid or prepaid, they incurred hereunder may not be reborrowed. The On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Committed Amount Commitment of each Lender shall terminate. (b) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Initial Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Closing Date one or more term loans (each such term loan made on the First Incremental Amendment Closing Date, a “Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche B Initial Term Loan Commitment of such Lender. Once repaid, Tranche B Initial Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Initial Outside Date, all outstanding Tranche B Initial Term Loan Commitments shall automatically terminate if the First Incremental Amendment Closing Date shall not have occurred on or prior to the Tranche B Initial Outside Date. On the First Incremental Amendment Closing Date (after giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Commitment of each Lender shall terminate. (c) Subject to the conditions set forth in the First Incremental Amendment and permanently reduced by in accordance with the terms hereof, each Tranche B Delayed Draw Term Lender severally agrees to make, in Dollars, in a single draw on the Tranche B Delayed Draw Closing Date, one or more term loans (each such term loan, a “Tranche B Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Delayed Draw Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Delayed Draw Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche B Delayed Draw Commitment of such Lender. Once repaid, Tranche B Delayed Draw Term Loans madeincurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Delayed Draw Outside Date, all outstanding Tranche B Delayed Draw Commitments shall automatically terminate if the Tranche B Delayed Draw Closing Date shall not have occurred on or prior to the Tranche B Delayed Draw Outside Date. On the Tranche B Delayed Draw Closing Date (after giving effect to the incurrence of any Tranche B Delayed Draw Term Loans on such date), the Tranche B Delayed Draw Commitment of each Lender shall terminate. (d) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Refinancing Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Effective Date, one or more term loans (each such term loan made on the First Incremental Amendment Effective Date, the “Tranche B Refinancing Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Refinancing Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Refinancing Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche B Refinancing Term Loan Commitment of such Lender. Once repaid, Tranche B Refinancing Term Loans incurred hereunder may not be reborrowed. On the First Incremental Amendment Effective Date (after giving effect to the incurrence of Tranche B Refinancing Term Loans on such date), the Tranche B Refinancing Term Loan Commitment of each Lender shall terminate. (e) Subject to the conditions set forth in the Third Amendment and in accordance with the terms hereof, each Tranche C Term Lender severally agrees to make, in Dollars, in a single draw on the Third Amendment Closing Date one or more term loans (each such term loan made on the Third Amendment Closing Date, a “Tranche C Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-2 under the heading “Tranche C Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche C Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche C Term Loan Commitment of such Lender. Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed. On the Third Amendment Closing Date (after giving effect to the incurrence of Tranche C Term Loans on such date), the Tranche C Term Loan Commitment of each Lender shall terminate. (f) Subject to the conditions set forth in the Fourth Amendment and in accordance with the terms hereof, each Tranche D Term Lender severally agrees to make, in Dollars, in a single draw on the Fourth Amendment Closing Date one or more term loans (each such term loan made on the Fourth Amendment Closing Date, a “Tranche D Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-3 under the heading “Tranche D Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche D Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche D Term Loan Commitment of such Lender. Once repaid, Tranche D Term Loans incurred hereunder may not be reborrowed. On the Fourth Amendment Closing Date (after giving effect to the incurrence of Tranche D Term Loans on such date), the Tranche D Term Loan Commitment of each Lender shall terminate. (g) Subject to the conditions set forth in the Fifth Amendment and in accordance with the terms hereof, each Tranche E Term Lender severally agrees to make, in Dollars, in a single draw on the Fifth Amendment Closing Date one or more term loans (each such term loan made on the Fifth Amendment Closing Date, a “Tranche E Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-4 under the heading “Tranche E Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche E Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche E Term Loan Commitment of such Lender. Once repaid, Tranche E Term Loans incurred hereunder may not be reborrowed. On the Fifth Amendment Closing Date (after giving effect to the incurrence of Tranche E Term Loans on such date), the Tranche E Term Loan Commitment of each Lender shall terminate. (h) Subject to the conditions set forth in the Seventh Amendment and in accordance with the terms hereof, each Tranche F Term Lender severally agrees to make, in Dollars, in a single draw on the Seventh Amendment Closing Date one or more term loans (each such term loan made on the Seventh Amendment Closing Date, a “Tranche F Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-5 under the heading “Tranche F Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche F Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and

Term Loans. (a) Term Loan Commitments. Subject to "A" shall be evidenced by a replacement promissory note of the terms and conditions hereof --------------------- and Debtors substantially in reliance upon the representations and warranties set forth herein each Lender severally agrees to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars form of Exhibit A hereto with appropriate insertions (each a "Term Loan"; collectively the "Term LoansNote") equal payable to such Lender's Term Loan Commitment Percentage the order of the Bank and dated the First Amendment Date. The principal amount of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company Note shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing be payable in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan19 equal consecutive quarterly installments, requesting that the Lenders make a Term Loan each in the amount specified of $26,315.27, payable on the last business day of each fiscal quarter of Del, commencing November 30, 1996 and continuing thereafter until the entire unpaid principal balance of the Term Note, together with all accrued and unpaid interest, shall be paid in full on the Term Loan Maturity Date. The Additional Term Loans shall each be evidenced by a promissory note of the Debtors substantially in the Notice form of Borrowing Exhibit A-1 hereto, dated the date on which such Additional Term Loan is made, with appropriate insertions (each an "Additional Term Note") payable to the Borrowers specified in order of the Notice Bank and representing the obligation of Borrowing and specifying whether the Debtors to pay the unpaid principal amount of such Additional Term Loan, with interest thereon as hereinafter provided. The principal amount of each Additional Term Loan shall be a Base Rate payable in equal consecutive quarterly installments, payable on the last business day of each fiscal quarter of Del, commencing on the last business day of the fiscal quarter in which such Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)is made. Term Loans, or both. The Agent shall promptly notify the Lenders portions thereof, subject to limitations set forth in writing of each Notice of Borrowing. Once Term Section 2.4(c) and Section 2.16 hereof, may be outstanding as Variable Rate Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeEurodollar Loans.

Term Loans. (a) Term Loan Commitments. Subject Each Lender hereby severally agrees that, at the request of any Borrower, absent an Event of Default and subject to the terms and conditions hereof --------------------- hereinafter set forth and in reliance upon the representations simultaneous payment in full of principal of, and warranties set forth herein each Lender severally agrees to interest on, all Revolving Credit Loans then outstanding under Facility B, it shall make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) such Borrower on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (Conversion Date which Base Rate Loan shall be in a minimum principal amount not exceeding the then outstanding principal amounts which such Lender has advanced under Facility B; provided, however, that such payment in full of the Revolving Credit Loans then outstanding under Facility B and the making of the Term Loans shall occur simultaneously and the proceeds of such Term Loans shall be applied to such payment of the Revolving Credit Loans under Facility B. Any request by a Borrower for the Term Loans hereunder shall be made by written notice to the Agent at least three (3) Business Days prior to the Conversion Date, and shall be made pro rata from each of the Lenders in accordance with their respective Percentages of the Total Commitment. Such notice shall specify the principal amount of $5,000,000 or whole multiples the Term Loans. Upon receipt of $1,000,000 in excess thereof)such request for the Term Loans hereunder, a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The the Agent shall promptly notify the Lenders other Lenders, specifying the principal amount thereof. Each Lender shall make its Term Loan hereunder on the Conversion Date by delivering to the Agent the amount thereof in writing immediately available funds (except to the extent the proceeds of each Notice such Term Loan are to be applied simultaneously to the payment of Borrowing. Once Term Loans are paid or prepaidthe Revolving Credit Note payable to such Lender as aforesaid), they may by not be reborrowedlater than 1:00 p.m., Boston time, on the Conversion Date. The Term Loan Committed Amount Agent shall be automatically and permanently reduced by credit the amount of any such funds provided by the Lenders to the account designated by the Borrower requesting a Term Loans madeLoan or, if such Borrower does not designate any account, to DRC's regular deposit account with the Agent.

Term Loans. (a) Term Loan Commitments. Subject Foothill has agreed to make a term loan to Borrower on the Closing Date in the original principal amount of One Million Eight Hundred Fifty Thousand Dollars ($1,750,000), to be evidenced by and repayable in accordance with the terms and conditions hereof --------------------- of a promissory note ("Term Note A"), of even date herewith, executed by Borrower in favor of Foothill. Such term loan ("Term Loan A") shall be repaid in monthly installments of principal of Thirty Five Thousand Dollars ($35,000.00) each. Each such installment shall be due and payable on the first day of each month commencing on December 1, 1995 and continuing on the first day of each month thereafter until and including the date on which the unpaid balance of Term Loan A is paid in reliance full. The outstanding principal balance and all accrued and unpaid interest under Term Loan A shall be due and payable upon the representations termination of this Agreement, whether by its terms, by prepayment, by acceleration, or otherwise. Term Loan A may be prepaid, in whole or in part, without any premium or penalty. Partial prepayments of Term Loan A shall be applied to the installments under Term Note A in inverse order of maturity. All amounts evidenced by Term Note A shall constitute Obligations. (b) In the event that the Mobile Indebtedness Conditions are not satisfied on or before the Closing Date and warranties set forth herein each Lender severally agrees subject to the Term Loan B Funding Conditions, Foothill has agreed to make available a term loan to Borrower on the Borrowers from time to time until the applicable Term Loan Availability Termination B Designated Date term loans in the original principal amount of Five Million Dollars (each $5,000,000), to be evidenced by and repayable in accordance with the terms and conditions of a promissory note ("Term LoanNote B"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage ), dated as of the Term Loan Committed Amount for B Designated Date, executed by Borrower in favor of Foothill. Such term loan ("Term Loan B") shall be repaid in monthly installments of principal of One Hundred Thousand Dollars each. Each such installment shall be due and payable on the purposes hereinafter set forthfirst day of each month commencing on the first day of the thirteenth full month following the Term Loan B Designated Date and continuing on the first day of the each month thereafter until and including the date on which the unpaid balance of Term Loan B is paid in full. The Company outstanding principal balance and all accrued and unpaid interest under Term Loan B shall give be due and payable upon the Agent a Notice termination of Borrowing prior this Agreement, whether by its terms, by prepayment, by acceleration, or otherwise. Term Loan B may be prepaid, in whole or in part, without any premium or penalty. Partial prepayments of Term Loan B shall be applied to 11:00 a.m. (A) on the Business Day installments under Term Note B in inverse order of maturity. All amounts evidenced by Term Note B shall constitute Obligations. Foothill shall have no obligation to make Term Loan B after the end of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeB Funding Window.

Term Loans. Borrowers shall make a prepayment of the Term Loans until paid in full upon the occurrence of any of the following at the following times and in the following amounts: (ai) concurrently with the receipt by any Loan Party or its Subsidiaries of any Net Cash Proceeds from any Asset Disposition, in an amount equal to 100% of those Net Cash Proceeds; provided that, at the option of Borrower Representative (as elected by Borrower Representative in writing to Administrative Agent on or prior to the fifth Business Day after the date of receipt of such Net Cash Proceeds), and so long as no Default or Event of Default shall have occurred and be continuing, Borrowers may reinvest all or any portion of such Net Cash Proceeds in Permitted Acquisitions or long-term assets used or useful in their business (such assets, “Additional Assets”) so long as such reinvestment is made within 180 days after the receipt of such Net Cash Proceeds (as certified by Borrower Representative in writing to Administrative Agent); provided further, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 6.2.2(a)(i) upon the expiration of such applicable period; provided, further, that to the extent that (1) the assets that were subject to the Asset Disposition constituted ABL Priority Collateral or Term Loan Commitments. Subject Priority Collateral, such Additional Assets shall also constitute ABL Priority Collateral or Term Loan Priority Collateral, respectively (and Borrowers or their Subsidiaries, as the case may be, shall promptly take such action (if any) as may be required to cause that portion of such reinvestment constituting ABL Priority Collateral or Term Loan Priority Collateral, as applicable, to be added to the ABL Priority Collateral or Term Loan Priority Collateral securing the ABL Obligations or the Obligations, as applicable), (2) any such Asset Disposition that consisted of or constituted any portion of Term Loan Priority Collateral, such Net Cash Proceeds shall be applied to the Obligations and (3) any such Asset Disposition is of assets solely constituting ABL Priority Collateral that are required to be applied to the ABL Obligations pursuant to the terms of the ABL Loan Agreement, then the Net Cash Proceeds of such Asset Disposition shall first be applied to the ABL Obligations as required under the ABL Loan Documents and conditions hereof --------------------- and in reliance then to the Obligations as required hereunder. To the extent the Net Cash Proceeds of any Asset Disposition are required to be applied to the ABL Obligations under the ABL Loan Agreement or the Intercreditor Agreement, upon the representations and warranties Payment in Full of the ABL Priority Debt (as defined in the ABL Intercreditor Agreement), such Net Cash Proceeds shall be applied to the Obligations as set forth herein each Lender severally agrees in this Section 6.2.2(a)(i). Prior to make available to the Borrowers from time to time until the applicable entering into any Asset Disposition of assets which constitute Term Loan Availability Termination Date term loans Priority Collateral, Borrowers shall provide not less than three (3) Business Days’ prior written notice thereof and the proceeds of such Assets Sale shall be deposited a deposit account subject to a Control Agreements whereby Administrative Agent has a first-priority security interest therein. If Administrative Agent does not receive prior written notice that Term Loan Priority Collateral is the subject of an Asset Disposition, then the Loan Parties shall be deemed to have represented and warranted to Administrative Agent on the date such Asset Disposition is consummated that none of the assets subject to such Asset Disposition constitute Term Loan Priority Collateral. (ii) concurrently with the receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any issuance of Equity Interests of any Loan Party or any of its Subsidiaries, whether in Dollars connection with the issuance of any Curative Equity or otherwise (each excluding any issuance of Equity Interests (A) pursuant to any employee or director option program, benefit plan or compensation program or agreement, (B) by a "Term Loan"; collectively Subsidiary to any Borrower or another Subsidiary and (C) the "Term Loans") Net Cash Proceeds of which are used substantially concurrently to fund a Permitted Acquisition), in an amount equal to such Lender's Term Loan Commitment Percentage 50% (or, in the case of Net Cash Proceeds in the form of Curative Equity, 100%) of those Net Cash Proceeds; provided, however that if the Senior Net Leverage Ratio is below 3.50 to 1.00, then no prepayment pursuant to this subclause (ii) of the Term Loan Committed Amount for shall be required. (iii) concurrently with the purposes hereinafter receipt by any Loan Party or any of its Subsidiaries of any Net Cash Proceeds from any issuance of any Debt of any Loan Party or any of its Subsidiaries (excluding Debt permitted by Section 11.1), in an amount equal to 100% of those Net Cash Proceeds; (iv) concurrently with the receipt by any Loan Party or any of its Subsidiaries of any Other Receipts, in an amount equal to 100% of those Other Receipts; provided that, so long as no Default or Event of Default shall have occurred and be continuing, Borrowers may reinvest the first $500,000 of such Other Receipts and up to 50% of any additional Other Receipts in the aggregate over the term of the Agreement in the applicable acquired business so long as such reinvestment is made within 180 days after the receipt of such Other Receipts (as certified by Borrower Representative in writing to Administrative Agent); provided further, that any Other Receipts not so reinvested shall be immediately applied to the prepayment of the Term Loans as set forth. The Company shall give forth in this Section 6.2.2(a)(iv) upon the Agent a Notice expiration of Borrowing prior to 11:00 a.m.such applicable period; and (v) within five Business Days after the earlier of (A) on the Business Day of the requested borrowing in the case of a Term Loan date that Fiscal Year-end financial statements are required to be made as a Base Rate Loan or delivered pursuant to Section 10.1.1, and (B) the date of Borrowers’ actual delivery of Fiscal Year-end financial statements delivered pursuant to Section 10.1.1 (commencing with the Fiscal Year ending on December 31, 2021, but excluding the third Business Day prior Fiscal Year ending on December 31, 2024), in an amount equal to the requested borrowing result of (A) the ECF Percentage of Excess Cash Flow for that Fiscal Year minus (B) the aggregate amount of all voluntary prepayments in respect of the case outstanding principal balance of a the Term Loan to be (including any Incremental Loans) made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the by Borrowers specified in the Notice of Borrowing and specifying whether during such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeFiscal Year.

Term Loans. (a) On the Closing Date, each Lender that has a Closing Date Term Loan Commitments. Subject to Commitment severally, and not jointly, agrees, on the terms and conditions hereof --------------------- set forth in this Agreement, to make a term loan (each a “Closing Date Term Loan”) to the Borrower pursuant to such Lender’s Closing Date Term Commitment. (b) On the Amendment No. 1 Effective Date, (i) each Cashless Option Lender agrees, severally, and not jointly, to exchange its Closing Date Term Loans for a like principal amount of Tranche B Term Loans, and (ii) each Additional Tranche B Term Loan Lender agrees to make additional Tranche B Term Loans (the “Additional Tranche B Term Loans”) to the Borrower on the Amendment No. 1 Effective Date in reliance upon a principal amount not to exceed its Additional Tranche B Term Loan Commitment on the representations Amendment No. 1 Effective Date and warranties the Borrower shall prepay all Closing Date Term Loans of Non-Exchanging Lenders with the gross proceeds of the Additional Tranche B Term Loans. (c) Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein each Lender severally agrees and in the applicable Incremental Term Loan Assumption Agreement, to make available Incremental Term Loans to the Borrowers from time Borrower, in an aggregate principal amount not to time until the applicable exceed its Incremental Term Loan Availability Termination Date term loans in Dollars Commitment. (each a "Term Loan"; collectively the "d) With respect to all Term Loans", (i) equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan once prepaid or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loanrepaid, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed; (ii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iii) shall be repaid in accordance with Section 2.13(b); and (iv) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loan Committed Amount shall Loans to be automatically and permanently reduced made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.07 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans madeto the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed. (k) Section 2.13(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein in this Agreement, each Lender Bank on and after the Closing Date severally and not jointly agrees to make available a term loan, in Dollars, to one or more of the Borrowers from time in an aggregate amount not to time until the applicable exceed such Bank's Term Loan Availability Termination Date term loans in Dollars Commitment (each individually, a "Term Loan"; collectively " and, collectively, the "Term Loans") equal ). All Term Loans shall be made by the Banks on or after the Closing Date simultaneously and pro rata, it being understood that no Bank shall be responsible for any failure by any other Bank to perform its obligation to make any Term Loan hereunder nor shall the Term Loan Commitment of any Bank be increased or decreased as a result of any such Lenderfailure, it being further understood that all or part of the initial Term Loans extended to the Borrowers on the Closing Date may be refinanced after the Closing Date with Term Loans made to one or more of the Borrowers. Each Bank's Term Loan Commitment Percentage shall be reinstated as of the date any Borrower requests a Term Loan to refinance an existing Term Loan originally made to a different Borrower. (c) Section 3.7(a) is amended to delete the word "Revolving" in the fifth line thereof. (d) Section 3.8(b) is amended to add the following sentence at the end thereof: Upon any refinancing of a Term Loan, the applicable Borrower or Borrowers shall execute a new Term Loan Note payable to each Bank in an amount equal to the Term Loan Commitment of such Bank. (e) Section 3.10 is amended (1) to add " (a) prior to the first word thereof and (2) to add a new Section 3.10(b) as follows: Subject to Section 5.5, the Borrowers shall have the right at any time and from time to time, upon one Business Day's prior written notice to the Administrative Agent, to terminate or proportionately reduce the amount of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day Commitments, provided, that any partial reduction of the requested borrowing in amount of the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan Commitments shall be in a minimum principal the amount of $5,000,000 or whole multiples a multiple of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan provided that after giving effect to any such voluntary reduction, the Dollar Equivalent of the outstanding Term Loans shall be in a minimum principal not exceed the amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)the Term Loan Commitments, or bothas reduced from time to time. The Term Loan Commitments or any portion thereof terminated or reduced pursuant to this Section may not be reinstated. Upon receipt of any notice from the Borrowers pursuant to this Section, the Administrative Agent shall promptly notify each Bank of the Lenders contents thereof and of such Bank's share of any reduction of the Term Loan Commitments. Each such notice shall be irrevocable by the Borrowers once the Administrative Agent begins notifying any Bank of the contents thereof. (f) Section 3.11 is amended (1) to delete words "The Revolving Credit Commitments" in writing the first line and to substitute therefor "All Commitments" and (2) to delete the last sentence thereof. (g) Section 4.1(b)(i) is amended (1) to add the words "and the Term Loan Commitments" after the words "Term Loans" in the third line thereto and (2) to add the following sentence after the word "hereunder" in the fourth line thereto: The principal amount of the installments may be paid by any or all of the Borrowers at their discretion provided that each Notice of Borrowing. Once the quarterly installments shall be in the aggregate amounts set forth below: (h) Section 4.1(b)(i) is further amended to insert the words ", except that the initial Term Loans are paid extended to the Borrowers on the Closing Date may be refinanced with Term Loans made subsequently to one or prepaidmore of the Borrowers" after the word "repaid" at the end thereof. (i) The following Section 4.1(b)(ii) is added: A repayment made within five (5) Business Days prior to the scheduled installment date for such repayment, they may as set forth in Section 4.1(b)(i), shall be applied to the installment due within such five (5) Business Days and shall not be reborroweddeemed a prepayment. The Term Loan Committed Amount Any such repayment shall be automatically subject to the provisions of Section 5.5. (j) Section 4.2(g) is amended to add the words "(other than repayments made within five (5) Business Days prior to the scheduled installment date for such repayments as permitted by Section 4.1(b)(ii))" after the words "Term Loans" in the first line thereof. (k) Section 7.11(b) shall be amended to delete the words "and permanently reduced by (v)" in the amount of last line thereof and to substitute the words ", (v) to refinance the Term Loans mademade to the Borrowers on the Closing Date with Term Loans made to one or more of the Borrowers and (vi)". (l) Section 7.14 is amended to delete "(i)" in the third line thereof. (m) Section 11.1(a)(ii) is amended in its entirety as follows: except as expressly authorized hereunder, amend, extend or terminate the respective Commitment of any Bank (other than any amendment, extension or termination of any Alternate Currency Commitment other than an extension of any Alternate Currency Commitment beyond the Termination Date.) (n) Section 11.6(c) is amended to insert the words "or special purpose funding entity" after each appearance of the words "financial institution(s)" in the first, second and third lines thereof and to insert the words "or special purpose funding entity's" after the words "financial institution's" in the fourth line thereof. (o) Section 11.6(d) is amended to delete the reference to "the Borrowers" in the first line thereof and to substitute therefor the word "MascoTech". (p) Section 11.6(e) is amended to insert the word "it" after the word "that" in the last line thereof. (q) Section 11.6(g) is amended to insert the word "a" before the words "new Revolving Note" and before the words "Term Note" in the tenth line thereof. (r) Section 11.7 is amended to insert the words "or special purpose funding entity" after each appearance of the words "financial institution" in the eighteenth and twentieth lines thereof and after the word "institutions" in the twenty-third line thereof.

Term Loans. (a) Term Loan Commitments. Subject to and upon the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein contained herein, each Term Loan Lender severally (and not jointly) agrees to make available to the Borrowers from time to time until the applicable its Term Loan Availability Termination Date term loans to Borrowers in Dollars (each a "Term Loan"; collectively the "Term Loans") an amount equal to such Lender's its Term Loan Commitment. All of the Term Loans have been fully funded on the date hereof by Term Loan Lenders and after the Closing Date, no further Term Loan Commitment Percentage exists on the part of any Term Loan Lender to make any further Term Loans. (b) The Term Loans shall be (i) evidenced by this Agreement and, at the request of Term Loan Agent, a Term Promissory Note issued to each Term Loan Lender in the original principal amount of the Term Loan Committed Amount for Commitment of such Term Loan Lender, duly executed and delivered by Borrowers to such Term Loan Lender; (ii) to be repaid, together with interest and other amounts, in accordance with this Agreement, the purposes hereinafter set forth. The Company shall give Term Promissory Notes (if and when executed and delivered), and the Agent a Notice other Financing Agreements, and (iii) secured by all of Borrowing prior to 11:00 a.m.the Collateral. (Ac) The aggregate principal amount of the Term Loans shall be repaid in consecutive quarterly installments (or earlier as provided herein) payable on the Business Day first day of the requested borrowing in the case of a Term Loan to each calendar quarter commencing on January 1, 2015, each such installment shall be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in of $250,000 and the Notice entire remaining unpaid balance of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan Loans shall be a Base Rate Loan (which Base Rate Loan shall be due and payable on the Maturity Date. Any amounts paid in a minimum principal amount respect of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The . (d) Agent, on behalf of Borrowers, agrees upon the request of all Term Loan Committed Amount Lenders to record the Term Loans on the Register referred to in Section 14.7(c) hereof. Upon the registration of the Term Loans, any promissory note evidencing the same shall be automatically null and permanently reduced void and shall be returned to Borrower. Borrowers agree, at the request of Agent, to execute and deliver to any Term Loan Lender a promissory note in registered form to evidence such Registered Term Loan (i.e., containing registered note language) and registered as provided in Section 14.7(c) hereof (a “Registered Term Note”), payable to the order of each Term Loan Lender and otherwise duly completed. Once recorded on the Register, the Obligations evidenced by such Registered Term Note may not be removed from the amount of Register so long as it remains outstanding, and a Registered Term Note may not be exchanged for a promissory note that is not a Registered Term Note. (e) Except for the Term Loans mademade by Term Loan Lenders as set forth in this Section 2.8, Borrowers shall have no right to request, and Term Loan Lenders shall have no obligation to make, any additional loans or advances to Borrowers under this this Agreement, and any repayments of the Term Loans shall not be subject to any readvance to or reborrowing by Borrowers.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein hereof, each Term Lender severally agrees to make available a single advance to Borrower (herein called such Lender's "Term Loan") upon Borrower's request on or before November ____, 1998, provided that (a) such Term Loan does not exceed such Term Lender's Term Loan amount set forth on the Borrowers Lender Schedule and (b) the aggregate amount of all Term Loans does not exceed $175,000,000. Portions of each Lender's Term Loan may from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made designated as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or bothas provided herein. The Agent shall promptly notify the Lenders in writing obligation of Borrower to repay to each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by Lender the amount of the Term Loans madeLoan made by such Term Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Term Lender's "Term Note") made by Borrower payable to the order of such Term Lender in the form of Exhibit A-2 with appropriate insertions. The amount of principal owing on any Term Lender's Term Note at any given time shall be the amount of such Term Lender's Term Loan minus all payments of principal theretofore received by such Term Lender on such Term Note. Interest on each Term Note shall accrue and be due and payable as provided herein and therein. Each Term Note shall be due and payable as provided herein and therein, and shall be due and payable in full on the Term Loan Maturity Date. No portion of any Term Loan which has been repaid may be reborrowed.

Term Loans. (a) On the Closing Date, each Term Loan Commitments. Subject to Lender severally agrees, on the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees in this Agreement, to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to the Borrower pursuant to such Term Lender’s Term Commitment, which Term Loans: (i) can only be made as a Base Rate Loan or (B) incurred on the third Business Day prior to the requested borrowing Closing Date in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal entire amount of $5,000,000 each Term Lender’s Term Commitment; (ii) once prepaid or whole multiples of $1,000,000 in excess thereof)repaid, a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed, (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Term Lender at the time of incurrence thereof the aggregate principal amount of such Term Lender’s Term Commitment, and (B) for all the Term Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loan Committed Amount Loans to be made by each Term Lender will be made by such Term Lender in the aggregate amount of its Term Commitment in accordance with Section 2.07 hereof. The Term Commitments shall be automatically and permanently reduced by terminate immediately after the amount making of the Term Loans madeLoans.

Term Loans. (aA) Under the Original Credit Agreement, the Lenders thereunder made term loans to Borrowers in the principal amounts of (1) Twelve Million Dollars ($12,000,000) (“Existing Term Loan Commitments1”) and (2) Two Million Dollars ($2,000,000) (“Existing Term Loan 2”, and together with Existing Term Loan 1, the “Existing Term Loans”) and, following the making of each such Existing Term Loan, the Term Loan Tranche 1 Commitment (as defined in the Original Credit Agreement) and the Term Loan Tranche 2 Commitment (as defined in the Original Credit Agreement), as applicable, were reduced to zero ($0). Subject Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the Existing Term Loan 1 is $12,000,000, which amount shall be deemed to have been, and hereby is, converted to the “Term Loan Tranche 1” under this Agreement, and hereby is deemed to be outstanding in the amount set forth with respect to each Lender’s Term Loan Tranche 1 Commitment Amount hereto without constituting a novation. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the Existing Term Loan 2 is $2,000,000, which amount shall be deemed to have been, and hereby is, converted to the “Term Loan Tranche 2” under this Agreement, and hereby is deemed to be outstanding in the amount set forth with respect to each Lender’s Term Loan Tranche 2 Commitment Amount hereto without constituting a novation. Each Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to its Obligations in respect of each such Existing Term Loan and (y) reaffirms its obligation to repay each of Term Loan Tranche 1 and Term Loan Tranche 2 in accordance with the terms and provisions of this Agreement and the other Financing Documents. (B) On the terms and subject to the conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 3 Commitment severally hereby agrees to make available to Borrowers a term loan on the Closing Date in an original aggregate principal amount equal to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars Tranche 3 Commitment (each a "the “Term Loan"; collectively Loan Tranche 3”). Each such Lender’s obligation to fund the "Term Loans") equal Loan Tranche 3 shall be limited to such Lender's ’s Term Loan Tranche 3 Commitment Percentage Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded. (C) No Borrower shall have any right to reborrow any portion of the Term Loan Committed Amount for the purposes hereinafter set forththat is repaid or prepaid from time to time. The Company Borrowers shall give the deliver to Agent a Notice of Borrowing prior with respect to 11:00 a.m. (A) on the Business Day each proposed Term Loan advance, such Notice of the requested borrowing Borrowing to be delivered, in the case of a Term Loan to be made as a Base Rate Loan or Tranche 3 borrowing, no later than 12:00 P.M. (BEastern time) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeClosing Date.

Term Loans. (a) Term Loan Commitments. Subject From and after the Fifth Amendment Effective Date and until and including March 31, 2007, each Lender agrees, subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees in the definition of Permitted Acquisition, to make available to the Borrowers term loans from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans" or synonymously ") Term Loans A"), in the aggregate principal amount not to exceed the amount set forth below such Lender's name on the signature pages hereof (such Lender's "Term Loan Commitment"). The percentage equal to such the quotient of (x) each Lender's Term Loan Commitment Percentage Commitment, divided by (y) the aggregate of all Term Loan Commitments is that Lender's "Term Loans Percentage". The aggregate amount of the Term Loan Committed Amount Commitments shall be Five Million Dollars ($5,000,000). In no event (x) shall any one request by Borrower for Term Loans be in an aggregate amount of less than Five Hundred Thousand Dollars ($500,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof or (y) shall any one request exceed the purposes hereinafter set forthinitial cash purchase price of any Permitted Acquisition. The Company shall give the Agent a Notice principal amount of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such each Term Loan shall be a Base Rate Loan (which Base Rate Loan amortized on the basis of twenty quarterly payments, commencing on the first day of the fiscal quarter following the making of any Term Loan. Each such installment payment shall be in a minimum principal equal to one twentieth (1/20) of the aggregate amount of $5,000,000 or whole multiples the Term Loans made hereunder. The Term Loans shall be evidenced by promissory notes to be executed and delivered by Borrower to Lenders on the Fifth Amendment Effective Date, the form of $1,000,000 in excess thereofwhich is attached hereto and made a part hereof as Exhibit A-2 to the Fifth Amendment (the "Term Note(s)"), a Eurodollar Loan (which Eurodollar Loan shall bear interest as specified in Section 2.1 and shall be repayable in a minimum principal amount accordance with the terms of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or boththe Term Notes. The Agent proceeds of Term Loans shall promptly notify be used by Borrower solely for the Lenders purpose of paying a portion of the purchase price due in writing of each Notice of Borrowingconnection with any Permitted Acquisition. Once borrowed and repaid, the Term Loans are paid or prepaid, they may not be subsequently reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans made.

Term Loans. (a) As of the Restatement Date, the aggregate outstanding principal amount of the “Term Loans” (under and as defined in the Existing Credit Agreement) and unpaid accrued interest thereon is set forth on Schedule 2.1 (together with any other accrued and unpaid fees thereon, the “Outstanding Term Loan CommitmentsObligations”). The Outstanding Term Loan Obligations are held by the Existing Lenders in the amounts set forth on Schedule 2.1. Subject to the terms of this Agreement and in reliance on the representations and warranties of the Borrower herein, each of the parties hereto hereby agrees (A) that (other than any amounts repaid on the Restatement Date) the Outstanding Term Loan Obligations shall be, from and following the Restatement Date, continued and reconstituted as the Term Loans (as defined below) and interest and fees, as applicable, under this Agreement and (B) that concurrently therewith, the Existing Lenders (other than any Existing Lenders that have been repaid in full on or before the Restatement Date) have assigned and hereby direct the Administrative Agent to re-allocate all such preexisting loans (other than any amounts repaid on the Restatement Date) and commitments among themselves and to the Lenders, such that, after giving effect to the transactions contemplated hereby, the Loans and Commitments shall be allocated among the Lenders as set forth in Schedule 1, and (C) that the Lenders shall make additional advances in respect of the Term Loans as set forth below. (b) Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein hereof, each Lender severally agrees to make available to (A) that all of the Borrowers from time to time until the applicable Outstanding Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal Obligations owed to such Lender's , if any, shall remain outstanding and shall be deemed to be continuing Term Loans (subject to the reallocations and adjustments required pursuant to clause (b)(i) above) and (B) to make an additional Term Loan (collectively with the Outstanding Term Loan Obligations, the “Term Loans”) on the Restatement Date to Borrower in an incremental amount equal to the principal amount of its Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by less the amount of its Outstanding Term Loans madeLoan Obligations (if any) as set forth on Schedule 2.1. The obligations of each Lender hereunder shall be several and not joint.

Term Loans. (a) Each Term Loan CommitmentsLender severally agrees, on the terms and conditions of this Agreement, (i) to make a single term loan to the Borrowers in Dollars on the Restatement Effective Date (provided that the same shall occur no later than the Term Loan Commitment Termination Date) in a principal amount up to but not exceeding the amount of the Term Loan Commitment of such Lender and (ii) in the event that such Term Loan Lender receives as a prepayment of its initial Term Loan hereunder Net Available Proceeds from a Merc▇▇ ▇▇▇position, to make additional loans (each, an "Acquisition Loan") to the Borrowers during the period from and including the date of such prepayment to but not including the Supplemental Acquisition Loan Commitment Termination Date (the "Acquisition Loan Availability Period") in an aggregate principal amount at any time outstanding up to but not exceeding the aggregate principal amount of its initial Term Loan so prepaid (provided that (x) no such additional loans shall be made after the Supplemental Acquisition Loan Commitment Termination Date and (y) the aggregate principal amount of all such additional loans made by all of the Term Loan Lenders to all of the Borrowers shall not exceed $20,000,000) at any one time outstanding. Subject to the terms and conditions hereof --------------------- and in reliance upon of this Agreement, during the representations and warranties set forth herein each Lender severally agrees to make available to Acquisition Loan Availability Period, the Borrowers may borrow, repay and reborrow the Acquisition Credit Agreement 47 - 42 - Loans from time to time until each of the applicable Term Loan Availability Termination Date term Lenders by means of ABR Loans and Eurodollar Loans and may Convert Acquisition Loans of one Type into Acquisition Loans of the other Type (as provided in Section 2.09 hereof) or Continue Acquisition Loans that are Eurodollar Loans from one Interest Period into another Interest Period (as provided in Section 2.09 hereof). The loans in Dollars made or to be made pursuant to this paragraph (each a "Term Loan"; collectively b), including, without limitation, the Acquisition Loans, are herein called "Term Loans") equal to such Lender's . Thereafter the Borrowers may Convert Term Loan Commitment Percentage Loans of one Type into Term Loans of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. other Type (Aas provided in Section 2.09 hereof) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Continue Term Loans that are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Eurodollar Loans madefrom one Interest Period into another Interest Period (as provided in Section 2.09 hereof).

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein in this Agreement, each Lender of the Term Lenders severally agrees to make available lend to Borrower, and Borrower will borrow on the Borrowers from time to time until the applicable Term Loan Availability Termination Closing Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") and, if Borrower elects as provided hereinbelow, on such later date or dates as hereinafter provided, an amount equal to such Lender's ’s Term Loan Commitment Percentage Commitment; provided, that, in all events no Default or Event of Default shall have occurred and be continuing on the date of any such borrowing; and provided, further, that the outstanding principal amount of the Term Loan Committed Amount Loans (after giving effect to all amounts requested), shall not at any time exceed the aggregate Term Commitments of all Term Lenders or cause a violation of the covenant set forth in §9.2(b). At Borrower’s election, up to $70,000,000 of the Term Loans may be advanced during the ninety (90) days after the Closing Date rather than on the Closing Date. The Term Loans shall be made pro rata in accordance with each Term Lender’s Term Commitment Percentage. Borrower’s request for the purposes hereinafter Term Loans hereunder shall constitute a representation and warranty by Borrower that all of the conditions set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) forth in §10 and §11, as applicable, have been satisfied on the Business Day date of the requested borrowing in the case of a such request. No Term Loan Lender shall have any obligation to be made as a Base Rate Loan or (B) on the third Business Day prior make Term Loans to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be Borrower in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum more than the principal face amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)such Lender’s Term Commitment. Notwithstanding the foregoing, or both. The Agent shall promptly notify Borrower acknowledges that the Lenders in writing of each Notice of Borrowing. Once “Term Loans” outstanding under the Original Credit Agreement on the Closing Date will continue to remain outstanding as Term Loans are paid or prepaid, they may hereunder in accordance with and subject to the respective Term Commitments of the Term Lenders hereunder and will not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced re-borrowed by the amount of Term Loans madeBorrower.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein in this Agreement, each Lender severally severally, but not jointly, agrees to make available loans (individually, a “Term Loan” and, collectively, the “Term Loans”) to the Borrowers Company at any time and from time to time until during the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage Period up to, but not exceeding, at any one time outstanding the amount of its Term Loan Commitment, provided, however, that no Term Loan shall be made if, after giving effect to such Term Loan, (i) the Aggregate TL Outstandings would exceed the Total Term Loan Commitment in effect at such time or (ii) Aggregate Outstandings would exceed the Total Commitment. Except for borrowings which utilize the full remaining amount of the Term Loan Committed Amount for Commitment, each borrowing of a Term Loan shall be in an amount not less than $5,000,000. During the purposes hereinafter Term Loan Commitment Period, the Company may from time to time borrow, repay and reborrow Term Loans hereunder on or after the date hereof and at any time prior to the Term Loan Commitment Expiration Date, subject to the terms, provisions and limitations set forthforth herein. The Term Loans may be (i) Libor Rate Loans, (ii) Alternate Base Rate Loans or (iii) a combination thereof. As of the Closing Date, $26,266,666.72 of Term Loans have been advanced. (b) The Company shall give the Administrative Agent a Notice of Borrowing irrevocable written notice (or telephonic notice promptly confirmed in writing) not later than 12:00 noon, New York, New York time, three Business Days prior to 11:00 a.m. (A) the date of each proposed Libor Rate Loan under this Section 2.03 or prior to 12:00 noon New York, New York time on the Business Day date of the requested borrowing in the case of a Term Loan to be made as a each proposed Alternate Base Rate Loan or (B) on under this Section 2.03. Upon receipt of such notice from the third Business Day prior to Company, the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Administrative Agent shall promptly notify each Lender thereof. Such notice shall be irrevocable and shall specify (i) the amount and Type of the proposed borrowing, (ii) the initial Interest Period if a Libor Rate Loan, (iii) the proposed Borrowing Date and the (iv) the proposed Term Loan Maturity Date provided that such date shall not exceed five (5) years from the Borrowing Date of such Term Loan. (c) The several agreements of the Lenders in writing of each Notice of Borrowing. Once to make new Term Loans are paid or prepaid, they may not be reborrowed. The pursuant to this Section 2.03 shall automatically terminate on the Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeCommitment Termination Date.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein herein, each Continuing Term Lender severally agrees to continue all (or such lesser amount as the Lead Arranger may allocate) of such Continuing Term Lender’s Existing Term Loans as Term Loans under the Credit Agreement as amended hereby in a principal amount equal to the principal amount of its Existing Term Loans (or such lesser amount as the Lead Arranger may allocate). (b) Subject to the terms and conditions set forth herein, each New Term Lender severally agrees to make a Shortfall Term Loan to the Borrowers on the Amendment No. 1 Effective Date in a principal amount equal to its Shortfall Term Loan Commitment, which amount shall be made available to the Borrowers from time to time until Administrative Agent or the applicable Borrower in immediately available funds. The “Shortfall Term Loan Availability Termination Date term loans in Dollars (each a "Commitment” of any New Term Loan"; collectively Lender will be the "amount set forth opposite such New Term Loans") equal to such Lender's Term Loan Commitment Percentage ’s name on Schedule 1 hereto. On the Amendment No. 1 Effective Date, the proceeds of the Shortfall Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan Loans shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum applied to prepay the aggregate principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Existing Term Loans are paid or prepaid, they may not be reborrowed. The of the Non-Continuing Existing Term Loan Committed Amount shall be automatically Lenders and permanently reduced by the amount of Non-Allocated Existing Term Loans madeof all the Continuing Term Lenders.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make available make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrowers from time Borrower in an aggregate principal amount not to time until exceed the applicable amount set forth opposite such ▇▇▇▇▇▇’s name in Schedule A under the heading “Initial Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively Commitment”, as such amount may be adjusted or reduced pursuant to the "terms hereof, which Initial Term Loans") equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan: Once repaid, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Initial Term Loans are paid or prepaid, they incurred hereunder may not be reborrowed. The On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Committed Amount Commitment of each Lender shall be automatically terminate. (b) Subject to the conditions set forth in the First Incremental Amendment and permanently reduced by in accordance with the terms hereof, each Tranche B Initial Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Closing Date one or more term loans (each such term loan made on the First Incremental Amendment Closing Date, a “Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount of set forth opposite such ▇▇▇▇▇▇’s name in Schedule A-1 under the heading “Tranche B Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Initial Term Loans: Once repaid, Tranche B Initial Term Loans madeincurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Initial Outside Date, all outstanding Tranche B Initial Term Loan Commitments shall automatically terminate if the First Incremental Amendment Closing Date shall not have occurred on or prior to the Tranche B Initial Outside Date. On the First Incremental Amendment Closing Date (after giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Commitment of each Lender shall terminate. (c) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Delayed Draw Term Lender severally agrees to make, in Dollars, in a single draw on the Tranche B Delayed Draw Closing Date, one or more term loans (each such term loan, a “Tranche B Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such ▇▇▇▇▇▇’s name in Schedule A-1 under the heading “Tranche B Delayed Draw Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Delayed Draw Term Loans: Once repaid, Tranche B Delayed Draw Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Delayed Draw Outside Date, all outstanding Tranche B Delayed Draw Commitments shall automatically terminate if the Tranche B Delayed Draw Closing Date shall not have occurred on or prior to the Tranche B Delayed Draw Outside Date. On the Tranche B Delayed Draw Closing Date (after giving effect to the incurrence of any Tranche B Delayed Draw Term Loans on such date), the Tranche B Delayed Draw Commitment of each Lender shall terminate. (d) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Refinancing Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Effective Date, one or more term loans (each such term loan made on the First Incremental Amendment Effective Date, the “Tranche B Refinancing Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Refinancing Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Refinancing Term Loans: Once repaid, Tranche B Refinancing Term Loans incurred hereunder may not be reborrowed. On the First Incremental Amendment Effective Date (after giving effect to the incurrence of Tranche B Refinancing Term Loans on such date), the Tranche B Refinancing Term Loan Commitment of each Lender shall terminate. (e) Subject to the conditions set forth in the Third Amendment and in accordance with the terms hereof, each Tranche C Term Lender severally agrees to make, in Dollars, in a single draw on the Third Amendment Closing Date one or more term loans (each such term loan made on the Third Amendment Closing Date, a “Tranche C Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-2 under the heading “Tranche C Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche C Term Loans: Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed. On the Third Amendment Closing Date (after giving effect to the incurrence of Tranche C Term Loans on such date), the Tranche C Term Loan Commitment of each Lender shall terminate. (f) Subject to the conditions set forth in the Fourth Amendment and in accordance with the terms hereof, each Tranche D Term Lender severally agrees to make, in Dollars, in a single draw on the Fourth Amendment Closing Date one or more term loans (each such term loan made on the Fourth Amendment Closing Date, a “Tranche D Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-3 under the heading “Tranche D Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche D Term Loans: Once repaid, Tranche D Term Loans incurred hereunder may not be reborrowed. On the Fourth Amendment Closing Date (after giving effect to the incurrence of Tranche D Term Loans on such date), the Tranche D Term Loan Commitment of each Lender shall terminate. (g) Subject to the conditions set forth in the Fifth Amendment and in accordance with the terms hereof, each Tranche E Term Lender severally agrees to make, in Dollars, in a single draw on the Fifth Amendment Closing Date one or more term loans (each such term loan made on the Fifth Amendment Closing Date, a “Tranche E Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-4 under the heading “Tranche E Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche E Term Loans: Once repaid, Tranche E Term Loans incurred hereunder may not be reborrowed. On the Fifth Amendment Closing Date (after giving effect to the incurrence of Tranche E Term Loans on such date), the Tranche E Term Loan Commitment of each Lender shall terminate. (h) Subject to the conditions set forth in the Seventh Amendment and in accordance with the terms hereof, each Tranche F Term Lender severally agrees to make, in Dollars, in a single draw on the Seventh Amendment Closing Date one or more term loans (each such term loan made on the Seventh Amendment Closing Date, a “Tranche F Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-5 under the heading “Tranche F Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche F Term Loans: Once repaid, Tranche F Term Loans incurred hereunder may not be reborrowed. On the Seventh Amendment Closing Date (after giving effect to the incurrence of Tranche F Term Loans on such date), the Tranche F Term Loan Commitment of each Lender shall terminate. (i) Subject to the conditions set forth in the Eighth Amendment and in accordance with the terms hereof, each Tranche G Term Lender severally agrees to make, in Dollars, in a single draw on the Eighth Amendment Closing Date one or more term loans (each such term loan made on the Eighth Amendment Closing Date, a “Tranche G Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such ▇▇▇▇▇▇’s name in Schedule A-6 under the heading “Tranche G Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche G Term Loans: Once repaid, Tranche G Term Loans incurred hereunder may not be reborrowed. On the Eighth Amendment Closing Date (after giving effect to the incurrence of Tranche G Term Loans on such date), the Tranche G Term Loan Commitment of each Lender shall terminate. (j) Subject to the conditions set forth in the Tenth Amendment and in accordance with the terms hereof, each Tranche H Term Lender severally agrees to make, in Dollars, in a single draw on the Tenth Amendment Closing Date one or more term loans (each such term loan made on the Tenth Amendment Closing Date, a “Tranche H Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such ▇▇▇▇▇▇’s name in Schedule A-7 under the heading “Tranche H Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche H Term Loans: Once repaid, Tranche H Term Loans incurred hereunder may not be reborrowed. On the Tenth Amendment Closing Date (after giving effect to the incurrence of Tranche H Term Loans on such date), the Tranche H Term Loan Commitment of each Lender shall terminate.

Term Loans. (a) Term Loan Commitments. A. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein herein, each 2025 Term Lender severally hereby (x) severally, but not jointly, agrees to make available to the Borrowers from time to time until the applicable (A) exchange, on a cashless basis, its Existing Term Loan Availability Termination Date term loans Loans in Dollars (each a "Term Loan"; collectively the "Term Loans") an aggregate principal amount equal to such 2025 Term Lender's ’s Allocated Term Amount for 2025 Term Loans in an equivalent principal amount on the Amendment No. 2 Effective Date (such cashless exchange, the “Term Cashless Rollover”, and together with the Revolving Cashless Rollover, the “Cashless Rollover”), and (B) receive in cash on the Amendment No. 2 Effective Date all accrued and unpaid interest in respect of its Existing Term Loans, and the aggregate principal amount of any outstanding Existing Term Loans that exceed its Allocated Term Amount, and (y) waives (solely with respect to such portion of its Existing Term Loans exchanged pursuant to the Term Cashless Rollover) any right to receive its share of the cash prepayment of Existing Term Loans referred to in this Section III with the proceeds of the 2025 Term Loans. B. Effective upon the Amendment No. 2 Effective Date, the Term Cashless Rollover shall be deemed to have occurred, the 2025 Term Loans shall be deemed to have been funded by the 2025 Term Lenders and shall be outstanding under the Credit Agreement and any Existing Term Loan Commitment Percentage exchanged for 2025 Term Loans pursuant to the Cashless Rollover shall be (and shall be deemed to be) extinguished, repaid in full and no longer outstanding under the Credit Agreement. The parties hereto agree that the Term Cashless Rollover shall constitute a “funding” of such 2025 Term Loans in “immediately available funds” for all purposes of this Amendment and the Credit Agreement. Unless the context shall otherwise require, (i) the 2025 Term Lenders shall constitute “Initial Term Lenders”, “Term Lenders” and “Lenders”, (ii) the 2025 Term Loans shall constitute “Initial Term Loans”, “Term Loans” and “Loans”, (iii) the 2025 Term Loan Commitments shall constitute “Term Commitments”, and “Commitments”, in each case, for all purposes of the Credit Agreement and the other Loan Documents and (iv) the 2025 Term Loans shall have an initial Interest Period as the interest period applicable to the Term Loans (as defined in the Existing Credit Agreement) as of the Amendment No. 2 Effective Date). C. The proceeds of the 2025 Term Loans shall be used to finance the Term Loan Committed Amount for Refinancing and to pay the purposes hereinafter set forth. Transaction Costs. D. The Company Administrative Agent shall give make adjustments to the Agent a Notice of Borrowing prior Register to 11:00 a.m. (A) on effectuate and evidence the Business Day 2025 Term Loans and related reallocations, assignments, payments, prepayments and cashless settlements in accordance with Section 1.08 of the requested borrowing Credit Agreement. E. Notwithstanding anything to the contrary in the case Existing Credit Agreement or this Amendment, each 2025 Term Lender hereby waives (solely with respect to itself) its right to receive compensation pursuant to Section 2.16 of the Existing Credit Agreement or the Amended Credit Agreement as a result of or in connection with the 2025 Term Loans, the Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeRefinancing and/or this Amendment.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make available make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrowers from time Borrower in an aggregate principal amount not to time until exceed the applicable amount set forth opposite such ▇▇▇▇▇▇’s name in Schedule A under the heading “Initial Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively Commitment”, as such amount may be adjusted or reduced pursuant to the "terms hereof, which Initial Term Loans": (i) equal to except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and 1003003016v2 #895889271003585382v58 (ii) shall be made by each such Lender's Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of BorrowingLender. Once repaid, Initial Term Loans are paid or prepaid, they incurred hereunder may not be reborrowed. The On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Committed Amount Commitment of each Lender shall terminate. (b) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Initial Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Closing Date one or more term loans (each such term loan made on the First Incremental Amendment Closing Date, a “Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such ▇▇▇▇▇▇’s name in Schedule A-1 under the heading “Tranche B Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be automatically and permanently reduced made by each such Lender in an aggregate principal amount which does not exceed the amount Tranche B Initial Term Loan Commitment of such Lender. Once repaid, Tranche B Initial Term Loans madeincurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Initial Outside Date, all outstanding Tranche B Initial Term Loan Commitments shall automatically terminate if the First Incremental Amendment Closing Date shall not have occurred on or prior to the Tranche B Initial Outside Date. On the First Incremental Amendment Closing Date (after giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Commitment of each Lender shall terminate.

Term Loans. Section 2.3 is hereby deleted in its entirety and replaced with the following: (a) Agent, Lenders and LPC are hereby amending and restating the terms of the outstanding term loans to LPC evidenced by the Existing LPC Term Notes. LPC hereby acknowledges, confirms and agrees that as of January 27, 2005, the aggregate outstanding principal amount in respect of the Existing LPC Term Notes is $2,944,000.00. As of the date of Amendment No. 4, LPC hereby acknowledges, confirms and agrees that as of January 27, 2005, the aggregate outstanding principal amount outstanding in respect of the LPC Term Loan Commitmentsis $2,944,000.00 (the “LPC Term Loan”). Subject The indebtedness of LPC to Agent and Lenders arising pursuant to the LPC Term Loan is hereby amended and restated as set forth in the LPC Term Note. The terms of the LPC Term Loan, shall be set forth in the Second Amended and Restated LPC Term Note and evidenced thereby and shall together constitute part of the Term Loans. (b) The LPC Term Loan is (i) evidenced by the Second Amended LPC Term Note in such original principal amount duly executed and delivered by LPC to Agent concurrently with the execution of Amendment No. 4 and shall constitute part of the Term Loans; (ii) to be repaid, together with interest and other amounts, in accordance with this Agreement and the Second Amended LPC Term Note and (iii) secured by all of the Collateral. The principal amount of the LPC Term Loan shall be repaid in seventeen consecutive (17) consecutive monthly installments (or earlier as provided herein), of which the first sixteen (16) installments shall payable on the first day of each month commencing March 1, 2005 and shall be in the amount of $50,000 and the last installment due on June 30, 2006, shall be in the amount of the entire unpaid balance of the LPC Term Loan LPC may not reborrow any principal amounts prepaid pursuant to the Second Amended LPC Term Note. The amendment and restatement contained herein, including, without limitation, the amendment and restatement of the LPC Term Note, shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations evidenced by or arising under the Financing Agreements, and the liens and security interests securing such Obligations shall not in any manner be impaired, limited, terminated, waived or released. (c) Agent, Lenders and LRG are hereby amending and restating the terms of the outstanding term loans to LRG evidenced by the Existing LRG Term Notes. LRG hereby acknowledges, confirms and agrees that as of January 27, 2005, the aggregate outstanding principal amount in respect of the Existing LRG Term Notes is $6,956,000.00. As of the date of Amendment No. 4, (i) LRG hereby acknowledges, confirms and agrees that as of January 27, 2005, the aggregate outstanding principal amount outstanding in respect of the LRG Term Loan is $6,956,000.00, and (ii) subject to and upon the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein contained herein, each Lender severally (and not jointly) agrees to make available an additional advance to LRG in an amount equal to its Pro Rata Share of an additional advance in the aggregate amount of $1,500,000. Such advance shall, together with the amount outstanding in respect of the Existing LRG Term Notes immediately prior thereto, constitute the Term Loan to LRG (the “LRG Term Loan”), which shall be in the total principal amount of $8,456,000.00. The indebtedness of LRG to Agent and Lenders arising pursuant to the Borrowers from time to time until the applicable LRG Term Loan Availability Termination Date term loans and including the additional advance provided for herein is hereby amended and restated as set forth in Dollars (each a "the LRG Term Note. The terms of the LRG Term Loan"; collectively , including the "additional advance described above, shall be set forth in the LRG Second Amended and Restated Term Loans") equal to such Lender's Term Loan Commitment Percentage Note and evidenced thereby and shall together constitute part of the Term Loans. (d) The LRG Term Loan Committed Amount for is (a) evidenced by the purposes hereinafter set forthSecond Amended LRG Term Note in such original principal amount duly executed and delivered by LRG to Agent concurrently with the execution of Amendment No. 4 and shall constitute part of the Term Loans; (b) to be repaid, together with interest and other amounts, in accordance with this Agreement and the Second Amended LRG Term Note and (c) secured by all of the Collateral. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day principal amount of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such LRG Term Loan shall be a Base Rate Loan repaid in seventeen consecutive (17) consecutive monthly installments (or earlier as provided herein), of which Base Rate Loan the first sixteen (16) installments shall payable on the first day of each month commencing March 1, 2005 and shall be in a minimum principal the amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)150,000 and the last installment due on June 30, a Eurodollar Loan (which Eurodollar Loan 2006, shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of the entire unpaid balance of the LRG Term Loans madeLoan. LRG may not reborrow any principal amounts prepaid pursuant to the Second Amended LRG Term Note. The amendment and restatement contained herein, including, without limitation, the amendment and restatement of the LRG Term Note, shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Obligations evidenced by or arising under the Financing Agreements, and the liens and security interests securing such Obligations shall not in any manner be impaired, limited, terminated, waived or released.”

Term Loans. (ai) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- of this Agreement, each Term Lender with an Initial Commitment made term loans (the “Initial Term Loans”) in Dollars to the Borrower in a single Borrowing on the Closing Date in an amount not to exceed the Initial Commitment of such Term Lender. Each Term Lender’s Initial Commitment terminated immediately and in reliance upon without further action on the representations Closing Date after giving effect to the funding of such Lender’s Initial Commitment on the Closing Date. (ii) Each Term Lender agrees (severally, not jointly or jointly and warranties set forth herein each Lender severally agrees severally), subject to the terms and conditions of this Agreement, to make available term loans (the “InitialSecond Amendment Term Loans”) in Dollars to the Borrowers Borrower in a single Borrowing on the ClosingSecond Amendment Effective Date in an amount not to exceed the TermSecond Amendment Commitment of such Term Lender in accordance with the terms hereof, at Borrower’s request to Agent. Each Term Lender’s TermSecond Amendment Commitment shall terminate immediately and without further action on the ClosingSecond Amendment Effective Date after giving effect to the funding of such Lender’s TermSecond Amendment Commitment on the ClosingSecond Amendment Effective Date. (iii) The Second Amendment Term Loans shall constitute a separate tranche from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Initial Term Loans") equal . The Borrower and the Lenders hereby acknowledge and agree that, for U.S. federal income tax purposes, pursuant to such Lender's Term Loan Commitment Percentage Treasury Regulation Section 1.1275-2(c), each tranche will be treated as a single debt instrument with a single issue price, maturity date, yield to maturity and stated redemption price at maturity for purposes of Section 1271 of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeCode.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein hereof, each Lender agrees severally agrees to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date a single term loans in Dollars loan (each a "Term Loan"; collectively ) to the Borrower on the Closing Date in the amount shown as such Lender's "Term Loan" on the signature pages hereof, provided that the aggregate amount of the Term Loans shall not exceed $25,000,000. The Term Loans shall be made initially as LIBOR Loans") , upon notice received by the Agent from the Borrower at least three Eurodollar Business Days before the day on which the Term Loans are to be made; provided, however, that, notwithstanding any provisions of this Agreement to the contrary, during the period from and including the Closing Date to but excluding January 31, 2001, the Term Loans shall bear interest at the rate per annum equal to the sum of (i) LIBOR for an Interest Period of four months plus (ii) the Applicable Term Loan Margin. On the proposed borrowing date, not later than 12:00 noon, Los Angeles time, each Lender shall make available to the Agent at its office specified in Section 9.2 the amount of such Lender's Term Loan Commitment Percentage in immediately available funds. Amounts borrowed under this Section 2.4(a) and repaid or prepaid may not be reborrowed. (b) Subject to Sections 2.11 and 2.13, the Term Loans may from time to time be (i) LIBOR Loans, (ii) Base Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with either Section 2.4(a) or Section 2.7. Each Lender may make or maintain its Term Loan to the Borrower by or through any Applicable Lending Office. (c) The Term Loan made by each Lender to the Borrower shall be evidenced by a promissory note of the Borrower, substantially in the form of Exhibit L (a "Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Lender and representing the obligation of the Borrower to pay the unpaid principal amount of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior by such Lender to the requested borrowing Borrower, with interest thereon as prescribed in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing Sections 2.9 and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans made2.

Term Loans. (a) Term Loan Commitments. Subject Pursuant to the terms of the Existing Credit Agreement, certain of the Original Lenders made, severally and conditions hereof --------------------- not jointly, certain term loans to Borrower on the Original Closing Date (with respect to "Term Loan A" (as defined in the Existing Credit Agreement)) and June 15, 2000 (with respect to "Term Loan B" (as defined in reliance upon the representations Existing Credit Agreement)). As of the Restatement Effective Date and warranties set forth herein each Lender severally agrees to make available immediately prior to the Borrowers from time to time until effectiveness of this Agreement, the applicable outstanding principal balances of the existing Term Loan Availability Termination Date term loans A and the existing Term Loan B (collectively, the "Existing Term Loans") are $24,936,840.83 and $6,871,348.19, respectively. Borrower, Agent and Lenders agree that a portion of the Existing Term Loans shall continue as the Term Loans hereunder, each without in Dollars any way causing a novation of any of Borrower's obligations under the Existing Credit Agreement. On the Restatement Effective Date, Borrower shall repurchase, repay, or otherwise purchase all Loans of the Exiting Lenders, pursuant to the Repurchase Agreement, at a price equal to ninety percent (90%) of the principal outstanding amount of such Loans. After giving effect to such repayment, purchase or repurchase, the Indebtedness or other obligations evidenced by the Loans held by the Exiting Lenders will be terminated and extinguished and of no further force or effect, and Borrower and its Subsidiaries will have no further obligations or liabilities with respect to any such terminated and extinguished Loans under this Agreement, any other Loan Document, the Existing Credit Agreement, or any agreement or note entered into in connection with the Existing Credit Agreement. After giving effect to such repurchase, (i) on the Restatement Effective Date, the outstanding principal balances of Term Loan A and Term Loan B shall be $4,000,000 and $1,000,000, respectively, and (ii) from and after the Restatement Effective Date, each of the Exiting Lenders shall cease to be a "Lender and shall have no further rights or obligations under the Loan Documents (but shall continue to be a beneficiary of subsections 1.8, 1.9, and 9.1 of the Existing Credit Agreement). Collectively Term Loan"; collectively Loan A and Term Loan B will be referred to as the "Term Loans") equal to such Lender's . Borrower shall repay the Term Loans through periodic payments on the dates and in the amounts indicated below ("Scheduled Installments"). Any Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they repaid may not be reborrowed. March 31, 2003 $166,667 $4,167 June 30, 2003 $166,667 $4,167 September 30, 2003 $166,667 $4,167 December 31, 2003 $166,667 $4,167 March 31, 2004 $166,667 $4,167 June 30, 2004 $166,667 $4,167 September 30, 2004 $166,667 $4,167 December 31, 2004 $166,667 $4,167 March 31, 2005 $166,667 $4,167 June 30, 2005 $166,667 $4,167 September 30, 2005 $166,667 $4,167 November 30, 2005 The remaining unpaid principal balance of Term Loan Committed Amount shall be automatically and permanently reduced by the amount A The remaining unpaid principal balance of Term Loans made.Loan B

Term Loans. (a) On the Closing Date, each Lender that has a Term Loan Commitments. Subject to Commitment severally, and not jointly, agrees, on the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees in this Agreement, to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to the Borrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be made as a Base Rate Loan or (B) incurred on the third Business Day prior to the requested borrowing Closing Date in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal entire amount of $5,000,000 each Lender’s Term Commitment; (ii) once prepaid or whole multiples of $1,000,000 in excess thereof)repaid, a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Term Loans that are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loan Committed Amount shall Loans to be automatically and permanently reduced made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.07 hereof. Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement, to make Incremental Term Loans madeto the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- of this Agreement including Sections 3.1 and 3.3, each Lender agrees (severally, not jointly or jointly and severally) to make initial Term Loans on the Closing Date (the “Initial Term Loans” and such loans comprising the “Initial Term Loan Facility”) to Borrower, in reliance an aggregate principal amount not to exceed the amount of such Lender’s Initial Term Loan Commitment; provided, that after giving effect to the making of the Initial Term Loan, in no event shall the aggregate Initial Term Loans exceed the lesser of the Initial Borrowing Base or the Initial Term Loan Commitments then in effect. Each Lender’s Initial Term Loan Commitment shall be permanently reduced immediately and without further action upon the representations and warranties set forth herein each Lender severally agrees to make available making of the Initial Term Loan in an amount equal to the Borrowers from time to time until amount of such Lender’s Pro Rata Share of such Initial Term Loan. Any principal amount of the applicable Initial Term Loan Availability Termination Date term loans which is repaid or prepaid may not be reborrowed. (b) The outstanding unpaid principal amount of the Initial Term Loans shall be repaid in Dollars consecutive monthly installments on the first Business Day of each month (each a "“Payment Date”), beginning with December 1, 2023; each such monthly installment shall be in an aggregate amount equal to 1.25% of the original principal amount of the Initial Term Loan"; collectively . Notwithstanding the "Term Loans") equal to foregoing, the last such Lender's Term Loan Commitment Percentage installment in respect of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Initial Term Loan shall be a Base Rate Loan (which Base Rate in the amount necessary to repay in full the unpaid principal amount of the Initial Term Loan. The outstanding unpaid principal balance and all accrued and unpaid interest on the Initial Term Loan shall be due and payable on the earlier of (i) the Maturity Date and (ii) the date of the acceleration of the Initial Term Loan in a minimum accordance with the terms hereof. All principal amount of, interest on, and other amounts payable in respect of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar the Initial Term Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeconstitute Obligations hereunder.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees to make available to and in the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage Amended and Restated Credit Agreement, as of the Restatement Effective Date, each Extending Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting Lender agrees that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once its Term Loans are paid or prepaid, they may not will be reborrowedmodified to become Term B Loans of like outstanding principal amount. The Term Loan Committed Amount Loans of each Declining Term Lender shall be automatically and permanently reduced by remain outstanding as Term A Loans. Notwithstanding the foregoing, in the event that the aggregate principal amount of Term Loans madeof Extending Term Lenders is greater than $125,000,000, the Borrower may (but shall not be obligated to) elect by written notice to the Administrative Agent to cause less than all (but not less than $125,000,000 aggregate principal amount) of the Term Loans of the Extending Term Lenders to become Term B Loans, such allocation to be made on a pro rata basis. The Term Loans of the Extending Term Lenders that shall become Term B Loans pursuant to this Section are referred to herein as “Extending Term Loans”. The Interest Periods and Adjusted LIBO Rates in effect for the Term Borrowings immediately prior to the Restatement Effective Date shall remain in effect for the Term A Borrowings and the Term B Borrowings resulting from the effectiveness of this Agreement on the Restatement Effective Date, notwithstanding any contrary provision of Section 2.02 or 2.10 of the Original Credit Agreement or the Amended and Restated Credit Agreement, with only the Applicable Percentage for the Term B Borrowings changing as of, and with effect from and after, the Restatement Effective Date.

Term Loans. (a) During the Commitment Period, each of the Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender Lenders severally agrees to make available term loans (the “Term Loans”), in Dollars, to the Borrowers Borrower from time to time until on any Business Day prior to the applicable Term Loan Availability Termination Date, in two (2) drawings by the Borrower, the first of which will be made on the Closing Date term loans in Dollars and the second of which, unless not requested by the Borrower prior to the Term Loan Expiry Date, will be made not more than sixty (each a "Term Loan"60) days after the Closing Date; collectively the "provided that after giving effect to any such Term Loans", (i) equal with respect to the Term Lenders collectively, the Outstanding Amount of Term Loans shall not exceed FIVE HUNDRED MILLION DOLLARS ($500,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Aggregate Term Loan Committed Amount”) and (ii) with respect to each Term Lender individually, such Lender's ’s Term Loans shall not exceed its respective Term Loan Committed Amount. Each Term Loan Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Term Loan Commitment Percentage of the Aggregate Term Loan Committed Amount for the purposes hereinafter set forthAmount. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) Amounts repaid on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loans may consist of Base Rate Loans, Eurodollar Rate Loans or a combination thereof, as the Borrower may request; provided, however, any Term Loan Committed Amount Borrowing made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be automatically and permanently reduced by made as Base Rate Loans unless the amount Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Term Loans madeLoan Borrowing.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees to Borrowers shall make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage prepayment of the Term Loan Committed Amount for Loans until paid in full upon the purposes hereinafter set forth. The Company shall give occurrence of any of the Agent a Notice of Borrowing prior to 11:00 a.m.following at the following times and in the following amounts: (Ai) on concurrently with the Business Day receipt by any Loan Party of any Net Cash Proceeds from any Asset Disposition (other than from a Permitted Factoring Disposition), in an amount equal to 100% of such Net Cash Proceeds; (ii) concurrently with the requested borrowing receipt by any Loan Party of any issuance of Equity Interests of any Loan Party, in an amount equal to 100% of such Net Cash Proceeds; (iii) concurrently with the receipt by any Loan Party of any Extraordinary Receipts, in an amount equal to 100% of such Extraordinary Receipts; provided that, in the case of any event described in clause (b) of the definition of the term “Extraordinary Receipts”, with respect to Extraordinary Receipts not to exceed $2,000,000 in the aggregate during the term of this Agreement, if the Borrower Representative shall deliver to the Administrative Agent a Term certificate of a Senior Officer on behalf of the Borrowers to the effect that the Loan Parties intend to apply the Extraordinary Receipts from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Extraordinary Receipts, to acquire (or replace or rebuild) real property, equipment or other tangible or intangible assets (excluding inventory but expressly including Permitted Acquisitions) to be made as a Base Rate used in the business of the Loan or Parties, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this clause (Biv) on in respect of the third Business Day prior Extraordinary Receipts specified in such certificate; provided, further, that to the requested borrowing extent any such Extraordinary Receipts therefrom that have not been so applied by the end of such 180day period, a prepayment shall be required in an amount equal to such Extraordinary Receipts that have not been so applied unless such 180-day period is extended by the Administrative Agent; (iv) concurrently with the receipt of any Business Interruption Proceeds, in an amount equal to 100% of such Business Interruption Proceeds; provided that, with respect to Business Interruption Proceeds not to exceed $2,000,000 in the case aggregate during the term of this Agreement, if the Borrower Representative shall deliver to the Administrative Agent a certificate of a Term Senior Officer on behalf of the Borrowers to the effect that the Loan Parties intend to apply the Business Interruption Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Business Interruption Proceeds, to acquire (or replace or rebuild) real property, equipment or other tangible or intangible assets (excluding inventory but expressly including Permitted Acquisitions) to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan used in the amount business of the Loan Parties or to pay operating expenses of the Loan Parties, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this clause (iv) in respect of the Extraordinary Receipts specified in the Notice of Borrowing such certificate; provided, further, that to the Borrowers specified in extent any such Business Interruption Proceeds therefrom that have not been so applied by the Notice end of Borrowing and specifying whether such Term Loan 180day period, a prepayment shall be a Base Rate required in an amount equal to such Business Interruption Proceeds that have not been so applied unless such 180-day period is extended by the Administrative Agent; (v) with respect to each Fiscal Year ending on or after December 31, 2019, within the earlier of (x) one hundred twenty (120) days after the end of each Fiscal Year and (y) three (3) Business Days after Borrower Representative’s delivery of the Fiscal Year-end audited financial statements delivered pursuant to Section 10.1.1, in an amount equal to the ECF Percentage of Excess Cash Flow for such Fiscal Year; (vi) concurrently with the receipt by any Loan Party of any Net Cash Proceeds pursuant to the issuance of the Second Lien Debt, (which Base Rate Loan shall be 1) first, in a minimum principal an amount equal to $4,000,000 to pay any unpaid balance of the $5,000,000 or whole multiples of $1,000,000 4,000,000 amortization payment provided for in excess thereofSection 6.4.2(b), a Eurodollar Loan and (which Eurodollar Loan shall be 2) then, $16,000,000 of the balance thereof to prepay Loans as provided in a minimum principal Section 6.3; and (vii) upon each sale of any Monroe Supporting Shares, in an amount equal to 100% of $5,000,000 or whole multiples of $1,000,000 in excess the Net Cash Proceeds thereof; provided, that solely with respect to this clause (vii), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madedirect costs of non-Affiliates relating to such issuance (including sales and underwriters’ commissions) used to determine the amount Net Cash Proceeds with respect to such sales shall not exceed $1,500,000 in the aggregate for all such sales.

Term Loans. (ai) Term Loan Commitments. Subject to and upon the terms and conditions hereof --------------------- and in reliance upon the representations and warranties herein set forth herein forth, each Lender severally having a Tranche A Term Loan Commitment agrees to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans a loan denominated in Dollars (each a "“Tranche A Term Loan"; collectively ” and, collectively, the "“Tranche A Term Loans"”) to the Borrower in an amount equal to such Lender's its Tranche A Term Loan Commitment, which Tranche A Term Loans (A) shall be made on the Fourth Restatement Effective Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans and (C) may be repaid and reborrowed in accordance with the provisions hereof; and (ii) Subject to and upon the terms and conditions herein set forth, each Lender having a Tranche B Term Loan Commitment Percentage agrees to make a loan denominated in Dollars (each a “Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) to the Borrower in an amount equal to its Tranche B Term Loan Commitment, which Tranche B Term Loans (A) shall be made on the Fourth Restatement Effective Date, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Loans and (C) may be repaid and reborrowed in accordance with the provisions hereof. Any Term Loan Committed Amount for Loans (i) may at the purposes hereinafter set forth. The Company shall give option of the Agent a Notice Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Term Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing prior to 11:00 a.m.shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (ii) may be repaid or prepaid in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed. (A) on Subject to and upon the Business Day terms and conditions herein set forth, each Lender having a Revolving Credit Commitment severally agrees to make a loan or loans denominated in Dollars or Alternative Currencies (each a “Revolving Credit Loan” and, collectively, the “Revolving Credit Loans”) to the Borrower, which Revolving Credit Loans (A) shall be made at any time and from time to time prior to the Revolving Credit Maturity Date, (B) may, at the option of the requested borrowing Borrower be incurred and maintained as, and/or converted into, ABR Loans or LIBOR Revolving Credit Loans (each in the case of a Revolving Credit Loans denominated in Dollars only), Alternative Currency Daily Rate Loans or Alternative Currency Term Loan to be Rate Loans; provided that all Revolving Credit Loans made as a Base Rate Loan or (B) on by each of the third Business Day prior Lenders pursuant to the requested borrowing same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the case of a Term Loan to be made as a Eurodollar Loanprovisions hereof, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing (D) shall not, for any Lender at any time, after giving effect thereto and to the Borrowers specified application of the proceeds thereof, result in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)Lender’s Revolving Credit Exposure plus, a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)without duplication, or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Swingline Loans madeoutstanding that are held by such Lender and the face amount of Letters of Credit outstanding at such time issued by such Lender at such time exceeding such Lender’s Revolving Credit Commitment at such time, (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect and (F) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the Aggregate Multicurrency Exposures at such time exceeding the Multicurrency Sublimit then in effect.

Term Loans. (a) The Bank has heretofore made a loan ("Term Loan CommitmentsA") to the Parent on June 28, 1996 in the amount of $12,000,000. The Term Loan A was made against and evidenced by a single joint and several promissory note of the Parent and certain of its former subsidiaries payable to the order of the Bank in the principal amount of $12,000,000 which, concurrent with execution and delivery of this Agreement, is being amended and restated in its entirety, in the form (with appropriate insertions) attached hereto as Exhibit B-1 (the "The Loan A Note"), for execution by each of the Borrowers. The Term Loan A Note shall be dated the date of issuance thereof, be expressed to bear interest as set forth in Section 2 hereof, and be expressed to mature in quarterly principal installments as therein provided. (b) Subject to the terms and conditions hereof --------------------- and in reliance upon hereof, the representations and warranties set forth herein each Lender severally Bank agrees to make available to loans (the Borrowers from time to time until the applicable "Term Loan Availability Termination Date term loans in Dollars (each a B", and, together with the Term Loan"; collectively Loan A, the "Term Loans") equal to such Lender's Term Loan Commitment Percentage the Borrowers in the amount of $6,500,000 on or before October 31, 1996, at which time the commitment of the Bank to make the Term Loan Committed Amount for the purposes hereinafter set forthB shall expire. The Company Term Loan B shall give the Agent be made against and evidenced by a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day single joint and several promissory note of the requested borrowing Borrowers in the case of a form (with appropriate insertions) attached hereto as Exhibit B-2 (the "Term Loan to be made as a Base Rate B Note", and, together with the Term Loan or (BA Note, the "Term Notes") on the third Business Day prior payable to the requested borrowing order of the Bank in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed6,500,000. The Term Loan Committed Amount B Note shall be automatically dated the date of issuance thereof, be expressed to bear interest as set forth in Section 2 hereof, and permanently reduced by the amount of Term Loans madebe expressed to mature in quarterly principal installments as therein provided.

Term Loans. (a) Each Existing Term Loan Commitmentsoutstanding under the Existing Credit Agreement on the Amendment and Restatement Effective Date shall remain outstanding as a Term Loan under this Agreement until repaid or prepaid. Each of the Existing Term Lenders will, as of the Amendment and Restatement Effective Date, sell and assign to the Term Lenders an interest in and to all of its respective rights and obligations under and in respect of the outstanding Existing Term Loans set forth opposite such Existing Term Lender’s name on Part A of Schedule 2.01 under the caption “Existing Term Loans”, and each of the Term Lenders will purchase and assume its Applicable Percentage of all such outstanding Existing Term Loans. After giving effect to all such assignments and assumptions on the Amendment Effective Date and the Borrowing of Term Loans, if any, made by the Borrower hereunder on such date, each of the Term Lenders will be owed the principal amount of Terms Loans hereunder set forth opposite its name on Part B of Schedule 2.01. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein herein, each Term Lender severally agrees to make available (or cause its Lending Office to make) a single term loan (each such loan, a “Term Loan”) to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans Borrower in Dollars (each on the Amendment and Restatement Effective Date in a "Term Loan"; collectively the "Term Loans") principal amount equal to such Term Lender's ’s Term Loan Commitment Percentage less the amount of any Existing Term Loans previously made by such Lender and continued pursuant to the Term Loan Committed Amount for the purposes hereinafter set forthterms hereof. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing Amounts borrowed or, in the case of a the Existing Term Loan to be made as a Base Rate Loan Loans, continued, under this Section 2.01(b) and repaid or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they prepaid may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans mademay be Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided herein.

Term Loans. (a) Agent, Lenders and LPC are hereby amending and restating the terms of the outstanding term loans to LPC evidenced by the Existing LPC Term Loan CommitmentsNotes. Subject LPC hereby acknowledges, confirms and agrees that as of December 18, 2003, the aggregate principal amount outstanding in respect of the Existing LPC Term Notes is $3,300,800. On the date hereof, subject to and upon the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein contained herein, each Lender severally (and not jointly) agrees to make available an additional advance to LPC in an amount equal to its Pro Rata Share of the Borrowers from time to time until excess of the applicable original principal amount of the LPC Term Loan Availability Termination Date term loans over the outstanding aggregate principal amount of the Existing LPC Term Notes, which additional advances shall be in Dollars the aggregate amount of $699,200. Such advance shall, together with the amount outstanding in respect of the Existing LPC Term Notes immediately prior thereto, constitute the Term Loan to LPC (each a the "LPC Term Loan"; collectively ), which shall be in the "total principal amount of $4,000,000. The indebtedness of LPC to Agent and Lenders arising pursuant to the LPC Term Loans") equal to such Lender's Loan, including the additional advance provided for herein, is hereby amended and restated as set forth in the LPC Term Loan Commitment Percentage Note. The terms of the LPC Term Loan, including the additional advance described above, shall be set forth in the LPC Term Note and evidenced thereby and shall together constitute part of the Term Loan Committed Amount Loans. LPC hereby promises to pay to the order of Agent on the date hereof, the interest due under the terms of the Existing LPC Term Notes for the purposes hereinafter set forthperiod from December 1, 2003 through the date hereof. (b) The LPC Term Loan is (i) evidenced by the LPC Term Note in such original principal amount duly executed and delivered by LPC to Agent concurrently herewith and shall constitute part of the Term Loans; (ii) to be repaid, together with interest and other amounts, in accordance with this Agreement and the LPC Term Note and (iii) secured by all of the Collateral. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day principal amount of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such LPC Term Loan shall be a Base Rate Loan repaid in forty-five (45) consecutive monthly installments (or earlier as provided herein) payable on the first day of each month commencing February, 2004, of which Base Rate Loan the first forty-four (44) installments shall each be in the amount of $88,000 and the last installment shall be in a minimum the amount of the entire unpaid balance of the LPC Term Loan. (c) Agent, Lenders and LRG are hereby amending and restating the terms of the outstanding term loans to LRG evidenced by the Existing LRG Term Notes. LRG hereby acknowledges, confirms and agrees that as of December 18, 2003, the aggregate principal amount outstanding in respect of the Existing LRG Term Notes is $3,749,178. On the date hereof, subject to and upon the terms and conditions contained herein, each Lender severally (and not jointly) agrees to make an additional advance to LRG in an amount equal to its Pro Rata Share of the excess of the aggregate original principal amount of the LRG Term Loan over the outstanding principal amount of the Existing LRG Term Notes, which additional advances shall be in the aggregate amount of $5,750,822. Such advance shall, together with the amount outstanding in respect of the Existing LRG Term Notes immediately prior thereto, constitute the Term Loan to LRG (the "LRG Term Loan"), which shall be in the total principal amount of $5,000,000 or whole multiples 9,500,000. The indebtedness of $1,000,000 LRG to Agent and Lenders arising pursuant to the LRG Term Loan and including the additional advance provided for herein is hereby amended and restated as set forth in excess thereof)the LRG Term Note. The terms of the LRG Term Loan, a Eurodollar including the additional advance described above, shall be set forth in the LRG Term Note and evidenced thereby and shall together constitute part of the Term Loans. LRG hereby promises to pay to the order of Agent on the date hereof, the interest due under the terms of the Existing LRG Term Notes for the period from December 1, 2003 through the date hereof. (d) The LRG Term Loan is (which Eurodollar i) evidenced by the LRG Term Note in such original principal amount duly executed and delivered by LRG to Agent concurrently herewith and shall constitute part of the Term Loans; (ii) to be repaid, together with interest and other amounts, in accordance with this Agreement and the LRG Term Note and (iii) secured by all of the Collateral. The principal amount of the LRG Term Loan shall be repaid in a minimum principal forty-five (45) consecutive monthly installments (or earlier as provided herein) payable on the first day of each month commencing February, 2004, of which the first forty-four (44) installments shall each be in the amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify 212,000 and the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount last installment shall be automatically and permanently reduced by in the amount of the entire unpaid balance of the LRG Term Loans madeLoan.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- hereof, each Lender, severally, and not jointly with the other Lenders, agrees to make a term loan (collectively, the “Term Loans”) to the Borrower on the Closing Date under the Commitment; provided that no Lender shall be required to make any Term Loan in reliance upon excess of such Lender’s Commitment then in effect. The Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the representations Borrower and warranties set forth herein notified to the Administrative Agent in accordance with Sections 2.1(b) and 2.8. The Commitments shall expire at the close of business on February 7, 2008 if the Term Loans are not borrowed on or before such date, and shall in any event expire on the date of borrowing of the Term Loans, after giving effect thereto. (b) The Borrower shall, if it elects to borrow the Term Loans, give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, on the Closing Date) specifying the amount of the Term Loans to be borrowed. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender severally agrees to thereof. Each Lender will make available to the Borrowers from time to time until Administrative Agent at the applicable Term Loan Availability Termination Date term loans Funding Office an amount in Dollars (each a "Term Loan"; collectively the "Term Loans") immediately available funds equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan Loans to be made as a Base Rate Loan or (B) by such Lender prior to 2:00 p.m., New York City time, on the third Business Day prior Closing Date. Such Term Loans will then be made available to the requested borrowing Borrower by the Administrative Agent as directed by the Borrower in the case of a Term Loan to be aggregate amount made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing available to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Administrative Agent shall promptly notify by the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced like funds as received by the amount of Term Loans madeAdministrative Agent.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein hereof, each Term Lender severally agrees to make available a single advance to Borrower (herein called such Lender's "Term Loan") upon Borrower's request on or before September 30, 1998, provided that (a) such Term Loan does not exceed such Term Lender's Term Loan amount set forth on the Borrowers Lender Schedule and (b) the aggregate amount of all Term Loans does not exceed $225,000,000. Portions of each Lender's Term Loan may from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made designated as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or bothas provided herein. The Agent shall promptly notify the Lenders in writing obligation of Borrower to repay to each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by Lender the amount of the Term Loans madeLoan made by such Term Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Term Lender's "Term Note") made by Borrower payable to the order of such Term Lender in the form of Exhibit A-2 with appropriate insertions. The amount of principal owing on any Term Lender's Term Note at any given time shall be the amount of such Term Lender's Term Loan minus all payments of principal theretofore received by such Term Lender on such Term Note. Interest on each Term Note shall accrue and be due and payable as provided herein and therein. Each Term Note shall be due and payable as provided herein and therein, and shall be due and payable in full on June 30, 2005. No portion of any Term Loan which has been repaid may be reborrowed.

Term Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (athe “Term A-1 Loan”) to the Borrower in Dollars on the Closing Date in an amount not to exceed such Lender’s Term A-1 Loan CommitmentsCommitment. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein and in Incremental Amendment, each Incremental Term A-2 Lender severally agrees to make available Incremental Term A-2 Loans to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans Borrower in Dollars (on the Initial Drawing Date and the Second Drawing Date, as the case may be, in an amount not to exceed such Incremental Term A-2 Lender’s Incremental Term A-2 Commitment on such date. Subject to the terms and conditions set forth herein and in the Third Amendment, each a "Term Loan"; collectively Bridge Lender severally agrees to make its portion of Bridge Loans to the "Term Loans") equal Borrower in Dollars on the Bridge Loan Closing Date in an amount not to exceed such Bridge Lender's Term ’s Bridge Loan Commitment Percentage of Commitment. Amounts repaid on the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term A-1 Loan Committed Amount and Term A-2 Loans may consist of Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided herein. The Bridge Loans shall consist of Base Rate Loans only notwithstanding anything to the contrary set forth herein. (e) Section 2.05(a)(i) of the Credit Agreement is hereby amended by adding the following sentence to the end of such section: “Notwithstanding anything to the contrary set forth herein, until the Bridge Loans have been repaid in full and all Bridge Loan Commitments have been terminated, all voluntary prepayments of Loans shall be automatically applied to the Bridge Loans.” (f) Section 2.05(b)(iv) of the Credit Agreement is hereby amended by deleting clauses (B) and permanently reduced by (C) in their entirety and substituting the amount of Term Loans made.following therefor:

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees to make available to the Borrowers from time to time until the applicable (i) a term loan ("Term Loan Availability Termination A") to Borrower on ----------- the Closing Date in the principal amount of $30,000,000.00 and (ii) a term loans loan ("Term Loan B") to Borrower on the Closing Date in Dollars the principal amount of ----------- $17,800,000.00 (each a Term Loan A and Term Loan B, collectively, the "Term Loan"; collectively ). The Term Loan shall be secured --------- by all of the "Collateral. Borrower may not reborrow any amount repaid with respect to the Term Loans"Loan. (b) Term Loan A made by the Lender shall be evidenced by a single promissory note of Borrower for the Lender substantially in the form of Exhibit ------- B-1 hereto, dated the date hereof, payable to such Lender in a principal amount --- equal to such Lender's the sum of the amount of Term Loan A plus the amount of the Acquisition ---- Line Commitment Percentage and otherwise duly completed ("Note A"). The Term Loan B shall ------ be evidenced by a single promissory note of Borrower for the Lender substantially in the form of Exhibit B-2 hereto, dated the date hereof, payable ----------- to such Lender in a principal amount equal to the sum of the amount of the Term Loan Committed Amount for B plus the purposes hereinafter set forthamount of the Acquisition Line Commitment and otherwise duly ---- completed ("Note B"). The Company date, amount and interest rate of the Term Loan made ------ by the Lender and each payment of principal with respect thereto shall give be recorded on the Agent a Notice books and records of Borrowing prior to 11:00 a.m.the Lender which books and records shall constitute prima facie evidence of the accuracy of the information therein ----- ----- recorded. (Ac) on the Business Day The unpaid principal balance of the requested borrowing in the case of a Term Loan to A shall be made as a Base Rate Loan or repayable in twenty (B20) consecutive quarterly installments, the first of which shall be due on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar LoanJanuary 1, requesting that the Lenders make a Term Loan 1998 in the amount specified of $640,625.00 and shall be followed by nineteen (19) equal installments in the Notice amount of Borrowing $937,500.00 each which shall be due commencing on April 1, 1998, and shall continue to be due on the first (1st) day of each calendar quarter thereafter, together with a twenty-first (21st) and final installment of principal on Term Loan A in the amount equal to the Borrowers specified remaining unpaid principal balance of Term Loan A, which shall be due on the Termination Date. The unpaid principal balance of Term Loan B shall be repayable in nineteen (19) equal consecutive quarterly installments in the Notice amount of Borrowing $25,000.00 each which shall be due commencing on April 1, 1998, and specifying whether such shall continue to be due on the first (1st) day of each calendar quarter thereafter, together with a twentieth (20th) and final installment of principal on Term Loan B in the amount equal to the remaining unpaid principal balance of Term Loan B, which shall be due on the Termination Date. (d) Any full or partial prepayment of principal on the Term Loan shall be subject to the following terms and conditions: (x) Any voluntary prepayment in whole or in part of the Term Loan made prior to the fifth anniversary of the Closing Date will obligate Borrower to pay the appropriate Prepayment Fee and/or Breakage Cost if applicable as provided in Annex C and (y) a Base Rate prepayment of all or any part of the Term Loan ------- which constitutes a LIBOR Loan may be made without penalty or premium by Borrower only on the last day of the Interest Period applicable thereto and if any such prepayment is made on a day that is not the last day of the applicable Interest Period, Borrower shall be obligated to pay to the Lender any additional amounts due under Section 1.12 hereof; and ------------ (ii) Any partial prepayment of the Term Loan (which Base Rate Loan whether voluntary or mandatory) shall be applied to installments of principal due thereon (allocated among Term Loan A and Term Loan B in a minimum proportion to the relative principal amount of $5,000,000 or whole multiples the Term Loan outstanding under each, unless such prepayment is financed with ------ the proceeds of $1,000,000 an initial public offering of the capital stock of the Borrower, in excess thereof), a Eurodollar Loan (which Eurodollar Loan case it shall be allocated first to the Loans outstanding under the Note B and, if the Note B is paid in a minimum principal amount full, then to the Loans outstanding under the Note A) in their inverse order of $5,000,000 or whole multiples maturity. (e) The Borrower shall use the proceeds of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically to refinance existing indebtedness of the Borrower and permanently reduced by to refinance the amount existing indebtedness and finance the acquisition of Term Loans made.all of the stock of Phoenix Communications, Inc., King Mailing Services, Inc. and ▇▇▇▇▇ Printing Company, Inc.

Term Loans. Subject to and upon the terms and conditions herein set forth, each Lender severally, but not jointly, agrees to make Term Loans to the Borrower (a) in one or more Term Loan CommitmentsTranches) (i) on the applicable Term Conversion Date by (A) converting the unpaid principal amount of its Construction Loans under each Construction Loan Tranche then outstanding into a corresponding Term Loan Tranche or (B) a Borrowing of Term Loans by the Borrower for the purpose set forth in Section 5.7(b)(ii) in accordance with the applicable Notice of Term Conversion, which shall be deemed a Term Conversion of Construction Loans and a Construction Loan Tranche for such Operating Project in the amount of the Term Loans requested, (ii) as LIBOR Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.11 and 2.12, (iii) in an amount which shall not (A) for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Term Loan Exposure at such time exceeding such Lender’s Term Loan Commitment Percentage multiplied by the then-applicable Total Term Loan Commitment, (B) for any Lender at any time, result in the Term Loans made by such Lender on any Term Conversion Date exceeding such Lender’s Term Loan Commitment Percentage multiplied by the then-applicable Available Term Loan Commitment, and (C) after giving effect thereto and to the application of the proceeds thereof, result in the Total Term Loan Exposure exceeding the Total Term Loan Commitment at such time and (iv) after giving effect thereto, result in the Construction Loan Limit being less than zero; provided that at no point shall (x) the aggregate Construction Loan Exposure of all Lenders plus the aggregate Term Loan Exposure of all Lenders exceed $187,500,000 and (y) the Construction Loan Exposure plus the Term Loan Exposure of any Lender exceed such Lender’s Proportionate Share of $187,500,000. Subject Term Loans shall be repaid in accordance with the provisions and subject to the terms and conditions hereof --------------------- hereof, and in reliance upon the representations and warranties set forth herein each Lender severally agrees to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they repaid may not be reborrowed. The Term Loan Committed Amount Commitments shall terminate on the earliest of (1) 5:00 p.m. (New York time) on the latest Date Certain, (2) the date of acceleration of the Loans under Section 7.13 and (3) termination of the Commitments under Section 7.13; provided that Term Loan Commitments shall be automatically reduced to zero in an amount equal to and permanently reduced by concurrently with the amount reduction of Term Loans madeany Construction Loan Commitments to zero under Section 2.1.

Term Loans. (ai) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- of this Agreement, the Lenders agree, severally and in reliance upon the representations and warranties set forth herein each Lender severally agrees not jointly, to make available a term loan to Borrower on the Borrowers from time to time until the applicable Term Loan Availability Termination Effective Date term loans in an aggregate principal amount of Thirty Five Million Dollars ($35,000,000.00) according to each a "Term Loan"; collectively the "Term Loans") equal to such Lender's ’s Term Loan Commitment Percentage of as set forth on Schedule 1.1 hereto (the “Term A Loan”). After repayment, the Term A Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m.may not be re-borrowed. (Aii) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior Subject to the requested borrowing in the case terms and conditions of a Term Loan to be made as a Eurodollar Loanthis Agreement, requesting that the Lenders agree, severally and not jointly, to make a term loan to Borrower during the Term Loan B Draw Period in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum an aggregate principal amount of Twenty Million Dollars ($5,000,000 or whole multiples of $1,000,000 in excess thereof20,000,000.00), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum single tranche of Twenty Million Dollars ($20,000,000) or two tranches of Ten Million Dollars ($10,000,000) each, according to each Lender’s Term Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly and collectively, jointly and severally as “Term B Loan”). After repayment, the Term B Loan may not be re-borrowed. (iii) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make a term loan to Borrower during the Term C Draw Period in an aggregate principal amount of Fifteen Million Dollars ($5,000,000 or whole multiples of $1,000,000 in excess thereof15,000,000.00), in a single tranche of Fifteen Million Dollars ($15,000,000) or bothtwo tranches of Seven Million Five Hundred Thousand Dollars ($7,500,000) each, according to each Lender’s Term Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly and collectively, jointly and severally as “Term C Loan;” each Term A Loan, Term B Loan and Term C Loan is referred to singly as a “Term Loan” and the Term A Loan, Term B Loan and Term C Loan are referred to collectively as the “Term Loans”). The Agent shall promptly notify After repayment, the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they C Loan may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madere-borrowed.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein (including Section 10.14), each Lender severally agrees to make available a single advance to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars Borrower (each a "Term Loan"; collectively the herein called such Lender's "Term Loans") equal on the Closing Date in the amount of such Lender's Term Commitment set forth on the Lender Schedule, provided that the aggregate amount of all Term Loans does not exceed the total Term Commitment. Term Loans shall consist of Base Rate Loans or Eurodollar Loans, or a combination thereof as Borrower may request in writing as provided in Section 2.2 or as 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] otherwise provided in Section 2.3; provided that Borrower may have no more than five (5) Borrowings of Eurodollar Loans that are Term Loans outstanding at any time. The obligation of Borrower to repay to each Lender the amount of the Term Loan made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Lender's "Term Note") made by Borrower payable to the order of such Lender in the form of Exhibit A-2 with appropriate insertions. The amount of principal owing on any Lender's Term Note at any given time shall be the amount of such Lender's Term Loan Commitment Percentage minus all payments of principal theretofore received by such Lender on such Term Note. Interest on each Term Note shall accrue and be due and payable as provided herein and therein. Each Term Note shall be due and payable as provided herein and therein, and shall be due and payable in full on the Maturity Date. No portion of any Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they has been repaid may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans made.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- of this Agreement, each Term A Lender has made Term A Loans to the Borrowers in a principal amount equal to such Term A Lender's Term A Loan Percentage of One Hundred Twenty-Five Million Dollars ($125,000,000). Once prepaid or repaid (in each case for any reason), Term A Loans may not be reborrowed. (b) Subject to the terms and conditions of this Agreement, each Term B Lender has made Term B Loans to the Borrowers in reliance upon a principal amount equal to such Term B Lender's Term B Loan Percentage of One Hundred Twenty-Five Million Dollars ($125,000,000). Once prepaid or repaid (in each case for any reason), Term B Loans may not be reborrowed. (c) Subject to the representations terms and warranties set forth herein conditions of this Agreement, each Term C Lender severally agrees to make available Term C Loans to the Borrowers from time to time until on the applicable Closing Date. The Term Loan Availability Termination Date term loans C Loans shall be funded by each Term C Lender in Dollars (each a "Term Loan"; collectively the "Term Loans") principal amount equal to such Term C Lender's Term C Loan Commitment Percentage of the Term C Loan Committed Amount for the purposes hereinafter set forthCommitment. The Company aggregate principal amount of the Term C Loans shall give not, at the Agent time of borrowing, exceed the total Term C Loan Commitment. The Term C Loan borrowing pursuant to this Article IV will constitute a Notice of Borrowing prior to 11:00 a.m.permanent reduction in the Term C Loan Commitment and once repaid or prepaid (for any reason), Term C Loans may not be reborrowed. (Ad) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior Subject to the requested borrowing in the case terms and conditions of a this Agreement, each Term Loan D Lender severally agrees to be made as a Eurodollar Loan, requesting that the Lenders make a up to five equal quarterly Term Loan in the amount specified in the Notice of Borrowing D Loans to the Borrowers specified in commencing December 31, 2002 through and including the Notice of Borrowing and specifying whether such Term D Loan Commitment Termination Date. The Term D Loans, if requested by the Borrowers pursuant to Section 4.2(d), shall be a Base Rate Loan (which Base Rate Loan shall be funded by each Term D Lender in a minimum principal amount of $5,000,000 up to 1/5 of such Lender's original Term D Loan Commitment, such funding to occur on each of December 31, 2002, March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003 (or whole multiples of $1,000,000 in excess thereofif any such day is not a Business Day on the next succeeding day that is a Business Day), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum . The aggregate principal amount of $5,000,000 the Term D Loans shall not, at any time of borrowing, exceed the total Term D Loan Commitment in effect at such time. Each Term D Loan borrowing pursuant to this Article IV will constitute a permanent reduction in the Term D Loan Commitment and once prepaid or whole multiples of $1,000,000 repaid (in excess thereofeach case for any reason), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term D Loans are paid or prepaid, they may not be reborrowed. The Any portion of the Term D Loan Committed Amount Commitment not funded on or prior to the Term D Loan Commitment Termination Date shall be automatically and permanently reduced by the amount of Term Loans madeexpire on such date.

Term Loans. (ai) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (the "Closing Date Term Loan") to Company and the Eligible Subsidiaries in an aggregate amount equal to $6,000,000. The Closing Date Term Loan shall be advanced on the Closing Date and shall be, with respect to principal, payable in consecutive monthly installments of principal commencing on July 1, 2005 and on the first day of each Lender severally agrees month thereafter, subject to make available acceleration upon the occurrence of an Event of Default or termination of this Agreement. The first twenty-eight principal installments shall each be in the amount of $206,896 and the twenty-ninth and final installment shall be in an amount equal to the Borrowers from time to time until unpaid principal balance of the applicable Closing Date Term Loan Availability Termination plus all accrued and unpaid interest thereon. The Closing Date Term Loan shall be evidenced by the Closing Date Secured Convertible Term Note. (ii) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a term loans loan (the "Second Term Loan") to Company and the Eligible Subsidiaries in Dollars an aggregate amount equal to $1,900,000. The Second Term Loan shall be advanced on February 28, 2005 and shall be, with respect to principal, payable in consecutive monthly installments of principal commencing on July 1, 2005 and on the first day of each month thereafter, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement. The first twenty-eight principal installments shall each be in the amount of $65,517 and the twenty-ninth and final installment shall be in an amount equal to the unpaid principal balance of the Second Term Loan plus all accrued and unpaid interest thereon. The Second Term Loan shall be evidenced by the Second Secured Convertible Term Note. (iii) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (the "Third Term Loan" and together with the Closing Date Term Loan and the Second Term Loan, each a "Term Loan"; " and collectively the "Term Loans") to Company and the Eligible Subsidiaries in an aggregate amount equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth$4,640,000. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Third Term Loan shall be a Base Rate Loan (which Base Rate Loan advanced on January 6, 2006 and shall be payable in full together with all accrued and unpaid interest thereon and all other amounts due and owing with respect thereto, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement, upon the earlier of (A) July 6, 2006 and (B) the consummation of any offering of Thomas Equipment's Common St▇▇▇ ▇▇ a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madePerson other than Laurus."

Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the last day of each of March, June, September and December, (ai) commencing with the fiscal quarter ending on June 30, 2026, a principal amount of Term Loan CommitmentsLoans equal to the aggregate outstanding principal amount of 2025 Refinancing Term Loans made on the Amendment No. Subject 4 Effective Date multiplied by 0.25% (in each case as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05) and (ii) commencing with the fiscal quarter ending on June 30, 2027, a principal amount of Term Loans equal to the aggregate outstanding principal amount of Amendment No. 4 Refinancing Term Loans made on the Amendment No. 4 Effective Date multiplied by 1.00% (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.06); provided that at the time of any effectiveness of any Extension Amendment with respect to the Initial2025 Refinancing Term Loans, the scheduled amortization with respect to the Initial2025 Refinancing Term Loans set forth above shall be reduced ratably to reflect the percentage of Initial2025 Refinancing Term Loans converted to Extended Term Loans pursuant to such Extension Amendment (but will not affect the amount of amortization received by a given Lender with outstanding Initial Term Loans), (ii) the amortization for any new Class of Term Loans established pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment to this Agreement in respect of Replacement Term Loans (if any) as shall be agreed in accordance with the terms and conditions hereof --------------------- and specified in reliance upon the representations and warranties set forth herein each Lender severally agrees such Incremental Amendment, Refinancing Amendment, Extension Amendment or amendment to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans this Agreement in Dollars (each a "Term Loan"; collectively the "respect of Replacement Term Loans") equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. , as applicable, and (Aiii) on the Business Day Maturity Date for each Class of Term Loans, the requested borrowing in aggregate principal amount of all such Term Loans outstanding on such date; provided that the case repayments under this clause may be adjusted to account for the addition of any New Term Loans, including any increase to payments to the extent, and as required pursuant to, the terms of any applicable Incremental Amendment involving a Term Loan Increase to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount any Class of Term Loans made.Loans. $1,250,000

Term Loans. (ai) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees to herein, the Lenders will make available to the Borrowers from time to time until the applicable advances of their respective Term Loan Availability Termination Date A Commitment Percentages of a term loans loan in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's “Term Loan Commitment Percentage of A”) in an amount not to exceed the Term Loan Committed Amount for A Commitment which Term Loan A will be disbursed to the purposes hereinafter set forthBorrower in Dollars in a single advance on the Effective Date. The Company shall give Term Loan A may consist of Base Rate Loans, Term SOFR Rate Loans, or a combination thereof, as the Agent a Notice of Borrowing prior to 11:00 a.m. (A) Borrower may request. Amounts repaid on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they A may not be reborrowed. The Each Lender’s respective Term Loan Committed Amount A Commitments shall terminate on the Effective Date upon such Lender’s funding thereof. (ii) Subject to the terms and conditions set forth herein, the Lenders will make advances of their respective Sixth Amendment Term Loan A Commitment Percentages of a term loan in Dollars (the “Sixth Amendment Term Loan A”) in an amount not to exceed the Sixth Amendment Term Loan A Commitment which Sixth Amendment Term Loan A will be automatically and permanently reduced by disbursed to the amount Borrower in Dollars in a single advance on the Sixth Amendment Effective Date. The Sixth Amendment Term Loan A may consist of Base Rate Loans, Term Loans madeSOFR Rate Loans, or a combination thereof, as the Borrower may request. Amounts repaid on the Sixth Amendment Term Loan A may not be reborrowed. Each Lender’s respective Sixth Amendment Term Loan A Commitments shall terminate on the Sixth Amendment Effective Date upon such ▇▇▇▇▇▇’s funding thereof.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein of this Agreement, (i) each Tranche 1 Term Lender severally agrees to make available a Tranche 1 Term Loan to the Borrowers from time Borrower on the Closing Date in an amount equal to time until such Tranche 1 Term Lender’s Tranche 1 Term Loan Commitment and (ii) during the applicable Tranche 2 Term Loan Availability Termination Date term loans Period, the Tranche 2 Term Lenders may elect, in Dollars (each their sole discretion, to make the Tranche 2 Term LoanLoans to the Borrower in a "Term Loan"; collectively the "Term Loans") single funding in anany number of separate fundings up to a maximum aggregate principal amount equal to $40,000,00050,000,000; provided that after giving effect to such Lender's Term Borrowings, the Total Outstandings shall not exceed the Aggregate Commitments. Upon funding, the Tranche 2 Term Loans shall form a single tranche of Term Loans with the Tranche 1 Term Loan Commitment Percentage and shall be treated as one tranche hereunder in all respects. In the event that the Tranche 2 Term Lenders notify the Agent of their election to provide the Tranche 2 Term Loans during the Tranche 2 Term Loan Availability Period, the Agent shall promptly provide written notice (or telephonic notice promptly confirmed in writing) to the Borrower no later than three (3) Business Days in advance of the requested borrowing. Amounts borrowed under this Section 1.1(a) and repaid or prepaid may not be reborrowed and any amount drawn in respect of the Tranche 2 Term Loans may only be borrowed one time. The proceeds of the Tranche 1 Term Loans shall be used solely by the Borrower (A) for general corporate purposes and (B) to pay fees and expenses incurred in connection with the transactions contemplated by this Agreement (including without limitation the Business Combination). The proceeds of the Tranche 2 Term Loans to be borrowed on the First Amendment Effective Date shall be used for general corporate purposes. The proceeds of all other Tranche 2 Term Loans shall be used solely by the Borrower to refinance, terminate, and 19107526-5 repay all outstanding amounts under and in respect of the Silverview Term Loan and to pay fees and expenses incurred in connection therewith to the extent required by Oaktree Fund Administration, LLC. In no event may the proceeds of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior Loans be used to 11:00 a.m. (A) on the Business Day purchase or to carry, or to reduce, retire or refinance any other Debt incurred other than repayment contemplated under this Section 1.1(b), to purchase or carry, any margin stock, as defined by Regulation U of the requested borrowing in Board of Governors of the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)Federal Reserve System, or both. The Agent shall promptly notify for any related purpose that violates the Lenders in writing provisions of each Notice Regulation T, U or X of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowedthe Board of Governors of the Federal Reserve System. The Term Loan Committed Amount Loans and interest accruing thereon shall be automatically and permanently reduced evidenced by the amount records of Term Loans madethe Agent (including the Loan Account) and by the Note(s).

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- of this Agreement including Sections 3.1 and 3.3, each Lender agrees (severally, not jointly or jointly and severally) to make initial Term Loans on the Closing Date (the “Initial Term Loans” and such loans comprising the “Initial Term Loan Facility”) to Borrower, in reliance an aggregate principal amount not to exceed the amount of such Lender’s Initial Term Loan Commitment; provided, that after giving effect to the making of the Initial Term Loan, in no event shall the aggregate Initial Term Loans exceed the lesser of the Initial Borrowing Base or the Initial Term Loan Commitments then in effect. Each Lender’s Initial Term Loan Commitment shall be permanently reduced immediately and without further action upon the representations and warranties set forth herein each Lender severally agrees to make available making of the Initial Term Loan in an amount equal to the Borrowers from time to time until amount of such Lender’s Pro Rata Share of such Initial Term Loan. Any principal amount of the applicable Initial Term Loan Availability Termination Date term loans which is repaid or prepaid may not be reborrowed. (b) The outstanding unpaid principal amount of the Initial Term Loans shall be repaid in Dollars consecutive monthly installments on the first Business Day of each month (each a "“Payment Date”), beginning with December 1, 2023; each such monthly installment shall be in an aggregate amount equal to 1.25% of the original principal amount of the Initial Term Loan"; collectively . Notwithstanding the "Term Loans") equal to foregoing, the last such Lender's Term Loan Commitment Percentage installment in respect of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Initial Term Loan shall be a Base Rate Loan (which Base Rate in the amount necessary to repay in full the unpaid principal amount of the Initial Term Loan. The outstanding unpaid principal balance and all accrued and unpaid interest on the Initial Term Loan shall be due and payable on the earlier of (i) the Maturity Date and (ii) the date of the acceleration of the Initial Term Loan in a minimum accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Initial Term Loan shall constitute Obligations hereunder. (c) Subject to the terms and conditions of this Agreement, including Section 3.3, and the Second Amendment Conditions Precedent, each Lender agrees (severally, not jointly or jointly and severally) to make an Incremental Term Loans on the Second Amendment Effective Date (the “Incremental Term Loan” and such loans comprising the “Incremental Term Loan Facility”) to Borrower, in an aggregate principal amount not to exceed the amount of such Lender’s Incremental Term Loan Commitment; provided, that after giving effect to the making of the Incremental Term Loan, in no event shall the sum of the Initial Term Loan plus the Incremental Term Loan exceed the lesser of the Initial Borrowing Base or the sum of the Initial Term Loan Commitments plus the Incremental Term Loan Commitment then in effect. Each Lender’s Incremental Term Loan Commitment shall be permanently reduced immediately and without further action upon the making of the Incremental Term Loan in an amount equal to the amount of such Lender’s Pro Rata Share of such Incremental Term Loan. Any principal amount of $5,000,000 the Incremental Term Loan which is repaid or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they prepaid may not be reborrowed. . (d) The outstanding unpaid principal balance and all accrued and unpaid interest on the Incremental Term Loan Committed Amount shall be automatically due and permanently reduced payable on the earlier of (i) the Incremental Term Loan Maturity Date, and (ii) the date of the acceleration of the Incremental Term Loan in accordance with the terms hereof. All principal of, interest on, and other amounts payable in respect of the Incremental Term Loan shall constitute Obligations hereunder. (e) The Incremental Term Loan established pursuant to this Section 2.1 shall be included in the Term Loan, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the amount of Term Loans madeLoan Documents.

Term Loans. (ai) Upon the satisfaction of the applicable conditions precedent set forth in Sections 5.1 and 5.2, each Term Loan Commitments. Subject to Lender severally and not jointly agrees, on the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees in this Agreement, to make a term loan (any such term loan being referred to as a “Term Loan” and all such term loans being referred to collectively as the “Term Loans”) in Dollars to the Company on the Closing Date or on the effective date of any increase to the Aggregate Term Loan Commitment pursuant to Section 2.23 hereof, in an amount equal to such Term Loan Lender’s Pro Rata Share of the Aggregate Term Loan Commitment; provided, that at no time shall the Facility Obligations Amount exceed the Collateral Value Amount. The Term Loans shall initially be Floating Rate Advances but may be converted into Eurocurrency Rate Advances in accordance with Section 2.7. Each Term Loan Lender shall make the amount of such Lender’s Term Loan available to the Borrowers from time to time until Administrative Agent in New York, New York at its address specified in Article XIV in funds immediately available, on the applicable Closing Date or as specified in any amendment contemplated by Section 2.23(D)(iv). After the Administrative Agent’s receipt of the proceeds of such Term Loan Availability Termination from the Term Loan Lenders, the Administrative Agent shall make the proceeds of such Term Loan available to the Company on the Closing Date term loans in Dollars (each a "on the date on which any Incremental Term Loan"; collectively the "Term Loans") Loans are made by transferring immediately available funds equal to the proceeds of such Lender's Term Loan Commitment Percentage Loans received by the Administrative Agent as the Company shall instruct in writing. (ii) The Term Loans made on the Closing Date shall be repaid in (i) twenty-three (23) consecutive equal quarterly installments of $250,000, payable on the last Business Day of each fiscal quarter of the Company, commencing September 30, 2006 and (ii) a final installment equal to the remaining outstanding balance of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) payable on the Business Day of the requested borrowing in the case of a Term Loan Maturity Date applicable to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan Loans, and the Term Loans shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of each installment on the date payment thereof is made hereunder. If not sooner repaid, the Term Loans madeshall be payable in full on the Term Loan Maturity Date. Payments or prepayments of the Term Loans may not be reborrowed. (iii) The terms and provisions set forth herein applicable to the Term Loans made on the Closing Date are preserved for historical reference, and shall be amended or supplemented as necessary to reflect the terms of any Incremental Term Loans established in accordance with the terms of Section 2.23 pursuant to an amendment to this Agreement as contemplated by such Section 2.23(D)(iv). 2.2. Swing Line Loans.

Term Loans. (ai) As of the Restatement Date, the aggregate outstanding principal amount of the “Term Loans” (under and as defined in the Existing Credit Agreement) is set forth on Schedule 2.1 (together with all unpaid accrued interest and any unpaid fees thereon, the “Outstanding Term Loan CommitmentsObligations”). The principal amounts of the Outstanding Term Loan Obligations are held by the Existing Lenders in the amounts set forth on Schedule 2.1. Subject to the terms of this Agreement and in reliance on the representations and warranties of the Borrower herein, each of the parties hereto hereby agrees (A) that (other than any amounts repaid on the Restatement Date) the Outstanding Term Loan Obligations shall be, from and following the Restatement Date, continued and reconstituted as the Term Loans (as defined below) and interest and fees, as applicable, under this Agreement and (B) that concurrently therewith, the Existing Lenders (other than any Existing Lenders that have been repaid in full on or before the Restatement Date) have assigned and hereby direct the Administrative Agent to re-allocate all such preexisting loans (other than any amounts repaid on the Restatement Date) and commitments among themselves and to the Lenders, such that, after giving effect to the transactions contemplated hereby, the Loans and Commitments shall be allocated among the Lenders as set forth in Schedule 1, and (C) that the Lenders shall make additional advances in respect of the Term Loans as set forth below. (ii) Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein hereof, each Lender severally agrees to make available to (A) that all of the Borrowers from time to time until the applicable Outstanding Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal Obligations owed to such Lender's , if any, shall remain outstanding, (B) the principal amount of such Outstanding Term Loan Obligations shall be deemed to be continuing Term Loans (subject to the reallocations and adjustments required pursuant to clause (b)(i) above), (C) all of the Outstanding Term Loan Obligations consisting of interest and fees that are not paid on the Restatement Date, shall be continued as interest and fees hereunder and shall be payable on the dates set forth hereunder, and (D) to make an additional Term Loan (collectively with the Outstanding Term Loan Obligations, the “Term Loans”) on the Restatement Date to Borrower in an incremental amount equal to the principal amount of its Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by less the amount of its Outstanding Term Loans madeLoan Obligations (if any) as set forth on Schedule 2.1. The obligations of each Lender hereunder shall be several and not joint.

Term Loans. Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (athe "Closing Date Term Loan") to Company and the Eligible Subsidiaries in an aggregate amount equal to $6,000,000. The Closing Date Term Loan Commitmentsshall be advanced on the Closing Date and shall be, with respect to principal, payable in consecutive monthly installments of principal commencing on July 1, 2005 and on the first day of each month thereafter, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement. The first twenty-eight principal installments shall each be in the amount of $206,896 and the twenty-ninth and final installment shall be in an amount equal to the unpaid principal balance of the Closing Date Term Loan plus all accrued and unpaid interest thereon. The Closing Date Term Loan shall be evidenced by the Closing Date Secured Convertible Term Note. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees to and in the Ancillary Agreements, Laurus shall make available to a term loan (the Borrowers from time to time until "Second Term Loan" and together with the applicable Closing Date Term Loan Availability Termination Date term loans in Dollars (Loan, each a "Term Loan"; " and collectively the "Term Loans") to Company and the Eligible Subsidiaries in an aggregate amount equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth$1,900,000. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Second Term Loan shall be a Base Rate advanced on February 28, 2005 and shall be, with respect to principal, payable in consecutive monthly installments of principal commencing on July 1, 2005 and on the first day of each month thereafter, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement. The first twenty-eight principal installments shall each be in the amount of $65,517 and the twenty-ninth and final installment shall be in an amount equal to the unpaid principal balance of the Second Term Loan (which Base Rate plus all accrued and unpaid interest thereon. The Second Term Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced evidenced by the amount Second Secured Convertible Term Note." (b) The following subsection is hereby added to the end of Term Loans made.Section 13 of the Security and Purchase Agreement:

Term Loans. (a) The outstanding principal balance of Term Loan CommitmentsA as of the date of this Agreement is $4,531,955.03, which sum remains due and owing by US Borrowers. Each Revolving Lender, severally and not jointly, shall have funded its respective Commitment Percentage of the outstanding principal balance of Term Loan A, whether directly to Borrowers or by obtaining an assignment of a portion of the outstanding Term Loan A. Term Loan A shall be, with respect to principal, payable in equal consecutive monthly installments, each in the sum of $133,880, commencing on February 1, 2009 and continuing on the first day of each month thereafter until the last day of the Term when the entire then unpaid principal sum of the Term Loans shall be payable in full, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. (b) Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein of this Agreement, each Lender severally agrees to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans B Lender, severally and not jointly, will make (i) a Term Loan B to US Borrowers (“Term Loan B-US”) in Dollars (each a "Term Loan"; collectively the "Term Loans") sum equal to such Lender's its Term B Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. $22,958,680.43 and (Aii) on the Business Day of the requested borrowing in the case of a Term Loan B to be made as Stream Canada (“Term Loan B-Foreign”) in a Base Rate sum equal to its Term B Loan or (Commitment Percentage of $2,041,319.57. Term Loan B) -US and Term Loan B-Foreign shall be, with respect to principal, payable on the third Business Day prior to last day of the requested borrowing in Term when the case entire then unpaid principal sum of a the Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan B Loans shall be a Base Rate Loan payable in full, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. (which Base Rate Loan c) The Term Loans shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced evidenced by the amount amended and restated secured promissory notes in substantially the forms attached hereto as Exhibit 2.4A and the secured promissory notes in substantially the forms attached hereto as Exhibit 2.4B-US, Exhibit 2.4B-F (all of the foregoing, collectively, the “Term Loans madeNotes”).

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make available make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrowers from time Borrower in an aggregate principal amount not to time until exceed the applicable amount set forth opposite such ▇▇▇▇▇▇’s name in Schedule A under the heading “Initial Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively Commitment”, as such amount may be adjusted or reduced pursuant to the "terms hereof, which Initial Term Loans": (i) equal to except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender's Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of BorrowingLender. Once repaid, Initial Term Loans are paid or prepaid, they incurred hereunder may not be reborrowed. The On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Committed Amount Commitment of each Lender shall terminate. (b) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Initial Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Closing Date one or more term loans (each such term loan made on the First Incremental Amendment Closing Date, a “Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such ▇▇▇▇▇▇’s name in Schedule A-1 under the heading “Tranche B Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche B Initial Term Loan Commitment of such Lender. Once repaid, Tranche B Initial Term Loans incurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Initial Outside Date, all outstanding Tranche B Initial Term Loan Commitments shall automatically terminate if the First Incremental Amendment Closing Date shall not have occurred on or prior to the Tranche B Initial Outside Date. On the First Incremental Amendment Closing Date (after giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Commitment of each Lender shall terminate. (c) Subject to the conditions set forth in the First Incremental Amendment and permanently reduced by in accordance with the terms hereof, each Tranche B Delayed Draw Term Lender severally agrees to make, in Dollars, in a single draw on the Tranche B Delayed Draw Closing Date, one or more term loans (each such term loan, a “Tranche B Delayed Draw Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such ▇▇▇▇▇▇’s name in Schedule A-1 under the heading “Tranche B Delayed Draw Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Delayed Draw Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche B Delayed Draw Commitment of such Lender. Once repaid, Tranche B Delayed Draw Term Loans madeincurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Delayed Draw Outside Date, all outstanding Tranche B Delayed Draw Commitments shall automatically terminate if the Tranche B Delayed Draw Closing Date shall not have occurred on or prior to the Tranche B Delayed Draw Outside Date. On the Tranche B Delayed Draw Closing Date (after giving effect to the incurrence of any Tranche B Delayed Draw Term Loans on such date), the Tranche B Delayed Draw Commitment of each Lender shall terminate. (d) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Refinancing Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Effective Date, one or more term loans (each such term loan made on the First Incremental Amendment Effective Date, the “Tranche B Refinancing Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Refinancing Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Refinancing Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche B Refinancing Term Loan Commitment of such Lender. Once repaid, Tranche B Refinancing Term Loans incurred hereunder may not be reborrowed. On the First Incremental Amendment Effective Date (after giving effect to the incurrence of Tranche B Refinancing Term Loans on such date), the Tranche B Refinancing Term Loan Commitment of each Lender shall terminate. (e) Subject to the conditions set forth in the Third Amendment and in accordance with the terms hereof, each Tranche C Term Lender severally agrees to make, in Dollars, in a single draw on the Third Amendment Closing Date one or more term loans (each such term loan made on the Third Amendment Closing Date, a “Tranche C Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-2 under the heading “Tranche C Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche C Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche C Term Loan Commitment of such Lender. Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed. On the Third Amendment Closing Date (after giving effect to the incurrence of Tranche C Term Loans on such date), the Tranche C Term Loan Commitment of each Lender shall terminate. (f) Subject to the conditions set forth in the Fourth Amendment and in accordance with the terms hereof, each Tranche D Term Lender severally agrees to make, in Dollars, in a single draw on the Fourth Amendment Closing Date one or more term loans (each such term loan made on the Fourth Amendment Closing Date, a “Tranche D Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-3 under the heading “Tranche D Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche D Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche D Term Loan Commitment of such Lender. Once repaid, Tranche D Term Loans incurred hereunder may not be reborrowed. On the Fourth Amendment Closing Date (after giving effect to the incurrence of Tranche D Term Loans on such date), the Tranche D Term Loan Commitment of each Lender shall terminate. (g) Subject to the conditions set forth in the Fifth Amendment and in accordance with the terms hereof, each Tranche E Term Lender severally agrees to make, in Dollars, in a single draw on the Fifth Amendment Closing Date one or more term loans (each such term loan made on the Fifth Amendment Closing Date, a “Tranche E Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-4 under the heading “Tranche E Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche E Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Tranche E Term Loan Commitment of such Lender. Once repaid, Tranche E Term Loans incurred hereunder may not be reborrowed. On the Fifth Amendment Closing Date (after giving effect to the incurrence of Tranche E Term Loans on such date), the Tranche E Term Loan Commitment of each Lender shall terminate. (h) Subject to the conditions set forth in the Seventh Amendment and in accordance with the terms hereof, each Tranche F Term Lender severally agrees to make, in Dollars, in a single draw on the Seventh Amendment Closing Date one or more term loans (each such term loan made on the Seventh Amendment Closing Date, a “Tranche F Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-5 under the heading “Tranche F Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche F Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and

Term Loans. (ai) Term Pursuant to the Original Loan Commitments. Subject to Agreement, each Bank severally agreed, on the terms and subject to the conditions hereof --------------------- and in reliance upon of the representations and warranties set forth herein each Lender severally agrees Original Loan Agreement, to make available joint and several term loans (individually, a "TERM LOAN" and, collectively, the "TERM LOANS") to the Borrowers in the Alternative Currency in an aggregate principal Dollar Amount at any one time outstanding up to, but not exceeding, such Bank's Term Commitment. In connection therewith, the Borrowers hereby acknowledge and confirm that as of the date hereof (i) the full amount of the Total Term Commitment has been borrowed and remains outstanding, (ii) such indebtedness is being amended pursuant hereto, and (iii) the "Term Notes" evidencing the outstanding Term Loans are, concurrently herewith, being replaced in the form of the Restated Term Notes hereinafter referred to in subsection 2.5(a) hereof. (ii) The Term Loans may be prepaid at any time and from time to time until time, in whole or in part, upon prior written notice to the applicable Agent as provided in Section 2.3 hereof, without premium or penalty except as otherwise provided in Section 2.23 hereof and any amounts so prepaid (whether voluntary or mandatory) may not be reborrowed hereunder. (iii) In the event the Total Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively Commitment is terminated and the "Term Loans") equal to such Lender's Term Loan Commitment Percentage full amount of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once outstanding Term Loans are paid or prepaidrepaid in full, they may not be reborrowed. The then concurrently therewith at the option of the Borrowers, the Revolving Credit Commitment of each Bank which previously maintained a Term Loan Committed Amount Commitment shall be automatically and permanently reduced increased by the amount of such Bank's terminated Term Loans madeLoan Commitment (which increase may be denominated in the Alternative Currency up to the Dollar Amount of $25,000,000). Simultaneously with such increase: (A) the Borrowers shall execute and deliver to each such Bank a substituted Restated Credit Note effective as of the date of such increase, which shall be in substitution for and replacement of the Restated Credit Note, if any, held by such Bank, (B) the Total Revolving Credit Commitment shall be increased by the amount of the terminated Total Term Commitment, and (C) the Revolving Credit Commitment of each such Bank set forth opposite it's name on the signature pages hereto shall be deemed increased by the amount of such Bank's terminated Term Commitment.

Term Loans. (ai) Term Loan Commitments. Subject to and upon the terms and conditions hereof --------------------- of this Agreement Bank shall make term loans to Borrower in two Tranches, “Tranche A” and “Tranche B”. On the Closing Date, or as soon thereafter as all conditions precedent to the making thereof have been met, Bank shall make one (1) term loan to Borrower under Tranche A in reliance upon an aggregate principal amount equal to $3,000,000 (the representations “Initial Term Loan”). Thereafter, on or prior to the Availability End Date, Borrower may request and warranties set forth herein each Lender severally Bank agrees to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date one (1) or more additional term loans to Borrower under Tranche A in Dollars an aggregate principal amount not to exceed $7,000,000 (each a "“Tranche A Term Loan"; collectively ” and together with the "Initial Term Loan, the “Tranche A Term Loans"”). At any time after Borrower’s achievement of the Equity Milestone through the Availability End Date, Borrower may request and Bank agrees to make one (1) equal or more additional term loans to such Lender's Borrower in an aggregate principal amount not to exceed $5,000,000 (each a “Tranche B Term Loan” and collectively, the “Tranche B Term Loans” and together with the Tranche A Term Loans, each a “Term Loan” and collectively, the “Term Loans”). The proceeds of the Initial Term Loan Commitment Percentage shall be used to refinance all obligations owing from Borrower to Bank as of the Closing Date. The proceeds of any subsequent Tranche A Term Loans and the Tranche B Term Loans shall be used for general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a) and shall be payable monthly in arrears beginning on the day of the month next following the date such Term Loan is funded and continuing on the same day of each month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in equal monthly installments of principal, plus all accrued but unpaid interest, beginning on the Amortization Start Date and continuing on the same day of each month thereafter through the Term Loan Committed Amount for Maturity Date, at which time all outstanding amounts due in connection with the purposes hereinafter set forthTerm Loans and any other outstanding amounts due under this Agreement shall be immediately due and payable. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m.Term Loans, once repaid, may not be reborrowed. Borrower may prepay any Term Loan without penalty or premium. (Aiii) When Borrower desires to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing date on which the Term Loan is to be made. Such notice shall be substantially in the case form of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan Exhibit C. The notice shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced signed by the amount of Term Loans madean Authorized Officer.

Term Loans. (a) Term A Loan, Term A-2 Loan Commitments. and Term A-3 Loan. (i) Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein herein, each Term A Lender severally agrees to make available a portion of a term loan (the “Term A Loan”) to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans Borrower in Dollars (each a "Term Loan"; collectively on the "Term Loans") Closing Date in an amount equal to such Lender's L▇▇▇▇▇’s Term A Loan Commitment Percentage of Commitment. Amounts repaid on the Term A Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term A Loan Committed Amount may consist of Base Rate Loans or Term SOFR Loans, as further provided herein. The Term A Loan Commitments shall terminate upon the funding of the Term A Loan and, if not previously terminated, shall in any event terminate no later than 5:00 p.m. on the Closing Date. (ii) Subject to the terms and conditions set forth herein, each Term A-2 Lender severally agrees to make a portion of a term loan (the “Term A-2 Loan”) to the Borrower in Dollars on the First Amendment Effective Date in an amount equal to such L▇▇▇▇▇’s Term A-2 Loan Commitment. Amounts repaid on the Term A-2 Loan may not be automatically reborrowed. The Term A-2 Loan shall initially consist of Base Rate Loans or Term SOFR Loans, as further provided herein. The Term A-2 Loan Commitments shall terminate upon the funding of the Term A-2 Loan and, if not previously terminated, shall in any event terminate no later than 5:00 p.m. on the First Amendment Effective Date. (iii) Subject to the terms and permanently reduced by conditions set forth herein, each Term A-3 Lender severally agrees to make a portion of a term loan (the “Term A-3 Loan”) to the Borrower in Dollars on the Fourth Amendment Effective Date in an amount equal to such L▇▇▇▇▇’s Term A-3 Loan Commitment. Amounts repaid on the Term A-3 Loan may not be reborrowed. The Term A-3 Loan shall consist of Base Rate Loans or Term Loans madeSOFR Loans, as further provided herein. The Term A-3 Loan Commitments shall terminate upon the funding of the Term A-3 Loan and, if not previously terminated, shall in any event terminate no later than 5:00 p.m. on the Fourth Amendment Effective Date.

Term Loans. (a) Term Loan Commitments. Subject The Borrower may, upon at least three Business Days’ prior notice to the terms Administrative Agent stating the proposed date and conditions hereof --------------------- and in reliance upon aggregate principal amount of the representations and warranties set forth herein each Lender severally agrees to make available to prepayment, prepay the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage outstanding principal amount of the Term Loan Committed Amount for Loans, in whole or in part, together with accrued interest to the purposes hereinafter set forth. The Company shall give the Agent a Notice date of Borrowing prior to 11:00 a.m. (A) such prepayment on the Business Day principal amount prepaid; provided, however, that if any prepayment of the requested borrowing in the case of a Term Loan to be made as a Base any Eurodollar Rate Loan or (B) is made by the Borrower other than on the third Business Day prior to the requested borrowing in the case last day of a Term Loan to be made as a Eurodollar an Interest Period for such Loan, requesting the Borrower shall also pay any amounts owing pursuant to Section 2.13 (Breakage Costs); provided, further, that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan each partial prepayment shall be in a minimum principal an aggregate amount of not less than $5,000,000 or whole integral multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan thereof and that any such partial prepayment shall be in a minimum applied to the remaining installments of such outstanding principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid in the inverse order of their maturities; and provided, further, that, any such prepayment (i) which results in a prepayment in full of the Term Loans of any Lender with the proceeds of (or prepaidin exchange for) either (x) new term loans (other than the Additional Term Loans) under this Agreement or (y) a new credit facility obtained by the Borrower or the other Loan Parties in the bank loan market and (ii) for which notice was given on or prior to December 19, they may not be reborrowed. The Term Loan Committed Amount 2004, shall be automatically and permanently reduced accompanied by a prepayment premium equal to 1.00% of the principal amount of such prepayment. Upon the giving of such notice of prepayment, the principal amount of the Term Loans madespecified to be prepaid shall become due and payable on the date specified for such prepayment. Any prepayment of the Term Loans upon the refinancing, in whole or in part, thereof shall be deemed to be an optional prepayment. (g) Section 2.11(Fees) is hereby amended by inserting the following new paragraph (d) at the end of such section:

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Term Loan Lender severally and not jointly agrees to make available term loans to the Borrowers in Dollars from time to time until time, on any Business Day prior to and including the applicable Final Term Loan Availability Termination Date term loans Funding Date, subject to satisfaction (or waiver by all such Lenders having Term Loan Commitments of the conditions precedent set forth in Dollars (each a "Section 5.01 and in accordance with the procedures in Section 2.15(f), upon written request by the Borrowers; provided, that, in addition, after giving effect to the making of any Term Loan"; collectively , each of the "following conditions is satisfied: (i) after the making of such Term Loans"Loan, the aggregate Term Loan Exposure of all Lenders shall not exceed the Term Loan Amount, (ii) equal to the Term Loan Exposure of any Term Loan Lender shall not exceed such Lender's ’s original Term Loan Commitment, (iii) such Term Loans may be made on no more than three (3) occasions on or prior to the Term Loan Commitment Percentage Expiration Date. Once repaid, whether such repayment is voluntary or required, no portion of the any Term Loans may be reborrowed. Term Loans may be Base Rate Loans or Eurodollar RateSOFR Loans, as further provided herein. Each Term Loan shall be made as part of a request received pursuant to Section 2.15(f) consisting of Term Loans under the Term Loan Facility and of the same Type made by the Term Loan Lenders ratably in accordance with their respective Term Loan Commitments; provided, however, that Term Loans shall be made by Term Loan Lenders ratably in accordance with their respective Term Loan Facility Percentages on the date such Term Loans are made hereunder. The failure of any Term Loan Lender to make any Term Loan required to be made by it shall not relieve any other Term Loan Lender of its obligations hereunder; provided that the Term Loan Commitments of the Term Loan Committed Amount Lenders are several and no Term Loan Lender shall be responsible for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior any other Term Loan Lender’s failure to 11:00 a.m.make Term Loans as required. (Ab) Term Loans will be repaid in consecutive equal quarterly installments of principal, commencing July 1, 2021, with each installment of principal (other than the final installment) in an amount equal to the aggregate principal amount of the Term Loans outstanding on the Business Day Final Term Loan Funding Date (and after giving effect to any Term Loans made on such date) divided by 21, with the 98 first installment payable on such date and each installment thereafter payable on the first day of each fiscal quarter, with the final installment to be in the then remaining aggregate principal balance of the requested borrowing in Term Loans (and including principal, accrued and unpaid interest and other amounts) due on the case earlier of a the Facility Maturity Date or the termination of the Credit Facility. (c) Subject to Section 3.03, each request of Borrower made to the Administrative Agent for Term Loan to Loans shall be made comprised entirely of Base Rate Loans or Eurodollar RateSOFR Loans as a Borrower may request in accordance herewith. Each Lender at its option may make any Base Rate Loan or (B) on Eurodollar RateSOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Term Loan; provided that any exercise of such option shall not affect the third Business Day prior obligation of such Borrower to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a repay such Term Loan in accordance with the amount specified terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 3.01 or 3.04 solely in respect of increased costs resulting from such exercise and existing at the Notice time of Borrowing to such exercise. (d) At the Borrowers specified in the Notice commencement of Borrowing and specifying whether each Interest Period for any Term Loan denominated as Eurodollar RateSOFR Loan, such Term Loan shall be a in an aggregate amount that is an integral multiple of the $5,000,000 and multiples of $1,000,000. At the time that each Base Rate Loan (which Base Rate Loan Borrowing is made, such Borrowing shall be in a an aggregate minimum principal amount of $5,000,000 or whole and multiples of $1,000,000 in excess thereof); provided that Term Loans of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of three (3) Term Loans which Eurodollar Rate BorrowingsSOFR Loans outstanding under the Term Loan Facility. (e) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any Term Loan if the Interest Period requested with respect thereto would end after the Facility Maturity Date. (f) To request a Eurodollar Term Loan Facility Borrowing, the applicable Borrower shall notify the Administrative Agent of such request in writing by delivery of a Term Loan Request (which Eurodollar may be delivered through Administrative Agent’s electronic platform or portal) not less than five (5) Business Days prior to the requested borrowing date. All Term Loan Requests which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise in the exercise of its sole discretion, such Borrowings shall not be made until the completion of) a minimum principal customary authentication process by the Administrative Agent (with results reasonably satisfactory to Administrative Agent) prior to the funding of any such requested Term Loan. Each such Term Loan Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (i) the name of the applicable Borrower; (ii) the aggregate amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify (A) the Lenders in writing of each Notice of Borrowing. Once requested Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by (the principal amount of Term Loans requested may not be less than $50,000,000 in the aggregate) and (B) the aggregate Term Loan Exposure (after giving effect to the requested Term Loans); (iii) the date of such Term Loans are to be made., which shall be a Business Day; (iv) whether such Term Loans are to be a Base Rate Borrowing or a Eurodollar Rate BorrowingSOFR Loan;

Term Loans. Simultaneously with the effectiveness of this Credit Agreement, the principal amount of all outstanding “New 5.5-Year Term Loans” (aas defined in the Existing Credit Agreement) of each of the “New 5.5-Year Term Loan CommitmentsLenders” (as defined in the Existing Credit Agreement) as existing immediately prior to the Closing Date, shall be reallocated among the 2022 Term Loan Lenders so that the 2022 Term Loans are held by the 2022 Term Loan Lenders as set forth on Schedule 2.01 attached hereto. Subject To effect such reallocations each 2022 Term Loan Lender which either was not a “New 5.5-Year Term Loan Lender” under the Existing Credit Agreement immediately prior to the Closing Date or whose 2022 Term Loan upon the effectiveness of this Credit Agreement exceeds its “New 5.5-Year Term Loan” under the Existing Credit Agreement immediately prior to the effectiveness of this Credit Agreement (each a “2022 Term Loan Assignee Lender”) shall be deemed to have purchased such right, title and interest in, and such obligations in respect of, the “New 5.5-Year Term Loans” under the Existing Credit Agreement from the “New 5.5-Year Term Loan Lenders” under the Existing Credit Agreement which will not have a 2022 Term Loan on and as of the Closing Date or whose 2022 Term Loans upon the effectiveness of this Credit Agreement are less than their respective “New 5.5-Year Term Loans” under the Existing Credit Agreement (each a “2022 Term Loan Assignor Lender”), so that the 2022 Term Loans of the 2022 Term Loan Lenders will be held by the 2022 Term Loan Lenders as set forth on Schedule 2.01. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions hereof --------------------- of, an Assignment and in reliance upon Assumption without the representations and warranties set forth herein each Lender severally agrees payment of any related assignment fee, and, except for 2022 Term Loan Notes to make available be provided to the Borrowers from time to time until the applicable 2022 Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Assignor Lenders and 2022 Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing Assignee Lenders in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 their respective 2022 Term Loans, no other documents or whole multiples of $1,000,000 in excess thereof)instruments shall be, a Eurodollar Loan (which Eurodollar Loan or shall be required to be, executed in a minimum connection with such assignments (all of which are hereby waived). The 2022 Term Loan Assignor Lenders, the 2022 Term Loan Assignee Lenders and the other 2022 Term Loan Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct with respect to such reallocations and assignments so that the aggregate outstanding principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once 2022 Term Loans are paid or prepaid, they may not shall be reborrowed. The held by the 2022 Term Loan Committed Amount shall be automatically and permanently reduced by Lenders pro rata in accordance with the amount of the “2022 Term Loans madeLoan Amounts” set forth on Schedule 2.01.

Term Loans. (a) On the Closing Date, each Lender having a Term Loan CommitmentsCommitment as of the Closing Date made Existing Term Loans (as defined in the First Amendment) to the Borrower in the original principal amount of $950,000,000. On the First Amendment Effective Date, each Lender having a Term Loan Commitment as of the First Amendment Effective Date made (or was deemed to have made) Existing Term Loans (as defined in the Fourth Amendment) to the Borrower in the original principal amount of $647,625,000. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein in the Fourth Amendment, on the Fourth Amendment Effective Date, each 2018 Refinancing Term Lender (as defined in the Fourth Amendment) severally agrees to make available (or will bemade (or was deemed to have made) a loan (a “Term Loan”) to the Borrowers from time Borrower in Dollars, on the Fourth Amendment Effective Date in an aggregate principal amount not to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to exceed such Lender's Term Loan Commitment ’s Applicable Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior Facility; provided, however, that after giving effect to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether any such Term Loan shall be a Base Rate Loan Borrowing, (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify i) the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount Total Outstandings of Term Loans made.shalldid not exceed the Term Loan Facility and (ii) the aggregate Outstanding Amount of the Term Loans of any Lender shalldid not exceed such Lender’s Term Loan Commitment. Each Term Loan Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Loan

Term Loans. (a) The proceeds of the Original Tranche A Term Loan Commitments. Subject to Loans and the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees to make Original Tranche B Term Loans, together with other funds available to Company, shall be applied by Company to pay the Borrowers from time Acquisition Financing Requirements. To the extent Company advances to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage DAH proceeds of the Term Loan Committed Amount Loans on the Closing Date to repay the Existing DAH Debt, such advances shall be evidenced by the Intercompany Note Relating to Tranche A Term Loans and Working Capital Loans and /or the Intercompany Note Relating to Tranche B Term Loans, as the case may be, which notes shall be pledged by Company to Administrative Agent pursuant to the Finance Co. Pledge Agreement. To the extent the proceeds of the Original Tranche B Term Loans are not utilized on the Closing Date, the excess proceeds shall be deposited by Company into the Investment Accounts for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day benefit of the requested borrowing Lenders and invested in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount Cash Equivalents specified in the Notice Investment Account Agreement, as directed by Company, until the Merger Date. The proceeds of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such First Additional Tranche B Term Loan Loans shall be a Base Rate Loan (which Base Rate Loan applied by Company to finance directly or indirectly the costs of the PATS Acquisition. The proceeds of the Second Additional Tranche B Term Loans shall be in a minimum principal amount applied by Company to finance directly or indirectly the costs of $5,000,000 the PPI Acquisition. The proceeds of the Additional Tranche A Term Loans and the Tranche D Term Loans shall be applied by Company to finance directly or whole multiples indirectly the costs of $1,000,000 in excess thereofthe Infinity Acquisition (including transaction costs related thereto), a Eurodollar to repay outstanding Acquisition Loans and, at the option of Company, to repay Working Capital Loans (but not to reduce Working Capital Loan (which Eurodollar Loan Commitments). The proceeds of the Additional Tranche D Term Loans shall be in a minimum principal amount applied by the Company to finance directly or indirectly the costs of $5,000,000 or whole multiples of $1,000,000 in excess thereofthe ▇▇▇▇ ▇▇▇▇▇ Acquisition (including transaction costs related thereto), or both. The Agent shall promptly notify to repay outstanding Acquisition Loans (but not to reduce Acquisition Loan Commitments) and, at the Lenders in writing option of each Notice of Borrowing. Once Term the Company, to repay Working Capital Loans are paid or prepaid, they may (but not be reborrowed. The Term to reduce Working Capital Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeCommitments).

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and contained in reliance upon this Agreement, the representations and warranties set forth herein each Lender severally agrees Lenders agree to make available one or more term loans to the Borrowers Borrower from time to time until during the applicable Term Loan Availability Termination Date term loans Commitment Period in Dollars an aggregate amount of Original Principal not to exceed $100,000,000 (each a "Term Loan"; collectively collectively, the "Term Loans"), allocated among the Lenders as set forth in Schedule 1.01(a) equal (collectively, as reduced pursuant to such Section 1.01(d) and subject to adjustment for assignments under Article XII, the "Commitments" and, with respect to each Lender's Term Loan Commitment Percentage allocation of the Loans, its "Commitment"). No Loans repaid may be reborrowed hereunder. (b) The Loans shall be evidenced by the Borrower's Term Loan Committed Amount Notes, substantially in the form attached hereto as Schedule 1.01(b) (together with any additional such Term Notes issued to any assignee(s) of the Loans under Article XII or otherwise issued in substitution therefor or replacement thereof, the "Notes"). Promptly following receipt of a Note on the Closing Date, each Lender agrees to surrender to the Borrower for cancellation the term note issued by Pegasus Media & Communications Finance Corporation to it on the Agreement Effective Date pursuant to the Original Agreement. (c) The Borrower will pay to the Agent, for the purposes hereinafter set forth. The Company ratable account of each Lender, the unpaid principal amount (which includes any capitalized interest with respect thereto) then outstanding under the Notes, without setoff, deduction or counterclaim, on the Maturity Date, when all amounts outstanding under the Notes, including all outstanding principal (which includes any capitalized interest with respect thereto) and accrued interest, fees, expenses and other charges in respect thereof shall give the Agent a Notice of Borrowing be due and payable in full, and shall otherwise pay such amounts prior to 11:00 a.m.the Maturity Date to the extent so required by the terms of this Agreement or the other Loan Documents. (Ad) The Commitments shall terminate and expire at 5:00 p.m. (New York time) on the Business Day Commitment Termination Date unless the conditions to making the initial Loans in Sections 3.01 and 3.02 have been satisfied or waived and the initial borrowing of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) Loans on the third Business Day prior to the requested borrowing Closing Date in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal an aggregate amount of Original Principal of not less than $5,000,000 or whole multiples of $1,000,000 70,000,000 for the purpose described in excess thereof), a Eurodollar Loan (which Eurodollar Loan Section 2.01(a) shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madehave previously occurred.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein of this ---------- Agreement, each Lender with a Term Loan A Commitment or a Term Loan B Commitment, or both, as the case may be, severally agrees agrees, to the extent it has not previously advanced to BREED any portion of its Term Loan A Commitment or Term Loan B Commitment to make available (i) an Advance of the Term Loan A to the Borrowers Agent on the Closing Date in an amount equal to the unfunded portion of its Applicable Commitment Percentage of the Total Term Loan A Commitment and (ii) an Advance of the Term Loan B to the Agent on the Closing Date in an amount equal to the unfunded portion of its Applicable Commitment Percentage of the Total Term Loan B Commitment. The Agent shall use the amounts of Term Loans received by it on the Closing Date to purchase from Original Lenders, without recourse, on behalf of the Lenders making Advances, their pro rata shares of outstanding Term Loans (as defined in the Original Agreement) and shall remit the proceeds of such Loans that are not used for such purpose to BREED for working capital and general corporate purposes. The principal amount of each Segment of the Term Loans outstanding hereunder from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") shall bear interest, at BREED's election, at an interest rate per annum equal to such Lender's Term Loan Commitment Percentage of the Base Rate or the Eurodollar Rate; provided, however, that (x) no Eurodollar Rate Segment shall have an -------- Interest Period that extends beyond the Term Loan Committed Amount for A Maturity Date or the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in Term Loan B Maturity Date, as the case may be, (y) each Eurodollar Rate Segment of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such each Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a the minimum principal amount of $5,000,000 or whole multiples and if greater, in an integral multiple of $1,000,000 in excess thereof)1,000,000, a and (z) each Eurodollar Loan (which Eurodollar Loan shall Rate Segment may, subject to the provisions of Sections 2.4, 2.6 and 2.7 and Article XI, be in a minimum principal repaid ------------ --- --- ---------- only on the last day of the Interest Period with respect thereto. No amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The any Term Loan Committed Amount shall repaid or prepaid by BREED may be automatically reborrowed hereunder, and permanently reduced by the amount no subsequent Advances of Term Loans madeshall be made by any Lender after the initial such Advance.

Term Loans. (a) Each Term Loan Commitments. Subject to Lender, severally and for itself alone, hereby agrees, on the terms and subject to the conditions hereof --------------------- hereinafter set forth and in reliance upon the representations and warranties set forth herein each Lender severally agrees and in the other Loan Documents, to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars a loan (each such loan, a "Term Loan"; collectively " and collectively, the "Term Loans") to Borrower on the Initial Borrowing Date in an aggregate principal amount equal to the Term Commitment of such Term Lender. The Term Loans (i) shall be incurred by Borrower pursuant to a single drawing, which shall be on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of Borrower, be maintained as and/or converted into Base Rate Loans or Eurodollar Loans, provided, that all Term Loans made by the Term Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Initial Borrowing Date that aggregate principal amount which equals the Term Loan Commitment, if any, of such Lender at such time. Each Term Lender's Term Loan Commitment Percentage of shall expire immediately and without further action on the Initial Borrowing Date if the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) Loans are not made on the Business Day of the requested borrowing in the case Initial Borrowing Date. No amount of a Term Loan to which is repaid or prepaid by Borrower may be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madereborrowed hereunder.

Term Loans. (ai) As of the Restatement Date, the aggregate outstanding principal amount of the “Term Loans” (under and as defined in the Existing Credit Agreement) and unpaid accrued interest thereon is set forth on Schedule 2.1 (together with any other accrued and unpaid fees thereon, the “Outstanding Term Loan CommitmentsObligations”). The Outstanding Term Loan Obligations are held by the Existing Lenders in the amounts set forth on Part I of Schedule 2.1. Subject to the terms of this Agreement and in reliance on the representations and warranties of the Borrower herein, each of the parties hereto hereby agrees (A) that (other than any amounts repaid on the Restatement Date) the Outstanding Term Loan Obligations shall be, from and following the Restatement Date, continued and reconstituted as the Term Loans (as defined below) and interest and fees, as applicable, under this Agreement and (B) that concurrently therewith, the Existing Lenders (other than any Existing Lenders that have been repaid in full on or before the Restatement Date) have assigned and hereby direct the Administrative Agent to re-allocate all such preexisting loans (other than any amounts repaid on the Restatement Date) and commitments among themselves and to the Lenders, such that, after giving effect to the transactions contemplated hereby, the Loans and Commitments shall be allocated among the Lenders as set forth in Schedule 1 and Part II of Schedule 2.1, and (C) that the Lenders shall make additional advances in respect of the Term Loans as set forth below. (ii) Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein hereof, each Lender severally agrees to make available to (A) that all of the Borrowers from time to time until the applicable Outstanding Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal Obligations owed to such Lender's , if any, shall remain outstanding and shall be deemed to be continuing Term Loans (subject to the reallocations and adjustments required pursuant to clause (b)(i) above) and (B) to make an additional Term Loan (collectively with the Outstanding Term Loan Obligations, the “Term Loans”) on the Restatement Date to Borrower in an incremental amount equal to the principal amount of its Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by less the amount of its Outstanding Term Loans madeLoan Obligations (if any) as set forth on Schedule 2.1. The obligations of each Lender hereunder shall be several and not joint.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make available make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrowers from time Borrower in an aggregate principal amount not to time until exceed the applicable amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively Commitment”, as such amount may be adjusted or reduced pursuant to the "terms hereof, which Initial Term Loans": 1003003016v2 #895889271003585382v5 8 (i) equal to except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender's Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of BorrowingLender. Once repaid, Initial Term Loans are paid or prepaid, they incurred hereunder may not be reborrowed. The On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Committed Amount Commitment of each Lender shall terminate. (b) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Initial Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Closing Date one or more term loans (each such term loan made on the First Incremental Amendment Closing Date, a “Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be automatically and permanently reduced made by each such Lender in an aggregate principal amount which does not exceed the amount Tranche B Initial Term Loan Commitment of such Lender. Once repaid, Tranche B Initial Term Loans madeincurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Initial Outside Date, all outstanding Tranche B Initial Term Loan Commitments shall automatically terminate if the First Incremental Amendment Closing Date shall not have occurred on or prior to the Tranche B Initial Outside Date. On the First Incremental Amendment Closing Date (after giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Commitment of each Lender shall terminate.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- of this Agreement, a term loan facility in the maximum principal amount of Thirty Million Dollars ($30,000,000) (the “Maximum Term Loan Amount”) is established in favor of Borrowers and in reliance upon the representations each Lender, severally and warranties set forth herein each Lender severally agrees to make available to the Borrowers not jointly, shall, from time to time until time, make available term loan Advances to Borrowers on a non-revolving term basis (each, a “Term Loan” and collectively, the applicable “Term Loans”) to finance Acquisitions (including without limitation the Merger Transactions) and Capital Expenditures, in each case subject to the prior written approval of Lenders as more fully provided for below. Once repaid, a Term Loan may not be reborrowed. Term Loans shall be made available to Borrowers during the period (“Term Loan Availability Termination Period”) which commences on the Closing Date term loans and ends on the third anniversary of the date of this Agreement. (i) On the Closing Date, subject to the satisfaction of the conditions set forth in Dollars Section 8.1, Lenders, severally and not jointly, shall fund a Term Loan Advance (each a "the “Initial Term Loan"; collectively ”) as a Fixed Rate Loan in the "Term Loans") equal to such Lender's Term Loan amount of $30,000,000, with each Lender funding its Commitment Percentage of such Term Loan, to enable ▇▇▇▇▇▇▇ and ▇▇▇ to pay substantially all of the Merger Cash Consideration, the Option Cash Out Payments, and to pay the costs and expenses of the Merger Transactions. (ii) The Lenders shall have no obligation to fund any further Term Loans after the Initial Term Loan Committed is funded, and the unfunded portion of the Maximum Term Loan Amount for remaining after the purposes hereinafter set forthInitial Term Loan is funded shall be a discretionary line of credit only. The Company In the event Borrowers wish to request that any additional Term Loan be funded after the Initial Term Loan (each an “Additional Term Loan”), Borrowing Agent on behalf of Borrowers shall give the written notice to Agent a Notice of Borrowing such request no less than forty-five (45) days prior to 11:00 a.m. (A) on the Business Day date Borrowers wish for such Additional Term Loan to be funded. Such written notice shall be accompanied by a reasonably detailed explanation of the requested borrowing Acquisition or Capital Expenditure to be financed by such Additional Term Loan and in the case of a any Term Loan to requested for an Acquisition, such Acquisition shall be made as a Base Rate Permitted Acquisition. Borrowers shall provide any and all additional information reasonably requested by Agent in connection with any such request for an Additional Term Loan or (B) on the third Business Day prior to the requested borrowing including, in the case of a any Additional Term Loan to requested for a Capital Expenditure, any of the information that would be made as required in connection with a Eurodollar Loan, requesting that the Permitted Acquisition). Lenders make a shall approve each request for an Additional Term Loan in their sole discretion. Upon any final determination by Lenders to approve a request for an Additional Term Loan, Agent shall give notice of such decision to Borrowing Agent and Lenders and request that Borrowing Agent specify in writing (x) a date for the amount specified in funding of such Additional Term Loan, which date may not be earlier than three (3) Business Days following the Notice date Agent notifies Borrowing Agent of Borrowing to the Borrowers specified in approval of the Notice of Borrowing Additional Term Loan and specifying (y) whether such Term Loan shall be initially funded as a Base Domestic Rate Loan, a LIBOR Rate Loan or a Fixed Rate Loan (which Base and, in the event Borrowing Agent shall elect a LIBOR Rate Loan, Borrowing Agent shall also comply with the notification requirements set forth in Sections 2.2(b) above). On the funding date specified by Borrowing Agent, subject to the satisfaction of the conditions set forth in Section 8.2 hereof, all Lenders, severally and not jointly, shall fund each approved Additional Term Loan, with each Lender funding its Commitment Percentage of such Additional Term Loan. Each Term Loan shall be evidenced by one or more secured promissory notes (collectively, the “Term Notes”) issued to each Lender in a minimum principal substantially the form attached hereto as Exhibit 2.4, each in the amount of $5,000,000 each respective Lender’s Commitment Percentage of the aggregate amount of such Term Loan. (iii) Each Term Loan may be funded in its entirety as a Domestic Rate Loan, LIBOR Rate Loan or whole multiples Fixed Rate Loan as Borrowing Agent may request. Borrowing Agent may request that a Term Loan be established as a Fixed Rate Loan by an election therefor made in connection with the initial funding of $1,000,000 such Term Loan as specified in excess thereof)Section 2.4(a)(ii) above; any such Term Loan shall remain a Fixed Rate Loan at all times until paid in full and if Borrowing Agent shall fail to make such an election for a Fixed Rate Loan in connection with the initial funding of any Term Loan, Borrowers shall have no further right or option to convert such Term Loan to a Eurodollar Fixed Rate Loan. Borrowing Agent may request that any Additional Term Loan (which Eurodollar be funded as a LIBOR Rate Loan by giving notice of such request in accordance with the notification requirements of Section 2.2(b) above at the time it specifies the funding date for such Additional Term Loan, otherwise, such Additional Term Loan shall be funded as a Domestic Rate Loan. In the event that after the initial funding of any Term Loan that is not a Fixed Rate Loan, Borrowers desire to extend or to convert (as applicable) such Term Loan as or to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in a minimum Section 2.2(d). The provisions of Sections 2.2(b) through (g) shall apply to all Term Loans that are LIBOR Rate Loans. (b) Each Term Loan shall be payable in monthly installments of principal and interest, each of which shall be due and payable on the first day of each month beginning with the first day of the first full month after the date of the funding of such Term Loan and continuing on the first day of each month thereafter (each such payment as to each such Term Loan, an “Amortization Payment”), provided that, the entire principal balance of each Term Loan, along with all accrued and unpaid interest, fees, costs and expenses related thereto, shall be due and payable upon the applicable Term Loan Maturity Date for such Term Loan, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement by Borrowers pursuant to Section 13.1. The initial amount of $5,000,000 the Amortization Payment for each Term Loan shall be determined upon the funding thereof, based on a “mortgage style” amortization schedule of equal payments of principal and interest over one hundred twenty (120) months using the initial funded amount of the Term Loan and the initial Term Loan Rate applicable thereto as of the date of the funding thereof, provided that, in the case of each Term Loan that is a Variable Rate Loan, notwithstanding anything to the contrary contained in the foregoing or whole multiples in any other provision of $1,000,000 this Agreement or any other Loan Document, upon each change in excess thereofthe applicable Term Loan Rate for such Variable Rate Loan (whether by reason of a change in the Applicable Margin, the Base Rate and/or the LIBOR Rate applicable to such Term Loan, by reason of a conversion of any Term Loan from a Domestic Rate Loan to a LIBOR Rate Loan or vice versa, by reason of continuation of any Term Loan as a LIBOR Rate Loan for a new Interest Period or otherwise), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of the monthly Amortization Payment for such Term Loan shall be recalculated and adjusted effective as of the date of such change in the applicable Term Loan Rate as necessary to maintain an amortization schedule for such Term Loan consisting of equal payments of principal and interest resulting in payment in full of such Term Loan one hundred twenty (120) months after the funding of such Term Loan as otherwise required under this Section 2.4(b). As a convenience to the Borrowers, Agent shall use its best efforts to issue one or more payment notice(s) to Borrowers for the Term Loans madeprior to the end of each month stating the anticipated Amortization Amount for each Term Loan as in effect on the date of such notice(s) that is expected to be due and payable with respect to such Term Loan on the first day of the following month; provided that, in the event that the Amortization Amount for any Term Loan shall be recalculated and adjusted pursuant to this Section 2.4(b) after the date of such notice but prior to the date the next payment of the Amortization Amount is due, the amount of the Amortization Payment due and payable with respect to such Term Loan on the next payment date shall be such recalculated and adjusted amount (and further provided that, in any such case where the recalculated and adjusted Amortization Amount exceeds the Amortization Amount reflected on the applicable monthly payment notice, Agent may, in the exercise of its Permitted Discretion, elect to defer payment of the amount of the excess until the next succeeding monthly payment date).

Term Loans. (ai) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- of this Agreement, the Lenders agree, severally and in reliance upon the representations and warranties set forth herein each Lender severally agrees not jointly, to make available a term loan to Borrower on the Borrowers from time Effective Date in an aggregate principal amount of up to time until the applicable Term Loan Availability Termination Date term loans in Forty Million Dollars ($40,000,000.00) according to each a "Term Loan"; collectively the "Term Loans") equal to such Lender's ’s Term Loan Commitment Percentage as set forth on Schedule 1.1 hereto (the “Term A Loan”). After repayment, the Term A Loan may not be re-borrowed. (ii) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make a term loan to Borrower during the Term B Draw Period in an aggregate principal amount of up to an amount equal to Seventeen Million Five Hundred Thousand Dollars ($17,500,000.00), according to each Lender’s Term Loan Commitment as set forth on Schedule 1.1 hereto (the “Term B Loan”). After repayment, the Term B Loan may not be re-borrowed. From and after the date on which the Term B Milestone is achieved, and until the two (2) week anniversary thereof, Borrower may elect to terminate each Lender’s Term Loan Commitment in respect of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m.B Loan. (Aiii) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior Subject to the requested borrowing in the case terms and conditions of a Term Loan to be made as a Eurodollar Loanthis Agreement, requesting that the Lenders agree, severally and not jointly, to make a term loan to Borrower during the Term Loan C Draw Period in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum an aggregate principal amount of up to Seventeen Million Five Hundred Thousand Dollars ($5,000,000 or whole multiples of $1,000,000 in excess thereof17,500,000.00) according to each Lender’s Term Loan Commitment as set forth on Schedule 1.1 hereto (the “Term C Loan;” each Term A Loan, Term B Loan and Term C Loan is referred to singly as a “Term Loan” and the Term A Loan, Term B Loan and Term C Loan are referred to collectively as the “Term Loans”). After repayment, a Eurodollar the Term C Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowedre-borrowed. The From and after the date on which the Term C Milestone is achieved, and until the two (2) week anniversary thereof, Borrower may elect to terminate each Lender’s Term Loan Committed Amount shall be automatically and permanently reduced by Commitment in respect of the amount of Term Loans madeC Loan.

Term Loans. (a) The Initial Term Loan Commitments. Loan. (i) Subject to the terms and conditions hereof --------------------- of this Agreement, and in reliance upon the representations and warranties set forth of the Loan Parties contained herein and therein, each Lender with an Initial Term Loan Commitment (severally, and not jointly or jointly and severally with any other Lender) agrees to make available to the Borrowers from time to time until the applicable an Initial Term Loan Availability Termination to Borrowers on the Closing Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") aggregate principal amount equal to such Lender's ’s Initial Term Loan Commitment Percentage Commitment. Amounts borrowed under this Section 2.1(a)(i) are referred to as “Initial Term Loans”. (ii) By executing and delivering this Agreement, each Lender and the Borrowers agree, and the Agent acknowledges, (i) that Initial Term Loans shall be deemed to have been made by such Lender, and Obligations in respect thereof incurred by the Borrowers, on the Closing Date concurrently with, and automatically upon, satisfaction of the conditions precedent set forth in Section 3.1, (ii) no Lender shall be responsible for the failure of any other Lender to make any Initial Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior required to 11:00 a.m. be made hereunder by such other Lender and (Aiii) on the Business Day of the requested borrowing in the case of a such Lender’s agreement to make an Initial Term Loan to the Borrowers as provided in Section 2.1(a) shall be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a deemed satisfied, and its Initial Term Loan to be made as a Eurodollar LoanCommitments shall expire, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing immediately and specifying whether automatically upon such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Lender’s Initial Term Loans being deemed funded in accordance with the foregoing. (iii) Amounts borrowed as Initial Term Loans that are paid repaid or prepaidprepaid (whether any such payment is voluntary, they scheduled or mandatory) may not be reborrowed. (iv) The Borrowers and the Lenders each agree (a) that the Initial Term Loans shall be treated as debt for United States federal income tax purposes and (b) to adhere to this Section 2.1(a)(iv) for U.S. federal income tax purposes and not to take any action or file any tax return, report or declaration inconsistent with the foregoing. EACH INITIAL TERM LOAN IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE CODE., AND EACH LENDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, AND YIELD TO MATURITY OF THE INITIAL TERM LOANS HELD BY IT BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE CHIEF FINANCIAL OFFICER OF THE ADMINISTRATIVE BORROWER IN ACCORDANCE WITH SECTION 11. The Term Loan Committed Amount shall be automatically and permanently reduced inclusion of this Section 2.1(a)(iv) is not an admission by the amount of Term Loans madeany Lender that it is subject to U.S. taxation.

Term Loans. (a) Term Loan Commitments. Subject The Borrower may, upon at least two Business Days' prior notice to the terms Administrative Agent stating the proposed date and conditions hereof --------------------- and aggregate principal amount of the prepayment, prepay the outstanding principal amount of the Term Loans of any Tranche, in reliance upon the representations and warranties set forth herein each Lender severally agrees to make available whole or in part, together with accrued interest to the Borrowers from time date of such prepayment on the principal amount prepaid; PROVIDED, HOWEVER, that (i) if any such prepayment is a prepayment of any Eurodollar Rate Loan made by or on behalf of the Borrower other than on the last day of an Interest Period for such Loan, the Borrower shall also pay any amounts owing pursuant to time until SECTION 2.14(e) (BREAKAGE COSTS), (ii) each such prepayment that is a partial prepayment shall be in an aggregate amount that is an integral multiple of $1,000,000, (iii) no such prepayment shall be a prepayment of the applicable Term Loan Availability Termination Date term loans Tranche C Loans made prior to the payment in Dollars full of the First-Priority Obligations, (each iv) if any such prepayment is a "Term Loan"; collectively prepayment of the "Term Tranche C Loans") , the Borrower shall also pay to the Administrative Agent, for the benefit of the Tranche C Lenders ratably, an amount equal to such Lender's Term Loan Commitment the Prepayment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples the Tranche C Loans so repaid and (v) any such partial prepayment that is a prepayment of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan the Term Loans of any Tranche shall be in a minimum applied to first to reduce the next four remaining installments of such outstanding principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaidof such Tranche in the order of their maturity and then to reduce the remaining installments thereof ratably. Upon the giving of such notice of prepayment, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the principal amount of the Term Loans madespecified to be prepaid shall become due and payable on the date specified for such prepayment.

Term Loans. (a) On the Closing Date, pursuant to each Lender's Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein Commitment, each Lender severally agrees shall fund its Proportionate Share of a term loan to make available to Smit▇ ▇▇▇ironmental in the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in original principal amount of One Million Eight Hundred Thousand Dollars ($1,800,000), a term loan to BCM in the original principal amount of One Million Eight Hundred Thousand Dollars ($1,800,000) and a term loan to Riedel in the original principal amount of Two Million Nine Hundred Thousand Dollars ($2,900,000) (each such term loan a "Term Loan"; " and collectively the "Term Loans"). Principal payable on account of each Term Loan shall be payable in successive monthly installments (i) payable on the last day of each month, the first of which installments shall be due and payable on the last day of the month immediately following the 30th day after the Closing Date and (ii) the first forty-seven (47) of which installments shall be based on an amortization schedule consisting of forty-eight (48) equal and level payments, the last installment of which shall be in an amount equal to such Lender's the then unpaid principal balance thereof, provided, however, that the entire unpaid principal balance of each Term Loan Commitment Percentage shall be due and payable in full upon the earliest to occur of (A) the date which coincides with the fourth anniversary of the Closing Date (the "Term Loan Maturity Date"), (B) the date upon which the Borrowers shall have elected to terminate this Agreement, pursuant to paragraph 17 hereof and (C) the date upon which the Liabilities shall have been accelerated pursuant to paragraph 17 hereof. (b) The Borrowers shall make mandatory prepayments of the unpaid principal balance of the Term Loan Committed Loans no later than the date (the "Mandatory Prepayment Date") which is 120 days after the end of each of Smit▇ ▇▇▇ironmental's fiscal years, each such prepayment (i) to be in an amount equal to fifty percent (50%) of Smit▇ ▇▇▇ironmental's Excess Cash Flow, on a consolidated basis, as at the end of and for such fiscal year, as calculated in accordance with and as set forth in Smit▇ ▇▇▇ironmental's certified financial statements for such year (such amount, the "Recapture Amount") and (ii) to be applied pro rata against the scheduled installments of principal of the Term Loans, in the inverse order thereof, provided, however that prepayment of the entire Recapture Amount shall not be required if as a result thereof (i) an Event of Default would occur or (ii) the combined Excess Availability of the Borrowers, when averaged with the combined average Excess Availability of the Borrowers for the purposes hereinafter set forthpreceding period of twenty-nine (29) consecutive days, would be less than $1,000,000. The Company In either such event, the Borrowers shall give be required to make a mandatory prepayment of the Agent a Notice unpaid principal balance of Borrowing prior the Term Loans (to 11:00 a.m. be applied as hereinabove described) (A) on the Business Day Mandatory Prepayment Date, in an amount equal to only that portion of the requested borrowing Recapture Amount as would not cause either of the events described in clauses (i) and (ii) of the case of a Term Loan preceding sentence to be made as a Base Rate Loan or occur and (B) on the third first Business Day prior of each fiscal month after the Mandatory Prepayment Date, in an amount equal to only that portion of the requested borrowing Recapture Amount as would not cause either of the events described in clauses (i) and (ii) of the case of a Term Loan preceding sentence to be made occur, until such time as a Eurodollar Loanthe entire Recapture Amount shall have been paid in full by the Borrowers. (c) If any Borrower, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 any other Account Owner or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)BCM-Parent sells any Equipment, or both. The Agent any real property subject to a Mortgage, Smit▇ ▇▇▇ironmental shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans made.cause such

Term Loans. (ai) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees to and in the Ancillary Agreements, Laurus shall make available to a term loan (the Borrowers from time to time until the applicable Term Loan Availability Termination “Closing Date term loans in Dollars (each a "Term Loan"; collectively ”) to Company and the "Term Loans") Eligible Subsidiaries in an aggregate amount equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth$6,000,000. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Closing Date Term Loan shall be a Base Rate advanced on the Closing Date and shall be, with respect to principal, payable in consecutive monthly installments of principal commencing on July 1, 2005 and on the first day of each month thereafter. The first twenty-eight principal installments shall each be in the amount of $206,896 and the twenty-ninth and final installment shall be in an amount equal to the unpaid principal balance of the Closing Date Term Loan (which Base Rate plus all accrued and unpaid interest thereon. The Closing Date Term Loan shall be payable in full on the Closing Date Term Loan Maturity Date, together with all accrued and unpaid interest thereon and all other amounts due and owing with respect thereto subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement. The Closing Date Term Loan shall be evidenced by the Closing Date Secured Convertible Term Note. (ii) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a minimum term loan (the “Second Term Loan”) to Company and the Eligible Subsidiaries in an aggregate amount equal to $1,900,000. The Second Term Loan shall be advanced on February 28, 2005 and shall be, with respect to principal, payable in consecutive monthly installments of principal commencing on July 1, 2005 and on the first day of each month thereafter. The first twenty-eight principal installments shall each be in the amount of $5,000,000 or whole multiples 65,517 and the twenty-ninth and final installment shall be in an amount equal to the unpaid principal balance of $1,000,000 in excess thereof), a Eurodollar the Second Term Loan (which Eurodollar plus all accrued and unpaid interest thereon. The Second Term Loan shall be payable in a minimum principal amount full on the Second Term Loan Maturity Date, together with all accrued and unpaid interest thereon and all other amounts due and owing with respect thereto subject to acceleration upon the occurrence of $5,000,000 an Event of Default or whole multiples termination of $1,000,000 in excess thereof), or boththis Agreement. The Agent Second Term Loan shall promptly notify be evidenced by the Lenders Second Secured Convertible Term Note. (iii) Subject to the terms and conditions set forth herein and in writing the Ancillary Agreements, Laurus shall make a term loan (the “Third Term Loan”) to Company and the Eligible Subsidiaries in an aggregate amount equal to $4,640,000. The Third Term Loan shall be advanced on January 6, 2006 and shall be payable in full together with all accrued and unpaid interest thereon and all other amounts due and owing with respect thereto, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement, upon the earlier of (A) July 6, 2006 and (B) the consummation of any offering of T▇▇▇▇▇ Equipment’s Common Stock to a Person other than Laurus (the “Third Term Loan Maturity Date”). The Third Term Loan shall be evidenced by the Third Term Note. (iv) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (the “Fourth Term Loan”) to Company and the Eligible Subsidiaries in an aggregate amount equal to $8,500,000. The Fourth Term Loan shall be advanced on May 12, 2006 and shall be, with respect to principal, payable in consecutive monthly installments of principal in the amounts set forth in the Fourth Term Note commencing on September 1, 2006 and on the first day of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowedmonth thereafter. The Fourth Term Loan Committed Amount shall be automatically payable in full on the Fourth Term Loan Maturity Date, together with all accrued and permanently reduced unpaid interest thereon and all other amounts due and owing with respect thereto subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement. The Fourth Term Loan shall be evidenced by the Fourth Term Note. (v) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (the “Fifth Term Loan”) to Company and the Eligible Subsidiaries in an aggregate amount equal to $1,500,000. The Fifth Term Loan shall be advanced on January 17, 2007 and shall be payable in full on the Fifth Term Loan Maturity Date, together with all accrued and unpaid interest thereon and all other amounts due and owing with respect thereto, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement. The Fifth Term Loans madeLoan shall be evidenced by the Fifth Term Note.” (vi) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (the “Sixth Term Loan” and together with the Closing Date Term Loan, the Second Term Loan, the Third Term Loan, the Fourth Term Loan and the Fifth Term Loan, each a “Term Loan” and collectively the “Term Loans”) to Company and the Eligible Subsidiaries in an aggregate amount equal to $6,000,000. The Sixth Term Loan shall be advanced on May ___, 2007 and shall be payable in full on the Sixth Term Loan Maturity Date, together with all accrued and unpaid interest thereon and all other amounts due and owing with respect thereto, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement. The Sixth Term Loan shall be evidenced by the Sixth Term Notes.”

Term Loans. (a) Subject to the terms and conditions of this Agreement, during the term of this Agreement each Lender with a Term Loan CommitmentsA Commitment agrees (severally, not jointly or jointly and severally) to make term loans (collectively, the "Term Loan A") to Borrower in an amount not to exceed during any calendar year such Lender's Pro Rata Share of the Term Loan A Amount. The Term Loan A shall be available from July 1 through December 31 of each calendar year, and any outstanding Obligations under the Term Loan A at the end of each calendar year shall be repaid in full in a single payment due on December 31 of such year. Subject to the terms and conditions hereof --------------------- of this Agreement, and provided that all Obligations under the Term Loan A from the prior calendar year were repaid in reliance upon accordance with the representations and warranties set forth herein preceding sentence, each Lender severally with a Term Loan A Commitment agrees (severally, not jointly or jointly and severally) to make Term Loan A available to Borrower for readvance between July 1 and December 31 of each subsequent calendar year until the Borrowers from time Maturity Date in an amount not to time until exceed such Lender's Pro Rata Share of the applicable Term Loan Availability Termination Date A Amount. The Term Loan A Commitment shall not be available between January 1 and June 30 of any calendar year. Subject to the foregoing, the outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan A shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan A shall constitute Obligations. (b) Subject to the terms and conditions of this Agreement, on the Closing Date, each Lender with a Term Loan B Commitment agrees (severally, not jointly or jointly and severally) to make term loans in Dollars (each a "Term Loan"; collectively collectively, the "Term LoansLoan B") to Borrower in an amount equal to such Lender's Term Loan Commitment Percentage Pro Rata Share of the Term Loan Committed Amount for B Amount. Subject to Sections 2.4(b)(vi), 2.4(c) and 2.4(d), Borrower may, at any time, prepay all or a portion of the purposes hereinafter set forthTerm Loan B without penalty or premium. The Company outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan B shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) be due and payable on the Business Day earlier of (i) the requested borrowing in Maturity Date, and (ii) the case date of a termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan B shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeconstitute Obligations.

Term Loans. (a) Term Loan Commitments. Subject On the Closing Date, each Bank shall make a term loan to the terms Borrower in the amount of its Ratable Share of $125,000,000 (collectively, the "Term Loans"). Simultaneously with the making of the Term Loans, the Borrower shall repay the principal of all of the outstanding Line of Credit Notes under the Credit Agreement and conditions hereof --------------------- all accrued and unpaid interest thereon. The Term Loans will be evidenced by separate promissory notes of Borrower, in reliance upon the representations and warranties set forth herein each Lender severally agrees form of Exhibit 2.10 to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars this Agreement (each a "Term Loan"; Note" and collectively the "Term LoansNotes") equal ), to be executed and delivered by Borrower to each of the Banks, in the principal amount of each such LenderBank's Term Loan Commitment Percentage commitment as set forth on the signature page(s) to this Agreement. The Term Loans shall have a term of five (5) years, with interest only payable quarterly for the first six (6) months. Thereafter, regular payments of principal, based upon a ten-year amortization of principal (i.e. $3,289,473.68 per quarter), and interest shall be payable on the last day of each Interest Period. The Term Loans shall bear interest as follows: (a) whenever the ratio of Funded Debt to EBITDA is 1.10 or less, the interest rate shall be the 3 month LIBOR, plus 110 basis points; (b) whenever the ratio of Funded Debt to EBITDA is greater than 1.10 but less than 2.25, the interest rate shall be the 3 month LIBOR, plus 120 basis points; and (c) whenever the ratio of Funded Debt to EBITDA is 2.25 or more, the interest rate shall be the 3 month LIBOR, plus 130 basis points. From the Closing Date until the ratio is recalculated, the interest rate shall be the 3 month LIBOR, plus 120 basis points. Such ratio shall be recalculated as of the end of each fiscal quarter of the Borrower hereafter based upon the information set forth in the Borrower's quarterly compliance certificates and the Term Loan Committed Amount Notes shall bear interest at the respective Effective Rate thus determined effective as of the first day of the current fiscal quarter, provided, however, that if Borrower fails to timely deliver any compliance certificate to Agent, the interest rate shall be the 3 month LIBOR, plus 130 basis points effective as of the first day of the current fiscal quarter until two (2) Business Days after the Agent has received such compliance certificate. For any date that the Agent is unable to determine LIBOR and for any period after the last day of the last Interest Period for the purposes hereinafter set forthTerm Loans, the Term Loans shall bear interest at the Prime Rate. The Company shall give the Agent a Notice of Borrowing prior Term Loans may be prepaid in whole or in part at any time and from time to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan time, without premium or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loanpenalty, requesting provided, however, that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan any partial prepayments shall be in a minimum aggregate principal amount amounts of not less than $5,000,000 or whole and integral multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan and shall be applied to the installments due under the Term Notes in a minimum principal amount the reverse order of $5,000,000 or whole multiples of $1,000,000 in excess thereof)their maturities, or both. The Agent shall promptly notify and provided, further, that simultaneously with making such prepayment the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by Borrower will pay the amount of Term Loans madeBanks any applicable Yield Maintenance Payment.

Term Loans. (a) Term The Lender and the Borrower agree that the outstanding principal amount of the Existing Loan CommitmentsAgreement is $19,653,000 and interest thereon accrued to the Closing Date is $235,551 (collectively, the “Existing Loan Obligations”). Subject to the terms and conditions hereof --------------------- of this Agreement and in reliance upon on the representations and warranties of the Borrower herein, each of the parties hereto hereby agree that (i) upon the Closing Date, the Existing Loan Agreement shall be terminated, provided, however, the Liens created thereunder shall continue under the Security Agreement, (ii) the Existing Loan Obligations shall be, from and following the Closing Date, continued and reconstituted as the Term Loans (as described below) and interest and fees, as applicable, under this Agreement, and (iii) the Lender shall make additional Term Loans as set forth herein each Lender severally agrees to below. (b) The Lender, on the terms and conditions set forth in this Agreement, will make available Term Loans to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans Borrower in U.S. Dollars as follows: (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (Ai) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior before January 6, 2023, and subject to the requested borrowing conditions set forth in the case of Section 3.1, a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan Credit Extension in cash in the amount specified of $15,000,000, which, together with the Existing Loan Obligations, shall be deemed to be the initial Credit Extension (the “Initial Credit Extension”); (ii) on or after July 1, 2023, after ▇▇▇▇▇▇’s receipt of the Borrowing Notice in accordance with Section 2.5 and subject to the conditions set forth in Section 3.2, a second Credit Extension in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 (the “Second Credit Extension”); and (iii) on or whole multiples after the Lender’s receipt of $1,000,000 satisfactory evidence that the Second FIH Study Milestone has occurred and receipt of the Borrowing Notice in excess thereof)accordance with Section 2.5, a Eurodollar Loan (which Eurodollar Loan shall be and subject to the conditions set forth in a minimum principal Section 3.2, an additional Credit Extension in the amount of $5,000,000 or whole multiples 10,000,000 (the “Milestone Credit Extension”); provided, that the aggregate amount of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid advanced shall not exceed the Commitment and no Term Loan is required to be made following end of the Commitment Period. Any amount borrowed under this Section 2.1 and subsequently repaid or prepaid, they prepaid may not be reborrowedre-borrowed. Subject to Section 2.4, all amounts owed hereunder with respect to the Term Loans shall be Paid in Full no later than the Facility Termination Date. The Term Loan Committed Amount Lender’s Commitment shall be (x) automatically and permanently be reduced by the amount of each Term Loans madeLoan made hereunder, and (y) terminate immediately and without further action by any Person on the Commitment Termination Date.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein in this Agreement, each Lender Bank severally agrees on the Effective Date to make available renew, modify and extend the loans made by it to the Borrowers from time Borrower pursuant to time until the applicable Term Existing Loan Availability Termination Date Agreement and to convert such loans to principal outstanding under a term loans in Dollars loan hereunder (each a "Term Loan"; ). The Term Loans converted and extended pursuant hereto by each Bank shall not exceed in aggregate principal amount outstanding the amount set forth opposite such Bank's name on Schedule 2.01 under the caption "Term Loan Commitment" (its "Term Loan Commitment" and collectively for all Banks, the "Term LoansLoan Commitments") equal to ). Any portion of each such LenderBank's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) not utilized on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan Effective Date shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or bothpermanently canceled. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Any Term Loans that are paid repaid or prepaid, they prepaid may not be reborrowed. The conversion of the indebtedness due to each Bank with respect to loans made to the Borrower pursuant to the Existing Loan Agreement into the Term Loan Committed Amount Loans under the terms of this Agreement, shall be automatically not effect a novation of, but shall be, to the fullest extent applicable, in modification, renewal, extension, rearrangement and permanently reduced replacement of, the loans made by the amount of Banks to the Borrower pursuant to the Existing Loan Agreement. (b) Borrower shall repay the Term Loans madeof each Bank in fourteen consecutive quarterly installments, payable on the last Business Day of each June, September, December, and March (each a "Principal Payment Date"), commencing on September 30, 2001, in amounts equal to such Bank's Pro Rata Share of the respective amounts set forth opposite the relevant Principal Payment Date set forth below.

Term Loans. (ai) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- of this Agreement, the Lenders agree, severally and in reliance upon the representations and warranties set forth herein each Lender severally agrees not jointly, to make available a term loan to Borrower on the Borrowers from time Effective Date in an aggregate principal amount of up to time until the applicable Term Loan Availability Termination Date term loans in Fifteen Million Dollars ($15,000,000.00) according to each a "Term Loan"; collectively the "Term Loans") equal to such Lender's ’s Term Loan Commitment Percentage as set forth on Schedule 1.1 hereto (provided, however, Borrower may draw such term loan in two tranches with the amount of each tranche being a whole number multiple of Five Hundred Thousand Dollars and the first tranche being in the amount of at least Seven Million Five Hundred Thousand Dollars ($7,500,000), with the first tranche to be available on the Effective Date and second to be available during the Term A Draw Period) (such term loans are hereinafter referred to singly and collectively, jointly and severally as the “Term A Loan”). After repayment, the Term A Loan may not be re-borrowed. (ii) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make a term loan to Borrower during the Term B Draw Period in an aggregate principal amount of up to (A) Thirty Million Dollars ($30,000,000.00) minus (ii) the aggregate amount of Term A Loan funded prior to the funding of the Term B Loan, according to each Lender’s Term Loan Committed Amount for Commitment as set forth on Schedule 1.1 hereto (the purposes hereinafter set forth“Term B Loan”). The Company shall give After repayment, the Agent a Notice of Borrowing prior to 11:00 a.m.Term B Loan may not be re-borrowed. (Aiii) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior Subject to the requested borrowing in the case terms and conditions of a Term Loan to be made as a Eurodollar Loanthis Agreement, requesting that the Lenders agree, severally and not jointly, to make a term loan to Borrower during the Term Loan C Draw Period in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum an aggregate principal amount of up to Twenty Million Dollars ($5,000,000 or whole multiples of $1,000,000 in excess thereof20,000,000.00) according to each Lender’s Term Loan Commitment as set forth on Schedule 1.1 hereto (the “Term C Loan;” each Term A Loan, Term B Loan and Term C Loan is referred to singly as a “Term Loan” and the Term A Loan, Term B Loan and Term C Loan are referred to collectively as the “Term Loans”). After repayment, a Eurodollar the Term C Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madere-borrowed.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein (including Section 10.14), each Lender severally agrees to make available a single advance to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars Borrower (each a "Term Loan"; collectively the herein called such Lender's "Term Loans") equal on the Closing Date in the amount of such Lender's Term Commitment set forth on the Lender Schedule, provided that the aggregate amount of all Term Loans does not exceed the total Term Commitment. Term Loans shall consist of Base Rate Loans or Eurodollar Loans, or a combination thereof as Borrower may request in writing as provided in Section 2.2 or as otherwise provided in Section 2.3; provided that Borrower may have no more than five (5) Borrowings of Eurodollar Loans that are Term Loans outstanding at any time. The obligation of Borrower to repay to each Lender the amount of the Term Loan made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Lender's "Term Note") made by Borrower payable to the order of such Lender in the form of Exhibit A-2 with appropriate insertions. The amount of principal owing on any Lender's Term Note at any given time shall be the amount of such Lender's Term Loan Commitment Percentage SECOND AMENDED AND RESTATED CREDIT AGREEMENT minus all payments of principal theretofore received by such Lender on such Term Note. Interest on each Term Note shall accrue and be due and payable as provided herein and therein. Each Term Note shall be due and payable as provided herein and therein, and shall be due and payable in full on the Maturity Date. No portion of any Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they has been repaid may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans made.

Term Loans. (a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans made by the applicable Lenders ratably in accordance with their applicable Commitments. Subject to ; provided that the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each failure of any Lender severally agrees to make available to the Borrowers from time to time until the applicable its Term Loan Availability Termination Date term loans shall not in Dollars itself relieve any other Lender of its obligation to lend hereunder (each a "it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Term Loan"; collectively Loan required to be made by such other Lender). The (x) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the "Term Loans"Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments and (y) Eurodollar Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than the Minimum Borrowing Amount or (ii) equal to the remaining available balance of the applicable Commitments. (b) Subject to Sections 2.11 and 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender's Lender to make such Term Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan Commitment Percentage in accordance with the terms of the Term Loan Committed Amount for the purposes hereinafter set forththis Agreement. The Company More than one Borrowing may be incurred on any day, but at no time shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing there be outstanding more than, in the case of a Term Loans maintained as Eurodollar Loans, ten (10) Borrowings of such Term Loans in the aggregate, plus up to three (3) additional Borrowings in respect of each Incremental Facility (plus such greater number as may be reasonably acceptable to the Administrative Agent). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. (c) Except with respect to Term Loans made on the Closing Date, each Lender shall make each Term Loan to be made as a Base Rate Loan or (B) by it hereunder on the third Business Day proposed date thereof by wire transfer of immediately available funds to such account as the Administrative Agent may designate not later than 1:00 p.m. New York City time, and following receipt of all funds expected to be received, the Administrative Agent shall promptly credit the amounts so received to an account as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the requested borrowing date (in the case of any Eurodollar Borrowing), and at least two hours prior to the time (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with clause (c) above, and the Administrative Agent may, in its sole discretion, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Term Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Term Loan as part of such Borrowing for the purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease. (e) Notwithstanding any other provision of this Agreement, the Borrower shall not be made as a Eurodollar Loanentitled elect to convert or continue, requesting that any Borrowing if the Lenders make a Interest Period requested with respect thereto would end after the Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeMaturity Date.

Term Loans. (a) Term Loan Commitments. Subject At any time during the Term, provided no Event of Default has occurred and is continuing or would exist therefrom, and subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees in clause (d) below, upon notice to make available to the Borrowers Agent, Borrower may, from time to time until the applicable Term Loan Availability Termination Date time, request one or more term loans (the “Incremental Term Commitment,” and together with the Incremental Revolving Commitment, collectively, the “Incremental Commitments”); provided that, in Dollars no event shall the aggregate amount of Incremental Term Commitment exceed the sum of (x) in respect this clause (x), $100,000,000 minus the issued commitments of the Lenders for the Incremental Commitments, plus (y) an unlimited amount, so long as on a pro forma basis immediately after giving effect to the the incurrence of such Indebtedness pursuant to any Incremental Commitment and, in each a "case, assuming that the amount of Incremental Commitments are fully drawn, the Secured Net Leverage Ratio as of the most recently ended Calculation Period does not exceed 2.50 to 1.00. The terms and conditions, including, without limitation, the fees, pricing, premiums, and optional and mandatory prepayment provisions, of any such Incremental Term Loan"; collectively Commitments shall be mutually satisfactory to the "Lenders extending the Incremental Term Loans"Commitments and Borrower. The maturity date of any Incremental Term Commitments shall be the same as the Termination Date, and the amoritization schedule of the Incremental Term Commitments shall be mutually satisfactory to the Lenders extending the Incremental Term Commitments and Borrower and approved by Agent in its reasonable discretion. Any Incremental Term Commitment shall be in the amount of at least $5,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.4(a)(ii)) equal and integral multiples of $5,000,000 in excess thereof (or such lower amount that represents all remaining availability pursuant to this Section 2.4(a)(ii)). With respect to any Incremental Commitment, in each case, assuming (A) the Indebtedness being incurred pursuant to such Lender's Term Loan Incremental Commitment Percentage would be included in the definition of Consolidated Funded Debt, whether or not such Indebtedness would otherwise be included, as of such date actually incurred, (B) any Incremental Commitments are fully drawn, and (C) the Term Loan Committed Amount proceeds held as cash or Cash Equivalents thereof or of other Indebtedness incurred substantially concurrently therewith are not netted for the purposes hereinafter set forthof calculating the the Secured Net Leverage Ratio and the Total Net Leverage Ratio. (b) Lender Election to Increase; Prospective Lenders. The Company . At the time of sending such request, Borrower (in consultation with the Agent) shall give specify the time period (such period, the “Election Period”) within which each Lender is requested to respond (which Election Period shall in no event be less than ten (10) days from the date of delivery of such request to the Lenders), and the Agent a Notice shall promptly thereafter notify each Lender of Borrowing prior Borrower’s request for such Incremental Revolving Commitment and the Election Period during which each Lender is requested to 11:00 a.m. (A) on respond to such Borrower request; provided that, if such notice indicates that it is conditioned upon the Business Day of the requested borrowing in the case occurrence of a Term Loan to specified event, such request may be made as a Base Rate Loan or (B) on the third Business Day revoked if such event does not occur prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan funding date. No Lender shall be a Base Rate Loan (which Base Rate Loan obligated to participate in any Incremental Revolving Commitment, and each such Lender’s determination to participate shall be in a minimum principal amount such Lender’s sole and absolute discretion. Any Lender not responding by the end of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan such Election Period shall be deemed to have declined to increase its Commitment. To the extent Lenders (or their Affiliates) do not agree to provide an Incremental Revolving Commitment, as applicable, on terms acceptable to Borrower, Borrower may invite any prospective lender that satisfies the criteria of being an “Eligible Assignee” and is reasonably satisfactory to the Agent to become a Lender pursuant to a joinder agreement in a minimum principal amount form and substance satisfactory to the Agent in connection with the proposed Incremental Revolving Commitment, as applicable (provided that the joinder of $5,000,000 any such “Lender” for the purpose of providing all or whole multiples any portion of $1,000,000 in excess thereofany such Incremental Revolving Commitment, as applicable, shall not require the consent of any other Lender (including any other “Lender” that is joining this Agreement to provide all or part of such Incremental Revolving Commitment), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans made).

Term Loans. (a) Term Loan Commitments. Subject to and upon the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein contained herein, each Lender severally (and not jointly) agrees to make available term loans to Borrowers based upon Borrowers' registered trademarks in an amount equal to its Pro Rata Share of such term loans made to Borrowers as of the date hereof in the aggregate original principal amount of $2,500,000 ("Closing Trademark Term Loans"). In addition, if Agent receives a Post-Closing Trademark Appraisal on or before March 6, 2006, and if fifty (50%) percent of the aggregate value of Borrowers' registered trademarks, as reflected in such Post-Closing Trademark Appraisal (the "Appraised Trademarks Value") exceeds $2,500,000, then subject to and on the terms and conditions contained herein, each Lender severally (and not jointly) agrees to make its Pro Rata Share of additional trademark term loans at any time on or before March 6, 2006 ("Post-Closing Trademark Term Loans"). The Post-Closing Trademark Term Loans shall be in an aggregate original principal amount which, when added to and consolidated with the then outstanding Closing Trademark Term Loans, shall not exceed an amount equal to the lesser of: (i) $5,000,000, or (ii) fifty (50%) percent of the Appraised Trademark Value (such lesser amount, the "Trademark Term Loans"). The Trademark Term Loans shall be repaid by Borrowers from time to time until Agent, for the applicable benefit of Lenders, in consecutive weekly installments of $1,000,000 each, commencing with the week which commences on Monday, March 6, 2006, and, unless sooner demanded pursuant to the terms hereof, the entire unpaid principal balance thereof shall be due and payable in full, without notice or demand, on April 3, 2006. Notwithstanding anything to the contrary contained in this Section 2.3(a), if the Post-Closing Trademark Appraisal reflects that the Appraised Trademark Value is less than $5,000,000, then (A) Borrowers shall promptly make a prepayment with respect to the Closing Trademark Term Loans in an amount equal to the difference between (1) $2,500,000 and (2) fifty (50%) percent of the Appraised Trademark Value and (B) the entire unpaid principal balance of the Closing Trademark Term Loans shall be due and payable in full, without notice or demand, on March 20, 2006. (b) Borrowers hereby acknowledge and agree that (i) as of the date hereof, the outstanding principal balance of the Addison Term Loan Availability Termination Date made by Wachovia to Addison pursuant to, and as such term loans in Dollars is defined in, the Existing Financing Agreements is $2,187,500 (each a "Outstanding Addison Term Loan"; collectively ) and (ii) Borrowers shall pay the "Term Loans") equal to such Lender's Outstanding Addison Term Loan Commitment Percentage to Agent, for the benefit of Lenders, in consecutive monthly installments of $26,041.67 each commencing on March 1, 2006 and on the same day of each successive month thereafter, and unless sooner demanded pursuant to the terms hereof, the entire unpaid principal balance of the Outstanding Addison Term Loan Committed Amount for shall be due and payable in full, without notice or demand, upon the purposes hereinafter set forth. The Company shall give the Agent a Notice earlier to occur of Borrowing prior to 11:00 a.m. (A) on the Business Day termination of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan this Agreement or (B) the non-renewal hereof upon the occurrence of the Renewal Date. The Outstanding Addison Term Loan shall constitute a Prime Rate Loan. (c) Subject to and on the third Business Day prior terms and conditions contained herein, each Lender severally (and not jointly) agrees to make term loans to Borrowers based upon the requested borrowing Rotorex Real Property (in an amount equal to its Pro Rata Share of such term loans made to Borrowers as of the date hereof in the case aggregate original principal amount of a $3,000,000 (collectively, the "Rotorex Real Property Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such "). The Rotorex Real Property Term Loan shall be a Base Rate Loan (which Base Rate made in addition, and not in limitation of, any Revolving Loans that may at any time be made by Agent and Lenders to Borrowers based upon Rotorex Real Property Availability. The Rotorex Real Property Term Loan shall be in repaid by Borrowers to Agent, for the benefit of Lenders, on a minimum principal monthly basis, commencing on March 1, 2006 and on the first day of each successive month thereafter, by an amount of equal to (i) $5,000,000 200,000 for each monthly installment due and payable on March 1, 2006 through and including October 1, 2006, (ii) $100,000 for each monthly installment due and payable on November 1, 2006 and on December 1, 2006, and (iii) if not sooner paid or whole multiples of $1,000,000 in excess thereof)demanded pursuant to the terms hereof, a Eurodollar Loan (which Eurodollar Loan shall be due and payable in a minimum principal amount of $5,000,000 full, without notice or whole multiples of $1,000,000 in excess thereof)demand, or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaidon January 1, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans made2007.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein of this Agreement, (i) each Lender funding a Fourth Amendment Term Loan severally agrees to make available to the Borrowers from time to time until on the applicable Term Loan Availability Termination Fourth Amendment Effective Date such Lender’s Percentage of a term loans loan in Dollars (each a "the “Fourth Amendment Term Loan"; collectively ”) in the "Term Loans") aggregate principal equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Facility Commitment Amount for the purposes hereinafter set forth. The Company shall give the Agent ; (ii) each Lender funding a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Fifth Amendment Term Loan severally agrees to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing available to the Borrowers specified on the Fifth Amendment Effective Date such Lender’s Percentage of a term loan in Dollars (the “Fifth Amendment Term Loan”) in the Notice of Borrowing aggregate principal equal to the Fifth Amendment Term Facility Commitment Amount for the purposes hereinafter set forth; (iii) as set forth more fully in Section 1.1(c), the Lenders will make the Revolving Loans to the Borrowers and specifying whether such (iv) as set forth more fully in Section 1.1(b), the Swing Line Lender will make the Swing Line Loan to the Borrowers. Amounts repaid or prepaid on the Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The proceeds of the Fourth Amendment Term Loan Committed Amount shall be automatically used to prepay, in full, the aggregate principal amount of the First Amendment Term Loan outstanding as of the Fourth Amendment Effective Date. From an after the Fourth Amendment Effective Date, the obligations with respect to the First Amendment Term Loan shall be reduced to $0. It is understood and permanently reduced agreed that from and after the Fifth Amendment Effective Date, all references to the Term Loans shall mean the term loans made to the Borrowers on the Fourth Amendment Effective Date and the Fifth Amendment Effective Date. The Loans, including the Swing Line Loan, shall bear interest and be payable in accordance with the terms and conditions of this Agreement and the Notes. The Notes shall be executed and delivered to each respective Lender on the date hereof and thereafter, from time to time, as and when requested by the amount Administrative Agent, acting at the direction of Term Loans madeany Lender.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein in this Agreement, each Lender Bank on and after the Closing Date severally and not jointly agrees to make available a term loan, in Dollars, to one or more of the Borrowers from time in an aggregate amount not to time until the applicable exceed such Bank's Term Loan Availability Termination Date term loans in Dollars Commitment (each individually, a "Term Loan"; collectively " and, collectively, the "Term Loans") equal ). All Term Loans shall be made by the Banks on or after the Closing Date simultaneously and pro rata, it being understood that no Bank shall be responsible for any failure by any other Bank to perform its obligation to make any Term Loan hereunder nor shall the Term Loan Commitment of any Bank be increased or decreased as a result of any such Lenderfailure, it being further understood that all or part of the initial Term Loans extended to the Borrowers on the Closing Date may be refinanced after the Closing Date with Term Loans made to one or more of the Borrowers. Each Bank's Term Loan Commitment Percentage shall be reinstated as of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of date any Borrower requests a Term Loan to be refinance an existing Term Loan originally made as to a Base Rate Loan or different Borrower. (Bc) on Section 3.7(a) is amended to delete the third Business Day word "Revolving" in the fifth line thereof. (d) Section 3.8(b) is amended to add the following sentence at the end thereof: (e) Section 3.10 is amended (1) to add " (a) prior to the requested borrowing first word thereof and (2) to add a new Section 3.10(b) as follows: (f) Section 3.11 is amended (1) to delete words "The Revolving Credit Commitments" in the case of a first line and to substitute therefor "All Commitments" and (2) to delete the last sentence thereof. (g) Section 4.1(b)(i) is amended (1) to add the words "and the Term Loan Commitments" after the words "Term Loans" in the third line thereto and (2) to add the following sentence after the word "hereunder" in the fourth line thereto: The principal amount of the installments may be made as a Eurodollar Loanpaid by any or all of the Borrowers at their discretion provided that each of the quarterly installments shall be in the aggregate amounts set forth below: (h) Section 4.1(b)(i) is further amended to insert the words ", requesting except that the Lenders make a initial Term Loan in the amount specified in the Notice of Borrowing Loans extended to the Borrowers specified on the Closing Date may be refinanced with Term Loans made subsequently to one or more of the Borrowers" after the word "repaid" at the end thereof. (i) The following Section 4.1(b)(ii) is added: (j) Section 4.2(g) is amended to add the words "(other than repayments made within five (5) Business Days prior to the scheduled installment date for such repayments as permitted by Section 4.1(b)(ii))" after the words "Term Loans" in the Notice of Borrowing and specifying whether such Term Loan first line thereof. (k) Section 7.11(b) shall be a Base Rate Loan amended to delete the words "and (which Base Rate Loan shall be v)" in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)the last line thereof and to substitute the words ", a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify v) to refinance the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by made to the amount of Borrowers on the Closing Date with Term Loans mademade to one or more of the Borrowers and (vi)". (l) Section 7.14 is amended to delete "(i)" in the third line thereof. (m) Section 11.1(a)(ii) is amended in its entirety as follows: (n) Section 11.6(c) is amended to insert the words "or special purpose funding entity" after each appearance of the words "financial institution(s)" in the first, second and third

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein herein, each Lender with an Initial Term Loan Commitment on the Effective Date severally agrees to make available make, on the Effective Date, an Initial Term Loan to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified set forth opposite such ▇▇▇▇▇▇’s name on Schedule 1.1A. Amounts repaid or prepaid in the Notice respect of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Initial Term Loans are paid or prepaid, they may not be reborrowed. The Initial Term Loans may from time to time be (a) EurodollarTerm SOFR Loans or (b) ABR Loans or (c) a combination thereof, as determined by the Borrower Agent and notified to the Administrative Agent in accordance with subsection 2.3. (b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Committed Amount Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrowers, which Incremental Term Loans (i) shall be automatically incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall, except as hereinafter provided, at the option of New Holdings, be incurred and permanently reduced maintained as, and/or converted into one or more Borrowings of Eurodollar Base RateABR Loans or EurodollarTerm SOFR Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche. Once repaid, Incremental Term Loans may not be reborrowed. Incremental Term Loans may from time to time be (a) EurodollarTerm SOFR Loans or (b) ABR Loans or (c) a combination thereof, as determined by the amount of Term Loans made.Borrower Agent and notified to the Administrative Agent in accordance with subsection 2.3

Term Loans. (a) To the extent not repaid earlier as provided herein, the Company shall repay the Term Loan Commitments. Subject Loans to the terms Term Lenders (i) in consecutive quarterly installments in the aggregate principal amount for each quarterly installment equal to (A) the outstanding principal amount of the Term Loans on the date of the funding of such Term Loan, multiplied by (B) 1.25%, on the last Business Day of each of the Company’s fiscal quarters, and conditions hereof --------------------- (ii) in a final installment in an amount equal to the aggregate principal amount of all Term Loans outstanding on the Maturity Date, in each case subject to adjustment as a result of application of prepayments in accordance with Section 2.05(a); provided, however, that the amortization with respect to the 2018 Incremental Term Loans shall be adjusted as necessary to permit such fungibility with the then existing Term Loans, as applicable.” (j) Section 2.09(b) of the Credit Agreement is hereby amended and restated in reliance upon its entirety to read as follows: “[Intentionally Omitted].” (k) Section 2.12(a) of the representations and warranties set forth herein Credit Agreement is hereby amended by replacing the following sentence thereto “The Administrative Agent will promptly distribute to each Lender severally agrees to make available to the Borrowers from time to time until the its Applicable Percentage (or other applicable Term Loan Availability Termination Date term loans share as provided herein) of such payment in Dollars (each a "Term Loan"; collectively the "Term Loans") equal like funds as received by wire transfer to such Lender's ’s Lending Office.” to read as follows: “The Administrative Agent will promptly distribute to each Lender its share of such payment in like funds as received by wire transfer to such Lender’s Lending Office as follows (x) with respect to each Revolving Lender, its Applicable Revolving Credit Percentage and (y) with respect to each Term Loan Commitment Percentage Lender in accordance with its pro rata share (as of the date of such payment) of the aggregate Total Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice Credit Exposures of Borrowing prior to 11:00 a.m.all Term Lenders.” (Al) on the Business Day Section 2.14(h) of the requested borrowing Credit Agreement is hereby amended and restated in the case of a Term Loan its entirety to be made read as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans made.follow:

Term Loans. (a) Term Loan Commitments. Subject to Each Lender severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions hereof --------------------- herein set forth, on the Initial Closing Date to make a term loan to the Borrower in a single drawing in an aggregate principal amount not to exceed the amount of such Lender’s Initial Term Loan Commitment (the “Initial Term Loan”); provided that the aggregate principal amount of the Initial Term Loan shall equal $25,000,000. (b) Each Lender severally and not jointly with any other Lender, agrees, upon the terms and subject to the conditions herein set forth, on the Second Closing Date to make a second term loan to the Borrower in a single drawing in an aggregate principal amount of such Lender’s Second Term Loan Commitment (the “Second Term Loan”); provided that the aggregate principal amount of the Second Term Loan shall equal $10,000,000. (c) The Initial Term Loan shall be made by the Lenders simultaneously on the Initial Closing Date and in reliance upon accordance with their respective Initial Term Loan Commitment. The Second Term Loan shall be made by the representations Lenders simultaneously on the Second Closing Date and warranties set forth herein each in accordance with their respective Second Term Loan Commitment. The failure of any Lender severally agrees to make available its portion of either Term Loan shall neither relieve any other Lender of its obligation to fund its portion of such Term Loan in accordance with the provisions of this Credit Agreement nor increase the obligation of any such other Lender. (d) Any portion of a Term Loan that is repaid may not be reborrowed. (e) The Administrative Agent, without the request of the Borrower, may advance any interest, fee, service charge, or other payment to which any Agent or their Affiliates or any Lender is entitled from the Borrower pursuant hereto or any other Loan Document and may charge the same to the Borrowers Loan Account. The Lenders and the Borrower confirm that any charges which the Administrative Agent may so make to the Loan Account of the Borrower as herein provided will be made as an accommodation to the Borrower and solely at the Administrative Agent’s discretion, provided that the Administrative Agent shall from time to time until upon the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage request of the Term Collateral Agent, charge the Loan Committed Amount for Account of the purposes hereinafter set forthBorrower with any amount due and payable under any Loan Document, including, without limitation, any Collateral Agent Advance. The Company Administrative Agent shall give advise the Agent a Notice Borrower of Borrowing prior any such advance or charge promptly after the making thereof. Any amount which is added to 11:00 a.m. (Athe principal balance of the Loan Account as provided in this Section 2.1(d) shall bear interest at the Interest Rate and shall be payable on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeMaturity Date.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- of this Agreement and the Recapitalization Transaction Agreement, and in reliance upon the representations and warranties set forth of the Loan Parties contained herein and therein, each Lender (severally, and not jointly or jointly and severally with any other Lender) agrees to make available to the Borrowers from time to time until the applicable a Term Loan Availability Termination to Borrowers on the Closing Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") aggregate principal amount equal to such Lender's ’s Term Loan Commitment Percentage Commitment. (b) By executing and delivering this Agreement, each Lender and the Borrowers agree, and the Agent acknowledges, (i) that Term Loans shall be deemed to have been made by such Lender, and Obligations in respect thereof incurred by the Borrowers, on the Closing Date concurrently with, and automatically upon, satisfaction of the Term Loan Committed Amount Incurrence Conditions (for the purposes hereinafter set forth. The Company shall give avoidance of doubt, without the requirement for any cash or other funds to be provided to the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on by such Lender hereunder); provided, that delivery by the Business Day Administrative Borrower of the requested borrowing Closing Certificate shall be conclusive evidence of the such satisfaction and the Agent shall have no obligation to verify any Lender’s compliance with any terms of the Recapitalization Transaction Agreement or take any other action in connection with the case making of the Term Loans hereunder, (ii) no Lender shall be responsible for the failure of any other Lender to make any Term Loan required to be made hereunder by such other Lender and (iii) such Lender’s agreement to make a Term Loan to the Borrowers as provided in Section 2.1(a) shall be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a deemed satisfied, and its Term Loan to be made as a Eurodollar LoanCommitments shall expire, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing immediately and specifying whether automatically upon such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Lender’s Term Loans being deemed funded in accordance with the foregoing. (c) Amounts borrowed as Term Loans that are paid repaid or prepaidprepaid (whether any such payment is voluntary, they scheduled or mandatory) may not be reborrowed. (d) The Borrowers and the Lenders each agree (a) that the Term Loans shall be treated as debt for United States federal income tax purposes and (b) to adhere to this Section 2.1(d) for U.S. federal income tax purposes and not to take any action or file any tax return, report or declaration inconsistent with the foregoing. EACH TERM LOAN IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE CODE., AND EACH LENDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, AND YIELD TO MATURITY OF THE TERM LOANS HELD BY IT BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE CHIEF FINANCIAL OFFICER OF THE ADMINISTRATIVE BORROWER IN ACCORDANCE WITH SECTION 11. The Term Loan Committed Amount shall be automatically and permanently reduced inclusion of this Section 2.1(d) is not an admission by the amount of Term Loans madeany Lender that it is subject to U.S. taxation.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein herein, each Lender with an Initial Term Loan Commitment on the Effective Date severally agrees to make available make, on the Effective Date, an Initial Term Loan to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified set forth opposite such Lender’s name on Schedule 1.1A. Amounts repaid or prepaid in the Notice respect of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Initial Term Loans are paid or prepaid, they may not be reborrowed. The Initial Term Loans may from time to time be (a) Eurodollar Loans or (b) ABR Loans or (c) a combination thereof, as determined by the Borrower Agent and notified to the Administrative Agent in accordance with subsection 2.3. (b) Subject to and upon the terms and conditions set forth herein, each Lender with an Incremental Term Loan Committed Amount Commitment from time to time severally agrees to make term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrowers, which Incremental Term Loans (i) shall be automatically incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall, except as hereinafter provided, at the option of New Holdings, be incurred and permanently reduced maintained as, and/or converted into one or more Borrowings of Eurodollar Base Rate Loans or Eurodollar Loans; provided that all Incremental Term Loans of a given Tranche made as part of the same Borrowing shall at all times consist of Incremental Term Loans of the same Type, and (iv) shall not exceed for any such Incremental Term Loan Lender at any time of any incurrence thereof, the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche. Once repaid, Incremental Term Loans may not be reborrowed. Incremental Term Loans may from time to time be (a) Eurodollar Loans or (b) ABR Loans or (c) a combination thereof, as determined by the amount of Term Loans made.Borrower Agent and notified to the Administrative Agent in accordance with subsection 2.3

Term Loans. (ai) Term Loan Commitments. Subject to and upon the terms and conditions hereof --------------------- and in reliance upon the representations and warranties herein set forth herein forth, each Lender severally agrees to make available a loan or loans (each such Term Loan a “Term Loan” and collectively as the “Term Loans”) in the amount set forth opposite such Lender’s name on Schedule 1.01(a) to the Borrowers from time to time until the applicable Borrower, which Term Loan Availability Termination Date term loans in Dollars Loans (each a "Term Loan"; collectively the "Term Loans"i) equal to shall not exceed, for any such Lender's , the Term Loan Commitment Percentage of such Lender, (ii) shall not exceed, in the aggregate, the Total Term Loan Commitment, (iii) shall be made on the Closing Date, (iv) may, at the option of the Borrower, be incurred and maintained as, and/or converted into, Index Rate Loans or Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day SOFR Loans; provided, that all such Term Loans made by each of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior Lenders pursuant to the requested borrowing same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, and (v) may be repaid or prepaid in accordance with the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing provisions hereof (subject to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereofApplicable Prepayment Premium), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 but once repaid or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they prepaid may not be reborrowed; provided, further, that notwithstanding the foregoing, on and after the Amendment No. The 2 Effective Date, “Term Loan Committed Loans” shall include the 2022 Supplemental Term Loans. (ii) At any time during the 2022-I Supplemental DDTL Commitment Period, subject to the terms and conditions set forth in Section 7.02 hereof, each Lender with a 2022-I Supplemental DDTL Commitment severally agrees to make to the Borrower on the 2022-I Supplemental DDTL Funding Date, 2022-I Supplemental DDTLs denominated in Dollars in aggregate amounts requested by the Borrower which (x) are no less than the Minimum 2022 Supplemental DDTL Borrowing Amount shall be automatically with respect to such Borrowing, and permanently reduced by (y) notwithstanding the foregoing do not exceed the aggregate unfunded 2022-I Supplemental DDTL Commitments as of such 2022-I Supplemental DDTL Funding Date immediately prior to giving effect to such Borrowing; provided that the amount of Term Loans made2022-I Supplemental DDTLs to be funded by any such Lender on such applicable 2022-I Supplemental DDTL Funding Date shall not exceed such ▇▇▇▇▇▇’s unfunded 2022-I Supplemental DDTL Commitment as of such 2022-I Supplemental DDTL Funding Date immediately prior to giving effect to such Borrowing; provided, further, that for the avoidance of doubt, any proposed Borrowing of 2022-I Supplemental DDTLs shall be funded in part with the 2022-II Supplemental DDTLs, to the extent 2022-II Supplemental DDTL Commitments are available on the proposed 2022-1 Supplemental DDTL Funding Date in accordance with Section 2.07. (iii) At any time during the 2022-II Supplemental DDTL Commitment Period, subject to the terms and conditions set forth in Section 7.02 hereof, each Lender with a 2022-II Supplemental DDTL Commitment severally agrees to make to the Borrower on the 2022-II Supplemental DDTL Funding Date, 2022-II Supplemental DDTLs denominated in Dollars in aggregate amounts requested by the Borrower which notwithstanding the foregoing do not exceed the aggregate unfunded 2022-II Supplemental DDTL Commitments as of such 2022-II Supplemental DDTL Funding Date immediately prior to giving effect to such Borrowing; provided that the amount of 2022-II Supplemental DDTLs to be funded by any such Lender on such applicable 2022-II Supplemental DDTL Funding Date shall not exceed such Lender’s unfunded 2022-II Supplemental DDTL Commitment as of such 2022-II Supplemental DDTL Funding Date immediately prior to giving effect to such Borrowing; provided, further, that for the avoidance of doubt, any proposed Borrowing of 2022-II Supplemental DDTLs shall be funded in part with the 2022-I Supplemental DDTLs, to the extent 2022-II Supplemental DDTL Commitments are available on the proposed 2022-II Supplemental DDTL Funding Date in accordance with Section 2.07.

Term Loans. (ai) Subject to and upon the terms and conditions set forth herein, (x) each Lender, which is not an Existing Term Lender, having an Initial Term Loan Commitment severally agrees to make term loans denominated in Dollars (each, a “Funded Initial Term Loan”) to the Borrower on the Closing Date and (y) each Lender, which is an Existing Term Lender, agrees to exchange all (or such lesser amount as the Lead Arrangers shall have allocated to such Lender) of its Existing Term Loans, on the terms set forth herein and in the Cashless Roll Settlement Letter, for a single loan in Dollars (each, an “Exchanged Initial Term Loan” and, together with the Funded Initial Term Loan, the “Initial Term Loans”), which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender (which, in the cash of an Existing Term Lender, shall be equal to the principal amount of the Existing Term Loans so exchanged by the Existing Term Lender). Such Initial Term Loans (1) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Initial Term Loans of the same Type, (2) may be repaid or prepaid (without premium or penalty, other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed and (3) shall not exceed in the aggregate the Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then outstanding Initial Term Loans shall be repaid in full in Dollars. (ii) Subject to and upon the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein in the First Amendment, each 2024 Refinancing Term Lender severally agrees to make available to the Borrowers from time Borrower (including pursuant to time until a Cashless Roll (as defined in the applicable First Amendment) on the First Amendment Effective Date 2024 Refinancing Term Loan Availability Termination Date term loans Loans denominated in Dollars (each a "Term Loan"; collectively the "Term Loans") in an aggregate principal amount equal to such Lender's ’s 2024 Refinancing Term Loan Commitment Percentage or with respect to 2024 Refinancing Term Lenders that have elected the Cashless Roll the aggregate principal amount of Initial Term Loans subject to such Cashless Roll, in each case, as further set forth in the First Amendment. The 2024 Refinancing Term Loans (1) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all 2024 Refinancing Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of 2024 Refinancing Term Loans of the same Type, (2) may be repaid or prepaid (without premium or penalty, other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed and (3) shall not exceed in the aggregate the 2024 Refinancing Term Loan Committed Amount for Commitments. On the purposes hereinafter set forth. The Company 2024 Refinancing Term Loan Maturity Date, all then outstanding 2024 Refinancing Term Loans shall give the Agent a Notice of Borrowing prior to 11:00 a.m.be repaid in full in Dollars. (Aiii) Subject to and upon the terms and conditions set forth in the Second Amendment, each 2025 Refinancing Term Lender severally agrees to make to the Borrower (including pursuant to a Cashless Roll (as defined in the Second Amendment)) on the Business Day of the requested borrowing Second Amendment Effective Date 2025 Refinancing Term Loans denominated in the case of a Dollars in an aggregate principal amount equal to such Lender’s 2025 Refinancing Term Loan Commitment or with respect to be made as a Base Rate Loan or (B) on 2025 Refinancing Term Lenders that have elected the third Business Day prior to Cashless Roll the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum aggregate principal amount of $5,000,000 or whole multiples of $1,000,000 2024 Refinancing Term Loans subject to such Cashless Roll, in excess thereof)each case, a Eurodollar Loan (which Eurodollar Loan shall be as further set forth in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or boththe Second Amendment. The Agent shall promptly notify 2025 Refinancing Term Loans (1) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all 2025 Refinancing Term Loans made by each of the Lenders in writing pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of each Notice of Borrowing. Once 2025 Refinancing Term Loans are paid of the same Type, (2) may be repaid or prepaid (without premium or penalty, other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, they may not be reborrowed. The reborrowed and (3) shall not exceed in the aggregate the 2025 Refinancing Term Loan Committed Amount Commitments. On the 2025 Refinancing Term Loan Maturity Date, all then outstanding 2025 Refinancing Term Loans shall be automatically and permanently reduced by the amount of Term Loans maderepaid in full in Dollars.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- hereof, each of the parties hereto agrees that, as of the Closing Date, $125,000,000 of the Existing Obligations (excluding the HSBC China L/C Obligations and the Bank of America L/C Obligations) shall be continued, but hereby restructured as tranche A term loans (such portion of the Existing Obligations, as restructured, and as such term loans may be increased as provided in reliance upon the representations and warranties first proviso set forth herein each Lender severally agrees in this Section 2.1(a), being hereinafter referred to make available to as the Borrowers from time to time until "Tranche A Term Loan" and collectively, the applicable "Tranche A Term Loan Availability Termination Date Loans") and that the remaining $78,184,188.03 of the Existing Obligations (excluding the HSBC China L/C Obligations and the Bank of America L/C Obligations) shall be continued, but hereby restructured as tranche B term loans (such portion of the Existing Obligations, as restructured, and as such term loans may be increased as provided in Dollars (each a the second proviso set forth in this Section 2.1(a), being hereinafter referred to as the "Tranche B Term Loan," and collectively, the "; collectively Tranche B Term Loans" and, together with the Tranche A Term Loans, the "Term Loans"), provided, that upon each draw under the Bank of America L/C or HSBC China L/C, the corresponding amount of the Bank of America L/C Obligations and the Tranche A Portion of the HSBC China L/C Obligations, as the case may be, shall be restructured into Tranche A Term Loans (to the extent not cash collateralized pursuant to the terms of Section 2.11(e) equal of the Credit Agreement or Section 5(d) of the Intercreditor Agreement), provided, further that upon each draw under the HSBC China L/C, the corresponding amount of the Tranche B Portion of the HSBC China L/C Obligations shall be restructured into Tranche B Term Loans (to such Lender's the extent not cash collateralized pursuant to the terms of Section 2.11(e) of the Credit Agreement or Section 5(d) of the Intercreditor Agreement). On the Closing Date, the Tranche A Term Loans and the Tranche B Term Loans shall be held by each Tranche A Term Loan Commitment Percentage of the Lender and Tranche B Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan Lender in the amount specified in set forth opposite its name on Annex A hereto. As of the Notice Closing Date, the aggregate principal amount of Borrowing to Tranche A Term Loans of all of the Borrowers specified in the Notice of Borrowing and specifying whether such Tranche A Term Loan shall be a Base Rate Loan (which Base Rate Loan Lenders shall be in a minimum the aggregate principal amount of $5,000,000 or whole multiples 125,000,000 and the aggregate principal amount of $1,000,000 in excess thereof), a Eurodollar Tranche B Term Loans of all of the Tranche B Term Loan (which Eurodollar Loan Lenders shall be in a minimum the aggregate principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)78,184,188.03. (b) Once repaid, or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once no Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans made.

Term Loans. $[ , , ] Eurodollar Loans to be continued with Interest Period of [ ] month(s) $[ , , ] ABR Loans to be converted to Eurodollar Loans with Interest Period of [ ] month(s) $[ , , ] Eurodollar Loans to be converted to ABR Loans Borrower hereby certifies that as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default or a Default. Date:[—], 2012 FIVE BELOW, INC. By: Name: Title: Reference is made to the Credit Agreement, dated as of May 16, 2012 (aas it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among FIVE BELOW, INC., certain Subsidiaries of Borrower party thereto from time to time, as Guarantors, the Lenders party thereto from time to time and ▇▇▇▇▇▇▇ SACHS BANK USA as Administrative Agent and Collateral Agent. Pursuant to Section 2.12(e) Term Loan Commitmentsof the Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Code. Subject By: Name: Title: $[ , , ] [—], ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ FOR VALUE RECEIVED, FIVE BELOW, INC., a Pennsylvania Corporation (“Borrower”), promises to pay [—] (“Payee”) or its registered assigns the principal amount of [Dollar Amount] ($[ , , ]) in the installments referred to below. Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit Agreement, dated as of May 16, 2012 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among FIVE BELOW, INC., the Lenders party thereto from time to time and ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as Administrative Agent and Collateral Agent. Borrower shall make scheduled principal payments on this Note as set forth in Sections 2.02 and 2.07 of the Credit Agreement. This Note is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage of under which the Term Loan Committed Amount evidenced hereby was made and is to be repaid. All payments of principal and interest in respect of this Note shall be made in Dollars in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day terms of the requested borrowing Credit Agreement. Unless and until an Assignment and Assumption Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the case Register, Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a Term Loan notation hereon of all principal payments previously made hereunder and of the date to be which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of principal of or interest on this Note. This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing provided in the case Credit Agreement. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. Upon the occurrence of a Term Loan to be made as a Eurodollar Loanan Event of Default, requesting that the Lenders make a Term Loan in unpaid balance of the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)this Note, a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)together with all accrued and unpaid interest thereon, may become, or bothmay be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement. The Agent terms of this Note are subject to amendment only in the manner provided in the Credit Agreement. No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall promptly notify alter or impair the Lenders obligations of Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in writing the currency herein prescribed. Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of each Notice this Note. Borrower and any endorsers of Borrowing. Once Term Loans are paid this Note hereby consent to renewals and extensions of time at or prepaidafter the maturity hereof, they may not be reborrowed. The Term Loan Committed Amount shall be automatically without notice, and permanently reduced hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the amount right to plead any statute of Term Loans madelimitations as a defense to any demand hereunder.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein hereof, each Lender severally agrees to make available an Initial Term Loan to the Borrowers from time to time until Borrower on the applicable Term Loan Availability Termination Closing Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") principal amount equal to such Term Lender's ’s Initial Term Loan Commitment Percentage Amount and (b) subject to the terms and conditions hereof (including Section 2.21) and the Second Amendment, each Additional Lender severally agrees to make an Additional Term Loan to the Borrower on the Second Amendment Effective Date in a principal amount equal to such Additional Lender’s Additional Term Loan Amount set forth opposite such Additional Lender’s name on Schedule 1 to the Second Amendment and, in furtherance of the incurrence of such Additional Term Loans (and as contemplated by this Agreement, including Section 2.21), the Borrower, the Additional Lender thereof and the Administrative Agent hereby acknowledge and agree that (i) the Second Amendment shall constitute a Facility Increase Amendment, (ii) the Second Amendment Effective Date shall be the Facility Increase Effective Date for such Additional Term Loans, (iii) the Additional Lender making such Additional Term Loans shall become a “Lender” for all purposes of this Agreement and the other Credit Documents, (iv) such Additional Term Loans shall be added to, and thereafter constitute a part of, the Initial Term Loans for all purposes of this Agreement and the other Credit Documents, (v) notwithstanding anything to the contrary contained in herein, such Additional Term Loans shall be added to (and form a part of) each Interest Period of outstanding Initial Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Initial Term Loans comprising such Interest Periods) so that each Lender (including each such Additional Lender) will participate proportionately in each then outstanding Interest Period relating to the Initial Term Loans, (vi) such Additional Term Loans are being incurred in reliance on Section 2.21(a)(A), (vii) such Additional Term Loans (A) shall have a maturity date that is the Term Loan Committed Amount Maturity Date, (B) shall have the same rate of amortization as the Initial Term Loans and, accordingly, the scheduled amortization payments under Section 2.9 required to be made after the Second Amendment Effective shall be ratably increased by the aggregate principal amount of such Additional Term Loans and, if necessary, shall be further increased for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Lenders were entitled before such recalculation, (C) shall have the same Applicable Margins as the Initial Term Loans and (D) otherwise shall be on the exact same terms applicable to the Initial Term Loans, and (viii) the proceeds of such Additional Term Loans shall be used for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing forth in the case of a recitals to the Second Amendment. Any Term Loan to be made as a Base Rate Loan repaid or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they prepaid may not be reborrowed. The Subject to Sections 2.10 and 2.11, all amounts owed hereunder with respect to all Term Loans shall be paid in full no later than the Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeMaturity Date.”

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties provisions set forth herein in this Credit Agreement, each Tranche A Lender agrees, severally agrees but not jointly, to make to Borrower on the Term Conversion Date such loan as Borrower may request under Section 2.2(b) (individually, a “Term Loan”; and, collectively, the “Term Loans”), in an aggregate principal amount not to exceed such Tranche A Lender’s Proportionate Share (Commitment) of the Total Term Loan Commitment. The aggregate amount of the Term Loan Commitments available to Borrower on the Borrowers Term Conversion Date shall be the lesser of (i) $138,500,000 and (ii) the aggregate principal amount of the Tranche A Construction Loans then outstanding as of the Term Conversion Date (after giving effect to any prepayments of the Tranche A Construction Loans to be made by Borrower on the Term Conversion Date pursuant to Section 2.8(c)(vii), if applicable) together with all accrued and unpaid interest, fees and costs and other amounts payable under the Credit Documents with respect thereto (such amount, as may be reduced from time to time until in accordance with the applicable terms hereof, the “Total Term Loan Availability Termination Commitment”). Each Tranche A Lender shall make its Term Loan by converting to a Term Loan the unpaid principal amount of its Tranche A Construction Loans then outstanding as of the Term Conversion Date term loans together with all accrued and unpaid interest, fees and costs and other amounts payable under the Credit Documents with respect thereto, in Dollars (each a "an amount not in excess of its Term Loan"; collectively the "Term Loans") equal to such Loan Commitment. Each Tranche A Lender's ’s Term Loan Commitment Percentage shall be irrevocably terminated upon the making of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify by such Tranche A Lender on the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeConversion Date.

Term Loans. (a) The Term Loan Commitments. Subject shall be made available to Canadian Borrower subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees to make contained herein: (a) The Term Loan shall be available to Canadian Borrower in the Borrowers original principal amount equal to the lesser of (the “Term Loan Maximum Limit”): (i) US$500,000; or (ii) the US Dollar Amount of ninety (90%) percent of the Net Forced Sale Value of the Eligible Equipment, as determined by Lender based on an appraisal, in form, scope and methodology, and by an appraiser, acceptable to Lender, addressed to Lender or upon which Lender is permitted to rely (the “Equipment Appraisal Amount”). (b) Repayment of the Term Loan shall be made in thirty-six (36) equal consecutive monthly installments commencing on the first Business Day of the calendar month immediately following the Term Loan Advance Date (the “Term Loan Repayment Commencement Date”) with the final payment due in respect thereof payable on the date which is the earlier to occur of: (i) thirty-six (36) months from the Term Loan Repayment Commencement Date; and (ii) the termination or non-renewal by Lender of this Agreement pursuant to the terms hereof. (c) The Term Loan shall be (i) evidenced by a term promissory note (the “Term Note”) in such principal amount as of the date hereof; (ii) shall be repaid together with interest and other amounts in accordance with this Agreement, the Term Note and the other Financing Agreements; and (iii) secured by the Collateral. (d) The Term Loan Maximum Limit shall be reset by Lender from time to time until on each Reset Date and, if required by Lender, Canadian Borrower agrees to execute and deliver an amended and restated Term Note to Lender on each Reset Date. If on any Reset Date, the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage aggregate amount of the Term Loan Committed exceeds the Term Loan Maximum Limit (each, an “Excess Amount”), as determined by Lender, Canadian Borrower shall, to the extent there is availability under the Revolving Loans, be deemed (without the requirement of any further action or documentation) to have requested from Lender an advance under the Revolving Loan in an amount equal to the Excess Amount. In the event that the availability under the Revolving Loans is less than the Excess Amount, Canadian Borrower shall be deemed to have requested an advance to the amount which is available under the Revolving Loans and shall repay the balance of such Excess Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m.Lender upon demand by Lender, which may be made at any time and from time to time. (Ae) All repayments on the Business Day account of the requested borrowing in the case of a Term Loan made from time to time shall be made applied to permanently reduce the aggregate amount of the Term Loan. (f) Canadian Borrower and Lender acknowledge that, as a Base Rate Loan or (B) on of the third Business Day prior to date hereof, the requested borrowing in aggregate amount of the case of a Term Loan is US$500,000. (g) Lender may, in its reasonable credit judgment, from time to be made as a Eurodollar Loantime reduce the lending formula with respect to Eligible Equipment. In determining whether to reduce the lending formula, requesting that the Lenders make a Term Loan Lender may consider events, conditions, contingencies or risks which are also considered in the amount specified determining Eligible Accounts, Eligible Inventory or in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The Term Loan Committed Amount shall be automatically and permanently reduced by the amount of Term Loans madeestablishing Availability Reserves.

Term Loans. (ai) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (the "Closing Date Term Loan") to Company and the Eligible Subsidiaries in an aggregate amount equal to $6,000,000. The Closing Date Term Loan shall be advanced on the Closing Date and shall be, with respect to principal, payable in consecutive monthly installments of principal commencing on July 1, 2005 and on the first day of each Lender severally agrees month thereafter, subject to make available acceleration upon the occurrence of an Event of Default or termination of this Agreement. The first twenty-eight principal installments shall each be in the amount of $206,896 and the twenty-ninth and final installment shall be in an amount equal to the Borrowers from time to time until unpaid principal balance of the applicable Closing Date Term Loan Availability Termination plus all accrued and unpaid interest thereon. The Closing Date Term Loan shall be evidenced by the Closing Date Secured Convertible Term Note. (ii) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a term loans loan (the "Second Term Loan") to Company and the Eligible Subsidiaries in Dollars an aggregate amount equal to $1,900,000. The Second Term Loan shall be advanced on February 28, 2005 and shall be, with respect to principal, payable in consecutive monthly installments of principal commencing on July 1, 2005 and on the first day of each month thereafter, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement. The first twenty-eight principal installments shall each be in the amount of $65,517 and the twenty-ninth and final installment shall be in an amount equal to the unpaid principal balance of the Second Term Loan plus all accrued and unpaid interest thereon. The Second Term Loan shall be evidenced by the Second Secured Convertible Term Note. (iii) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (the "Third Term Loan") to Company and the Eligible Subsidiaries in an aggregate amount equal to $4,640,000. The Third Term Loan shall be advanced on January 6, 2006 and shall be payable in full together with all accrued and unpaid interest thereon and all other amounts due and owing with respect thereto, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement, upon the earlier of (A) July 6, 2006 and (B) the consummation of any offering of ▇▇▇▇▇▇ Equipment's Common Stock to a Person other than Laurus. The Third Term Loan shall be evidenced by the Third Term Note. (iv) Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (the "Fourth Term Loan" and together with the Closing Date Term Loan, the Second Term Loan and the Third Term Loan, each a "Term Loan"; " and collectively the "Term Loans") to Company and the Eligible Subsidiaries in an aggregate amount equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth$8,500,000. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Fourth Term Loan shall be a Base Rate Loan (which Base Rate advanced on May 12, 2006 and shall be, with respect to principal, payable in consecutive monthly installments of principal in the amounts set forth in the Fourth Term Note commencing on September 1, 2006 and on the first day of each month thereafter, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement. The Fourth Term Loan shall be evidenced by the Fourth Term Note. Notwithstanding anything herein to the contrary, Laurus may, in a minimum its sole discretion, increase the principal amount of the Fourth Term Loan, from time to time following Company Agent's request therefor, by additional amounts not to exceed $5,000,000 or whole multiples 6,500,000 in the aggregate in accordance with and pursuant to the terms of $1,000,000 in excess thereof)that certain side letter dated May 12, a Eurodollar Loan (which Eurodollar Loan 2006 from Laurus to Company and the Eligible Subsidiaries and all such amounts so provided by Laurus to Company and the Eligible Subsidiaries shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)deemed Obligations hereunder secured by the Collateral; provided, or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaidhowever, they may not be reborrowed. The Term Loan Committed Amount nothing contained herein shall be automatically and permanently reduced deemed a commitment by the amount of Term Loans madeLaurus to extend any such additional financial accommodations to Company or any Eligible Subsidiary."

Term Loans. (a) Subject to and upon the terms and conditions set forth herein, (x) each Lender, which is not an Existing Term Lender, having an Initial Term Loan Commitment severally agrees to make term loans denominated in Dollars (each, a “Funded Initial Term Loan”) to the Borrower on the Closing Date and (y) each Lender, which is an Existing Term Lender, agrees to exchange all (or such lesser amount as the Lead Arrangers shall have allocated to such Lender) of its Existing Term Loans, on the terms set forth herein and in the Cashless Roll Settlement Letter, for a single loan in Dollars (each, an “Exchanged Initial Term Loan” and, together with the Funded Initial Term Loan, the “Initial Term Loans”), which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender (which, in the cash of an Existing Term Lender, shall be equal to the principal amount of the Existing Term Loans so exchanged by the Existing Term Lender). Such Initial Term Loans (1) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Initial Term Loans of the same Type, (2) may be repaid or prepaid (without premium or penalty, other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed and (3) shall not exceed in the aggregate the Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then outstanding Initial Term Loans shall be repaid in full in Dollars. (ii) Subject to and upon the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein in the First Amendment, each 2024 Refinancing Term Lender severally agrees to make available to the Borrowers from time Borrower (including pursuant to time until a Cashless Roll (as defined in the applicable First Amendment) on the First Amendment Effective Date 2024 Refinancing Term Loan Availability Termination Date term loans Loans denominated in Dollars (each a "Term Loan"; collectively the "Term Loans") in an aggregate principal amount equal to such Lender's ’s 2024 Refinancing Term Loan Commitment Percentage of or with respect to 2024 Refinancing Term Lenders that have elected the Term Loan Committed Amount for Cashless Roll the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum aggregate principal amount of $5,000,000 or whole multiples of $1,000,000 Initial Term Loans subject to such Cashless Roll, in excess thereof)each case, a Eurodollar Loan (which Eurodollar Loan shall be as further set forth in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or boththe First Amendment. The Agent shall promptly notify 2024 Refinancing Term Loans (1) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all 2024 Refinancing Term Loans made by each of the Lenders in writing pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of each Notice of Borrowing. Once 2024 Refinancing Term Loans are paid of the same Type, (2) may be repaid or prepaid (without premium or penalty, other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, they may not be reborrowed. The reborrowed and (3) shall not exceed in the aggregate the 2024 Refinancing Term Loan Committed Amount Commitments. On the 2024 Refinancing Term Loan Maturity Date, all then outstanding 2024 Refinancing Term Loans shall be automatically and permanently reduced by the amount of Term Loans maderepaid in full in Dollars.

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties herein set forth, including specifically satisfaction of all conditions set forth herein each in Article IV, prior to the Eleventh Amendment Effective Date, the Lender severally may, in its sole discretion, and on and after the Eleventh Amendment Effective Date, the Lender agrees to to, make available one or more term loans (the “Term Loans”) to the Borrowers from time to time until during the applicable Term Loan Availability Termination period from the Closing Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage of and including the Term Loan Committed Amount for Termination Date in an aggregate principal amount not to exceed the purposes hereinafter Term Loan Amount; it being understood and agreed, notwithstanding the foregoing or anything herein to the contrary, that, subject to the satisfaction of all conditions set forth. The Company shall give forth in Section 4.5, the Agent a Notice of Borrowing prior Lender agrees to 11:00 a.m. make one or more Working Capital Term Loans, but only so long as (Ai) on the Business Day as of the requested borrowing in funding date of any Working Capital Term Loan, the case principal amount of a such Working Capital Term Loan to be made as a does not exceed the lesser of (x) the Borrowing Base Rate Loan or (B) on the third Business Day prior certified to the requested borrowing Lender in the case of a accordance with Section 4.5(d) with respect to such Working Capital Term Loan to be made as a Eurodollar Loan, requesting that and (y) the Lenders make a Working Capital Term Loan in Amount, and (ii) the aggregate principal amount specified in of all Working Capital Term Loans does not exceed the Notice of Borrowing to Working Capital Term Loan Amount. Each request by the Borrowers specified in the Notice of Borrowing and specifying whether such for a Term Loan shall be deemed to be a Base Rate Loan (which Base Rate Loan representation by each Borrower that it shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify compliance with the Lenders in writing of each Notice of Borrowing. Once preceding sentence and with Article IV both before and after giving effect to the requested Term Loans are paid or prepaid, they may not be reborrowedLoan. The Term Loan Committed Amount Facility (including, for the avoidance of doubt, each Working Capital Term Loan made thereunder) is not a revolving credit facility; the Borrowers shall be automatically have no right to reborrow any portion of any Term Loan that has been repaid. For the avoidance of doubt, the Borrowers acknowledge and permanently reduced by agree that, as of the Eleventh Amendment Effective Date, the only unadvanced amount of remaining under the Term Loans madeLoan Facility is the Working Capital Term Loan Amount.

Term Loans. Simultaneously with the effectiveness of this Credit Agreement, the principal amount of all outstanding “HR-2 Term Loans” (aas defined in the Existing Credit Agreement) of each of the “HR-2 Term Loan CommitmentsLenders” (as defined in the Existing Credit Agreement) as existing immediately prior to the Closing Date, shall be reallocated among the HR-2 Term Loan Lenders so that the HR-2 Term Loans are held by the HR-2 Term Loan Lenders as set forth on Schedule 2.01 attached hereto. Subject To effect such reallocations each HR-2 Term Loan Lender which either was not a “HR-2 Term Loan Lender” under the Existing Credit Agreement immediately prior to the Closing Date or whose HR-2 Term Loan upon the effectiveness of this Credit Agreement exceeds its “HR-2 Term Loan” under the Existing Credit Agreement immediately prior to the effectiveness of this Credit Agreement (each a “HR-2 Term Loan Assignee Lender”) shall be deemed to have purchased such right, title and interest in, and such obligations in respect of, the “HR-2 Term Loans” under the Existing Credit Agreement from the “HR-2 Term Loan Lenders” under the Existing Credit Agreement which will not have a HR-2 Term Loan on and as of the Closing Date or whose HR-2 Term Loans upon the effectiveness of this Credit Agreement are less than their respective “HR-2 Term Loans” under the Existing Credit Agreement (each a “HR-2 Term Loan Assignor Lender”), so that the HR-2 Term Loans of the HR-2 Term Loan Lenders will be held by the HR-2 Term Loan Lenders as set forth on Schedule 2.01. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions hereof --------------------- of, an Assignment and in reliance upon Assumption without the representations and warranties set forth herein each Lender severally agrees payment of any related assignment fee, and, except for HR-2 Term Loan Notes to make available be provided to the Borrowers from time to time until the applicable HR-2 Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Assignor Lenders and HR-2 Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing Assignee Lenders in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 their respective HR-2 Term Loans, no other documents or whole multiples of $1,000,000 in excess thereof)instruments shall be, a Eurodollar Loan (which Eurodollar Loan or shall be required to be, executed in a minimum principal amount connection with such assignments (all of $5,000,000 or whole multiples of $1,000,000 in excess thereofwhich are hereby waived), or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Term Loans are paid or prepaid, they may not be reborrowed. The HR-2 Term Loan Committed Amount Assignor Lenders, the HR-2 Term Loan Assignee Lenders and the other HR-2 Term Loan Lenders shall be automatically and permanently reduced by make such cash settlements among themselves, through the amount of Term Loans made.Administrative -62- LEGAL02/47543734v6

Term Loans. (a) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make available make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrowers from time Borrower in an aggregate principal amount not to time until exceed the applicable amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively Commitment”, as such amount may be adjusted or reduced pursuant to the "terms hereof, which Initial Term Loans": (i) equal to except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender's Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing prior to 11:00 a.m. (A) on the Business Day of the requested borrowing in the case of a Term Loan to be made as a Base Rate Loan or (B) on the third Business Day prior to the requested borrowing in the case of a Term Loan to be made as a Eurodollar Loan, requesting that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof), or both. The Agent shall promptly notify the Lenders in writing of each Notice of BorrowingLender. Once repaid, Initial Term Loans are paid or prepaid, they incurred hereunder may not be reborrowed. The On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Committed Amount Commitment of each Lender shall terminate. 1004254246v19 (b) Subject to the conditions set forth in the First Incremental Amendment and in accordance with the terms hereof, each Tranche B Initial Term Lender severally agrees to make, in Dollars, in a single draw on the First Incremental Amendment Closing Date one or more term loans (each such term loan made on the First Incremental Amendment Closing Date, a “Tranche B Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Tranche B Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be automatically and permanently reduced made by each such Lender in an aggregate principal amount which does not exceed the amount Tranche B Initial Term Loan Commitment of such Lender. Once repaid, Tranche B Initial Term Loans madeincurred hereunder may not be reborrowed. Notwithstanding the foregoing, on the Tranche B Initial Outside Date, all outstanding Tranche B Initial Term Loan Commitments shall automatically terminate if the First Incremental Amendment Closing Date shall not have occurred on or prior to the Tranche B Initial Outside Date. On the First Incremental Amendment Closing Date (after giving effect to the incurrence of Tranche B Initial Term Loans on such date), the Tranche B Initial Term Loan Commitment of each Lender shall terminate.

Term Loans. Borrower may, upon (ai) Term Loan Commitments. Subject to the terms and conditions hereof --------------------- and in reliance upon the representations and warranties set forth herein each Lender severally agrees to make available to the Borrowers from time to time until the applicable Term Loan Availability Termination Date term loans in Dollars (each a "Term Loan"; collectively the "Term Loans") equal to such Lender's Term Loan Commitment Percentage of the Term Loan Committed Amount for the purposes hereinafter set forth. The Company shall give the Agent a Notice of Borrowing at least three Business Days’ prior to 11:00 a.m. (A) on the Business Day of the requested borrowing notice in the case of a Term Loan to be made as a Base SOFR Rate Loan Loans or (Bii) on the third at least one Business Day Day’s prior to the requested borrowing notice in the case of a Base Rate Loans, in each case, to the Administrative Agent stating the proposed date, aggregate principal amount of the prepayment and (subject to the following sentence) the Tranche(s) of Term Loan Loans to be prepaid, prepay the outstanding principal amount of its Term Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided that if any prepayment of any Term SOFR Rate Loan is made as a Eurodollar by Borrower other than on the last day of an Interest Period for such Loan, requesting Borrower shall also pay any amounts owing pursuant to Section 2.14(e); provided, further, that the Lenders make a Term Loan in the amount specified in the Notice of Borrowing to the Borrowers specified in the Notice of Borrowing and specifying whether such Term Loan shall be a Base Rate Loan (which Base Rate Loan each partial prepayment shall be in a minimum principal an aggregate amount of not less than $5,000,000 or whole multiples of $1,000,000 in excess thereof), a Eurodollar Loan (which Eurodollar Loan 1,000,000. Any such partial prepayment shall be in a minimum principal amount of $5,000,000 or whole multiples of $1,000,000 in excess thereof)allocated pro rata among the Initial Term Loans, or both. The Agent shall promptly notify the Lenders in writing of each Notice of Borrowing. Once Incremental Term Loans, the Extended Term Loans are paid or prepaidand the Specified Refinancing Term Loans (in each case, they may not be reborrowed. The to the extent ranking pari passu in right of payment and security with the Initial Term Loan Committed Amount Loans) and shall be automatically and permanently reduced by the amount applied within each such Tranche of Term Loans made.to the respective installments of principal thereof in the manner directed by Borrower (or, if no such direction is given, in direct order of maturity); provided that at the request of Borrower, in lieu of such application on a pro rata basis among all such Tranches of Term Loans, such prepayment may be applied to any such Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the event more than one such Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other such Tranche of Term Loans then outstanding, to such Tranches on a pro rata