its successors in such capacity, the "Issuing Bank")
concerning loans and other credit accommodations to be made by Lenders to
Borrower.
All capitalized terms appearing herein which are not otherwise
defined have such meaning as provided in Section 10 below.
SECTION 1.
EXISTING LOAN DOCUMENTS
1.1
Existing Loan Documents.
Univest and Borrower are parties to
those certain loan documents described on Schedule 1.1 attached hereto
(collectively, the "Existing Loan Documents"), Univest's interest in which WBNA
(formerly First Union National Bank) purchased a participation interest..
1.2
Ratification of Existing Loan Documents.
(A)
THE EXISTING LOAN DOCUMENTS ARE VALID, BINDING AND IN FULL FORCE
AND EFFECT AS OF THE DATE HEREOF.
(B)
NEITHER THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, NOR ANY OTHER
DOCUMENT IN CONNECTION THEREWITH SHALL BE DEEMED OR CONSTRUED TO BE A
COMPROMISE, SATISFACTION, NOVATION OR RELEASE OF ANY OF THE EXISTING LOAN
DOCUMENTS OR ANY RIGHTS OR OBLIGATIONS THEREUNDER, NOR SHALL THE CREDIT
FACILITIES UNDER THIS AGREEMENT BE DEEMED TO BE A REPAYMENT OF ANY OF THE
INDEBTEDNESS EVIDENCED THEREBY.
THE CREDIT FACILITIES UNDER THIS AGREEMENT ARE
BEING EXTENDED TO RECAST, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT, THE OBLIGATIONS EVIDENCED AND SECURED BY THE EXISTING LOAN
DOCUMENTS.
ALL OBLIGATIONS UNDER THE EXISTING LOAN DOCUMENTS ARE SUPERSEDED BY
THE LOAN DOCUMENTS.
(C)
ALL LIENS, SECURITY INTERESTS, RIGHTS AND REMEDIES GRANTED TO
AGENT (FOR ITSELF OR FOR THE BENEFIT OF THE LENDERS) OR LENDERS UNDER THE
EXISTING LOAN DOCUMENTS ARE HEREBY RATIFIED, CONFIRMED AND CONTINUED IN FAVOR OF
AGENT, FOR THE BENEFIT OF LENDERS AS PROVIDED FOR HEREIN, AND SHALL SECURE THE
PERFORMANCE BY BORROWER OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND ALL OF THE
OTHER LOAN DOCUMENTS.
(D)
BORROWER HAS NO DEFENSE, SETOFF, COUNTERCLAIM OR CHALLENGE AGAINST
THE PAYMENT OF THE SUMS CURRENTLY OWING UNDER THE EXISTING LOAN DOCUMENTS OR THE
ENFORCEMENT OF ANY OF THE TERMS AND CONDITIONS OF THE EXISTING LOAN DOCUMENTS.
AGENT, LENDERS, ISSUING BANK AND BORROWER EACH AGREE THAT THE PRINCIPAL BALANCE
DUE UNDER THE EXISTING LOAN DOCUMENTS AS OF THE DATE HEREOF IS FORTY-SIX MILLION
TWELVE THOUSAND TWO HUNDRED TWENTY-SEVEN AND 94/100 DOLLARS ($46,012,227.94).
(E)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SUPERSEDE AND REPLACE
THE EXISTING LOAN DOCUMENTS.
IN THE EVENT OF ANY INCONSISTENCIES BETWEEN THE
TERMS AND CONDITIONS OF THE EXISTING LOAN DOCUMENTS AND THE TERMS AND CONDITIONS
OF THE LOAN DOCUMENTS, THE TERMS AND CONDITIONS OF THE LOAN DOCUMENTS SHALL
CONTROL.
SECTION 2.
LOANS AND LETTERS OF CREDIT
2.1
Working Capital Line of Credit.
(A)
LENDERS WILL ESTABLISH FOR BORROWER FOR AND DURING THE PERIOD FROM
THE DATE HEREOF AND UNTIL OCTOBER 31, 2006 (AS SUCH PERIOD MAY BE EXTENDED FROM
TIME TO TIME PURSUANT TO SECTION 2.1(C) BELOW, THE "WORKING CAPITAL LINE
CONTRACT PERIOD"), SUBJECT TO THE TERMS AND CONDITIONS HEREOF, A REVOLVING
WORKING CAPITAL CREDIT FACILITY (THE "WORKING CAPITAL LINE"), PURSUANT TO WHICH
LENDERS WILL FROM TIME TO TIME IN ACCORDANCE WITH THEIR RESPECTIVE PRO RATA LINE
PERCENTAGE, SEVERALLY AND NOT JOINTLY, MAKE ADVANCES TO