the Borrower and the Lenders hereby agree as follows:
SECTION 1.
AMOUNT AND TERMS OF THE CREDIT.
1.1.
RECITALS; MAXIMUM LINE COMMITMENT.
THE BORROWER WISHES TO
ESTABLISH A REVOLVING CREDIT FACILITY (THE "LINE OF CREDIT") WITH THE LENDERS IN
AN AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING NOT IN EXCESS OF
TWENTY MILLION DOLLARS ($20,000,000) (THE "MAXIMUM LINE COMMITMENT"), TO EXPIRE
NOVEMBER 21, 2006 (THE "MATURITY DATE").
The Lenders, severally in accordance with their respective Commitments set forth
on Schedule 1.1, are willing to establish such Line of Credit, subject to the
terms and conditions hereafter set forth.
1.2.
REVOLVING CREDIT LOANS; REBORROWINGS; COMPLIANCE CERTIFICATES.
(A)
ESTABLISHMENT OF LINE OF CREDIT.
SUBJECT TO THE TERMS AND
CONDITIONS HEREOF, AND IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN, THE LENDERS HEREBY ESTABLISH THE LINE OF CREDIT IN AN
AGGREGATE PRINCIPAL AMOUNT AT ANY ONE TIME OUTSTANDING NOT TO EXCEED THE MAXIMUM
LINE COMMITMENT.
UNDER THE LINE OF CREDIT, SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, THE BORROWER MAY BORROW, FROM TIME TO TIME, AN AGGREGATE PRINCIPAL
AMOUNT AT ANY TIME NOT IN EXCESS OF THE MAXIMUM LINE COMMITMENT.
EACH SUCH
BORROWING PURSUANT TO THE LINE OF CREDIT IS HEREIN CALLED A "REVOLVING CREDIT
LOAN" OR A "LOAN" AND SUCH BORROWINGS ARE COLLECTIVELY CALLED THE "REVOLVING
CREDIT LOANS" OR THE "LOANS".
(B)
MECHANICS OF REVOLVING CREDIT LOANS.
EACH REVOLVING CREDIT LOAN
SHALL BE MADE BY THE LENDERS, SEVERALLY IN ACCORDANCE WITH THEIR RESPECTIVE
COMMITMENTS AND IN SUCH AMOUNTS (NOT IN EXCESS OF THE MAXIMUM LINE COMMITMENT)
AS THE BORROWER SHALL REQUEST.
REVOLVING CREDIT LOANS SHALL BE EFFECTED AT THE
PRINCIPAL BANKING OFFICE OF THE AGENT AT 40 WATER STREET, BOSTON, MASSACHUSETTS
02109-3661, AND SHALL BE MADE AT SUCH TIMES AS THE BORROWER MAY REQUEST UPON ONE
(1) BANKING DAY'S PRIOR NOTICE TO THE AGENT IN THE CASE OF ANY BORROWING FOR
WHICH INTEREST IS CALCULATED USING THE BASE RATE (COLLECTIVELY, "BASE RATE
LOANS") AND THREE (3) BANKING DAYS' PRIOR NOTICE IN THE CASE OF ANY BORROWING
FOR WHICH INTEREST IS CALCULATED USING THE LIBOR RATE (COLLECTIVELY, "LIBOR
PORTIONS").
EACH BORROWING REQUEST SHALL BE IN THE FORM ATTACHED HERETO AS
EXHIBIT E (THE "BORROWING REQUEST").
EACH BORROWING REQUEST MAY BE SENT TO THE
AGENT BY FACSIMILE.
THE LENDERS WILL USE THEIR BEST EFFORTS TO FUND REQUESTS
FOR REVOLVING CREDIT LOANS ON THE REQUESTED BANKING DAY.
IN THE EVENT THAT
NOTWITHSTANDING ITS BEST EFFORTS, THE LENDERS ARE UNABLE TO FUND A REQUESTED
REVOLVING CREDIT LOAN ON THE REQUESTED BANKING DAY, THE LENDERS SHALL HAVE NO
LIABILITY WHATSOEVER FOR SUCH FAILURE TO FUND AND WILL FUND SUCH REVOLVING
CREDIT LOAN ON THE NEXT BANKING DAY.
THE LENDERS SHALL MAKE EACH REVOLVING
CREDIT LOAN HEREUNDER BY CREDITING THE AMOUNT OF SUCH REVOLVING CREDIT LOAN TO
THE BORROWER'S OPERATING ACCOUNT (ACCOUNT NO. 8142333) WITH THE AGENT (TOGETHER
WITH ANY OTHER ACCOUNT FROM TIME TO TIME DESIGNATED BY THE BORROWER FOR THE
PURPOSE OF EFFECTING REVOLVING CREDIT LOANS, THE "OPERATING ACCOUNT").
(C)
REBORROWINGS.
THE BORROWER