Loan Agreement $3,000,000 EXIM Working Capital Guarantee Program Revolving Loan Facility From The Provident Bank To Mega Industries Limited Liability Company March 2, 2020

Exhibit 10.17

$3,000,000 EXIM Working Capital Guarantee Program Revolving Loan Facility

From

The Provident Bank

Mega Industries Limited Liability Company

March 2, 2020

TABLE OF CONTENTS

	Section

1.	DEFINITIONS		1
	1.1.	Defined Terms	1
	1.2.	Terms Defined in Borrower Agreement	3

2.	EXIM WORKING CAPITAL GUARANTEE PROGRAM REVOLVING LINE OF CREDIT AMOUNTS AND TERMS		3
	2.1.	Line of Credit Amount	3
	2.2.	Availability Period	3
	2.3.	Repayment Terms	4
	2.4.	Interest Rate	4
	2.5.	Letters of Credit	4

3.	UNCONDITIONAL PROMISE TO PAY		6

4.	FEES AND EXPENSES		6

	4.1.	Fees	6
	4.2.	Expenses	6
	4.3.	Reimbursement Costs	6

5.	COLLATERAL		7
	5.1.	Personal Property	7

6.	DISBURSEMENTS, PAYMENTS AND COSTS		7
	6.1.	Disbursements and Payments	7
	6.2.	Telephone and Telefax Authorization	8
	6.3.	Direct Debit	8
	6.4.	Banking Days	8
	6.5.	Interest Calculation	8
	6.6.	Default Rate	8
	6.7.	Taxes	8
	6.8.	Payments in Kind	9

7.	CONDITIONS		9
	7.1.	Authorizations	9
	7.2.	Governing Documents	9
	7.3.	Guaranties	9
	7.4.	Security Agreements and Perfection Certificate	9
	7.5.	Perfection and Evidence of Priority	9
	7.6.	Payment of Fees	10
	7.7.	Good Standing	10
	7.8.	Subordination Agreements	10
	7.9.	Landlord Agreement	10
	7.10.	Insurance	10
	7.11.	Other Required Documentation	10

8.	REPRESENTATIONS AND WARRANTIES		10
	8.1.	Formation; Governance	10
	8.2.	Authorization	11
	8.3.	Enforceable Agreement	11
	8.4	Good Standing	11
	8.5	No Conflicts	11
	8.6	Financial Information	11
	8.7	Lawsuits	11
	8.8	Collateral	11
	8.9	Permits, Franchises	11
	8.10	Other Obligations	12
	8.11	Tax Matters	12
	8.12	No Event of Default	12
	8.13	Insurance	12
	8.14	ERISA Plans	12
	8.15	Location of Borrower/Places of Business	13
	8.16	Merchantable Inventory; Compliance with FLSA	13
	8.17	Trading With the Enemy	13
	8.18	Anti-Terrorism Act	13
	8.19	Owner List	14
	8.20	Economic Impact Certification	14
	8.21	Location of Inventory	14
	8.22	Confirmation of Information	14

9.	COVENANTS		14
	9.1	Use of Proceeds	14
	9.2	Compliance with Borrower Agreement	15
	9.3	Financial Information - Borrower	15
	9.4	Financial Information - Guarantors	16
	9.5	Gross Debt Service Coverage Ratio	17
	9.6	Net Debt Service Coverage Ratio	17
	9.7	Senior Funded Debt to EBITDA Ratio	17
	9.8	Total Funded Debt to EBITDA Ratio	17
	9.9	Other Debts	18
	9.10	Other Liens	18
	9.11	Maintenance of Assets	18
	9.12	Investments	18
	9.13	Loans	19
	9.14	Change of Management	19
	9.15	Change of Ownership	19
	9.16	Additional Negative Covenants	19
	9.17	Notices to Bank	20
	9.18	Insurance	20
	9.19	Compliance with Laws	21
	9.20	ERISA Plans	21
	9.21	Books and Records	21
	9.22	Audits	21
	9.23	Perfection of Liens	21
	9.24	Cooperation	21
	9.25	Mandatory, Prepayment; Early Termination	22
	9.26	Field Exams	22

	9.27	Continued Security Interest	22
	9.28	Terms or Sale of Items	22
	9.29	Keepwell Undertaking	22
	9.30	Anti-Terrorism and Other Laws	22
	9.31	Cooperation	23
	9.32	Confirmation of Information	23
	9.33	Landlord Waivers/Guarantees/Affiliates	23
	9.34	Bank as Principal Depository	24

10.	HAZARDOUS SUBSTANCES		24
	10.1	Indemnity Regarding Hazardous Substances	24
	10.2	Compliance Regarding Hazardous Substances	24
	10.3	Notices Regarding Hazardous Substances	24
	10.4	Site Visits, Observation and Testing	24
	10.5	Definitions of Hazardous Substances	25
	10.6	Continuing Obligation	25

11.	EVENTS OF DEFAULT AND REMEDIES		25
	11.1	Failure to Pay	25
	11.2	Other Bank Agreements	25
	11.3	Cross-default	25
	11.4	False Information	25
	11.5	Bankruptcy	26
	11.6	Receivers	26
	11.7	Lien Priority	26
	11.8	Judgments	26
	11.9	Death	26
	11.10	Material Adverse Change	26
	11.11	Government Action	26
	11.12	Default under Related Documents	26
	11.13	ERISA Plans	27
	11.14	Other Breach Under Agreement	27
	11.15	Breach Under Borrower Agreement	27

12.	ENFORCING THIS AGREEMENT; MISCELLANEOUS		27
	12.1	GAAP	27
	12.2	Disposition of Schedules and Reports	27
	12.3	Returned Merchandise	27
	12.4	Release of Information to EXIM Bank	28
	12.5	Verification of Receivables	28
	12.6	Waiver of Confidentiality	28
	12.7	Indemnification	28
	12.8	Governing Law	28
	12.9	Consent to Jurisdiction	28
	12.10	Waiver of Jury Trial	29
	12.11	Successors and Assigns	29
	12.12	Severability; Waivers	29
	12.13	Attorneys’ Fees	29
	12.14	Set-Off	29
	12.15	One Agreement	30
	12.16	Notices	30
	12.17	Headings	31
	12.18	Counterparts	31
	12.19	Borrower Information; Reporting to Credit Bureaus	31
	12.20	Interest Rates	31
	12.21	Limitation of Interest and Other Charges	31

Table of Exhibits

A	-	Intentionally Omitted
B	-	Intentionally Omitted
C	-	Shareholder/Owner’s List
D	-	Inventory Locations
E	-	Export-Related Borrowing Base Certificate
F	-	Terms of Sale

iii

LOAN AGREEMENT

(EXIM Bank Working Capital Guarantee Program Revolving Loan Facility)

This Loan Agreement (“Agreement”), dated as of March 2, 2020, is by and between The Provident Bank, a state charted bank under the laws of the Commonwealth of Massachusetts, (“Bank”), and Mega Industries Limited Liability Company, a Maine limited liability company (“Borrower”).

DEFINITIONS

1.1

Defined Terms.

In addition to the terms which are defined elsewhere in this Agreement, the following terms have the meanings indicated for the purposes of this Agreement:

“Bailee” means a third party to whom is delivered Export-Related Inventory of Borrower for some particular use, on mere deposit or upon a contract, express or implied, that after the purpose has been fulfilled such inventory shall be redelivered to the Person who delivered it, or otherwise dealt with according to instructions or kept until reclaimed by the Person who delivered it, as the case may be, including, but not limited to, a carrier, common carrier, warehouseman or processor.

“Borrower Agreement” means that certain Borrower Agreement of even date herewith entered into by Borrower in favor of Bank and EXIM Bank with reference to this credit transaction under the Export-Import Bank of the United States Working Capital Guarantee Program as modified by any waiver or side letters from EXIM Bank to Bank that are applicable to the EXIM Line.

“Cash Flow” is defined as (a) net income, after income tax, (b) less income or plus loss from discontinued operations and extraordinary items, (c) plus, depreciation, depletion, and amortization, (d) plus interest expense on all obligations, and (e) minus dividends, withdrawals, and other distributions.

“Controlling Affiliate” means each Person owning or otherwise controlling twenty percent (20%) or more of the membership interest (or equivalent right of ownership) of Borrower, or having the power to direct Borrower’s policies or management whether by contract or otherwise.

“Debt Service Coverage Ratio” means the ratio of Cash Flow to the sum of the current portion of long-term debt and the current portion of capitalized lease obligations, plus interest expense on all obligations.

“EBITDA” means earnings before interest, taxes, depreciation and amortization.

“EXIM Bank” means the Export-Import Bank of the United States.

“EXIM Bank Guarantee” means the Guarantee issued by EXIM Bank in favor of Bank under EXIM Bank’s United States Working Capital Guarantee Program.

“EXIM Line” means the EXIM Bank Working Capital Guarantee Program Revolving Loan Facility provided by Bank to Borrower, as evidenced by the Borrower Agreement and the Loan Documents, as defined therein.

Loan Agreement (EXIM Line)

“Final Disbursement Date” is defined in the Borrower Agreement and for purposes of clarification is March 2, 2022 or, if such date is not a Business Day, the next succeeding banking day; provided, however, with respect to Letter of Credit Obligations outstanding on the Final Disbursement Date, the Final Disbursement Date with respect to an advance to fund a drawing under such Standby Letter of Credit shall be the date of the advance, which in no event shall be later than the expiration date of such Standby Letter of Credit.

“Maximum Amount” is defined in the Borrower Agreement, and for purposes of clarity, means the amount of Three Million U.S. Dollars ($3,000,000.00).

“Obligations” means, now or hereafter existing, all amounts due to Bank and all responsibilities and performances of Borrower to Bank under this Agreement and under any other agreement or instrument executed in connection with this Agreement, as well as, now or hereafter existing, all amounts due to Bank and all responsibilities and performances of any Obligor to Bank.

“Obligor” means any Guarantor and any Person pledging Collateral to Bank.

“Qualified ECP Guarantor” means, at any time, a corporation, partnership, proprietorship, organization, trust or other entity with total assets exceeding $10,000,000.

“Senior Funded Debt to EBITDA Ratio” means, with respect to Borrower, Total Funded Debt less Subordinated Liabilities divided by EBITDA.

“Subordinated Liabilities” means liabilities subordinated to Borrower’s obligations to Bank in a manner acceptable to Bank in its sole discretion.

“Tangible Net Worth” means the value of total assets (including leaseholds and leasehold improvements and reserves against assets but excluding goodwill, patents, trademarks, trade names, organization expense, unamortized debt discount and expense, capitalized or deferred research and development costs, deferred marketing expenses, and other like intangibles and monies due from affiliates, officers, directors, employees, shareholders, members or managers) less Total Liabilities, Including but not limited to accrued and deferred income taxes, but excluding the non-current portion of Subordinated Liabilities.

“Total Funded Debt” means, with respect to ▇▇▇▇▇▇▇▇, all borrowed money as reflected in its financial statements, including all secured debt and all Subordinated Liabilities.

“Total Funded Debt to EBITDA Ratio” means, with respect to Borrower, Total Funded Debt divided by EBITDA.

“Total Liabilities” means the sum of current liabilities plus long term liabilities.

“Unbilled Export-Related Costs” means at the time of determination thereof, the amount of costs incurred by Borrower in connection with a Specific Export Order which costs are in excess of costs billed by Borrower to the Buyer pursuant to such Specific Export Order. For purposes of calculating the amount of costs billed by Borrower to the Buyer pursuant to a Specific Export Order, where the amount billed by Borrower to the Buyer includes both a cost and a profit component, the amount of costs billed shall not include the profit component.

Loan Agreement (EXIM Line)

“Wall Street Journal Prime Rate” means the most recently available rate of interest per annum published as the Prime Rate in the Money Rates section of the Wall Street Journal. For the purpose of this Agreement, any change in the Wall Street Journal Base Rate shall be deemed effective as of the opening of business on the date such change is published. If the Wall Street Journal publishes a range of Prime Rates, then the highest reported rate shall be the Wall Street Journal Base Rate. If the Wall Street Journal ceases to publish a Prime Rate, or such Prime Rate becomes unavailable, then Bank may designate a reasonable substitute index.

1.2.

Terms Defined in Borrower Agreement.

Capitalized terms not otherwise defined herein shall have the meanings given to them in Borrower Agreement.

EXIM BANK WORKING CAPITAL GUARANTEE PROGRAM REVOLVING LINE OF CREDIT AMOUNT AND TERMS

2.1.

Line of Credit Amount.

(a) During the availability period described below, Bank will provide the EXIM Line to Borrower, which is a working capital revolving line of credit providing for cash advances and Standby Letters of Credit in connection with the refinance of an existing line of credit and to provide working capital and assist with foreign Accounts Receivable and Inventory, subject to the terms and conditions of this Agreement. During the availability period, Borrower may repay principal amounts and reborrow them.

(b) The amount of the EXIM Line (“EXIM Line Commitment”) is equal to the lesser of (i) the Maximum Amount or (ii) the Export-Related Borrowing Base. ▇▇▇▇▇▇▇▇ agrees not to permit the principal balance outstanding under the EXIM Line to exceed the EXIM Line Commitment. If Borrower exceeds this limit, Borrower will immediately pay the excess to Bank upon Bank’s demand.

(c) In addition to the limitation set forth in Section 2.1(b), the following limitations will also apply to the EXIM Line:

(i) The aggregate amount of outstanding Disbursements under the EXIM Line plus the aggregate amount of Letter of Credit Obligations may not exceed at any one time the Maximum Amount.

(ii) The aggregate amount of outstanding Disbursements under the EXIM Line plus twenty five percent (25%) of the aggregate amount of Letter of Credit Obligations may not exceed at any one time the Export-Related Borrowing Base.

2.2.

Availability Period.

The EXIM Line is available between the date of this Agreement and the Final Disbursement Date, or such earlier date as the availability may terminate as provided in this Agreement (“EXIM Line Expiration Date”); provided, however, if an Eligible Export-Related Accounts Receivable arising from a Specific Export Order remains outstanding as of the Final Disbursement Date and is due and payable after such date, the EXIM Line Expiration Date with respect to such Eligible Export-Related Accounts Receivable may be extended by written notice from Bank until on or before the first banking day after such Export-Related Accounts Receivable is due and payable; further provided, however, in the event that the Final Disbursement Date is extended with respect to a Standby Letter of Credit outstanding as of the Final Disbursement Date, the EXIM Line Expiration Date with respect to such Standby Letter of Credit may be extended by written notice from Bank until on or before the first banking day after such extended Final Disbursement Date.

Loan Agreement (EXIM Line)

2.3.

Repayment Terms.

(a) Borrower will pay interest only on April 2, 2020, and then on the same day of each month thereafter until Bank demands payment in full of any amount outstanding under the EXIM Line, pursuant to the terms of the Revolving Credit Promissory Note executed on even day herewith and any of the other Loan Documents.

(b) Within two (2) banking days of the receipt thereof, Borrower shall pay to Bank (for application to the EXIM Line) all checks, drafts, cash, wire transfers and, other remittances Borrower may receive in payment or on account of the Export-Related Accounts Receivable or any other Collateral, in precisely the form received (except for the endorsement of Borrower where necessary).

(c) Borrower will repay in full any remaining principal, interest or other charges outstanding under the EXIM Line no later than the EXIM Line Expiration Date.

(d) Borrower may prepay the EXIM Line in full or in part at any time without penalty or premium.

(e) If at any time and for any reason, the Export-Related Borrowing Base is less than the aggregate outstanding amount of reimbursements, Borrower shall, upon Bank’s election and demand, (i) furnish additional collateral to Bank of a type and in an amount satisfactory to Bank and EXIM Bank or (ii) pay to Bank an amount equal to the difference between the aggregate outstanding amount of Disbursements and the Export-Related Borrowing Base.

(f) Payments under this Section 2.3 may be applied to the obligations of Borrower to Bank in the order and manner as Bank in its discretion may determine. Payments to be applied to outstanding Standby Letters of Credit and drafts accepted under Standby Letters of Credit may, at Bank’s option, be used to prepay, or held as cash collateral to secure, Borrower’s obligations to Bank with respect thereto.

2.4.

Interest Rate.

The interest rate is a floating rate equal to the Wall Street Journal Prime Rate, on a per annum basis. The Interest Rate from time to time applied hereunder, based on the Wall Street Journal Prime Rate, shall be calculated on a daily basis, so that when the Wall Street Journal Prime Rate shall change, the Interest Rate to be paid by Borrower shall change, effective as of the day of the change in the Wall Street Journal Base Rate. Bank shall not be required to notify Borrower of adjustments in the Wall Street Journal Base Rate or the applicable interest rate.

2.5.

Letters of Credit.

(a) During the availability period, at the request of ▇▇▇▇▇▇▇▇, Bank will issue Standby Letters of Credit with a maximum maturity not to extend more than 365 days beyond the date of issuance of such Standby Letter of Credit, or such longer period of time as consented to in writing by Bank and the EXIM Bank.

(b) Notwithstanding anything to the contrary in this Section 2.5, any Standby Letter of Credit issued within the final sixty (60) days of the EXIM Line Expiration Date shall expire no later than the EXIM Line Expiration Date unless otherwise agreed by Bank and EXIM Bank.

Loan Agreement (EXIM Line)

(c) In calculating the principal amount outstanding under the EXIM Line Commitment, the calculation shall include the amount of any Standby Letters of Credit outstanding, including amounts drawn on any Standby Letters of Credit and not yet reimbursed.

(d) ▇▇▇▇▇▇▇▇ agrees:

(i) Any sum drawn under a Standby Letter of Credit may, at the option of Bank, be added to the principal amount outstanding under this Agreement. The amount will bear interest and be due as described elsewhere in this Agreement.

(ii) If there is an Event of Default (as defined in Article 11) under this Agreement, to immediately prepay and make Bank whole for any outstanding Standby Letters of Credit.

(iii) The issuance of any Standby Letter of Credit and any amendment to a Standby Letter of Credit is subject to Bank’s written approval and must be in form and content satisfactory to Bank and in favor of a beneficiary acceptable to Bank.

(iv) To sign Bank’s form Application and Agreement for Standby Letter of Credit.

(v) To pay any issuance and/or other fees that Bank notifies Borrower will be charged for issuing and processing Standby Letters of Credit for Borrower.

(vi) To allow Bank to automatically charge Borrower’s checking account for applicable fees, discounts, and other charges.

(vii) To pay Bank a non-refundable fee equal to two percent (2.0%) per annum of the face amount of each Standby Letter of Credit, payable in advance at the time of issuance of such Standby Letter of Credit. If there is an Event of Default under this Agreement, at Bank’s option, the amount of the fee may be increased by the Default Rate as set forth in Section 6.6 of this Agreement, effective starting on the day Bank provides notice of the increase to Borrower.

(e) Notwithstanding anything to the contrary in this Section 2.5, if, as of the EXIM Line Expiration Date (exclusive of any proviso in Section 2.2 and in the definition of ‘Final Disbursement Date’), any letter of credit for any reason remains outstanding, Borrower shall immediately Cash Collateralize such letters of credit. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to Bank, for the benefit of Bank, cash or deposit account balances in an amount equal to one hundred five percent (105%) of the aggregate amount then available for drawing under all outstanding letters of credit, pursuant to documentation in form and substance acceptable to Bank in its sole and absolute discretion. Such cash collateral shall be maintained in a blocked, interest-bearing deposit account at Bank shall be applied by Bank to the payment of drafts drawn under such letters of credit, and the unused portion thereof after all such letters of credit shall have expired or been fully drawn upon, if any, shall be applied to repay the obligations and liabilities of Borrower to Bank, in such order of application as provided in Section 2.3(d) of this Agreement. After all such letters of credit shall have expired or been fully drawn upon, all commitments to make loans under this Agreement have terminated and all other obligations and liabilities of Borrower to Bank have been paid in full, the balance, if any, in such blocked, interest-bearing deposit account at Bank shall be returned to Borrower or such other person as may be lawfully entitled thereto.

Loan Agreement (EXIM Line)

UNCONDITIONAL PROMISE TO PAY

For value received, Borrower hereby unconditionally promises to pay to the order of Bank, or its successors and assigns, in lawful money of the United States, the principal sum of Three Million U.S. Dollars ($3,000,000.00), or so much thereof, if any, as may be disbursed pursuant to this Agreement, with interest thereon from the date hereof (or the date of disbursement if different from such date) at the interest rate or rates stated herein, interest and principal to be paid as set forth herein and all other sums payable pursuant to this Agreement, including, but not limited to, any late charges. Borrower hereby waives presentment, demand for payment, protest and notice of protest, notice of dishonor, notice of acceleration, notice of intent to accelerate and all other notices and formalities in connection with this Article 3 of this Agreement.

FEES AND EXPENSES

4.1.

Fees.

(a) EXIM Bank Fee. ▇▇▇▇▇▇▇▇ agrees to pay Bank: (i) an annual guarantee fee equal to 125 basis points of the Maximum Amount and (ii) a one-time application fee of $100 at Closing. These first annual guarantee fee and the application fee are due on or before the date of this Agreement and the annual guarantee fee is due on the same day of each year thereafter until the EXIM Line Expiration Date.

(b) Bank Fee. ▇▇▇▇▇▇▇▇ agrees to pay Bank an annual fee of $1,000.00, with the first payment due on the date of this Agreement, and then annually thereafter on the anniversary date of this Agreement until the EXIM Line Expiration Date.

(c) Waiver Fee. If Bank, at its discretion, agrees to waive or amend any terms of this Agreement, Borrower will, at Bank’s option, pay Bank a fee for each waiver or amendment in an amount advised by Bank at the time Borrower requests the waiver or amendment. Nothing in this paragraph shall imply that Bank is obligated to agree to any waiver or amendment requested by Borrower. Bank may impose additional requirements as a condition to any waiver or amendment.

(d) Late Fee. To the extent permitted by law, ▇▇▇▇▇▇▇▇ agrees to pay a late fee in an amount not to exceed three percent (3%) of any payment that is more than ten (10) days late, subject to a minimum charge of Twenty Five Dollars ($25.00). The imposition and payment of a late fee shall not constitute a waiver of Bank’s rights with respect to the default.

4.2.

Expenses.

▇▇▇▇▇▇▇▇ agrees to immediately repay Bank for expenses that include, but are not limited to, filing, recording and search fees, appraisal fees, title report fees, and documentation fees.

4.3.

Reimbursement Costs.

(a) ▇▇▇▇▇▇▇▇ agrees to reimburse Bank for any expenses it incurs in the preparation of this Agreement and any agreement or instrument required by this Agreement. Expenses include, but are not limited to, reasonable attorneys’ fees, including any allocated costs or Bank’s in-house counsel to the extent permitted by applicable law.

Loan Agreement (EXIM Line)

(b) Except as set forth in Section 9.26, ▇▇▇▇▇▇▇▇ agrees to reimburse Bank for the cost of periodic field examinations of Borrower’s books, records and Collateral, and appraisals of the Collateral, at such intervals as Bank may reasonably require. The actions described in this paragraph may be performed by employees of Bank or by independent appraisers.

COLLATERAL

5.1.

First Security Interest in Certain Personal Property.

This Loan is secured by a first security interest in Export-Related Accounts Receivable, Export-Related Inventory, and Export-Related General Intangibles (“Collateral”). The Collateral is further defined in a Security Agreement executed by Borrower in connection with this Agreement.

5.2

Cross-Collateralization with Other Loans.

In addition, this Loan is secured by a junior security interest in any other personal property collateral securing any other present or future Obligations of Borrower to Bank (“Additional Collateral”), subject to the terms of priority set out in the loan documents evidencing such Obligations, including the Domestic LOC, Term Loan #1, Term Loan #2, and the Equipment Loan. The Additional Collateral shall be applied first to the satisfaction of all Obligations other than the EXIM Line and the balance, if any, to the EXIM Line.

DISBURSEMENTS, PAYMENTS AND COSTS

6.1.

Disbursements and Payments.

(a) Each payment by Borrower will be made in U.S. Dollars and immediately available funds by direct debit to a deposit account as described in this Agreement or by such other method as may be permitted by Bank.

(b) Bank may honor instructions for advances or repayments given by anyone of the individuals authorized to sign loan agreements on behalf of Borrower, or any other individual designated by anyone of such authorized Signers (each an “Authorized Individual”).

(d) For any payment under this Agreement made by debit to a deposit account, Borrower will maintain sufficient immediately available funds in the deposit account to cover each debit. If there are insufficient immediately available funds in the deposit account on the date Bank enters any such debit authorized by this Agreement, Bank may reverse the debit.

(e) Each disbursement by Bank and each payment by Borrower will be evidenced by records kept by Bank. In addition, Bank may, at its discretion, require Borrower to sign one or more promissory notes.

Loan Agreement (EXIM Line)

6.2.

Telephone and Telefax Authorization.

(a) Bank may honor telephone or telefax instructions for advances or repayments and telefax requests for the issuance of Standby Letters of Credit given, or purported to be given, by anyone of the Authorized Individuals.

(b) Borrower will indemnify and hold Bank harmless from all liability, loss, and costs in connection with any act resulting from telephone or telefax instructions Bank reasonably believes are made by any Authorized Individual. This paragraph will survive this Agreement’s termination, and will benefit Bank and its officers, employees, and agents.

6.3.

Direct Debit.

▇▇▇▇▇▇▇▇ agrees that on the date each payment of principal or interest or any fees from Borrower under this Agreement becomes due Bank will automatically debit such amounts from deposit account number 420370413 owned by Borrower, or such other of Borrower’s accounts with Bank as designated in writing by Borrower (“Designated Account”).

6.4.

Banking Days.

Unless otherwise provided in this Agreement, a banking day is a day other than a Saturday, Sunday or other day on which commercial banks are authorized to close, or are in fact closed, in the state where Bank’s lending office is located, and, if such day relates to amounts bearing interest at an offshore rate (if any), means any such day on which dealings in dollar deposits are conducted among banks in the offshore dollar interbank market. All payments and disbursements which would be due on a day which is not a banking day will be due on the next banking day. All payments received on a day which is not a banking day will be applied to the credit on the next banking day.

6.5.

Interest Calculation.

Except as otherwise stated in this Agreement, all interest and fees, if any, will be computed on the basis of a 360 day year and the actual number of days elapsed. This results in more interest or a higher fee than if a 365-day year is used. Installments of principal which are not paid when due under this Agreement shall continue to bear interest until paid.

6.6.

Default Rate.

Upon the occurrence of any Event of Default or after maturity or after judgment has been rendered on any obligation under this Agreement, all amounts outstanding under this Agreement, including any interest, fees, or costs which are not paid when due, will at the option of Bank bear interest at a rate which is five (5.0) percentage point(s) higher than the rate of interest otherwise provided under this Agreement (“Default Rate”). This may result in compounding of interest. This will not constitute a waiver of any Event of Default.

6.7.

Taxes.

(a) If any payments to Bank under this Agreement are made from outside the United States, Borrower will not deduct any foreign taxes from any payments it makes to Bank. If any such taxes are imposed on any payments made by Borrower (including payments under this paragraph), Borrower will pay the taxes and will also pay to Bank, at the time interest is paid, any additional amount which Bank specifies as necessary to preserve the after-tax yield Bank would have received if such taxes had not been imposed. Borrower will confirm that it has paid the taxes by giving Bank official tax receipts (or notarized copies) within thirty (30) days after the due date.

Loan Agreement (EXIM Line)

(b) Payments made by Borrower to Bank will be made without deduction of United States withholding or similar taxes. If Borrower is required to pay U.S. withholding taxes, Borrower will pay such taxes: in addition to the amounts due to Bank under this Agreement. If ▇▇▇▇▇▇▇▇ fails to make such tax payments when due, Borrower indemnifies Bank against any liability for such taxes, as well as for any related interest, expenses, additions to tax, or penalties asserted against or suffered by Bank with respect to such taxes.

6.8.

Payments in Kind.

If Bank requires delivery in kind of the proceeds of collection of ▇▇▇▇▇▇▇▇’s accounts receivable, such proceeds shall be credited to interest, principal, and other sums owed to Bank under this Agreement in the order and proportion determined by Bank in its sole discretion. All such credits will be conditioned upon collection and any returned items may, at Bank’s option, be charged to Borrower.

CONDITIONS

Before Bank is required to extend any credit to Borrower under this Agreement, it must receive any documents and other items it may reasonably require, in form and content acceptable to Bank, including any items specifically listed below.

7.1.

Authorizations.

If Borrower or any Guarantor is anything other than a natural Person, evidence that the execution, delivery and performance by Borrower and/or such Guarantor of this Agreement and any instrument or agreement required under this Agreement have been duly authorized.

7.2.

Governing Documents.

A copy of ▇▇▇▇▇▇▇▇’s organizational documents.

7.3.

Guaranties.

A Guaranty signed by each of following: Ferrite Microwave Technologies, LLC (“Ferrite”) and ▇▇▇▇▇▇ & Associates Investment Company, LLC (“Anania”).

7.4.

Security Agreements and Perfection Certificate.

Signed original security agreement and Perfection Certificate covering the personal property Collateral that Bank requires.

7.5.

Perfection and Evidence of Priority.

Evidence that the security interests and Liens in favor of Bank are valid, enforceable, properly perfected in a manner acceptable to Bank and prior to all others’ rights and interests, except those Bank consents to in writing.

Loan Agreement (EXIM Line)

7.6.

Payment of Fees.

Payment of all fees and other amounts due and owing to Bank, including without limitation the EXIM Bank Guarantee fee as required by the section entitled “Fees” and payment of all accrued and unpaid expenses incurred by Bank as required by the section entitled “Reimbursement Costs.”

7.7.

Good Standing.

Certificates of good standing for Borrower from its state of formation and from any other state in which Borrower is required to qualify to conduct its business.

7.8.

Subordination Agreements.

Subordination Agreements in a form and substance acceptable to Bank and its counsel from any shareholder, member, or affiliated entity that is owed money from Borrower.

7.9.

Landlord Agreement.

For any tangible Collateral located on real property which is not owned by Borrower (or the grantor of the security interest), an agreement from the owner of the real property.

7.10.

Insurance.

Evidence of Insurance coverage, as required in Article 9 of this Agreement.

7.11.

Other Required Documentation.

(a) Any items required by EXIM Bank in connection with the EXIM Bank Guarantee or which Bank may reasonably require.

(b) Such other documents, instruments and things as may be necessary or desirable in the discretion of Bank to perfect its security interest in the Collateral and to protect its rights with respect to the Collateral.

(c) All of the following documents: Officer’s Certificates of Borrower and Guarantors, as applicable, opinion letters from Borrower’s and Guarantors’ counsel regarding the due authority of each entity and the enforceability of the Loan Documents, subordination agreements, and any other reasonably required by the Bank in connection with a transaction of this nature.

REPRESENTATIONS AND WARRANTIES

When Borrower signs this Agreement, and until Bank is repaid in full, Borrower makes the following representations and warranties. Each request for an extension of credit constitutes a renewal of these representations and warranties as of the date of the request.

8.1.

Formation; Governance.

Borrower is duly formed and existing under the laws of the state or other jurisdiction where organized. Borrower is an Eligible Person. The exact legal name of ▇▇▇▇▇▇▇▇ and each Guarantor is correctly set forth in this Agreement. The books and records of ▇▇▇▇▇▇▇▇ and each Guarantor are accurate as of the date of this Agreement, and will so be maintained.

Loan Agreement (EXIM Line)

8.2.

Authorization.

This Agreement, and any instrument or agreement required hereunder, are within ▇▇▇▇▇▇▇▇’s powers, have been duly authorized, and do not conflict with any of its organizational papers.

8.3.

Enforceable Agreement.

This Agreement is a legal, valid and binding agreement of Borrower, enforceable against Borrower in accordance with its terms, and any instrument or agreement required hereunder, when executed and delivered, will be similarly legal, valid, binding and enforceable.

8.4.

Good Standing.

In each state in which Borrower does business, it is properly licensed, in good standing, and, where required, in compliance with fictitious name statutes.

8.5.

No Conflicts.

This Agreement does not conflict with any law, agreement, or obligation by which Borrower is bound.

8.6.

Financial Information.

All financial and other information that has been or will be supplied to Bank is sufficiently complete to give Bank accurate knowledge of Borrower’s (and any Guarantor’s) financial condition, including all material contingent liabilities. Since the date of the most recent financial statement provided to Bank, there has been no material adverse change in the business condition (financial or otherwise), operations, properties or prospects of Borrower (or any Guarantor). Any accounts receivable and inventory balances set forth on any Export-Related Borrowing Base Certificate delivered to Bank has been or shall have been, as applicable, reconciled by Borrower with its general ledger, Accounts Receivable Aging Report and inventory report.

8.7.

Lawsuits.

There is no lawsuit, tax claim or other dispute pending or threatened against Borrower which, if lost, would impair ▇▇▇▇▇▇▇▇’s financial condition or ability to repay the obligations under the Loan Documents, except as have been disclosed in writing to Bank.

8.8.

Collateral.

All Collateral required in this Agreement is owned by Borrower of the security interest free of any title defects or any Liens or interests of others, except for Permitted Liens and Liens in favor of Bank.

8.9.

Permits, Franchises.

Borrower possesses all permits, memberships, franchises, contracts and licenses required and all trademark rights, trade name rights, patent rights, copyrights, and fictitious name rights necessary to enable it to conduct the business in which it is now engaged.

Loan Agreement (EXIM Line)

8.10.

Other Obligations.

Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation, except as have been disclosed in writing to Bank.

8.11.

Tax Matters.

Borrower has no knowledge of any pending assessments or adjustments of its income tax for any year and all taxes due have been paid, except as have been disclosed in writing to Bank.

8.12.

No Event of Default.

There is no event which is, or with notice or lapse of time or both would be, an Event of Default under this Agreement.

8.13.

Insurance.

Borrower has obtained, and maintained in effect, the insurance coverage required in Article 9 of this Agreement.

8.14.

ERISA Plans.

(a) Each Plan (other than a multiemployer plan) is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law. Each Plan has received a favorable determination letter from the IRS and to the best knowledge of Borrower, nothing has occurred which would cause the loss of such qualification. Borrower has fulfilled its obligations, if any, under the minimum funding standards of ERISA and the Code with respect to each Plan, and has not incurred any liability with respect to any Plan under Title IV of ERISA.

(b) There are no claims, lawsuits or actions (including by any governmental authority), and there has been no prohibited transaction or violation of the fiduciary responsibility rules, with respect to any Plan which has resulted or could reasonably be expected to result in a material adverse effect.

(i) No reportable event has occurred under Section 4043(c) of ERISA for which the PBGC requires 30-day notice.

(ii) No action by Borrower or any ERISA Affiliate to terminate or withdraw from any Plan has been taken and no notice of intent to terminate a Plan has been filed under Section 4041 of ERISA.

(iii) No termination proceeding has been commenced with respect to a Plan under Section 4042 of ERISA, and no event has occurred or condition exists which might constitute grounds for the commencement of such a proceeding.

Loan Agreement (EXIM Line)

(d) The following terms have the meanings indicated for purposes of this Agreement:

(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(ii) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

(iii) “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Borrower within the meaning of Section 414(b) or (c) of the Code.

(iv) “PBGC” means the Pension Benefit Guaranty Corporation.

(v) “Plan” means a pension, profit-sharing, or stock bonus plan intended to quality under Section 401(a) of the Code, maintained or contributed to by Borrower or any ERISA Affiliate, including any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA.

8.15.

Location of Borrower/Places of Business.

The place of business of Borrower (or, if Borrower has more than one place of business, its chief executive office) is located at the address listed on the signature page of this Agreement. ▇▇▇▇▇▇▇▇’s other places of business are listed on Exhibit D, annexed hereto; Borrower represents that it has no other additional places of business other than those set forth on Exhibit D. ▇▇▇▇▇▇▇▇’s principal executive office and the office where ▇▇▇▇▇▇▇▇ keeps its records concerning its accounts, contract rights and other property, is that shown at the end of this Agreement.

8.16.

Merchantable Inventory; Compliance with FLSA.

All Export-Related Inventory is of good and merchantable quality and free from defects and has been produced in compliance with the requirements of the U.S. Fair Labor Standards Act (29 USC. §§201 et seq.).

8.17.

Trading With the Enemy.

Neither the execution of this Agreement nor the use of proceeds thereof violates the Trading With the Enemy Act of 1917, as amended, nor any of the foreign assets control regulations promulgated thereunder or under the International Emergency Economic Powers Act or the U.N. Participation Act of 1945 (collectively, “Acts”).

8.18.

Anti-Terrorism Act.

Neither Borrower nor, to the knowledge of Borrower, any of its owners, subsidiaries or affiliates, is in violation of any laws relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (“Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

Loan Agreement (EXIM Line)

Neither Borrower nor, to the knowledge of Borrower, any of its owners, subsidiaries or affiliates or other agent of Borrower acting or benefitting in any capacity in connection with the transactions contemplated hereunder, is any of the following: (i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a person with which Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or (v) a person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.

Neither Borrower nor, to the knowledge of Borrower, any agent of any of its owners, subsidiaries or affiliates acting in any capacity in connection with the transactions contemplated hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in this Section, (ii) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

8.19.

Owner List.

Exhibit C attached hereto (i) is a true, correct and complete shareholder list indicating each owner of Borrower and their respective ownership interests and (ii) depicts the entity organization of Borrower and Guarantors.

8.20.

Economic Impact Certification.

Each Economic Impact Certification executed and delivered to Bank by ▇▇▇▇▇▇▇▇ is and true, complete and correct.

8.21.

Location of Inventory.

All Export-Related Inventory shall be located at one or more of the addresses set forth on Exhibit D attached hereto, and such other addresses as Borrower may disclose from time to time by prior written notice to Bank.

8.22.

Confirmation of Information.

None of the information furnished to Bank by or on behalf of Borrower for purposes of this Agreement or any Loan Document or any transaction contemplated hereby or thereby contains, and none of such information hereinafter furnished will contain any material misstatement of fact, nor does or will any such information omit any material fact necessary to make such information not misleading at such time.

COVENANTS

▇▇▇▇▇▇▇▇ agrees, so long as credit is available under this Agreement and until Bank is repaid in full:

9.1.

Use of Proceeds.

To use the proceeds of the EXIM Line only for the purposes permitted under Section 2.01 of Borrower Agreement and not in violation of the Acts referred to in Sections 8.17 and 8.18 hereof.

Loan Agreement (EXIM Line)

9.2.

Compliance with Borrower Agreement.

With respect to the EXIM Line, to comply with each of the terms, covenants and provisions of Borrower Agreement. In the event of any conflict between any provision of this Agreement and a comparable provision in Borrower Agreement, Borrower shall comply with whatever provision is more restrictive or imposes a greater burden or obligation on Borrower.

9.3.

Financial Information - Borrower.

To provide the following financial information and statements in form and content acceptable to Bank, and such additional information as requested by Bank from time to time: Bank reserves the right, upon written notice to Borrower, to require Borrower to deliver financial information and statements to Bank more frequently than otherwise provided below, and to use such additional information and statements to measure any applicable financial covenants in this Agreement.

(a) Within one hundred twenty (120) days of the required filing date, copies of the federal income tax returns of Borrower, and copies of any extensions of the filing date within 30 days of the filing of such extension.

(b) Within one hundred twenty (120) days of the fiscal year end, annual financial statements of Borrower, audited by an independent certified public accountant acceptable to the Bank.

(c) Within thirty (30) days of the period’s end, quarterly financial statements of ▇▇▇▇▇▇▇▇, to include balance sheet, income statement and cash flow statement, certified and dated by an authorized financial officer. These financial statements may be company-prepared.

(d) An Export-Related Borrowing Base Certificate in the form of Exhibit E attached hereto (an “Export-Related Borrowing Base Certificate”) setting forth the Export-Related Borrowing Base as of the last day of each month, within fifteen (15) days after the end of each month (or more frequently if required by Bank), with accompanying copies of the Specific Export Orders relating to the Export-Related Accounts Receivable and the Export-Related Inventory, to the extent included in the Export-Related Borrowing Base. Any Export-Related Accounts Receivable and Export-Related Inventory that support the Export-Related Borrowing Base Certificate shall be reconciled with Borrower’s general ledger, Accounts Receivable Aging Report and inventory report.

(e) Borrower to provide annual field audits at each facility at each location. The audits shall be performed by an independent third party acceptable to Bank.

(f) Promptly, upon sending or receipt of copies of any management letters and correspondence relating to management letters, sent or received by Borrower or its affiliates to or from Borrower’s or the affiliate’s auditor. If no management letter is prepared, Bank: may, in its discretion, request a letter from such auditor stating that no deficiencies were noted that would otherwise be addressed in a management letter.

(g) Within one hundred twenty (120) days of the end of each fiscal year and within forty five (45) days of the end of each quarter, a compliance certificate of Borrower, in form and substance satisfactory to Bank, signed by an authorized financial officer and setting forth (i) the information and computations (in sufficient detail) to establish that Borrower is in compliance with all financial covenants at the end of the period covered by the financial statements then being furnished and (ii) whether there existed as of the date of such financial statements and whether there exists as of the date of the certificate, any Event of Default under this Agreement and, if any such Event of Default exists, specifying the nature thereof and the action Borrower is taking and proposes to take with respect thereto.

Loan Agreement (EXIM Line)

(h) An Accounts Receivable Aging Report aged from the invoice due date detailing the terms of the amounts due from each Buyer as of the last day of each month, within fifteen (15) days after the end of each month.

(i) A summary aging by vendor of accounts payable within fifteen (15) days after the end of each month.

(j) If Bank requires Borrower to deliver the proceeds of accounts receivable to Bank upon collection by ▇▇▇▇▇▇▇▇, a schedule of the amounts so collected and delivered to Bank.

(k) An inventory report within fifteen (15) days after the end of each month. The report must include a description of the inventory, its location and cost, and such other information as Bank may require.

(l) A listing of the names and addresses of all debtors obligated upon ▇▇▇▇▇▇▇▇’s accounts receivable within fifteen (15) days after the end of each quarter.

(m) Copies of all letters or credit issued in support of ▇▇▇▇▇▇▇▇’s accounts receivable.

(n) Promptly upon Bank’s request, such other books, records, statements, lists of property and accounts, budgets, forecasts or reports as to Borrower and as to each Guarantor of Borrower’s obligations to Bank, or other data concerning the Collateral, as Bank may request, but in no event more than 30 days following such request.

9.4.

Financial Information - Guarantors.

(a) Within one hundred twenty (120) days of fiscal year end of ▇▇▇▇▇▇, CPA Reviewed Quality Consolidated and Consolidating Business Financial Statements of Guarantor.

(b) Within one hundred twenty (120) days of the fiscal year end, annual financial statements of Ferrite, audited by an independent certified public accountant acceptable to the Bank.

(c) Ferrite to provide monthly Borrowing Base Certificates with accompanying copies of the Accounts Receivable and Inventory report.

Loan Agreement (EXIM Line)

(d) Ferrite to provide annual field audits at each facility at each location. The audits shall be performed by an independent third party acceptable to Bank.

(e) Within thirty (30) days of the period’s end, quarterly financial statements of each Guarantor that is an entity, certified and dated by an authorized financial officer of such entity. These financial statements may prepared by the party covered by the financial statements.

(f) Copies of the federal income tax return(s) for each Guarantor, including copies of all K-1s and other schedules, within one hundred twenty (120) days of the end of the Guarantor’s fiscal year, and, if requested by Bank, copies of any extensions of the filing date.

(g) Such additional financial information regarding Borrower or any Guarantor, pledgor, accommodation party or other Obligor with respect to the EXIM Line as Bank shall request.

9.5.

Gross Debt Service Coverage Ratio (“Gross DSCR”).

To maintain on a consolidated basis with MEGA and Ferrite a Gross DSCR of at least 1.50:1.00, to be tested quarterly on a trailing 12-month basis beginning on June 30, 2020 and quarterly thereafter, defined as EBITDA divided by scheduled interest and principal payments on all debt. In addition, the Gross DSCR shall be tested annually beginning on December 31, 2020 utilizing CPA prepared audited combined financial statements of Mega and Ferrite. The Gross DSCR shall be calculated using the actual debt service obligations in the period being tested.

9.6.

Net Debt Service Coverage Ratio (“Net DSCR”).

To maintain on a consolidated basis with MEGA and Ferrite a Net Debt Service Coverage Ratio of at least 1.20:1.00, to be tested quarterly on a trailing 12-month basis beginning on June 30, 2020 and quarterly thereafter, defined as: EBITDA less distributions (for tax payments only) and internally funded capital expenditures, divided by scheduled interest and principal payments on all debt. In addition, the Net DSCR shall be tested annually beginning on December 31, 2020 utilizing CPA prepared audited combined financial statements of Mega and Ferrite. The Net DSCR shall be calculated using the actual debt service obligations in the period being tested.

9.7.

Senior Funded Debt to EBITDA Ratio.

Not to permit its Senior Funded Debt to EBITDA Ratio to be greater than 3.0 to 1.0, to be tested quarterly on a trailing 12-month basis beginning on June 30, 2020 and quarterly thereafter, based upon the combined financial statements of MEGA and Ferrite. In addition, the Senior Funded Debt to EBITDA Ratio shall be tested annually beginning on December 31, 2020 based upon the combined financial statements of MEGA and Ferrite.

9.8.

Total Funded Debt to EBITDA Ratio.

Not to permit its Total Funded Debt to EBITDA Ratio to be greater than 5.0 to 1.0, to be tested quarterly on a trailing 12-month basis beginning on June 30, 2020 and quarterly thereafter, based upon the combined financial statements of MEGA and Ferrite. In addition, the Total Funded Debt to EBITDA Ratio shall be tested annually beginning on December 31, 2020 based upon the combined financial statements of MEGA and Ferrite.

Loan Agreement (EXIM Line)

9.9.

Other Debts.

Not to have outstanding or incur any direct or contingent liabilities or lease obligations (other than those to Bank), or become liable for the liabilities of others, without Bank’s written consent. This does not prohibit:

(a) Acquiring goods, supplies, or merchandise on normal trade credit.

(b) Endorsing negotiable instruments received in the usual course of business.

(d) Liabilities, lines of credit and leases in existence on the date of this Agreement disclosed in writing to Bank in Borrower’s most recent financial statement.

9.10.

Other Liens.

Not to create, assume, or allow any security interest or Lien (including judicial liens) on property Borrower now or later owns, except:

(a) Liens and security interests in favor of Bank.

(b) Permitted Liens (as defined in the Borrower’s Agreement).

9.11.

Maintenance of Assets.

(a) Not to sell, assign, lease, transfer or otherwise dispose of any part of Borrower’s business or Borrower’s assets except in the ordinary course of Borrower’s business.

(b) Not to sell, assign, lease, transfer or otherwise dispose of any assets for less than fair market value, or enter into any agreement to do so.

(d) To maintain and preserve all rights, privileges, and franchises Borrower now has or obtains during the term of this Agreement.

(e) To make any repairs, renewals, or replacements to keep Borrower’s properties in good working condition.

9.12.

Investments.

Not to have any existing, or make any new, investments in any individual or entity, or make any capital contributions or other transfers of assets to any individual or entity , except for:

(a) Existing investments disclosed to Bank in writing.

Loan Agreement (EXIM Line)

(b) Capital investments in Borrower’s current subsidiaries.

(i) certificates of deposit;

(ii) U.S. treasury bills and other obligations of the federal government;

(iii) readily marketable securities (including commercial paper; but excluding restricted stock and stock subject to the provisions of Rule 144 of the Securities and Exchange Commission).

9.13.

Loans.

Not to make any loans, advances or other extensions of credit to any Person, except for:

(a) Existing extensions of credit disclosed to Bank in writing.

(b) Extensions of credit to ▇▇▇▇▇▇▇▇’s current subsidiaries.

(c) Extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business to non-affiliated entities.

9.14.

Change of Management.

Not to make any substantial change in the present executive or management personnel of ▇▇▇▇▇▇▇▇.

9.15.

Change of Ownership.

Not to cause, permit, or suffer any change in capital ownership such that there is a change of more than twenty five percent (25%) in the direct or indirect capital ownership of Borrower. Borrower agrees every Controlling Affiliate shall be a Guarantor, and if a Person becomes a Controlling Affiliate after the date hereof, Borrower shall cause such Controlling Affiliate to become a Guarantor.

9.16.

Additional Negative Covenants.

Not to, without Bank’s written consent:

(a) Enter into any consolidation, merger, or other combination, or become a partner in a partnership, a member of a joint venture, or a member of a limited liability company.

(b) Acquire or purchase a business or its assets.

(d) Liquidate or dissolve ▇▇▇▇▇▇▇▇’s business.

(e) Voluntarily suspend ▇▇▇▇▇▇▇▇’s business for more than seven (7) days in any thirty (30) day period.

Loan Agreement (EXIM Line)

(f) Make any distributions to holders of equity interest in the Borrower in an amount greater than the tax liabilities of such equity interest holders incurred through distributions in the ordinary course of Borrower’s business. No payment of any distribution shall be made if such payment results in a violation of any debt covenants or other event of default under the Loan Documents.

(g) Other than the purchase by MEGA of the shares of Ferrite on near or even date herewith, Borrower shall not purchase any membership interest of any class of Borrower unless approved by EXIM Bank.

9.17.

Notices to Bank.

To promptly notify Bank in writing of:

(a) Any lawsuit over One Hundred Fifty Thousand Dollars ($150,000.00) against Borrower or any Obligor.

(b) Any substantial dispute between any governmental authority and Borrower or any Obligor.

(c) Any Event of Default under this Agreement, or any event which, with notice or lapse of time or both, would constitute an Event of Default.

(d) Any material adverse change in Borrower’s or any Obligor’s business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit.

(e) Any change in Borrower’s or any Obligor’s name, legal structure, state of registration (for a registered entity), place of business, or chief executive office if Borrower or any Obligor has more than one place of business.

(f) Any contingent liabilities of Borrower or any Obligor, and any such contingent liabilities which are reasonably foreseeable, where such liabilities are in excess of One Hundred Thousand Dollars ($100,000.00) in the aggregate.

9.18.

Insurance.

(a) General Business Insurance. To maintain insurance satisfactory to Bank as to amount, nature and carrier covering property damage (including loss of use and occupancy) to any of Borrower’s properties, business interruption insurance, public liability insurance including coverage for contractual liability, product liability and workers’ compensation, and any other insurance which is usual for Borrower’s business. The insurance must include a lender’s additional insured endorsement naming Bank as its interest appears in a form acceptable to Bank. Each policy shall provide for at least thirty (30) days prior notice to Bank of any cancellation thereof.

(b) Insurance Covering Collateral. To maintain all risk property damage insurance policies (including without limitation windstorm coverage, and hurricane coverage as applicable) covering the tangible property comprising the Collateral. Each insurance policy must be in an amount acceptable to Bank. The insurance must be issued by an insurance company acceptable to Bank and must include a lender’s loss payable endorsement in favor of Bank in a form acceptable to Bank. Each policy shall provide for at least thirty (30) days prior notice to Bank of any cancellation thereof.

Loan Agreement (EXIM Line)

(c) Export Credit Insurance. Borrower shall obtain and maintain an export credit insurance with respect to Export-Related Accounts Receivable, and such insurance policy shall be assigned to Bank and Bank shall be designated in such insurance policy as loss payee.

(d) Evidence of Insurance. Upon the request of Bank, to deliver to Bank a copy of each insurance policy, or, if permitted by Bank, a certificate of insurance listing all insurance in force.

9.19

Compliance with Laws.

To comply with the laws (including any fictitious or trade name statute), regulations, and orders of any government body with authority over ▇▇▇▇▇▇▇▇’s business. Bank shall have no obligation to make any advance to Borrower except in compliance with all applicable laws and regulations and Borrower shall fully cooperate with Bank in complying with all such applicable laws and regulations.

9.20.

ERISA Plans.

Promptly during each year, to pay and cause any subsidiaries to pay contributions adequate to meet at least the minimum funding standards under ERISA with respect to each and every Plan; file each annual report required to be filed pursuant to ERISA in connection with each Plan for each year; and notify Bank within ten (10) days of the occurrence of any Reportable Event that might constitute grounds for termination of any capital Plan by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer any Plan. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. Capitalized terms in this section shall have the meanings defined within ERISA.

9.21.

Books and Records.

To maintain adequate books and records.

9.22.

Audits.

Upon reasonable notice, to allow Bank and its agents to inspect Borrower’s properties and examine, audit, and make copies of books and records at any reasonable time. If any of ▇▇▇▇▇▇▇▇’s properties, books or records are in the possession of a third party, ▇▇▇▇▇▇▇▇ authorizes that third party to permit Bank or its agents to have access to perform inspections or audits and to respond to Bank’s requests for information concerning such properties, books and records.

9.23.

Perfection of Liens.

To help Bank perfect and protect its security interests and Liens, and reimburse it for related costs it incurs to protect its security interests and Liens.

9.24.

Cooperation.

To take any action reasonably requested by Bank to carry out the intent of this Agreement and the Loan Documents.

Loan Agreement (EXIM Line)

9.25.

Intentionally Omitted.

9.26.

Field Exams.

Upon reasonable notice, to allow Bank and its agents, at Bank’s discretion, to inspect Borrower’s properties and examine, audit, and make copies of books and records at any reasonable time. If any of ▇▇▇▇▇▇▇▇’s properties, books or records are in the possession of a third party, ▇▇▇▇▇▇▇▇ authorizes that third party to permit Bank or its agents to have access to perform inspections or audits and to respond to Bank’s requests for information concerning such properties, books and records. Borrower shall pay for the cost of semi-annual field exams and for any audits or exams after an Event of Default has occurred hereunder. Subject to EXIM Bank’s approval, Bank may substitute audited annual financial statements of Borrower for one of the semi-annual field exams; provided, that, unless otherwise approved by EXIM Bank, the field examination date Bank selects for such substitute audited financial statements is the date of Borrower’s fiscal year end and the substitute audited financial statements are completed and provided to Bank no later than one hundred twenty (120) days following such field examination date.

9.27.

Continued Security Interest.

Borrower shall not change (a) its name or identity in any manner, (b) the location of its principal place of business or its Jurisdiction of organization or formation, (c) the location of any Collateral or (d) the location of any of the books or records related to the Collateral, in each instance without giving thirty (30) days prior written notice thereof to Bank and taking all actions deemed necessary or appropriate by Bank to continuously protect and perfect Bank’s Liens upon the Collateral.

9.28.

Terms or Sale of Items.

▇▇▇▇▇▇▇▇ agrees that the terms of sale for Items shall be typical for the industry but in no event shall allow for payment more than ninety (90) days following the original invoice date, and the terms of sale may include those terms set forth on Exhibit F attached hereto.

9.29.

Keepwell Undertaking.

Borrower hereby absolutely, unconditionally and irrevocably undertakes that if it is a Qualified ECP Guarantor at the time the guaranty by an Obligor or other third party that is not then an ‘eligible contract participant’ under the Commodity Exchange Act (each, a “Specified Party”), or the grant of a security interest to Bank by any such Specified Party, in either case, becomes effective with respect to any Swap Contract (as defined in the Security Agreement), to provide such funds or other support to such Specified Party that is a corporation, partnership, proprietorship, organization, trust or other entity as may be needed by such Specified Party from time to time to honor all of its obligations in respect of such Swap Contract. Borrower intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a keepwell, support, or other agreement’ for the benefit of, each Specified Party for all purposes of the Commodity Exchange Act.

9.30.

Anti-Terrorism and Other Laws.

Borrower covenants and agrees that during the term of this Agreement, neither Borrower nor any of its owners, subsidiaries or affiliates shall, directly or indirectly, by operation of law or otherwise (i) knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in this Section, (ii) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, (iii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempt to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and Borrower shall deliver to Bank any certification or other evidence requested from time to time by Bank in its reasonable discretion, confirming Borrower’s compliance with this section, or (iv) cause or permit any of the funds of Borrower that are used to repay any loans to be derived from any unlawful activity with the result that the making of any loans would be in violation of law.

Loan Agreement (EXIM Line)

Borrower covenants and agrees that during the term of this Agreement, neither Borrower nor any of its owners, subsidiaries or affiliates shall, directly or indirectly, by operation of law or otherwise, knowingly cause or permit (i) any of the funds or properties of Borrower or any of its owners, subsidiaries or affiliates that are used to repay any loans to constitute property of, or be beneficially owned directly or indirectly by, any person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that is identified on (A) “List of Specially Designated Nationals and Blocked Person” (“SDN List”) maintained by OFAC and/or on any other similar list (“Other List”) maintained by OFAC pursuant to any authorizing statutes including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with the result that the investment in Borrower (whether directly or indirectly) is prohibited by law, or any loans made by Bank would be in violation of law, or (B) the Executive Order, any related enabling legislation or any other similar Executive Orders, or (ii) any Embargoed Person to have any direct or indirect interest, or any nature whatsoever in Borrower or any of its owners, subsidiaries or affiliates, with the result that the investment in Borrower (whether directly or indirectly) is prohibited by law or any of the transactions contemplated hereunder is in violation of law.

9.31.

Cooperation.

Borrower will, at its expense, upon request of Bank promptly and duly execute and deliver such documents and assurances and take such actions as may be necessary or desirable or as Bank may request in order to correct any defect, error or omission which may at any time be discovered or to more effectively carry out the intent and purpose of this Agreement and to establish, perfect and protect Bank’s security interest, rights and remedies created or intended to be created hereunder. Without limiting the generality of the above, ▇▇▇▇▇▇▇▇ will join with Bank in executing notices appropriate under applicable Federal or state law in form satisfactory to Bank and filing the same in all public offices and jurisdictions wherever and whenever requested by Bank.

9.32.

Confirmation of Information.

9.33

Landlord Waivers/Guarantees/Affiliates.

Borrower will provide landlord waivers in a form acceptable to Bank from the landlords at each of the locations listed on Exhibit D within ten (10) days of Bank’s request for such waiver. Within ten (10) days of a request from Bank and/or EXIM Bank, Borrower will deliver a guaranty, in a form substantially similar to those executed by Guarantors, from any of Borrower’s or Guarantors’ affiliates or subsidiaries.

Loan Agreement (EXIM Line)

9.34.

Bank as Principal Depository.

To maintain Bank as its principal depository bank, including for the maintenance of business, cash management, operating and administrative deposit accounts.

10.

HAZARDOUS SUBSTANCES

10.1.

Indemnity Regarding Hazardous Substances.

Borrower will indemnify and hold harmless Bank from any loss or liability Bank incurs in connection with or as a result of this Agreement, which directly or indirectly arises out of the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of a hazardous substance. This indemnity will apply whether the hazardous substance is on, under or about Borrower’s property or operations or property leased to Borrower. The indemnity includes, but is not limited to attorneys’ fees (including the reasonable estimate of the allocated cost of in-house counsel and staff). The indemnity extends to Bank, its parent, subsidiaries and all of their directors, officers, employees, agents, successors, attorneys and assigns.

10.2.

Compliance Regarding Hazardous Substances.

Borrower represents and warrants that Borrower has complied with all current laws, regulations and ordinances or other requirements, and warrants that it will comply with all future laws, regulations and ordinances or other requirements, of any governmental authority relating to or imposing liability or standards of conduct concerning protection of health or the environment or hazardous substances.

10.3.

Notices Regarding Hazardous Substances.

Until full repayment of the loan, Borrower will promptly notify Bank in writing of any threatened or pending investigation of Borrower or its operations by any governmental agency under any current or future law, regulation of ordinance pertaining to any hazardous substance.

10.4

Site Visits, Observations and Testing.

Bank and its agents and representatives will have the right at any reasonable time, after giving reasonable notice to Borrower, to enter and visit any locations where the Collateral is located for the purposes of observing the Collateral, taking and removing environmental samples, and conducting tests. Borrower shall reimburse Bank on demand for the costs of any such environmental investigation and testing. Bank will make reasonable efforts during any site visit, observation or testing conducted pursuant this section to avoid interfering with ▇▇▇▇▇▇▇▇’s use of the Collateral. Bank is under no duty to observe the Collateral or to conduct tests, and any such acts by Bank will be solely for the purposes of protecting Bank’s security and preserving Bank’s rights under this Agreement. No site visit observation or testing or any report or findings made as a result thereof (“Environmental Report”) (i) will result in a waiver of any Event of Default of Borrower; (ii) impose any liability on Bank; or (iii) be a representation or warranty of any kind regarding the Collateral (including its condition or value or compliance with any laws) or the Environmental Report (including its accuracy or completeness). In the event Bank has a duty or obligation under applicable laws, regulations or other requirements to disclose an Environmental Report to Borrower or any other party, Borrower authorizes Bank to make such a disclosure. ▇▇▇▇▇▇▇▇ further understands and agrees that any Environmental Report or other information regarding a site visit, observation or testing that is disclosed to Borrower by Bank or its agents and representatives is to be evaluated (including any reporting or other disclosure obligations of Borrower) by Borrower without advice or assistance from Bank.

Loan Agreement (EXIM Line)

10.5.

Definition of Hazardous Substances.

“Hazardous substances” means any substance, material or waste that is or becomes designated or regulated as “toxic,” “hazardous,” “pollutant,” or “contaminant” or a similar designation or regulation under any current or future federal, state or local law (whether under common law, statute, regulation or otherwise) or judicial or administrative interpretation of such, including without limitation petroleum or natural gas.

10.6.

Continuing Obligation.

Borrower’s obligations to Bank under this Article, except the obligation to give notices to Bank, shall survive termination of this Agreement and repayment of Borrower’s obligations to Bank under this Agreement.

11.

EVENTS OF DEFAULT AND REMEDIES

If any of the following events of default (each, an “Event of Default”) occurs, Bank may do one or more of the following: declare Borrower in default, stop making any additional credit available to Borrower, and require Borrower to repay its entire debt immediately and without prior notice. If an event which, with notice or the passage of time, will constitute an Event of Default has occurred and is continuing, Bank has no Obligation to make advances or extend additional credit under this Agreement. In addition, if any Event of Default occurs, Bank shall have all rights, powers and remedies available under any instruments and agreements required by or executed in connection with this Agreement, as well as all rights and remedies available at law or in equity. If an Event of Default occurs under the section entitled “Bankruptcy,” below, with respect to Borrower, then the entire debt outstanding under this Agreement will automatically be due immediately.

11.1.

Failure to Pay.

Borrower fails to make a payment under this Agreement when due.

11.2.

Other Bank Agreements.

Any default occurs under any other agreement Borrower (or any Obligor) or any of Borrower’s related entities or affiliates has with Bank or any affiliate of Bank.

11.3.

Cross-default.

Any default occurs under any agreement in connection with any indebtedness for borrowed money that Borrower (or any Obligor) or any of Borrower’s related entities or affiliates has obtained from anyone else or which Borrower (or any Obligor) or any of Borrower’s related entities or affiliates has guaranteed.

11.4.

False Information.

Borrower or any Obligor has given Bank false or misleading information or representations.

Loan Agreement (EXIM Line)

11.5.

Bankruptcy.

Borrower, any Obligor, or any general partner of Borrower or of any Obligor files a bankruptcy petition, a bankruptcy petition is filed against any of the foregoing parties, or Borrower, any Obligor, or any general partner of Borrower or of any Obligor makes a general assignment for the benefit of creditors.

11.6.

Receivers.

A receiver or similar official is appointed for a substantial portion of ▇▇▇▇▇▇▇▇’s or any Obligor’s business, or the business is terminated, or, if any Obligor is anything other than a natural Person, such Obligor is liquidated or dissolved.

11.7.

Lien Priority.

Bank fails to have an enforceable first Lien (except for Permitted Liens or any other prior Liens to which Bank has consented in writing) on or security interest in any property given as security for this Agreement (or any Guaranty).

11.8.

Judgments.

Any judgments or arbitration awards are entered against Borrower or any Obligor, or Borrower or any Obligor enters into any settlement agreements with respect to any litigation or arbitration, in an aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000.00) or more in excess of any insurance coverage.

11.9

Death.

If any Obligor is a natural Person, such Obligor dies or becomes legally incompetent; if any Obligor is a trust, a trustee dies or becomes legally incompetent; if any Obligor is a partnership, any general partner dies or becomes legally incompetent.

11.10.

Material Adverse Change.

A material adverse change occurs, or is reasonably likely to occur, in Borrower’s (or any Obligor’s) business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit. For purposes of this subsection 11.10, “material adverse change” means a substantial change in the Borrower’s business condition that threatens the long-term financial viability of the Borrower.

11.11.

Government Action.

Any government authority takes action that Bank believes materially adversely affects Borrower’s or any Obligor’s financial condition or ability to repay.

11.12.

Default under Related Documents.

Any default occurs under any Guaranty, subordination agreement, security agreement, deed of trust, mortgage, or other document required by or delivered in connection with this Agreement or any such document is no longer in effect, or any Guarantor purports to revoke or disavow the Guaranty.

Loan Agreement (EXIM Line)

11.13.

ERISA Plans.

Anyone or more of the following events occurs with respect to a Plan of Borrower subject to Title IV of ERISA, provided such event or events could reasonably be expected, in the judgment of Bank, to subject Borrower to any tax, penalty or liability (or any combination of the foregoing) which, in the aggregate, could have a material adverse effect on the financial condition of Borrower:

(a) A reportable event shall occur under Section 4043(c) of ERISA with respect to a Plan.

(b) Any Plan termination (or commencement of proceedings to terminate a Plan) or the full or partial withdrawal from a Plan by Borrower or any ERISA Affiliate.

11.14.

Other Breach Under Agreement.

A default occurs under any other term or condition of this Agreement not specifically referred to in this Article. This includes without limitation (i) any borrowing base requirements, (ii) line of credit amount limitations, and (iii) any failure or anticipated failure by Borrower (or any other party named in Article 9 of this Agreement) to comply with any financial covenants set forth in this Agreement, whether such failure is evidenced by financial statements delivered to Bank or is otherwise known to Borrower or Bank.

11.15.

Breach Under Borrower Agreement.

Borrower breaches or defaults under any term, condition or provision of Borrower Agreement.

12.

ENFORCING THIS AGREEMENT; MISCELLANEOUS

12.1.

GAAP.

Except as otherwise stated in this Agreement, all financial information provided to Bank and all financial covenants will be made under GAAP, consistently applied.

12.2.

Disposition of Schedules and Reports.

Bank will not be obligated to return any schedules, invoices, statements, budgets, forecasts, reports or other papers delivered by ▇▇▇▇▇▇▇▇. Bank will destroy or otherwise dispose of such materials at such time as Bank, in its discretion, deems appropriate.

12.3.

Returned Merchandise.

Until Bank exercises its rights to collect the accounts receivable constituting Collateral as security for this Agreement, Borrower may continue its present policies for returned merchandise and adjustments. Credit adjustments with respect to returned merchandise shall be made immediately upon receipt of the merchandise by ▇▇▇▇▇▇▇▇ or upon such other disposition of the merchandise by the account debtor in accordance with Borrower’s instructions. If a credit adjustment is made with respect to any Export- Related Accounts Receivable, the amount of such adjustment shall no longer be included in the amount of such Export-Related Accounts Receivable in computing the Export-Related Borrowing Base.

Loan Agreement (EXIM Line)

12.4.

Release of Information to EXIM Bank.

Borrower authorizes Bank to release to EXIM Bank such information and records as EXIM Bank may from time to time request concerning matters relating to this Agreement, the EXIM Line and any other loans or extensions of credit provided by Bank to Borrower.

12.5.

Verification of Receivables.

Bank may at any time, either orally or in writing, request confirmation from any account debtor of the current amount and status of the accounts receivable upon which such debtor is obligated.

12.6.

Waiver of Confidentiality.

▇▇▇▇▇▇▇▇ authorizes Bank to discuss ▇▇▇▇▇▇▇▇’s financial affairs and business operations with any accountants, auditors, business consultants, or other professional advisors employed by Borrower, and authorizes such parties to disclose to Bank such financial and business information or reports (including management letters) concerning Borrower as Bank may request.

12.7.

Indemnification.

Borrower will Indemnify and hold tile Bank harmless from any loss, liability damages, judgments, and costs of any kind relating to or arising directly or indirectly out of (a) this Agreement, the other Loan Documents or any document required hereunder, (b) any credit extended or committed by Bank to Borrower hereunder, (c) any claim, whether well-founded or otherwise, that there has been a failure to comply with any law regulating Borrower’s sales or leases to or performance of services for debtors obligated upon ▇▇▇▇▇▇▇▇’s accounts receivable and disclosures in connection therewith, and (d) any litigation or proceeding related to or arising out of this Agreement, any such document, any such credit, or any such claim. This indemnity includes but is not limited to attorneys’ fees (including the allocated cost of in-house counsel). This indemnity extends to Bank, its parent, subsidiaries and all of their directors, officers, employees, agents, successors, attorneys, and assigns. This indemnity will survive repayment of Borrower’s obligations to Bank. All sums due to Bank hereunder shall be obligations of ▇▇▇▇▇▇▇▇, due and payable immediately without demand.

12.8.

Governing Law.

This Agreement and the rights and obligations of Borrower and Bank shall be governed by and construed in accordance with the laws of the State of New Hampshire without regard to conflicts of laws principles and the laws of the United States as the same may be applicable. To the extent that Bank has greater rights or remedies under federal law, whether as a national bank or otherwise, this section shall not be deemed to deprive Bank of such rights and remedies as may be available under federal law.

12.9.

Consent to Jurisdiction.

TO INDUCE BANK TO ACCEPT THIS AGREEMENT, ▇▇▇▇▇▇▇▇ IRREVOCABLY AGREES THAT, SUBJECT TO BANK’S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LITIGATED IN ANY STATE OR FEDERAL COURT HAVING SITUS IN THE STATE OF NEW HAMPSHIRE. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW HAMPSHIRE. IN ADDITION, BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY DEFENSE ASSERTING AN INCONVENIENT FORUM IN CONNECTION THEREWITH.

Loan Agreement (EXIM Line)

12.10.

Waiver of Jury Trial.

TO THE EXTENT PERMITTED BY LAW, ▇▇▇▇▇▇▇▇ AND BANK EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (A) UNDER THIS AGREEMENT OR ANY RELATED AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS AGREEMENT OR (B) ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. ▇▇▇▇▇▇▇▇ AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST BANK OR ANY OTHER PERSON INDEMNIFIED UNDER THIS AGREEMENT ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. THE PARTIES AGREE AND UNDERSTAND THAT THE EFFECT OF THIS AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.

12.11.

Successors and Assigns.

This Agreement is binding on Borrower’s and Bank’s Successors and assignees. ▇▇▇▇▇▇▇▇ agrees that it may not assign this Agreement without Bank’s prior consent. Bank may sell participations in or assign this loan and any credit facilities hereunder, and may exchange information about Borrower (including, without limitation, any information regarding any hazardous substances) with actual or potential participants or assignees, including without limitation EXIM Bank. If a participation is sold or the loan is assigned, the purchaser will have the right of set-off against Borrower.

12.12.

Severability; Waivers.

If any part of this Agreement is not enforceable, the rest of the Agreement may be enforced. Bank retains all rights, even if it makes a loan after an Event of Default. If Bank waives an Event of Default, it may enforce a later Event of Default. Any consent or waiver under this Agreement must be in writing.

12.13.

Attorneys’ Fees.

Borrower shall reimburse Bank for any reasonable costs and attorneys’ fees incurred by Bank in connection with the enforcement or preservation of any rights or remedies under this Agreement and any other documents executed in connection with this Agreement, and in connection with any amendment, waiver, “workout” or restructuring under this Agreement. In the event of a lawsuit or arbitration proceeding, the prevailing party is entitled to recover costs and reasonable attorneys’ fees incurred in connection with the lawsuit or arbitration proceeding, as determined by the court or arbitrator. In the event that any case is commenced by or against Borrower under Bankruptcy Code (Title 11, United States Code) or any similar or successor statute, Bank is entitled to recover costs and reasonable attorneys’ fees incurred by Bank related to the preservation, protection, or enforcement of any right” of Bank in such a case. As used in this section, “attorneys’ fees” includes the allocated costs of Bank’s in-house counsel.

12.14.

Set-Off.

(a) In addition to any rights and remedies of Bank provided by law, upon the occurrence and during the continuance of any Event of Default under this Agreement, Bank is authorized, at any time, to set off and apply any and all Deposits of Borrower or any Obligor held by Bank or its affiliates against any and all Obligations owing to Bank. The set-off may be made irrespective of whether or not Bank shall have made demand under this Agreement or any Guaranty, and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable Deposits and without regard for the availability or adequacy of other collateral. Any Deposits may be converted, sold or otherwise liquidated at prevailing market prices in order to effect such set-off.

Loan Agreement (EXIM Line)

(b) The set-off may be made without prior notice to Borrower or any other party, any such notice being waived by Borrower (on its own behalf and on behalf of each Obligor) to the fullest extent permitted by law. Bank agrees promptly to notify Borrower after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set off and application.

(c) For the purposes of this paragraph, “Deposits” means any deposits (general or special, time or demand, provisional or final, individual or joint) as well as any money, instruments, securities, credits, claims, demands, income or other property, rights or interests owned by Borrower or any Obligor which come into the possession or custody or under the control of Bank or its affiliates.

12.15.

One Agreement.

This Agreement and any related security or other agreements required by this Agreement, collectively:

(a) represent the sum of the understandings and agreements between Bank and Borrower concerning this credit;

(b) replace any prior oral or written agreements between Bank and Borrower concerning this credit; and

Subject to Section 9.2 hereof, in the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail. Any reference in any related document to a “promissory note” or a “note” executed by ▇▇▇▇▇▇▇▇ and dated as of the date of this Agreement shall be deemed to refer to this Agreement, as now in effect or as hereafter amended, renewed, or restated.

12.16.

Notices.

Unless otherwise provided in this Agreement or in another agreement between Bank and Borrower, all notices required under this Agreement shall be personally delivered or sent by first class mail, postage prepaid, or by overnight mail or courier, to the addresses on the signature page of this Agreement, or sent by facsimile to the fax numbers listed on the signature page, or to such other addresses as Bank and Borrower may specify from time to time in writing. Notices and other communications shall be effective (i) if mailed, upon the earlier of receipt or five (5) days after deposit in the U.S. mail, first class, postage prepaid, (ii) if telecopied when transmitted, or (iii) if hand-delivered, by courier or otherwise (including telegram, lettergram or mailgram) or if mailed by overnight mail, when delivered.

Loan Agreement (EXIM Line)

12.17.

Headings.

Article, section and paragraph headings are for reference only and shall not affect the interpretation or meaning of any provisions of this Agreement.

12.18.

Counterparts.

This Agreement may be executed in as many counterparts as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement. Delivery of an executed counterpart of this Agreement (or of any agreement or document required by this Agreement and any amendment to this Agreement) by telecopy or other electronic imaging means shall be as effective as delivery of a manually executed counterpart of this Agreement; provided, however, that the telecopy or other electronic image shall be promptly followed by an original if required by Bank.

12.19.

Borrower Information; Reporting to Credit Bureaus.

Borrower authorizes Bank at any time to verify or check any information given by Borrower to Bank, check ▇▇▇▇▇▇▇▇’s credit references, verify employment, and obtain credit reports. ▇▇▇▇▇▇▇▇ agrees that Bank shall have the right at all times to disclose and report to credit reporting agencies and credit rating agencies such information pertaining to Borrower and/or all Guarantors as is consistent with Bank’s policies and practices from time to time in effect.

12.20.

Interest Rates.

▇▇▇▇▇▇▇▇ agrees that the interest rate(s) specified in this Agreement shall be the applicable interest rate(s) due (i) on amounts outstanding hereunder notwithstanding any rate of interest prescribed by statute from time to time, and (ii) on any amounts outstanding on or after default, maturity or judgment, the initiation of litigation for collection, or the initiation of any foreclosure proceeding with respect to any collateral securing Borrower’s obligations to Bank.

12.21.

Limitation of Interest and Other Charges.

If, at any time, the rate of interest., together with all amounts which constitute interest and which are reserved, charged or taken by Bank as compensation for fees, services or expenses incidental to the making, negotiating or collection of the loan evidenced hereby, shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of interest permitted to be charged by Bank to Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest so permitted shall be deemed a voluntary prepayment of principal. As used herein, the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that in the event that there is a change in the law which results in a higher permissible rate of interest, then this Agreement shall be governed by such new law as of its effective date.

[Signature Page Follows]

Loan Agreement (EXIM Line)

This Agreement is executed as of the date stated at the top of the first page.

The Provident Bank		Mega Industries Limited Liability Company

By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇	By:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇	Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:	Senior Vice President	Title:	President

Address where notice to Bank are to be sent:		Address where notices to Borrower are to be sent:

▇ ▇▇▇▇▇▇ ▇▇		▇/▇ ▇▇▇▇▇▇ & Associates Investment Company, LLC
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇		▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ – ▇▇▇▇▇ ▇▇▇
Amesbury, MA 01913		Portland, ME 04101

		With a copy to:

USA Patriot Act Notice. Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account or obtains a loan. Bank will ask for Borrower’s legal name, address, tax ID number or social security number and other identifying information. Bank may also ask for additional information or documentation or take other action reasonably necessary to verify the identity of ▇▇▇▇▇▇▇▇, Guarantors or other related persons.

Loan Agreement (EXIM Line)

EXHIBIT C

SHAREHOLDER/OWNER LIST

ORGANIZATIONAL CHART

EXHIBIT D

INVENTORY LOCATIONS

EXHBIT F

EXPORT-RELATED BORROWING BASE CERTIFICATE

Loan Agreement (EXIM Line)

EXHIBIT E

TERMS OF SALE

Loan Agreement (EXIM Line)

Loan Agreement $3,000,000 EXIM Working Capital Guarantee Program Revolving Loan Facility From The Provident Bank To Mega Industries Limited Liability Company March 2, 2020

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