REVOLVING
      LINE OF CREDIT NOTE

     

    1. DEFINED
      TERMS.
      As used
      in this Revolving Line of Credit Note (this “Note”), the following terms shall
      have the meanings there indicated:

    


    
      	
              1.1

            	
              Borrower:

            	
              National
                Investment Managers Inc.

            
	 	 	
              A
                Florida corporation

            
	 	 	
              545
                Metro Place South, Suite 100

            
	 	 	
              Dublin,
                OH 43017

            
	 	 	     
	
              1.2

            	
              Lender:

            	
              RBS
                Citizens, National Association

            
	 	 	
              28
                State Street

            
	 	 	
              Boston,
                MA 02109

            
	 	 	     
	
              1.3

            	
              Expiration
                Date: 

            	
              July
                31, 2010

            
	 	 	 
	
              1.4

            	
              Loan
                Agreement:

            	
              The
                Revolving Line of Credit and Term Loan Agreement of even date herewith
                by
                and between Borrower and Lender, as may be amended, modified, or
                extended
                from time to time.

            
	 	 	 
	
              1.5

            	
              Maximum

            	 
	 	
              Revolving
                Credit:

            	
              $2,000,000.00.

            


    

    


    All
      capitalized terms used, but not otherwise defined, herein shall have the
      meanings set forth in the Loan Agreement. The terms and conditions of the Loan
      Agreement and the other Loan Documents are incorporated herein by
      reference.

    


    2. DEBT:
      For
      value
      received, the Borrower hereby promises to pay to the order of Lender the Maximum
      Revolving Credit, or so much of the Maximum Revolving Credit as has been
      advanced by Lender from time to time pursuant to the Loan Agreement, together
      with interest on all unpaid balances under this Note at the applicable interest
      rate set forth in this Note and with all other amounts due hereunder or under
      the Loan Documents. Loan proceeds under this Note shall be advanced as a
      revolving line of credit loan, such that, prior to the Expiration Date and
      provided that Borrower complies with the terms and conditions of the Loan
      Documents, the Borrower may, from time to time, borrow, re-pay, and re-borrow
      principal under the Note, so long as the Aggregate Revolving Advances do not
      exceed the Maximum Revolving Credit.

    


    3. INTEREST:
      Each
      Revolving Advance shall accrue interest at a variable per annum rate of interest
      equal to either, at Borrower’s election in accordance with the terms and
      conditions of the Loan Agreement, (i) the Prime Rate or (ii) the Adjusted LIBOR
      Rate, plus
      the
      LIBOR Rate Margin (as such terms are defined in Rider
      A
      entitled
“RBS Citizens Standard Libor Provisions (Revolving Line of Credit)” attached
      hereto and made a part hereof) (the “LIBOR Option”). Changes in the interest
      rate applicable to any Revolving Advance occurring as a result of changes in
      the
      Prime Rate or the LIBOR Advantage Rate, as applicable, shall take place
      immediately without notice to Borrower or demand of any kind. Interest on each
      Revolving Advance shall at all times be calculated on a 360-day year of twelve
      30-day months, but shall accrue and be payable on the actual number of days
      elapsed. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

            

    4. PAYMENTS:
      The
      Borrower shall make monthly payments of accrued interest in arrears on the
      outstanding principal balance of each Revolving Advance on (x) each Payment
      Date, for Revolving Advances accruing interest at the Prime Rate and (y) each
      LA
      Interest Payment Date (as defined in Rider
      A),
      for
      Revolving Advances accruing interest at the LIBOR Advantage Option. If interest
      is due and accrued for a period of more or less than one (1) month on any
      Payment Date or on any LA Interest Payment Date, as applicable, such payment
      shall be increased or decreased to the extent that the amount of interest then
      due under such payment exceeds or is less than one (1) month’s interest. The
      Borrower shall also repay the Aggregate Revolving Advances in part from time
      to
      time in such principal amounts as may be necessary to ensure that the Aggregate
      Revolving Advances at no time exceed the Maximum Revolving Credit. On the
      Expiration Date or such earlier date as may be required by the terms of the
      Loan
      Documents, the Borrower shall pay to Lender the entire then unpaid balance
      of
      principal, interest, and other charges due under the Loan Documents. Any
      payments on this Note, whether such payment is of a regular installment or
      represents a prepayment, shall be made in coin and currency of the United States
      of America which is legal tender for the payment of public and private debts,
      in
      immediately available funds, to Lender at Lender's address set forth herein
      or
      at such other address as Lender may from time to time designate in writing.
      The
      Borrower hereby authorizes Lender to charge any account maintained by Borrower
      with Lender for any payment due from Borrower under this Note or under any
      of
      the other Loan Documents. In any of the foregoing cases, such authorization,
      however, does not obligated Lender so to charge nor does it limit the Borrower’s
      obligation to make any payment when due.

    


    5. DEFAULT
      INTEREST: Upon
      an
      Event of Default, at Lender’s option, Borrower shall, in addition to any other
      payment due hereunder, pay interest under this Note from and after the date
      on
      which such Event of Default has occurred at a per annum interest rate equal
      to
      the lesser of (a) the Interest Rate, plus
      five
      percent (5%), or (b) the maximum rate permitted by law, and such interest shall
      be due and payable, on demand, at such rate until such Event of Default has
      been
      waived in writing by Lender or the entire outstanding amount due under this
      Note
      is paid to Lender, whether or not any action shall have been taken or proceeding
      commenced to recover the same or to foreclose upon the Collateral. Nothing
      in
      this Section 5 or in any other provision of this Note shall constitute an
      extension of the time of payment of the indebtedness hereunder.

    


    6. DELINQUENCY
      CHARGES: If
      Borrower fails to pay any amount due under this Note for ten (10) days after
      such payment becomes due, whether by acceleration or otherwise, Lender may,
      at
      its option, whether immediately or at the time of final payment of the amounts
      evidenced by this Note impose a delinquency or “late” charge equal to five
      percent (5%) of the amount of such past due payment, notwithstanding the date
      on
      which such payment is actually paid in full, and the amount thereof shall be
      secured by the Loan Documents and by any other collateral held by Lender to
      secure the indebtedness evidenced by the Loan Documents. Borrower agrees that
      any such delinquency charges shall not be deemed to be additional interest
      or
      penalty, but shall be deemed to be liquidated damages because of the difficulty
      in computing the actual amount of damages in advance.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7. COSTS
      AND EXPENSES UPON DEFAULT: After
      a
      Default Event or an Event of Default, in addition to principal, interest and
      delinquency charges, Lender shall be entitled to collect all costs of
      collection, including, but not limited to, reasonable attorneys fees and
      expenses, incurred in connection with the protection or realization of
      collateral or in connection with Lender’s exercise of any rights under the Loan
      Documents or with any of Lender's collection efforts, whether or not suit on
      this Note is filed, and all such costs and expenses shall be payable on demand
      and until paid shall also be secured by the Loan Documents and by all other
      collateral held by Lender as security for Borrower’s obligations to
      Lender.

    


    8. APPLICATION
      OF PAYMENTS: Unless
      an
      Event of Default has occurred, all payments hereunder shall be applied first
      to
      delinquency charges, costs of collection and enforcement and other similar
      amounts due, if any, under this Note and under the Loan Agreement, then to
      interest which is due and payable under this Note, and the remainder, if any,
      to
      principal due and payable under this Note. If an Event of Default has occurred,
      such payments may be applied to sums due under this Note or under the Loan
      Agreement in any order and combination that Lender may, in its sole and absolute
      discretion, determine. 

    


    9. PERMITTED
      PREPAYMENT: The
      Borrower shall have the right to prepay the outstanding Revolving Advances
      in
      whole or in part at any time without prepayment interest or penalty and to
      re-borrow such amounts as permitted by the terms of the Loan Agreement; provided
      that Borrower shall be liable at the time of any such prepayment for any LIBOR
      Breakage Fee (as defined in Rider
      A)
      or any
      fees in connection with any Hedging Obligations (as defined in Rider
      A).

    


    10. COSTS;
      ILLEGALITY OF LOAN: The
      Borrower shall pay to Lender on demand (i) all costs and expenses of Lender
      in
      connection with, and any stamp or other taxes or charges (including filing
      fees)
      payable with respect to, this Note and the enforcement hereof; and (ii) any
      amount necessary to compensate it for (a) any losses or costs (including funding
      costs) sustained by it as a consequence of any default by Borrower hereunder;
      and (b) any increased costs Lender may sustain in maintaining the borrowing
      evidenced hereby due to the introduction of, or any change in, law or applicable
      regulations (including the interpretation thereof) or due to the compliance
      by
      Lender with any guideline or request from any central bank or governmental
      authority. In addition, if it shall become unlawful, or any central bank or
      other governmental authority shall assert it to be unlawful, for Lender (or
      any
      bank which is directly or indirectly funding Lender with respect to the
      Revolving Loan) to maintain the borrowing evidenced hereby, Borrower agrees
      to
      prepay this Note in full together with accrued interest and other amounts
      payable hereunder on demand.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    11. WAIVERS:
      BORROWER
      AND EACH GUARANTOR OF THIS NOTE SEVERALLY AND IRREVOCABLY WAIVE THEIR RESPECTIVE
      RIGHTS TO NOTICE AND HEARING TO THE EXTENT PERMITTED BY ANY STATE OR FEDERAL
      LAW
      WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH LENDER MAY DESIRE TO USE, and,
      further, severally and irrevocably waive presentment for payment, demand, notice
      of nonpayment, notice of intention to accelerate the maturity of this Note,
      diligence in collection, commencement of suit against any obligor, notice of
      protest, and protest of this Note and all other notices in connection with
      the
      delivery, acceptance, performance, default or enforcement of the payment of
      this
      Note, before or after the maturity of this Note, with or without notice to
      Borrower and any Guarantor, and agree that their liability shall not be in
      any
      manner affected by any indulgence, extension of time, renewal, waiver or
      modification granted or consented to by Lender. The Borrower and each Guarantor
      consent to any and all extensions of time, renewals, waivers or modifications
      that may be granted by Lender with respect to the payment or other provisions
      of
      this Note, and to any substitution, exchange or release of the collateral for
      this Note, or any part thereof, with or without substitution of said collateral,
      and agree to the addition or release of any Guarantor, all whether primarily
      or
      secondarily liable, before or after maturity of this Note, with or without
      notice to Borrower or any Guarantor, and without affecting their liability
      under
      this Note. Any delay on the part of Lender in exercising any right under this
      Note shall not operate as a waiver of any such right, and any waiver granted
      or
      consented to on one occasion shall not operate as a waiver in the event of
      any
      subsequent default.

    


    BORROWER
      AND EACH GUARANTOR OF THIS NOTE HEREBY SEVERALLY AND IRREVOCABLY WAIVES ALL
      RIGHT TO A TRIAL BY JURY IN ANY PROCEEDINGS HEREAFTER INSTITUTED BY OR AGAINST
      BORROWER OR GUARANTOR IN RESPECT OF THIS NOTE OR ARISING OUT OF ANY DOCUMENT,
      INSTRUMENT OR AGREEMENT EVIDENCING, GOVERNING OR SECURING THIS
      NOTE.

    


    12. NO
      USURY: Lender
      and Borrower intend to comply at all times with applicable usury laws. If at
      any
      time such laws would ever render usurious any amounts called for under this
      Note
      or the other Loan Documents, then it is Borrower’s and Lender’s express
      intention that Borrower shall not be required to pay interest on this Note
      at a
      rate in excess of the maximum lawful rate, that the provisions of this Section
      12 shall control over all other provisions of this Note which may be in apparent
      conflict herewith, that such excess amount shall be credited to the principal
      balance of this Note (or, if this Note has been fully paid, refunded by Lender
      to Borrower), and the provisions hereof shall be reformed and the amounts
      thereafter collectible under this Note reduced, without the necessity of the
      execution of any further documents, so as to comply with the then applicable
      law, but so as to permit the recovery by Lender of the fullest amount otherwise
      called for under this Note. Any such crediting or refund shall not cure or
      waive
      any default by Borrower under this Note or the other Loan Documents. If at
      any
      time following any reduction in the interest rate payable by Borrower there
      remains unpaid any principal amount under this Note and the maximum interest
      rate allowed by applicable law is increased or eliminated, then the interest
      rate payable under this Note shall be readjusted, to the extent not prohibited
      by applicable law, so that the dollar amount of interest payable hereunder
      shall
      be equal to the dollar amount of interest which would have been paid by Borrower
      without giving effect to the reduction in interest resulting from compliance
      with applicable usury laws. Borrower agrees that in determining whether or
      not
      any interest payable under this Note exceeds the highest rate allowed by law,
      any non-principal payment (except payments specifically stated in this Note
      to
      be "interest"), including, without limitation, prepayment fees and delinquency
      charges, shall, to the maximum extent allowed by law, be an expense, fee or
      premium rather than interest. The term "applicable law", as used in this Note
      shall mean the laws of The Commonwealth of Massachusetts or the laws of the
      United States, whichever laws allow the greater rate of interest, as such laws
      now exist or may be changed or amended or come into effect in the
      future.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
13. ACCELERATION
      AND OTHER REMEDIES: If:

    


    (a) Borrower
      fails to pay any sum due on this Note within ten (10) days of the due date;
      or

    


    (b) An
“Event
      of Default,” as such term is defined in the Loan Agreement or any other Loan
      Document, occurs;

    


    then,
      and
      in any such event, Lender may, at its option, declare the entire unpaid balance
      of this Note together with interest accrued thereon, to be immediately due
      and
      payable and Lender may proceed to exercise any rights or remedies that it may
      have under this Note or the Loan Agreement or such other rights and remedies
      which Lender may have at law, equity or otherwise.

    


    14. JOINT
      AND SEVERAL LIABILITY:
      The
      liabilities of Borrower and any Guarantor of this Note are joint and several;
      provided, however, the release by Lender of Borrower or any one or more
      Guarantor shall not release any other person obligated on account of this Note.
      Each reference in the within Note to Borrower and any Guarantor is to such
      person individually and also to all such persons jointly. No person obligated
      on
      account of this Note may seek contribution from any other person also obligated
      unless and until all liabilities to Lender from the person from whom
      contribution is sought have been satisfied in full.

    


    15. SUCCESSORS
      AND ASSIGNS: This
      Note
      shall be binding upon Borrower and upon its respective successors, assigns
      and
      representatives, and shall inure to the benefit of Lender and its successors,
      endorsees, and assigns.

    


    16. SECURITY:
      This
      Note
      is secured by the other Loan Documents, and all amendments, modifications,
      supplements, substitutions, additions, renewals, replacements and extensions
      thereof. Borrower hereby grants to Lender a security interest in any and all
      deposits or other sums at any time credited by or due from Lender to Borrower
      and any cash, securities, instruments, or other property of Borrower which
      now
      or hereafter are at any time in the possession or control of Lender, and such
      sums shall constitute additional security to Lender for the liabilities of
      Borrower to Lender, including, without limitation, the liability evidenced
      hereby, and may be applied or set off by Lender against such liabilities at
      any
      time from and after an Event of Default hereunder, whether or not other
      collateral is available to Lender.

    


    17. COLLECTION:
      Any
      check, draft, money order or other instrument given in payment of all or any
      portion hereof may be accepted by Lender and handled by collection in the
      customary manner, but the same shall not constitute payment hereunder or
      diminish any rights of Lender except to the extent that actual cash proceeds
      of
      such instrument are unconditionally received by Lender and applied to this
      indebtedness in the manner elsewhere herein provided.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    18. AMENDMENTS:
      This
      Note
      may be changed or amended only by an agreement in writing signed by the party
      against whom enforcement is sought.

    


    19. GOVERNING
      LAW; SUBMISSION TO JURISDICTION: This
      Note
      is given to evidence debt for business or commercial purposes, is being
      delivered to Lender at one of its offices in The Commonwealth of Massachusetts
      and shall be governed by and construed under the laws of said Commonwealth.
      Borrower and each officer, director, and employee of Borrower hereby submit
      to
      personal jurisdiction in said Commonwealth for the enforcement of Borrower’s
      obligations hereunder, under the Loan Agreement and under the other Loan
      Documents, and waive any and all personal rights under the law of any other
      state to object to jurisdiction within such Commonwealth for the purposes of
      litigation to enforce such obligations of Borrower. In the event such litigation
      is commenced, Borrower agrees that service of process may be made, and personal
      jurisdiction over Borrower obtained, by service of a copy of the summons,
      complaint and other pleadings required to commence such litigation upon Borrower
      at the address set forth in the preamble to this Note.

    


    20. CAPTIONS:
      All
      paragraph and subparagraph captions are for convenience of reference only and
      shall not affect the construction of any provision herein.

    


    IN
      WITNESS WHEREOF, this Note has been executed and delivered under seal this
      30th
      day of November, 2007.

    


    
      	 	 	
              BORROWER:

            
	 	 	 
	 	 	
              NATIONAL
                INVESTMENT MANAGERS INC.

            
	 	 	 
	 	 	 
	 	 	
              By:/s/Steven
                Ross

            
	
              Witness

            	 	
              Name:
                Steven Ross

            
	 	 	
              Title:
                CEO

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      RBS
        CITIZENS STANDARD LIBOR PROVISIONS

      (REVOLVING
        LINE OF CREDIT)


    

    Borrower: National
      Investment Managers Inc.

    


    1. Certain
      Definitions.

     

    “Adjusted
      LIBOR Rate”
means,
      relative to any LIBOR Rate Loan to be made, continued or maintained as, or
      converted into, a LIBOR Rate Loan for any LIBOR Interest Period, a rate per
      annum determined by dividing (x) the LIBOR Rate for such LIBOR Interest Period
      by (y) a percentage equal to one hundred percent (100%) minus the LIBOR Reserve
      Percentage.

     

    “Business
      Day”
      means:

     

    
      	 	
              (a)

            	
              any
                day which is neither a Saturday or Sunday nor a legal holiday on
                which
                commercial banks are authorized or required to be closed in Boston,
                MA;

            


    

     

    
      	 	
              (b)

            	
              when
                such term is used to describe a day on which a borrowing, payment,
                prepaying, or repaying is to be made in respect of any LIBOR Rate
                Loan,
                any day which is: (i) neither a Saturday or Sunday nor a legal holiday
                on
                which commercial banks are authorized or required to be closed in
                New York
                City; and (ii) a London Banking Day;
                and

            


    

     

    
      	 	
              (c)

            	
              when
                such term is used to describe a day on which an interest rate
                determination is to be made in respect of any LIBOR Rate Loan, any
                day
                which is a London Banking Day.

            


    

     

    “Expiration
      Date”
means
      July 31, 2010, unless accelerated sooner pursuant to the terms
      hereof.

     

    “Hedging
      Contracts”
means,
      interest rate swap agreements, interest rate cap agreements and interest rate
      collar agreements, or any other agreements or arrangements entered into between
      the Borrower and the Lender and designed to protect the Borrower against
      fluctuations in interest rates or currency exchange rates.

     

    “Hedging
      Obligations”
means,
      with respect to the Borrower, all liabilities of the Borrower to the Lender
      under Hedging Contracts.

     

    “Interest
      Payment Date”
means,
      relative to any LIBOR Rate Loan having an LIBOR Interest Period of three months
      or less, the last Business Day of such LIBOR Interest Period, and as to any
      LIBOR Rate Loan having an LIBOR Interest Period longer than three months, each
      Business Day which is three months, or a whole multiple thereof, after the
      first
      day of such LIBOR Interest Period and the last day of such LIBOR Interest
      Period.

     

    “LIBOR
      Rate”
means,
      relative to any LIBOR Interest Period, the offered rate for deposits of U.S.
      Dollars in an amount approximately equal to the amount of the requested LIBOR
      Rate Loan for a term coextensive with the designated LIBOR Interest Period
      which
      the British Bankers’ Association fixes as its LIBOR rate as of 11:00 a.m. London
      time on the day which is two London Banking Days prior to the beginning of
      such
      LIBOR Interest Period. If such day is not a London Banking Day, the LIBOR Rate
      shall be determined on the next preceding day which is a London Banking Day.
      If
      for any reason the Lender cannot determine such offered rate by the British
      Bankers’ Association, the Lender may, in its discretion, select a replacement
      index based on the arithmetic mean of the quotations, if any, of the interbank
      offered rate by first class banks in London or New York for deposits in
      comparable amounts and maturities.

     

    “LIBOR
      Interest Period”
means,
      relative to any LIBOR Rate Loan:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (i)
                

            	
              initially,
                the period beginning on (and including) the date on which such LIBOR
                Rate
                Loan is made or continued as, or converted into, a LIBOR Rate Loan
                and
                ending on (but excluding) the day which numerically corresponds to
                such
                date one,
                three or six months
                thereafter (or, if such month has no numerically corresponding day,
                on the
                last Business Day of such month), in each case as the Borrower may
                select
                in its notice pursuant to the Loan Agreement;
                and

            


    

     

    
      	 	
              (ii)
                

            	
              thereafter,
                each period commencing on the last day of the next preceding LIBOR
                Interest Period applicable to such LIBOR Rate Loan and ending one,
                three or six months
                thereafter, as selected by the Borrower by irrevocable notice to
                the
                Lender; 

            


    

     

    provided,
      however,
      that:

     

    
      	 	
              (a)

            	
              at
                no time may there be more than three
                (3) LIBOR
                Interest Periods in effect with respect to the LIBOR Rate
                Loans;

            


    

     

    
      	 	
              (b)

            	
              LIBOR
                Interest Periods commencing on the same date for LIBOR Rate Loans
                comprising part of the same advance under this agreement shall be
                of the
                same duration;

            


    

     

    
      	 	
              (c)

            	
              LIBOR
                Interest Periods for LIBOR Rate Loans in connection with which the
                Borrower has or may incur Hedging Obligations with the Lender shall
                be of
                the same duration as the relevant periods set under the applicable
                Hedging
                Contracts;

            


    

     

    
      	 	
              (d)

            	
              if
                such LIBOR Interest Period would otherwise end on a day which is
                not a
                Business Day, such LIBOR Interest Period shall end on the next following
                Business Day unless such day falls in the next calendar month, in
                which
                case such LIBOR Interest Period shall end on the first preceding
                Business
                Day; and

            


    

     

    
      	 	
              (e)

            	
              no
                LIBOR Interest Period may end later than the termination of this
                agreement.

            


    

     

    “LIBOR
      Rate Loan”
means
      any Revolving Advance the rate of interest applicable to which is based upon
      the
      LIBOR Rate.

     

    “LIBOR
      Rate Margin”
means
      two and three quarters of one percent
      (2.75%) per annum.

     

    “LIBOR
      Reserve Percentage”
means,
      relative to any day of any LIBOR Interest Period, the maximum aggregate (without
      duplication) of the rates (expressed as a decimal fraction) of reserve
      requirements (including all basic, emergency, supplemental, marginal and other
      reserves and taking into account any transitional adjustments or other scheduled
      changes in reserve requirements) under any regulations of the Board of Governors
      of the Federal Reserve System (the “Board”) or other governmental authority
      having jurisdiction with respect thereto as issued from time to time and then
      applicable to assets or liabilities consisting of “Eurocurrency Liabilities”, as
      currently defined in Regulation D of the Board, having a term approximately
      equal or comparable to such LIBOR Interest Period.

     

    “London
      Banking Day”
means
      a
      day on which dealings in US dollars deposits are transacted in the London
      interbank market.

     

    “Prime
      Rate”
shall
      mean a rate per annum equal to the rate of interest announced by Lender in
      Boston, MA from time to time as its “Prime Rate.” Any change in the Prime Rate
      shall be effective immediately from and after such change in the Prime Rate.
      Interest accruing by reference to the Prime Rate shall be calculated on the
      basis of actual days elapsed and a 360-day year. The Borrower acknowledges
      that
      the Lender may make loans to its customers above, at or below the Prime
      Rate.

     

    “Prime
      Rate Loan”
means
      any Revolving Advance for the period(s) when the rate of interest applicable
      to
      such Revolving Advance is calculated by reference to the Prime
      Rate.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Prime
      Rate Margin” means 0% (zero basis points) per annum.

     

    2. Borrowing
      Procedures.

     

    2.1 LIBOR
      Loan Request.
      By
      delivering a borrowing request to the Lender on or before 10:00 a.m., New York
      time, on a Business Day, the Borrower may from time to time irrevocably request,
      on not less than two nor more than five Business Days’ notice, that a LIBOR Rate
      Loan be made in a minimum amount of $100,000 and integral multiples of $10,000,
      with a LIBOR Interest Period as set forth above. On the terms and subject to
      the
      conditions of this agreement, each LIBOR Rate Loan shall be made available
      to
      the Borrower no later than 11:00 a.m. New York time on the first day of the
      applicable LIBOR Interest Period by deposit to the account of the Borrower
      as
      shall have been specified in its borrowing request.

     

    2.2 Continuation
      and Conversion Elections.
      By
      delivering a conversion notice to the Lender on or before 10:00 a.m., New York
      time, on a Business Day, the Borrower may from time to time irrevocably elect,
      on not less than two nor more than five Business Days’ notice, that all or any
      portion of any LIBOR Rate Loan, in an aggregate minimum amount of $100,000
      and
      integral multiples of $10,000, be converted on the last day of a LIBOR Interest
      Period into a LIBOR Rate Loan with a different LIBOR Interest Period;
provided, however,
      that no
      portion of the outstanding principal amount of any LIBOR Rate Loan may be
      converted to, or be continued as, a LIBOR Rate Loan when any Event of Default
      has occurred and is continuing, and no portion of the outstanding principal
      amount of any LIBOR Rate Loan may be converted to LIBOR Rate Loan of a different
      duration if such LIBOR Rate Loan relates to any Hedging Obligation. In the
      absence of delivery of a conversion notice with respect to any LIBOR Rate Loan
      at least two Business Days before the last day of the then current LIBOR
      Interest Period with respect thereto, such LIBOR Rate Loan shall, on such last
      day, automatically continue as a LIBOR Rate Loan with the same LIBOR Interest
      Period.

     

    3. Repayments,
      Prepayments and Interest.

     

    3.1 Repayments
      Continuations and Conversions.
      LIBOR
      Rate Loans shall mature and become payable in full on the last day of the LIBOR
      Interest Period relating to such LIBOR Rate Loan. Upon maturity, a LIBOR Rate
      Loan may be continued for an additional LIBOR Interest Period or may be
      converted to a Prime Rate Loan.

     

    3.2 Voluntary
      Prepayment of LIBOR Rate Loans.
      LIBOR
      Rate Loans may be prepaid upon the terms and conditions set forth herein. For
      LIBOR Rate Loans in connection with which the Borrower has or may incur Hedging
      Obligations, additional obligations may be associated with prepayment, in
      accordance with the terms and conditions of the applicable Hedging Contracts.
      The Borrower shall give the Lender, no later than 10:00 a.m., New York City
      time, at least four (4) Business Days notice of any proposed prepayment of
      any
      LIBOR Rate Loans, specifying the proposed date of payment of such LIBOR Rate
      Loans, and the principal amount to be paid. Each partial prepayment of the
      principal amount of LIBOR Rate Loans shall be in an integral multiple of
      $100,000 and accompanied by the payment of all charges outstanding on such
      LIBOR
      Rate Loans (including the LIBOR Breakage Fee) and of all accrued interest on
      the
      principal repaid to the date of payment.

     

    3.3 LIBOR
      Breakage Fee.
      Upon:
      (i) any default by Borrower in making any borrowing of, conversion into or
      continuation of any LIBOR Rate Loan following Borrower’s delivery of a borrowing
      request or continuation/conversion notice hereunder or (ii) any prepayment
      of a
      LIBOR Rate Loan on any day that is not the last day of the relevant LIBOR
      Interest Period (regardless of the source of such prepayment and whether
      voluntary, by acceleration or otherwise), the Borrower shall pay an amount
      (“LIBOR Breakage Fee”), as calculated by the Lender, equal to the amount of any
      losses, expenses and liabilities (including without limitation any loss of
      margin and anticipated profits) that Lender may sustain as a result of such
      default or payment. The Borrower understands, agrees and acknowledges that:
      (i)
      the Lender does not have any obligation to purchase, sell and/or match funds
      in
      connection with the use of the LIBOR Rate as a basis for calculating the rate
      of
      interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a
      reference in determining such rate, and (iii) the Borrower has accepted the
      LIBOR Rate as a reasonable and fair basis for calculating the LIBOR Breakage
      Fee
      and other funding losses incurred by the Lender. Borrower further agrees to
      pay
      the LIBOR Breakage Fee and other funding losses, if any, whether or not the
      Lender elects to purchase, sell and/or match funds.

     

    
      
        
        

      

      
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    3.4 Interest
      Provisions.
      Interest on the outstanding principal amount of each Revolving Advance, when
      classified as a: (i) LIBOR Rate Loan, shall accrue during each LIBOR Interest
      Period at a rate per annum equal to the sum of the Adjusted LIBOR Rate for
      such
      LIBOR Interest Period plus the LIBOR Rate Margin, and be due and payable on
      each
      Interest Payment Date and on the Expiration Date, and (ii) Prime Rate Loan,
      shall accrue at a rate per annum equal to the sum of the Prime Rate plus the
      Prime Rate Margin, and be due and payable on each Interest Payment Date and
      on
      the Expiration Date.

     

    4. Miscellaneous
      LIBOR Rate Loan Terms.

     

    4.1 LIBOR
      Rate Lending Unlawful.
      If the
      Lender shall determine (which determination shall, upon notice thereof to the
      Borrower be conclusive and binding on the Borrower) that the introduction of
      or
      any change in or in the interpretation of any law, rule, regulation or
      guideline, (whether or not having the force of law) makes it unlawful, or any
      central bank or other governmental authority asserts that it is unlawful, for
      the Lender to make, continue or maintain any LIBOR Rate Loan as, or to convert
      any Revolving Advance into, a LIBOR Rate Loan of a certain duration, the
      obligations of the Lender to make, continue, maintain or convert into any such
      LIBOR Rate Loans shall, upon such determination, forthwith be suspended until
      the Lender shall notify the Borrower that the circumstances causing such
      suspension no longer exist, and all LIBOR Rate Loans of such type shall
      automatically convert into Prime Rate Loans at the end of the then current
      LIBOR
      Interest Periods with respect thereto or sooner, if required by such law or
      assertion.

     

    4.2 Unavailability
      of LIBOR Rate.
      In the
      event that Borrower shall have requested a LIBOR Rate Loan in accordance with
      this Rider
      A
      and the
      Lender, in its sole discretion, shall have determined that U.S. dollar deposits
      in the relevant amount and for the relevant LIBOR Interest Period are not
      available to the Lender in the London inter-bank market; or by reason of
      circumstances affecting the Lender in the London inter-bank market, adequate
      and
      reasonable means do not exist for ascertaining the LIBOR Rate applicable to
      the
      relevant LIBOR Interest Period; or the LIBOR Rate no longer adequately and
      fairly reflects the Lender’s cost of funding Revolving Advances; upon notice
      from the Lender to the Borrower, the obligations of the Lender under the Note
      or
      the Loan Agreement (as defined in the Note) to make or continue any Revolving
      Advance as, or to convert any Revolving Advance into, LIBOR Rate Loans of such
      duration shall forthwith be suspended until the Lender shall notify the Borrower
      that the circumstances causing such suspension no longer exist.

     

    4.3 Increased
      Costs.
      If, on
      or after the date hereof, the adoption of any applicable law, rule or regulation
      or guideline (whether or not having the force of law), or any change therein,
      or
      any change in the interpretation or administration thereof by any governmental
      authority, central bank or comparable agency charged with the interpretation
      or
      administration thereof, or compliance by the Lender with any request or
      directive (whether or not having the force of law) of any such authority,
      central bank or comparable agency: (a) shall impose, modify or deem applicable
      any reserve, special deposit or similar requirement (including, without
      limitation, any such requirement imposed by the Board of Governors of the
      Federal Reserve System of the United States) against assets of, deposits with
      or
      for the account of, or credit extended by, the Lender or shall impose on the
      Lender or on the London interbank market any other condition affecting its
      LIBOR
      Rate Loans or its obligation to make LIBOR Rate Loans; or (b) shall impose
      on
      the Lender any other condition affecting its LIBOR Rate Loans or its obligation
      to make LIBOR Rate Loans, and the result of any of the foregoing is to increase
      the cost to the Lender of making or maintaining any LIBOR Rate Loan, or to
      reduce the amount of any sum received or receivable by the Lender under this
      agreement with respect thereto, by an amount deemed by the Lender to be
      material, then, within 15 days after demand by the Lender, the Borrower shall
      pay to the Lender such additional amount or amounts as will compensate the
      Lender for such increased cost or reduction.

     

    
      
        
        

      

      
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    4.4 Increased
      Capital Costs.
      If any
      change in, or the introduction, adoption, effectiveness, interpretation,
      reinterpretation or phase-in of, any law or regulation, directive, guideline,
      decision or request (whether or not having the force of law) of any court,
      central bank, regulator or other governmental authority affects or would affect
      the amount of capital required or expected to be maintained by the Lender,
      or
      person controlling the Lender, and the Lender determines (in its sole and
      absolute discretion) that the rate of return on its or such controlling person’s
      capital as a consequence of its commitments or the loans made by the Lender
      is
      reduced to a level below that which the Lender or such controlling person could
      have achieved but for the occurrence of any such circumstance, then, in any
      such
      case upon notice from time to time by the Lender to the Borrower, the Borrower
      shall immediately pay directly to the Lender additional amounts sufficient
      to
      compensate the Lender or such controlling person for such reduction in rate
      of
      return. A statement of the Lender as to any such additional amount or amounts
      (including calculations thereof in reasonable detail) shall, in the absence
      of
      manifest error, be conclusive and binding on the Borrower. In determining such
      amount, the Lender may use any method of averaging and attribution that it
      (in
      its sole and absolute discretion) shall deem applicable.

     

    4.5 Taxes.
      All
      payments by the Borrower of principal of, and interest on, LIBOR Rate Loans
      and
      all other amounts payable hereunder shall be made free and clear of and without
      deduction for any present or future income, excise, stamp or franchise taxes
      and
      other taxes, fees, duties, withholdings or other charges of any nature
      whatsoever imposed by any taxing authority, but excluding franchise taxes and
      taxes imposed on or measured by the Lender’s net income or receipts (such
      non-excluded items being called “Taxes”). In the event that any withholding or
      deduction from any payment to be made by the Borrower hereunder is required
      in
      respect of any Taxes pursuant to any applicable law, rule or regulation, then
      the Borrower will:

     

    
      	 	
              (a)

            	
              pay
                directly to the relevant authority the full amount required to be
                so
                withheld or deducted;

            


    

     

    
      	 	
              (b)

            	
              promptly
                forward to the Lender an official receipt or other documentation
                satisfactory to the Lender evidencing such payment to such authority;
                and

            


    

     

    
      	 	
              (c)

            	
              pay
                to the Lender such additional amount or amounts as is necessary to
                ensure
                that the net amount actually received by the Lender will equal the
                full
                amount the Lender would have received had no such withholding or
                deduction
                been required.

            


    

     

    Moreover,
      if any Taxes are directly asserted against the Lender with respect to any
      payment received by the Lender hereunder, the Lender may pay such Taxes and
      the
      Borrower will promptly pay such additional amount (including any penalties,
      interest or expenses) as is necessary in order that the net amount received
      by
      the Lender after the payment of such Taxes (including any Taxes on such
      additional amount) shall equal the amount the Lender would have received had
      not
      such Taxes been asserted. If the Borrower fails to pay any Taxes when due to
      the
      appropriate taxing authority or fails to remit to the Lender the required
      receipts or other required documentary evidence, the Borrower shall indemnify
      the Lender for any incremental Taxes, interest or penalties that may become
      payable by the Lender as a result of any such failure.

     

    
      
        
        

      

      
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