Common use of Certifications From Banks and Participants; USA PATRIOT Act Clause in Contracts

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Person is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot Act. Each of the parties has signed this Agreement as of the day and year first above written. AKRION, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIES, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President Address: 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Commitment Percentage: 100% COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRION, INC., the corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. /s/ Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIES, LLC, the limited liability company described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said limited liability company. /s/ Xxxxxxx X. Xxxxx Notary Public

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot PATRIOT Act. 108 Each of the parties has signed this Agreement as of the day and year first above written. AKRIONIMAGE ENTERTAINMENT, INC. By: /s/ Xxxxx Xxxxxxxx XXXX XXXXXXXXX Name: Xxxxx Xxxxxxxx Xxxx Xxxxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIESCOO/CFO IMAGE/MADACY HOME ENTERTAINMENT, LLC By: /s/ Xxxxx Xxxxxxxx XXXX XXXXXXXXX Name: Xxxxx Xxxxxxxx Xxxx Xxxxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 CFO PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxxxx XXXXX X. Xxxxxx XXXXXXX Name: Xxxxxx Xxxxx X. Xxxxxx Xxxxxxx Title: Senior Vice President AddressPNC Bank, National Association c/o PNC Business Credit 0 Xxxxx Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxx, Xxxxxxxxxx 00000 Attention: Relationship Manager (Image Entertainment, Inc.) Telephone: (000) 000-0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Facsimile: (000) 000-0000 Commitment Percentage: 100% COMMONWEALTH Signature Page to Revolving Credit and Security Agreement Exhibit 1.2(b) FORM OF PENNSYLVANIA COMPLIANCE CERTIFICATE TO: PNC BANK, NATIONAL ASSOCIATION, as Agent (“Agent”) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day DATE: [______________], 201__ Reference is made to the Revolving Credit and Security Agreement dated as of AugustJune 23, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRION2011 among IMAGE ENTERTAINMENT, INC., the a Delaware corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. /s/ Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August(“Image”), 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIESIMAGE/MADACY HOME ENTERTAINMENT, LLC, the a California limited liability company described (“IMHE”) (Image and IMHE, each a “Borrower”, and collectively “Borrowers”), Agent and the lenders from time to time party thereto (as amended, modified and supplemented from time to time, the “Loan Agreement”). Capitalized terms used in this Compliance Certificate which are not defined herein shall have the meanings set forth in the Loan Agreement. Nothing herein limits or modifies any of the terms or provisions of the Loan Agreement. The undersigned, the [_______________] of Image, certifies, in [his/her] capacity as an officer of Image and which executed the foregoing instrument and that he signed his name thereto by on behalf of said limited liability company. /s/ Xxxxxxx X. Xxxxx Notary Publicnot in [his/her] capacity as an individual, that:

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot PATRIOT Act. Each of the parties has signed this Agreement as of the day and year first above written. AKRIONATTEST: CONTINENTAL COMMERCIAL PRODUCTS, LLC _________________________ By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary ATTEST: GLIT/GEMTEX, LTD. _________________________ By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Assistant Secretary KATY INDUSTRIES, INC. By: /s/ Xxxxx Xxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIES, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 Assistant Secretary PNC BANK, NATIONAL ASSOCIATION, as As Lender and as Agent By: /s/ Xxxxxx X. Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxx Xxxxx Xxxxxxx Title: Senior Vice President Address: 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Commitment Percentage: 100% COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of AugustPNC BANK CANADA BRANCH, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRION, INC., the corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. As Lender By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIES, LLC, the limited liability company described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said limited liability company. /s/ Name: Xxxxxxxx Xxxxxxx X. Xxxxx Notary PublicTitle: Vice President Commitment Percentage: _______%

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot PATRIOT Act. 100 Each of the parties has signed this Agreement as of the day and year first above written. AKRIONAVENTINE RENEWABLE ENERGY HOLDINGS, INC. By: /s/ Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx Title: Chief Executive Accounting and Compliance Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIESAVENTINE RENEWABLE ENERGY — XXXXXX XXXX, LLC By: /s/ Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx Title: Chief Executive Accounting and Compliance Officer AddressAVENTINE RENEWABLE ENERGY, INC. By: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Accounting and Compliance Officer AVENTINE RENEWABLE ENERGY — MT. XXXXXX, Xxxxxxxxxxxx 00000 LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Accounting and Compliance Officer AVENTINE POWER, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Accounting and Compliance Officer NEBRASKA ENERGY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President — Finance PNC BANK, NATIONAL ASSOCIATION, as As Lender and as Agent By: /s/ Xxxxxx Xxxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxx Xxxxxxxxx Title: Senior Vice President Address: 0000 PNC Bank, National Association 000 Xxxxx Xxxxxx Xxxxxx XxxxxxxxxxxxXxxxxx, Xxxxxxxxxxxx 00000 Suite 600 Chicago, Illinois 60606 Commitment Percentage: 100% COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRION, INC., the corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. /s/ Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIES, LLC, the limited liability company described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said limited liability company. /s/ Xxxxxxx X. Xxxxx Notary Public%

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot PATRIOT Act. Each of the parties has signed this Agreement as of the day and year first above written. AKRIONUNITEK GLOBAL SERVICES, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIES, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Chirf Financial Officer UNITEK ACQUISITION, INC. BCI COMMUNICATIONS, INC. UNITEK USA, LLC ADVANCED COMMUNICATIONS USA, INC. DIRECTSAT USA, LLC FTS USA, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Treasurer PNC BANK, NATIONAL ASSOCIATION, as Revolving Lender, Swing Loan Lender and as Agent By: /s/ Xxxxxxx X.Xxxxxxxxxxx Name: Xxxxxxx X.Xxxxxxxxxxx Title: Senior Vice President Address: 0000 Xxxxxx Xxxxxx XxxxxxxxxxxxPNC Bank, Xxxxxxxxxxxx National Association 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Revolving Commitment Percentage: 100% COMMONWEALTH OF PENNSYLVANIA Revolving Commitment Amount: $75,000,000 Swing Loan Commitment Percentage: 100% EXHIBIT 1.2 BORROWING BASE CERTIFICATE [*] * The confidential material contained herein has been omitted and has been separately filed with the Staff of the Securities and Exchange Commission. EXHIBIT 1.2(a) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day COMPLIANCE CERTIFICATE TO: PNC BANK, NATIONAL ASSOCIATION, as Agent The undersigned, as the [Chief Financial Officer] [Controller] of August, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRIONUNITEK GLOBAL SERVICES, INC., a corporation organized under the laws of the State of Delaware (“Borrowing Agent”), certifies, in such capacity and not in my individual capacity, that, under the terms and conditions of that certain Revolving Credit and Security Agreement of even date herewith (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among UNITEK GLOBAL SERVICES, INC., a corporation described in and which executed organized under the foregoing instrument and that he signed his name thereto by on behalf laws of said corporation. /s/ Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA the State of Delaware (“UniTek Parent”), UNITEK ACQUISITION, INC., a corporation organized under the laws of the State of Delaware (“UniTek Acquisition”) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day BCI COMMUNICATIONS, INC., a corporation organized under the laws of Augustthe State of Delaware (“BCI”), 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIESUNITEK USA, LLC, the a limited liability company described in and which executed organized under the foregoing instrument and that he signed his name thereto by on behalf laws of said the State of Delaware (“UniTek USA”), ADVANCED COMMUNICATIONS USA, INC., a corporation organized under the laws of the State of Delaware (“Advanced Communications”), DIRECTSAT USA, LLC, a limited liability company. /s/ Xxxxxxx X. Xxxxx Notary Publiccompany organized under the laws of the State of Delaware (“DirectSat”) and FTS USA, LLC, a limited liability company organized under the laws of the State of Delaware (“FTS”; UniTek Parent, UniTek Acquisition, BCI, UniTek USA, Advanced Communications, DirectSat and FTS collectively, the “Borrowers”, and each a “Borrower”), each other Person hereafter joined thereto as a borrower from time to time, the financial institutions which are now or which hereafter become a party thereto as lenders (collectively, together with their successors and assigns, the “Lenders”) and PNC Bank, National Association, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity (including any success “Agent” appointed under the Credit Agreement), the “Agent”):

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent and Borrower Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot PATRIOT Act. Each of the parties has signed this Revolving Credit, Term Loan and Security Agreement as of the day and year first above written. AKRIONXXXXXXX GRANITE COMPANY LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President / Chief Executive Officer ROCK OF AGES CORPORATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chairman CAROLINA QUARRIES, INC. By: /s/ Xxxxx Xxxxxxxx /s/Xxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx Xxxx X. Xxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIES, LLC Chairman PENNSYLVANIA GRANITE CORP. By: /s/ Xxxxx Xxxxxxxx Xxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx Xxxx X. Xxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 PNC BANK, NATIONAL ASSOCIATION, as Chairman PEOPLE’S UNITED BANK As Lender and as Agent By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Commitment Percentage: 60% KEYBANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxx Xxxxxxxx Title: Senior Vice President Address: 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Commitment Percentage: 10040% COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRION, INC., the corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. /s/ Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIES, LLC, the limited liability company described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said limited liability company. /s/ Xxxxxxx X. Xxxxx Notary PublicANNEX A

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot PATRIOT Act. Each of the parties has signed this Agreement as of the day and year first above written. AKRIONKABLE MEDIA SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and Chief Executive Officer KABLE DISTRIBUTION SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and Chief Operating Officer KABLE PRODUCT SERVICES, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and Chief Executive Officer KABLE NEWS COMPANY, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxxx Xxxx X. Xxxxxxxx Title: President and Chief Executive Operating Officer AddressPALM COAST DATA HOLDCO, INC. By: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx/s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIES, Chief Operating Officer and Secretary KABLE STAFFING RESOURCES LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and Chief Executive Officer KABLE SPECIALTY PACKAGING SERVICES LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President and Chief Executive Officer KABLE NEWS INTERNATIONAL, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President KABLE FULFILLMENT SERVICES, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxxx Xxxx X. Xxxxxxxx Title: President and Chief Executive Operating Officer AddressPALM COAST DATA LLC By: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx/s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: President, Xxxxxxxxxxxx 00000 Chief Operating Officer and Secretary PNC BANK, NATIONAL ASSOCIATION, as As Lender and as Agent By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President Address: 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx XX 00000 Commitment Percentage: 100% COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRION, INC., the corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. /s/ Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIES, LLC, the limited liability company described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said limited liability company. /s/ Xxxxxxx X. Xxxxx Notary Public%

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot PATRIOT Act. 100 Each of the parties has signed this Agreement as of the day and year first above written. AKRIONVALUEVISION MEDIA, INC. By: /s/ Xxxxx Xxxxxxxx XXXXX XXXXXXXXX Name: Xxxxx Xxxxxxxx Xxxxxxxxx Title: Chief Executive Financial Officer Address: 0000 Xxxxxxxxx Xxxxx XxxxxxxxxVALUEVISION INTERACTIVE, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIES, LLC INC. By: /s/ Xxxxx Xxxxxxxx XXXXX XXXXXXXXX Name: Xxxxx Xxxxxxxx Xxxxxxxxx Title: Chief Executive Financial Officer AddressVVI FULFILLMENT CENTER, INC. By: 0000 /s/ XXXXX XXXXXXXXX Name: Xxxxx Xxxxxxxxx Title: Chief Financial Officer VALUEVISION MEDIA ACQUISITIONS, INC. By: /s/ XXXXX XXXXXXXXX Name: Xxxxx XxxxxxxxxXxxxxxxxx Title: Chief Financial Officer VALUEVISION RETAIL, Xxxxxxxxxxxx 00000 INC. By: /s/ XXXXX XXXXXXXXX Name: Xxxxx Xxxxxxxxx Title: Chief Financial Officer PNC BANK, NATIONAL ASSOCIATION, as As Lender and as Agent By: /s/ Xxxxxx X. Xxxxxx XXXXX XXXXXXX Name: Xxxxxx X. Xxxxxx Xxxxx Xxxxxxx Title: Senior Vice President Address: 0000 000 Xxxxx Xxxxxx Xxxxxx XxxxxxxxxxxxXxxxx, Xxxxxxxxxxxx 00000 Suite 600 Chicago, Illinois 60606 Commitment Percentage: 100% COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRION, INC., the corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. /s/ Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIES, LLC, the limited liability company described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said limited liability company. /s/ Xxxxxxx X. Xxxxx Notary Public%

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot PATRIOT Act. 104 Each of the parties has signed this Agreement as of the day and year first above written. AKRIONVALUEVISION MEDIA, INC. By: /s/ Xxxxx Xxxxxxxx Xxxxxxx X. XxXxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx X. XxXxxxx Title: Executive Vice President and Chief Financial Officer VALUEVISION INTERACTIVE, INC. By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: Chief Executive Financial Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxxand Treasurer VVI FULFILLMENT CENTER, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIES, LLC INC. By: /s/ Xxxxx Xxxxxxxx Xxxxxxx X. XxXxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx X. XxXxxxx Title: Chief Executive Financial Officer Addressand Treasurer VALUEVISION MEDIA ACQUISITIONS, INC. By: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx/s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: Chief Financial Officer and Treasurer VALUEVISION RETAIL, Xxxxxxxxxxxx 00000 INC. By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: Chief Financial Officer and Treasurer PNC BANK, NATIONAL ASSOCIATION, as As Lender and as Agent By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President AddressPNC Bank, National Association 000 Xxxxx Xxxxxx Xxxxx, Suite 600 Chicago, Illinois 60606 Attention: 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Commitment Percentage: 100% COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRION, INC., the corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. /s/ Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIES, LLC, the limited liability company described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said limited liability company. /s/ Xxxxxxx X. Xxxxx Notary PublicPortfolio Manager

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Administrative Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot PATRIOT Act. Each of the parties has signed this Agreement as of the day and year first above written. AKRIONSKULLCANDY, INC. By: /s/ Xxxxx Xxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx Title: Chief Executive Financial Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIES, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 PNC BANK, NATIONAL ASSOCIATION, As Lender and as Administrative Agent By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President 0 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000 Commitment Percentage: 80% UPS CAPITAL CORPORATION, as Lender and as Foreign Collateral Agent By: /s/ Xxxxxx Xxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxx Title: Senior Vice President Address: 0000 Xxxxxx Xxxxxx XxxxxxxxxxxxDirector Portfolio Management 00 Xxxxxxxx Xxxxxxx, Xxxxxxxxxxxx Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Commitment Percentage: 100% COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRION, INC., the corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. /s/ Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIES, LLC, the limited liability company described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said limited liability company. /s/ Xxxxxxx X. Xxxxx Notary Public20%

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot PATRIOT Act. 105 Each of the parties has signed this Agreement as of the day and year first above written. AKRIONXXXXXXX OUTDOORS INC. By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx, Assistant Treasurer XXXXXXX OUTDOORS WATERCRAFT INC. By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx, Treasurer XXXXXXX OUTDOORS MARINE ELECTRONICS LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx, Secretary XXXXXXX OUTDOORS GEAR LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx, Secretary and Treasurer XXXXXXX OUTDOORS DIVING LLC By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx, Secretary UNDER SEA INDUSTRIES, INC. By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxx Xxxxxx, Secretary and Treasurer TECHSONIC INDUSTRIES, INC. By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx, Secretary and Treasurer PNC BANK, NATIONAL ASSOCIATION, As Collateral Agent and Administrative Agent By: /s/ Xxx XxXxxx Name: Xxx XxXxxx Title: Senior Vice President 000 Xxxxx Xxxxxx Xxxxx, Suite 600 Chicago, Illinois 60606 Attention: Portfolio Manager PNC BANK, NATIONAL ASSOCIATION, As a Lender By: /s/ Xxx XxXxxx Name: Xxx XxXxxx Title: Senior Vice President 000 Xxxxx Xxxxxx Xxxxx, Suite 600 Chicago, Illinois 60606 Attention: Portfolio Manager Commitment Percentage: 40.000000000% TD BANK, N.A. By: /s/ Xxxxxxx X. Xxxx, Xx. Name: Xxxxxxx X. Xxxx, Xx. Title: Vice President Address for Notices: 0000 Xxxxxx Xx., 0xx Xxxxx Xxxxxxxxxxxx, XX 00000 c/o Xxxxxxx X. Xxxx, Xx. phone: 000-000-0000 fax: 000-000-0000 xxxxxxx.xxxx@xxxxxxxxxxx.xxx Commitment Percentage: 21.333333333% ASSOCIATED COMMERCIAL FINANCE, INC. By: /s/ Xxxxx Xxxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIES, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Xxxxxxx Title: Senior Vice President AddressAddress for Notices: 00000 Xxxx Xxxxxxxxx Xxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 c/o Xxxxx X. Xxxxxxx phone: 000-000-0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 fax: 000-000-0000 xxxxx.xxxxxxx@xxxxxxxxxxxxxx.xxx Commitment Percentage: 10013.333333333% COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRION, INC., the corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. THE PRIVATEBANK AND TRUST COMPANY By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIES, LLC, the limited liability company described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said limited liability company. /s/ Xxxxxxx Name: Xxxxxxxx X. Xxxxx Notary PublicTitle: Managing Director Address for Notices: The PrivateBank and Trust Company 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 c/o Xxxxxxxx X. Xxxxx phone: 000-000-0000 fax: 000-000-0000 xxxxxx@xxxxxxxxxxxxxx.xxx Commitment Percentage: 25.333333333%

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot PATRIOT Act. 100 Each of the parties has signed this Agreement as of the day and year first above written. AKRIONAVENTINE RENEWABLE ENERGY HOLDINGS, INC. By: /s/ Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx Title: Chief Executive Accounting and Compliance Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIESAVENTINE RENEWABLE ENERGY — XXXXXX XXXX, LLC By: /s/ Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx Title: Chief Executive Accounting and Compliance Officer AddressAVENTINE RENEWABLE ENERGY, INC. By: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Accounting and Compliance Officer AVENTINE RENEWABLE ENERGY — MT. XXXXXX, Xxxxxxxxxxxx 00000 LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Accounting and Compliance Officer AVENTINE POWER, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Accounting and Compliance Officer NEBRASKA ENERGY, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President — Finance PNC BANK, NATIONAL ASSOCIATION, as As Lender and as Agent By: /s/ Xxxxxx Xxxxx X. Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxx Xxxxxxxxx Title: Senior Vice President Address: 0000 PNC Bank, National Association 000 Xxxxx Xxxxxx Xxxxxx XxxxxxxxxxxxXxxxxx, Xxxxxxxxxxxx 00000 Suite 600 Chicago, Illinois 60606 Commitment Percentage: 100% COMMONWEALTH EXHIBIT 1.2 BORROWING BASE CERTIFICATE In possession of Agent. EXHIBIT 2.1(a) FORM OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of AugustREVOLVING CREDIT NOTE $20,000,000 March , 20052010 FOR VALUE RECEIVED, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRIONAVENTINE RENEWABLE ENERGY HOLDINGS, INC., the a Delaware corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. /s/ Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August(“Holdings”), 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIESAVENTINE RENEWABLE ENERGY — XXXXXX XXXX, LLC, the a Delaware limited liability company described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said (“Aventine Renewable Aurora”), AVENTINE RENEWABLE ENERGY, INC., a Delaware corporation (“Aventine Renewable Inc.”), AVENTINE RENEWABLE ENERGY — MT XXXXXX, LLC, a Delaware limited liability companycompany (“Aventine Renewable Mt. Xxxxxx”), AVENTINE POWER, LLC, a Delaware limited liability company (“Aventine Power”), NEBRASKA ENERGY, L.L.C., a Kansas limited liability company (“Nebraska Energy” and together Holdings, Aventine Renewable Aurora, Aventine Renewable Inc., Aventine Renewable Mt. Xxxxxx and Aventine Power, the “Borrowers”, and each individually a “Borrower”), jointly and severally hereby promise to pay to the order of PNC BANK, NATIONAL ASSOCIATION (“PNC”), at the office of Agent (as defined below) at the address set forth in the Loan Agreement (as defined below) or at such other place as Agent may from time to time designate to Borrowers in writing: (i) at the end of the Term or (ii) earlier as provided in the Loan Agreement, the lesser of the principal sum of TWENTY MILLION DOLLARS ($20,000,000) or such lesser sum which then represents PNC’s Commitment Percentage of the aggregate unpaid principal amount of all Revolving Advances made or extended to Borrowers by PNC pursuant to the Loan Agreement, in lawful money of the United States of America in immediately available funds, together with interest on the principal hereunder remaining unpaid from time to time, at the rate or rates from time to time in effect under the Loan Agreement. /s/ Xxxxxxx X. Xxxxx Notary PublicTHIS REVOLVING CREDIT NOTE is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among the Borrowers, the various financial institutions named therein or which hereafter become a party thereto as lenders (the “Lenders”) and PNC, in its capacity as agent for Lenders (in such capacity, “Agent”) and in its capacity as a Lender. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement. Borrowers hereby waive diligence, presentment, demand, protest and notice of any kind whatsoever as further set forth in the Loan Agreement. This Revolving Credit Note is one of the Revolving Credit Notes referred to in the Loan Agreement, which among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayments of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain terms and conditions therein specified. THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF ILLINOIS.

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States 100 of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA Patriot PATRIOT Act. Each of the parties has signed this Agreement as of the day and year first above written. AKRIONGAIAM AMERICAS, INC. By: /s/ Xxxxx Xxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxxx Xxxxxx Title: Chief Executive Financial Officer AddressSPRI PRODUCTS, INC. By: 0000 Xxxxxxxxx /s/ Xxxxx XxxxxxxxxXxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer GT DIRECT, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIESINC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer VE NEWCO, LLC By: /s/ Xxxxx Xxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxxx Xxxxxx Title: Chief Executive Financial Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 PNC BANK, NATIONAL ASSOCIATION, as Agent and Lender and as Agent By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President Address: 0000 0 Xxxxx Xxxx Xxxxxx Xxxxxx XxxxxxxxxxxxXxxxxxxx, Xxxxxxxxxxxx XX 00000 Commitment Percentage: 100% COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRION, INC., the corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. /s/ Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIES, LLC, the limited liability company described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said limited liability company. /s/ Xxxxxxx X. Xxxxx Notary Public%

Certifications From Banks and Participants; USA PATRIOT Act. Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (ia) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (iib) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1i) within 10 days after the Closing Date, and (2ii) as such other times as are required under the USA Patriot PATRIOT Act. Each of the parties has signed this Agreement as of the day and year first above written. AKRIONBORROWERS: VIRCO MFG. CORPORATION, INC. a Delaware corporation By: /s/ Xxxxx Xxxxxxxx Xxxxxx X. Dose Name: Xxxxx Xxxxxxxx Xxxxxx X. Dose Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx XxxxxxxxxVice President Finance, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIESTreasurer and Secretary VIRCO INC., LLC a Delaware corporation By: /s/ Xxxxx Xxxxxxxx Xxxxxx X. Dose Name: Xxxxx Xxxxxxxx Xxxxxx X. Dose Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx XxxxxxxxxVice President Finance, Xxxxxxxxxxxx 00000 Treasurer and Secretary PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Xxxxxx X. Xxxxxx Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxx Xxxxxxxx Xxxxxxxxxxx Title: Senior Vice President Address: 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Commitment Percentage: 100% COMMONWEALTH OF PENNSYLVANIA Exhibit 1.2(a) ) ssBorrowing Base Certificate PNCBANK Report No. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRION, INC., the corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. /s/ Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIES, LLC, the limited liability company described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said limited liability company. /s/ Xxxxxxx X. Xxxxx Notary PublicInventory Collateral Status A/R RM WIP WIP - ATS FG Total Inventory Total

Certifications From Banks and Participants; USA PATRIOT Act. (a) Each Lender or assignee or participant of any such Person a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA Patriot PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Person Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA Patriot PATRIOT Act and the applicable regulations: (1) within 10 ten (10) days after the Closing Date, and (2) as such other times as are required under the USA Patriot PATRIOT Act. (b) The USA PATRIOT Act requires all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an 75 Each of the parties has signed this Agreement as of the day and year first above written. AKRIONBORROWERS: UNITED STATES STEEL CORPORATION By: ________________________/s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President - Treasurer & Chief Risk Officer UNITED STATES STEEL INTERNATIONAL, INC. By: ________________________/s/ Xxxxx Xxxxxxxx Xxxx Xxxx Name: Xxxxx Xxxxxxxx Xxxx Xxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 GOLDFINGER TECHNOLOGIES, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer Address: 0000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000 Treasurer PNC BANK, NATIONAL ASSOCIATION, as Agent and a Lender and as Agent By: ________________________/s/ Xxxxxx X. Xxxxxx Xxxx Xxxxx Name: Xxxxxx X. Xxxxxx Xxxx Xxxxx Title: Senior Vice President Address: 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Commitment Percentage: 100% COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of AKRION, INC., the corporation described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said corporation. /s/ Xxxxxxx X. Xxxxx Notary Public COMMONWEALTH OF PENNSYLVANIA ) ) ss. COUNTY OF PHILADELPHIA ) On this 5th day of August, 2005, before me personally came XXXXX XXXXXXXX, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of GOLDFINGER TECHNOLOGIES, LLC, the limited liability company described in and which executed the foregoing instrument and that he signed his name thereto by on behalf of said limited liability company. /s/ Xxxxxxx X. Xxxxx Notary PublicPresident