IN THE FACE AMOUNT OF SUCH LENDER'S
PRO RATA TERM LOAN SHARE (COLLECTIVELY, THE "TERM NOTES"), WHICH SHALL BE IN
FORM AND CONTENT ACCEPTABLE TO AGENT AND LENDERS.
ALL TERMS AND CONDITIONS OF
THE LOAN AGREEMENT AND THE LOAN
DOCUMENTS APPLICABLE TO THE LOANS SHALL APPLY TO THE TERM LOAN EXCEPT AS
SPECIFICALLY SET FORTH HEREIN.
(B)
SUBJECT TO THE TERMS AND CONDITIONS OF THE LOAN AGREEMENT, EACH
LENDER AGREES THAT SUCH LENDER'S RESPECTIVE PRO RATA TERM LOAN PERCENTAGE OF THE
TERM LOAN IS AS SET FORTH ON SCHEDULE A TO THE LOAN AGREEMENT.
THE OUTSTANDING
AMOUNT OF THE ADVANCES BY EACH LENDER UNDER THE TERM LOAN SHALL NOT EXCEED SUCH
LENDER'S PRO RATA TERM LOAN SHARE (AS SUCH AMOUNT MAY CHANGE FROM TIME TO TIME
IN ACCORDANCE WITH THE LOAN AGREEMENT).
(C)
INTEREST ON THE TERM LOAN.
(I)
THE TERM LOAN MAY BE A EURODOLLAR LOAN OR, SUBJECT TO
SECTION 2(C)(II) BELOW, MAY ACCRUE INTEREST BASED ON THE FIXED RATE, AS BORROWER
MAY REQUEST PURSUANT TO THE TERMS OF THE LOAN AGREEMENT.
EURODOLLAR LOANS UNDER
THE TERM LOAN SHALL BE MADE IN MINIMUM PRINCIPAL AMOUNTS OF AT LEAST THREE
MILLION DOLLARS ($3,000,000.00) AND IN INCREMENTS OF TWO HUNDRED FIFTY THOUSAND
DOLLARS ($250,000.00).
BORROWER MAY NOT HAVE MORE THAN FIVE (5) SEPARATE
EURODOLLAR LOANS OUTSTANDING AT ANY ONE TIME UNDER THE TERM LOAN.
(II)
AS USED HEREIN "FIXED RATE" SHALL MEAN A FIXED RATE OF INTEREST
QUOTED BY LENDERS.
BORROWER MAY REQUEST A FIXED RATE FOR ALL OR ANY PORTION OF
THE TERM LOAN AT ANY TIME ON OR BEFORE OCTOBER 31, 2006 BY DELIVERING TO AGENT A
WRITTEN REQUEST THEREFORE.
AGENT SHALL NOTIFY BORROWER OF THE FIXED RATE QUOTED
BY LENDERS IN WRITING WITHIN THREE (3) BUSINESS DAYS OF AGENT'S RECEIPT OF SUCH
REQUEST.
BORROWER WILL NOTIFY AGENT OF ITS ACCEPTANCE OR REJECTION OF SUCH
FIXED RATE IN WRITING WITHIN ONE (1) BUSINESS DAY OF BORROWER'S RECEIPT OF SUCH
FIXED RATE QUOTE.
IF AN ACCEPTANCE OR REJECTION IS NOT RECEIVED BY AGENT WITHIN
SUCH TIME PERIOD, BORROWER IS DEEMED TO HAVE REJECTED SUCH FIXED RATE QUOTE AND
THE TERM LOAN SHALL CONTINUE TO ACCRUE INTEREST AT ITS CURRENT INTEREST RATE.
IF BORROWER ELECTS THAT ALL OR ANY PORTION OF THE TERM LOAN ACCRUE INTEREST AT
THE FIXED RATE, (I) SUCH FIXED RATE SHALL REMAIN IN EFFECT FROM THE EFFECTIVE
DATE THEREOF THROUGH THE TERM OF THE TERM LOAN AND (II) THAT PORTION OF THE TERM
LOAN SHALL BE DEEMED A FIXED RATE LOAN UNDER THE LOAN AGREEMENT.
(D)
INTEREST PAYMENTS ON THE TERM LOAN.
NOTWITHSTANDING ANYTHING SET
FORTH IN THE LOAN AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO THE CONTRARY,
INTEREST ACCRUING ON THE TERM LOAN BASED ON THE FIXED RATE SHALL BE PAYABLE BY
BORROWER ON THE FIRST BUSINESS DAY OF EACH CALENDAR MONTH, CALCULATED UPON THE
CLOSING DAILY BALANCES IN THE LOAN ACCOUNT OF BORROWER FOR EACH DAY DURING THE
IMMEDIATELY PRECEDING CALENDAR MONTH.
(E)
PRINCIPAL PAYMENTS ON THE TERM LOAN.
BORROWER WILL REPAY