EXHIBIT
10.5

     

     

    REVOLVING
CREDIT AGREEMENT

    


    DATED AS
OF

    


    MAY 27,
2010

    


    Between

    


    HI-TECH
PHARMACAL CO., INC.,

    as
Borrower,

    


    and

    


    JPMORGAN
CHASE BANK, N.A.

    as
Bank


    
      
         


      

      
         

        
          

        

      

      
         


      

    

    


    REVOLVING
CREDIT AGREEMENT dated as of May 27, 2010 between Hi-Tech Pharmacal Co., Inc.
(“Borrower”) and JPMorgan Chase Bank, N.A. (“Bank”).

    


    The parties to this Agreement hereby
agree as follows:

    


    ARTICLE I
- DEFINITIONS, ACCOUNTING TERMS, ETC.

    


    Section
1.01. Defined
Terms. As used in this Agreement, the following terms have the following
meanings (terms defined in the singular to have the same meaning when used in
the plural and vice versa):

    


    “Acquisition”
has the meaning specified in the definition of “Permitted
Acquisitions.”

    


     “Adjusted
LIBOR Rate” means, with respect to any LIBOR Loan for any Interest Period, an
interest rate per annum (rounded, upwards, if necessary, to the next 1/16 of 1%)
equal to (1) the LIBOR Rate for such Interest Period multiplied by (2) the
Statutory Reserve Rate.

    


    “Adjusted
One Month LIBOR Rate” means, an interest rate per annum equal to the sum of
(i)  2.50 % per annum plus (ii) the quotient of (a) the interest rate
determined by the Bank by reference to the Reuters Screen LIBOR01 Page (or on
any successor or substitute page) to be the rate at approximately 11:00 a.m.
London time, on such date or, if such date is not a Business Day, on the
immediately preceding Business Day, for dollar deposits with a maturity equal to
one (1) month divided by (b) one minus the Reserve Requirement (expressed as a
decimal) applicable to dollar deposits in the London interbank market with a
maturity equal to one (1) month.

    


    “Affiliate”
means any Person which directly or indirectly Controls, or is Controlled by, or
is under common Control with Borrower.

    


    “Agreement”
means this Revolving Credit Agreement.

    


    “Applicable
Margin” means, for any day, in the case of a LIBOR Loan, one and one-half
percent (1.50%).

    


    “Bank”
means JPMorgan Chase Bank, N.A.

    


    “Bank’s
Office” means 395 North Service Road, Suite 302, Melville, New York
11747.

    


    “Board of
Governors” means the Board of Governors of the Federal Reserve
System.

    


    “Borrower”
means Hi-Tech Pharmacal Co., Inc., a Delaware corporation.

    


    “Business
Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain
closed; provided that, when used in connection with a LIBOR Loan, the term
“Business Day” shall also exclude any day on which banks are not open for
dealings in Dollar deposits in the London interbank market.

     

    
      
        
        

      

      
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     “Capital
Lease” means a lease which is or should be capitalized in accordance with
GAAP.

    


    “CB
Floating Rate Loan” means any or all of the Revolving Credit Loans bearing
interest based upon the CB Floating Rate.

    


    “CB
Floating Rate” means a rate per annum equal to the Prime Rate, provided, that
the CB Floating Rate shall never be less than the Adjusted One Month LIBOR
Rate.  Any change in the CB Floating Rate due to a change in the Prime
Rate or the Adjusted One Month LIBOR Rate shall be effective from and including
the effective date of such change in the Prime Rate or the Adjusted One Month
LIBOR Rate, respectively.

    


    “Change
in Law” means (1) the adoption of any law, rule or regulation after the date of
this Agreement, (2) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (3) compliance by Bank (or by any lending office of
Bank or by Bank's holding company) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

    


    “Change
in Control” means (1) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof), of Equity Interests
representing more than 25% of the aggregate ordinary voting power represented by
the issued and outstanding Equity Interests of Borrower; (2) occupation of a
majority of the seats (other than vacant seats) on the board of directors of
Borrower by Persons who were neither (a) nominated by the board of directors of
Borrower nor (b) appointed by directors so nominated; or (3) the acquisition of
direct or indirect Control of Borrower by any Person or group.

    


    “Closing
Date” means May 27, 2010.

    


    “Code”
means the Internal Revenue Code of 1986.

    


    “Commitment
Fee” has the meaning specified in “Commitment Fee” (Section 2.02).

    


    “Commitment
Fee Rate” means, for any day, a rate per annum equal to one-quarter percent
(0.25%).

    


    “Consolidated
Accounts Receivable” means, as of the date of determination, all accounts
receivable, less allowance for doubtful accounts, of Borrower and its
Consolidated Subsidiaries, on a consolidated basis, all as determined in
accordance with GAAP.

    


    “Consolidated
Capital Expenditures” means, for any period, the Dollar amount of gross
expenditures made by Borrower and its Consolidated Subsidiaries, on a
consolidated basis (including the principal portion of Capital Leases), for
fixed assets, real property, plant and equipment, and all renewals, improvements
and replacements thereto, but not repairs thereof.

    


    “Consolidated
Cash and Cash Equivalents” means, as of the date of determination, all cash and
cash equivalents of Borrower and its Consolidated Subsidiaries, on a
consolidated basis, all as determined in accordance with GAAP.

     

    
      
        
        

      

      
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    “Consolidated
Cash Taxes Paid” means, for any period, all cash taxes paid during such period
by Borrower and its Consolidated Subsidiaries, on a consolidated basis, all as
determined in accordance with GAAP.

    


    “Consolidated
Depreciation and Amortization” means, for any period, the depreciation and
amortization of Borrower and its Consolidated Subsidiaries, on a consolidated
basis, all as determined in accordance with GAAP.

    


    “Consolidated
EBITDA” means, for any period, Consolidated Net Income, plus each of the
following (without duplication as an addition) if and only if such item was
deducted in determining Consolidated Net Income: (1) Consolidated Interest
Expense, (2) Consolidated Income and Other Taxes, and (3) Consolidated
Depreciation and Amortization.

    


    “Consolidated
Funded Debt” means, as of the date of determination, the sum of each of the
following owed by Borrower and its Consolidated Subsidiaries, on a consolidated
basis, (1) any indebtedness for borrowed money, including subordinated debt,
with original maturities of one year or more, including all current portions
thereof, (2) all indebtedness or liability for the deferred purchase price of
property, excluding trade obligations, and (3) all obligations under Capital
Leases, all as determined in accordance with GAAP.

    


    “Consolidated
Income and Other Taxes” means, for any period, all income and other taxes of
Borrower and its Consolidated Subsidiaries, on a consolidated basis, all as
determined in accordance with GAAP.

    


    “Consolidated
Interest Expense” means, for any period, the interest expense of Borrower and
its Consolidated Subsidiaries, on a consolidated basis, all as determined in
accordance with GAAP.

    


    “Consolidated
Net Income” means, for any period, the consolidated net income (exclusive of any
extraordinary gain and exclusive of any extraordinary loss) of Borrower and its
Consolidated Subsidiaries, on a consolidated basis, all as determined in
accordance with GAAP.

    


    “Consolidated
Subsidiary” means each Subsidiary of Borrower which, in accordance with GAAP,
should be included in the consolidated financial statements of
Borrower.

    


    “Consolidated
Total Current Liabilities” means, as of the date of determination, all total
current liabilities of Borrower and its Consolidated Subsidiaries, on a
consolidated basis, all as determined in accordance with GAAP.

    


    “Consolidated
Unfunded Capital Expenditure” means all Consolidated Capital Expenditures which
are financed internally and not with financing provided by a third
party.

    


    “Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

     

    
      
        
        

      

      
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    “Debt”
means, with respect to any Person, each of the following (1) indebtedness or
liability for borrowed money, or for the deferred purchase price of property or
services (including trade obligations), (2) all obligations evidenced by bonds,
debentures, notes or other similar instruments, (3) obligations as lessee under
Capital Leases, (4) current and future liabilities in respect of unfunded vested
benefits under any Plan, (5) reimbursement obligations under letters of credit
issued for the account of any Person, (6) all reimbursement obligations arising
under bankers' or trade acceptances, (7) all guarantees, endorsements (other
than for collection or deposit in the ordinary course of business), and other
contingent obligations to purchase any of the items included in this definition,
to provide funds for payment, to supply funds to invest in any Person, or
otherwise to assure a creditor against loss, (8) all obligations secured by any
Lien on property owned by such Person even if the obligations secured by such
Lien on such property have not been assumed, (9) all other liabilities recorded,
or required to be recorded, in such Person's financial statements in accordance
with GAAP, and (10) all obligations under any agreement providing for a swap,
ceiling rates, ceiling and floor rates, contingent participation or other
hedging mechanisms with respect to interest payable on any of the items
described above in this definition.

    


    “Debt
Service Coverage Ratio” means, as of each Quarterly Date, a ratio of: (1) the
sum of (a) Consolidated EBITDA for the prior four Fiscal Quarters ended on such
Quarterly Date, minus (b) all Consolidated Unfunded Capital Expenditures made
during the four Fiscal Quarters ended on such Quarterly Date, minus (d) all
Restricted Payments made during the prior four Fiscal Quarters ended on such
Quarterly Date, minus (e) Consolidated Cash Taxes Paid, to (2) the sum of (a)
Consolidated Interest Expense for the prior four Fiscal Quarters ended on such
Quarterly Date, plus (b) all Consolidated Funded Debt required to be paid during
the prior four Fiscal Quarters ended on such Quarterly Date.

    


    “Default”
means any of the events specified in “Events of Default” (Section 8.01), whether
or not any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.

    


    “Default
Rate” means, with respect to an amount of any Type of Revolving Credit Loans not
paid when due, a rate per annum equal to (1) if the Revolving Credit Loans is a
CB Floating Rate Loan, a variable rate 3.00% above the CB Floating Rate, and (2)
if the Revolving Credit Loans is a LIBOR Loan, a fixed rate 3.00% above the
Adjusted LIBOR Rate plus the Applicable Margin at the time of default until the
end of the then current Interest Period for such LIBOR Loan and, thereafter, a
variable rate 3.00% above the CB Floating Rate.

    


    “Dollars”
and the sign “$” mean lawful money of the United States of America.

    


    “Environmental
Discharge” means any discharge or release of any Hazardous Materials in
violation of any applicable Environmental Law.

    


    “Environmental
Law” means any Law relating to pollution or the environment, including Laws
relating to noise or to emissions, discharges, releases or threatened releases
of Hazardous Materials into the workplace, the community or the environment, or
otherwise relating to the generation, manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous
Materials.

     

    
      
        
        

      

      
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    “Environmental
Notice” means any complaint, order, citation, letter, inquiry, notice or other
written communication from any Person (1) affecting or relating to the failure
of Borrower or any of its Consolidated Subsidiaries to comply or requirements
with respect to future compliance with any Environmental Law in connection with
any activity or operations at any time conducted by Borrower or such
Consolidated Subsidiary, (2) relating to the occurrence or presence of or
exposure to, or possible or threatened or alleged occurrence or presence of or
exposure to Environmental Discharges or Hazardous Materials at the locations or
facilities of Borrower or any of its Consolidated Subsidiaries, including,
without limitation: (a) the existence of any contamination or possible or
threatened contamination at any such location or facility, (b) remediation of
any Environmental Discharge or Hazardous Materials at any such location or
facility or any part thereof, and (3) any material violation or alleged material
violation of any relevant Environmental Law.

    


    “Equity
Interest” means shares of capital stock, partnership interest, membership
interest, beneficial interests in a trust or other equity ownership interests in
a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any such equity interest.

    


    “ERISA”
means the Employee Retirement Income Security Act of 1974.

    


    “ERISA
Affiliate” means any corporation or trade or business which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of
the Code) as Borrower or is under common control (within the meaning of Section
414(c) of the Code) with Borrower.

    


    “Event of
Default” means any of the events specified in “Events of Default” (Section
8.01), provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

    


    “Excluded
Taxes” means with respect to Bank or any other recipient of any payment to be
made by or on account of any obligation of Borrower under this Agreement or the
Revolving Credit Loans, (1) income or franchise taxes imposed on (or measured
by) its net income  by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of Bank, in which its applicable
lending office is located, and (2) any branch profits taxes imposed by the
United States of America or any similar tax imposed by any other jurisdiction in
which Borrower is located.

    


    “Financing
Documents” means this Agreement, the Revolving Credit Note, and each other
agreement or document executed pursuant to or in connection with any such
agreement, or any or all of the foregoing, all as the context may
require.

    


    “Fiscal
Quarter” means each period from February 1 to April 30, May 1 to July 31, August
1 to October 31 and November 1 to January 31.

    


    “Fiscal
Year” means each period from May 1 to April 30.

    


     “GAAP”
means generally accepted accounting principles as then in effect in the United
States.

    


    “Good
Faith Contest” means the contest of an item if (1) the item is diligently
contested in good faith by appropriate proceedings timely instituted, (2)
adequate reserves are established with respect to the contested item, (3) during
the period of such contest, the enforcement of any contested item is effectively
stayed, and (4) the failure to pay or comply with the contested item has not and
could not result in a Material Adverse Change.

     

    
      
        
        

      

      
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    “Governmental
Approvals” means any authorization, consent, or approval of, or any license,
permit, or certification issued by, or any exemption of, registration or filing
with or report or notice to, any Governmental Authority.

    


    “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government.

    


    “Hazardous
Materials” means any pollutant, contaminants, toxic or hazardous wastes or other
substances regulated by Environmental Law, as any of those terms are defined
from time to time in or for the purposes of any relevant Environmental Law,
including asbestos fibers and friable asbestos, polychlorinated biphenyls, and
any petroleum or hydrocarbon-based products or derivatives.

    


    “Indemnified
Taxes” means Taxes other than Excluded Taxes.

    


    “Interest
Payment Date” means (1) in the case of a CB Floating Rate Loan, on the first
Business Day of each month and on the date such Loan is converted to a LIBOR
Loan and on the Revolving Credit Facility Termination Date, and (2) in the case
of a LIBOR Loan, the last day of the applicable Interest Period, but if such
Interest Period exceeds one month no less frequently than monthly, and such
payment will be made on the same day in each month that corresponds to the first
day of the applicable Interest Period, such that if an Interest Period starts on
January 15th, then a
payment is required on the following February 15th.

    


    “Interest
Period” means, as to any LIBOR Loan, the period commencing on the date of making
or converting to such LIBOR Loan and ending on the numerically corresponding day
in the calendar month that is one, two or three months thereafter, provided,
however, (1) no Interest Period for all or any part of the Revolving Credit
Loans shall end later than the Revolving Credit Facility Termination Date, (2)
if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day,
and (3) any Interest Period that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period.

    


    “Law”
means any treaty, federal, state or local statute, law, rule, regulation,
ordinance, order, code, policy or rule of common law, now or hereafter in
effect, and any judicial or administrative interpretation thereof by a
Governmental Authority or otherwise, including any judicial or administrative
order, consent decree, judgment or agreement with a Governmental
Authority.

    


    “LIBOR
Loan” means any and all of the Revolving Credit Loans bearing interest based on
the Adjusted LIBOR Rate.

     

    
      
        
        

      

      
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    “LIBOR
Rate” means, with respect to any LIBOR Loan for any Interest Period, the rate
appearing on Reuters BBA Libor Rates Page 3750 (or on any successor or
substitute page) providing rate quotations comparable to those currently
provided on such page of such Service, as determined by Bank from time to time
for purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, as
the rate for dollar deposits with a maturity comparable to such Interest
Period.  In the event that such rate is not available at such time for
any reason, then the LIBOR Rate with respect to such LIBOR Loan for such
Interest Period shall be the rate at which dollar deposits of $5,000,000 and for
a maturity comparable to such Interest Period are offered by the principal
London office of the Bank in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

     

    “Lien”
means any mortgage, deed of trust, pledge, security interest, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other), or
preference, priority, or other security agreement or preferential arrangement,
charge, or encumbrance of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any financing statement under the Uniform
Commercial Code or comparable law of any jurisdiction to evidence any of the
foregoing).

    


    “Liquidity
Ratio” means, as of each Quarterly Date, a ratio of: (1) the sum of (a)
Consolidated Cash and Cash Equivalents, plus (b) Consolidated Accounts
Receivable, to (2) the sum of (a) Consolidated Current Liabilities, plus, if not
already included in Consolidated Current Liabilities, (b) the aggregate
principal amount of all outstanding Revolving Credit Loans.

    


    “Material
Adverse Change” means either (1) a material adverse change in the status of the
business, assets, liabilities, results of operations, conditions (financial or
otherwise), or property of Borrower or any of its Consolidated Subsidiaries, or
(2) any event or occurrence of whatever nature which is reasonably likely to
have a material adverse effect on the ability of Borrower to perform its
obligations under the Financing Documents to which it is a party.

    


    “Multiemployer
Plan” means a Plan described in Section 4001(a)(3) of ERISA which covers
employees of Borrower or any ERISA Affiliate.

    


    “Other
Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any
payment made under this Agreement or the Revolving Credit Note or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement.

    


    “PBGC”
means the Pension Benefit Guaranty Corporation.

    


    "Permitted
Acquisition" means an acquisition by Borrower by merger, by consolidation or by
purchase of all of the voting stock of another Person or the purchase of all or
substantially all of the assets of another Person ("Acquisition") if all of the
following conditions are met: (1) the Acquisition is of a business permitted to
be conducted by Borrower under “Conduct of Business” (Section 5.04), (2) the
stock, assets or property being acquired shall not be encumbered by any existing
Liens and no Liens shall be created as a result of such Acquisition; (3) the
Board of Directors or other governing body of the Person whose voting stock or
assets are  to be acquired has approved the Acquisition, and the
Acquisition is not considered to be "hostile"; (4) no Default or Event of
Default exists prior to such Acquisition or shall result from such Acquisition;
(5) the total consideration (including cash paid, the value of stock issued and
debt assumed) paid for a single Acquisition or series of related Acquisitions
does not exceed $5,000,000, (6) the total consideration (including cash paid,
the value of stock issued and debt assumed) for all Permitted Acquisitions
occurring during any twelve (12) month period does not exceed $15,000,000; and
(7) Bank shall have received a certificate signed by the Chief Financial Officer
or Treasurer of Borrower to the effect that (and including calculations
indicating that) on a pro forma basis after giving effect to the Acquisition:
(i) all representations and warranties contained in the Loan Documents will
remain true and correct in all material respects, (ii) Borrower will remain in
compliance with all covenants contained in the Loan Documents, and (iii) no
Default or Event of Default has occurred and is continuing or will occur as a
result of the consummation of such Acquisition.

     

    
      
        
        

      

      
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    “Permitted
Liens” means each of the Liens permitted under “Liens” (Section
6.03).

    


    “Person”
means an individual, partnership (including limited liability partnerships),
limited liability company, corporation, business trust, joint stock company,
trust, unincorporated association, joint venture, Governmental Authority or
other entity of whatever nature.

    


    “Plan”
means any employee benefit or other plan established or maintained, or to which
contributions have been made, by Borrower or any ERISA Affiliate.

    


    “Prime
Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan Chase Bank, N.A. as its prime rate if effect at its principal office
in New York City, each change in the Prime Rate shall effective from and
including the date such change is publicly announced as being
effective.

    


    “Prohibited
Transaction” means any transaction set forth in Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986.

    


    “Quarterly
Date” means each January 31, April 30, July 31 and October 31.

    


    “Regulation
D” means Regulation D of the Board of Governors.

    


    “Reportable
Event” means any of the events set forth in Section 4043 of ERISA.

    


    “Reserve
Requirement” means the maximum aggregate reserve requirement (including all
basic, supplemental, marginal and other reserves) which is imposed under
Regulation D.

    


    “Restricted
Payments” means (1) any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in the
Borrower or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
equity interests in the Borrower or any option, warrant or other right to
acquire any such Equity Interests in the Borrower, and (2) any payments made by
Borrower on loans made to Borrower by any holder of an Equity Interest in
Borrower.

     

    “Revolving
Credit Commitment” means Bank's obligations to make Revolving Credit Loans to
Borrower pursuant to “Revolving Credit” (Section 2.01).

    


    “Revolving
Credit Facility” means Ten Million Dollars ($10,000,000).

    


    “Revolving
Credit Facility Termination Date” means May 27, 2013.

     

    
      
        
        

      

      
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    “Revolving
Credit Loans” has the meaning specified in “Revolving Credits” (Section
2.01).

    


    “Revolving
Credit Note” has the meaning specified in “Revolving Credit Note” (Section
2.08).

    


    “Solvent”
means, when used with respect to any Person, that (1) the fair value of the
property of such Person, on a going concern basis, is greater than the total
amount of liabilities (including, without limitation, contingent liabilities) of
such Person, (2) the present fair salable value of the assets of such Person, on
a going concern basis, is not less than the amount that will be required to pay
the probable liabilities of such Person on its debts as they become absolute and
matured, (3) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person’s ability to pay as such debts and
liabilities mature, and (4) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person’s property would constitute unreasonably small capital after giving
due consideration to the prevailing practice in the industry in which such
Person is engaged.  Contingent liabilities will be computed at the
amount that, in light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.

    


    “Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by the
Board of Governors to which Bank is subject  with respect to the Adjusted
LIBOR Rate, for Eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board of Governors).  Such
reserve percentages shall include those imposed pursuant to such
Regulation D.  LIBOR Loans shall be deemed to constitute
Eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to Bank under such Regulation D or any comparable
regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

    


    “Subsidiary”
means, as to any Person, any corporation, partnership, limited liability company
or joint venture whether now existing or hereafter organized or acquired (1) in
the case of a corporation, of which a majority of the securities having ordinary
voting power for the election of directors (other than securities having such
power only by reason of the happening of a contingency) are at the time owned by
such Person and/or one or more Subsidiaries of such Person or (2) in the case of
a partnership, limited liability company or joint venture, of which a majority
of the partnership, membership or other ownership interests are at the time
owned by such Person and/or one or more Subsidiaries of such
Person.

    


     “Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions,
charges or withholding imposed by any Governmental Authority on Bank in
connection with, or based upon, this Agreement or any of the other Financing
Documents.

    


    “Type”
refers to whether the rate of interest on all or any portion of the Revolving
Credit Loans is determined by reference to the CB Floating Rate or the Adjusted
LIBOR Rate.

     

    
      
        
        

      

      
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    Section
1.02. Rules of
Construction.  When used in this Agreement (1) “or” is not
exclusive, (2) a reference to a Law includes any amendment or modification to
such Law, (3) a reference to a Person includes its permitted successors and
permitted assigns, and (4) unless otherwise provided for in this Agreement, a
reference to an agreement, instrument or document shall include such agreement,
instrument or document as the same may be amended, modified or supplemented from
time to time in accordance with its terms and as permitted by the Financing
Documents.

    


    Section
1.03. Accounting
Principles and Terms.  Except as otherwise provided in this
Agreement, (1) all computations and determinations as to financial matters, and
all financial statements to be delivered under this Agreement, shall be made or
prepared in accordance with GAAP, and (2) all accounting terms used in this
Agreement shall have the meaning ascribed to such terms by such
principles.

    


    ARTICLE
II REVOLVING CREDIT

    


    Section
2.01 Revolving
Credit. Subject to the terms and conditions of this Agreement, Bank
agrees to make loans pursuant to this Section (“Revolving Credit Loans”) to
Borrower from time to time during the period from the Closing Date to but not
including the Revolving Credit Facility Termination Date, provided that the
aggregate principal amount of all Revolving Credit Loans outstanding at any time
does not exceed the Revolving Credit Facility . Each Revolving Credit Loan which
shall not utilize the Revolving Credit Facility in full shall be in the minimum
amount of $100,000 in the case of CB Floating Rate Loans and $500,000 in the
case of LIBOR Loans.  Within the limits of the Revolving Credit
Facility Borrower may borrow, prepay pursuant to “Optional Prepayments” (Section
2.10), and reborrow under this Section.

    


    Section
2.02. Commitment
Fee. Borrower agrees to pay to Bank a commitment fee (“Commitment Fee”)
on the average daily difference between the Revolving Credit Facility and the
aggregate principal amount of all outstanding Revolving Credit Loans from and
including the Closing Date to but excluding the Revolving Credit Facility
Termination Date at a rate per annum equal to the Commitment Fee Rate. The
Commitment Fee Rate is calculated based on a year of 360 days for the actual
number of days elapsed. The accrued Commitment Fee shall be paid in arrears at
Bank's Office in immediately available funds on the last day of each calendar
quarter.

    


    Section
2.03. Notice and
Manner of Borrowing.  In the case of a CB Floating Rate Loan,
Borrower shall give Bank telephonic notice (immediately confirmed in writing) of
each Revolving Credit Loan by 11:00 a.m. on the day of making such CB Floating
Rate Loan.  In the case of a LIBOR Loan Borrower shall give Bank
telephonic notice (immediately confirmed in writing) of each LIBOR Loan at least
three (3) Business Days before each LIBOR Loan.  Each such notice must
specify (1) the date of the requested Revolving Credit Loan, (2) the amount of
the requested Revolving Credit Loan, (3) whether the requested Revolving Credit
Loan is a CB Floating Rate Loan or a LIBOR Loan, and (4) in the case of a LIBOR
Loan, the duration of the Interest  Period applicable to such
Loan.  Not later than 4:00 p.m. (New York City time) on the date of
each Revolving Credit Loan and upon fulfillment of the applicable conditions set
forth in this Agreement, Bank will make such Revolving Credit Loan available to
Borrower in immediately available funds by crediting the amount of such
Revolving Credit Loan to the account of Borrower with Bank.

     

    
      
        
        

      

      
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    All
notices given under this Section shall be irrevocable and shall be given not
later than 11:00 a.m. (New York City time) on a Business Day which is not less
than the number of Business Days specified above for such notice.

    


    Section
2.04. Interest.
Borrower shall pay interest to Bank on the outstanding and unpaid principal
amount of the Revolving Credit Loans at a rate per annum as follows (1) for a CB
Floating Rate Loan at a rate equal to the CB Floating Rate, and (2) for a LIBOR
Loan at a rate equal to the Adjusted LIBOR Rate plus the Applicable Margin. An
illustration of how each of these interest rates is calculated is attached to
this Agreement as Exhibit B. Any change in the interest rate based on the CB
Floating Rate resulting from a change in the CB Floating Rate shall be effective
as of the opening of business on the day on which such change in the CB Floating
Rate becomes effective. Interest on the Revolving Credit Loans shall be
calculated on the basis of a year of 360 days for the actual number of days
elapsed. Interest on the Revolving Credit Loan shall be payable on each Interest
Payment Date. Any principal or interest not paid when due (at maturity, by
acceleration, or otherwise) shall bear interest from the date when due until
paid in full, payable on demand, at the Default Rate.  The applicable
CB Floating Rate and Adjusted LIBOR Rate shall be determined by Bank, and such
determination shall be conclusive absent manifest error. Notwithstanding the
foregoing, during the continuance of an Event of Default, at the option of Bank,
the Revolving Credit Loans will bear interest at the Default Rate.

    


    Section
2.05. Interest
Periods. In the case of each LIBOR Loan, Borrower shall select an
Interest Period in accordance with the definition of Interest Period in
“Definitions” (Section 1.01), subject to the following limitations (1) no
Interest Period shall have a duration of less than one (1) month, and (2) no
Interest Period of particular duration with respect to a LIBOR Loan may be
selected by Borrower if Bank determines, in its sole discretion, that LIBOR Loan
with such maturities are not generally available. The minimum amount of a LIBOR
Loan with the same Interest Period is $500,000.  The maximum number of
different Interest Periods which can be outstanding at any time is five
(5).

    


    Section
2.06.  Alternate Rate of
Interest.  If prior to the commencement of any Interest Period
for a LIBOR Loan: (1) Bank determines (which determination shall be conclusive
absent manifest error) that adequate and reasonable means do not exist for
ascertaining the Adjusted LIBOR Rate for such Interest Period, or (2) the
Adjusted LIBOR Rate for such Interest Period will not adequately and fairly
reflect the cost to Bank of making or maintaining the LIBOR Loan for such
Interest Period, then Bank shall give notice thereof to Borrower by telephone or
telecopy as promptly as practicable thereafter and, until Bank notifies Borrower
that the circumstances giving rise to such notice no longer exist LIBOR Loans
will not be available.

    


    Section
2.07. Renewals and
Conversions. Borrower may elect from time to time to convert all or a
part of one Type of Revolving Credit Loans into another Type of Revolving Credit
Loans or to renew all or part of the Revolving Credit Loans by giving Bank
written notice (effective upon receipt) at least one (1) Business Days before
the conversion into a CB Floating Rate Loan, and at least three (3) Business
Days before the conversion into or renewal of a LIBOR Loan, specifying (1) the
renewal or conversion date, (2) the amount of the Revolving Credit Loans to be
converted or renewed, (3) in the case of conversions, whether the Revolving
Credit Loans is to be converted into a CB Floating Rate Loan or a LIBOR Loan,
and (4) in the case of a conversion into a LIBOR Loan, the duration of the
Interest Period applicable to such Loan, provided that (1) after such renewal or
conversions the minimum principal amount of the outstanding LIBOR Loan with the
same Interest Period shall be $500,000, (2) LIBOR Loans can only be renewed or
converted on the last day of the Interest Period for such LIBOR Loan, and (3)
LIBOR Loans can only be renewed or converted if there are no outstanding
Defaults or Events of Default.

     

    
      
        
        

      

      
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    All
notices given under this Section shall be irrevocable and shall be given not
later than 11:00 a.m. (New York City time) on a Business Day which is not less
than the number of Business Days specified above for such notice.  If
Borrower fails to give Bank the notice specified above for the renewal or
conversion of a LIBOR Loan prior to the end of the Interest Period of such LIBOR
Loan, such LIBOR Loan shall automatically be converted into a CB Floating Rate
Loan on the last day of the Interest Period for such LIBOR Loan.

    


    Section
2.08. Revolving Credit Note. The
Revolving Credit Loans shall be evidenced by, and repaid with interest in
accordance with, a single promissory note of Borrower in substantially the form
of the “Revolving Credit Note” (Exhibit A) duly completed.  The
Revolving Credit Note shall be (1) in the principal amount of Ten Million
Dollars ($10,000,000), (2) dated the Closing Date, and (3) payable to Bank at
Bank's Office.  The Revolving Credit Loans will be repaid in full on
the Revolving Credit Facility Termination Date.

    


    Section
2.09. Method of Payment.
Borrower shall make each payment under this Agreement and under the Revolving
Credit Note not later than 11:00 a.m. (New York City time) on the date when due
in Dollars to Bank at Bank's Office in immediately available funds. Borrower
hereby authorizes Bank to charge against any account of Borrower with Bank each
payment under this Agreement and under the Revolving Credit Note when due.
Whenever any payment to be made under this Agreement or under the Revolving
Credit Note is stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day, and such extension of time
shall in such case be included in the computation of the payment of
interest.

    


    Section
2.10. Optional
Prepayments. In the case of a CB Floating Rate Loan, Borrower may, upon
at least one (1) Business Day prior written notice (effective upon receipt) to
Bank, prepay the Revolving Credit Loans in whole or in part with accrued
interest to the date of such prepayment on the amount prepaid, provided that
each partial prepayment shall be in a principal amount of not less than
$100,000. In the case of a LIBOR Loan, Borrower may, upon at least three (3)
Business Days prior written notice (effective upon receipt) to Bank, prepay the
Revolving Credit Loans in whole or in part with accrued interest to the date of
such prepayment on the amount prepaid, provided that (1) each partial prepayment
shall be in a principal amount of not less than $100,000, and (2) LIBOR Loans
may only be prepaid on the last day of the applicable Interest Period.
Prepayments of the Revolving Credit Loans in accordance with the terms of this
Section shall be without premium or penalty.

    


    Section
2.11.  Use
of Proceeds. The proceeds of the Revolving Credit Loans will be used by
Borrower for general corporate purposes, including providing working capital,
and up to an aggregate total amount of $2,000,000 can be used to finance (1) the
purchase by Borrower of Equity Interest in Borrower, and (2) the purchase by
Borrower of the assets of or Equity Interest in other
Persons.  Borrower will not, directly or indirectly, use any part of
the proceeds of the Revolving Credit Loans for the purpose of purchasing or
carrying any margin stock within the meaning of Regulation U of the Board of
Governors or to extend credit to any Person for the purpose of purchasing or
carrying any such margin stock.

     

    
      
        
        

      

      
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    Section
2.12. Increased
Costs.  If any Change in Law shall: (1)  impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
Bank (except any such reserve requirement reflected in the Adjusted LIBOR Rate);
or (2) impose on Bank or the London interbank market any other condition
affecting this Agreement or LIBOR Loans made by Bank; and the result of any of
the foregoing shall be to increase the cost to Bank of making or maintaining any
LIBOR Loan (or of maintaining its obligation to make any such Loan) or to reduce
the amount of any sum received or receivable by Bank under this Agreement or the
Revolving Credit Note (whether of principal, interest or otherwise), then
Borrower will pay to Bank such additional amount or amounts as will compensate
Bank for such additional costs incurred or reduction suffered.

    


    If Bank
determines that any Change in Law regarding capital requirements has or would
have the effect of reducing the rate of return on Bank's capital or on the
capital of Bank's holding company, if any, as a consequence of this Agreement or
the Revolving Credit Loans made by Bank, to a level below that which Bank or
Bank's holding company could have achieved but for such Change in Law (taking
into consideration Bank's policies and the policies of Bank's holding company
with respect to capital adequacy), then from time to time Borrower will pay to
Bank such additional amount or amounts as will compensate Bank or Bank's holding
company for any such reduction suffered.

    


    A
certificate of Bank setting forth the amount or amounts necessary to compensate
Bank or its holding company, as the case may be, as specified in the prior
paragraphs of this Section shall be delivered to Borrower and shall be
conclusive absent manifest error. Borrower shall pay Bank the amount shown as
due on any such certificate within 10 days after receipt
thereof.

    


    Failure
or delay on the part of Bank to demand compensation pursuant to this Section
shall not constitute a waiver of Bank's right to demand such compensation,
provided that Borrower shall not be required to compensate Bank pursuant to this
Section for any increased costs or reductions incurred more than 270 days prior
to the date that Bank notifies Borrower of the Change in Law giving rise to such
increased costs or reductions and of Bank's intention to claim compensation
therefore,  provided further that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the 270 day period
referred to above shall be extended to include the period of retroactive effect
thereof.

    


    Section
2.13.  Break
Funding Payments.  In the event of (1) the payment of any
principal of any LIBOR Loan other than on the last day of an Interest Period
applicable thereto (including as a result of an Event of Default), (2) the
conversion of any LIBOR Loan other than on the last day of the Interest Period
applicable thereto, or (3) the failure to borrow, convert, continue or prepay
any LIBOR Loan on the date specified in any notice delivered pursuant to this
Agreement then, in any such event, Borrower shall compensate Bank for the loss,
cost and expense attributable to such event.  In the case of a LIBOR
Loan, such loss, cost or expense to Bank shall be deemed to include an amount
determined by Bank to be the excess, if any, of (1) the amount of interest which
would have accrued on the principal amount of such Loan had such event not
occurred, at the Adjusted LIBOR Rate that would have been applicable to such
Loan, for the period from the date of such event to the last day of the then
current Interest Period therefore (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (2) the amount of interest which would accrue on such principal
amount for such period at the interest rate which Bank would bid were it to bid,
at the commencement of such period, for Dollar deposits of a comparable amount
and period from other banks in the Eurodollar market. Borrower shall pay Bank
the amount shown as due on any such certificate within 10 days after receipt
thereof.

     

    
      
        
        

      

      
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    Section
2.15.  Taxes.  Any
and all payments by or on account of any obligation of Borrower under this
Agreement and the Revolving Credit Note shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (1) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) Bank receives an amount equal to the
sum it would have received had no such deductions been made, (2)  Borrower
shall make such deductions, and (3) Borrower shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable
Law.  In addition, Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable Law.

    


    Borrower
shall indemnify Bank, within 10 days after written demand therefore, for the
full amount of any Indemnified Taxes or Other Taxes paid by Bank on or with
respect to any payment by or on account of any obligation of Borrower under this
Agreement or the Revolving Credit Note (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority.  A certificate as to the amount of such payment or
liability delivered to Borrower by Bank shall be conclusive absent manifest
error.

    


    As soon
as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower
to a Governmental Authority, Borrower shall deliver to Bank the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to Bank.

    


    If Bank
determines, in its sole discretion, that it has received a refund of any Taxes
or Other Taxes as to which it has been indemnified by Borrower or with respect
to which Borrower have paid additional amounts pursuant to this Section, it
shall pay over such refund to Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by Borrower under this Section with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of Bank and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund),
provided, that Borrower, upon the request of Bank, agrees to repay the amount
paid over to Borrower (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to Bank in the event Bank is required to
repay such refund to such Governmental Authority. This Section shall not be
construed to require Bank to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to Borrower or
any other Person.

    


    ARTICLE
III CONDITIONS PRECEDENT

    


    Section
3.01. Conditions
Precedent. The obligation of Bank to enter into this Agreement and to
make the initial Revolving Credit Loan is subject to the condition precedent
that Bank shall have received on or before the Closing Date each of the
following, each in form and substance satisfactory to Bank and its
counsel:

     

    
      
        
        

      

      
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    (1) Certificate of Secretary of
Borrower. A certificate of the Secretary of Borrower, dated the Closing
Date, certifying to (a) the certificate of incorporation and by-laws of
Borrower, and all amendments to such certificate or by-laws, (b) all corporate
actions taken by Borrower, including resolutions of its board of directors,
authorizing the execution, delivery and performance of each of the Financing
Documents to which it is a party and each other document or agreement to be
delivered pursuant to any of the Financing Documents, and (c) the names and true
signatures of the each party authorized to act on behalf of
Borrower.

    


    (2) Good Standing Certificates
of Borrower. A certificate of the Secretary of State (or other
appropriate official) of the jurisdiction of formation of Borrower, dated
reasonably near the Closing Date, certifying to the due organization and good
standing of Borrower. For each jurisdiction in which Borrower is required to be
qualified to conduct business a certificate of the Secretary of State (or other
appropriate official) of such jurisdiction, dated reasonably near the Closing
Date, certifying to the due qualification and good standing of Borrower in such
jurisdiction.

    


    (3) Revolving Credit
Note.  The Revolving Credit Note duly executed and delivered by
Borrower.

    


    (4) Certificate. The
following statements shall be true and Bank shall have received a certificate
signed by a duly authorized representative of Borrower (dated the Closing Date)
stating that:

    


    (a) The
representations and warranties contained in each of the Financing Documents are
correct on and as of the Closing Date, as though made on and as of such date,
and

    


    (b) No
Default or Event of Default has occurred and is continuing, or would result from
the transactions contemplated by this Agreement and the other Financing
Documents.

    


    (5) Opinion of Counsel. A
favorable opinion of counsel.

    


    (6) Consents and
Approvals. Evidence that all consents and approvals required from any
Person, including Governmental Authorities, in connection with the transactions
and the financing contemplated by the Financing Documents have been
obtained.

    


    (7) Due Diligence.
Satisfactory completion of all due diligence checking with regard to Borrower,
including a trade checking, customer checking, lien checking and litigation
checking.

    


    (8) Termination of UCC
Filing. Evidence of termination of the UCC-1 financing statement filed by
Bank of America, N.A. against Borrower.

    


    (9) Fees and
Expense.  Payment of all fees and expenses required to be paid
in accordance with the Financing Document, including the reasonable fees and
expenses of counsel to Bank and all fees incurred by Bank in connection with the
collateral audit of Borrower’s assets.

    


    Section
3.02 Conditions
Precedent to All Revolving Credit Loans.  The obligation of
Bank to make each Revolving Credit Loan after the Closing Date is subject to the
further conditions precedent that on the date of making such Revolving Credit
Loan:

    


    (1) Representations and
Warranties, No Defaults or Events of Default. The following statements
shall be true:

     

    
      
        
        

      

      
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    (a) The
representations and warranties contained in each of the Financing Documents are
correct on and as of the date of making such Revolving Credit Loan as though
made on and as of such date,

    


    (b) No
Default or Event of Default has occurred and is continuing, or would result from
making such Revolving Credit Loan, and

    


    (2) Additional
Documentation.  Bank shall have received such other approvals,
opinions or documents as Bank may reasonably request.

    


    Each
request for a Revolving Credit Loan and acceptance by Borrower of the proceeds
of such Revolving Credit Loan constitute a representation and warranty that the
statements contained in subsection (1) of this Section are true and correct both
on the date of such request and, unless Borrower otherwise notifies Bank prior
to the receipt of the proceeds of such Revolving Credit Loan, as of the date of
making such Revolving Credit Loan.

    


    ARTICLE
IV REPRESENTATIONS AND WARRANTIES

    


    Borrower
represents and warrants to Bank as follows:

    


    Section
4.01. Formation, Good
Standing, Corporate Power and Due Qualification. Borrower (1) is a
corporation duly formed, validly existing, and in good standing under the laws
of the jurisdiction of its incorporation, (2) has the corporate power and
authority to own its assets and to transact the business in which it now engages
or proposes to engage in, and (3) is duly qualified as a foreign corporation and
is in good standing under the laws of each jurisdiction in which such
qualification is required.

    


    Section
4.02. Corporate
Authority, No Contravention.  The execution, delivery and
performance by Borrower of each Financing Document to which each are a party are
within its corporate powers, have been duly authorized by all necessary
corporate action and do not and will not (1) require any consent or approval of
its shareholders which has not been obtained, (2) contravene its certificate of
incorporation or by-laws or other organizational documents, (3) violate any
provision of any Law, order, writ, judgment, injunction, decree, determination,
or award presently in effect applicable to Borrower, (4) result in a breach of
or constitute a default under any indenture or loan or credit agreement or any
other agreement, lease, or instrument to which it is a party or by which its
properties may be bound or affected, or (5) result in, or require, the creation
or imposition of any Lien upon or with respect to any of the properties now
owned or hereafter acquired by Borrower.

    


    Section
4.03. Governmental
Authority. No authorization, approval or other action by, and no notice
to or filing with, any Governmental Authority is required for the due execution,
delivery and performance by Borrower of any Financing Document to which it is a
party.

    


    Section
4.04. Legally
Enforceable Financing Documents. Each Financing Document to which
Borrower is a party is the legal, valid and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms, except to the extent
that such enforcement may be limited by (1) applicable bankruptcy, insolvency,
and other similar laws affecting creditors' rights generally, or (2) general
equitable principles, regardless of whether the issue of enforceability is
considered in a proceeding in equity or at law.


    
      
         


      

      
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    Section
4.05. Financial
Statements.  The consolidated and consolidating balance sheets
of Borrower and its Consolidated Subsidiaries as of April 30, 2009, and the
related consolidated and consolidating statements of operations, and
consolidated and consolidating statements of cash flows for the Fiscal Year of
Borrower then ended, copies of which have been furnished to Bank, fairly present
the financial condition of Borrower and its Consolidated Subsidiaries as of such
dates and the results of the operations of Borrower and its Consolidated
Subsidiaries for the periods covered by such statements, all in accordance with
GAAP consistently applied. The consolidated and consolidating balance sheets of
Borrower and its Consolidated Subsidiaries for the six (6) month period ended
October 31, 2009, and the related consolidated and consolidating statement of
operations, and consolidated and consolidating statements of cash flows for such
six (6) month period  then ended, copies of which have been furnished
to Bank, fairly present the financial condition of Borrower and its Consolidated
Subsidiaries as of such dates and the results of the operations of Borrower and
its Consolidated Subsidiaries for the periods covered by such statements, all in
accordance with GAAP consistently applied (subject to normal year end
adjustments). There are no material contingent liabilities of Borrower or any of
its Consolidated Subsidiaries which are not reflected in such financial
statements or the footnotes to such statements.

    


    Section
4.06. Material Adverse
Change. No Material Adverse Change has occurred since April 30,
2009.

    


    Section
4.07. Information. No
information, exhibit or report furnished by Borrower, any of Borrower’s
Subsidiaries or any other Person to Bank in connection with the Financing
Documents or any transaction contemplated by any such Financing Document
contained any material misstatement of fact or omitted to state a material fact
or any fact necessary to make the statements contained therein not misleading.
Borrower has disclosed to Bank in writing any and all facts known to Borrower
which relate to the business of Borrower or any of its Subsidiaries which are
reasonably likely to result in a Material Adverse Change.

    


    Section
4.08. Litigation. There is
no action, suit or proceeding pending or, to the knowledge of Borrower,
threatened against or affecting Borrower or any of its Subsidiaries before any
Governmental Authority or arbitrator which is reasonably likely, in any one case
or in the aggregate, to result in a Material Adverse Change.

    


    Section
4.09. Ownership and
Liens.  Borrower and each of its Subsidiaries has title to, or
valid leasehold interests in, all of its respective properties and assets, real
and personal, including the properties and assets and leasehold interests
reflected in the financial statements referred to in “Financial Statements”
(Section 4.05) (other than any properties or assets disposed of in the ordinary
course of business), and none of the properties and assets owned by Borrower or
any of its Subsidiaries and none of the leasehold interests of Borrower or any
of its Subsidiaries is subject to any Lien, except for Permitted
Liens.

    


    Section
4.10. Subsidiaries. Neither
Borrower nor any of its Subsidiaries has any Subsidiaries or Affiliates, except
for each of the entities listed on “Schedule of Subsidiaries and Affiliates”
(Exhibit C).

    


    Section
4.11. Partnerships and
Joint Ventures.  Neither Borrower nor any of its Subsidiaries
is a partner in any partnership or a party to a joint venture, other than
partnerships and joint ventures entered into in the ordinary course of
business.


    
      
         


      

      
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    Section
4.12. Compliance with
Laws.  Neither Borrower nor any of its Subsidiaries are in
violation of any Law or in default with respect to any judgment, writ,
injunction or decree where such violation or default has resulted in, or is
reasonably likely to result in, a Material Adverse Change.  Borrower
and each of its Subsidiaries possess and are in compliance in all material
respects with all Governmental Approvals required to conduct their business as
now conducted and as presently proposed to be conducted.

    


    Section
4.13. Taxes.  Borrower
and each of its Subsidiaries have filed all tax returns (foreign, federal,
state, and local) required to be filed and have paid all taxes, assessments, and
governmental charges and levies due pursuant either to such returns or any
assessment received by Borrower or any of its Subsidiaries.  The
charges, accruals and reserves on the books of Borrower and each of its
Subsidiaries for taxes or other governmental charges are adequate.

    


    Section
4.14. ERISA.  Borrower
is in compliance in all material respects with all applicable provisions of
ERISA applicable to Borrower.  Neither a Reportable Event nor a
Prohibited Transaction has occurred and is continuing with respect to any
Plan.  No notice of intent to terminate a Plan has been filed nor has
any Plan been terminated.  No circumstances exist which constitute
grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings
to terminate, or appoint a trustee to administrate, a Plan, nor has the PBGC
instituted any such proceedings.  Neither Borrower nor any ERISA
Affiliate has completely or partially withdrawn under Sections 4201 or 4204 of
ERISA from a Multiemployer Plan.  Borrower and each ERISA Affiliate
have met their minimum funding requirements under ERISA with respect to all of
their Plans and there are no unfunded vested benefits.  Neither
Borrower nor any ERISA Affiliate has incurred any liability to the PBGC under
ERISA.

    


    Section
4.15. Environmental
Protection.  Borrower and each of its Subsidiaries have
obtained all Governmental Approvals required of Borrower or any such
Subsidiaries under all Environmental Laws.  Borrower and each of its
Subsidiaries is in compliance in all material respects with all such
Governmental Approvals, all Environmental Laws, and all agreements entered into
with any Governmental Authority under or pursuant to or with respect to any such
Governmental Approval or Environmental Law.

    


    Section
4.16. No Defaults on
Outstanding Judgments or Orders.  Borrower and each of its
Subsidiaries have satisfied all judgments against Borrower or any such
Subsidiary and neither Borrower nor any of its Subsidiaries is in default with
respect to any judgment, writ, injunction, decree, rule, or regulation of any
Governmental Authority or arbitrator.

    


    Section
4.17. Licenses and
Intellectual Property.  Borrower and each of its Subsidiaries
possesses all licenses, franchises, patents, copyrights, trademarks, and trade
names, or rights thereto, to conduct their business as now conducted and as
presently proposed to be conducted, and neither Borrower nor any of its
Subsidiaries is in violation of any valid rights of others with respect to any
of the items noted above.

    


    Section
4.18. Labor Disputes
and Acts of God.  Neither the business nor the properties of
Borrower or any of its Subsidiaries is affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy, or other casualty
(whether or not covered by insurance).


    
      
         


      

      
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    Section
4.19. Other
Agreements.  Neither Borrower nor any of its Subsidiaries is a
party to any indenture, loan, or credit agreement, or to any lease or other
agreement or instrument, or subject to any organizational document restriction
which have resulted in, or is reasonably likely to result in, a Material Adverse
Change.  Neither Borrower nor any of its Subsidiaries is in default in
any respect in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement or instrument to
which they are a party where such default has resulted in, or is reasonably
likely to result in, a Material Adverse Change.

    


    Section
4.20. Governmental
Regulation.  Borrower is not subject to any Law limiting their
ability to incur their obligations under any of the Financing Documents to which
they are a party, including the Public Utility Holding Company Act of 1935, the
Investment Company Act of 1940, the Interstate Commerce Act, or the Federal
Power Act.

    


    Section
4.21.  Solvent. Borrower and
each of its Subsidiaries is Solvent.

    


    ARTICLE V
AFFIRMATIVE COVENANTS

    


    So long
as the Revolving Credit Note remains unpaid, or Bank has a Revolving Credit
Commitment, or any other amount is owing by Borrower to Bank under any Financing
Document, Borrower shall and shall cause each of its Subsidiaries
to:

    


    Section
5.01. Maintenance of
Existence. Preserve and maintain its corporate existence, and good
standing in the jurisdiction of its incorporation, and qualify and remain
qualified as a foreign corporation in each jurisdiction in which such
qualification is required.

    


    Section
5.02. Maintenance of
Records.  Keep adequate records and books of account in which
complete entries reflecting all financial transactions will be made in material
conformity with GAAP consistently applied.

    


    Section
5.03. Maintenance of
Properties.  Maintain, keep and preserve all of its properties
(tangible and intangible) necessary or useful in the proper conduct of its
business in good working order and condition, ordinary wear and tear
excepted.

    


    Section
5.04. Conduct of
Business. Continue to engage in a business of the same general type as
conducted by it on the Closing Date.

    


    Section
5.05. Maintenance of
Insurance. Maintain insurance with financially sound and reputable
insurance companies or associations in such amounts and covering such risks as
is usually carried by companies engaged in the same or a similar business and
similarly situated.

    


    Section
5.06. Compliance with
Laws. Comply with all applicable Laws and Governmental Approvals, such
compliance to include paying before the same become delinquent all taxes,
assessments and governmental charges imposed upon it or upon its property,
except  in the case of taxes, where such taxes are the subject of a
Good Faith Contest. Without limiting the generality of the foregoing sentence,
comply in all material respects with all applicable Environmental Laws and pay
or cause to be paid all costs and expenses incurred in connection with such
compliance.


    
      
         


      

      
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    Section
5.07. Right of
Inspection.  Upon reasonable notice and at any reasonable time
and from time to time, permit Bank or any agent or representative of Bank to
examine and make copies of and abstracts from the records and books of account
of, and visit the properties of, Borrower and its Subsidiaries, as applicable,
and to discuss the affairs, finances and accounts of Borrower and its
Subsidiaries, as applicable, with any of its officers, directors, and the
independent accountants for Borrower and its Subsidiaries, as
applicable.

    


    Section
5.08. Other
Agreements. Perform and comply with each of the provisions of each and
every agreement to which it is a party where the failure to perform or comply
could result in a Material Adverse Change.

    


    Section
5.09. Reporting
Requirements. Furnish to Bank:

    


    (1)  Quarterly Financial
Statements.  As soon as available and in any event within sixty
(60) days after the end of each first, second and third Fiscal Quarter of each
Fiscal Year, consolidated and consolidating balance sheets of Borrower and its
Consolidated Subsidiaries, as of the end of such quarter, and consolidated and
consolidating statements of operations, and consolidated and consolidating
statements of cash flow for Borrower and its Consolidated Subsidiaries for such
quarter and for the period commencing at the end of the previous Fiscal Year and
ending with the end of such quarter, all in reasonable detail and stating in
comparative form the respective figures for the corresponding date and period in
such previous Fiscal Year, and all prepared in compliance with GAAP consistently
applied, and accompanied by a review report on such consolidated financial
statements acceptable to Bank by Eisner LLP or such other independent
accountants selected by Borrower and acceptable to Bank.

    


    (2) Annual Financial
Statements.  As soon as available and in any event within one
hundred twenty (120) days after the end of each Fiscal Year, a consolidated and
consolidating balance sheets of Borrower and its Consolidated Subsidiaries as of
the end of such Fiscal Year, and the related consolidated and consolidating
statements of operations, and consolidated and consolidating statements of cash
flows for the Fiscal Year then ended, all in reasonable detail and stating in
comparative form the respective figures for the corresponding date and period in
such prior Fiscal Year, and all prepared in accordance with GAAP consistently
applied, and accompanied by an audit report on such consolidated financial
statements acceptable to Bank by Eisner LLP or such other independent
accountants selected by Borrower and acceptable to Bank.

    


    (3) Certificate of Chief
Financial Officer. Accompanying the quarterly and annual financial
statements to be delivered under subsections (1) and (2) above, a certificate of
the chief financial officer of Borrower (a) certifying that, to the best of the
knowledge of such chief financial officer, no Default or Event of Default has
occurred and is continuing, or if a Default or Event of Default has occurred and
is continuing, a statement as to the nature of such Default or Event of Default
and the action which is proposed to be taken with respect to such Default or
Event of Default, and (b) calculating compliance with the financial covenants
included in “Financial Covenants” (Article VII).

    


    (4) Management
Letters.  Promptly after their receipt, copies of all
management letters or reports submitted to Borrower by its independent public
accountants in connection with the examination of the financial statements of
Borrower made by such accountants.

    


    (5) Litigation. Promptly
after their commencement, notice of all actions, suits, and proceedings before
any Governmental Authority or arbitrator involving or affecting Borrower or any
of its Subsidiaries, which is reasonably likely to be determined against
Borrower or any such Subsidiary, and, if so determined, could result in a
Material Adverse Change.


    
      
         


      

      
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    (6) Notice of Defaults and
Events of Default.  As soon as possible and in any event within
three (3) business days after the occurrence of each Default or Event of
Default, a written notice setting forth the details of such Default or Event of
Default and the action which is proposed to be taken with respect to such
Default or Event of Default.

    


    (7) Insurance.  Promptly
after the occurrence of any casualty, damage or loss to Borrower or any of its
Subsidiaries, whether or not giving rise to a claim under any insurance policy,
in an amount greater than $500,000 notice of such event, together with copies of
any documents relating to such event, including copies of any such claim, in
possession or control of Borrower or any such Subsidiary or any agent of
Borrower or any such Subsidiary, and immediately after the occurrence thereof,
written notice of any cancellation of any insurance policy required to be
maintained by Borrower or any such Subsidiary pursuant to any of the Financing
Documents.

    


    (8) Environmental
Notices.  Promptly after their receipt, copies of all
Environmental Notices received by Borrower or any of its
Subsidiaries.

    


    (9) Material Adverse
Change.  As soon as possible and in any event within three (3)
Business Days after the occurrence of any event or circumstance which has
resulted in, or could result in, a Material Adverse Change, written notice of
such event or circumstance.

    


    (10)
ERISA
Reports.  Upon the request of Bank, promptly after their filing
or receipt, copies of all reports, including annual reports, and notices which
Borrower files with or receives from the PBGC or the U.S. Department of Labor
under ERISA, and as soon as possible and in any event within three (3) Business
Days after Borrower knows or has reason to know that any Reportable Event or
Prohibited Transaction has occurred with respect to any Plan or that the PBGC or
Borrower or any ERISA Affiliate has instituted or will institute proceedings
under Title IV of ERISA to terminate any Plan, Borrower will deliver to Bank a
certificate of the chief financial officer of Borrower setting forth details as
to such Reportable Event or Prohibited Transaction or Plan termination and the
action Borrower proposes to take with respect to such Event, Transaction or
termination.

    


    (11)
Reports to Other
Creditors.  Promptly after their furnishing, copies of any
statement or report furnished to any other Person pursuant to the terms of any
indenture, loan, or credit or similar agreement and not otherwise required to be
furnished pursuant to any other clause of this Section.

    


    (12) Employee Benefit
Plans.  Upon the request of Bank, delivery of copies of all
generally applicable employee benefit plans of the Borrower and each Guarantor
then in existence and confirmation satisfactory to Bank that (a) the plans are
funded in accordance with at least minimum statutory requirements for funding,
(b) no Reportable Event has occurred as to any plan and (c) no termination of,
or withdrawal from any of the plans has occurred or is contemplated that would
result in any liability on the part of the Borrower and any Guarantor that has
resulted in or could result in a material adverse change to Borrower or any
Guarantor.

    


    (13)
General
Information.  Such other information respecting the status of
the business, assets, liabilities, results of operations, condition (financial
or otherwise), property or prospects of Borrower or any of its Subsidiaries as
Bank may reasonably request from time to time.


    
      
         


      

      
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    ARTICLE
VI NEGATIVE COVENANTS

    


    So long
as the Revolving Credit Note remains unpaid, or Bank has a Revolving Credit
Commitment, or any other amount is owing by Borrower to Bank under any Financing
Document, Borrower will not and will not permit any of its Subsidiaries
to:

    


    Section
6.01. Debt.  Create,
incur, assume, or suffer to exist, any Debt, except (1) Debt under the Financing
Documents or any other Debt owed to Bank, (2) accrued expenses, trade payables,
advances or progress payments under contracts, all as are customarily incurred
in the ordinary course of business, (3) Debt secured by purchase money Liens
permitted by “Liens” (Section 6.03).

    


    Section
6.02 Guarantees. Assume,
guarantee, endorse or otherwise be or become directly or contingently
responsible or liable for the obligations of any Person, including but not
limited to, an agreement to purchase any obligation, stock, assets, goods or
services or to supply or advance any funds, assets, goods or services, or an
agreement to maintain or cause such Person to maintain a minimum working capital
or net worth or otherwise to assure the creditors of any Person against loss,
except guaranties by endorsement of negotiable instruments for deposit or
collection in the ordinary course of business.

    


    Section
6.03 Liens.  Create,
incur, assume, or suffer to exist, any Lien, upon or with respect to any of its
properties or assets, now owned or hereafter acquired, except

    


    (1) Liens
in favor of Bank,

    


    (2) Liens
for taxes or assessments or other governmental charges or levies if not yet due
and payable or if they are due and payable they are the subject of a Good Faith
Contest,

    


    (3) Liens
imposed by Law, such as mechanic’s, materialmen's, landlord's, warehousemen's,
and carrier’s Liens, and other similar Liens, securing obligations incurred in
the ordinary course of business which are not past due or which are being
contested pursuant to a Good Faith Contest,

    


    (4) Liens
under worker's compensation, unemployment insurance, social security, or similar
legislation,

    


    (5)
Liens, deposits, or pledges to secure the performance of bids, tenders,
contracts (other than contracts for the payment of money), leases (permitted
under the terms of this Agreement), public or statutory obligations, surety,
stay, appeal, indemnity, performance or other similar bonds, or other similar
obligations arising in the ordinary course of business,

    


    (6)
Judgment and other similar Liens arising in connection with court proceedings,
provided the execution or other enforcement of such Liens is effectively stayed
and the claims secured by such Liens are the subject of a Good Faith
Contest,

    


    (7)
Easements, rights-of-way, restrictions, and other similar encumbrances which, in
the aggregate, do not materially interfere with the occupation, use, and
enjoyment by Borrower or the applicable Subsidiary of the property or assets so
encumbered in the ordinary course of its business or materially impair the value
of the property subject to such encumbrance,


    
      
         


      

      
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    (8)
Purchase money Liens on any property hereafter acquired or the assumption of any
Lien on property existing at the time of such acquisition, or a Lien incurred in
connection with any conditional sale or other title retention agreement or a
Capital Lease, provided that:

    


    (a) Any
property subject to any of the foregoing is acquired by the Borrower or the
applicable Subsidiary in the ordinary course of its business and the Lien on any
such property is created contemporaneously with such acquisition,

    


    (b) The
Debt secured by any Lien so created, assumed, or existing shall not exceed 100%
of the lesser of cost or fair market value of such property as of the time of
acquisition of such property,

    


    (c) Each
such Lien shall attach only to the property so acquired and fixed improvements
on such property, and

    


    (d) The
aggregate Debt outstanding at any time secured by all such Liens with respect to
Borrower and all of its Subsidiaries shall not exceed $1,000,000.

    


    Section
6.04. Lease
Obligations. Create, incur, assume, or suffer to exist any obligation as
lessee for the rental or hire of any real or personal property, except (1)
Capital Leases permitted by “Liens” (Section 6.03), and (2) leases (other than
Capital Leases) which do not in the aggregate require Borrower and all of its
Subsidiaries to make payments (including taxes, insurance, maintenance, and
similar expenses which Borrower or its Subsidiaries are required, in the
aggregate, to pay under the terms of any lease) in any Fiscal Year in excess of
$1,000,000.

    


    Section
6.05 Investments.  Make
any loan or advance to any Person, or purchase or otherwise acquire any capital
stock, assets, obligations, or other securities of, make any capital
contribution to, or otherwise invest in or acquire any interest in any Person,
except (1) direct obligations of the United States of America or any agency
thereof backed by the full faith and credit of the United States of America with
maturities of one (1) year or less from the date of acquisition, (2) commercial
paper with maturities of one hundred eighty (180) days or less of a domestic
issuer rated at least “A-1” by Standard & Poor's Rating Group, a division of
McGraw-Hill Companies or “P-1” by Moody's Investors Service, Inc., (3)
certificates of deposit with maturities of one (1) year or less from the date of
acquisition issued by any commercial bank having capital and surplus in excess
of $1,000,000,000, (4) investments in financial products or funds offered by or
through Bank, and (5) Permitted Acquisitions.

    


    Section
6.06 Sale of
Assets.  Sell, lease, assign, transfer, or otherwise dispose
of, any of its now owned or hereafter acquired assets, except (1) inventory
disposed of in the ordinary course of business, and (2) the sale or other
disposition of assets no longer used or useful in the conduct of its
business.

    


    Section
6.07. Distributions.  Declare
or pay any dividends or distributions (other than dividends payable solely in
capital stock) or purchase, redeem, retire, or otherwise acquire for value any
of its capital stock or securities convertible into capital stock now or
hereafter outstanding, or make any distribution of assets to stockholders as
such, whether in cash, assets, or in obligations of Borrower, or allocate or
otherwise set apart any sum for the payment of any dividend or distribution on,
or for the purchase, redemption, or retirement of any capital stock, or make any
other distribution by reduction of capital or otherwise in respect of any
capital stock, or purchase or otherwise acquire for value any capital stock,
except for purchases by Borrower of Equity Interest in Borrower where the
aggregate amount of all such purchases while this Agreement is in effect is
equal to or less than $5,000,000.


    
      
         


      

      
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    Section
6.08 Fundamental
Changes. Merge or consolidate with, or change its form of business
organization, or liquidate or dissolve (or suffer any liquidation or
dissolution), or sell, assign, lease, or otherwise dispose of (whether in one
transaction or in a series of transactions) all or a material portion of its
assets (whether now owned or hereafter acquired), to any Person, or acquire from
any Person assets which will constitute a material portion of the assets of
Borrower or the applicable  Subsidiary after giving effect to such
acquisition, or enter into a joint venture with any Person or become a partner
in any partnership, except for (1) joint ventures and partnerships entered into
in the ordinary course of business, and (2) Permitted Acquisitions.

    


    Section
6.09. Lines of
Business.  Directly or indirectly engage in any business
inconsistent with the general character of the business in which it is engaged
on the Closing Date, or substantially alter the general character of its
business.

    


    Section
6.10. Transaction with
Affiliate.  Enter into any transaction, including, without
limitation, the purchase, sale, or exchange of property or the rendering of any
service, with any Affiliate, except in the ordinary course of and pursuant to
the reasonable requirements of the business of Borrower or the applicable
Subsidiary and upon fair and reasonable terms no less favorable to Borrower or
such Subsidiary that Borrower or such Subsidiary would obtain in a comparable
arm's length transaction with a Person not an Affiliate.

    


    Section
6.11. Name, Fiscal
Year Accounting and Organizational Documents.  Change its name,
its Fiscal Year, its method of accounting, except as required by GAAP, or any of
the terms or provisions of its organizational documents.

    


    ARTICLE
VII FINANCIAL COVENANTS

    


    So long
as the Revolving Credit Note remains unpaid, or Bank has a Revolving Credit
Commitment or any other amount is owing by Borrower to Bank under any Financing
Document:

    


    Section
7.01. Liquidity
Ratio.  Borrower and its Consolidated Subsidiaries will have as
of each Quarterly Date a Liquidity Ratio of not less than 1.25 to
1.

    


    Section
7.02. Debt Service
Coverage Ratio. Borrower and its Consolidated Subsidiaries will have as
of each Quarterly Date a Debt Service Coverage Ratio of not less than 1.25 to
1.

    


    Section
7.03. Minimum
Consolidated Net Income. Borrower and its Consolidated Subsidiaries will
have for every two (2) consecutive Fiscal Quarters and for each Fiscal Year
Consolidated Net Income of not less than One Dollar ($1.00).


    
      
         


      

      
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    ARTICLE
VIII EVENTS OF DEFAULT AND REMEDIES

    


    Section
8.01. Events of
Default.  Any of the following events shall be an “Event of
Default”:

    


    (1) Payment Default.
Borrower fails (a) to pay the principal of, or interest on, the Revolving Credit
Note when due and payable, or (b) Borrower fails to pay any fees or expenses
required to be paid under any of the Financing Documents within ten (10) days of
when due and payable,

    


    (2) Breach of
Representation. Any representation or warranty made by Borrower in any
Financing Document to which it is a party or which is contained in any
certificate, document, opinion, or financial or other statement furnished at any
time under or in connection with any Financing Document shall prove to have been
(a) in the case of such representation or warranty which is not subject to a
Material Adverse Change exception, incorrect in any material respect on or as of
the date made, or (b) in the case of such representation or warranty which is
subject to a Material Adverse Change exception, incorrect on or as of the date
made,

    


    (3) Breach of Covenant.
Borrower fails to perform or observe any term, covenant or agreement contained
in “Maintenance of Insurance” (Section 5.05), “Reporting Requirements” (Section
5.09), “Negative Covenants” (Article VI) or “Financial Covenants” (Article VII)
on its part to the performed or observed, or Borrower fails to perform or
observe any other term, covenant or agreement contained in this Agreement and
such failure shall remain unremedied for thirty (30) consecutive calendar days
after such failure,

    


    (4) Cross Default.
Borrower or any Subsidiary shall (a) fail to pay all or any portion of its Debt
(other than the Debt evidenced by the Revolving Credit Note or Debt which is
equal to or greater than $500,000), or any interest or premium on such Debt when
due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such Debt,
or any other default under any agreement or instrument relating to any such
Debt, or any other event shall occur and shall continue after the applicable
grace period, if any, specified in such agreement or instrument, if the effect
of such default or event is to accelerate, or to permit the acceleration of, the
maturity of such Debt, or any such Debt shall be declared to be due and payable,
or be required to be prepaid (other than by a regularly scheduled required
prepayment) prior to the stated maturity of such Debt,

    


    (5) Bankruptcy. Borrower
or any Subsidiary shall generally not pay its debts as such debts become due, or
shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors, or any proceeding shall be
instituted by or against Borrower or any such Subsidiary seeking to adjudicate
it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangements, adjustment, protection, relief, or composition of it or its debts
under any Law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee, or other similar official for it or for any substantial part
of its property and if instituted against Borrower or any Subsidiary shall
remain undismissed for a period of thirty (30) days, or Borrower or any
Subsidiary shall take any action to authorize any of the actions set forth above
in this subsection (5),


    
      
         


      

      
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    (6) Judgments. Any
judgment or order or combination of judgments or orders for the payment of
money, in excess of $500,000 in the aggregate, shall be rendered against
Borrower or any Subsidiary and either (a) enforcement proceedings shall have
been commenced by any creditor upon such judgment or order or (b) there shall be
any period of thirty (30) consecutive days during which a stay of enforcement of
such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect,

    


    (7) ERISA. Any of the
following events occur or exist with respect to Borrower or any ERISA Affiliate:
(a) any Prohibited Transaction involving any Plan; (b) any Reportable Event with
respect to any Plan; (c) the filing under Section 4041 of ERISA of a notice of
intent to terminate any Plan or the termination of any Plan; (d) any event or
circumstance that might constitute grounds entitling the PBGC to institute
proceedings under Section 4042 of ERISA for the termination of, or for the
appointment of a trustee to administer, any Plan, or the institution of the PBGC
of any such proceedings; (e) complete or partial withdrawal under Section 4201
or 4204 of ERISA from a Multiemployer Plan or the reorganization, insolvency, or
termination of any Multiemployer Plan; and in each case above, such event or
condition, together with all other events or conditions, if any, could in the
opinion of Bank subject Borrower or any ERISA Affiliate to any tax, penalty, or
other liability to a Plan, a Multiemployer Plan, the PBGC, or otherwise (or any
combination thereof) which in the aggregate exceeds or may exceed
$25,000,

    


    (8) Financing Documents.
Any Financing Document shall at any time after its execution and delivery and
for any reason, ceases to be in full force and effect or shall be declared to be
null and void, or the validity or enforceability of such Financing Document
shall be contested by Borrower or Borrower shall fail to perform any of its
obligations under such Financing Document or Borrower shall deny that it has any
or further liability or obligation under any such Financing
Document,

    


    (9) Change in Control.
The occurrence of a Change in Control, or

    


    (10)
Material Adverse
Change. The occurrence of a Material Adverse Change.

    


    Section
8.02. Remedies.  If
any Event of Default shall occur, Bank may, (1) by notice to Borrower, terminate
the Revolving Credit Commitment, (2) by notice to Borrower, declare the
outstanding Revolving Credit Note, all interest on the Revolving Credit Note,
and all other amounts payable under any other Financing Document to be forthwith
due and payable, whereupon the Revolving Credit Note, all such interest, and all
such amounts due under such other Financing Documents shall become and be
forthwith due and payable, without presentment, demand, protest, or notice of
any kind, all of which are hereby expressly waived by Borrower, (3) exercise any
remedies provided in any of the Financing Documents and/or (4) exercise any
rights and remedies provided by Law, provided, however, that upon the occurrence
of an Event of Default specified under Section 8.01(5) above, the outstanding
Revolving Credit Note and any other amounts payable under all the Financing
Documents, and all interest on any of the foregoing, shall be forthwith due and
payable without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by Borrower.

    


    No
failure on the part of Bank to exercise, and no delay in exercising, any right
under any Financing Document shall operate as a waiver of such right or preclude
any other or further exercise of such right or the exercises of any other
right.  The remedies provided in the Financing Documents are
cumulative and not exclusive of any remedies provided by Law.


    
      
         


      

      
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    ARTICLE
IX MISCELLANEOUS

    


    Section
9.01 Amendments,
Etc. No amendment, modification, termination, or waiver of any provision
of any Financing Document, nor consent to any departure by Borrower from any
Financing Document, shall in any event be effective unless the same shall be in
writing and signed by Bank, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which
given.

    


    Section
9.02 Usury.  Anything
herein to the contrary notwithstanding, the obligations of Borrower under this
Agreement and the Revolving Credit Note shall be subject to the limitation that
payments of interest shall not be required to the extent that receipt of such
payment would be contrary to provisions of Law applicable to Bank limiting rates
of interest which may be charged or collected by Bank.

    


    Section
9.03 Costs and
Expenses. Borrower agrees to pay on demand all costs and expenses in
connection with the preparation, execution, delivery, filing, recording, and
administration of any of the Financing Documents, including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel for Bank, with respect
to the items noted above and with respect to advising Bank as to its rights and
responsibilities under any of the Financing Documents, and all costs and
expenses, if any, in connection with the enforcement of any of the Financing
Documents.  In addition, Borrower agrees to pay any and all stamp and
other taxes and fees payable or determined to be payable in connection with the
execution, delivery, filing, and recording of any of the Financing Documents and
the other documents to be delivered under any such Financing Documents, and
agrees to save Bank harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay such taxes
and fees. All such costs and expenses not paid within ten (10) days after the
date requested by Bank will accrue interest at a rate per annum equal to the CP
Floating Rate plus 3.00%.

    


    Section
9.04 Indemnification.
Borrower agrees to indemnify Bank and its directors, officers, employees and
agents from, and hold each of them harmless against, any and all losses,
liabilities, claims, damages or expenses incurred by any of them arising out of
or by reason of any investigation or litigation or other proceedings (including
any threatened investigation or litigation or other proceedings) relating to any
actual or proposed use by Borrower of the proceeds of the Revolving Credit
Loans, including without limitation, the reasonable fees and disbursements of
counsel incurred in connection with any such investigation or litigation or
other proceedings, but excluding any such losses, liabilities, claims, damages
or expenses incurred by reason of the gross negligence or willful misconduct of
the Person to be indemnified.

    


    The
obligations of Borrower under this Section shall survive the repayment of the
Revolving Credit Loans and all amounts due under or in connection with any of
the Financing Documents.

    


    Section
9.05 Assignment,
Participation. This Agreement shall be binding upon, and shall inure to
the benefit of Borrower, Bank and their respective successors and assigns.
Borrower may not assign or transfer its rights or obligations under any of the
Financing Documents.  In the case of an assignment by Bank, the
assignee shall have, to the extent of such assignment (unless otherwise provided
in such assignment), the same rights, benefits and obligations as it would have
if it were Bank.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    Bank may
sell participation in all or any part of the Revolving Credit Loans to one or
more banks or other institutions.  Each such participant shall have no
rights under the Financing Documents and all amounts payable by Borrower shall
be determined as if Bank had not sold such participation. Bank may furnish any
information concerning Borrower in the possession of Bank from time to time to
assignees and participants (including prospective assignees and
participants).

    


    Bank has
the right to pledge the Revolving Credit Note to a Federal Reserve
Bank.

    


    Section
9.06 Notices,
Etc. All notices and other communications provided for under any of the
Financing Documents shall be in writing and shall be delivered by hand or
overnight courier service, mailed or sent by telecopy to any party to this
Agreement, at its address specified on its signature page to this Agreement or,
as to each party, at such other address as shall be designated by such party in
a written notice to the other party complying as to delivery with the terms of
this Section. All such notices and communications shall be effective in the case
of delivery by hand or overnight courier service or by telecopy on the date of
receipt and be effective in the case of delivery by mail two (2) Business Days
after being deposited in the mails.

    


    Section
9.07 Right of
Setoff.  Upon the occurrence and during the continuance of any
Event of Default, Bank is hereby authorized at any time and from time to time,
without notice to Borrower (any such notice being expressly waived by Borrower),
to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by Bank to or for the credit or the account of Borrower against any and all of
the obligations of Borrower now or hereafter existing under any of the Financing
Documents, irrespective of whether or not Bank shall have made any demand under
such Financing Document and although such obligations may be
unmatured.  Bank agrees promptly to notify Borrower, after any such
setoff and application, provided that the failure to give such notice shall not
affect the validity of such setoff and application.  The rights of
Bank under this Section are in addition to other rights and remedies (including,
without limitation, other rights of setoff) which Bank may have.

    


    Section
9.08 Jurisdiction,
Immunities. Borrower hereby irrevocably submits to the jurisdiction of
any New York State or United States Federal court sitting in County of Nassau in
the State of New York over any action or proceeding arising out of or relating
to any of the Financing Documents, and Borrower hereby irrevocably agrees that
all claims in respect of such action or proceeding may be heard and determined
in such New York State or Federal court.  Borrower irrevocably
consents to the service of any and all process in any such action or proceeding
by the mailing of copies of such process to such party at its address specified
on the signature page of this Agreement by registered mail, return receipt
requested.  Borrower agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in any other jurisdictions
by suit on the judgment or in any other manner provided by Law. Borrower further
waives any objection to venue in such State on the basis of inconvenient forum.
Borrower further agrees that any action or proceeding brought against the other
party shall be brought only in New York State or United States Federal court
sitting in the County of Nassau.

    


    Nothing
in this Section shall affect the right of Bank to serve legal process in any
other manner permitted by Law or affect the right of Bank to bring any action or
proceeding against Borrower or its property in the courts of any other
jurisdictions.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    To the
extent that Borrower has or hereafter may acquire any immunity from jurisdiction
of any court or from any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, execution or
otherwise) with respect to itself or its property, Borrower hereby irrevocably
waives such immunity in respect of its obligations under all of the Financing
Documents.

    


    Section
9.09 Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such State, without regard to its conflict
of law principles.

    


    Section
9.10 Counterparts.  This
Agreement may be executed in any number of counterparts and by different parties
to this Agreement in separate counterparts, each which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

    


    Section
9.11 Headings.  The
headings in this Agreement are for reference only, and shall not affect the
interpretation or construction of this Agreement.

    


    Section
9.12 Severability of
Provisions.  Any provision of any Financing Document which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of such Financing Document or affecting
the validity or enforceability of such provision in any other
jurisdiction.

    


    Section
9.13 Integration.  The
Financing Documents set forth the entire agreement among the parties hereto
relating to the transactions contemplated thereby and supersede any prior oral
or written statements or agreements with respect to such
transactions.

    


    Section
9.12 WAIVER OF SPECIAL
DAMAGES.  THE BORROWER HEREBY WAIVES, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT THE BORROWER MAY HAVE TO CLAIM OR RECOVER FROM THE
BANK IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES.

    


    Section
9.13  JURY
WAIVER.  THE BORROWER AND THE BANK HEREBY VOLUNTARILY,
KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) BETWEEN THE BORROWER AND THE BANK ARISING OUT OF OR IN ANY WAY
RELATED TO THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS.  THIS
PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO ENTER INTO THIS
AGREEMENT.

    


    Section
9.14  USA
PATRIOT ACT NOTIFICATION.  The following notification is
provided to Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31
U.S.C. Section 5318:


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    IMPORTANT
INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT.  To help the
government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify and record
information that identifies each person or entity that opens an account,
including any deposit account, treasury management account, loan, other
extensions of credit, or other financial services product.  What this
means for Borrower:  When Borrower opens an account, if Borrower is an
individual Bank will ask for Borrower’s name, taxpayer identification number,
residential address, date of birth, and other information that will allow Bank
to identify Borrower, and if Borrower IS not an individual Bank will ask for
Borrower’s name, taxpayer identification number, business address, and other
information that will allow Bank to identify Borrower.  Bank may also
ask, if Borrower IS an individual, to see Borrower’s driver’s license or other
identifying documents, and if Borrower is not an individual to see Borrower’s
legal organizational documents or other identifying documents.

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the year and date first
above written.

    


    
      
        
          
            
              
                
                  	 	
                          Hi-Tech
      Pharmacal Co., Inc.

                        	 
	 	 
      	 
      	 
	 	
                          By:

                        	
                          /s/William Peters

                        	 
	 	
                          Name:
      William Peters

                        	 
	 	
                          Title:
      Chief Financial Officer and Vice President

                        	 


                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  	 	
                          Address
      for Notices:

                        	 
	 	 
      	 
	 	
                          369
      Bayview Avenue

                        	 
	 	
                          Amityville,
      New York 11701

                        	 
	 	
                          Attention:
      David Seltzer

                        	 
	 	 
      	 
	 	
                          JPMorgan
      Chase Bank, N.A.

                        	 
	 	 
      	 
      	 
	 	
                          By:

                        	
                          /s/
      Richard H. Grabelsky

                        	 
	 	Name:
      Richard
      H. Grabelsky	 
	 	Title:
        Vice
      President	 
	 	 
      	 
      	 
	 	
                          Address
      for Notices:

                        	 
	 	
                          395
      North Service Road, Suite 302

                        	 
	 	
                          Melville,
      New York 11747

                        	 
	 	
                          Attention:
      Richard Grabelsky

                        	 


                

              

            

          

        

      

    


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    FORM OF
REVOLVING CREDIT NOTE

    


    REVOLVING
CREDIT NOTE

    


    
      
        	
                $10,000,000

              	
                Melville,
      New York

              
	 
      	
                May
      __, 2010

              


      

    

    


    FOR VALUE
RECEIVED, Hi-Tech Pharmacal Co., Inc., a Delaware corporation ("Borrower”)
hereby promise to pay to the order of JPMorgan Chase Bank, N.A. (“Bank”) at the
office of Bank located at 395 North Service Road, Suite 302, Melville, New York
11747 or at such other location as Bank may direct, the principal sum of Ten
Million Dollars  ($10,000,000), or if less, the aggregate unpaid
principal amount of all Revolving Credit Loans made by Bank to Borrower pursuant
to the Revolving Credit Agreement referred to below outstanding on the Revolving
Credit Facility Termination Date (as defined in the Credit Agreement referred to
below).

    


    Borrower
also promises to pay interest on the unpaid principal balance of this Revolving
Credit Note, for the period any principal is outstanding under such Note, at the
office specified above, at the time and rate per annum specified in the
Revolving Credit Agreement referred to below. Any amount of principal or
interest due and payable pursuant to this Revolving Credit Note which is not
paid when due, whether by stated maturity, acceleration or otherwise, shall bear
interest from the date when due until said principal amount or interest is paid
in full, payable on demand, at a rate per annum equal at all times to the rate
specified in the Revolving Credit Agreement (as defined below).

    


    Borrower
hereby authorizes Bank to record in its books and records and prior to a
transfer of this Revolving Credit Note, endorse on the Schedule annexed to this
Revolving Credit Note the amount of all Revolving Credit Loans made to Borrower
by Bank and all continuations, conversions and payments of principal amounts in
respect of the Revolving Credit Loans, which records and endorsements, as
applicable, shall, in the absence of manifest error, be conclusive as to the
outstanding principal amount of all Revolving Credit Loans owed to Bank,
provided, however, that the failure to make such notation with respect to any
Revolving Credit Loan or payment shall not limit or otherwise affect the
obligation of Borrower under the Revolving Credit Agreement or this Revolving
Credit Note.

    


    If this
Revolving Credit Note becomes due and payable on a day other than a Business
Day, the maturity of this Revolving Credit Note shall be extended to the next
following Business Day, and interest shall be payable on such installment at the
rate specified in this Revolving Credit Note during such extension.

    


    All
payments on this Revolving Credit Note shall be made in lawful money of the
United States of America in immediately available funds.


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    Reference
is made to the Revolving Credit Agreement dated as of May 27, 2010 between
Borrower and Bank (“Revolving Credit Agreement”).  This Revolving
Credit Note is the Revolving Credit Note referenced in the Revolving Credit
Agreement and evidences Revolving Credit Loans made by Bank to Borrower pursuant
to the Credit Agreement. All capitalized terms used in this Revolving Credit
Note which are not defined in this Revolving Credit Note shall have the meaning
specified for such term in the Revolving Credit Agreement.

    


    The
Revolving Credit Agreement provides for the acceleration of the maturity of the
Revolving Credit Loans upon the occurrence of an Event of Default.

    


    Borrower
hereby waives presentment, notice of dishonor, protest and any other notice or
formality with respect to this Revolving Credit Note.

    


    This
Revolving Credit Note shall be governed by, and interpreted and construed in
accordance with, the laws of the state of New York, without regard to its
conflicts of law provisions.

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                Hi-Tech
      Pharmacal Co., Inc.

                              	 
	 	 
      	 
	 	
                                By:

                              	 
      	 
	 	
                                Name:

                              	 
      	 
	 	
                                Title:

                              	 
      	 


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        34

        
          

        

      

      
         


      

    

    


    
      	
              SCHEDULE
      TO TERM LOAN NOTE OF

            
	
              HI-TECH
      PHARMACAL CO., INC.

            


    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Date Loan

                                          Made or

                                          Repaid

                                        	 	
                                          Type of

                                          Loan

                                        	 	
                                          Amount of

                                          Loan

                                        	 	
                                          Length of

                                          Interest

                                          Period

                                        	 	
                                          Amount of

                                          Principal

                                          Repayment

                                        	 	
                                          Unpaid

                                          Principal

                                          Balance of

                                          Loans

                                        	 	
                                          Name of

                                          Person

                                          Making

                                          Notation

                                        
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    CALCULATION
OF INTEREST RATES

    


    As the
applicable interest rate Borrower can select either the CB Floating Rate or the
Adjusted LIBOR Rate plus the Applicable Margin.

    


    If the CB
Floating Rate is selected then the applicable rate of interest on the Revolving
Credit Loan will be the higher of (1) the Prime Rate, or (2) the Adjusted One
Month LIBOR Rate.  The Prime Rate is the Prime Rate announced by
Bank.  The Adjusted One Month LIBOR Rate is a rate calculated as
follows:

    


    2.50% +
1 Month LIBOR
Rate

    (1 minus Reserve Required)

    


    If the
One Month LIBOR Rate is 0.30% and the Reserve Required is 0% then the Adjusted
One Month LIBOR Rate is

    


    2.50% +
0.30% =
2.80%

    1

    


    If the
Adjusted LIBOR Rate plus the Applicable Margin is selected then such Rate is
calculated as follows:

    


    LIBOR Rate x           1          
+ Applicable Margin

    (1 minus
Statutory Reserve Rate)

    


    If the
LIBOR Rate is 1.00% and the Statutory Reserve Rate is 0% then the Adjusted LIBOR
Rate plus the Applicable Margin is:

    


    1.00% x 1
+ 1.50% = 2.50%


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    SCHEDULE
OF SUBSIDIARIES AND AFFILIATES

    


    ECR
Pharmaceuticals Co., Inc.


    
      
         


      

      
        37