Common use of Interest Fees and Expenses Clause in Contracts

Interest Fees and Expenses. 8.1 Prior to the LIBOR Trigger Date, interest on the outstanding principal balance of the Revolving Loans shall be payable monthly on the last day of each month and shall accrue at a rate per annum equal the Chase Bank Rate plus 1.00% on the average net principal balance of the Revolving Loans at the close of each day during such month, as reflected by the Revolving Loan Account. On and after the LIBOR Trigger Date, (i) interest on the outstanding principal balance of the Revolving Loans that are Chase Bank Rate Loans shall be payable monthly on the last day of each month and shall accrue at a rate per annum equal the Chase Bank Rate plus 1.00% on the average net principal balance of the Revolving Loans at the close of each day during such month, as reflected by the Revolving Loan Account and (ii) interest on the outstanding principal balance of the Revolving Loans that are LIBOR Loans shall be payable monthly on the last day of each month and shall accrue at a rate per annum equal to the applicable LIBOR plus 2.50% on the principal balance of each LIBOR Loan outstanding during such month, in each case as reflected by the Revolving Loan Account. All interest rates shall be calculated based on a 360-day year for actual days elapsed. If payment under this Financing Agreement becomes due and payable on a day that is not a Business Day, the due date of such payment is extended to the next succeeding Business Day and interest is payable on such payment during such extension at the rate specified in this Financing Agreement. 8.2 Upon the occurrence of an Event of Default, all Obligations shall, at the Agent's election at any time thereafter, bear interest at the Default Rate of Interest until such Event of Default is waived. (a) In consideration of the issuance of any Letter of Credit Guaranty by the Agent or other assistance of the Agent in obtaining Letters of Credit pursuant to Section 5 hereof, the Companies shall pay to the Agent, for the benefit of the Lenders, a Letter of Credit Guaranty Fee equal to two percent (2.00%) per annum on the undrawn face amount of each Letter of Credit. For each documentary Letter of Credit, the entire Letter of Credit Guaranty Fee shall be payable in advance, and for each standby Letter of Credit, the Letter of Credit Guaranty fee shall be payable monthly on the first day of each month. (b) Any and all charges, fees, commissions, costs and expenses charged to the Agent for the account of the Companies by an Issuing Bank in connection with, or arising out of, Letters of Credit or out of transactions relating thereto will be charged to the Revolving Loan Account in full when charged to, or paid by the Agent, or as may be due upon any termination of this Financing Agreement hereof. 8.4 The Companies shall reimburse or pay the Agent and the Lenders on demand for all Out-of-Pocket Expenses and all Documentation Fees. 8.5 On the last day of each month, commencing on July 31, 2001, the Companies shall pay to the Agent, for the benefit of the Lenders, the Line of Credit Fee. 8.6 To induce the Agent and the Lenders to enter into this Financing Agreement and to extend to the Companies the Revolving Line of Credit, the Company shall pay to the Agent, for the benefit of the Lenders, a loan facility fee in the amount of Three Hundred Seventy-Five Thousand Dollars ($375,000) (the "LOAN FACILITY FEE"), which shall be fully earned upon execution of this Financing Agreement by the Agent and the Company. Fifty percent (50%) of such Loan Facility Fee will be payable on the Closing Date with the remainder payable on December 30, 2001. 8.7 On the Closing Date and on each Anniversary of the Closing Date thereafter prior to termination of this Financing Agreement, the Company shall pay to the Agent, for its own account, the Administrative Management Fee, which shall be fully earned when paid. 8.8 The Company hereby authorizes the Agent to charge the Revolving Loan Account with the amount of all payments due by the Companies hereunder as such payments become due. Any amount charged to a Revolving Loan Account shall be detailed in the Agent's monthly account report to the Companies and be deemed a Chase Bank Loan hereunder and shall bear interest at the rate provided in Section 8.1 (or Section 8.3, if applicable) of this Financing Agreement. The Companies confirm that any charges which the Agent may make to a Revolving Loan Account as provided herein will be made as an accommodation to the Companies and solely at the Agent's discretion. (a) The Companies may elect to (i) use LIBOR as to any Revolving Loans, (ii) convert any Chase Bank Rate Loan to a new LIBOR Loan or (iii) continue any existing LIBOR Loan as a new LIBOR Loan on the last day of the Interest Period with respect to such existing LIBOR Loan, so long as (x) there exists no Default or Event of Default on the date on which such new LIBOR Loan is requested and on the first day of the Interest Period for such new LIBOR Loan, (y) the Companies request the new LIBOR Loan no later than three (3) Business Days preceding the first day of the Interest Period for such new LIBOR Loan (or three (3) Business Days prior to the expiration of any Interest Period, in the case of a continuation of an existing LIBOR Loan) and (z) the requested Interest Period for such LIBOR Loan is available in accordance with the provisions hereof. Any LIBOR election must be for at least One Million Dollars ($1,000,000) and if greater, in integral multiples of One Hundred Thousand Dollars ($100,000). There shall be no more than six (6) LIBOR Loans outstanding at one time. Elections for LIBOR Loans shall be irrevocable once made. Absent a timely election by the Companies to use LIBOR for any loan, such loan shall be made to the Companies as a Chase Bank Loan (and any existing LIBOR Loan automatically shall become a Chase Bank Loan at the end of the Interest Period with respect thereto). (b) Notwithstanding any other provision of this Financing Agreement to the contrary, so long as no Event of Default has occurred and remains outstanding, the Agent agrees to apply all Proceeds of Collateral, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties initially to Chase Bank Rate Loans and then to LIBOR Loans, PROVIDED that, (i) so long as no Event of Default has occurred and is continuing, the Agent will not apply Proceeds of Collateral, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties, to LIBOR Loans other than at the end of the Interest Period for such LIBOR Loans (unless such LIBOR Loan is continued pursuant to the terms of the Financing Agreement) and such Proceeds, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties, will be made available to the Companies so long as no other Obligations are due and payable and (ii) in the event the aggregate outstanding principal amount of LIBOR Loans exceeds Availability or any other applicable limit set forth herein, the Agent may apply all Proceeds of Collateral received by the Agent to the payment of the Obligations in such manner and in such order as the Agent may elect in its reasonable business judgment. In the event that any Proceeds of Collateral are applied to loans that are LIBOR Loans, such application shall be treated as a prepayment of such loans and the Lenders shall be entitled to indemnification hereunder. This indemnification shall survive the termination of this Financing Agreement and the repayment of the Obligations.

Interest Fees and Expenses. 8.1 Prior to the LIBOR Trigger Date, interest (a) Interest on the outstanding principal balance of the Revolving Loans shall be payable monthly on as of the last day end of each month and shall accrue at a rate per annum be an amount equal to (a) the applicable Chase Bank Rate Margin plus the Chase Bank Rate plus 1.00% Rate, per annum, on the average net principal balance of the Revolving net balances owing by the Company to CITBC in the Company's account at the close of each day during such month on balances other than Libor Loans and (b) the applicable Libor Margin plus the applicable Libor on each Libor Loan, on a per annum basis, on the average of the net balances owing by the Company to CITBC in the Company's account in respect of such Libor Loan at the close of each day during such month. In the event of any change in said Chase Bank Rate, the rate under clause (a) above shall change, as reflected by the Revolving Loan Account. On and after the LIBOR Trigger Date, (i) interest on the outstanding principal balance of the Revolving Loans that are Chase Bank Rate Loans shall be payable monthly on first of the last day of each month and shall accrue at a rate per annum following any change, so as to remain equal to the new Chase Bank Rate plus 1.00% the applicable Chase Bank Rate Margin. In addition, the rate applicable under clause (a) or (b) above shall change based upon any change of the applicable Chase Bank Rate Margin or the Libor Margin; provided that any such change in such a margin such be effective on the average net principal balance first Business Day of the Revolving Loans month following the month in which the Company shall have delivered, at least five (5) Business Days before the close end of each day during such the month, to CITBC the financial statements demonstrating the change in EBITDA giving rise to such change in the margin, and any change in the Libor Margin shall affect only Libor Loans not yet funded as reflected by the Revolving Loan Account and (ii) interest on the outstanding principal balance of the Revolving Loans that are LIBOR Loans shall be payable monthly on the last day of each month and shall accrue at a date. The rate per annum equal to the applicable LIBOR plus 2.50% on the principal balance of each LIBOR Loan outstanding during such month, in each case as reflected by the Revolving Loan Account. All interest rates hereunder shall be calculated based on a 360-day year for actual days elapsedyear. If payment under this Financing Agreement becomes due and payable on a day that is not a Business Day, CITBC shall be entitled to charge the due date of such payment is extended to the next succeeding Business Day and interest is payable on such payment during such extension Company's account at the rate specified provided for herein when due until all Obligations have been paid in this Financing Agreementfull. 8.2 Upon (b) During the occurrence continuance of an Event of Default, after the giving of any required notice by CITBC, and the satisfaction of any other applicable conditions, in accordance with the provisions of Section 10, Paragraph 2, clause ii) hereof, all Obligations shall, at the Agent's election at any time thereafter, shall bear interest at the Default Rate of Interest until such Event of Default is waivedInterest. (a) In consideration of the issuance of any Letter of Credit Guaranty by the Agent or other assistance of the Agent in obtaining Letters of Credit pursuant to Section 5 hereof, the Companies shall pay to the Agent, for the benefit of the Lenders, a Letter of Credit Guaranty Fee equal to two percent (2.00%) per annum on the undrawn face amount of each Letter of Credit2. For each documentary Letter of Credit, the entire Letter of Credit Guaranty Fee shall be payable in advance, and for each standby Letter of Credit, the Letter of Credit Guaranty fee shall be payable monthly on the first day of each month. (b) Any and all charges, fees, commissions, costs and expenses charged to the Agent for the account of the Companies by an Issuing Bank in connection with, or arising out of, Letters of Credit or out of transactions relating thereto will be charged to the Revolving Loan Account in full when charged to, or paid by the Agent, or as may be due upon any termination of this Financing Agreement hereof. 8.4 The Companies shall reimburse or pay the Agent and the Lenders on demand for all Out-of-Pocket Expenses and all Documentation Fees. 8.5 On the last day of each month, commencing on July 31, 2001, the Companies shall pay to the Agent, for the benefit of the Lenders, the Line of Credit Fee. 8.6 To induce the Agent and the Lenders to enter into this Financing Agreement and to extend to the Companies the Revolving Line of Credit, the Company shall pay to the Agent, for the benefit of the Lenders, a loan facility fee in the amount of Three Hundred Seventy-Five Thousand Dollars ($375,000) (the "LOAN FACILITY FEE"), which shall be fully earned upon execution of this Financing Agreement by the Agent and the Company. Fifty percent (50%) of such Loan Facility Fee will be payable on the Closing Date with the remainder payable on December 30, 2001. 8.7 On the Closing Date and on each Anniversary of the Closing Date thereafter prior to termination of this Financing Agreement, the Company shall pay to the Agent, for its own account, the Administrative Management Fee, which shall be fully earned when paid. 8.8 The Company hereby authorizes the Agent to charge the Revolving Loan Account with the amount of all payments due by the Companies hereunder as such payments become due. Any amount charged to a Revolving Loan Account shall be detailed in the Agent's monthly account report to the Companies and be deemed a Chase Bank Loan hereunder and shall bear interest at the rate provided in Section 8.1 (or Section 8.3, if applicable) of this Financing Agreement. The Companies confirm that any charges which the Agent may make to a Revolving Loan Account as provided herein will be made as an accommodation to the Companies and solely at the Agent's discretion. (a) The Companies may elect to (i) use LIBOR Libor as to any new or then outstanding Revolving Loans, (ii) convert any Chase Bank Rate Loan to a new LIBOR Loan or (iii) continue any existing LIBOR Loan as a new LIBOR Loan on the last day of the Interest Period with respect to such existing LIBOR Loan, so long as (xLoans provided A) there exists is then no Default or Event of Default on the date on which such new LIBOR Loan is requested and on the first day of the Interest Period for such new LIBOR LoanDefault, (yB) the Companies request Company has so advised CITBC of its election to use Libor and the new LIBOR Loan Libor Period selected no later than three (3) Business Days preceding the first day of the Interest a Libor Period for such new LIBOR Loan (or three (3) Business Days prior to the expiration of any Interest Period, in the case of a continuation of an existing LIBOR Loan) and (zC) the requested Interest Period for such LIBOR Loan election and Libor shall be effective, provided, there is available in accordance with then no Default or Event of Default, on the provisions hereoffourth Business Day following said notice. Any LIBOR election The Libor elections must be for at least One Million Dollars ($1,000,000) 500,000 or whole multiples thereof and if greater, in integral multiples of One Hundred Thousand Dollars ($100,000). There there shall be no more than six five (65) LIBOR Libor Loans outstanding at one time. Elections If no such election is timely made or can be made, or if the Libor rate can not be determined, then CITBC shall use the Chase Bank Rate to compute interest. In addition, the Company shall pay to CITBC, upon the request of CITBC such amount or amounts as shall compensate CITBC for LIBOR any loss, costs or expenses incurred by CITBC (as reasonably determined by CITBC) as a result of: (i) any payment or prepayment on a date other than the last day of a Libor Period for such Libor Loan, or (ii) any failure of the Company to borrow a Libor Loan on the date for such borrowing specified in the relevant notice; such compensation to include, without limitation, an amount equal to any loss or expense suffered by CITBC during the period from the date of receipt of such payment or prepayment or the date of such failure to borrow to the last day of such Libor Period if the rate of interest obtained by CITBC upon the reemployment of an amount of funds equal to the amount of such payment, prepayment or failure to borrow is less than the rate of interest applicable to such Libor Loan for such Libor Period. The determination by CITBC of the amount of any such loss or expense, when set forth in a written notice to the Company, containing CITBC calculations thereof in reasonable detail, shall be conclusive on the Company, in the absence of manifest error. Calculation of all amounts payable to the CITBC under this paragraph with regard to Libor Loans shall be irrevocable once made. Absent made as though CITBC had actually funded the Libor Loans through the purchase of deposits in the relevant market and currency, as the case may be, bearing interest at the rate applicable to such Libor Loans in an amount equal to the amount of the Libor Loans and having a timely election by maturity comparable to the Companies to use LIBOR for relevant interest period provided, however, that CITBC may fund each of the Libor Loans in any loan, such loan manner the CITBC see fit and the foregoing assumption shall be made used only for calculation of amounts payable under this paragraph. In addition, notwithstanding anything to the Companies as a Chase Bank Loan (and any existing LIBOR Loan automatically contrary contained herein, CITBC shall become a Chase Bank Loan at the end of the Interest Period with respect thereto). (b) Notwithstanding any other provision of this Financing Agreement to the contrary, so long as no Event of Default has occurred and remains outstanding, the Agent agrees to apply all Proceeds proceeds of Collateral, including the Accounts Accounts, and all other amounts received by the Agent it from or on behalf of the Credit Parties Company (i) initially to the Chase Bank Rate Loans loans and then (ii) subsequently to LIBOR Libor Loans; provided, PROVIDED thathowever, (i) so long as no during the continuance of an Event of Default has occurred and is continuing, the Agent will not apply Proceeds of Collateral, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties, to LIBOR Loans other than at the end of the Interest Period for such LIBOR Loans (unless such LIBOR Loan is continued pursuant to the terms of the Financing Agreement) and such Proceeds, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties, will be made available to the Companies so long as no other Obligations are due and payable and (iiy) in the event the aggregate outstanding principal amount of LIBOR outstanding Libor Rate Loans exceeds Availability or any other the applicable limit maximum levels set forth hereintherefor, the Agent CITBC may apply all Proceeds of Collateral such amounts received by the Agent it to the payment of the Obligations in such manner and in such order as the Agent CITBC may elect in its reasonable business judgment. In the event that any Proceeds of Collateral such amounts are applied to loans that Revolving Loans which are LIBOR Libor Loans, such application shall be treated as a prepayment of such loans and the Lenders CITBC shall be entitled to indemnification hereunder. 3. This indemnification In consideration of the Letter of Credit Guaranty of CITBC, the Company shall survive pay CITBC the termination Letter of Credit Guaranty Fee which shall be an amount equal to one and one-half percent per annum, payable monthly, on the face amount of each outstanding Letter of Credit less the amount of any and all amounts previously drawn under such Letters of Credit. 4. Any charges, fees, commissions, costs and expenses charged to CITBC for the Company's account by any Issuing Bank in connection with or arising out of Letters of Credit issued pursuant to this Financing Agreement or out of transactions relating thereto will be charged to the Company's account in full when charged to or paid by CITBC and when made by any such Issuing Bank shall be conclusive on CITBC. 5. The Company shall reimburse or pay CITBC, as the case may be, for: i) all Out-of-Pocket Expenses of CITBC and b) any applicable Documentation Fee. 6. Upon the last Business Day of each month, commencing with April, 2000, so long as this Financing Agreement is in effect, the Company shall pay CITBC the Line of Credit Fee. 7. To induce CITBC to enter into this Financing Agreement and to extend to the repayment Company the Revolving Loans, the Company shall pay to CITBC a Loan Facility Fee in the amount of $220,000 payable upon execution of this Financing Agreement. 8. Upon the Obligationsexecution of this Agreement and annually thereafter on each Anniversary Date, so long as this Financing Agreement is in effect, the Company shall pay to CITBC the Collateral Management Fee. 9. The Company hereby authorizes CITBC to charge the Company's accounts with CITBC with the amount of all payments due hereunder as such payments become due. In the event CITBC is unable or unwilling to charge any such payment to the Company's account, then CITBC shall so notify the Company in writing and the amount of such payment shall be immediately due and payable.

Interest Fees and Expenses. 8.1 Prior to the LIBOR Trigger Date, interest Interest on the outstanding principal balance of the Revolving Prime Rate Loans shall be payable monthly on monthly, in arrears, to the last day Lender as of the end of each month and interest on BA Equivalent Loans shall accrue at be payable to the Lender on the applicable Expiry Date, in arrears, based on a rate 365 day year and a 366 day year in the case of a leap year. Interest on Prime Rate Loans shall be an amount equal to the Prime Rate plus three-quarters of one percent (0.75%) per annum equal the Chase Bank Rate plus 1.00% on the average net principal balance of owing by the Borrower to the Lender in the Revolving Loan Account for Prime Rate Loans at the close of each day during such month. In the event of any change in the Prime Rate, as reflected by the Revolving Loan Account. On and after the LIBOR Trigger Date, (i) interest on the outstanding principal balance of the Revolving Loans that are Chase Bank rate hereunder for Prime Rate Loans shall be payable monthly on the last day of each month and shall accrue at a rate per annum equal the Chase Bank Rate plus 1.00% on the average net principal balance change, as of the Revolving Loans at date of such change, so as to remain three-quarters of one percent (0.75%) above the close of each day during such month, as reflected by Prime Rate. The Lender shall be entitled to charge the Borrower's Revolving Loan Account for any and (ii) interest on the outstanding principal balance of the Revolving Loans that are LIBOR Loans shall be payable monthly on the last day of each month all fees, costs and shall accrue at a rate per annum equal to the applicable LIBOR plus 2.50% on the principal balance of each LIBOR Loan outstanding during such month, in each case as reflected expenses incurred by the Revolving Loan Account. All interest rates shall Lender and permitted to be calculated based on a 360-day year for actual days elapsed. If payment charged by the Lender under this Financing Agreement becomes due and payable on a day that is not a Business Day, the due date of such payment is extended to the next succeeding Business Day and interest is payable on such payment during such extension at the rate specified provided for herein for Prime Rate Loans when due until all such Obligations have been indefeasibly paid in this Financing Agreement. 8.2 full. Upon and after the occurrence of a Default or an Event of DefaultDefault which is continuing and the giving of any required notice by the Lender in accordance with the provisions hereof, all Obligations shall, at the Agent's election at any time thereafter, shall bear interest at the Default Rate of Interest until such Event of Default is waivedInterest. (a) 8.2 In consideration of the Lender's assistance with the issuance of any Letters of Credit, the Borrower shall pay the Lender the Letter of Credit Guaranty by the Agent or other assistance of the Agent in obtaining Letters of Credit pursuant to Section 5 hereof, the Companies Fee which shall pay to the Agent, for the benefit of the Lenders, a Letter of Credit Guaranty Fee be an amount equal to two and three-quarters of one percent (2.002-3/4%) per annum annum, payable monthly in advance, on the undrawn face amount of each Letter of Credit. For each documentary Letter ; provided that upon and after the occurrence of Credit, a Default or an Event of Default which is continuing and the entire Letter giving of Credit Guaranty Fee shall be payable any required notice by the Lender in advance, and for each standby Letter of Creditaccordance with the provisions hereof, the Letter of Credit Guaranty fee Fee shall be payable monthly on the first day an amount equal to four and three-quarters of each monthone percent (4-3/4%) per annum. (b) 8.3 Any and all charges, fees, commissionscommission, costs and expenses charged to the Agent Lender for the Borrower's account of the Companies by an Issuing Bank in connection with, or arising out of, Letters of Credit or out of transactions relating thereto will be charged to the Revolving Loan Account in full when charged to, or paid by the AgentLender, or as may be due upon any termination of this Financing Agreement hereofAgreement. 8.4 The Companies shall reimburse or pay the Agent and the Lenders on demand for all Out-of-Pocket Expenses and all Documentation Fees. 8.5 On Upon the last day Business Day of each month, commencing on July 31, 2001the last Business Day of the month that this Financing Agreement is executed and delivered, the Companies Borrower shall pay to the Agent, for the benefit of the Lenders, Lender the Line of Credit Fee. 8.6 8.5 To induce the Agent and the Lenders Lender to enter into this Financing Agreement and to extend make Accommodations to the Companies the Revolving Line of CreditBorrower, the Company Borrower shall pay to the AgentLender, for on the benefit Closing Date, the Loan Facility Fee. 8.6 The Borrower shall pay to the Lender on the Closing Date and on the first Business Day of the Lenders, a loan facility each month thereafter an administrative management fee in the amount of Three Hundred Seventy-Five Thousand Dollars ($375,000) (the "LOAN FACILITY FEE")5,000, which shall be fully earned upon execution of this Financing Agreement by the Agent Borrower acknowledges and the Company. Fifty percent (50%) of such Loan Facility Fee will be payable on the Closing Date with the remainder payable on December 30, 2001. 8.7 On the Closing Date and on each Anniversary of the Closing Date thereafter prior to termination of this Financing Agreement, the Company shall pay to the Agent, for its own account, the Administrative Management Fee, which agrees shall be fully earned when paidpaid (the "ADMINISTRATIVE MANAGEMENT FEE"). 8.7 The Borrower shall promptly reimburse or pay the Lender for any and all Out-of-Pocket Expenses. 8.8 The Company Borrower shall pay the Lender's standard charges, fees, costs and expenses for (i) the Lender's field examinations and audits in an amount equal to $1,500 per person per day plus such field examiner's and auditor's out-of-pocket expenses, (ii) protecting, safeguarding, preserving or disposing of all or any part of the Collateral or Guarantor Collateral, and (iii) enforcing any of the Lender's rights hereunder or under any other Loan Document (which fees shall be in addition to any and all Out-of-Pocket Expenses), as incurred by the Lender. 8.9 The Borrower hereby authorizes and directs the Agent Lender to charge the Revolving Loan Account with the amount of all payments due by the Companies hereunder as such payments become due. Any amount charged to a Revolving Loan Account shall be detailed in the Agent's monthly account report to the Companies The Borrower acknowledge and be deemed a Chase Bank Loan hereunder and shall bear interest at the rate provided in Section 8.1 (or Section 8.3, if applicable) of this Financing Agreement. The Companies confirm that any charges which the Agent Lender may so make to a the Revolving Loan Account as herein provided herein will be made as an accommodation Accommodation to the Companies and solely at the Agent's discretionBorrower. 8.10 In the event that the Lender (aor any financial institution which may from time to time become a Lender hereunder (hereafter a "PARTICIPANT")) The Companies may elect shall have determined in the exercise of its reasonable business judgment that, subsequent to the Closing Date, any change in applicable Law or guideline regarding capital adequacy, or any change in the interpretation or administration thereof, or compliance by the Lender or such participant with any new request or directive regarding capital adequacy (iwhether or not having the force of Law) use LIBOR of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender's or such participant's capital as to any Revolving Loans, (ii) convert any Chase Bank Rate Loan a consequence of its obligations hereunder to a new LIBOR Loan level below that which the Lender or such participant could have achieved but for such adoption, change or compliance (iii) continue any existing LIBOR Loan as a new LIBOR Loan on taking into consideration the last day of the Interest Period Lender or such participant's policies with respect to capital adequacy) by an amount reasonably deemed by the Lender or such existing LIBOR Loanparticipant to be material, so long as (x) there exists no Default or Event of Default on then, from time to time, the date on which such new LIBOR Loan is requested and on the first day of the Interest Period for such new LIBOR LoanBorrower shall pay, (y) the Companies request the new LIBOR Loan no later than three five (35) Business Days preceding days following the first day Lender's or such participant's demand, to the Lender or such participant such additional amount or amounts as will compensate the Lender's or such participant's for such reduction. In determining such amount or amounts, the Lender or such participant may use any reasonable averaging or attribution methods. The protection of this Section 8.10 of Article 8 shall be available to the Lender or such participant regardless of any possible contention of invalidity or inapplicability with respect to the applicable Law or condition. A certificate of the Interest Period for Lender or such new LIBOR Loan (participant setting forth such amount or three (3) Business Days prior amounts as shall be necessary to compensate the Lender or such participant with respect to this Section 8.10 of Article 8 and the calculation thereof when delivered to the expiration Borrower shall be, absent manifest error, prima facie evidence of any Interest Period, such amount. Notwithstanding anything in the case of a continuation of an existing LIBOR Loan) and (z) the requested Interest Period for such LIBOR Loan is available in accordance with the provisions hereof. Any LIBOR election must be for at least One Million Dollars ($1,000,000) and if greater, in integral multiples of One Hundred Thousand Dollars ($100,000). There shall be no more than six (6) LIBOR Loans outstanding at one time. Elections for LIBOR Loans shall be irrevocable once made. Absent a timely election by the Companies to use LIBOR for any loan, such loan shall be made to the Companies as a Chase Bank Loan (and any existing LIBOR Loan automatically shall become a Chase Bank Loan at the end of the Interest Period with respect thereto). (b) Notwithstanding any other provision of this Financing Agreement Section to the contrary, so long as no Event of Default has occurred and remains outstanding, the Agent agrees to apply all Proceeds of Collateral, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties initially to Chase Bank Rate Loans and then to LIBOR Loans, PROVIDED that, (i) so long as no Event of Default has occurred and is continuing, the Agent will not apply Proceeds of Collateral, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties, to LIBOR Loans other than at the end of the Interest Period for such LIBOR Loans (unless such LIBOR Loan is continued pursuant to the terms of the Financing Agreement) and such Proceeds, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties, will be made available to the Companies so long as no other Obligations are due and payable and (ii) in the event the aggregate outstanding principal Lender or such participant has exercised its rights pursuant to this Section, and subsequent thereto determines that the additional amounts paid by the Borrower in whole or in part exceed the amount of LIBOR Loans exceeds Availability which the Lender or any other applicable limit set forth hereinsuch participant actually required to be made whole, the Agent may apply all Proceeds of Collateral received excess, if any, shall be returned to the Borrower by the Agent to the payment of the Obligations in Lender or such manner and in such order as the Agent may elect in its reasonable business judgment. participant. 8.11 In the event that any Proceeds applicable Law or treaty, or any change therein or in the interpretation or application thereof, or compliance by the Lender or such participant with any request or directive (whether or not having the force of Collateral are applied Law) from any central bank or other financial, monetary or other authority, shall: (a) subject the Lender or such participant to loans that are LIBOR Loans, such application shall be treated as a prepayment any tax of such loans and the Lenders shall be entitled any kind whatsoever with respect to indemnification hereunder. This indemnification shall survive the termination of this Financing Agreement or change the basis of taxation of payments to the Lender or such participant of principal, fees, interest or any other amount payable hereunder or under any other documents (except for changes in the rate of tax on the overall net income of the Lender or such participant by the federal government or the jurisdiction in which it maintains its principal office); (b) impose, modify or hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits in or for the account of, advances or loans by, or other credit extended by the Lender or such participant by reason of or in respect to this Financing Agreement or the other Loan Documents; or (c) impose on the Lender or such participant any other condition with respect to this Financing Agreement or any other Loan Document; and the repayment result of any of the Obligationsforegoing is to increase the cost to the Lender or such participant of making, renewing or maintaining its loans hereunder by an amount that the Lender or such participant deems to be material in the exercise of its reasonable business judgment and acting in good faith or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans by an amount that the Lender or such participant deems to be material in the exercise of its reasonable business judgment and acting in good faith, then, in any case the Borrower shall pay the Lender or such participant, within five (5) days following its demand, such additional cost or such reduction, as the case may be. For purposes of this Section 8.11, the term "taxes" does not include income taxes, franchise taxes or capital taxes imposed on the Lender or such participant. If the Lender and any participant becomes entitled to claim any additional amount pursuant to this Section 8.11, it shall notify the Borrower of the event by reason of which it has become so entitled upon the Lender becoming aware of such event. The Lender or such participant shall certify the amount of such additional cost or reduced amount to the Borrower and the calculation thereof and such certification shall be, absent manifest error, prima facie evidence of such amount. Notwithstanding anything in this Section 8.11 to the contrary, in the event the Lender or such participant has exercised its rights pursuant to this Section, and subsequent thereto determine that the additional amounts paid by the Borrower in whole or in part exceed the amount which the Lender or such participant actually required pursuant hereto, the excess, if any, shall be returned to the Borrower by the Lender or such participant.

Interest Fees and Expenses. 8.1 Prior to the LIBOR Trigger Date, interest Interest on the outstanding principal balance of the Revolving Loans shall be payable monthly on the last first day of each month with respect to interest accrued during the preceding month and shall accrue at a rate per annum equal the Chase Bank Rate plus 1.001.50% on the average net principal balance of the Revolving Loans at the close of each day during such preceding month, as reflected by the Revolving Loan Account. On and after the LIBOR Trigger Date, (i) interest on the outstanding principal balance of the Revolving Loans that are Chase Bank Rate Loans shall be payable monthly on the last day of each month and shall accrue at a rate per annum equal the Chase Bank Rate plus 1.00% on the average net principal balance of the Revolving Loans at the close of each day during such month, as reflected by the Revolving Loan Account and (ii) interest on the outstanding principal balance of the Revolving Loans that are LIBOR Loans shall be payable monthly on the last day of each month and shall accrue at a rate per annum equal to the applicable LIBOR plus 2.50% on the principal balance of each LIBOR Loan outstanding during such month, in each case as reflected by the Revolving Loan Account. All interest rates shall be calculated based on a 360-day year for actual days elapsed. If payment under this Financing Agreement becomes due and payable on a day that is not a Business Day, the due date of such payment is extended to the next succeeding Business Day and interest is payable on such payment during such extension at the rate specified in this Financing Agreement. 8.2 Upon the occurrence of an Event of Default, all Obligations shall, at the AgentLender's election at any time thereafter, bear interest at the Default Rate of Interest until such Event of Default is waived. (a) In consideration of the issuance of any Letter of Credit Guaranty by the Agent Lender or other assistance of the Agent Lender in obtaining Letters of Credit pursuant to Section 5 hereof, the Companies Borrower shall pay to the Agent, for the benefit of the Lenders, Lender a Letter of Credit Guaranty Fee equal to two percent (2.00%) 2.50% per annum on the undrawn face amount of each Letter of Credit. For each documentary Letter of Credit, the entire Letter of Credit Guaranty Fee shall be payable in advance, and for each standby Letter of Credit, the Letter of Credit Guaranty fee shall be payable monthly on the first day of each month. (b) Any and all charges, fees, commissions, costs and expenses charged to the Agent Lender for the account of the Companies Borrower by an Issuing Bank in connection with, or arising out of, Letters of Credit or out of transactions relating thereto will be charged to the Revolving Loan Account in full when charged to, or paid by the AgentLender, or as may be due upon any termination of this Financing Agreement hereof. 8.4 The Companies Borrower shall reimburse or pay the Agent and the Lenders Lender on demand for all Out-of-Pocket Expenses and all Documentation Fees. 8.5 On the last first day of each month, commencing on July 31December 1, 2001, the Companies Borrower shall pay to the Agent, for the benefit of the Lenders, Lender the Line of Credit FeeFee for the preceding month. 8.6 To induce the Agent and the Lenders Lender to enter into this Financing Agreement and to extend to the Companies Borrower the Revolving Line of Credit, the Company Borrower shall pay to the AgentLender on December 28, for the benefit of the Lenders, 2001 a loan facility fee in the amount of Three Hundred Seventy-Five Thousand Dollars ($375,000) 40,000 (the "LOAN FACILITY FEE"), which shall be fully earned upon execution of this Financing Agreement by the Agent Lender and the Company. Fifty percent (50%) of such Loan Facility Fee will be payable on the Closing Date with the remainder payable on December 30, 2001Borrower. 8.7 On the Closing Date and on each Anniversary of the Closing Date thereafter prior to termination of this Financing AgreementDate, the Company Borrower shall pay to the AgentLender, for its own account, the Administrative Management Fee, which shall be fully earned when paid. 8.8 The Company Borrower hereby authorizes the Agent Lender to charge the Revolving Loan Account with the amount of all payments due by the Companies Borrower hereunder as such payments become due. Any amount charged to a Revolving Loan Account shall be detailed in the AgentLender's monthly account report to the Companies Borrower and be deemed a Chase Bank Loan hereunder and shall bear interest at the rate provided in Section 8.1 (or Section 8.38.2, if applicable) of this Financing Agreement. The Companies confirm Any charges that any charges which the Agent Lender may make to a Revolving Loan Account as provided herein will be made as an accommodation to the Companies Borrower and solely at the AgentLender's discretion. (a) The Companies may elect to (i) use LIBOR as to any Revolving Loans, (ii) convert any Chase Bank Rate Loan to a new LIBOR Loan or (iii) continue any existing LIBOR Loan as a new LIBOR Loan on the last day of the Interest Period with respect to such existing LIBOR Loan, so long as (x) there exists no Default or Event of Default on the date on which such new LIBOR Loan is requested and on the first day of the Interest Period for such new LIBOR Loan, (y) the Companies request the new LIBOR Loan no later than three (3) Business Days preceding the first day of the Interest Period for such new LIBOR Loan (or three (3) Business Days prior to the expiration of any Interest Period, in the case of a continuation of an existing LIBOR Loan) and (z) the requested Interest Period for such LIBOR Loan is available in accordance with the provisions hereof. Any LIBOR election must be for at least One Million Dollars ($1,000,000) and if greater, in integral multiples of One Hundred Thousand Dollars ($100,000). There shall be no more than six (6) LIBOR Loans outstanding at one time. Elections for LIBOR Loans shall be irrevocable once made. Absent a timely election by the Companies to use LIBOR for any loan, such loan shall be made to the Companies as a Chase Bank Loan (and any existing LIBOR Loan automatically shall become a Chase Bank Loan at the end of the Interest Period with respect thereto). (b) Notwithstanding any other provision of this Financing Agreement to the contrary, so long as no Event of Default has occurred and remains outstanding, the Agent agrees to apply all Proceeds of Collateral, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties initially to Chase Bank Rate Loans and then to LIBOR Loans, PROVIDED that, (i) so long as no Event of Default has occurred and is continuing, the Agent will not apply Proceeds of Collateral, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties, to LIBOR Loans other than at the end of the Interest Period for such LIBOR Loans (unless such LIBOR Loan is continued pursuant to the terms of the Financing Agreement) and such Proceeds, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties, will be made available to the Companies so long as no other Obligations are due and payable and (ii) in the event the aggregate outstanding principal amount of LIBOR Loans exceeds Availability or any other applicable limit set forth herein, the Agent may apply all Proceeds of Collateral received by the Agent to the payment of the Obligations in such manner and in such order as the Agent may elect in its reasonable business judgment. In the event that any Proceeds of Collateral are applied to loans that are LIBOR Loans, such application shall be treated as a prepayment of such loans and the Lenders shall be entitled to indemnification hereunder. This indemnification shall survive the termination of this Financing Agreement and the repayment of the Obligations.

Interest Fees and Expenses. 8.1 Prior (A) Borrower shall pay to Agent for the LIBOR Trigger Date, account of Lenders interest on the outstanding principal balance of the Revolving Loans shall be payable monthly on Loans, other than the last day outstanding principal amount of each month and shall accrue LIBOR Rate Advances, at a rate per annum rate equal to (i) the Chase Bank Base Rate plus 1.00% on the average net principal balance Applicable Margin for Base Rate Advances as to the Revolving Loans, in the case of the Revolving Loans Loans, and (ii) Base Rate plus the Applicable Margin for Base Rate Advances as to the Term Loans, in the case of the Term Loans. Borrower shall pay to Agent for the account of Lenders interest on the outstanding balance of all other Liabilities (other than the Loans) at the close of each day during such month, as reflected by rate applicable to Base Rate Advances comprising the Revolving Loan AccountLoans. On and after Borrower shall pay to Agent for the LIBOR Trigger Date, (i) account of Lenders interest on the outstanding principal balance of each LIBOR Rate Advance at a per annum rate equal (i) the LIBOR Rate for such LIBOR Rate Advance plus the Applicable Margin for LIBOR Rate Advances as to the Revolving Loans Loans, if such LIBOR Rate Advance comprises as part of the Revolving Loans, and (ii) LIBOR Rate for such LIBOR Rate Advance plus the Applicable Margin for LIBOR Rate Advances as to the Term Loans, if such LIBOR Rate Advance comprises as part of the Term Loans, it being expressly understood and agreed that are Chase Bank interest shall be computed by charging for the first day in each Interest Period but not for the last day in such Interest Period. Interest in respect of Base Rate Loans Advances shall be payable monthly on in arrears not later than the last day first Business Day of each month and shall accrue at a rate per annum equal the Chase Bank Rate plus 1.00% on the average net principal balance of the Revolving Loans at the close of each day during such following month, as reflected by the Revolving Loan Account and (ii) interest on the outstanding principal balance commencing July 1, 2002. Interest in respect of the Revolving Loans that are LIBOR Loans Rate Advances shall be payable monthly on at the last day end of the applicable Interest Period, and if the applicable Interest Period is greater than three months at the end of each three-month and shall accrue at a rate per annum equal to period following commencement of the applicable LIBOR plus 2.50% on the principal balance of each LIBOR Loan outstanding during such month, in each case as reflected by the Revolving Loan AccountInterest Period. All interest rates and fees provided for hereunder shall be calculated based computed on the basis of a 360-day year for the actual number of days elapsed. If payment under this Financing Agreement becomes due Following the occurrence of a Default and payable on a day that is not a Business Dayduring the continuance thereof, Borrower shall pay to Agent for the due account of Lenders interest from the date of such payment is extended Default (or, in the event of a Default other than as described in Subsections 9.1(A), (H) or (I) of this Agreement, from the date of notice to such effect to Borrower from Agent) at a rate (the "Post-Default Rate") equal to the next succeeding Business Day and interest is payable on such payment during such extension at the rate specified in this Financing Agreement. 8.2 Upon the occurrence of an Event of Default, all Obligations shall, at the Agent's election at any time thereafter, bear interest at the Default Rate of Interest until such Event of Default is waived. (a) In consideration set forth above for each of the issuance of any Letter of Credit Guaranty by the Agent or other assistance of the Agent in obtaining Letters of Credit pursuant to Section 5 hereofLiabilities or, if higher, the Companies shall pay from time to the Agenttime Base Rate, for the benefit of the Lenders, a Letter of Credit Guaranty Fee equal to plus two percent (2.00%) per annum on the undrawn face amount outstanding principal balance of each Letter all of Credit. For each documentary Letter of Credit, the entire Letter of Credit Guaranty Fee Liabilities and such interest shall be payable in advance, and for each standby Letter of Credit, the Letter of Credit Guaranty fee shall be payable monthly on the first day of each month. (b) Any and all charges, fees, commissions, costs and expenses charged to the Agent for the account of the Companies by an Issuing Bank in connection with, or arising out of, Letters of Credit or out of transactions relating thereto will be charged to the Revolving Loan Account in full when charged to, or paid by the Agent, or as may be due upon any termination of this Financing Agreement hereof. 8.4 The Companies shall reimburse or pay the Agent and the Lenders on demand for all Out-of-Pocket Expenses and all Documentation Fees. 8.5 On the last day of each month, commencing on July 31, 2001, the Companies shall pay to the Agent, for the benefit of the Lenders, the Line of Credit Fee. 8.6 To induce the Agent and the Lenders to enter into this Financing Agreement and to extend to the Companies the Revolving Line of Credit, the Company shall pay to the Agent, for the benefit of the Lenders, a loan facility fee in the amount of Three Hundred Seventy-Five Thousand Dollars ($375,000) (the "LOAN FACILITY FEE"), which shall be fully earned upon execution of this Financing Agreement by the Agent and the Company. Fifty percent (50%) of such Loan Facility Fee will be payable on the Closing Date with the remainder payable on December 30, 2001. 8.7 On the Closing Date and on each Anniversary of the Closing Date thereafter prior to termination of this Financing Agreement, the Company shall pay to the Agent, for its own account, the Administrative Management Fee, which shall be fully earned when paid. 8.8 The Company hereby authorizes the Agent to charge the Revolving Loan Account with the amount of all payments due by the Companies hereunder as such payments become due. Any amount charged to a Revolving Loan Account shall be detailed in the Agent's monthly account report to the Companies and be deemed a Chase Bank Loan hereunder and shall bear interest at the rate provided in Section 8.1 (or Section 8.3above or, if applicable) of this Financing Agreement. The Companies confirm that any charges which the Agent may make to a Revolving Loan Account as provided herein will be made as an accommodation to the Companies and solely at the Agent's discretionsooner, on demand. (a) The Companies may elect to (i) use LIBOR as to any Revolving Loans, (ii) convert any Chase Bank Rate Loan to a new LIBOR Loan or (iii) continue any existing LIBOR Loan as a new LIBOR Loan on the last day of the Interest Period with respect to such existing LIBOR Loan, so long as (x) there exists no Default or Event of Default on the date on which such new LIBOR Loan is requested and on the first day of the Interest Period for such new LIBOR Loan, (y) the Companies request the new LIBOR Loan no later than three (3) Business Days preceding the first day of the Interest Period for such new LIBOR Loan (or three (3) Business Days prior to the expiration of any Interest Period, in the case of a continuation of an existing LIBOR Loan) and (z) the requested Interest Period for such LIBOR Loan is available in accordance with the provisions hereof. Any LIBOR election must be for at least One Million Dollars ($1,000,000) and if greater, in integral multiples of One Hundred Thousand Dollars ($100,000). There shall be no more than six (6) LIBOR Loans outstanding at one time. Elections for LIBOR Loans shall be irrevocable once made. Absent a timely election by the Companies to use LIBOR for any loan, such loan shall be made to the Companies as a Chase Bank Loan (and any existing LIBOR Loan automatically shall become a Chase Bank Loan at the end of the Interest Period with respect thereto). (b) Notwithstanding any other provision of this Financing Agreement to the contrary, so long as no Event of Default has occurred and remains outstanding, the Agent agrees to apply all Proceeds of Collateral, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties initially to Chase Bank Rate Loans and then to LIBOR Loans, PROVIDED that, (i) so long as no Event of Default has occurred and is continuing, the Agent will not apply Proceeds of Collateral, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties, to LIBOR Loans other than at the end of the Interest Period for such LIBOR Loans (unless such LIBOR Loan is continued pursuant to the terms of the Financing Agreement) and such Proceeds, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties, will be made available to the Companies so long as no other Obligations are due and payable and (ii) in the event the aggregate outstanding principal amount of LIBOR Loans exceeds Availability or any other applicable limit set forth herein, the Agent may apply all Proceeds of Collateral received by the Agent to the payment of the Obligations in such manner and in such order as the Agent may elect in its reasonable business judgment. In the event that any Proceeds of Collateral are applied to loans that are LIBOR Loans, such application shall be treated as a prepayment of such loans and the Lenders shall be entitled to indemnification hereunder. This indemnification shall survive the termination of this Financing Agreement and the repayment of the Obligations.

Interest Fees and Expenses. 8.1 Prior (A) Borrower shall pay to Agent for the LIBOR Trigger Date, account of Lenders interest on the outstanding principal balance of the Revolving Loans shall be payable monthly on Loans, other than the last day outstanding principal amount of each month and shall accrue Eurodollar Advances, at a rate per annum rate equal to (i) the Chase Bank Floating Rate plus 1.00% on the average net principal balance Applicable Margin for Floating Rate Advances as to the Revolving Loans, in the case of the Revolving Loans Loans, and (ii) Floating Rate plus the Applicable Margin for Floating Rate Advances as to the Term Loans, in the case of the Term Loans. Borrower shall pay to Agent for the account of Lenders interest on the outstanding balance of all other Liabilities (other than the Loans) at the close of each day during such month, as reflected by rate applicable to Floating Rate Advances comprising the Revolving Loan AccountLoans. On and after Borrower shall pay to Agent for the LIBOR Trigger Date, (i) account of Lenders interest on the outstanding principal balance of each Eurodollar Advance at a per annum rate equal (i) the Eurodollar Rate for such Eurodollar Advance plus the Applicable Margin for Eurodollar Advances as to the Revolving Loans that are Chase Bank Rate Loans shall be payable monthly on the last day of each month and shall accrue at a rate per annum equal the Chase Bank Rate plus 1.00% on the average net principal balance Loans, if such Eurodollar Advance comprises as part of the Revolving Loans at the close of each day during such monthLoans, as reflected by the Revolving Loan Account and (ii) interest on Eurodollar Rate for such Eurodollar Advance plus the outstanding principal balance Applicable Margin for Eurodollar Advances as to the Term Loans, if such Eurodollar Advance comprises as part of the Revolving Loans Term Loans, it being expressly understood and agreed that are LIBOR Loans interest shall be computed by charging for the first day in each Interest Period but not for the last day in such Interest Period. Interest shall be payable monthly on each Payment Date, commencing with the last day of each month and shall accrue at a rate per annum equal first such date to occur after the applicable LIBOR plus 2.50% on the principal balance of each LIBOR Loan outstanding during such month, in each case as reflected by the Revolving Loan AccountClosing Date. All interest rates and fees provided for hereunder shall be calculated based computed on the basis of a 360-day year for the actual number of days elapsed. If payment under this Financing Agreement becomes due Following the occurrence of a Default and payable on a day that is not a Business Dayduring the continuance thereof, Borrower shall pay to Agent for the due account of Lenders interest from the date of such payment is extended Default (or, in the event of a Default other than as described in Subsections 9.1(A), (H) or (I) of this Agreement, from the date of notice to such effect to Borrower from Agent) at a rate (the "Post-Default Rate") equal to the next succeeding Business Day and interest is payable on such payment during such extension at the rate specified in this Financing Agreement. 8.2 Upon the occurrence of an Event of Default, all Obligations shall, at the Agent's election at any time thereafter, bear interest at the Default Rate of Interest until such Event of Default is waived. (a) In consideration set forth above for each of the issuance of any Letter of Credit Guaranty by the Agent or other assistance of the Agent in obtaining Letters of Credit pursuant to Section 5 hereofLiabilities (or, if higher, the Companies shall pay from time to the Agent, for the benefit of the Lenders, a Letter of Credit Guaranty Fee equal to time Floating Rate) plus two percent (2.00%) per annum on the undrawn face amount outstanding principal balance of each Letter all of Credit. For each documentary Letter of Credit, the entire Letter of Credit Guaranty Fee Liabilities and such interest shall be payable in advance, and for each standby Letter of Credit, the Letter of Credit Guaranty fee shall be payable monthly on the first day of each month. (b) Any and all charges, fees, commissions, costs and expenses charged to the Agent for the account of the Companies by an Issuing Bank in connection with, or arising out of, Letters of Credit or out of transactions relating thereto will be charged to the Revolving Loan Account in full when charged to, or paid by the Agent, or as may be due upon any termination of this Financing Agreement hereof. 8.4 The Companies shall reimburse or pay the Agent and the Lenders on demand for all Out-of-Pocket Expenses and all Documentation Fees. 8.5 On the last day of each month, commencing on July 31, 2001, the Companies shall pay to the Agent, for the benefit of the Lenders, the Line of Credit Fee. 8.6 To induce the Agent and the Lenders to enter into this Financing Agreement and to extend to the Companies the Revolving Line of Credit, the Company shall pay to the Agent, for the benefit of the Lenders, a loan facility fee in the amount of Three Hundred Seventy-Five Thousand Dollars ($375,000) (the "LOAN FACILITY FEE"), which shall be fully earned upon execution of this Financing Agreement by the Agent and the Company. Fifty percent (50%) of such Loan Facility Fee will be payable on the Closing Date with the remainder payable on December 30, 2001. 8.7 On the Closing Date and on each Anniversary of the Closing Date thereafter prior to termination of this Financing Agreement, the Company shall pay to the Agent, for its own account, the Administrative Management Fee, which shall be fully earned when paid. 8.8 The Company hereby authorizes the Agent to charge the Revolving Loan Account with the amount of all payments due by the Companies hereunder as such payments become due. Any amount charged to a Revolving Loan Account shall be detailed in the Agent's monthly account report to the Companies and be deemed a Chase Bank Loan hereunder and shall bear interest at the rate provided in Section 8.1 (or Section 8.3above or, if applicable) of this Financing Agreement. The Companies confirm that any charges which the Agent may make to a Revolving Loan Account as provided herein will be made as an accommodation to the Companies and solely at the Agent's discretionsooner, on demand. (a) The Companies may elect to (i) use LIBOR as to any Revolving Loans, (ii) convert any Chase Bank Rate Loan to a new LIBOR Loan or (iii) continue any existing LIBOR Loan as a new LIBOR Loan on the last day of the Interest Period with respect to such existing LIBOR Loan, so long as (x) there exists no Default or Event of Default on the date on which such new LIBOR Loan is requested and on the first day of the Interest Period for such new LIBOR Loan, (y) the Companies request the new LIBOR Loan no later than three (3) Business Days preceding the first day of the Interest Period for such new LIBOR Loan (or three (3) Business Days prior to the expiration of any Interest Period, in the case of a continuation of an existing LIBOR Loan) and (z) the requested Interest Period for such LIBOR Loan is available in accordance with the provisions hereof. Any LIBOR election must be for at least One Million Dollars ($1,000,000) and if greater, in integral multiples of One Hundred Thousand Dollars ($100,000). There shall be no more than six (6) LIBOR Loans outstanding at one time. Elections for LIBOR Loans shall be irrevocable once made. Absent a timely election by the Companies to use LIBOR for any loan, such loan shall be made to the Companies as a Chase Bank Loan (and any existing LIBOR Loan automatically shall become a Chase Bank Loan at the end of the Interest Period with respect thereto). (b) Notwithstanding any other provision of this Financing Agreement to the contrary, so long as no Event of Default has occurred and remains outstanding, the Agent agrees to apply all Proceeds of Collateral, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties initially to Chase Bank Rate Loans and then to LIBOR Loans, PROVIDED that, (i) so long as no Event of Default has occurred and is continuing, the Agent will not apply Proceeds of Collateral, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties, to LIBOR Loans other than at the end of the Interest Period for such LIBOR Loans (unless such LIBOR Loan is continued pursuant to the terms of the Financing Agreement) and such Proceeds, including the Accounts and all other amounts received by the Agent from or on behalf of the Credit Parties, will be made available to the Companies so long as no other Obligations are due and payable and (ii) in the event the aggregate outstanding principal amount of LIBOR Loans exceeds Availability or any other applicable limit set forth herein, the Agent may apply all Proceeds of Collateral received by the Agent to the payment of the Obligations in such manner and in such order as the Agent may elect in its reasonable business judgment. In the event that any Proceeds of Collateral are applied to loans that are LIBOR Loans, such application shall be treated as a prepayment of such loans and the Lenders shall be entitled to indemnification hereunder. This indemnification shall survive the termination of this Financing Agreement and the repayment of the Obligations.