FACE AMOUNT OF ALL LETTERS OF
CREDIT ISSUED AND OUTSTANDING EXCEED $1,000,000; PROVIDED, FURTHER, THAT IF THE
EXPIRATION DATE FOR ANY LETTER OF CREDIT REQUESTED BY THE BORROWER IS LATER THAN
THE EXPIRATION DATE, THE BORROWER SHALL ON OR BEFORE THE DAY FIVE (5) DAYS PRIOR
TO THE EXPIRATION DATE DEPOSIT WITH THE BANK AS COLLATERAL FOR THE OBLIGATIONS
(AS HEREINAFTER DEFINED), CASH OR MARKETABLE SECURITIES (ACCEPTABLE TO THE BANK
AND MARGINED IN ACCORDANCE WITH THE BANK'S CUSTOMARY REQUIREMENTS) IN AN AMOUNT
EQUAL TO 105% OF THE MAXIMUM AMOUNT AVAILABLE TO BE DRAWN AT SUCH TIME
(DETERMINED WITHOUT REGARD TO WHETHER ANY CONDITIONS TO DRAWING COULD BE MET AT
SUCH TIME) UNDER EACH OUTSTANDING LETTER OF CREDIT, AND THE BORROWER HEREBY
PLEDGES TO THE BANK, AND GRANTS TO THE BANK A SECURITY
INTEREST IN, ALL SUCH CASH AND SECURITIES AS SECURITY FOR THE SUCH OBLIGATIONS.
THE AVAILABILITY OF ADVANCES UNDER THE REVOLVING LINE OF CREDIT SHALL BE REDUCED
BY THE FACE AMOUNT OF EACH LETTER OF CREDIT ISSUED AND OUTSTANDING (WHETHER OR
NOT DRAWN).
EACH PAYMENT BY THE BANK UNDER A LETTER OF CREDIT SHALL IN THE
BANK'S DISCRETION CONSTITUTE AN ADVANCE OF PRINCIPAL UNDER THE REVOLVING LINE OF
CREDIT AND SHALL BE EVIDENCED BY THE NOTE.
THE LETTERS OF CREDIT SHALL BE
GOVERNED BY THE TERMS OF THIS AGREEMENT AND BY ONE OR MORE REIMBURSEMENT
AGREEMENTS, IN FORM AND CONTENT SATISFACTORY TO THE BANK AND THE BORROWER,
EXECUTED BY THE BORROWER IN FAVOR OF THE BANK (COLLECTIVELY, THE "REIMBURSEMENT
AGREEMENT").
EACH REQUEST FOR THE ISSUANCE OF A LETTER OF CREDIT MUST BE
ACCOMPANIED BY THE BORROWER'S EXECUTION OF AN APPLICATION ON THE BANK'S STANDARD
FORMS (EACH, AN "APPLICATION"), TOGETHER WITH ALL SUPPORTING DOCUMENTATION.
EACH LETTER OF CREDIT WILL BE ISSUED IN THE BANK'S SOLE DISCRETION AND IN A FORM
ACCEPTABLE TO THE BANK AND THE BORROWER.
THE BORROWER SHALL PAY TO THE BANK THE
BANK'S STANDARD ISSUANCE FEE, ON THE FACE AMOUNT OF EACH LETTER OF CREDIT UPON
ISSUANCE, TOGETHER WITH SUCH OTHER CUSTOMARY FEES, COMMISSIONS AND EXPENSES
THEREFOR AS SHALL BE REQUIRED BY THE BANK.
THIS LETTER IS NOT A PRE ADVICE FOR
THE ISSUANCE OF A LETTER OF CREDIT AND IS NOT IRREVOCABLE.
(B)
TERMINATION AND REDUCTION OF THE COMMITMENT.
UPON AT LEAST FIVE
(5) DAYS PRIOR IRREVOCABLE WRITTEN NOTICE TO THE BANK, THE BORROWER MAY AT ANY
TIME PRIOR TO THE EXPIRATION DATE, IN WHOLE PERMANENTLY TERMINATE, OR FROM TIME
TO TIME IN PART PERMANENTLY REDUCE, THE REVOLVING LINE OF CREDIT; PROVIDED,
HOWEVER, THAT (I) EACH PARTIAL REDUCTION OF THE REVOLVING LINE OF CREDIT SHALL
BE IN A MINIMUM AGGREGATE PRINCIPAL AMOUNT OF $250,000 OR IN INTEGRAL MULTIPLES
OF $250,000 IN EXCESS THEREOF, AND (II) THE REVOLVING LINE OF CREDIT MAY NOT BE
REDUCED OR TERMINATED, IF, AFTER GIVING EFFECT THERETO AND ANY PREPAYMENTS OF
THE REVOLVING ADVANCES MADE ON THE EFFECTIVE DATE THEREOF, THE AGGREGATE AMOUNT
OF THE REVOLVING ADVANCES PLUS THE FACE AMOUNT OF EACH LETTER OF CREDIT ISSUED
AND OUTSTANDING (WHETHER OR