SCHEDULES THERETO, AS THE SAME MAY BE FROM TIME TO TIME
AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED, AND NOT TO ANY PARTICULAR SECTION,
SUBSECTION OR CLAUSE CONTAINED IN THIS AGREEMENT.
WHEREVER FROM THE CONTEXT IT
APPEARS APPROPRIATE, EACH TERM STATED IN EITHER THE SINGULAR OR PLURAL SHALL
INCLUDE THE SINGULAR AND THE PLURAL, AND PRONOUNS STATED IN THE MASCULINE,
FEMININE OR NEUTER GENDER SHALL INCLUDE THE MASCULINE, THE FEMININE AND THE
NEUTER.
THE TERM "OR" IS NOT EXCLUSIVE.
THE TERM "INCLUDING" (OR ANY FORM
THEREOF) SHALL NOT BE LIMITING OR EXCLUSIVE.
ALL REFERENCES TO STATUTES AND
RELATED REGULATIONS SHALL INCLUDE ANY AMENDMENTS OF SAME AND ANY SUCCESSOR
STATUTES AND REGULATIONS.
ALL REFERENCES IN THIS
AGREEMENT OR IN THE SCHEDULES, ADDENDA, ANNEXES AND EXHIBITS TO THIS AGREEMENT
TO SECTIONS, SCHEDULES, DISCLOSURE SCHEDULES, EXHIBITS, AND ATTACHMENTS SHALL
REFER TO THE CORRESPONDING SECTIONS, SCHEDULES, DISCLOSURE SCHEDULES, EXHIBITS,
AND ATTACHMENTS OF OR TO THIS AGREEMENT.
ALL REFERENCES TO ANY INSTRUMENTS OR
AGREEMENTS, INCLUDING REFERENCES TO ANY OF THIS AGREEMENT OR THE ANCILLARY
AGREEMENTS SHALL INCLUDE ANY AND ALL MODIFICATIONS OR AMENDMENTS THERETO AND ANY
AND ALL EXTENSIONS OR RENEWALS THEREOF.
2.
LOAN FACILITY.
(A)
REVOLVING LOANS.
(I)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE
ANCILLARY AGREEMENTS, LAURUS MAY MAKE REVOLVING LOANS (THE "REVOLVING LOANS") TO
THE COMPANIES FROM TIME TO TIME DURING THE REVOLVING TERM WHICH, IN THE
AGGREGATE AT ANY TIME OUTSTANDING, WILL NOT EXCEED THE LESSER OF (X) (I) THE
CAPITAL AVAILABILITY AMOUNT MINUS (II) SUCH RESERVES AS LAURUS MAY REASONABLY IN
ITS GOOD FAITH JUDGMENT DEEM PROPER AND NECESSARY FROM TIME TO TIME (THE
"RESERVES") AND (Y) AN AMOUNT EQUAL TO (I) THE ACCOUNTS AVAILABILITY MINUS (II)
THE RESERVES.
THE AMOUNT DERIVED AT ANY TIME FROM SECTION 2(A)(I)(Y)(I) MINUS
SECTION 2(A)(I)(Y)(II) SHALL BE REFERRED TO AS THE "FORMULA AMOUNT."
THE
COMPANIES SHALL, JOINTLY AND SEVERALLY, EXECUTE AND DELIVER TO LAURUS ON THE
CLOSING DATE THE SECURED NON-CONVERTIBLE REVOLVING NOTE AND THE SECURED
NON-CONVERTIBLE TERM NOTE.
THE COMPANIES HEREBY EACH ACKNOWLEDGE AND AGREE THAT
LAURUS' OBLIGATION TO PURCHASE THE SECURED NON-CONVERTIBLE REVOLVING NOTE AND
THE SECURED NON-CONVERTIBLE TERM NOTE FROM THE COMPANIES ON THE CLOSING DATE
SHALL BE CONTINGENT UPON THE SATISFACTION (OR WAIVER BY LAURUS IN ITS SOLE
DISCRETION) OF THE ITEMS AND MATTERS SET FORTH IN THE CLOSING CHECKLIST PROVIDED
BY LAURUS TO THE COMPANIES ON OR PRIOR TO THE CLOSING DATE.
(II)
NOTWITHSTANDING THE LIMITATIONS SET FORTH ABOVE, IF REQUESTED BY
ANY COMPANY, LAURUS RETAINS THE RIGHT TO LEND TO SUCH COMPANY FROM TIME TO TIME
SUCH AMOUNTS IN EXCESS OF SUCH LIMITATIONS AS LAURUS MAY DETERMINE IN ITS SOLE
DISCRETION.
(III)
THE COMPANIES ACKNOWLEDGE THAT THE EXERCISE OF LAURUS'
DISCRETIONARY RIGHTS HEREUNDER MAY RESULT DURING THE REVOLVING TERM IN ONE OR
MORE INCREASES OR DECREASES IN THE ADVANCE PERCENTAGES USED IN DETERMINING
ACCOUNTS AVAILABILITY AND/OR INVENTORY AVAILABILITY AND EACH OF THE COMPANIES
HEREBY CONSENT TO ANY SUCH INCREASES OR DECREASES WHICH MAY LIMIT OR RESTRICT
ADVANCES REQUESTED BY THE COMPANIES.
(IV)
IF ANY