REDACTED – AS
FILED

    


    [Portions of this Exhibit
have been omitted pursuant

    to a Request for
Confidential Treatment]

    


    BRACKETS “[ ]*” ARE USED TO
INDICATE WHERE A PORTION OF THIS EXHIBIT HAS BEEN
OMITTED.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.  A COMPLETE COPY OF THIS EXHIBIT, CONTAINING ALL
OF THE OMITTED PORTIONS, HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION TOGETHER WITH THE REQUEST FOR CONFIDENTIAL
TREATMENT.

     

    LINE OF CREDIT
AGREEMENT

     

    This Line
of Credit Agreement (“Agreement”), dated as of the 15th day of May, 2007, by and
between HARDY CREDIT
CO., a Pennsylvania limited partnership (“Borrower”),

    


    AND

    


    UNITED BANK., INC., a West
Virginia banking corporation (“Bank”).

    


    WITNESSETH:

    


    WHEREAS,
Borrower has requested Bank to extend a revolving line of credit to Borrower in
the principal amount not to exceed SEVEN MILLION and 00/100 DOLLARS
($7,000,000.00) to use for certain purposes as set forth herein;
and

    


    WHEREAS,
Bank is willing to extend such credit pursuant to the terms and conditions set
forth herein.

    


    NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein
contained and intending to be legally bound hereby, the parties hereto agree as
follows:

    


    ARTICLE
I

    DEFINITIONS


     

    1.01.  Certain Definitions.
In addition to other words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,
unless the context otherwise clearly requires:

    


    “Affiliate”
shall mean any Person which directly or indirectly controls, or is controlled
by, or is under common control with, Borrower, and for each individual who is an
Affiliate within the meaning of the foregoing, any other individual related to
such Affiliate by consanguinity within the third degree or in a step or adoptive
relationship within such third degree or related by affinity with such Affiliate
or any such individual and any Person directly or indirectly controlled by any
of the foregoing. The term “control” means the possession, directly or
indirectly, or the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting securities or
partnership interests, by contract or otherwise.



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Agreement”
shall mean this Line of Credit Agreement, as amended, modified or supplemented
from time to time

    


    “Bank”
shall mean United Bank, Inc., a West Virginia banking corporation, 1085 Van
Voorhis Road, Suite 150, Morgantown, West Virginia 26505.

    


    “Borrower”
shall mean Hardy Credit Co., a Pennsylvania limited partnership, having its
principal place of business at 1019 Route 519, Eighty Four, Pennsylvania
15330.

    


    “Borrower’s
General. Partner” shall mean its sole general partner, 84 LADC, LLC, a
Pennsylvania limited liability company.

    


    “Business
Day” shall mean any day other than a Saturday, Sunday, public holiday under the
laws of the State of West Virginia or other day on which banking institutions
are authorized or obligated to close in Morgantown, West Virginia.

    


    “Closing”
shall mean the satisfaction of all requirements set forth in this Agreement by
the Borrower, including those set forth in Article IV hereof.

    


    “Closing
Date” shall mean the date of Closing.

    


    “Code”
shall mean the Internal Revenue Code of 1986 as amended along with rules,
regulations, decisions and other official interpretations in connection
therewith.

    


    “Collateral
Assignment of Notes and Documents” shall mean that certain master assignment of
the notes and all related documents pertaining to the Purchased Loans given by
Borrower to Bank as required by Section 4.11 hereof.

    


    “Collateral
Property Disposition” shall mean the foreclosure, transfer or other disposition
of property securing a Purchased Loan, or another event obligating Borrower to
release a document or security instrument securing a Rumba Red
Loan.

    


    “Commitment”
shall mean that certain commitment letter agreement dated October 31, 2006, by
and between Bank and Borrower,

    


    “Consent
and Estoppel Agreement” shall mean that consent and estoppel agreement given by
Tenant as required by Section 4.09 hereof.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Debt”
shall mean collectively (A) all Indebtedness, whether of principal, interest,
fees, expenses or otherwise, of Borrower to Bank, whether now existing or
hereafter incurred including, but not limited to, future loans and advances, if
any, under this Agreement, and the Loan Documents, as the same may from time to
time be .amended, together with any and all extensions, renewals, refinancings
or refundings thereof in whole or in part; (B) all other obligations for the
repayment of borrowed money, whether of principal, interest, fees, expenses or
otherwise, of Borrower to Bank, now existing or hereafter incurred, whether
under letters or advances of credit, lines of credit, other financing
arrangements or otherwise (including, but not limited to, any obligations
arising as a result of any overdrafts), whether or not related to this Agreement
or the Note, whether or not contemplated by Bank or Borrower on the date hereof
and whether direct, indirect, matured or contingent, joint or several, or
otherwise, together with any and all extensions, renewals, refinancings or
refunding& thereof in whole or in part; (C) all costs and expenses
including, without limitation, to the extent permitted by law, reasonable
attorneys’ fees and legal expenses, incurred by Bank in the collection of any of
the Indebtedness referred to in clauses (A) or (B) above, and amounts due and
owing to Bank under this Agreement and (D) any advances made by Bank for the
maintenance, preservation, protection or enforcement of or realization upon, any
property or assets now or hereafter made subject to a mortgage, pledge, lien or
security interest granted pursuant hereto or pursuant to this Agreement, or the
Loan Documents or pursuant to any agreement, instrument or note relating to any
of the Debt including, without limitation, advances for taxes, insurance,
repairs and the like.

    


    “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as in effect
from time to time.

    


    “ERISA
Affiliate” shall mean a Person which is under control by Borrower within the
meaning of Section 414(b) or (c) of the Code,

    


    “Event of
Default” shall mean any of the Events of Default described in
Section

    7.01.

    


    “Existing
Indebtedness” shall mean the Borrower’s $10,000,000 line of credit and
$5,000,000 letter of credit from Bank, evidenced by notes dated March 14, 2003,
and that certain $10,000,000 line of credit from Bank, evidenced by a note dated
October 3, 2005.

    


    “Expiration
Date” shall mean one year from the date hereof, October 14, 2007, unless
extended and ‘mewed as required and provided by Section 2.01(b)
hereof.

    


    “Fixtures”
shall mean all personal property now or hereafter owned by Borrower and now or
hereafter affixed to, incorporated into or to be incorporated into, or used or
useful in connection with, the Real Property or any part thereof, all
replacements thereat additions thereto and substitutions therefor,

    


    “GAAP”
shall mean generally accepted accounting principles (as such principles may
change from time to time) applied on a consistent basis (except for changes in
application in which Borrower’s or Tenant’s, as the case may be, independent
certified public accountants concur).

    


    “Improvements”
shall mean all buildings and related improvements and amenities on the
Land.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    “Indebtedness”
shall mean (0 all obligations for borrowed money (including, without limitation,
all notes payable and drafts accepted representing extensions of credit, all
obligations evidenced by bonds, debentures, notes or similar instruments, all
obligations on which interest charges are customarily paid, all obligations
under conditional sale or other title retention agreements and all obligations
issued or assumed as full or partial payment for property, whether or not any
such notes, drafts or obligations are obligations for borrowed money), (ii) all
obligations secured by any mortgage, lien, pledge, charge or security interest
or encumbrance existing on property owned or acquired subject thereto, whether
or not the obligations secured thereby shall have been assumed, (iii) all
obligations to repay amounts drawn down by beneficiaries of letters of credit,
(iv) all, indebtedness and other obligations for the payment or purchase of
which Borrower has agreed contingently or otherwise to advance or supply funds
and (v) indebtedness represented by obligations under a lease that is required
to be capitalized for financial reporting purposes in accordance with GAAP and
the amount of such indebtedness shall be the capitalized amount of such
obligations determined in accordance with such principles.

    


    “Land”
shall mean those certain tracts or parcels of land identified in EXHIBIT A
attached hereto, and all appurtenances thereto.

    


    “Law”
shall mean any law (including common law), constitution, statute, treaty,
regulation, rule, ordinance, order, injunction, writ, decree or award of any
Official Body.

    


    “Lease”
shall mean that certain master lease agreement dated January 1, 1990, entered
into between Pierce—Hardy Real Estate, Inc., now Pierce Hardy, as lessor, and
Tenant as lessee, as the same pertains to the Real Property, which has been
transferred from Pierce Hardy to Borrower, and as the same may be supplemented
or amended from time to time.

    


    “Lease
Assignments” shall mean those assignments of leases and rents given by Borrower
to Bank as required by Section 4.05 hereof as the same may be supplemented or
amended from time to time.

    


    “[REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]*” shall mean [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]*,

    


    “[REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* Agreement” shall mean that certain agreement dated December
31, 2002, by and between [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]*, Borrower and Tenant, as amended, modified or supplemented
from time to time, a true and accurate copy of which is attached hereto as
EXHIBIT C.

    


    “Lien”
shall mean any mortgage, deed of trust, pledge, lien, security interest, charge
or other encumbrance or security arrangement of any nature whatsoever including,
but not limited to, any conditional sale or title retention arrangement, and any
assignment, deposit arrangement or lease intended as, or having the effect of;
security,


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    “Loan” or
“Loans” shall mean the loans, represented by Loan Advances, made by Bank to
Borrower or to Borrower’s beneficiary pursuant to the Line of Credit, and as
otherwise advanced for the benefit of Borrower under this Agreement and as
further set forth in Section 2.01 hereof

    


    “Loan
Account” shall mean that as set forth in Section 2.10 hereof.

    


    “Loan
Advances” shall mean advances on account of the Note made by the Bank from time
to time pursuant to this Agreement

    


    “Loan
Document” or “Loan Documents” shall mean singularly or collectively, as the
context may require, (i) the Commitment, (ii) this Agreement, (iii) the Note,
(iv) the Lease Assignments, (v) the Collateral Assignment of Notes and
Documents, (vi) the Reserve Fund Account Assignment, (vii) the Mortgage, and
(viii) any and all other documents, instruments, certificates and agreements
executed and/or delivered in connection with this Agreement, as any of they may
be amended, modified, extended or supplemented from time to time.

    


    “Mortgage”
shall mean that certain open-end mortgage and security agreement executed and
delivered by Borrower to Bank conveying a first priority lien of the Mortgaged
Land, as further set forth in Section 4.04 hereof.

    


    “Mortgaged
Land” shall mean that certain tract or parcel of land described as Parcel One on
EXHIBIT A, being a certain 92.75 acre, more or less, tract of land to be used by
Borrower to construct the Borrower’s new offices.

    


    “Mortgage
Loan or “Mortgage Loans” shall mean those mortgage loans originated as part of
[REDACTED – CONFIDENTIAL
TREATMENT REQUESTED]*’s Enhanced Builder Direct Lending Program with
Tenant.

    


    “Note”
shall mean the promissory note of Borrower executed and delivered to Bank under
this Agreement, or any note executed and delivered pursuant to this Agreement,
together with all extensions, renewals, refinancings or refundings in whole or
part and as further set forth in Section 2.02 hereof

    


    “Office”,
when used in connection with. Bank, shall mean its designated office located at
1085 Van Voorhis Road, Suite 150, Morgantown, West Virginia 26505, or such other
office or offices as Bank may designate from time to time.

    


    “Official
Body” shall mean any government or political subdivision or any agency,
authority, bureau, central bank, commission, department or instrumentality of
either, or any court, tribunal, grand jury or arbitrator, in each case whether
foreign or domestic.

    


    “PBGC”
shall mean the Pension Benefit Guaranty Corporation,


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    “Person”
shall mean an individual, corporation, partnership, limited partnership, limited
liability company, joint venture, trust, or unincorporated organization, or a
government or any agency or political subdivision thereof,

    


    “Pierce
Hardy” shall mean Pierce Hardy Limited Partnership, a Pennsylvania limited
partnership.

    


    “Plan”
shall mean any plan, including single employer, multiple employer and
multiemployer plans, subject to Title IV of ERISA and established or maintained
for persons including employees or former employees of Borrower or
Affiliates.

    


    “Potential
Default” shall mean any event or condition which with notice or passage of time
or any combination of the foregoing would constitute an Event of
Default.

    


    “Prime
Rate” shall mean the sole or highest rate which is published as the prime rate
in the “Money Rates” column in The  Wall Street Journal. If such
source for any reason becomes unavailable, the Bank .0211 designate another
index that it determines to be reasonably equivalent to the prime rate published
in The Wall Street Journal.

    


    “Purchased
Loan” or “Purchased Loans” shall mean those certain Mortgage Loans purchased by
the Borrower pursuant to the [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* Agreement.

    


    “Real
Property” shall mean the Land, the Improvements and the Fixtures.

    


    “Reportable
Event” shall mean any of the events set forth in Section 4043(b) of ERISA or the
regulations thereunder, except any such event as to which the provision for
thirty (30) days notice to PBGC is waived under applicable
regulations.

    


    “Request
for Advance” shall mean a statement of the Borrower, in a form acceptable to
Bank, setting forth the amount of the Loan Advance being requested and
containing such other information as is required. by Bank and by Section 2,04
hereof,

    


    “Reserve
Fund Account” shall mean the interest bearing deposit account No. 7007006405 in
the name of Borrower held with Community Bank, N.A.

    


    “Reserve
Fund Account Assignment” shall mean the assignment of the Reserve Fund Account
given by Borrower to Bank as set forth in Section 4.12 hereof,

    


    “Termination
Event” shall mean (i) a Reportable Event, (ii) the termination of a Single
Employer Plan, or the treatment of a Single Employer Plan amendment as a
termination of such Plan under Section 4041 of ERISA, or the filing of a notice
of intent to terminate a Single Employer Plan, or (iii) the institution of
proceedings to terminate a Single Employer Plan by the PBGC under Section 4042
of ERISA, or (iv) the appointment of a trustee to administer any Single Employer
Plan.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    “‘Tenant”
shall mean 84 Lumber Company, a Pennsylvania limited partnership, having its
principal office located at 1019 Route 519, Eighty Four, Pennsylvania
15330.

    


    “Tenant’s
General Partner” shall mean Tenant’s sole general partner, Hardy Holdings, Inc.,
a Pennsylvania corporation.

    


    “UCC”
shall mean the Uniform Commercial Code that is in effect on the date of this
Agreement and as amended from time to time, of the state or states having
jurisdiction with respect to all or any portion of the Collateral granted or
assigned to Bank from time to time under or in connection with this Agreement
and the other Loan Documents.

    


    ARTICLE
II

    THE LINE OF
CREDIT

    


    2.01.  Commitment.

    


    (a)           The Line of Credit.
Subject to the terms and conditions and relying upon the representations and
warranties in this Agreement and the other Loan Documents, Bank agrees to
make a portion (as provided below) of a revolving line of credit available to
Borrower in the
aggregate original principal amount not to exceed SEVEN MILLION and 00/100 DOLLARS
($7,000,000.00) (“Line of Credit”) at the Closing, the proceeds of which
will be advanced to Borrower from time to time during the period commencing on
the date of Closing and ending on October 1,2007, in.
accordance with and subject to the conditions, requirements and limitations set
forth in this Agreement NOTWITHSTANDING ANYTHING TO THE
CONTRARY HEREIN OR IN ANY OTHER LOAN DOCUMENT, UNTIL OTHERWISE MUTUALLY AGREED
IN WRITING BY THE BANK AND THE BORROWER, THE MAXIMUM AMOUNT AVAILABLE TO BE
ADVANCED ON THE LINE OF CREDIT AT ANY ONE TIME SHALL NOT EXCEED TWO MILLION FIVE
HUNDRED AND 00/100 DOLLARS ($2,500,000.00). Upon repayment of any amount
of principal or interest on the Line of Credit by Borrower, Borrower may
reborrow hereunder. Reborrowing privileges may be suspended by Bank prior to the
Expiration Date if an. Event of Default or Potential Default
exists.

    


    (a)           Term of Agreement.
Bank’s commitments under this Agreement will expire on the then current
Expiration Date, unless Bank, after a review of (i) Borrower’s and Tenant’s
financial statements and (ii) Borrower’s performance under this Agreement,
elects to renew its commitments for one or more additional 12 month periods.
IN THE EVENT BANK ELECTS
NOT TO RENEW THIS AGREEMENT, BANK MUST
GIVE WRITTEN NOTICE TO BORROWER AT LEAST SIX
MONTHS BEFORE THE
EXPIRATION DATE OF THE THEN CURRENT TERM. If no notice is given at least
six months before the Expiration Date of the then current term, this Agreement
will be renewed and the Expiration Date shall be automatically extended an
additional 12 months, on the same terms and conditions hereof. However,
Borrower’s and Tenant’s representations, warranties and agreements shall remain
in full force and effect so long as any Debt is outstanding. Borrower shall have
the right to terminate the line of credit if Borrower gives Bank Notice of its
intention to terminate the line of credit at least 6 months prior to the
original expiration or any renewal thereof. In the event this Agreement is
extended more than three times, the Bank may request that Borrower comply with
“due diligence” requests as then customary for the Bank to extend credit of this
nature.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    2.02.  Note. The obligation
of Borrower to repay the unpaid principal amount of the Line of Credit made to
it by Bank, and to pay interest thereon, shall be evidenced in part by the Note,
dated of even date herewith.  The executed Note 001 be delivered by
Borrower to Bank at the Closing.

    


    2.03.  Interest Rates;
Usury.

    


    (a)           Line of Credit Interest
Rate. The unpaid principal amounts advanced on the Line of Credit shall
bear interest for each day until due at a fluctuating rate per annum (computed
on the basis of a year of 360 days for actual days elapsed) for each day at the
Prime Rate less one-half of one percent (.50%), in effect from time to time per
annum (the “Rate”), such Rate to change automatically from time to time
effective as of the effective date of each change in the Prime
Rate.

     

    (b)           Interest After Maturity or
Default Usury. After the principal amount of any part of the Debt,
accrued interest thereon, or any fees or any other sterns payable hereunder
shall become due and remain unpaid (whether at maturity, upon. the occurrence of
an Event of Default, by acceleration or otherwise), the amount thereof shall
thereafter until paid in full bear interest at a fluctuating rate per annum
(based on a year of 360 days for actual number of days elapsed) which shall be
four and one-half percent (4.5%) above the then current Prime Rate, or such
other default rate set forth in the Note, such interest rates to be adjusted
daily to reflect changes in the Prime Rate and each adjustment shall be
effective on the day the change occurs.

     

    (c)           Interest Rate Set by
Law. In the event the rates of interest provided for in subsections (a)
above are finally determined by any Official Body to exceed the maximum rate of
interest permitted by any applicable usury or similar Laws, their or its
application shall be suspended and there shall be charged instead the maximum
rate of interest permitted by such Laws. If any payment of interest or in the
nature of interest would cause the foregoing interest rate limitation to be
exceeded, then such excess payment will be credited as a payment of principal,
unless Borrower notifies Bank in writing to return the excess payment to
Borrower.

     

    2.04.  Loan
Advances.

     

    (a)           Request for Advances under
Line of Credit. Not less than 2 Business Days prior to the making of each
Loan Advance, the Borrower shall submit to Bank a Request for Advance, a form of
which is attached hereto as EXHIBIT B, together with the
Notes and Documents, as defined and more particularly set forth in. the
Collateral Assignment of Notes and Documents, The Bank shall not be required to
make Loan Advances more frequently than once each month and such monthly Loan
Advance shall not be less than $50,000. Each Request for Advance and each
receipt of the Loan Advance requested thereby shall constitute a certification
by the Borrower that the representations and warranties contained in Article III
hereof are true and correct on the date of such Request for Advance or such
receipt, as the case may be.

     

    (b)           Borrowing Limitations on
Line of Credit. UNTIL
OTHERWISE MUTUALLY AGREED IN WRITING BY THE BANK AND BORROWER, THE MAXIMUM
AMOUNT AVAILABLE TO BE ADVANCED ON THE LINE OF CREDIT AT ANY ONE TIME SHALL NOT
EXCEED TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS
($2,500,000.00). Loan Advances on the Line of Credit shall be made only
when the Borrower’s two $10,000,000 lines of credit with the Bank are fully
funded, to finance the funding costs of (i) purchasing the Mortgage Loans as
required by the [REDACTED –
CONFIDENTIAL TREATMENT REQUESTED]* Agreement, (ii) funding advances made
by Borrower under the Purchased Loans not yet fully funded, (iii) refund
Borrower for the Purchased Loans purchased by Borrower with its own funds, and
(iv) pay accrued. interest on the Line of Credit. The Borrower shall be entitled
upon appropriate certification to draw no more than the actual amount needed for
such purposes, not to exceed $500,000 at any one time.

     

    (c)           Payment of Loan
Advances. Loan Advances shall be wired to the Borrower’s account as
directed by Borrower.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    2.05.  Principal and Interests
Payments. Commencing on the 15th day of the month following the first
Loan Advance on the Line of Credit and each month thereafter during the term of
the Line of Credit, Borrower shall make monthly payments of interest in the
amount sufficient to pay the accrued interest on the Line of Credit. Loan
Advances made pertaining to a. Purchased Loan shall be repaid in full upon the
earlier of (i) within 2 business days of the Collateral Property Disposition to
an related third party, (ii) within 2 business days of the transfer or other
disposition of property securing a Purchased Loan by the Borrower or a related
entity, (iii) 270 days after the Borrower or a related entity acquires such
property in a Collateral. Property Disposition, or (iv) within 2 business clays
of the payment in full of the Purchased Loan for which said advance was made. If
not sooner paid, the Line of Credit, all unpaid accrued interest and all other
sums and costs incurred by Bank pursuant to this Agreement, the Note or the
making of the Loan Advances hereunder, shall be due and payable on the
Expiration Date, without notice, presentment or demand. All amounts outstanding
on the Note shall be due and payable on demand, and if not demanded accrued
interest thereon shall be payable monthly on the 15th day of each month. THE
BORROWER FURTHER HEREBY AGREES TO REPAY AMOUNTS DUE ON THE LINE OP CREDIT PRIOR
TO REPAYING ANY AMOUNTS DUE UNDER SAID $10,000,000 LINES OF CREDIT WITH THE
BANK.

    


    2.06.  Optional Prepayments.
Borrower shall have the right, at its option, to prepay the principal, interest
or other amounts due from Borrower under This Agreement or under the Note in
whole or in part at any time.

    


    2.07.  Payments. All
payments to be made in respect of principal, interest or other amounts due from
Borrower under this Agreement or under the Note shall be payable on or before
2:00 o’clock p.m., Morgantown, West Virginia, time, on the day when due without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived, and an action therefor shall immediately accrue. Such payments
shall be made to Bank at its Office in U.S. dollar funds immediately available
at such Office without setoff, counterclaim or other deduction of any nature.
Bank may, in its discretion, deduct such payments from any Borrower’s demand or
deposit accounts with Bank, or the Reserve Fund Account, on the due date. All
such payments shall be applied at the option of Bank to accrued and unpaid
interest, outstanding principal and other sums dues under this Agreement in such
order as Bank, in its sole discretion, shall elect.

    


    2.08.  Commitment & Renewal
Fees. For the Line of Credit, Borrower shall pay to Bank a.
non-refundable annual commitment fee in the amount of one-tenth of one percent
(.10%) of the amount made available to Borrower on the Line of Credit, and at
the Closing Date equal to $2,500. Each time this Agreement is renewed for the
Line of Credit, if any, and the Expiration Date extended, Borrower shall pay
Bank a non-refundable renewal fee- in -the amount of one-tenth of one percent
(.10%) of the amount made available to Borrower on the Line of Credit. If the
amount available on the Line of Credit is increased during the term of the Line
of Credit, Borrower shall pay to Bank a non-refundable annual commitment fee in.
the amount of one-tenth of one percent (.10%) of the increased amount made
available to Borrower on the Line of Credit.



    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    2.09.  Indemnity. Borrower
shall indemnify Bank against any loss or expense which Bank has sustained or
incurred as a consequence of any default by Borrower in the performance or
observance of any covenant or condition contained in this Agreement, or under
the Note including, without limitation, any failure of Borrower to pay when due
(by demand, upon maturity or otherwise) any principal, interest, commitment fees
or any other amount due hereunder or under any Note. If Bank sustains or incurs
any such loss or out-of-pocket expense, it shall from time to time notify
Borrower of the amount determined in good faith by Bank (which determination
shall be conclusive) to be necessary to indemnify Bank for such loss or expense.
Such amount shall be due and payable by Borrower to Bank ten (10) Business Days
after such notice is given and shall bear interest at the rate of the Prime Rate
then in effect plus three percent (3%) per annum (based on a year of 360 days
for actual number of days elapsed) from the due date until paid (before and
after judgment).

    


    2.10.  Loan Account. Bank
shall open and maintain on its books a loan account (the “Loan Account”) with
respect to repayments, prepayments, the computation and payment of interest and
commitment fees, if any, and the computation and final payment of all other
amounts due and sums paid to Bank hereunder, except in the case of manifest
error in computation, the Loan Account shall be conclusive and binding on
Borrower as to the amount at any time due to Bank from Borrower
hereunder.

    


    2.11.  Late Charge. Upon the
occurrence of an Event of Default with respect to the payment of any installment
of interest or principal on the Note for more than ten (10) days after the said
installment becomes due, in addition to making a payment of the installment due,
Borrower shall pay to Bank a late charge in an amount equal to the !gator of (A)
Twenty Five and 00/100 Dollars ($25.00) or (B) five percent (5%) of any such
overdue installment.

    


    2.12.  Financing Statements.
Not Applicable and intentionally Left Blank.

    


    2.13.  Collateral. The Note
and all obligations of Borrower hereunder shall be secured by the Lease
Assignments, the Collateral Assignment of Notes and Documents, the Reserve Fund
Account Assignment, the Mortgage, and any and all other Loan. Documents executed
and recorded with respect thereto.

    


    ARTICLE
III

    REPRESENTATIONS AND
WARRANTIES

    


    Borrower hereby represents and warrants
to Bank that:

    


    3.01.  Organization and
Qualification. Except as set forth in Schedule 3.01, Borrower and Tenant
are limited partnerships duly organized, validly existing and in good standing
under the laws of their jurisdiction of organization, and are duly qualified or
licensed to do business as a limited partnership, and are in good standing in
all jurisdictions in which the ownership of their respective properties or the
nature of their activities or both make such qualification or licensing
necessary. Borrower’s General Partner is a limited liability company and
Tenant’s General Partner is a corporation, both duly organized, validly existing
and in good standing under the laws of their jurisdiction of organization, and
are duly qualified or licensed to do business , and are in good standing in all
jurisdictions in which the ownership of their respective properties or the
nature of their activities or both make such qualification or licensing
necessary.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    3.02.  Authority:  Power
to Carry on Business: Licenses. Borrower and Tenant, and their respective
Managers and their officers, as the case may be, have the power and authority to
execute, deliver and perform the Loan Documents to which they are a party, to
make the borrowing provided for herein, and to perform their respective
obligations hereunder and under the other Loan Documents. All such action has
been duly and validly authorized by all necessary limited partnership and
company proceedings on their respective parts. Borrower and Tenant have all
requisite power and authority to own and operate their respective properties and
to carry on their businesses as now conducted and as presently planned to be
conducted. Borrower and. Tenant have all licenses, permits, consents and
governmental approvals or authorizations necessary to carry on their respective
businesses as now conducted.

    


    3.03.  Execution and Binding
Effect. The Loan Documents have been duly and validly executed and
delivered by the parties thereto and, to the extent they are a party thereto,
constitute legal, valid and binding obligations of Borrower and Tenant
enforceable in accordance with the terms hereof and thereof.

    


    3.04.  Authorizations and
Filings. No authorization, consent, approval, license, exemption or other
action by, and no registration, qualification, designation, declaration or
filing with, any Official Body is or will be necessary or advisable in
connection with the execution and delivery of the Loan Documents, the
consummation of the transactions herein or therein contemplated, and the
performance of or compliance with the terms and conditions hereof or
thereof.

    


    3.05.  Absence of Conflicts.
Neither the execution and delivery of the Loan Documents, the consummation of
the transactions herein or therein contemplated, nor the performance of or
compliance with the terms and conditions hereof or thereof will (a) violate any
Law or any regulation, order, writ, injunction, or decree of any court or
governmental instrumentality or agency, (b) conflict with or result in a breach
of or a default under the limited partnership of Borrower or Tenant or any
agreement or instrument to which Borrower or Tenant is a party or by which their
properties (now owned or hereafter acquired) may be subject or bound or, (c)
result in the creation or imposition of any Lien, charge or encumbrance upon.
any property (now owned or hereafter acquired) of Borrower or the
Tenant.

    


    3.06.  Ownership and
Control. Schedule 3.06 to this Agreement states, as of the Closing Date,
the general and limited partners of Borrower and their respective partnership
interests in Borrower.

    


    3.07.  Managers of Borrower:
Business. Schedule 3.07 to this Agreement states as of the Closing Date
the officers and managers of Borrower. In addition, Schedule 3.07 to this
Agreement describes the business of Borrower as presently conducted and as
presently planned to be conducted.

    


    3.08.  Financial
Information. The financial information provided by Borrower and. Tenant
to Bank as of the Closing Date is accurate and complete and has been prepared in
accordance with GAAP consistently applied. There has been no adverse change in
the financial condition, assets, properties, management, operations or business
of Borrower or Tenant since the date of such information. Borrower and Tenant
have made full and true disclosure of all pertinent financial and other
information in connection with the transactions contemplated
hereby.


    
      
         


      

      
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    3.09.  No Event of Default;
Compliance with Instruments. No event has occurred and is continuing and
no condition exists which constitutes an Event of Default or Potential Default.
Neither Tenant nor Borrower is in violation of (i) any term of any limited
partnership agreement nor (ii) any agreement or instrument to which they are a.
party or by which they or any of their properties (now acquired or hereinafter
acquired) may be subject or bound.

    


    3.10.  Litigation. There is
no pending, contemplated or threatened proceeding by or before any Official Body
against or affecting Borrower or Tenant which, if adversely decided, would have
a material adverse effect on the financial condition, assets, properties,
management, operations or business of Borrower or Tenant or on the ability of
Borrower or Tenant to perform their obligations under the Loan
Documents.

    


    3.11.  Subsidiaries. Not
Applicable and Intentionally Left Blank.

    


    3.12.  Pension and Employee Benefit
Plan Matters. The provisions of all deferred compensation, benefit,
pension, profit sharing and other plans, if any, of Borrower which are subject
to ERISA (the “Plans”) comply in all respects with the requirements of ERISA.
The Plans have not incurred any “accumulated funding deficiency” within the
meaning of Section 302 of ERISA, if applicable, or Section 412 of the Code with
respect to the most recent plan year ending on or prior to the date hereof, and.
Borrower and its ERISA Affiliates have not incurred any liability on account of
an “accumulated funding deficiency” with respect to the Mans. All contributions
to the Plans required with respect to all plan years ending on or prior to the
date hereof have been made, and the pro rata portion of the contribution with
respect to the plan year in which the date hereof falls has been accrued on
Borrower’s financial statements. The funding method used in connection with the
Plans is acceptable under ERISA and the actuarial assumptions used in
connection, with funding the Plans, in the aggregate, are reasonable. No
liability to PBGC has been incurred with respect to the Plans (except for the
premium liability under Section 4007(a) of ERISA) nor has any event or
circumstances occurred in connection with the Plans which would result in any
liability to the PBGC on. the part of Borrower or its ERISA Affiliates. No
Reportable Event, within the meaning of Section 4043 of ERISA, has occurred with
respect to the Plans, nor have the Plans been terminated in accordance with the
procedures set forth in Sections 4041 or 4042 of ERISA or by operation of law.
All premium payments with respect to the Plans to PBGC required as of the date
hereof have been made. Borrower, its ERISA Affiliates, and to the best knowledge
of Borrower and its ERISA Affiliates, any “party in interest” within the meaning
of Section 3(14) of ERISA, have not engaged in any “prohibited transaction”
within the meaning of Section 406(a) or (b) of ERISA or of Section 4975(o) of
the Code, the occurrence of which would subject Borrower or its ERISA Affiliates
to any liability or any tax which may be imposed by Section 4975 of the Code or
Section 502(1) of ERISA, with respect to a Plan. No legal action involving a
Plan is pending or threatened against Borrower or any of the fiduciaries of a
Plan. The Plans have received determination letters from the Internal Revenue
Service to the effect that each Plan is qualified under Section 401(a) of the
Code and nothing has occurred since the receipt of the latest determination
letters with respect to each Plan to adversely affect its continued
qualification. Borrower and its ERISA Affiliates, have, for all periods ending
on or prior to the date hereof, administered. the Plans and each “employee
welfare benefit plan”, maintained by them, in all material respects in
compliance with the reporting and disclosure requirements applicable thereto
under ERISA, the Code or any other federal, state or local law. Borrower and its
ERISA Affiliates do not contribute to a multiemployer pension plan, as such term
is defined in Section 3(37) of ERISA, on behalf of any of their
employees.


    
      
         


      

      
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    3.13.  Title to
Property.  Borrower has good. and marketable title in fee
simple to all of the real property purported to be owned by it and good and
marketable title to all other property purported to be owned by it which is
securing the Line of Credit and that is otherwise reflected in the most recent
financial statements referred to in Section 3.08 or submitted pursuant to
Section 5,01, subject only to Liens not forbidden by Section 6.01
hereof.

    


    3.14.  Contracts.  Intentionally
Left Blank.

    


    3.15.  Use of Proceeds. The
proceeds of the Note shall be used solely for the purposes set forth in
2.04.

    


    3.16.  Taxes. All tax
returns required to be filed by Borrower and Tenant have been properly prepared,
executed and filed, All taxes, assessments, fees and other governmental charges
upon Borrower and Tenant or upon any of their respective properties, income,
sales or franchises which are due and payable have been paid. The reserves and
provisions for taxes on the books of Borrower and Tenant are adequate for all
open years and for their current fiscal period. Neither Borrower nor Tenant
knows of any proposed additional assessment or basis for any material assessment
for additional taxes (whether or not reserved against), The federal income tax
liabilities of Borrower and Tenant have been finally determined by the Internal
Revenue Service, or the time for audit has expired for all fiscal periods ending
on or prior to December 31, 1992, and all such liabilities (including all
deficiencies assessed following audit) have been satisfied.

    


    3.17.  No Material Adverse
Change.  Since the date of the most recent financial statements
referred to in Section 3.08, there has been no material adverse change in the
financial condition, assets, properties, management, operations or business of
Borrower or Tenant.

    


    3.18.  Regulations U and X.
Borrower will make no borrowing hereunder for The purpose of buying or carrying
any “margin stock”, as such term is used. in Regulation U of the Board of
Governors of the Federal Reserve System, as amended from time to time. Borrower
owns no “margin stock”. Borrower is not engaged in the business of extending
credit to others for such purpose, and no part of the proceeds of any borrowing
hereunder will be used to purchase or carry any “margin stock” or to extend
credit to others for the purpose of purchasing or carrying any “margin stock” in
contravention of regulations U and X.

    


    3.19.  Compliance with Laws.
The conduct by Borrower of its business as it is presently conducted does not
violate any provision of any Law or, if such conduct does not violate a Law,
such violation would not, together with all other such violations, have a
material adverse effect on the financial condition or results of operations of
Borrower, and Borrower has obtained all permits, licenses, consents and
approvals of all Official Bodies or other third parties, including all consents
and approvals, if any, under the Laws designed to protect the environment, which
are required to conduct its business as it is presently
conducted.


    
      
         


      

      
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    3.20.  Licenses,
Franchises.  Borrower owns or possesses all of the patents,
trademarks, service patents marks, tradenames, copyrights, licenses, franchises,
permits and rights with respect to the foregoing necessary to own and operate
its properties and to carry on its business as presently conducted without
conflict with the rights of others.  No individual patent or patent
license is of material importance to its business and there is no reason to
anticipate any material liability to Borrower in respect of any claim of
infringement of any thereof.

    


    3.21.  Environmental
Matters.

    


    (a)           Borrower
and Tenant warrants and represents That the Borrower, Tenant and Borrower’s
predecessor, Pierce Hardy, are not aware of any circumstances which would result
in any material obligation binding upon Borrower, Tenant or Pierce Hardy under
any Environmental Laws to investigate or remediate any Hazardous Substances in,
on or under any parcel of the Real Property.

     

    (b)           Borrower,
Tenant and Pierce Hardy will execute and deliver to Bank a separate
environmental indemnity agreement of even date herewith, whereby, among other
things, they will indemnify and hold Bank harmless, pursuant to the terms of an
from and against, KO reimburse the Bank with respect to, any and all claims,
demands, causes of action, losses, damages, liabilities, costs and expenses
(including reasonable attorneys’ fees and court costs) of any and every kind and
character, known or unknown, fixed or contingent, out-of-pocket or
consequential, asserted against Bank at any time and from time to time by reason
of or arising out of any violation of any Environmental Laws.

     

    3.22.  Shared First Lien Lease
Assignments. The Liens on the Real Property granted to Bank by the Lease
Assignments constitutes and will continue first liens, of equal parity to those
liens securing the Existing indebtedness, and all such action as is necessary or
advisable to establish such rights of Bank has been taken or will be taken at or
prior to the time required for such purpose and there will be upon execution and
delivery of the Loan Documents no necessity of any further action in order to
preserve, protect and continue such rights, and such Liens, are and will
continue to be superior and prior to the rights of all third parties existing on
the date of this Agreement or arising after the date of this Agreement whether
by Lien or otherwise, to the full extent provided by Law. All recording fees and
other expenses in connection with each such action shall be paid. by Borrower
and Bank shall be reimbursed by Borrower for any such fees and expenses incurred
by Bank.

    


    3.23.  Solvency.  After
giving effect to the consummation of all the transactions contemplated hereby,
Borrower (a) shall be able to pay its debts as they become due, (b) shall have
funds and capital sufficient to carry on its business and all businesses in
which it is about to engage and, (c) shall own property having a value both at
fair valuation and at fair saleable value in the ordinary course of Borrower’s
business greater than the amount required to pay its debts as they become due.
Borrower shall not be rendered insolvent by the execution and delivery of this
Agreement, the borrowing hereunder and/or the consummation of any transactions
contemplated herein.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    3.24.  Accurate and Complete
Disclosure, Continuing Representations and Warranties. No representation
or warranty made by Borrower or Tenant under this Agreement or any Loan Document
and no statement made by Borrower or Tenant in any financial statement
(furnished pursuant to Sections 3.08 or 5.01 or otherwise), certificate, report,
exhibit or document furnished by Borrower or Tenant to Bank pursuant to or in
connection with this Agreement is false or misleading in any material respect
(including by omission of material information necessary to make such
representation, warranty or statement not misleading), Borrower has disclosed,
and has caused Tenant to disclose, to Bank in writing every fact which
materially and adversely affects, or would materially and. adversely affect, the
financial condition, assets, properties, management, operations or business of
Borrower or Tenant or the ability of Borrower or Tenant to perform their
obligations under the Loan Documents. The representations and warranties are to
survive the delivery of five Loan Documents and the making of the Loan Advances
hereunder until the Note is paid in full and released.

    


    ARTICLE
IV

    CONDITIONS OF
LENDING

    


    The obligation of Bank to enter into
this Agreement and to make any Loan hereunder is subject to the accuracy, as of
the date hereof, of the representations and warranties contained in the Loan
Documents, to the performance by Borrower and Tenant of their obligations to be
performed hereunder and thereunder on or before the Closing Date, and to the
satisfaction of the following further conditions:

    


    4.01.  Representations and.
Warranties, Events of Default and Potential Defaults. The representations
and warranties contained in Article III shall be true on and as of the date of
Closing and each Loan Advance, with the same effect as though made on and as of
such date. On the date of the Closing, no Event of Default and no Potential
Default shall have occurred and be continuing or exist.

    


    4.02.  Proceedings and
Incumbency. On the Closing Date, there shall have been delivered to Bank,
a certificate in form and substance reasonably satisfactory to Bank, dated the
Closing Date and signed on behalf of Borrower and Tenant, by their respective
general partners, certifying as to (a) true copies of the limited partnership of
Borrower and Tenant as in effect on such date, (b) true copies of all limited
partnership actions taken by Borrower and Tenant relative to the transactions
contemplated by this Agreement, and (c) the names, true signatures and
incumbency of all of the managers and officers of Borrower’s General Partner and
tenant’s General Partner authorized to execute and deliver the Loan Documents to
which Borrower and Tenant is a party, Bank may conclusively rely on such
certificate.

    


    4.03.  Loan
Documents.  On the Closing Date, the Loan Documents shin have
been executed and delivered to Bank and shall be in effect and all filings and
recordings contemplated thereby shall have been made. Borrower and Tenant shall
also deliver such other instruments, documents and certificates as Bank or its
counsel shall reasonably require.

    


    4.04.  Mortgage. There shall
have been executed and delivered to Bank the Mortgage, pursuant to which
Borrower shall have conveyed a first in priority lien on the Mortgaged Land to
Bank, together with evidence satisfactory to Bank and counsel for Bank That the
Mortgage has been filed in the appropriate public office.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    4.05.  Lease Assignments.
There shall have been executed and delivered to Bank Lease Assignments, pursuant
to which the Borrower shall have assigned to Bank, as collateral, all the right,
title and interest of the Borrower in and to the Lease, together with evidence
satisfactory to Bank and counsel for Bank that the Lease Assignments have been
recorded and filed in the appropriate public offices.

    


    4.06.  Title Insurance.
There shall have been delivered a title insurance commitment on the Mortgaged
Land evidencing a minimum of 60 years of the title history to such property has
been researched by a qualified lawyer or title agent, and insuring the Line of
Credit and that the current record title owner is Borrower, which has good, and
marketable title, free and clear of all liens, except the current year’s real
estate taxes not yet due and payable, and that such property is subject to
exceptions (i.e. covenants, restrictions and rights of way) that do not
adversely affect the fair market value of such property and are acceptable to
Bank

    


    4.07.  Agreements Affecting the
Premises. There shall have been delivered a copy of any and all
agreements, understandings, covenants and restrictions, with or relating to the
Real Property, its owners or tenants, affecting the Borrower as owner, lessor,
or successor or the Tenant as lessee under the Lease.

    


    4.08.  Lease.  Borrower
shall have furnished to Bank an. executed copy of the Lease, which shall contain
terms and conditions ac table to Bank and evidences that the rental payments
received by Borrower from the Tenant pertaining to the Real Property equals at
least $3,000,000 annually.

    


    4.09.  Consent & Estoppel
Agreement. There shall have been executed and delivered to Bank a consent
and estoppel agreement, pursuant to which the Tenant has acknowledged, consented
and agreed to, among other things (i) subject the Lease to the Lease
Assignments, and (ii) be bound by the Lease Assignment, and (iii) not terminate
the Lease as to any of the Real Property while any amounts are due by Borrower
to Bank hereunder, except under certain conditions to be set forth
therein.

    


    4.10.  Appraisal. There
shall have been delivered to Bank an appraisal of the Mortgaged Land indicating
a current market value of at least $1,400,000.

    


    4.11.  Collateral Assignment of
Notes and Documents. There shall have been executed and delivered to Bank
the Collateral Assignment of Notes and Documents pursuant to which Borrower
shall have assigned, with recourse, and granted to Bank a shared first lien
security interests under the UCC, all of the notes, security instruments and
related documents (as more particularly described in the [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* Agreement) evidencing, securing or otherwise pertaining to
the Purchased Loans on which a Loan Advance is retested by Borrower to be made
or has been made, which will among other things, require Borrower to forward to
Bank the original Purchased Loan note and related documents with the initial
Request for Advance on the Line of Credit in regard to such note, but will not
require the recording of the assignment of the recorded instrument securing such
note until an Event of Default exists. The lien conveyed shall be of equal
parity to those liens securing the Existing Indebtedness.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    4.12.  Reserve Fund Account
Assignment. There shall have been, executed and delivered to Bank
evidence of the deposit by Borrower of $1,000,000 into the Reserve Fund held
with the Bank and/or a participating bank, and an assignment of the Reserve Fund
Account, pursuant to which Borrower assigned to Bank the Reserve Fund Account,
and a satisfactory acknowledgement from the bank at which the Reserve Fund is
being held.

    


    4.13.  Opinions of Counsel.
Bank shall have received favorable written opinions of counsel for the Borrower
and Tenant did the Closing Date and in form and substance satisfactory to
Bank.

    


    4.14.  Certificates of Insurance or
Evidence of Sufficient Reserves if Self-Insured. Bank shall have received
such certificates of insurance, or evidence of sufficient reserves if self
insured, as Bank may require, in. form and substance satisfactory to Bank, from.
insurers satisfactory to Bank evidencing the fulfillment of the requirements of
Section 5.02 hereof.

    


    4.15.  Net Worth & Affiliate
Debt. There shall have been delivered to Bank evidence that Borrower’s
combined Affiliate debt and net worth is at least $31,800,000, that Borrower’s
net worth is at least $1,800,000, and that the Affiliate debt has been
subordinated to the Note on or before the Closing Date.

    


    4.16.  [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* Policies. There
shall have been delivered to Bank a copy of [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]*’s credit and collection policies and underwriting criteria
pertaining to the Mortgage Loans, and an agreement from [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* that the same will not be modified without the prior written
consent of the Bank, which will not be unreasonably withheld, and that Bank
shall be permitted to audit an adequate sample of the Mortgage Loans during the
term of the Line of Credit.

    


    4.17.  [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* Agreement. A current
copy of the [REDACTED –
CONFIDENTIAL TREATMENT REQUESTED]* Agreement and an agreement from [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* that the [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* Agreement will not be modified without the prior written
consent of Bank, which will not be unreasonably withheld and responded to within
15 days as provided for in said agreement.

    


    4.18.  Letter of Credit
Agreement.  Intentionally Left Blank.

    


    4.19.  Details, Proceedings and
Documents. On the Closing Date, all legal details and proceedings in
connection with the transactions contemplated by this Agreement shill be
reasonably satisfactory to Bank and its counsel and Bank shall have received and
shall receive from time to time all such counterpart originals or certified or
other copies of such documents and proceedings in connection with such
transactions, in form and substance satisfactory to Bank, as Bank may from time
to time request.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    4.20.  Other Documents and
Conditions. On or before the Closing Date, such other documents and
conditions as may be required to be submitted to Bank by the ‘Walls of this
Agreement or any Loan Document or set forth on the Closing Checklist with
respect to the transactions contemplated by this Agreement.

    


    4.21.  Fees and Expenses.
Borrower shall have paid all fees and charges required for the Closing and
related to the Closing, including legal fees, commitment fees, closing costs,
filing, recording and notary fees and any other similar matters pertinent to the
Closing Fees for recording shall be paid upon receipt of the
invoice.

     

    ARTICLE
V

    AFFIRMATIVE
COVENANTS

    


    Borrower covenants and agrees with Bank
as follows:


     

    5.01.  Reporting and Information
Requirements.

     

    (a)           Federal Tax Returns.
Borrower shall annually furnish to Bank as soon as practicable, and in any event
on or before October 15, the federal tax returns, of Borrower and Tenant,
including all schedules and attachments filed with such returns.

     

    (b)           Annual Financial
Statements. As soon as practicable, and, in any event within 120 days
after the close of each fiscal year of Borrower and Tenant, Borrower shall
furnish to Bank GAAP Consolidated Financials of the 84 Lumber Group of companies
showing the Borrower as an. individual on the consolidated schedules, and
Audited Financials required by the Tenant’s Revolving Line of Credit lenders,
with such Financials audited by independent certified public accountants
selected by Borrower and Tenant, respectively, and satisfactory to Bank, The
certificate or report of such accountant shall be free of exceptions or
qualifications not acceptable to Bank and shall in any event contain a written
statement of such accountant substantially to the effect that (i) such
accountant prepared such financial statements in accordance with GAAP and (ii)
such financial statements present fairly the financial position as of the dates
indicated and the results of its operations and changes in financial position
for the periods indicated in accordance with GAAP applied on a basis consistent
with that of the preceding fiscal year.

     

    (c)           Quarterly Reports. As
soon as practicable, and in any event within 45 days of the close of each
calendar month, Borrower shall furnish to Bank statements of income, retained
earnings and changes in financial position for Borrower and Tenant for such
period to the end of such period, and a balance sheet as of the close of such
period, and notes to the corresponding figures for the same period or as of the
same date during the preceding period (except for the balance sheet, which shall
set forth in comparative form the corresponding statements and balance sheet as
of the prior fiscal year end), with such statements and balance sheet to be
certified by the Chief Financial Officer or Manager of Borrower and. Tenant as
presenting fairly the financial position of Borrower and Tenant as of the end of
such period and the results of its operations and the changes in its financial
position for such period, in conformity with GAAP applied in a manner consistent
with that of the most recent audited financial statements furnished to
Bank.

     

    (d)           Compliance
Certificate.  Within 45 days after the end of each quarter of
the calendar year during the term of this Agreement, Borrower shall deliver to
Bank a certificate dated as of the end of such quarter, signed on behalf of
Borrower by its chief financial officer stating that as of the date thereof no
Event of Default or Potential Default to which Borrower is aware has occurred
and is continuing or exists, or if an Event of Default or Potential Default has
occurred and is continuing or exists, specifying in detail the nature and period
of existence thereof and any action taken or contemplated to be taken by
Borrower.


    
      
         


      

      
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    (e)           Other Quarterly
Reports.  Within 30 days of the end of each calendar quarter:
(i) detailed listing of all fees paid by [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* to Borrower pertaining to Mortgage Loans, (ii) summary of
foes deposited to Reserve Fund Account, (iii) delinquency report from [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* on all outstanding Mortgage Loans, (iv) status summary from
Borrower on Purchased Loans, (v) report of rents paid and rents receivable
pertaining to the Leases, and (vi) aging of Loan Advances made to Borrower
hereunder.

     

    (f)           Notice of Event of
Default. Promptly upon becoming aware of any Event of Default or
Potential Default, Borrower shall give Bank notice thereof, together with a
written statement of Borrower setting forth the details thereof and any action
taken or contemplated to be taken by Borrower.

     

    (g)           Notice of Material Adverse
Change.  Promptly upon becoming aware thereof, Borrower shall
give Bank notice with respect to any material adverse change in the financial
condition, assets, properties, management, operations or business of Borrower or
Tenant,

     

    (h)           Notice of
Proceedings.  Promptly upon becoming aware thereof, Borrower
shall give Bank notice of the commencement, existence or threat of all
proceedings by or before any Official Body against or affecting Borrower or
Tenant which, if adversely decided, would have an adverse effect on the
financial condition, assets, properties, management, operations or business of
Borrower or Tenant.

     

    (i)     
      Visitation. Upon
receipt of reasonable notice, and so long as not to interfere with operations of
the Tenant, Borrower shall permit such persons as Bank may designate to visit
and inspect any of its properties to examine the boob and records relevant
thereto and take copies and extracts therefrom, and to discuss Borrower’s
affairs with each of its agents, employees and independent accountants at such
times and as often. as Bank may reasonably request, at Bank’s expense. Borrower
hereby authorizes such agents, employees and independent accountant to discuss
with Bank the affairs of Borrower, all at Bank’s expense.

     

    (j)            Further
Information.  Borrower will promptly furnish, or cause Tenant
to furnish, to Bank such other information, in such form, as Bank may reasonably
request from time to time.

     

    5.02.  Insurance.  Borrower
shall maintain, and require Tenant to maintain, with financially sound and
reputable insurers, general liability insurance with respect to its properties
and businesses, against such liabilities, casualties and contingencies and of
such types and in such amounts as is satisfactory to Bank and as is customary in
the case of entities engaged in the same or a similar business or having similar
properties in the same geographic area (including, if required by Bank, flood
insurance). Borrower agrees to provide Bank with thirty (30) days advance notice
of the termination of any such policy of insurance.

    


    5.03.  Maintenance.  Borrower
shall, maintain or cause to be maintained in good repair, working order and
condition the properties now or hereafter owned, leased or otherwise possessed
by it and shall make or cause to be made all needful and proper repairs,
renewals, replacements and improvements thereto so that the business carried on
in connection therewith may be properly and advantageously conducted at all
times.

    


    5.04.  Payment of
Liabilities. Borrower shall pay or discharge:

    


    (a)           prior
to the date on which penalties attach thereto, all taxes, assessments and other
governmental charges or levies imposed upon it or any of its properties or
income;

     

    (b)          on
or prior to the date when due, all lawful claims of materialmen, mechanics,
carriers, warehousemen, landlords and other like persons which, if unpaid, might
result in the creation of a Lien upon any such properties;


    
      
         


      

      
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    (c)           on
or prior to the date when due, all other lawful claims which, if unpaid, might
result in the creation of a Lien upon any such properties; and

     

    (d)          all
other liabilities so that they are not in default, in the ordinary course of
Borrower’s business.

     

    5.05.  Financial Accounting
Practices. Borrower shall make and keep books, records and accounts
which, in reasonable detail, accurately and fairly reflect its transactions and
the dispositions of its assets and maintain a system of internal accounting
controls sufficient to provide reasonable assurances that (a) transactions are
executed it accordance with management’s general or specific authorization, (b)
transactions are recorded as necessary (i) to permit preparation of financial
statements in conformity with GAAP and (ii) to maintain accountability for
assets, (c) access to assets is permitted only in accordance with management’s
general or specific authorization, and (d) the recorded accountability for
assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.

    


    5.06.
Compliance with
Laws. Borrower shall comply with all applicable Laws, in all material
respects.

    


    5.07.  Continuation of and Change
in Business. Borrower shall continue to engage in the business and
activities that it is presently engaged in. Borrower shall not engage in any
other business or activities without obtaining the prior written consent of
Bank.

    


    5.08.
Use of
Proceeds. Borrower will use the proceeds of the Note for the purposes set
forth in Section 3.15 hereof.

    


    5.09.
Lien Searches.
Bank may, but shall not be obligated to, conduct lien searches of Borrower and
its assets and properties, in its sole discretion, may determine to be
necessary.

    


    5.10.
Further
Assurances. At any time and from time to time, upon Bank’s request,
Borrower shall, and shall cause the Tenant to, make, execute and deliver, or
cause to be made, executed and delivered, to Bank and where appropriate shall
cause to be recorded or filed, and from time to time thereafter to be
re-recorded and refiled at such time and in such offices and places as shall be
deemed reasonably desirable by Bank, any and all such other Loan Documents,
certificates and other documents as Bank may consider necessary or desirable in
order to effectuate, complete or perfect and to continue and preserve the
obligations of Borrower hereunder under the Note and the Loan Documents and the
Liens created thereby, Upon any failure by Borrower or the Tenant to do so, Bank
may make, execute, record, file, re-record or refile any and each such Loan
Document, instrument, certificate and document for and in the name of
Borrower.

    


    5.11.
Wages and Withholding
Taxes. Borrower shall pay when due all wages and other compensation and
all withholding taxes. Borrower shall create and farad a reserve for all
withholding taxes for wages and other compensation which has been paid but as to
which the taxes are not yet due. If such wages and other compensation are not
paid when due and/or if such withholding taxes are not paid when due and/or a
funded reserve is not created for withholding taxes which are owing for wages
and other compensation which have been paid but as to which the taxes are not
yet due, Bank may, but is not obligated to pay Borrower’s wage, compensation
and/or withholding tax liabilities and add such amounts so paid to the principal
amounts due under Section 2.01 of this Agreement.


    
      
         


      

      
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    5.12.  Preservation of
Existence.  Borrower shall maintain its limited partnership
existence, rights and franchises in full force and effect in its jurisdictions
of organization. Borrower shall, qualify and remain qualified as a foreign
limited partnership in each jurisdiction in which failure to receive or retain
such qualification would have a material adverse effect on the financial
condition, assets, properties, management, operations or business of
Borrower.

    


    5.13.  [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]*
Agreement.  Borrower shall comply with all of the terms and
conditions of the [REDACTED –
CONFIDENTIAL TREATMENT REQUESTED]* Agreement and shall service the
Purchased Loans in a commercially reasonable manner. Borrower shall notify Bank
immediately if Borrower fails to comply with such terms and conditions or
receives notification from [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* that Borrower is in default of the [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* Agreement or otherwise is unable or unwilling to service all
or a part of the Purchased Loans in conformance with all applicable
requirements. Borrower agrees that it will not amend, modify or otherwise alter
the [REDACTED – CONFIDENTIAL
TREATMENT REQUESTED]* Agreement, without the prior written consent of
Bank, which consent may not be unreasonably withheld and must be responded to
within 15 days.

    


    5.14.
Borrower’s Collection
Policies. Intentionally Left Blank.

    


    5.15.
Reserve Fund
Account.  Borrower shall have deposited in the Reserve Fund
Account all amounts received by Borrower as referral or other fees front [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]*, pursuant to the [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* Agreement, for the referral of the Mortgage Loans, and
further agrees to maintain a minimum balance of $1,000,000 therein. Provided no
Event of Default or Potential Default exists, the Reserve Fund Account may be
used by Borrower to: (0 reduce the principal and accrued interest on the Line of
Credit when there is a deficiency in the amount received from the Collateral
Property Disposition to repay the Loan Advances made pertaining to the Purchased
Loan secured thereby, (ii) pay expenses of Borrower incurred as a direct result
of the Purchased Loans, and (iii) for such other permitted  purposes
as set forth in Section 9.3 of the [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* Agreement.

    


    5.16. Final Title Policy.
Borrower agrees to deliver a final title policy to the Bank within 60 days of
Closing insuring that the Mortgage securing the Bank is in first lien priority
position and title to such Mortgaged Land is in the Borrower’s name, and that no
other changes in the title have occurred since the date the title insurance
commitment provided prior to closing, together with the original recorded
Mortgage.


    
      
         


      

      
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    5.17.
Replacement Real
Property. Borrower agrees execute a Lease Assignment on a replacement
parcel of real property with the same or greater value with a lease satisfactory
to Bank within 90 days after the closing of a facility on the Real Property, and
shall provide notice of such closing within 10 days thereafter.

    


    5,18.
Affiliate Debt &
Net Worth. Borrower agrees to maintain a combined Affiliate Debt and
minimum net worth of at least $31,800,000, and maintain a minimum net worth of
at least $1,800,000.

    


    ARTICLE
VI

    NEGATIVE
COVENANTS

    


    Borrower
covenants to Bank as follows:

    


    6.01.
Liens. Without
the prior written consent of Bank, Borrower shall not at any time create, incur,
assume or suffer to exist any Lien on or against any assets of Borrower or agree
or become liable to do so except:

    


    (a)           Liens
in favor of Bank;

     

    (b)           Liens
existing or anticipated on the date hereof and listed as follows:
None;

     

    (c)           Liens
arising from taxes, assessments, charges, levies or claims that are not yet due,
that remain payable without penalty;

     

    (d)           Deposits
or pledges to secure workers’ compensation, unemployment insurance, old age
benefits or other social security obligations, or in connection with or to
secure the performance of bids, tenders, trade contacts or leases, or to secure
statutory obligations, or stay, surety or appeal bonds, or other pledges or
deposits of like nature and all in the ordinary course of business in an
aggregate amount of less than $100,000.00; and

     

    (e)           Zoning
restrictions, easements, minor restrictions on the use of real property, and
other minor Liens that do not secure the payment of money or the performance of
an obligation and that do not in the aggregate materially detract from the value
of a property or asset to, or materially impair its use in the business of
Borrower; and

     

    6.02.
Indebtedness.  Without
to prior written consent of Bank, Borrower shall not at any time mate, incur,
assume or suffer to exist any Indebtedness except:

    


    (a)           Indebtedness
under this Agreement, the Note or any other Loan Documents;

     

    (b)           Indebtedness
existing or anticipated on the date hereof as follows: See (e)
below;

     

    (c)           Current
accounts payable, accrued expenses and other current items arising out of
transactions (other than. borrowings) in the ordinary course of
business;

     

    (d)           Indebtedness
representing inter-party or related party indebtedness, which has been
subordinated to the Line of Credit,

     

    (e)           Such
other Indebtedness as shown on Borrower’s most recent financial statement
presented to the Bank; and


    
      
         


      

      
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    (f)           Rent
received in advance.

     

    6.03.  Guarantees and Contingent
Liabilities. Without the prior written consent of Bank, Borrower shall
not at any time, directly or indirectly, assume, guarantee, endorse or otherwise
agree, become or remain directly or contingently liable upon or with respect to
any obligation, or liability of any other Person.

    


    6.04.
Loans and
Investments. Intentionally Left Blank.

    


    6.05.
Dispositions of
Assets. Borrower shall not sell, pledge, assign, lease, abandon or
otherwise transfer or dispose of; voluntarily or involuntarily (any of the
foregoing being referred to in This section 6.05 as a “transaction” and any
series of related transactions constituting but a single transaction), the
assets of Borrower, without the prior written consent of Bank, except for
transactions which do not cause the Borrower to violate Section 5.18
hereof.

    


    6.06.
Self-Dealings.
Intentionally Left Blank

    


    6.07.
Transactions Outside
the Ordinary Course of Business. Borrower shall not enter into any
transaction outside the ordinary course of its businesses without The prior
written consent of Bank.

    


    6.08.
Capital Distributions
and Dividends. Borrower shall not declare, make, pay or agree, become or
remain liable to make or pay, any dividends or other distribution of any nature
(whether in cash, property, securities or other-wise) on account of or in
respect of any partnership interests of Borrower if an Event of Default or
Potential Event of Default exists.

    


    6.09.
Continuation of or
Change in Business. Borrower shall continue to engage in its business
substantially as is currently undertaken, and Borrower shall not engage in any
other business.

    


    6.10.
Limitation on
Modification of [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* Agreement and Lease.
Borrower shall not change or modify or otherwise amend the [REDACTED – CONFIDENTIAL TREATMENT
REQUESTED]* Agreement or the Lease without the prior written consent of
Bank, which consent shall not be unreasonably withheld and responded to within
15 days of receipt.

    


    6.11.
Merger, Consolidation,
Business Acquisitions. Borrower shall not merge or agree to merge with or
into or consolidate with or into any other Person without the prior written
consent of Bank.

    


    6.12.
Margin Stock.
Borrower will not use the proceeds of any Loan, directly or indirectly, to
purchase any “margin stock” (within the meaning of Regulations U, G, T or X of
the Board of Governors of the Federal Reserve System) or to extend credit to
others for purpose of purchasing or carrying, directly or indirectly, any margin
stock.


    
      
         


      

      
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    6.13.
No Liens on
Collateral. Borrower shall not incurs create, assume or permit to exist,
any Lien on all or any of the collateral assigned to Bank pursuant to this
Agreement or any other Loan Document as security for the Note, without the prior
written consent of Bank.

    


    6.14.
Change in
Control. Borrower will not permit a Change in Control (as defined below),
without the prior written consent of the Bank, which consent will not be
unreasonably withheld. A Change of Control shall mean any one or more of the
following: (i) Margaret Hardy-Magerko, individually or in the Trusts (as defined
below) shall own (beneficially or of record, directly or indirectly) less than
51% of the membership interests in Borrower’s General Partner, or (ii) at any
time a combination of Margaret Hardy-Magerko, Borrower’s General Partner or the
Trusts shall fail to have the right to receive 80% or more of all distributions
made by Borrower, including without limitation liquidating distributions, or
(iii) Margaret Hardy Magerko, individually or in the Trusts, shall fail to have
the right to receive 80% or more of all distributions made by the Tenant,
including without limitation liquidating distributions. The Trusts shall mean
any revocable or irrevocable trusts for which Margaret Hardy-Magerko is a
trustee or created.


    


    ARTICLE
VII

    DEFAULTS

    


    7.01.
Events of
Default. An Event of Default shall mean the occurrence or existence of
one or more of the following events or conditions (whatever the reason for such
Event of Default and whether voluntary, involuntary or effected by operation of
law):

    


    (a)           Borrower
shall fail to pay when due principal or interest on the Note, any commitment or
renewal fee, any amount payable pursuant to this Agreement or any other amount
due hereunder or under any agreement with Bank, and such default shall continue
ten (10) consecutive days; or

     

    (b)           Any
representation or warranty made by Borrower or Tenant under this Agreement or
the Loan Documents or any statement made by Borrower or Tenant in any financial
statement, certificate, report, exhibit or document funds’ heel by Borrower or
Tenant to Bank pursuant to this Agreement or the other Loan Documents shall
prove to have been false or misleading in any material respect as of the time
when made; or

     

    (c)           Borrower
or Tenant shall default in the performance or observance of any covenant
contained in Article V or Article VI hereof and such default shall continue
thirty (30) consecutive days; or

     

    (d)           Borrower
or Tenant shall default in the performance or observance of any other covenant,
agreement or duty under the Loan Documents or under the Lease, and such default
shall continue thirty (30) consecutive days after receipt of written notice by
Borrower flora Bank of such default; or

     

    (e)           Borrower
or Tenant, or any of them, (i) shall default (as principal or guarantor or other
surety) in any payment of principal of or interest on any obligation for
borrowed money in excess of $100,000 beyond any period of grace with respect
thereto or, if such obligation or obligations is or are payable or repayable on
demand, shall fail to pay or repay such obligation or obligations when demanded
or (ii) shall default in the observance of any covenant, term or condition
contained in any agreement or instrument by which such obligation or obligations
is or are created, secured or evidenced if the effect of such default is to
cause, or to permit the holder or holders of such obligation or obligations (or
a trustee or agent on behalf of such holder or holders) to cause, all or part of
such obligation or obligations to become due before its or their otherwise
stated maturity; or


    
      
         


      

      
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    (f)           One
or more judgments for the payment of money in excess of an amount that would
materially adversely affect the financial condition shall have been entered
against Borrower or Tenant which judgment or judgments shall, have remained
discharged and unstayed for a period of thirty (30) consecutive days;
or

     

    (g)          A
writ or warrant of attachment, garnishment, execution, distraint or similar
process shall have been issued against Borrower or Tenant which shall have
remained undischarged and unstayed for a period of thirty (30) consecutive days;
or

     

    (h)           Bank
shall have determined (which determination shall be conclusive) that a material
adverse change has occurred in the financial condition, assets, properties,
management, operations or business of Borrower or Tenant or that the prospect of
payment or performance of any covenant, agreement or duty under this Agreement,
or the other Loan Documents is impaired or that Bank is insecure;
or

     

    (i)       
    The death, incarceration or incapacitation of any
guarantor, if any; or

     

    (j)           A
proceeding shall have been instituted in respect of Borrower or
Tenant:

     

    (i)      seeking
to have an order for relief entered in respect of any Borrower or Tenant or
seeking a declaration or entailing a finding that Borrower or Tenant is
insolvent or a similar declaration or finding, or seeking dissolution,
minding-up, charter revocation. or forfeiture, liquidation, reorganization,
arrangement, adjustment, composition or other similar relief with respect to
Borrower or Tenant, their assets or their debts under any law relating to
bankruptcy, insolvency, relief of debtors or protection of creditors,
termination of legal entities or any other similar law now or hereafter in
effect, or

     

    (ii)      seeking
appointment of a receiver, trustee, custodian, liquidator, assignee,
sequestrator or other similar official for Borrower or Tenant or for all or any
substantial part of their property; or

     

    (i)      any
such proceedings shall result in the entry, making or grant of any such order
for relief, declaration, funding, relief, or appointment, or such proceeding
shall remain undismissed and stayed for a period of thirty (30) days or more
or

     

    (k)           Borrower
or Tenant shall become insolvent, shall become generally unable to pay their
debts as they become due, shall voluntarily suspend transaction of their
business, shall make a general assignment for the benefit of creditors, shall
institute a proceeding described in Section 7.01j(i) or shall consent to any
such order for relief, declaration, finding or relief described therein, shall
institute a proceeding described in Section 7.01j(ii) or shall consent to any
such appointment or to the taking of possession by any such official of all or
any substantial part of its property whether or not any proceeding is
instituted, shall dissolve, wind-up or liquidate itself or any substantial part
of its property, or shall take any action in furtherance of any of the
foregoing; or

     

    (l)   
        (i) a Termination Event with
respect to a Plan shall occur, (ii) any person shall engage in any prohibited
transaction involving any Plan, (iii) an accumulated funding deficiency, whether
or not waived, shall exist with respect to any Plan, (iv) Borrower or any BIWA
Affiliate shall be in “Default” (as defined in section 4219(c)(5) of ERISA) with
respect to payments due to a multiemployer plan resulting from Borrower’s or any
ERISA Affiliate’s complete or partial withdrawal (as described in section 4203
or 4205 of ERISA) from such Plan, or (v) any other event or condition shall
occur or exist with respect to a Single Employer Plan, except that no such event
or condition shall constitute an Event of Default if it, together with all other
events or conditions at the time existing, would not subject Borrower or Tenant
to any tax, penalty, debt or liability which, alone or in the aggregate, would
have a materially adverse effect on Borrower.

     

    (m)           The
Lease has been terminated for any reason, except as provided for in Section 5.17
hereof.

     

    (n)           The
Borrower or Tenant shall be in default of any of the Existing
Indebtedness.


    
      
         


      

      
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    7.02.
Consequences of an
Event of Default. Bank may demand the unpaid principal amount of the
Note, interest accrued thereon and all other amounts owing by Borrower hereunder
or under the Note or other Loan Documents to be immediately due and payable
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived, and an action therefor shall immediately
accrue.

    


    7.03.
Set-Off.  If
the unpaid principal amount of the Note, interest accrued thereon or other
amount owing by Borrower hereunder or under the Note shall have become due and
payable (by demand or otherwise), Bank and the holder of any participation in
the Note shall each have the right, in addition to all other rights and remedies
available to it, without notice to Borrower, to setoff against and to
appropriate and apply to such due and payable amounts any Debt owing to, and any
other funds held in any manner for the account of, Borrower by Bank or by such
holder, including, without limitation, all funds in all deposit accounts
(whether time or demand, general or special, provisionally credited or finally
credited, or otherwise) now or hereafter maintained by any Borrower with Bank or
such holder, Borrower hereby consents to and conforms the foregoing arrangements
and confirms each Bank’s rights and such holder’s rights of barker’s lien and
set-off. Nothing in this Agreement shall be deemed a waiver or prohibition of or
restriction on. any of Bank’s rights or any such holder’s rights of banker’s
lien or set-off.

    


    7.04.
Other Remedies.
If one or more Events of Default shall occur, then Bank, in addition to any and
all other rights and remedies which Bank may then have hereunder, under the UCC,
or under any other instrument, or which Bank may have at Law or in equity or
otherwise, may, at its option: (i) in the name of Borrower, or otherwise,
demand, collect, receive and receipt for, compound, compromise, settle and give
acquittance for, and prosecute and discontinue any suits or proceedings in
respect to any or all of the collateral securing the Note (such collateral being
referred to for purposes of Sections 7.04 and 7.05 hereunder as the
“Collateral”); (ii) take any action which Bank may deem necessary or desirable
in order to realize on the Collateral, including, the power to perform any
contract, endorse in the name of Borrower without recourse to Borrower any
checks, drafts, notes or other instruments or documents received in payment of
or on account of the Collateral; (iii) enter upon the premises where any of the
Collateral not in the possession of Bank is located and take possession thereof
and remove the same, with or without judicial process; (iv) reduce their claim
to judgment or foreclosure or otherwise enforce the security interests herein
granted and assigned, in whole or in part, by any available judicial procedure;
(v) after notification, if any provided for herein, sell, lease, or otherwise
dispose of, at the office of Bank, on the premises of Borrower, or elsewhere,
all or any part of the Collateral, in its then condition or following any
commercially reasonable preparation or processing, and any such sale or other
disposition may be as a unit or in parcels, by public or private proceedings,
and by way of one or more contracts (it being agreed that the sale of any part
of Collateral shall not exhaust Banks power of sale, but sales may be made from
time to time, and at any time, until all the Collateral has been sold or until
all of Borrower’s Indebtedness to Bank has been fully paid and performed), and
at any such sale it shall not be necessary to exhibit any of the Collateral;
(vi) at its discretion, retain the Collateral in satisfaction of the Note
whenever the circumstances are such that Bank is entitled to do so under the
Code or otherwise; or (vii) exercise any and all other rights, remedies and
privileges Bank may have under this Agreement or under the Loan
Documents.


    
      
         


      

      
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    7.05.
Non-Assumption of
Liability. Nothing herein contained shall relieve Borrower from
performing any covenant, agreement or obligation on the part of Borrower to be
performed under or in respect to any of the Collateral (including rights to the
purchased Loans) or from any liability to any parry or parties having an
interest therein or impose any liability on Bank for the acts or omissions of
Borrower in connection. with any of the Collateral.  Bank shall not
assume or become liable for, nor shall it be deemed or construed to have assumed
or become liable for, any obligation of Borrower with respect to any of the
Collateral, or otherwise, by reason of the grant to Bank of security interests
in the Collateral.

    


    ARTICLE
VIII

    MISCELLANEOUS

    


    8.01.
Business
Days.  Except as otherwise provided herein, whenever any
payment or action to be made or taken hereunder or under the Note shall be
stated to be clue on a day which is not a Business Day, such payment or action
shall be made or taken on the next following Business Day and such extension of
time shall be included in computing interest or fees, if any, in connection with
such payment or action.

    


    8.02.
Records. The
unpaid principal amount of the Note, the unpaid interest accrued thereon, the
interest rate or rates applicable to such unpaid principal amount, the duration
of such applicability and the accrued and unpaid commitment fee shall at all
times be ascertained from the records of Bank which shall be conclusive absent
manifest error.

    


    8.03.
Amendments and
Waivers. Bank and Borrower, acting together, may from time to time enter
into agreements amending, modifying or supplementing this Agreement or the Note
or any other documents or instruments pursuant to or in connection herewith or
changing the rights of Bank or of Borrower hereunder or thereunder, and Bank may
from time to time grant waivers or consents to a departure from the due
performance of the obligations of Borrower hereunder or thereunder, Any such
agreement, waiver or consent must be in writing and shall be effective only to
the extent specifically set forth in such writing. In the case of any such
waiver or consent relating to any provision hereof, any Event of Default or
Potential Default so waived or consented to shall be deemed to be cured and not
continuing, but no such waiver or consent shall extend to any other or
subsequent Event of Default or Potential Default or impair any right consequent
thereto.

    


    8.04.
No Implied Waiver,
Cumulative Remedies. No course of dealing and no delay or failure of Bank
in exercising any right, power or privilege under this Agreement, the Note, the
Loan Documents or any other documents or instruments pursuant to or in
connection herewith shall affect any other or further exercise thereof or
exercise of any other right, power or privilege except as and to the extent that
the assertion of any such right, power or privilege shall be barred by an
applicable statute of limitations; nor shall any single or partial exercise of
any such right, power or privilege or any abandonment or discontinuance of steps
to enforce such a tight, power or privilege preclude any other exercise thereof
or of any other right, power or privilege. The rights and remedies of Bank under
This Agreement, the Note or any other documents or instruments pursuant to or in
connection herewith are cumulative and not exclusive of any rights or remedies
which Bank would otherwise have.


    
      
         


      

      
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    8.05.
Notices. All
notices, requests, demands, directions and other communications (collectively
“notices”) under the provisions of this Agreement or the Note shall be in
writing (including telexed communication) unless otherwise expressly permitted
hereunder and shall be sent by first-class or first-class express mail, or by
telex with confirmation in writing mailed first-class, in all cases with charges
prepaid, and any such properly given notice shall be effective when received.
All notices shall be sent to the party in question at the address stated in
Section 1.01 or in accordance with the last =revoked written direction from such
party to the other parties.

    


    8.06.
Expenses:  Taxes,
Attorneys’ Fees. Borrower agrees to pay or cause to be paid and to save
Bank harmless against liability for the payment of all reasonable out-of-pocket
expenses including, but not limited to, fees and expenses of counsel for Bank,
incurred by Bank from time to time (i) arising in connection with the
preparation, execution,  delivery and performance of this Agreement,
the Note, and any documents, instruments or transactions pursuant to or in
connection herewith, (ii) relating to any requested amendments, waivers or
consents to this Agreement, the Note or any such documents or instruments and,
(iii) arising in connection with Bank’s enforcement or preservation of rights
under this Agreement the Note or any such documents or instruments including,
but not limited to, such expenses as may be incurred by Bank in the collection
of an outstanding Note. Borrower agrees to pay all stamp, document, transfer,
recording or filing taxes or fees and similar impositions now or hereafter
determined by Bank to be payable in connection with this Agreement, the Note or
any other documents, instruments or transactions pursuant to or in connection
herewith, and Borrower agrees to save Bank harmless from and against any and all
present or future claims, liabilities or losses with. respect to or resulting
from any omission to pay or delay in paying any such taxes, fees or impositions.
In the event of a determination adversely to Borrower of any action at law or
suit in equity in relation to this Agreement, the Note or any Loan Document
Borrower will pay, in addition to all other sums which Borrower may be required
to pay, a reasonable sum for attorney’s fees incurred by Bank or the holder of
such Note in connection with such action. or suit. All payments due from
Borrower under this Section 8.06 shall be added to and become part of the Note
until paid in full.

    


    8.07.
Severability.
The provisions of this Agreement are intended to be severable. If any provision
of this Agreement shall be held invalid or unenforceable in, whole or in part in
any jurisdiction such provision shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without in any o armor
affecting the validity or enforceability thereof in any other jurisdiction or
the remaining provisions hereof in any jurisdiction.

    


    8.08.
Governing Law.
This Agreement shall be deemed to be a contract under the laws of the State of
West Virginia, and for all purposes shall be governed by and construed and
enforced in accordance with the laws of said. State, without regard to the
principles of conflicts of laws thereof.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    

    


    8.09.  Prior Understandings.
This Agreement supersedes all prior understandings and agreements, whether
written or oral, among the parties relating to the transactions provided for
herein.

    


    8.10.
Duration;
Survival. All representations and warranties of Borrower and Tenant
contained herein or made in connection herewith shall survive the making of and
shall not be, waived by the execution and delivery of this Agreement or the
Note, any investigation by Bank, or the making of any Loan and Bank may hereby
rely upon same. Notwithstanding termination of this Agreement or an Event of
Default, all covenants and agreements of Borrower shall continue in full force
and effect from an after the date of this Agreement so long as it may borrow
hereunder and until payment in full of the Note, interest thereon, commitment
fees and all other obligations of Borrower under this Agreement or the Note.
Without limitation, it is understood that all obligations of Borrower to make
payments to or indemnify Bank shall survive the payment in full of the Note and
of all other obligations of Borrower thereunder and hereunder.

    


    8.11.
Counterparts.
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument.

    


    8.12.
Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
Bank, Borrower and its successors and assigns, except that Borrower may not
assign or transfer any of its rights ,hereunder without the prior written
consent of Bank. Except to the extent otherwise required by the context of this
Agreement, the word “Bank” where used in this Agreement shall mean and include
any holder of a Note originally issued to Bank, and each such holder of a Note
shall be bound by and have the benefits of this Agreement the same as if such
holder had been a signatory hereto.

    


    8.13.
Participation.
Without notice to Borrower, Bank may participate, sell or assign all or part of
the credit facilities evidenced by the Note and, at any time and from time to
time, all information on Borrower may be provided to any potential purchaser of
or participant in the Note, any governmental authority, Bank’s auditory and
professional advisors, any person or entity which in the ordinary course of its
business makes credit reference inquiries, and as may be necessary or advisable
for the preservation of Bank’s rights.

    


    8.14.
Condemnation
Matters. To the extent that any condemnation does not affect the rental
payment to Borrower from Tenant, and does not affect the normal operation of
Tenant, then all condemnation proceeds shall be the sole property of Borrower.
If, however, the rental payment is modified Borrower shall be required to
replace the subject property within ninety (90) days of the final disposition of
the condemnation proceeds.

    


    8.15.
Jurisdiction:  Waiver
a Trial by Jury. Borrower and Tenant acknowledge and unconditionally and
irrevocably agree and consent:

    


    (a)           To
the jurisdiction of and to venue in the Circuit Court of Monongalia County, West
Virginia, and to the jurisdiction of and venue in any federal court sitting in
the Northern District of the State of West Virginia, for, with respect to, or
concerning any suit, action, or other legal proceeding pertaining to or in any
way or manner concerning, arising out of, or relating to the collection or
enforcement of the Note, any of Lender’s rights, remedies, or recourses with
respect to the Not; this Agreement, or any provision or provisions of any other
Loan Document; and


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    (b)           That
service of any court paper, including, without limitation, any process,
complaint, subpoena, answer, reply, response, motion, order, or notice, may be
effected on Borrower or Guarantors, by mail, addressed and mailed as provided
herein or in such other manner as may be provided under applicable laws or rules
of the State of West Virginia or the Northern District of the State of West
Virginia. However, nothing contained herein shall prevent or limit Lender from
bringing or instituting any suit, action, or other legal proceeding or
exercising any of its rights, remedies, or recourses against any security for
the Note or against Borrower or Guarantors, or any property of Borrower or
Guarantors, within any other state or jurisdiction. Initiating, bringing, or
instituting any such suit, action, or proceeding in any other state or
jurisdiction shall in no way or manner constitute a waiver or release of the
provision and agreement herein that the laws of the State of West Virginia shall
govern the validity of this Agreement, the construction of its terms, and the
interpretation of the rights, powers, duties, and obligations of the parties
upon whom this Agreement shall be binding or the submission by Borrower and.
Guarantors, to personal jurisdiction within the State of West Virginia. The
means and manner of obtaining personal jurisdiction and perfecting service of
process contained herein are not intended to be and shall not be construed to be
exclusive, but are and shall be cumulative and in addition to all other means
and manner of obtaining personal jurisdiction and perfecting service of process
as now or hereafter provided by the laws of the State of West Virginia or the
Northern District of the State of West Virginia.

     

    (c)           BY
EXECUTION OF THIS AGREEMENT, BORROWER Al TENANT MUTUALLY, KNOWINGLY, WILLINGLY,
AND VOLUNTARILY WAIVE AND RELEASE ANY AND ALL RIGHTS TO TRIAL BY JURY, AND
NEITHER SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY
°TITER ACTION OR LITIGATION PROCEEDING BASED UPON OR ARISING OUT OF THE LINE OF
CREDIT TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
BORROWER AND TENANT FURTHER WAIVE AN) RELEASE ANY AND ALL RIGHTS TO CONSOLIDATE
ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH
A JURY TRIAL HAS NOT BEEN WAIVED. THIS SUBPARAGRAPH AND THE PROVISIONS HEREIN
CONTAINED CONSTITUTE AN IRREVOCABLE WAIVER AND RELEASE.

     

    IN
WITNESS WHEREOF, the parties, have caused this Agreement to be duly and properly
executed as of the date first above written.

    


    
      
        
          
            
              
                	 
      	
                        HARDY
      CREDIT CO.

                      
	 
      	
                        By:
      84 LADC, LLC

                      
	 
      	
                        Its:
      General. Partner

                      
	 
      	 
      	 
      
	 
      	
                        By: 

                      	 
      
	 
      	 
      	
                        Daniel
      M. Wallach

                      
	 
      	
                        Its:
      Vice President

                      
	 
      	 
      	 
      
	 
      	
                        UNITED
      BANK, INC.

                      
	 
      	
                        By: 

                      	 
      
	 
      	 
      	
                        Kenneth
      R. Summers

                      
	 
      	
                        Title:
      Executive
Vice-President

                      


              

            

          

        

      

    


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    COMMONWEALTH
OF PENNSYLVANIA:

    COUNTY OF
_____________________:

    


    The
foregoing instrument was acknowledged before me this 15th day of May, 2007, by
DANIEL M.
WALLACH, the VICE PRESIDENT of 84
LADC, LLC, a Pennsylvania limited liability company, the sole general partner of
HARDY CREDIT CO., a Pennsylvania limited partnership, for and on behalf of said
limited liability company and limited partnership,

    


    My commission expires:
________________________.

    


    
      
        
          
            
              
                	 
      	 
      	 
	 
      	
                        NOTARY
      PUBLIC

                      	 


              

            

          

        

      

    


    
      
         


      

      
        31

        
          

        

      

      
         


      

    

     

    COMMONWEALTH
OF PENNSYLVANIA:

    COUNTY OF
___________________:

    


    The
foregoing instrument was acknowledged before me this 15th day of May 2007, by
KENNETH R.
SUMMERS, an EXECUTIVE VICE
PRESIDENT, of ‘UNITED BANK, INC., a West Virginia banking corporation,
for and on behalf of said corporation.

    


    My commission expires:
________________________.

    


    
      
        
          
            
              	 
      	 
      	 
	 
      	
                      NOTARY
      PUBLIC

                    	 


            

          

        

      

    

    


    The
Tenant hereby represents, warrants and. covenants to Bank that (i) the
representations and warranties contained in Article III herein which are
applicable to it are tree and correct, and (ii) That it shall be bound by the
covenants contained herein which are applicable to Tenant.

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              Tenant:

                            	 
	 
      	 
      	 
	 
      	
                              84
      LUMBER COMPANY

                            
	 
      	 
      	 
	 
      	
                              By:
      HARDY HOLDINGS, INC.

                            
	 
      	
                              Its:
      General Partner

                            
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	 
      	 
	 
      	
                              Cheri
      B. Bomar

                            	 
	 
      	
                              Its:
      Secretary and
Treasurer

                            


                    

                  

                

              

            

          

        

      

    

    


    COMMONWEALTH
OF PENNSYLVANIA:

    COUNTY OF
_____________________:

    


    The
foregoing instrument was acknowledged before me this 15th day of May, 2007, by
CHERI B. BOMAR,
the Secretary and
Treasurer of HARDY HOLDINGS, INC., a Pennsylvania corporation, the sole
general partner of 84 LUMBER COMPANY, a Pennsylvania limited partnership, for
and on behalf of said limited liability company and limited
partnership.

    


    My commission expires:
________________________.

    


    
      
        
          
            
              	 
      	 
      	 
	 
      	
                      NOTARY
      PUBLIC

                    	 


            

          

        

      

    


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    SCHEDULE
3.01

    QUALIFICATION

    


    NONE.



    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    SCHEDULES
3.06 AND 3.07

     

    OWNERSHIP AND CONTROL OF
BORROWER

    


    I, Dan
Wallach, having been duly chosen as Assistant Vice President and duly qualified
and authorized do hereby certify as to the ownership and control of Borrower
(the “Borrower”), as follows:

    


    
      	
              (A)

            	
              General
      Partnership Interests:

            


    

    


    84 LADC,
LLC

    


    
      	
              (B)

            	
              Limited
      Partnership Interests:

            


    

    


    84 Lumber
Company

    


    
      	
              (C)

            	
              Manager:  The
      following person named below are the duly qualified and acting manager(s)
      of the General Partner:

            


    

    


    Margaret
Hardy Magerko

    


    The
business of Borrower as presently conducted and as presently planned to be
conducted is described as follows:

    


    
      	
              1.

            	
              Lending
      money to contractors, mostly secured by First Mortgages, or actual
      ownership of property by Hardy Credit
Co.

            


    

    


    
      	
              2.

            	
              Owning
      Properties leased to 84 Lumber

            


    

    


    
      	
              3.

            	
              Duties
      under[REDACTED –
      CONFIDENTIAL TREATMENT REQUESTED]*
  Agreement

            


    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              HARDY
      CREDIT CO.

                            
	 
      	 
      	 
	 
      	
                              By:
      84 LADC, LLC

                            	 
	 
      	
                              Its:
      General. Partner

                            	 
	 
      	 
      	 
      	 
	 
      	
                              By:

                            	 
      	 
	 
      	
                              Daniel
      M. Wallach

                            
	 
      	
                              Its:
      Vice
President

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        34