Common use of Equipment Advances Clause in Contracts

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment Line. Each Equipment Advance shall not exceed 80% of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding Equipment Advances made based upon software exceed 10% of the Equipment Line. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on March 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premium. (iii) When Borrowers desire to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make advances (each an “Equipment Advances Advance” and, collectively, the “Equipment Advances”) to Borrowers Borrower in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Availability End Date. The aggregate outstanding amount at any time of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Maximum Equipment LineLine Availability. Each Equipment Advance shall not exceed 80100% of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance), excluding including taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding expense (collectively, “Soft Costs”); provided that the aggregate amount of Equipment Advances made based upon software for Soft Costs shall not exceed 1020% of the aggregate principal amount of Equipment LineAdvances. Borrower will be allowed an initial Equipment Advance for equipment purchased no earlier than June 1, 2011, subject to the aforementioned conditions. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on March 26May 15, 20082012, and continuing on the same day of each month thereafter through the Equipment Maturity DateApril 15, 2015, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) 2.3(f). shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 30 equal monthly installments of principal, plus all accrued interest, beginning on October 26November 15, 20082012, and continuing on the same day of each month thereafter through the Equipment Maturity DateApril 15, 2015, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c2.1(f) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Equipment Advances without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central time three Business Days before on the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. C . The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Facility B Equipment Advances to Borrowers Borrower in two tranches, Facility B Tranche A and Facility B Tranche B. Administrative Borrower may request Facility B Equipment Advances under Facility B Tranche A at any time from the date hereof through the Facility B Tranche A Availability End Date. Administrative Borrower may request Facility B Equipment Advances under Facility B Tranche B at any time from the day after the Facility B Tranche A Availability End Date through the Facility B Tranche B Availability End Date. The aggregate outstanding amount of Facility B Tranche A Equipment Advances and Facility B Tranche B Equipment Advances shall not exceed the Facility B Equipment Line. Each Facility B Equipment Advance shall not exceed 80% one hundred percent (100%) of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Facility B Equipment Advance), excluding tenant improvements, taxes, shipping, warranty charges, freight discounts and installation expenseexpense ("Soft Costs"). In no event shall outstanding Facility B Equipment Advances made based upon for Soft Costs and software shall not exceed 10% of the Equipment LineTwo Hundred Fifty Thousand Dollars ($250,000). (ii) Interest shall accrue from the date of each Facility B Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Facility B Equipment Advances that are outstanding under Facility B Tranche A on the Facility B Tranche A Availability End Date shall be payable in 36 thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on March 26December 30, 20082006, and continuing on the same day of each month thereafter until paid in full. Any Facility B Equipment Advances that are outstanding under Facility B Tranche B on the Facility B Tranche B Availability End Date shall be payable in thirty (30) equal Monthly installments of principal, plus all accrued interest, beginning on June 30, 2007 and continuing on the same day of each month thereafter through the Facility B Equipment Maturity Date, at which time all amounts due in connection with Facility B Tranche A B Equipment Advance Advances made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c2.1(f) and any other amounts due under this Agreement shall be immediately due and payable. Facility B Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Facility B Equipment Advances without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an a Facility B Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three (3) Business Days before the day on which the Facility B Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. B. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed." 4. Section 2.3 (a)(v) is hereby added to the Agreement as follows:

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make advances (each an "Equipment Advances Advance" and, collectively, the "Equipment Advances") under the Equipment Line to Borrowers Borrowers. The first Equipment Advance shall be used to refinance Priority's existing equipment leases, including buyout provisions, with various creditors (the "First Equipment Advance"). Each subsequent Equipment Advance shall be advanced in two tranches, Tranche A and Tranche B. Administrative Each Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Each Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Availability End Date. The Neither the amount of any individual Equipment Advance, nor the aggregate remaining outstanding principal balance of Equipment Advances shall exceed the Equipment Line and the aggregate amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment Line$1,000,000. Each Equipment Advance (other than the First Equipment Advance) shall not exceed 80% of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers the applicable Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance), excluding including taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding expense (collectively, "Soft Costs"); provided that (i) the aggregate amount of Equipment Advances (excluding the First Equipment Advance) made based upon software with respect to Soft Costs shall not exceed 10% $200,000, and (ii) the aggregate amount of Equipment Advances (excluding the First Equipment Advance) with respect to Soft Costs shall not exceed twenty percent (20%) of the aggregate principal amount of Equipment LineAdvances (excluding the First Equipment Advance). (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). The First Equipment Advance shall be payable in 30 equal installments of principal, plus all accrued interest, beginning on October 1, 2003, and continuing on the same day of each month thereafter until March 1, 2006, at which time all amounts due in connection with the First Equipment Advance shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 30 equal monthly installments of principal, plus all accrued interest, beginning on March 26April 1, 20082004, and continuing on the same day of each month thereafter through the Equipment Maturity Date, Date at which time all amounts due in connection with Tranche A Equipment Advance Advances made under this Section 2.1(c2.1A(b) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 24 equal monthly installments of principal, plus all accrued interest, beginning on October 261, 2008, 2004 and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c2.1A(b) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premium. (iii) When Borrowers desire a Borrower desires to obtain an Equipment Advance, Administrative such Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central time three Business Days before the day on which the Equipment Advance is to be madep.m (Pacific time). Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Bank agrees to shall make Equipment Advances to Borrowers Borrower in two tranchesan amount not to exceed the Committed Equipment Line in the following manner: (i) first in one advance to occur on the Closing Date (the "Equipment Line No. 1"), Tranche A and Tranche B. Administrative Borrower may request (ii) thereafter, in an aggregate amount equal to the Committed Equipment Advances under Tranche A Line, less the outstanding principal amounts advanced pursuant to Equipment Line No. 1, at any time from the date hereof Closing Date through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through (the Tranche B Availability End "Equipment Line No. 2"). To evidence the Equipment Advance or Equipment Advances, Borrower shall deliver to Bank, at the time of each Equipment Advance request, a copy of an invoice for the Eligible Equipment to be purchased or refinanced. Equipment Advance requests under Equipment Line No. 1 shall only be permitted to finance Eligible Equipment for which the Borrower provides to Bank an invoice dated 150 days or less before the Closing Date. Equipment Advance requests under Equipment Line No. 2 shall only be permitted to finance Eligible Equipment purchased on or after 180 days before the date of each Equipment Advance. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment Line. Each Equipment Advance shall not exceed 80100% of the invoice amount of equipment and software approved by Bank from time for the financed Eligible Equipment. Up to time (which Borrowers shall, in any case, have purchased within 90 days 20% of the date of the corresponding Equipment Advance)Advance may include soft costs, excluding such as transferable software licenses, leasehold improvements, sales taxes, shipping, warranty charges, freight discounts and installation expenseexpenses. In Borrower may make no event shall outstanding more than six (6) requests for an Equipment Advances made based upon software exceed 10% Advance. The first Equipment Advance must be in an amount in excess of $250,000. Each additional Equipment Advance after the Equipment Linefirst Advance must be in an amount in excess of $50,000. (iib) Interest shall accrue accrues from the date of each Equipment Advance at the rate specified in Section 2.3(a), 2.2(a) and shall be is payable in accordance with Section 2.3(c)monthly on the Payment Date of each month. Any Equipment Advances that are outstanding under Tranche A on the Tranche A Equipment Availability End Date shall be payable in 36 forty-two (42) equal monthly installments of principal, plus all accrued interest, beginning on March 26, 2008, the date of the Equipment Advance and continuing ending on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, repaid may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premium. (iiic) When Borrowers desire to To obtain an Equipment Advance, Administrative Borrower shall must notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than or telephone by 3:00 p.m. Central Pacific time three two Business Days before prior to the day on which date the Equipment Advance is to be made. Such notice shall be substantially in Borrower must promptly confirm the form of notification by delivering to Bank the Payment/Advance Form attached as Exhibit C. The notice shall B which must be signed by a Responsible Officer or its designee and include a copy of the invoice for the Equipment being financed. Bank shall credit Equipment Advances to Borrower's deposit account. Borrower can transfer the Equipment Advances from Borrower's account on the date the Bank makes the Equipment Advances, if the transfer is within regular business hours of the Bank. Bank may make Equipment Advances under this Agreement based on instructions from a Responsible Officer or his or her designee. Bank may rely on any Equipment telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Borrower shall indemnify Bank for any loss Bank suffers due to be financedBank's reliance.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers Borrower in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under On the Fifth Amendment Closing Date or as soon thereafter as is practical, Bank shall make one (1) Tranche A at any time from the date hereof through the Tranche A Availability End DateEquipment Advance to Borrower in an aggregate amount equal to Five Million Eight Hundred Fifty Thousand Dollars ($5,850,000). Administrative Borrower may request Equipment Advances under Tranche B at any time from during the Tranche A Availability End Date through the Tranche B Availability End DateDraw Period. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment Line. Each Tranche B Equipment Advance shall not exceed eighty percent (80% %) of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased purchased, within 90 days ninety (90) days, of the date of the corresponding Tranche B Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding Each Tranche B Equipment Advances made based upon software exceed 10% of Advance must be in an amount equal to at least One Hundred Fifty Thousand Dollars ($150,000) or such lesser amount that has not yet been drawn under the Equipment Line. The proceeds from the Tranche A Equipment Advance shall be used to (i) satisfy the Indebtedness owing to Bank as of the Fifth Amendment Closing Date and (ii) to finance the purchase of Equipment. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on March 26January 1, 20082015, and continuing on the same first (1st) day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with the Tranche A Equipment Advance made under this Section 2.1(c2.1(b) shall be immediately due and payable. Any Tranche B Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date made by Bank shall immediately amortize and be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, the first (1st) day of the month immediately following such Tranche B Equipment Advance and continuing on the same first (1st) day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with the Tranche B Equipment Advance Advances made under this Section 2.1(c2.1(b) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Except as set forth in the Pricing Addendum, Borrower may prepay any the Equipment Advances without penalty or premiumprior to the Equipment Maturity Date, provided that on the date of such prepayment Borrower shall, (i) prepay all but not less than all of the Equipment Advances and (ii) in connection with such prepayment, pay to the Bank the Prepayment Fee, if applicable. (iii) When Borrowers desire Borrower desires to obtain an a Tranche B Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three (3) Business Days before the day on which the Tranche B Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed. Bank shall be entitled to rely on any facsimile notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance.”

Equipment Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through October 14, 1998 (the Tranche A "Equipment Availability End Date. Administrative "), Bank agrees to make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Availability End Date. The in an aggregate outstanding amount not to exceed the Committed Equipment Line. To evidence the Equipment Advance or Equipment Advances, Borrower shall deliver to Bank, at the time of Tranche A each Equipment Advances and Tranche B Advance request, an invoice for the equipment to be purchased. The Equipment Advances shall not exceed be used only to purchase Equipment purchased on or after ninety (90) days prior to the Equipment Line. Each Equipment Advance date hereof and shall not exceed 80% one hundred percent (100%) of the invoice amount of such equipment and software approved by Bank from time to time (which Borrowers shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance)by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding Equipment Advances made based upon software exceed 10% of the Equipment Line. (iib) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable monthly for each month through the month in accordance with Section 2.3(c)which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding under Tranche A on the Tranche A Equipment Availability End Date shall will be payable in 36 twenty-four (24) equal monthly installments of principal, plus all accrued interest, beginning on March 26, 2008, and continuing on the same day Payment Date of each month thereafter through following the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing ending on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premium. (iiic) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three one (1) Business Days Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. B. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any the Equipment to be financed. (d) The Committed Equipment Line shall terminate on the Maturity Date, at which time all Equipment Advances under this Section 2.1.2 and any other sums due under this Agreement shall be immediately due and payable.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers Borrower in two four (4) tranches: Tranche A, Tranche A B, Tranche C and Tranche B. Administrative D. Borrower may request Equipment Advances under as follows: Tranche A A: at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B B: at any time from the first Business Day after the Tranche A Availability End Date through the Tranche B Availability End Date. Tranche C: at any time from the first Business Day after the Tranche B Availability End Date through the Tranche C Availability End Date. Tranche D: at any time from the first Business Day after the Tranche C Availability End Date through the Tranche D Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances, Tranche B Equipment Advances, Tranche C Equipment Advances and Tranche B D Equipment Advances shall not exceed the Equipment LineTen Million Dollars ($10,000,000). Each Equipment Advance shall not exceed 80% one hundred percent (100%) of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and installation expense. In At no event time shall outstanding the aggregate amount of Equipment Advances made based upon software used to finance Foreign Equipment exceed 10% Three Million Five Hundred Thousand Dollars ($3,500,000). Equipment Advances for Foreign Equipment may be requested and shall be made, subject to the terms and conditions hereof, no more frequently than quarterly following the Closing Date. Up to twenty percent (20%) of the aggregate amount of Equipment LineAdvances may be used for soft costs consisting of leasehold improvements, software licenses, or custom-designed hardware, acceptable to Bank. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Tranche A Equipment Advances used to purchase Foreign Equipment that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on March 26January 31, 20082006 and continuing on the last day of each month thereafter until paid in full. Any Equipment Advances used to finance Domestic Equipment that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in forty-eight (48) equal monthly installments of principal, plus all accrued interest, beginning on January 31, 2006, and continuing on the same last day of each month thereafter through the Equipment Maturity Date, at which time all amounts due until paid in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payablefull. Any Tranche B Equipment Advances used to purchase Foreign Equipment that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on April 30, 2006 and continuing on the last day of each month thereafter until paid in full. Any Equipment Advances used to finance Domestic Equipment that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in forty-eight (48) equal monthly installments of principal, plus all accrued interest, beginning on April 30, 2006, and continuing on the last day of each month thereafter until paid in full. Any Tranche C Equipment Advances used to purchase Foreign Equipment that are outstanding under Tranche C on the Tranche C Availability End Date shall be payable in thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on July 31, 2006 and continuing on the last day of each month thereafter until paid in full. Any Equipment Advances used to finance Domestic Equipment that are outstanding under Tranche C on the Tranche C Availability End Date shall be payable in forty-eight (48) equal monthly installments of principal, plus all accrued interest, beginning on July 31, 2006, and continuing on the last day of each month thereafter until paid in full. Any Tranche D Equipment Advances used to purchase Foreign Equipment that are outstanding under Tranche D on the Tranche D Availability End Date shall be payable in thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on October 2631, 20082006 and continuing on the last day of each month thereafter until paid in full. Any Equipment Advances used to finance Domestic Equipment that are outstanding under Tranche D on the Tranche D Availability End Date shall be payable in forty-eight (48) equal monthly installments of principal, plus all accrued interest, beginning on October 31, 2006, and continuing on the same last day of each month thereafter through the Equipment Maturity Date, Date at which time all amounts due in connection with Tranche B Equipment Advance Advances made under this Section 2.1(c2.1(b) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers . (iii) Borrower may prepay any Equipment Advances without penalty or premium. (iiiiv) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three (3) Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. B. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers Borrower in two four tranches, the Initial Lookback Tranche (“Initial Lookback Tranche”), Tranche A (“Tranche A”), Tranche B (“Tranche B”) and Tranche B. Administrative C (“Tranche C”). Borrower may request one Equipment Advance under the Initial Lookback Tranche on the date hereof or as soon thereafter as practical in a maximum amount not to exceed $100,000. Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the first Business Day after the Tranche A Availability End Date through the Tranche B Availability End Date. Borrower may request Equipment Advances under Tranche C at any time from the first Business Day after the Tranche B Availability End Date through the Tranche C Availability End Date. The aggregate outstanding amount of the Initial Lookback Advance, Tranche A Equipment Advances, Tranche B Equipment Advances and Tranche B C Equipment Advances shall not exceed the Equipment Line. Each Equipment Advance shall not exceed 80% one hundred percent (100%) of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased purchased: (A) no earlier than October 1, 2006 with respect to the Initial Lookback Advance or (B) within 90 days of the date of the corresponding Tranche A Equipment Advance, Tranche B Equipment Advance or Tranche C Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall The aggregate outstanding amount of Equipment Advances made based upon utilized for software purchases shall at no time exceed 10% fifteen percent (15%) of the aggregate outstanding amount of Equipment LineAdvances. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under the Initial Lookback Tranche shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on April 7, 2007, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 30 equal monthly installments of principal, plus all accrued interest, beginning on March 26July 7, 20082007, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on October 7, 2007 and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche C on the Tranche C Availability End Date shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on January 7, 2008 and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche A C Equipment Advance Advances made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c2.1(b) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Equipment Advances without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers in two tranchesan aggregate outstanding amount not to exceed the Equipment Line. Subject to and upon the terms and conditions of this Agreement, Tranche A and Tranche B. Administrative Borrower Borrowers may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End First Amendment Date through the Tranche B Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment LineFebruary 28, 2021. Each Equipment Advance shall not exceed 80% one hundred percent (100%) of the invoice amount of equipment capital equipment, including capitalized IT buildout expenses, and software tenant improvements approved by Bank from time to time (which Borrowers equipment, tenant improvements and expenses Borrower shall, in any case, have purchased or incurred within 90 ninety (90) days of the date of the corresponding Equipment Advance), in each case excluding taxes, shipping, warranty charges, freight freight, discounts and installation expense. In no event Bank shall outstanding have a right from time to time to conduct an appraisal of Borrower’s Equipment Advances made based upon software exceed 10% of the Equipment Lineat Borrower’s expense. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), the Pricing Addendum and shall be payable in accordance with Section 2.3(c)2.3(b) and on the terms set forth in the Pricing Addendum. Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date February 28, 2021 shall be payable in 36 thirty six (36) equal monthly installments of principal, plus all accrued interest, beginning on March 261, 2008, 2021 and continuing on the same day of each month thereafter through until February 1, 2024 (the “Equipment Maturity Date”), at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any the Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once Once repaid, Equipment Advances may not be reborrowed. Except as set forth in the Pricing Addendum, Borrowers may prepay any Equipment Advances without penalty or premium. Partial prepayments hereunder shall be applied to the installments hereunder in the inverse order of their maturities without reamortization of the repayment schedule for the remaining principal balance. (iii) When Borrowers desire to obtain an Equipment Advance, Administrative Borrower Borrowers shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three (3) Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially made in accordance with the form of Exhibit C. Pricing Addendum. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment capital equipment, capitalized IT buildout expenses and/or tenant improvements to be financed. 2.4 Section 4.5 (Lockbox). A new Section 4.5 is added to the Agreement to read as follows:

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make advances (each an “Equipment Advances Advance” and, collectively, the “Equipment Advances”) to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Advance Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment Line. And Bank may advance up to 30% of the aggregate amount of outstanding Equipment Advances as Software Equipment Advances; provided, however, that each Software Equipment Advance shall be in a minimum amount of $100,000. Each Equipment Advance shall not exceed 80100% of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased within 90 60 days of the date of the corresponding Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and discounts, installation expense. In no event shall outstanding Equipment Advances made based upon software exceed 10% of the Equipment Line, and other such soft costs. (ii) Interest shall accrue from At the date time of each Equipment Hardware Advance, the aggregate of the then outstanding principal balance of the Hardware Advances, if any, shall be added to the new Hardware Advance at and the rate specified in Section 2.3(a), and total aggregate balance of both shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A equal monthly installments, including all accrued interest thereon, on the Tranche A Availability End Date shall be payable in 36 equal monthly installments last day of principal, plus all accrued interest, beginning each month commencing on March 26, 2008, the first (1st) full calendar month following the initial advance and each such subsequent advance hereunder and continuing on the same last day of each succeeding month thereafter through until the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment the Hardware Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premium. (iii) Interest on each Software Equipment Advance shall begin to accrue on the funding date of the relevant Software Equipment Advance. Each Software Equipment Advance shall be payable in eighteen (18) equal monthly principal installments, plus all accrued interest, beginning on the date that is one month after such Software Equipment Advance is funded and continuing on the same day of each subsequent month thereafter (or on the last day of the month if the date of funding was on the 31st day of any month) through the date that is 18 months after such Software Equipment Advance funding date. (iv) Equipment Advances may not be prepaid. Any Equipment Advance or portion thereof, once repaid may not be reborrowed. (v) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three one Business Days Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers Borrower in two six tranches, Tranche A A, Tranche B, Tranche C, Tranche D, Tranche E and Tranche B. Administrative F. Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the first Business Day following the Tranche A Availability End Date through the Tranche B Availability End Date. Borrower may request Equipment Advances under Tranche C at any time from the first Business Day following the Tranche B Availability End Date through the Tranche C Availability End Date. Borrower may request Equipment Advances under Tranche D at any time from the first Business Day following the Tranche C Availability End Date through the Tranche D Availability End Date. Borrower may request Equipment Advances under Tranche E at any time from the first Business Day following the Tranche D Availability End Date through the Tranche E Availability End Date. Borrower may request Equipment Advances under Tranche F at any time from the first Business Day following the Tranche E Availability End Date through the Tranche F Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances shall not exceed $4,000,000 and the aggregate outstanding amount of Equipment Advances under each of Tranche B, Tranche C, Tranche D, Tranche E and Tranche B F shall not exceed $2,000,000 per Tranche. The aggregate outstanding amount of all Equipment Advances shall not at no time exceed the Equipment LineLine and each Equipment Advance shall be in a minimum amount of $150,000. Each Equipment Advance shall not exceed 80100% of the invoice amount of new equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased (a) within 90 days of the date of the corresponding Equipment Advance, (b) between October 31, 2006 and March 19, 2007 (each, an “Initial Look Back Equipment Advance”) or (c) between March 20, 2007 and the Closing Date (each, a “Second Look Back Equipment Advance”); provided, that the aggregate amount of (i) the Initial Look Back Equipment Advances shall not exceed $1,600,000 at any time and (ii) the Second Look Back Equipment Advances shall not exceed $2,000,000 at any time), excluding taxes, shipping, warranty charges, freight discounts discounts, installation expense and installation expenseother soft costs. In no event shall outstanding Notwithstanding the foregoing, the aggregate maximum amount of Equipment Advances made based upon used for software purchases and related installation fees shall not exceed 10% of the Equipment Line$3,000,000 at any time. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on March 26April 20, 2008, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on July 20, 2008, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche C on the Tranche C Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on October 20, 2008, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche D on the Tranche D Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on January 20, 2009, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche E on the Tranche E Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on April 20, 2009, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche F on the Tranche F Availability End Date shall be payable in thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on July 20, 2009 and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any F Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Notwithstanding the foregoing, (a) the Initial Look Back Equipment Advances shall be payable in eighteen (18) equal monthly installments of principal, plus all accrued interest, beginning on January 20, 2008, and continuing on the same day of each month thereafter until paid in full or through the Equipment Maturity Date, whichever is the first to occur and (b) the Second Look Back Equipment Advances shall be payable in twenty-four (24) equal monthly installments of principal, plus all accrued interest, beginning on January 20, 2008, and continuing on the same day of each month thereafter until paid in full or through the Equipment Maturity Date, whichever is the first to occur. Equipment Advances, once repaid, may not be reborrowed. Borrowers Except as otherwise provided in the LIBOR Addendum, Borrower may prepay any Equipment Advances without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. C and the amount requested by Borrower shall be no less than $150,000. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financedfinanced and any other documentation reasonably requested by Bank.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through the Tranche A Availability End Date and the Tranche B Availability End Date, as applicable, Bank agrees to make Equipment Advances to Borrowers Borrower in two tranches, Tranche A and Tranche B. Administrative B (each an “Equipment Advance” and collectively, the “Equipment Advances”). Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the earlier to occur of (a) the Tranche A Availability End DateDate and (b) the termination of Bank’s obligation to advance money pursuant to Section 9.1(b). Administrative Borrower may request Equipment Advances under Tranche B at any time from the day following the Tranche A Availability End Date through the earlier to occur of (a) the Tranche B Availability End DateDate and (b) the termination of Bank’s obligation to advance money pursuant to Section 9.1(b). The aggregate outstanding principal amount of Tranche A Equipment Advances and Tranche B Equipment Advances Advances, shall not at any time exceed the maximum principal amount of the Committed Equipment Line. Each Equipment Advance shall not exceed 80100% of the invoice invoiced amount of equipment new Equipment and software approved by Bank from time to time (which Borrowers shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance)time, excluding taxes, shipping, warranty charges, freight discounts and installation expenseexpense (“Permitted Equipment”), which Permitted Equipment Borrower shall have purchased within 90 days prior to the date of the corresponding Equipment Advance. In no event shall outstanding The aggregate amount of all Equipment Advances made based upon software exceed 10% allocated to the financing of the Equipment Linesoftware, taxes, shipping, warranty charges, freight discounts and installation expenses (“Software Advances”) shall be limited to $500,000. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable monthly in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A arrears commencing on the Tranche A Availability End Date shall be payable in 36 equal monthly installments 30th(1) day of principal, plus all accrued interest, beginning on March 26, 2008, the month immediately following such Equipment Advance and continuing on the same like day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premiumthereafter. (iii) When Borrowers desire to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower. Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Closing Date through the Tranche B Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment LineLoan. Each Equipment Advance shall not exceed 80100% of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and installation expense. In Notwithstanding the foregoing, on the Closing Date, Borrower may request a single Equipment Advance to finance Equipment purchased no event shall outstanding Equipment Advances made based upon software exceed 10% of the Equipment Lineearlier than October 27, 2009. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), ) and prior to the Availability End Date shall be payable in accordance with Section 2.3(c)monthly beginning on the last date of the month next following the initial Equipment Advance, and continuing on the same day of each month thereafter. Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 30 equal monthly installments of principal, plus all accrued interest, beginning on March 26October 31, 2008, 2009 and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Equipment Advances without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Eastern time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (ia) Subject to and upon Through November 16, 1999 (the terms and conditions of this Agreement, Bank agrees to make "Equipment Advances to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request "), Bank will make advances ("Equipment Advances under Tranche B at any time from Advance" and, collectively, "Equipment Advances") not exceeding the Tranche A Availability End Date through the Tranche B Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Committed Equipment Line. Each The Equipment Advance shall Advances may only be used to finance computer and office Equipment purchased since June 1, 1998 and may not exceed 80100% of the equipment invoice amount of equipment and software approved by Bank from time to time (which Borrowers shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance), excluding taxes, . shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding Equipment Advances made based upon software exceed 10expense Software, licenses leasehold improvements and other soft costs may constitute up to 40% of the aggregate Equipment Line.Advances (iib) Interest shall accrue accrues from the date of each Equipment Advance at the rate specified in Section 2.3(a)) and is payable monthly until the Equipment Availability End Date occurs. At Borrowers option at any time prior to the Equipment Availability End Date the outstanding Equipment Advances equal $200.000 or more, the outstanding Equipment Advances may be termed out and shall be payable in accordance with Section 2.3(c36 even monthly installments of principal plus interest beginning the 16th day of the month following such term-out and all subsequent payments of principal plus interest are due on the same day of each month thereafter (each an "Early Term-Out"). Any The final payment for the Early Term-Out, due the 16th day of the 36th month following the Early Term-Out, will be for all outstanding principal plus accrued interest Equipment Advances that are outstanding under Tranche A on the Tranche A Equipment Availability End Date shall be are payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on March 26, 2008, and continuing on the same 16th day of each month thereafter through following the Equipment Availability End Date and ending on November 16, 2002 (the "Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c") shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, when repaid may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premium. (iiic) When Borrowers desire to To obtain an Equipment Advance, Administrative Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three 1 Business Days Day before the day on which the Equipment Advance is to be made. Such The notice shall be substantially in the form of Exhibit C. The notice shall B (Payment/Advance Form) must be signed by a Responsible Officer or its designee and include a copy of the invoice for any the Equipment to be being financed.

Equipment Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through May 24, 1998 (the Tranche A "Equipment Availability End Date. Administrative Borrower may request "), Bank agrees to make advances (each an "Equipment Advances under Tranche B at any time from Advance" and collectively, the Tranche A Availability End Date through the Tranche B Availability End Date. The "Equipment Advances") to Borrowers in an aggregate outstanding amount of Tranche A not to exceed the Committed Equipment Line. The Equipment Advances shall be used only to purchase or refinance Equipment or manufacture excimer laser systems held for lease by Spectranetics to third parties ("Laser Inventory"). The initial Equipment Advance shall equal $1,100,000. To evidence subsequent Equipment Advances, Borrowers shall deliver to Bank, at the time of each such subsequent Equipment Advance request, an invoice for the Equipment to be purchased or, in the case of Laser Inventory, sufficient and Tranche B adequate evidence of the cost of such Laser Inventory. The request for such subsequent Equipment Advances shall not exceed the Equipment Line. Each Equipment Advance shall not exceed 80% One Hundred Percent (100%) of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers shallsuch Equipment or cost of such Laser Inventory, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance), each case excluding taxes, shipping, warranty charges, freight discounts and installation expense. In At no event shall time may Equipment Advances attributable to Laser Inventory exceed 50% of the aggregate outstanding amount of Equipment Advances made based upon software exceed 10% to Borrowers. Each Equipment Advance must be in a minimum amount of the Equipment LineTwo Hundred Thousand Dollars ($200,000). (iib) Interest shall accrue from the date of each Equipment Advance at a per annum rate equal to three quarters (.75) of a percentage point above the rate specified in Section 2.3(a)Prime Rate, and shall be payable monthly for each month through the month in accordance with Section 2.3(c)which the Equipment Availability End Date falls. Any Equipment Advances that are outstanding under Tranche A on the Tranche A Equipment Availability End Date shall will be payable in 36 thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on March 26, 2008, and continuing on the same day Payment Date of each month thereafter through following the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing ending on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premium. (iiic) When Borrowers desire to obtain an Equipment Advance, Administrative Borrower Borrowers shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three one (1) Business Days Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. B. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any the Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make advances (each an "Equipment Advances Advance" and, collectively, the "Equipment Advances") to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Advance Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment Line. And Bank may advance up to 30% of the aggregate amount of outstanding Equipment Advances as Software Equipment Advances; provided, however, that each Software Equipment Advance shall be in a minimum amount of $100,000. Each Equipment Advance shall not exceed 80100% of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased within 90 60 days of the date of the corresponding Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and discounts, installation expense. In no event shall outstanding Equipment Advances made based upon software exceed 10% of the Equipment Line, and other such soft costs. (ii) Interest shall accrue from At the date time of each Equipment Hardware Advance, the aggregate of the then outstanding principal balance of the Hardware Advances, if any, shall be added to the new Hardware Advance at and the rate specified in Section 2.3(a), and total aggregate balance of both shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A equal monthly installments, including all accrued interest thereon, on the Tranche A Availability End Date shall be payable in 36 equal monthly installments last day of principal, plus all accrued interest, beginning each month commencing on March 26, 2008, the first (1st) full calendar month following the initial advance and each such subsequent advance hereunder and continuing on the same last day of each succeeding month thereafter through until the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment the Hardware Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premium. (iii) Interest on each Software Equipment Advance shall begin to accrue on the funding date of the relevant Software Equipment Advance. Each Software Equipment Advance shall be payable in eighteen (18) equal monthly principal installments, plus all accrued interest, beginning on the date that is one month after such Software Equipment Advance is funded and continuing on the same day of each subsequent month thereafter (or on the last day of the month if the date of funding was on the 31st day of any month) through the date that is 18 months after such Software Equipment Advance funding date. (iv) Equipment Advances may not be prepaid. Any Equipment Advance or portion thereof, once repaid may not be reborrowed. (v) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three one Business Days Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (ia) Subject to and upon the terms and conditions of this Agreement, at any time from the date hereof through October 30, 1998 (the "FIRST EQUIPMENT AVAILABILITY END DATE"), Bank agrees to make advances (each an "EQUIPMENT ADVANCE" and collectively, the "EQUIPMENT ADVANCES") to Borrowers in an aggregate outstanding amount not to exceed the Committed Equipment Line. The period commencing on the date of this Agreement through the First Equipment Availability End Date is hereinafter called the "FIRST EQUIPMENT DRAW-DOWN PERIOD". Subject to and upon the terms and conditions of this Agreement, at any time after the First Equipment Availability End Date through April 29, 1999 (the "SECOND AVAILABILITY END DATE"), Bank agrees to make Equipment Advances to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower may request an aggregate amount not to exceed the Committed Equipment less the ---- principal amount of all Equipment Advances under Tranche A at any time from made by Bank to Borrowers during the First Equipment Draw-Down Period. The period commencing on the date hereof through after the Tranche A Availability End Date. Administrative Borrower may request First Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Second Equipment Availability End Date is hereinafter called the "SECOND EQUIPMENT DRAW-DOWN PERIOD". The First Equipment Draw-Down Period and the Second Equipment Draw-Down Period are hereinafter collectively called the "DRAW-DOWN PERIODS". (b) To evidence the Equipment Advance or Equipment Advances during any Equipment Draw-Down Period, Borrowers shall deliver to Bank, at the time of each Equipment Advance request, an invoice for the Equipment to be purchased or refinanced and a certificate from the Responsible Officer certifying where such Equipment is or will be located. The Equipment Advances made during any Draw- Down Period shall be used only to purchase Equipment (or refinance the purchase of Equipment purchased by any Borrower on or after June 1, 1997 through the Second Equipment Availability End Date). The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment Line. Each Equipment Advance shall not exceed 80% one hundred percent (100%) of the invoice amount of equipment and software such Equipment approved by Bank from time to time (which Borrowers shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance)by Bank, excluding taxes, shipping, warranty charges, freight discounts shipping and installation expense. In no event shall outstanding Equipment Advances expense on purchases made based upon software exceed 10% from June 1, 1997 through the end of the applicable Equipment LineDraw-Down Period. Software may, however, constitute up to twenty-five percent (25%) of aggregate Equipment Advances. (iic) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a)per annum of one-half percent (.5%) above the Prime Rate. For Equipment Advances made during the First Equipment Draw-Down Period, and interest shall be payable monthly for each month through the month in accordance with Section 2.3(c)which the First Equipment Availability End Date falls. For Equipment Advances made during the Second Equipment Draw-Down Period, interest shall be payable monthly for each month through the month in which the Second Equipment Availability End Date falls. (d) Any Equipment Advances made during the First Equipment Draw-Down Period that are outstanding under Tranche A on the Tranche A First Equipment Availability End Date shall will be payable in 36 thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on March 26, 2008, and continuing on the same day Payment Date of each month thereafter through following the First Equipment Availability End Date and ending on the Equipment Loan Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c. (e) shall be immediately due and payable. Any Equipment Advances made during the Second Equipment Draw-Down Period that are outstanding under Tranche B on the Tranche B Second Equipment Availability End Date shall will be payable in 36 thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day Payment Date of each month thereafter through following the Second Equipment Availability End Date and ending on the Equipment Loan Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c. (f) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premium. (iiig) When Borrowers desire to obtain an Equipment Advance, Administrative Borrower Borrowers shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central noon Atlanta, Georgia time three one (1) Business Days Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. B. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any the Equipment to be financedfinanced and a certificate from a Responsible Officer certifying where such Equipment is or will be located.

Equipment Advances. (ia) Subject to and upon Through March 31, 2004 (the terms and conditions of this Agreement, Bank agrees to make “Equipment Advances to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower ”), Bank will make advances (“Equipment Advance” and, collectively, “Equipment Advances”) not exceeding the Committed Equipment Line. (b) No Equipment Advance may request be based on or relate to items of equipment and related property purchased more than 30 days prior to the making of such Equipment Advances under Tranche B at any time from Advance, other than for the Tranche A Availability End Date first Equipment Advance hereunder (as long as such Equipment Advance is made substantially concurrently herewith), for which such period may be extended back to purchases of eligible items or invoices dated extending back to the period commencing on December 31, 2002 through the Tranche B Availability End Date. date of any such Equipment Advance. (c) The aggregate outstanding amount of Tranche A a New Equipment Advances and Tranche B Equipment Advances shall Advance may not exceed the Equipment Line. Each Equipment Advance shall not exceed 80100% of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance)invoices for such Eligible Equipment, excluding taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall . (d) Not more than 20% of the original amount of all outstanding Equipment Advances made from time to time may be based upon software exceed 10% of on or relate to Other Equipment. There shall be no more than one Equipment Advance per month and the Equipment Lineminimum amount thereof shall be $50,000. (iie) Interest shall accrue accrues from the date of each Equipment Advance at the rate specified in Section 2.3(a), 2.3(b) and shall be payable on the first day of the month following the making of such Equipment Advance and continuing until such Equipment Advance has been repaid in accordance with Section 2.3(c)full. Any With respect to principal repayment of Equipment Advances, all Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date made in a calendar quarter shall be aggregated together and such aggregated amount shall be payable in 36 thirty-six (36) equal monthly installments of principal, plus all accrued interest, principal beginning on March 26, 2008, the first day of the month following the end of such quarter and continuing on the same first day of each month of the succeeding thirty-five months thereafter through (such final installment payment date for such aggregated amount of Equipment Advances being referred to herein as the “Equipment Maturity Date” relating to such aggregated amount), at which time all amounts due in connection with Tranche A the understanding that on each Equipment Maturity Date the related Equipment Advance made under this Section 2.1(c) and all related Obligations shall be immediately due and payablerepaid in full. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, when repaid may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premium. (iiif) When Borrowers desire to To obtain an Equipment Advance, Administrative Borrower shall must notify Bank (which the notice shall be is irrevocable) by facsimile transmission to be received no later than 3:00 12:00 p.m. Central Pacific time three one (1) Business Days Day before the day on which the Equipment Advance is to be made. Such The notice shall be substantially in the form of Exhibit C. The notice shall B (Payment/Advance Form) must be signed by a Responsible Officer or its designee and include a copy of the invoice for any the Equipment to be being financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers Borrower in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment LineLoan. Each Equipment Advance shall not exceed 80100% of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance; provided, however, the initial Equipment Advance may be for equipment purchased by Borrower from January 1, 2008), excluding taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding Equipment Advances made based upon software exceed 10Unless otherwise agreed to by Bank, not more than 25% of the proceeds of the Equipment LineLine shall be used to finance software. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and prior to the Availability End Date for the applicable Tranche shall be payable in accordance with Section 2.3(c)monthly beginning on the thirtieth (30th) day of the month next following the initial Equipment Advance for such Tranche, and continuing on the same day of each month thereafter. Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 30 equal monthly installments of principal, plus all accrued interest, beginning on March 26May 30, 20082009, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 24 equal monthly installments of principal, plus all accrued interest, beginning on October 26November 30, 20082009, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Equipment Advances Advances, in whole or in part, from time to time, without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Eastern time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.and

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers Borrower in two tranchesfive Tranches, the Initial Lookback Tranche, Tranche A A, Tranche B, Tranche C, and Tranche B. Administrative D Borrower may request Equipment Advances under the Initial Lookback Tranche on the date hereof or as soon thereafter as practical. Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the first Business Day after the Tranche A Availability End Date through the Tranche B Availability End Date Borrower may request Equipment Advances under Tranche C at any time from the first Business Day after the Tranche B Availability End Date through the Tranche C Availability End Date. Borrower may request Equipment Advances under Tranche D at any time from the first Business Day after the Tranche C Availability End Date through the Tranche D Availability End Date. The aggregate outstanding amount of Initial Lookback Equipment Advances, Tranche A Equipment Advances, Tranche B Equipment Advances, Tranche C Equipment Advances and Tranche B D Equipment Advances shall not exceed the Equipment Line. Line Each Equipment Advance shall not exceed 80% one hundred percent (100%) of the invoice amount of equipment Equipment and software (including software licenses) that are: (A) listed on Exhibit E hereto with respect to Initial Lookback Equipment Advances; or (B) approved by Bank from time to time with respect to Tranche A Equipment Advances, Tranche B Equipment Advances, Tranche C Equipment Advances or Tranche D Equipment Advances (which Borrowers Borrower shall, in any case, have purchased purchased: (A) no earlier than March 1, 2004 with respect to Initial Lookback Equipment Advances or (B) within 90 120 days of the date of the corresponding Tranche A Equipment Advance, Tranche B Equipment Advance, Tranche C Equipment Advance or Tranche D Equipment Advance), excluding including taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding Equipment Advances made based upon software exceed 10% of the Equipment Line. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a2.3 (a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under the Initial Lookback Tranche shall be payable in twenty four (24) equal monthly installments of principal, plus all accrued interest, beginning on October 30, 2005, and continuing on the same day of each month thereafter until paid in full Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 thirty three (33) equal monthly installments of principal, plus all accrued interest, beginning on March 26January 30, 20082006, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due until paid in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payablefull. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on April 30, 2006, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding wider Tranche C on the Tranche C Availability End Date shall be payable in twenty seven (27) equal monthly installments of principal, plus all accrued interest, beginning on July 30, 2006, and continuing on the same day of each month thereafter until paid in full. Any Equipment Advances that are outstanding under Tranche D on the Tranche D Availability End Date shall be payable in twenty four (24) equal monthly installments of principal, plus all accrued interest, beginning on October 2630, 2008, 2006 and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Equipment Advances without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three (3) Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. B. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to shall make Equipment Advances to Borrowers Borrower in two tranches, Equipment Tranche A and Equipment Tranche B. Administrative Borrower may request Equipment Advances under Equipment Tranche A at any time from the date hereof through the Equipment Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Equipment Tranche B at any time from the Equipment Tranche A Availability End Date through the Equipment Tranche B Availability End Date. The aggregate outstanding amount of Equipment Tranche A Equipment Advances and Equipment Tranche B Equipment Advances shall not exceed the Equipment Line. Each Equipment Advance shall not exceed 80100% of the invoice amount of capital equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and installation expense. In Notwithstanding the foregoing or anything to the contrary contained herein, (i) in the initial Equipment Tranche A Advance, Bank will finance equipment and software approved by Bank that were purchased by Borrower within 180 days prior to the Closing Date, and (ii) no event shall outstanding Equipment Advances made based upon software exceed 10more than 50% of the proceeds of the Equipment LineLine shall be used to finance software or other soft costs. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Equipment Tranche A on the Equipment Tranche A Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on March 26January 1, 20082009, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Equipment Tranche A Equipment Advance made under this Section 2.1(c2.1(b) shall be immediately due and payable. Any Equipment Advances that are outstanding under Equipment Tranche B on the the 1. Equipment Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26July 1, 2008, 2009 and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Equipment Tranche B Equipment Advance Advances made under this Section 2.1(c2.1(b) and any other amounts due owing under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Equipment Advances without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers Borrower in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment Line. Each Equipment Advance shall not exceed 80% one hundred percent (100%) of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding Equipment Advances made based upon software for soft costs shall not exceed 10% of the Equipment LineForty Five Thousand Dollars ($45,000). (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a2.3 (a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on March 26December 09, 20082005, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due until paid in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payablefull. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 thirty (30) equal monthly installments of principal, plus all accrued interest, beginning on October 26June 09, 2008, 2006 and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance Advances made under this Section 2.1(c2.1(d) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Equipment Advances without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three (3) Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. B. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make advances (each an “Equipment Advances Advance” and, collectively, the “Equipment Advances”) to Borrowers Borrower in two tranches, Tranche A and Tranche B. Administrative Borrower may request a single Equipment Advances Advance under Tranche A at any time on the Equipment Line Commencement Date to finance equipment purchased from the date hereof September 1, 2002 through the Tranche A Availability End DateFebruary 28, 2003. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Equipment Line Commencement Date through the Tranche B Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment Line. Each The Tranche A Equipment Advance shall not exceed 80the aggregate invoice amount (excluding taxes, shipping, warranty charges, freight discounts and installation expense) of equipment purchased by Borrower between September 1, 2002 and February 28, 2003. Each Tranche B Equipment Advance shall not exceed 100% of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding Equipment Advances made based upon software exceed 10% of the Equipment Line. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Advance Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on March 26, 2008the Tranche A Payment Commencement Date, and continuing on the same day of each month thereafter through the Equipment Tranche A Maturity Date, at which time all amounts due in connection with the Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008the Tranche B Payment Commencement Date, and continuing on the same day of each month thereafter through the Equipment Tranche B Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance Advances made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Equipment Advances without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its his or her designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make advances (each an "Equipment Advances Advance" and, collectively, the "Equipment Advances") to Borrowers Borrower in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances and shall not exceed the Tranche A Equipment Line. The aggregate outstanding amount of Tranche B Equipment Advances shall not exceed the Tranche B Equipment Line. Each Equipment Advance shall not exceed 80100% of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers shall, in any case, have purchased within 90 days time. Each Equipment Advance may include up to 10% of the date of the corresponding Equipment Advance), excluding aggregate invoice amount for taxes, shipping, warranty charges, freight discounts and installation expenseexpense relating to the applicable equipment. In no event Borrower shall outstanding have purchased the equipment and software financed by any Equipment Advances made based upon software exceed 10% Advance within 90 days of the such Equipment LineAdvance. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 30 equal monthly installments of principal, plus all accrued interest, beginning on March 26, 2008the first day of the first month after the Tranche A Availability End Date, and continuing on the same day of each month thereafter through the Equipment Tranche A Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 30 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, the first day of the first month after the Tranche B Availability End Date and continuing on the same day of each month thereafter through the Equipment Tranche B Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Equipment Advances without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through August 5, 1999 (the Tranche A "Equipment Availability End Date One"), Borrower may from time to time request advances (each together with the advances described in subsection (b) below, an "Equipment Advance" and collectively, the "Equipment Advances") to Borrower in an aggregate outstanding amount not to exceed the Committed Equipment Line. Amounts borrowed pursuant to this Section 2.1.2(a) may not be readvanced. All Equipment Advances made prior to the Equipment Availability End Date One shall be evidenced by an Equipment Term Note ("Equipment Term Note No. 1") to be executed and delivered by the Borrower to Bank on the Closing Date. Administrative All Equipment Advances made prior to the Equipment Availability End Date One shall be repaid in accordance with the terms of Equipment Term Note No. 1. (b) At any time after August 5, 1999 through February 5, 2000 (the "Equipment Availability End Date Two"), Borrower may from time to time request Equipment Advances from Bank in an aggregate amount not to exceed the Committed Equipment Line less Equipment Advances made under Tranche B at any time from 2.1.2(a) hereof. Amounts borrowed pursuant to this Section 2.1.2(b) may not be readvanced. All Equipment Advances made after the Tranche A Equipment Availability End Date through One, but prior to the Tranche B Equipment Availability End Date Two shall be evidenced by an Equipment Term Note ("Equipment Term Note No. 2") to be executed and delivered by Borrower to Bank on the Closing Date. The aggregate outstanding amount of Tranche A All Equipment Advances and Tranche B made after the Equipment Availability End Date One, but prior to the Equipment Availability End Date Two shall be repaid in accordance with the terms of Equipment Term Note No. 2. (c) To evidence the Equipment Advance or Equipment Advances, Borrower shall deliver to Bank, at the time of each Equipment Advance request, an invoice for the Equipment to be purchased. The Equipment Advances shall not exceed the be used only to purchase Equipment Line. Each Equipment Advance purchased on or after November 1, 1998 and shall not exceed 80% One Hundred Percent (100%) of the invoice amount of such equipment and software approved by Bank from time to time (which Borrowers shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance)by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. In Software may, however, constitute up to twenty-five percent (25%) of aggregate Equipment Advances. At no event time shall outstanding Bank make any Equipment Advances made based upon software if after giving effect to such request the aggregate amount then outstanding would exceed 10% of the Committed Equipment Line. (iid) Interest shall accrue from the date of each Equipment Advance at the rate specified as set forth in Section 2.3(a), the Equipment Term Notes and shall be payable monthly in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on March 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premiumTerm Notes. (iii) When Borrowers desire to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers Borrower in two three tranches, the Initial Equipment Advance as defined herein, Tranche A and Tranche B. Administrative Borrower may request an Equipment Advance at any time prior to March 15, 2007 (the “Initial Equipment Advance”). Borrower may request Tranche A Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Tranche B Equipment Advances under Tranche B at any time from the day after the Tranche A Availability End Date through the Tranche B Availability End Date. The aggregate outstanding amount of the Initial Equipment Advance, Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment Line. Each The Initial Equipment Advance shall not exceed 80100% of the invoice amount of equipment and software purchased from June 1, 2006 through December 31, 2006. Each Tranche A Equipment Advance and Tranche B Equipment Advance shall not exceed 100% of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding Equipment Advances made based upon software exceed 10; provided however, that up to 15% of the Initial Equipment LineAdvance and the Equipment Advances may be used to finance software and other soft costs. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A the Initial Equipment Advance on the Tranche A Availability End Closing Date shall be payable in 36 48 equal monthly installments of principal, plus all accrued interest, beginning on March 2628, 20082007. Any Equipment Advances that are outstanding on the Tranche A Availability End Date shall be payable in 42 equal monthly installments of principal, plus all accrued interest, beginning on September 28, 2007, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26March 28, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due owing under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Equipment Advances without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed. 4. Section 2.3(a)(iii) of the Agreement is amended in its entirety to read as follows:

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers Borrower in two tranches, Tranche A and Tranche B. Administrative Borrower may request On the Closing Date, Bank agrees to make an Equipment Advances Advance under Tranche A at any time from the date hereof through the Tranche A Availability End Dateto Borrower. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Closing Date through the Tranche B Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment LineLoan. The Equipment Loan shall be evidenced by the Equipment Note, under which advances may be made from time to time. Each Equipment Advance shall not exceed 80100% of the invoice (as reviewed by Bank) amount of printing equipment used in Borrower’s customary operations (including deposits and software approved by Bank from time to time down payments) (which Borrowers Borrower shall, in any case, have purchased (or incurred deposits or down payments for such purchases) within 90 days of the date of the corresponding Equipment Advance, except for Equipment Advances under Tranche A in which case the equipment shall have been purchased (or such deposits or down payments incurred) after June 30, 2004), excluding taxes, shipping, warranty charges, insurance, freight discounts and discounts, installation expense. In no event , training, and other soft costs, and shall outstanding Equipment Advances made based upon software exceed 10% be evidenced by accompanying invoices delivered to Bank within 90 days of the Equipment Linepurchase. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a2.2(a), and shall be payable in accordance with Section 2.3(c2.2(c). Installments of interest are calculated at an assumed amortization term. The Equipment Advances shall be interest only until November 1, 2005. Thereafter, interest and principal payments shall amortize over a period of seven and one half (7.5) years. Any Equipment Advances that are under the Equipment Loan outstanding under Tranche A on the Closing Date and Tranche A B on the Tranche B Availability End Date shall be payable in 36 48 equal monthly installments of principal, plus all accrued interest, beginning on March 26November 1, 20082005, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) Loan and any other amounts due under this Agreement and outstanding at the time shall be immediately due and payable. Advances under the Equipment AdvancesLoan, once repaid, may not be reborrowed. Borrowers Borrower may prepay all or part of the Equipment Line accruing interest at the Prime Rate at any Equipment Advances time without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Eastern time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice or invoices for any Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make advances (each an "Equipment Advances Advance" and, collectively, the "Equipment Advances") to Borrowers Borrower in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Availability End Date. The aggregate outstanding amount at any time of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Maximum Equipment LineLine Availability. Each Equipment Advance shall not exceed 80100% of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance; provided that the first Equipment Advance may finance equipment and software purchased by Borrower no earlier than July 1, 2004, so long as the amount advanced with respect to such equipment shall not exceed $225,000), excluding including taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding expense (collectively, "Soft Costs"); provided that the aggregate amount of Equipment Advances made based upon software for Soft Costs shall not exceed 1020% of the aggregate principal amount of Equipment LineAdvances. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 30 equal monthly installments of principal, plus all accrued interest, beginning on March 26July ___, 20082005, and continuing on the same day of each month thereafter through the Equipment Maturity DateDecember ___, 2007, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 30 equal monthly installments of principal, plus all accrued interest, beginning on October 26January ___, 20082006, and continuing on the same day of each month thereafter through the Equipment Maturity DateJune ___, 2008, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Equipment Advances without penalty or premium. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three Business Days before on the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make advances (each an "Equipment Advances Advance" and collectively, the "Equipment Advances") to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A Borrower: (i) at any time from after the date hereof Closing Date through May 31, 1999 (the Tranche A "Equipment Availability End DateDate No. Administrative Borrower may request 1") in the aggregate outstanding amount not to exceed the Committed Equipment Advances under Tranche B Line No. 1(the "Equipment Line No. 1"), and (ii) at any time from after the Tranche A Equipment Availability End Date No. 1 through November 30, 1999 (the Tranche B "Equipment Availability End DateDate No. 2"). To evidence the Equipment Advances, Borrower shall deliver to Bank, at the time of each Equipment Advance request, an invoice for the equipment to be financed. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the be used only to finance Equipment Line. Each Equipment Advance purchased after June 30, 1998 and shall not exceed 80% One Hundred Percent (100%) of the invoice amount of such equipment and software approved by Bank from time to time (which Borrowers shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance)by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding Equipment Advances made based upon software exceed 10% of the Equipment LineBorrower may prepay any scheduled payment hereunder without penalty. (iib) Interest shall accrue from the date of each Equipment Advance at the per annum rate specified in Section 2.3(aequal to the aggregate of the Prime Rate, PLUS Three Quarters of One Percent (0.75%), and shall be payable in accordance with Section 2.3(c)monthly on the Payment Date of each month. Any Equipment Advances made pursuant to the Equipment Line No. 1 that are outstanding under Tranche A on the Tranche A Equipment Availability End Date shall No. 1 will be payable in 36 Thirty-Six (36) equal monthly installments of principal, plus all accrued interest, beginning on March 26, 2008, the Payment Date of the month following Equipment Availability End Date No. 1 and continuing ending on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payableDate No. 1. Any Equipment Advances made pursuant to the Equipment Line No. 2 that are outstanding under Tranche B on the Tranche B Equipment Availability End Date shall No. 2 will be payable in 36 Thirty-Six (36) equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, the Payment Date of the month following Equipment Availability End Date No. 2 and continuing ending on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premiumDate No. (iii) When Borrowers desire to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central time three Business Days before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make advances (each an “Equipment Advances Advance” and, collectively, the “Equipment Advances”) to Borrowers Borrower in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof through the Tranche A Availability End Date. Administrative Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Availability End Date. The aggregate outstanding amount at any time of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Maximum Equipment LineLine Availability. Each Equipment Advance shall not exceed 80100% of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers Borrower shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding Equipment Advances made based upon software exceed 10% of the Equipment Line. (ii) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c). Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall be payable in 36 30 equal monthly installments of principal, plus all accrued interest, beginning on March 26October 15, 20082014, and continuing on the same day of each month thereafter through the Equipment Maturity DateMarch 15, 2017, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c2.1(f) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 30 equal monthly installments of principal, plus all accrued interest, beginning on October 26April 15, 20082015, and continuing on the same day of each month thereafter through the Equipment Maturity DateSeptember 15, 2017, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c2.1(f) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Equipment Advances Advances, in whole or in part, without penalty or premium. Partial prepayments hereunder shall be applied to the installments hereunder in the inverse order of their maturities without reamortization of the repayment schedule for the remaining principal balance. (iii) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile or electronic mail transmission to be received no later than 3:00 p.m. Central time three Business Days before on the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.

Equipment Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at At any time from the date hereof through December 31, 1996 (the Tranche A "Equipment Availability End Date. Administrative "), Borrower may from time to time request advances (each an "Equipment Advance" and collectively, the "Equipment Advances") from Bank in an aggregate amount not to exceed the Committed Equipment Line. Amounts borrowed pursuant to this Section 2.2 may not be readvanced. (b) Equipment Advances under shall be made in one of two tranches. All Equipment Advances made prior to June 30, 1996 (the "Tranche B One End Date") shall be evidenced by an Equipment Term Note ("Equipment Term Note No. 1") to be executed and delivered by Borrower to Bank at any the time from of the first Equipment Advance prior to the Tranche A One End Date. All Equipment Advances made prior to the Tranche 1. All Equipment Advances made after the Tranche One End Date, but prior to the Equipment Availability End Date through shall be evidenced by an Equipment Term Note ("Equipment Term Note No. 2") to be executed by Borrower and delivered to Bank at the time of the first Equipment Advance after the Tranche B One End Date. All Equipment Advances made after the Tranche One End Date shall be governed by and repaid in accordance with the terms of the Equipment Term Note No. (c) Borrower shall deliver to Bank at the time of each Equipment Advance an invoice for the equipment to be purchased or for any equipment previously purchased by Borrower for which a borrowing under this Agreement is permitted and has not been made. With respect to advances on Equipment Term Note No. 1, Bank will only finance equipment purchased prior to the Tranche One End Date, but on or after November 30, 1995. With respect to advances on Equipment Term Note No. 2, Bank will only finance equipment purchased after the Tranche One End Date and on or before the Equipment Availability End Date. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the Equipment Line. Each Equipment Advance be used by Borrower only to purchase equipment and shall not exceed 80% ninety percent (90%) of the invoice amount of such equipment and software approved by Bank from time to time (which Borrowers shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance)by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. In At no event time shall outstanding Bank make any Equipment Advances made based upon software if after giving effect to such request the aggregate account then outstanding would exceed 10% of the Equipment LineCommitted Revolving Line or the Borrowing Base, whichever is less. (iid) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), each of the Equipment Term Notes and shall be payable in accordance with Section 2.3(c)monthly as provided therein. Any Equipment Advances that are outstanding under Tranche A the Equipment Term Note No. 1 on the Tranche A Availability One End Date shall will be payable in 36 thirty-six (36) equal consecutive monthly installments of principal, plus all accrued interest, beginning on March 26, 2008, and continuing on the same day Payment Date of each month following the Tranche One End Date and thereafter through the Equipment Maturity on each subsequent Payment Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B the Equipment Term Note No. 2 on the Tranche B Equipment Availability End Date shall will be payable in 36 thirty-six (36) equal consecutive monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, the Payment Date of each month following the Equipment Availability End Date and continuing on the same day of each month thereafter through the Equipment Maturity subsequent Payment Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premium. (iiie) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 1:00 p.m. Central Washington, D.C. time three one (1) Business Days Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. B. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any the Equipment to be financed.

Equipment Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at At any time from the date hereof through MARCH 28, 1997 (the Tranche A "Equipment Availability End Date. Administrative "), Borrower may from time to time request advances (each an "Equipment Advances under Tranche Advance" and collectively, the "Equipment Advances") from Bank in an aggregate amount not to exceed the Committed Equipment Line. To evidence the Equipment Advance or Equipment Advances, Borrower shall deliver to Bank, at the time of each Equipment Advance request, a Payment/Advance Form in substantially the form of Exhibit B at any time from hereto accompanied by an invoice for the Tranche A Availability End Date through the Tranche B Availability End DateEquipment to be financed. The aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not exceed the be used only to finance Equipment Line. Each Equipment Advance purchased after OCTOBER 31, 1995 and shall not exceed 80% SEVENTY-FIVE Percent (75%) of the invoice amount of such equipment and software approved by Bank from time to time (which Borrowers shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance)by Bank, excluding taxes, shipping, warranty charges, freight discounts and installation expense. In no event shall outstanding . (b) Interest an Equipment Advances made based upon software exceed 10% of the Equipment Line. (ii) Interest prior to SEPTEMBER 29, 1996 shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c)monthly for each month through SEPTEMBER 1996. Any Equipment Advances that are outstanding under Tranche A on the Tranche A Availability End Date shall SEPTEMBER 29, 1996 will be payable in 36 THIRTY (30) equal monthly installments of principal, plus all accrued and unpaid interest, beginning on March 26, 2008, and continuing on the same day Payment Date of each month thereafter following SEPTEMBER 1996. (c) Interest on Equipment Advances made after SEPTEMBER 29, 1996 shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable monthly for each month through the Equipment Maturity Availability End Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances made after SEPTEMBER 29, 1996 that are outstanding under Tranche B on the Tranche B month in which the Equipment Availability End Date shall falls will be payable in 36 THIRTY (30) equal monthly installments of principal, plus all accrued and unpaid interest, beginning on October 26, 2008, and continuing on the same day Payment Date of each month thereafter through following the Equipment Maturity Availability End Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers may prepay any Equipment Advances without penalty or premium. (iiid) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three one (1) Business Days Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. B. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any the Equipment to be financed.

Equipment Advances. (ia) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make Equipment Advances to Borrowers in two tranches, Tranche A and Tranche B. Administrative Borrower may request Equipment Advances under Tranche A at any time from the date hereof of the Equity Event through the Tranche A date which is twelve months after the Equity Event (the "Second Equipment Availability End Date. Administrative "), Bank agrees to make advances (each an "Equipment Advance" and, collectively, the "Equipment Advances") to Borrower may request Equipment Advances under Tranche B at any time from the Tranche A Availability End Date through the Tranche B Availability End Date. The in an aggregate outstanding amount of Tranche A Equipment Advances and Tranche B Equipment Advances shall not to exceed the Equipment Line. Each Equipment Advance shall not exceed 80% one hundred percent (100%) of the invoice amount of equipment and software approved by Bank from time to time (which Borrowers shall, in any case, have purchased within 90 days of the date of the corresponding Equipment Advance)time, excluding taxes, shipping, warranty charges, freight discounts and installation expense. In no event Borrower shall outstanding Equipment Advances made based upon have purchased such equipment or software exceed 10% within 90 days of the date of the corresponding Equipment LineAdvance, provided that on or within a week of the Closing Date, Bank agrees to make a one-time initial Equipment Advance to finance equipment and software which Borrower purchased no more than 180 days before the Closing Date. (iib) Interest shall accrue from the date of each Equipment Advance at the rate specified in Section 2.3(a), and shall be payable in accordance with Section 2.3(c)monthly on the twenty-eighth (28th) day of each month through the Second Equipment Availability Date. Any Equipment Advances that are outstanding under Tranche A on the Tranche A date that is six months after the Equity Event (the "First Equipment Availability End Date Date") shall be payable in 36 thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning on March 26the twenty-eighth day of the month following the First Equipment Availability Date, 2008and continuing on the same day of each month thereafter through the date which is forty-two (42) months after the Equity Event. Any Equipment Advances that are outstanding on the Second Equipment Availability Date which were not outstanding on the First Equipment Availability Date shall be payable in thirty-six (36) equal monthly installments of principal, plus all accrued interest, beginning, on the twenty-eighth day of the month following the Second Equipment Availability Date, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche A Equipment Advance made under this Section 2.1(c) shall be immediately due and payable. Any Equipment Advances that are outstanding under Tranche B on the Tranche B Availability End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 26, 2008, and continuing on the same day of each month thereafter through the Equipment Maturity Date, at which time all amounts due in connection with Tranche B Equipment Advance made under this Section 2.1(c) 2.1.4 and any other amounts due under this Agreement shall be immediately due and payable. Equipment Advances, once repaid, may not be reborrowed. Borrowers Borrower may prepay any Equipment Advances without penalty or premium. (iiic) When Borrowers desire Borrower desires to obtain an Equipment Advance, Administrative Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:00 p.m. Central Pacific time three one (1) Business Days Day before the day on which the Equipment Advance is to be made. Such notice shall be substantially in the form of Exhibit C. B. The notice shall be signed by a Responsible Officer or its designee and include a copy of the invoice for any Equipment to be financed.