OF ONLY THE BANK AS REQUIRED BY THIS AGREEMENT AS DETERMINED AND COMPUTED
IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
SECTION 1.2.
ACCOUNTING AND OTHER TERMS.
ALL ACCOUNTING TERMS
NOT SPECIFICALLY DEFINED IN THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED AS SUCH PRINCIPLES
MAY CHANGE FROM TIME TO TIME.
OTHER TERMS DEFINED HEREIN SHALL HAVE THE
MEANINGS ASCRIBED TO THEM HEREIN.
ARTICLE II.
THE LOANS
SECTION 2.1.
COMMITMENT FOR REVOLVING LOAN.
THE BANK AGREES, IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, TO MAKE ADVANCES (THE "ADVANCES")
TO THE BORROWER FROM TIME TO
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TIME FROM THE DATE HEREOF TO AND INCLUDING APRIL 30, 2004 (THE "TERMINATION
DATE") OR THE EARLIER TERMINATION OF THE COMMITMENT UNDER THE TERMS OF THIS
AGREEMENT, IN AN AGGREGATE AMOUNT NOT TO EXCEED $3,000,000.00 (THE
"COMMITMENT"); PROVIDED, HOWEVER, THAT THE AGGREGATE AMOUNT OF ADVANCES
OUTSTANDING SHALL NOT AT ANY TIME EXCEED THE LESSER OF (I) THE COMMITMENT OR
(II) THE BORROWING BASE.
EACH ADVANCE SHALL BE IN AN AMOUNT OF NOT LESS THAN
$10,000.00.
WITHIN THE LIMITS OF THE COMMITMENT THE BORROWER MAY BORROW, PREPAY
PURSUANT TO SECTION 2.6 AND REBORROW UNDER THIS SECTION 2.1.
SECTION 2.2.
THE REVOLVING NOTE.
THE ADVANCES MADE BY THE BANK
SHALL BE EVIDENCED BY A PROMISSORY NOTE (THE "REVOLVING NOTE") THAT IS IN
SUBSTANTIALLY THE FORM OF EXHIBIT A ATTACHED HERETO AND IS DELIVERED TO THE BANK
PURSUANT TO ARTICLE III.
SECTION 2.3.
COMMITMENT FOR TERM LOAN.
THE BANK HEREBY AGREES TO
LEND TO THE BORROWER ON OR ABOUT THE DATE HEREOF THE AMOUNT OF $5,000,000.00
(THE "TERM LOAN").
THE TERM LOAN SHALL BE EVIDENCED BY A PROMISSORY NOTE (THE
"TERM NOTE") THAT IS IN SUBSTANTIALLY THE FORM OF EXHIBIT B ATTACHED HERETO AND
IS DELIVERED TO THE BANK PURSUANT TO ARTICLE III.
SECTION 2.4.
MAKING OF ADVANCES.
THE BORROWER MAY REQUEST
ADVANCES UNDER THIS AGREEMENT BY GIVING NOTICE TO THE BANK, SPECIFYING THE DATE
OF THE REQUESTED ADVANCE AND THE AMOUNT THEREOF.
ANY REQUEST FOR AN ADVANCE
SHALL BE DEEMED TO BE A REPRESENTATION THAT THE BORROWER'S REPRESENTATIONS AND
WARRANTIES CONTAINED IN SECTION 4.1 ARE TRUE AND CORRECT AS OF THE DATE OF THE
ADVANCE AS THOUGH MADE ON AND AS OF SUCH DATE AND THAT NO EVENT HAS OCCURRED AND
IS CONTINUING, OR WILL RESULT FROM SUCH ADVANCE, THAT CONSTITUTES AN EVENT OF
DEFAULT OR WOULD CONSTITUTE AN EVENT OF DEFAULT BUT FOR THE REQUIREMENT THAT
NOTICE BE GIVEN OR TIME ELAPSE OR BOTH.
THE BANK MAY DISBURSE EACH REQUESTED
ADVANCE AND THE TERM LOAN BY CREDITING IMMEDIATELY
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AVAILABLE FUNDS IN THE AMOUNT OF THE ADVANCE AND THE TERM LOAN TO THE BORROWER'S
DEMAND DEPOSIT ACCOUNT MAINTAINED WITH THE BANK.
SECTION 2.5.
INTEREST AND PAYMENTS.
THE BORROWER SHALL REPAY,
AND SHALL PAY INTEREST ON, THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF THE ADVANCES
AND THE TERM LOAN IN ACCORDANCE WITH THE NOTES, EXCEPT THAT DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT THE BORROWER SHALL PAY INTEREST ON