Common use of Early Termination of Agreement Clause in Contracts

Early Termination of Agreement. This Agreement may be terminated prior to the last day of the Facility Period as follows: (i) by Borrower, effective three (3) Business Days after written notice of termination is given to Bank; or (ii) by Bank at any time after the occurrence of an Event of Default, without notice, effective immediately. If this Agreement is terminated by Borrower or by Bank on or before the last day of the Facility Period, Borrower shall pay to Bank a termination fee in an amount equal to Ten Thousand Dollars ($10,000.00). The termination fee (the "Early Termination Fee") shall be due and payable on the effective date of termination and thereafter shall bear interest at a rate equal to the highest rate applicable to any of the Obligations. Notwithstanding the foregoing, Bank agrees to waive the Early Termination Fee if Bank agrees to refinance and redocument this Agreement under this or another division of Bank (in its sole and exclusive discretion) prior to the last day of the Facility Period." The Loan Agreement shall be amended by deleting Section 6.3(D)(ii) thereof and inserting in lieu thereof the following:

Early Termination of Agreement. This Agreement may be terminated prior to the last day of the Facility Period as follows: (i) by Borrower, effective three (3) Business Days after written notice of termination is given to Bank; or (ii) by Bank at any time after the occurrence of an Event of Default, without notice, effective immediately. If this Agreement is terminated prior to the Maturity Date: (A) by Bank in accordance with clause (ii) in the foregoing sentence or (B) by Borrower or by Bank on or before the last day of the Facility Periodfor any reason, Borrower shall pay to Bank a termination fee in an amount equal to Ten to: (a) Seventy Five Thousand Dollars ($10,000.0075,000.00), if such termination occurs on or before January 1, 2005, or (b) Fifty Thousand Dollars ($50,000.00), if such termination occurs after January 1, 2005 (the “Early Termination Fee”). The termination fee (the "Early Termination Fee") Fee shall be due and payable on the effective date of such termination and thereafter shall bear interest at a rate equal to the highest rate applicable to any of the Obligations. Notwithstanding the foregoing, Bank agrees to waive the Early Termination Fee if Bank agrees to refinance and redocument this Agreement under this or another division of the Bank (in its sole and exclusive discretion) prior to the last day of the Facility Period." The Loan Agreement shall be amended by deleting Section 6.3(D)(ii) thereof ” and inserting in lieu thereof the following:

Early Termination of Agreement. This Agreement may be terminated prior to the last day of the Facility Period as follows: (i) by Borrower, effective three (3) Business Days after written notice of termination is given to Bank; or (ii) by Bank at any time after the occurrence of an Event of Default, without notice, effective immediately. If this Agreement is so terminated by Borrower or by Bank on or before the last day of the Facility PeriodBank, Borrower shall pay to Bank a termination fee in an amount equal to Ten Two Hundred Twenty-Five Thousand Dollars ($10,000.00). The termination fee 225,000.00) (the "Early Termination Fee") ). The termination fee shall be due and payable on the effective date of termination and thereafter shall bear interest at a rate equal to the highest rate applicable to any of the Obligations. Notwithstanding the foregoing, Bank agrees to waive the Early Termination Fee if Bank agrees to refinance and redocument this Agreement under this or another division of Bank the Obligations (in its sole and exclusive discretion) or if a different credit facility with Bank replaces this credit facility or if this credit facility is transferred to another division of Bank prior to the last day of the Facility Period." " 9. The Loan Agreement shall be amended by deleting the following section appearing as Section 6.3(D)(ii6.3 (L) thereof and inserting in lieu thereof the followingthereof:

Early Termination of Agreement. This Agreement may be terminated prior to the last day of the Facility Period as follows: (i) by Borrower, effective three (3) Business Days after written notice of termination is given to Bank; or (ii) by Bank at any time after the occurrence of an Event of Default, without notice, effective immediately. If this Agreement is terminated prior to the Maturity Date: (A) by Bank in accordance with clause (ii) in the foregoing sentence or (B) by Borrower or by Bank on or before the last day of the Facility Periodfor any reason, Borrower shall pay to Bank a termination fee in an amount equal to Ten to: (a) Seventy Five Thousand Dollars ($10,000.0075,000.00). The , if such termination fee occurs on or before January 1, 2005, or (b) Fifty Thousand Dollars ($50,000.00), if such termination occurs after January 1, 2005 (the "Early Termination Fee") ). The Early Termination Fee shall be due and payable on the effective date of such termination and thereafter shall bear interest at a rate equal to the highest rate applicable to any of the Obligations. Notwithstanding the foregoing, Bank agrees to waive the Early Termination Fee if Bank agrees to refinance and redocument this Agreement under this or another division of the Bank (in its sole and exclusive discretion) prior to the last day of the Facility Period." " 7. The Loan AR Financing Agreement shall be amended by deleting the following text appearing in subsection (D) of Section 6.3(D)(ii) thereof and inserting in lieu thereof the following6.3 thereof, entitled "Affirmative Covenants":