Common use of Revolving Advances Clause in Contracts

Revolving Advances. (a) Subject to the terms and conditions of this Agreement, Foothill agrees to make revolving advances to Borrower in an amount at any one time outstanding not to exceed the Borrowing Base hereunder. For purposes of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: (i) an amount equal to the lesser of: (x) Eight Million Dollars ($8,000,000), (y) (1) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolving Advances. (a) Subject to the terms and conditions of set forth in this Agreement, Foothill agrees each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower Borrowers in an amount aggregate amounts outstanding at any one time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Dollar Equivalent amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the lesser sum of: : (xi) Eight Million Dollars up to eighty-five percent ($8,000,00085%), subject to the provisions of Section 2.1(b) hereof (y"Receivables Advance Rate"), of Eligible Receivables, plus (1ii) eighty up to the lesser of (A) sixty-five percent (8065%) of the amount value of Eligible Accounts, less Inventory subject to the provisions of Section 2.1(b) hereof or (2B) the amount of the Dilution Reserve, and (z) an amount equal to seventyeighty-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (13385%) of the amount Net Orderly Liquidation Value (expressed as a percentage of credit availability created by clauses cost) of Eligible Inventory subject to the provisions of Section 2.1(b) hereof (ithe lesser of (A) and (iiB) above, and above is the "Inventory Advance Rate") or (zC) Two Hundred Million and 00/100 Dollars ($2,000,000)200,000,000.00) in the aggregate at any one time, less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date.plus (biii) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. one hundred percent (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d100%). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms provisions of Section 2.1(b) hereof ("Cash on Deposit Advance Rate"), of Cash on Deposit (the Receivables Advance Rate, the Inventory Advance Rate and conditions the Cash on Deposit Advance Rate shall be referred to collectively, as the "Advance Rates"), minus (iv) the aggregate Dollar Equivalent amount of this Agreementoutstanding Letters of Credit, reborrowed minus (v) the aggregate mark to market value of the Priority Lender Hedging Obligations, mixxx (vi) such reserves as Agent may reasonably deem proper and necessary from time to time. The amount derived from the sum of Sections 2.1(a)(y)(i), (ii) and (iii) minus the sum of Section 2.1 (a)(y)(iv), (v) and (vi) at any time during and from time to time shall be referred to as the term of this Agreement"Formula Amount". The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the "Revolving Credit Note") substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions of set forth in this Agreement, Foothill agrees each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower Borrowers in an amount aggregate amounts outstanding at any one time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the lesser sum of: : (xi) Eight Million Dollars up to 85%, subject to the provisions of Section 2.1(c) hereof ($8,000,000"Receivables Advance Rate"), (y) (1) eighty percent (80%) of the amount of Eligible AccountsReceivables, less (2) the amount of the Dilution Reserveexcluding Dated Receivables, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding which are unpaid not more than ninety (90) day period; plus days after the original invoice date, PLUS (ii) an amount equal the lesser of (A) up to 85%, subject to the lesser of: provisions of Section 2.1(c) hereof, of the Eligible Receivables, excluding Dated Receivables, which are unpaid more than ninety (y90) One Million Dollars days but not more than one hundred twenty (120) days after the original invoice date, or (B) $1,000,000)5,000,000, and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus PLUS (iii) an amount equal the lesser of (A) up to 85%, subject to the lowest of: (x) (1provisions of Section 2.1(c) the value hereof, of Eligible Raw Materials Inventory plus Receivables which are Dated Receivables, or (B) $30,000,000 during the value period from November 1 through May 31 of Eligible Spare Parts Inventory less any calendar year and $10,000,000 during the period from June 1 through October 31 of any calendar year minus the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and determined under item (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date.PLUS (biv) Anything up to the contrary in Section 2.1(alesser of (A) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and53.7%, subject to the terms provisions of Section 2.1(c) hereof, during the period from October 1 through February 29 of any calendar year and conditions 60%, subject to the provisions of this AgreementSection 2.1(c) hereof, reborrowed during the period from March 1 through September 30 of any calendar year ("Inventory Advance Rate"), of the value of Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates"), (B) during the period from January 1 through June 30, $70,000,000, and during the period from July 1 through December 31, $60,000,000, PLUS (v) during the Seasonal Overadvance Period, the lesser of (A) 10% of the value of Eligible Inventory, or (B) $7,000,000, MINUS (vi) the amount by which the availability for Revolving Advances based upon Stores-on-Wheels Inventory under item (iv) above exceeds $4,000,000; MINUS (vii) the aggregate amount of outstanding Letters of Credit, MINUS (viii) the Bank Products Reserves and such other reserves as Agent may reasonably deem proper and necessary from time to time. The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii), (iii), (iv) and (v) MINUS the sum of (y) Sections 2.1 (a)(y)(vi), (vii) and (viii) at any time during and from time to time shall be referred to as the term of this Agreement"Formula Amount". The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the "Revolving Credit Note") substantially in the form attached hereto as EXHIBIT 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions of set forth in this AgreementAgreement including, Foothill agrees without limitation, Section 2.1(b), the Lender will make Revolving Advances to make revolving advances to Borrower the Borrowers in an amount aggregate amounts outstanding at any one time equal to the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the lesser sum of: : (xi) Eight Million Dollars up to eighty-five percent ($8,000,00085%), subject to the provisions of Section 2.1(b) hereof (y"Receivables Advance Rate"), of Eligible Receivables, plus (1ii) eighty up to the lesser of (A) eighty-five percent (8085%) of the amount Gross Orderly Liquidation Value (expressed as a percentage of Eligible Accounts, less (2) cost based on the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%most recent inventory appraisal) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid andInventory, subject to the terms provisions of Section 2.1(b) hereof (the "Inventory Advance Rate") (the Receivables Advance Rate and conditions the Inventory Advance Rate are collectively, the "Advance Rates"), or (B) Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) in the aggregate at any one time, plus (iii) One Million Four Hundred Seventy One Thousand Four Hundred and 00/100 Dollars ($1,471,400.00); provided, however, that for each fiscal quarter ending after the Closing Date the amount set forth in this Section 2.1(a)(y)(iii) shall reduce by the Eligible Rights of this AgreementEntry Amortization Amount, reborrowed minus (iv) the aggregate amount of outstanding Letters of Credit, minus (v) such reserves as the Lender may reasonably deem proper and necessary from time to time. The amount derived from the sum of Sections 2.1(a)(i), (ii) and (iii) minus the sum of Section 2.1(a)(iv) and (v) at any time during and from time to time shall be referred to as the term of this Agreement"Formula Amount". Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the "Revolving Credit Note") substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions set forth in this Agreement including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts such that such Lender’s Commitment Percentage of this Agreement, Foothill agrees to make revolving advances to Borrower in an amount at any one time all outstanding Revolving Advances plus such Lender’s Commitment Percentage of all outstanding Letters of Credit shall not to exceed its Commitment Percentage of the Borrowing Base hereunder. For purposes lesser of this Agreement, "Borrowing Base", as (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of any date all outstanding Letters of determination, shall mean the sum of: Credit or (iy) an amount equal to the lesser sum of: (x) Eight Million Dollars ($8,000,000), (y): (1) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal up to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and85%, subject to the terms provisions of Section 2.1(b) hereof (“Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (A) 65%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory, (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $8,000,000 in the aggregate at any one time (“Inventory Advance Rate”), plus (iii) through and conditions including March 31, 2007, up to the lesser of this Agreement(A) 30% on December 31, reborrowed 2006 and thereafter, subject to the provisions of Section 2.1(b) hereof, of Eligible Insurance Claims, or (B) $2,000,000 in the aggregate on February 28, 2007 and thereafter (the “Eligible Insurance Claims Advance Rate”), minus (iv) such reserves as Agent may reasonably deem proper and necessary from time to time in its reasonable credit judgment exercised in good faith, including, without limitation, a reserve of (A) $250,000 commencing on April 1, 2007 through and including April 30, 2007; (B) $500,000 on May 1, 2007 through and including May 31, 2007; (C) $750,000 on June 1, 2007 through and including June 30, 2007; and (D) $1,000,000 on July 1, 2007 and at all times thereafter. The amount derived from the sum of (w) Sections 2.1(a)(y)(i), (ii) and (iii) minus (z) Section 2.1 (a)(y)(iv) at any time during and from time to time shall be referred to as the term of this Agreement“Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).”

Revolving Advances. (a) Subject to the terms and conditions of set forth in this AgreementAgreement including, Foothill without limitation, Section 2.1(b), each Lender, severally and not jointly, agrees to make revolving advances Revolving Advances to Borrower in an amount aggregate amounts outstanding at any one time up to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit and (iy) an amount equal to the lesser sum of: (x) Eight Million Dollars ($8,000,000), (y): (1i) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal up to seventyeighty-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (2585%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms provisions of Section 2.1(b) hereof (the "Receivables Advance Rate"), of Eligible Receivables, plus (ii) up to eighty-five percent (85%), subject to the provisions of Section 2.1(b) hereof (the "Seasonal Receivables Advance Rate"), of Seasonal Receivables due and conditions unpaid one hundred eighty (180) days or less from invoice date and sixty (60) days or less from due date, provided that in no event shall the amount determined pursuant to this clause (ii) be permitted to exceed $1,500,000, plus (iii) up to eighty-five percent (85%), subject to the provisions of Section 2.1(b) hereof ("Inventory Advance Rate") of the Net Orderly Liquidation Value of Eligible Inventory, subject to the provisions of Section 2.1(b) hereof (the Inventory Advance Rate, Receivables Advance Rate and the Seasonal Receivables Advance Rate, being referred to collectively as the "Advance Rates") provided that in no event shall the amount determined pursuant to this Agreementclause (iii) be permitted to exceed $10,000,000, reborrowed minus (iv) the aggregate amount of outstanding Letters of Credit, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time. The amount derived from the sum of Sections 2.1(a)(y)(i), (ii) and (iii) minus Sections 2.1 (a)(y)(iv) and (v) at any time during and from time to time shall be referred to as the term "Formula Amount"; provided that at no time may more than $500,000 of this Agreementthe Formula Amount be attributable to Receivables owed by Tru Serve and its Affiliates, unless otherwise agreed by Agent. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the "Revolving Credit Note") substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions of ------------------ set forth in this AgreementAgreement including, Foothill agrees without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower Borrowers in an amount aggregate amounts outstanding at any one time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the lesser sum of: (x) Eight Million Dollars ($8,000,000), (y): (1) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything up to the contrary in Section 2.1(asum of (a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and85%, subject to the terms provisions of Section 2.1(b) hereof of Eligible Traditional Receivables and conditions (b) up to 75%, subject to the provision of this AgreementSection 2.1(b) hereof of Eligible Third Party Receivables (after applying a net reimbursement rate as calculated during Agent's collateral monitoring) (the rates set forth in (a) and (b), reborrowed collectively, referred to as the "Receivables Advance Rate"), ------------------------ plus ---- (ii) up to the lesser of (a) 60%, subject to the provisions of Section 2.1(b) hereof of the lower of cost or market value of the Eligible Inventory, (b) 85%, subject to the provisions of Section 2.1(b) hereof, of the net orderly liquidation value (based upon Agent's most recent appraisal) of the Eligible Inventory (the rates set forth in (a) and (b), collectively, referred to as the "Inventory Advance Rate") (the ---------------------- Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates") or (c) ------------- $15,000,000 in the aggregate at any one time, minus (iii) the aggregate amount of outstanding Letters of Credit, minus ----- (iv) such reserves as Agent may reasonably deem proper and necessary from time during the term of this Agreementto time.

Revolving Advances. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, Section 2.1(c)), each Lender, severally and not jointly, will make Revolving Advances to the Borrowers in aggregate amounts outstanding at any time equal to such Lender’s Commitment Percentage of this Agreement, Foothill agrees to make revolving advances to Borrower in the lesser of (x) an amount at any one time outstanding not equal to exceed the Borrowing Base hereunder. For purposes of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: (i) the Maximum Revolving Advance Amount minus (ii) the aggregate amount of outstanding Letter of Credit Obligations and (y) an amount equal to the lesser sum of: (x) Eight Million Dollars ($8,000,000), (y): (1) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal up to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and85%, subject to the terms provisions of Section 2.1(c) (the “Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the least of (A) 60%, subject to the provisions of Section 2.1(c), of the lesser of (I) the aggregate cost, calculated on a first-in-first-out basis, of Eligible Inventory at such time and conditions (II) the aggregate fair market value of Eligible Inventory at such time, (B) 85%, subject to the provisions of Section 2.1(c), of the appraised net orderly liquidation value of Eligible Inventory (as determined by an appraiser acceptable to Agent and, for the purposes of this Agreementclause (B) only, reborrowed without giving effect to any reduction of Eligible Inventory for slow-moving Inventory) at any such time during (the term percentages set forth in clauses (A) and (B), each an “Inventory Advance Rate” and, together with the Receivables Advance Rate, the “Advance Rates”) and (C) $10,000,000; minus (iii) the aggregate amount of this Agreement.outstanding Letter of Credit Obligations, minus

Revolving Advances. (a) Subject to the terms and conditions of set forth in this AgreementAgreement including, Foothill agrees without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower Borrowers in an amount aggregate amounts outstanding at any one time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the sum of: (i) the sum of (A) up to 85%, subject to the provisions of Section 2.1(b) hereof ("Receivables Advance Rate"), of Eligible Receivables, excluding Late Receivables, PLUS (B) the lesser of: of (x) Eight Million Dollars ($8,000,000), (y) (1) eighty percent (80%) of the Receivables Advance Rate multiplied by the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve120 Day Dated Receivables, and (zy) an amount equal to seventy-five percent $500,000, PLUS (75%C) the lesser of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90x) day period; plus 150 Day Dated Receivables, and (y) $150,000; (ii) an amount equal up to the lesser of: of (yA) One Million Dollars 60%, subject to the provisions of Section 2.1(b) hereof ($1,000,000"Inventory Advance Rate"), of the value of the Eligible Inventory, and (zB) eighty percent $7,500,000 (80%) of Eligible Unearned Service Accounts; plus the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates"), MINUS (iii) an the aggregate amount equal of outstanding Letters of Credit, MINUS (iv) such reserves as Agent may reasonably deem proper and necessary from time to time. The amount derived from the lowest of: sum of (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (iSections 2.1(a)(y)(i) and (ii) above, MINUS (y) Section 2.1 (a)(y)(iii) and (ziv) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during and from time to time shall be referred to as the term of this Agreement"Formula Amount." The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the "Revolving Credit Note") substantially in the form attached hereto as EXHIBIT 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions of set forth in this AgreementAgreement (including, Foothill agrees without limitation, Section 2.1(c) and Article VIII), each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower Borrowers during the Term in an amount aggregate amounts outstanding at any one time outstanding not to exceed such Lender's Commitment Percentage of the Borrowing Base hereunder. For purposes lesser of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: (x) an amount equal to (i) the Maximum Revolving Advance Amount minus (ii) the Maximum Undrawn Amount of all outstanding Letters of Credit and Air Release/Steamship Guarantees or (y) an amount equal to the lesser sum of: (x) Eight Million Dollars ($8,000,000), (y): (1) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal up to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and85%, subject to the terms provisions of Section 2.1(c) (the "Receivables Advance Rate"), of Eligible Receivables; plus (ii) up to the lesser of (A) (x) 60%, subject to the provisions of Section 2.1(c) hereof, of the value of the Eligible Inventory of Xxxxxx and conditions (y) 50%, subject to the provisions of this AgreementSection 2.1(c) hereof, reborrowed of the value of the Eligible Inventory of XXXX Equipment and Allied (collectively, the "Inventory Advance Rates" and together with the Receivables Advance Rates, collectively, the "Advance Rates"), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $4,000,000 in the aggregate at any one time, minus; (iii) the Availability Reserve, minus; (iv) the Maximum Undrawn Amount of all outstanding Letters of Credit and Air Releases/Steamship Guarantees, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time. The amount derived from the sum of Sections 2.1(a)(y)(i) plus 2.1(a)(y)(ii) minus 2.1(a)(y)(iii) minus Section 2.1(a)(y)(v) at any time during and from time to time shall be referred to as the term "Formula Amount". The Revolving Advances shall be evidenced by one or more secured promissory notes (each, a "Revolving Credit Note") executed by each Borrower in favor of this Agreementeach Lender in the amount of such Lender's Commitment Percentage of the Revolving Advances and shall be in substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions of set forth in this AgreementAgreement including, Foothill agrees to without limitation, Section 2.1(b), each Lender, severally and not jointly, will make revolving advances loans (the "Revolving Advances") to Borrower in an amount aggregate amounts outstanding at any one time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of drawings outstanding not and additional amounts available to exceed the Borrowing Base hereunder. For purposes be drawn under Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the lesser sum of: (x) Eight Million Dollars ($8,000,000), (y): (1i) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus INTENTIONALLY LEFT BLANK (ii) an amount equal up to the lesser of: of (yA) One Million Dollars 80%, subject to the provisions of Section 2.1(c) hereof ($1,000,000"Inventory Advance Rate"), and of the value of the EXIM Bank Guaranteed Inventory or (zB) eighty percent (80%) of Eligible Unearned Service Accounts; plus $6,000,000 in the aggregate at any one time, plus (iii) an amount equal up to the lowest of: lesser of 90%, subject to the provisions of Section 2.1(c) hereof (xthe "EXIM Receivables Advance Rate"), of the value of the EXIM Bank Guaranteed Receivables; plus (1iv) up to 85%, subject to the provisions of Section 2.1(c) hereof ("Foreign Credit Insurance Backed Receivables Advance Rate"), of the value of Eligible Raw Materials Inventory plus Foreign Credit Insurance Backed Receivables (the value of Eligible Spare Parts Inventory less the amount of EXIM Receivables Advance Rate, the Inventory ReserveAdvance Rate and the Foreign Credit Insurance Backed Receivables Advance Rate shall be referred to, times (2) twenty five percent (25%collectively, as the "Advance Rates"), provided, however, that in no event shall (yA) one hundred thirty-three percent (133%) the sum of the amount of credit availability created by clauses (i2.1(a)(y)(ii), 2.1(a)(y)(iii) and 2.1(a)(y)(iv) exceed $10,000,000 or (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2B) the number ratio of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d2.l(a)(y). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolving Advances. (a) Subject to the terms and conditions of set forth in this Agreement, Foothill agrees each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower Borrowers in an amount aggregate amounts outstanding at any one time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the lesser sum of: (x) Eight Million Dollars ($8,000,000), (y): (1) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal up to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and85%, subject to the terms provisions of Section 2.1(b) hereof ("Receivables Advance Rate"), of Eligible Receivables, plus (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(b) hereof ("Inventory Advance Rate"), of the value of the Eligible Inventory or (B) 50% in the aggregate at any one time of (I) the sum of the amount determined pursuant to Sections 2.1(a)(y)(i), 2.1(a)(y)(ii) (A) and conditions 2.1(a)(y)(iii) hereof, minus (II) the amount determined pursuant to Section 2.1(a)(y)(v) below, plus (iii) up to 100% of this AgreementEligible Securities consisting of Cash, reborrowed and up to 90% of Eligible Securities consisting of Government Securities, in each case subject to the provisions of Section 2.1(b) hereof (the "Securities Advance Rate"), minus (iv) the aggregate amount of outstanding Letters of Credit, minus BLU-69367_7/ZRM1343/PNC008-129635 012000/11:12 19 (v) such reserves as Agent may reasonably deem proper and necessary from time to time. The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii) and (iii) minus (y) Section 2.1 (a)(y)(v) at any time during and from time to time shall be referred to as the term of this Agreement"Formula Amount". The Revolving Advances shall be evidenced by the secured promissory notes delivered to the Lenders from time to time (collectively, the "Revolving Credit Note"), substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions of this Agreement, Foothill agrees to make revolving advances to Borrower in an amount at any one time outstanding not to exceed the Borrowing Base hereunderless: (i) the undrawn or unreimbursed amount of L/Cs and L/C Guarantees outstanding hereunder for all L/Cs and L/C Guarantees which are not Inventory Letters of Credit and (ii) the Inventory L/C Reserve Amount regarding Inventory Letters of Credit. For purposes of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: (i) an amount equal to the lesser of: (xy) Eight Million Dollars ($8,000,000), (y) (1) eighty seventy-five percent (8075%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety sixty (9060) day period; plus provided, however, that the foregoing initial advance rate of seventy-five percent (75%) shall be subsequently reduced by one percentage point for each percentage point of Dilution in excess of twelve percent (12%); and (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value sum of Eligible Raw Materials Inventory plus the value (a) fifty-two percent (52%) of Eligible Spare Parts Inventory less the amount of Eligible Inventory exclusive of Inventory In- Transit and (b) fifty-two percent (52%) of Inventory In-Transit (provided, advances on Inventory In-Transit shall not exceed Three Million Dollars ($3,000,000), valued at the lower of cost or market value as determined by Foothill minus (c) the In-Transit Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses Section 2.1(a)(i) above multiplied by one hundred thirty three percent (i) and (ii) above133%), and (z) Two Fifteen Million Dollars ($2,000,00015,000,000), less an amount equal to . The advance rate of fifty-two percent (52%) against Eligible Inventory and Inventory In-Transit shall be reduced by one percent (1%) Fifty Thousand Dollars ($50,000) times (2) per month for the number seven months, effective on the first day of months since the Closing Dateeach month commencing on September 1, 1996. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory or establish availability reserves without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances Revolving Advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the lesser of: (i) the Maximum Amount or (ii) the Maximum Foothill Amount plus the Syndicated Amount. (d) Foothill is authorized to make advances Revolving Advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances Revolving Advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance Revolving Advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.repaid

Revolving Advances. (a) Subject to the terms and conditions of set forth in this AgreementAgreement including Section 2.1(b), Foothill agrees each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower US Borrowers in an amount aggregate amounts outstanding at any one time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of outstanding not Letters of Credit less the aggregate outstanding Revolving Advances made to exceed the Borrowing Base hereunder. For purposes of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Brightstar PR or (iy) an amount equal to the sum of: (i) the sum of (a) up to 85%, subject to the provisions of Section 2.1(b) hereof ("RECEIVABLES ADVANCE RATE"), of Eligible Receivables of US Borrowers, plus (b) up to the lesser of: of (x) Eight Million Dollars ($8,000,000), up to the Receivables Advance Rate of Eligible Foreign Receivables of US Borrowers and (y) ) $10,000,000, plus (1c) eighty percent up to the lesser of (80%x) of up to the amount Receivables Advance Rate of Eligible Accounts, less (2) the amount Insured Foreign Receivables of the Dilution Reserve, US Borrowers and (zy) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus $10,000,000, plus (ii) an amount equal up to the lesser of: of (yA) One Million Dollars 65%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory, ($1,000,000B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) the Maximum Inventory Sublimit in the aggregate at any one time ("INVENTORY ADVANCE RATE" and together with the Receivables Advance Rate, collectively, the "ADVANCE RATES"), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus minus (iii) an the aggregate Maximum Undrawn Amount of outstanding Letters of Credit, minus (iv) the outstanding Revolving Advances made to Brightstar PR, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time, including, without limitation, the Trade Reserve. The amount equal to derived from the lowest of: sum of (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (iSections 2.1(a)(y)(i) and (ii) above, and minus (zy) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed (a)(y)(v) at any time during and from time to time shall be referred to as the term of this Agreement"FORMULA AMOUNT". The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the "REVOLVING CREDIT NOTE") substantially in the form attached hereto as EXHIBIT 2.1(A).

Revolving Advances. (a) Subject to the terms and conditions of set forth in this AgreementAgreement including, Foothill agrees without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower the Borrowers in an amount aggregate amounts outstanding at any one time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit less Reserves or (iy) an amount equal to the lesser sum of: : (xi) Eight Million Dollars up to eighty-five percent ($8,000,00085%), subject to the provisions of Section 2.1(b) hereof (y“Receivables Advance Rate”), of Eligible Receivables and Eligible Credit Card Receivables, plus (1ii) eighty up to: (A) sixty-five percent (8065%) of the amount value of Eligible AccountsInventory subject to the provisions of Section 2.1(b) hereof, less (2) or, at the amount option of the Dilution ReserveBorrowing Agent; (B) if the Borrowers obtain an appraisal of their Inventory, which appraisal shall be in form and substance satisfactory to the Agent, the lesser of (zI) an amount equal to seventyeight-five percent (7585%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety Net Orderly Liquidation Value (90expressed as a percentage of cost based on the most recent inventory appraisal) day period; plus (ii) an amount equal of Eligible Inventory subject to the lesser of: provisions of Section 2.1(b) hereof or (yII) One Million Dollars ($1,000,000), and (z) eighty seventy percent (8070%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus subject to the value provisions of Eligible Spare Parts Inventory less Section 2.1(b) hereof, minus (iii) the aggregate amount of outstanding Letters of Credit, minus (iv) Reserves; minus (v) the Availability Block. The rates derived from Sections 2.1(a)(ii)(A) and (ii)(B) shall be referred to collectively as the “Inventory Advance Rate”. The Receivables Advance Rate and the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) Advance Rate shall be referred to as the “Advance Rates”. The amount derived from the sum of the amount of credit availability created by clauses (iSections 2.1(a)(i) and (ii) aboveminus the sum of Section 2.1 (a)(iii), (iv) and (zv) Two Million Dollars ($2,000,000)at any time and from time to time shall be referred to as the “Formula Amount”. Notwithstanding the foregoing, less an the amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary derived in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or part (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d)above shall not include more than $10,000,000 for Inventory located on Borrowers’ Stores-on-Wheels® vehicles. Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder Revolving Advances shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid andevidenced by one or more secured promissory notes (collectively, subject to the terms and conditions of this Agreement, reborrowed at any time during “Revolving Credit Note”) substantially in the term of this Agreementform attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions of set forth in this Agreement, Foothill agrees each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower Borrowers in an amount aggregate amounts outstanding at any one time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the lesser of: sum of the following as of the date of determination: (xi) Eight Million Dollars up to 80%, subject to the provisions of Section 2.1(b) hereof ($8,000,000"Receivables Advance Rate"), (y)of Eligible Receivables, plus (1ii) eighty percent up to the lesser of (A) 40%, subject to the provisions of Section 2.1(b) hereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (which in no event shall exceed 85% of the appraised net recovery value of the Eligible Inventory) or (B) $10,000,000 in the aggregate at any one time, plus (iii) up to the lesser of (A) 80%, subject to the provisions of Section 2.1(b) hereof ("Equipment Advance Rate"; the Receivables Advance Rate, the Inventory Advance Rate and the Equipment Advance Rate shall be referred to collectively, as the "Advance Rates"), of the amount acquisition cost of Eligible Accountsequipment to be purchased by one or more Borrowers with the proceeds of an Equipment Advance approved by the Agent or (B) $3,500,000 in the aggregate, less provided, however, that the availability under both (2A) the amount of the Dilution Reserve, and (zB) above shall be reduced quarterly beginning on September 30, 1999 and on each December 31, March 31, June 30 and September 30 thereafter by an amount equal to seventy-five percent 1/20th of the aggregate principal amount of all Equipment Advances made prior to such date, minus (75%iv) the aggregate amount of Borrower's domestic cash collections with respect outstanding Letters of Credit, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to Accounts for time. The amount derived from the immediately preceding ninety sum of (90x) day period; plus Sections 2.1(a)(y)(i), (ii) an amount equal to the lesser of: and (iii) minus (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed (a)(y)(v) at any time during and from time to time shall be referred to as the term of this Agreement."Formula

Revolving Advances. (a) Subject to the terms and conditions of set forth in this AgreementAgreement including, Foothill agrees to without limitation, Section 2.1(b), each Lender, severally and not jointly, will make revolving advances Revolving Advances to Borrower in an amount aggregate amounts outstanding at any one time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof ("Receivables Advance Rate"), of Eligible Receivables, plus (ii) up to the lesser of: of (A) the sum of (I) the lesser of (w) 65%, subject to the provisions of Section 2.1(b) hereof, of the value of the Finished Goods Inventory which constitutes Eligible Inventory, or (x) Eight Million Dollars 85%, subject to the provisions of Section 2.1(b) hereof, of the Orderly Liquidation Value of all Finished Goods Inventory ($8,000,000the lesser of (w) and (x) being the "Finished Goods Inventory Advance Rate"), plus (II) the lesser of (y) (1) eighty percent (8016%, subject to the provisions of Section 2.1(b) hereof, of the amount value of Raw Materials Inventory which constitutes Eligible AccountsInventory, less or (2z) 85%, subject to the amount provisions of Section 2.1(b) hereof, of the Dilution Reserve, Orderly Liquidation Value of all Raw Materials Inventory (the lesser of (y) and (z) an amount equal being the "Raw Materials Inventory Advance Rate" and the Finished Goods Inventory Advance Rate and the Raw Materials Inventory Advance Rate being referred to seventy-five percent collectively as the "Inventory Advance Rates" (75%the Receivables Advance Rate and the Inventory Advance Rates shall be referred to collectively, as the "Advance Rates") of Borrower's domestic cash collections with respect to Accounts for or (B) $7,000,000 in the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000)aggregate at any one time, and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus minus (iii) an the aggregate amount equal of outstanding Letters of Credit, minus (iv) such reserves as Agent may reasonably deem proper and necessary from time to the lowest of: time. The amount derived from (x) the sum of Sections 2.1(a)(y) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,0002.1(a)(y)(ii), less an amount equal to minus (1y) Fifty Thousand Dollars Sections 2.1 ($50,000a)(y)(iii) times (2and 2.1(a)(y)(iv) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during and from time to time shall be referred to as the term of this Agreement"Formula Amount". The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the "Revolving Credit Note ") substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions of set forth in this AgreementAgreement including, Foothill agrees without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower Borrowers in an amount aggregate amounts outstanding at any one time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the lesser sum of: : (xi) Eight Million Dollars up to 85%, subject to the provisions of Section 2.1(c) hereof ($8,000,000"Receivables Advance Rate"), (y) (1) eighty percent (80%) of the amount of Eligible AccountsReceivables, less (2) the amount of the Dilution Reserveexcluding Dated Receivables, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding which are unpaid not more than ninety (90) day period; plus days after the original invoice date, PLUS (ii) an amount equal the lesser of (A) up to 85%, subject to the lesser of: provisions of Section 2.1(c) hereof, of the Eligible Receivables, excluding Dated Receivables, which are unpaid more than ninety (y90) One Million Dollars days but not more than one hundred twenty (120) days after the original invoice date, or (B) $1,000,000)5,000,000, and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus PLUS (iii) an amount equal the lesser of (A) up to 85%, subject to the lowest of: (x) (1provisions of Section 2.1(c) the value hereof, of Eligible Raw Materials Inventory plus Receivables which are Dated Receivables, or (B) $30,000,000 during the value period from November 1 through May 31 of Eligible Spare Parts Inventory less any calendar year and $10,000,000 during the period from June 1 through October 31 of any calendar year minus the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and determined under item (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date.PLUS (biv) Anything up to the contrary in Section 2.1(alesser of (A) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and53.7%, subject to the terms provisions of Section 2.1(c) hereof, during the period from October 1 through February 29 of any calendar year and conditions 60%, subject to the provisions of this AgreementSection 2.1(c) hereof, reborrowed during the period from March 1 through September 30 of any calendar year ("Inventory Advance Rate"), of the value of Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates"), (B) during the period from January 1 through June 30, $70,000,000, and during the period from July 1 through December 31, $60,000,000, PLUS (v) during the Seasonal Advance Period, the lesser of (A) 10% of the value of Eligible Inventory, or (B) $7,000,000, MINUS (vi) the amount by which the availability for Revolving Advances based upon Stores-on-Wheels Inventory under item (iii) above exceeds $4,000,000; MINUS (vii) the aggregate amount of outstanding Letters of Credit, MINUS (viii) the Bank Products Reserves and such other reserves as Agent may reasonably deem proper and necessary from time to time. The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii), (iii), (iv) and (v) MINUS the sum of (y) Sections 2.1 (a)(y)(vi), (vii) and (viii) at any time during and from time to time shall be referred to as the term of this Agreement"Formula Amount". The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the "Revolving Credit Note") substantially in the form attached hereto as EXHIBIT 2.1(A).

Revolving Advances. (a) Subject to the terms and conditions set forth in this Agreement including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts such that such Lender’s Commitment Percentage of this Agreement, Foothill agrees to make revolving advances to Borrower in an amount at any one time all outstanding Revolving Advances plus such Lender’s Commitment Percentage of all outstanding Letters of Credit shall not to exceed its Commitment Percentage of the Borrowing Base hereunder. For purposes lesser of this Agreement, "Borrowing Base", as (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of any date all outstanding Letters of determination, shall mean the sum of: Credit or (iy) an amount equal to the lesser sum of: (x) Eight Million Dollars ($8,000,000), (y): (1) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal up to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and85%, subject to the terms provisions of Section 2.1(b) hereof (“Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (A) 65%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory, (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $8,000,000 in the aggregate at any one time (“Inventory Advance Rate”), plus (iii) through and conditions including August 31, 2006, up to the lesser of this Agreement(A) 50%, reborrowed subject to the provisions of Section 2.1(b) hereof, of Eligible Insurance Claims, or (B) $5,000,000 in the aggregate (the “Eligible Insurance Claims Advance Rate”), minus (iv) such reserves as Agent may reasonably deem proper and necessary from time to time in its reasonable credit judgment exercised in good faith, including, without limitation, a reserve of $2,000,000 commencing on September 1, 2006. The amount derived from the sum of (w) Sections 2.1(a)(y)(i), (ii) and (iii) minus (z) Section 2.1 (a)(y)(iv) at any time during and from time to time shall be referred to as the term of this Agreement“Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).”

Revolving Advances. (a) Subject to the terms and conditions set forth in this Agreement (including, without limitation, Sections 2.1(b) and 2.1(c)), each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any time equal to such Lender's Commitment Percentage of this Agreement, Foothill agrees to make revolving advances to Borrower in the lesser of (x) an amount at any one time outstanding not equal to exceed the Borrowing Base hereunder. For purposes of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: (i) the Maximum Revolving Advance Amount minus (ii) the aggregate amount of outstanding Letter of Credit Obligations minus (iii) the outstanding principal amount of the Swingline Loans and (y) an amount equal to the lesser sum of: : (xi) Eight Million Dollars up to 85%, subject to the provisions of Section 2.1(c) ($8,000,000the "Receivables Advance Rate"), (y)of Eligible Receivables, plus (1ii) eighty percent up to the least of (80A) 60%) , subject to the provisions of Section 2.1(c), of the amount lesser of (I) the aggregate cost, calculated on a first-in-first-out basis, of Eligible Accounts, less Inventory at such time and (2II) the amount aggregate fair market value of Eligible Inventory at such time and (B) 85%, subject to the provisions of Section 2.1(c), of the Dilution Reserveappraised Net Orderly Liquidation Value of Inventory at such time as determined by appraisers acceptable to Agent (provided, however, that during the period from February 1 to and including April 30 of each year (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding which ninety (90) day period; plus (ii) an amount equal to period may be changed upon request of the lesser of: (y) One Million Dollars ($1,000,000Borrowing Agent and approval by the Required Lenders), the Advance Rate percentage in clause (A) above shall be up to 65% and the Advance Rate percentage in clause (B) above shall be up to 90%) (clauses (A) and (z) eighty percent (80%) of Eligible Unearned Service AccountsB), collectively, the "Inventory Advance Rate" and, together with the Receivables Advance Rate, the "Advance Rates"); plus minus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the aggregate amount of outstanding Letter of Credit Obligations and the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the outstanding principal amount of credit availability created by clauses (i) and (ii) aboveSwingline Loans, and (z) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.minus

Revolving Advances. (a) Subject to the terms and conditions of set forth in this Agreement, Foothill agrees each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower Borrowers in an amount aggregate amounts outstanding at any one time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Dollar Equivalent amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the lesser sum of: : (xi) Eight Million Dollars up to eighty-five percent ($8,000,00085%), subject to the provisions of Section 2.1(b) hereof (y“Receivables Advance Rate”), of Eligible Receivables, plus (1ii) eighty up to the least of (A) sixty-five percent (8065%) of the amount value of Eligible Accounts, less Inventory subject to the provisions of Section 2.1(b) hereof or (2B) the amount of the Dilution Reserve, and (z) an amount equal to seventyeighty-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (13385%) of the amount Net Orderly Liquidation Value (expressed as a percentage of credit availability created by clauses cost) of Eligible Inventory subject to the provisions of Section 2.1(b) hereof (ithe lesser of (A) and (iiB) above, and above is the “Inventory Advance Rate”) or (zC) Two Hundred Forty Million and 00/100 Dollars ($2,000,000)240,000,000.00) in the aggregate at any one time, less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date.plus (biii) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. one hundred percent (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d100%). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms provisions of Section 2.1(b) hereof (“Cash on Deposit Advance Rate”), of Cash on Deposit (the Receivables Advance Rate, the Inventory Advance Rate and conditions the Cash on Deposit Advance Rate shall be referred to collectively, as the “Advance Rates”), minus (iv) the aggregate Dollar Equivalent amount of this Agreementoutstanding Letters of Credit, reborrowed minus (v) at any time during when the term Borrowers’ Undrawn Availability is less than the sum of this Agreementthe Required Minimum Amount plus Twenty Five Million and 00/100 Dollars ($25,000,000.00), the aggregate mxxx to market value of the Priority Lender Hedging Obligations, minus (vi) such reserves as Agent may reasonably deem proper and necessary from time to time. The amount derived from the sum of Sections 2.1(a)(y)(i), (ii) and (iii) minus the sum of Section 2.1 (a)(y)(iv), (v) and (vi) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions of set forth in this Agreement, Foothill agrees to each Lender, severally and not jointly, will make revolving advances Revolving Advances to Borrower in an amount aggregate amounts outstanding at any one time not greater than such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the lesser sum of: (x) Eight Million Dollars ($8,000,000), (y): (1) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal up to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and90%, subject to the terms provisions of Section 2.1(b) hereof ("Xxxxxx Receivables Advance Rate"), of Eligible Xxxxxx Receivables, plus (ii) up to 80%, subject to the provisions of Section 2.1(b) hereof (the "General Receivable Advance Rate" and conditions collectively with the Xxxxxx Receivables Advance Rate, the "Receivable Advance Rate") of this AgreementEligible Receivables other than Eligible Xxxxxx Receivables, reborrowed plus (iii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(b) hereof ("Inventory Advance Rate"), of the value of the Eligible Inventory or (B) $2,000,000 in the aggregate at any one time, minus (iv) the aggregate amount of outstanding Letters of Credit, minus (v) such reserves as Agent may deem proper and necessary from time to time in its sole discretion, including, without limitation, the Dilution Reserve. The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii) and (iii) minus (y) Section 2.1 (a)(y)(v) at any time during and from time to time shall be referred to as the term of this Agreement"Formula Amount". The Revolving Advances shall be evidenced by the secured promissory note ("Revolving Credit Note") substantially in the form attached hereto as EXHIBIT 2.1(A).

Revolving Advances. (a) Subject to the terms and conditions of set forth in this Agreement, Foothill agrees each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower Borrowers in an amount aggregate amounts outstanding at any one time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this AgreementCredit and all unreimbursed payments or disbursements made by Issuer under all Letters of Credit, "Borrowing Base", as of any date of determination, shall mean the sum of: or (iy) an amount equal to the lesser sum of: (x) Eight Million Dollars ($8,000,000), (y): (1i) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal up to seventyeighty-five percent (7585%), subject to the provisions of Section 2.1(b) hereof ("Receivables Advance Rate"), of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus Eligible Receivables of all Borrowers at such time, plus (ii) up to the lesser of (A) sixty percent (60%), subject to the provisions of Section 2.1(b) hereof ("Inventory Advance Rate"), of the value of the Eligible Inventory of all Borrowers at such time or (B) twenty million dollars ($20,000,000) in the aggregate at any one time, plus (iii) solely during the Seasonal Advance Period, an additional amount equal to the lesser of: Maximum Seasonal Advance Amount (provided that the amount referred to in this Section 2.1(a)(y)(iii) (A) may only be advanced to Century and (B) may not be advanced at the beginning of any Seasonal Advance Period prior to receipt by Agent of the preliminary monthly unaudited financial statements for December of the prior fiscal year of Borrowers to enable Agent to preliminarily determine compliance with Sections 6.10 and 6.11 hereof), minus (iv) the aggregate amount of outstanding Letters of Credit, minus (v) such reserves as Agent may reasonably and in good xxxxx xxxx proper and necessary from time to time. The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii) and (iii) hereof, minus (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (iSections 2.1(a)(y)(iv) and (iiv) above, hereof at any time and (z) Two Million Dollars ($2,000,000), less an amount equal from time to (1) Fifty Thousand Dollars ($50,000) times (2) time shall be referred to as the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill "Aggregate Formula Amount". The Revolving Advances shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations be evidenced by the Term promissory note ("Revolving Credit Note") substantially in the form attached hereto as Exhibit 2.1(a). Notwithstanding the foregoing, in no event shall the aggregate balance of outstanding Revolving Advances to any Borrower exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amountamount set forth in Section 2.4 hereof. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.

Revolving Advances. (a) Subject to the terms and conditions of set forth in this AgreementAgreement including, Foothill agrees without limitation, Sections 2.1(b), (c) and (d), each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower Borrowers in an amount aggregate amounts outstanding at any one time equal to such Lender’s Revolving Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount minus the aggregate Maximum Undrawn Amount of all issued and outstanding not to exceed Letters of Credit and (y) the Borrowing Base hereunderFormula Amount. For purposes of this Agreement, "Borrowing Base", as of any date of determination, The “Formula Amount” shall mean the sum of: (i) at all times be an amount equal to the lesser of: sum of the following: (xi) Eight Million Dollars up to 90%, subject to adjustment pursuant to the provisions of Sections 2.1(b) hereof ($8,000,000“Receivables Advance Rate”), (y) (1) eighty percent (80%) of the amount of Eligible AccountsReceivables, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus plus (ii) an amount equal up to the lesser of: of (yA) One Million Dollars ($1,000,000), and (z) eighty percent (8070%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms provisions of Sections 2.1(b), (c) and conditions (d) hereof, of this Agreementthe cost of Eligible Inventory or (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) (as applicable, reborrowed at any the “Inventory Advance Rate”, and, together with the Receivables Advance Rate, collectively the “Advance Rates”), minus (iii) the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit, minus (iv) such reserves as Agent may deem proper and necessary from time during to time in its Permitted Discretion. The Revolving Advances shall be evidenced by secured promissory notes (which may be amended and restated promissory notes), issued by the term of this AgreementBorrowers with respect to their Revolving Advances (collectively, the “Revolving Credit Notes”) substantially in the form attached hereto as Exhibits 2.1.

Revolving Advances. (a) Subject to the terms and conditions of set forth in this AgreementAgreement including Section 2.1(b), Foothill agrees to each Lender, severally and not jointly, will make revolving advances Revolving Advances to Borrower in an amount aggregate amounts outstanding at any one time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the sum of: (i) up to the following percentages, subject to the provisions of Section 2.1(b) and (c) hereof ("Receivables Advance Rate"), of Eligible Receivables during the following periods: A) 80% during the period from January 1 to June 30, inclusive, of each year; and B) 85% during the period from July 1 to December 31, inclusive, of each year, plus (ii) up to the lesser of: of (A) 60%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory, (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its good faith business judgment) or (C) $5,000,000 (provided that not more than $2,500,000 of said amount may be based upon the foregoing percentages of Eligible Inventory that is in-transit) in the aggregate at any one time ("Inventory Advance Rate" and together with the Receivables Advance Rate, collectively, the "Advance Rates"), minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) such reserves as Agent may reasonably deem proper and necessary from time to time. The amount derived from (x) Eight Million Dollars ($8,000,000), (y) (1) eighty percent (80%) the sum of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (iSections 2.1(a)(y)(i) and (ii) above, minus (y) the sum of Sections 2.1(a)(y)(iii) and (z) Two Million Dollars ($2,000,000iv), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during and from time to time shall be referred to as the term "Formula Amount". The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the "Revolving Credit Note") substantially in the form attached hereto as Exhibit 2.1(a). Without limiting the right of this Agreementthe Agent to establish such reserves as it shall reasonably deem proper and necessary from time to time, Agent may establish a reserve(s) in the amount of three months rent with respect to each premises at which Borrower maintains any assets but which is not owned by Borrower, for which Agent is not provided with an agreement from the landlord or other party with an interest in the premises protecting Agent's and Lenders' interest in those assets, satisfactory to Agent in its good faith business judgment.

Revolving Advances. (a) Subject to the terms and conditions of set forth in this Agreement, Foothill agrees to each Lender, severally and not jointly, will make revolving advances Revolving Advances to Borrower in an amount aggregate amounts outstanding at any one time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the lesser sum of: (x) Eight Million Dollars ($8,000,000), (y): (1) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and 85%, subject to the provisions of Section 2.1(b) hereof (ii) above, and (z) Two Million Dollars ($2,000,000"Receivables Advance Rate"), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date.Eligible Receivables, plus (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. lesser of (dA) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and60%, subject to the terms provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory ; or (B) $40,000,000 in the aggregate at any one time (the lesser of (A) and conditions (B) shall be referred to as the "Inventory Advance Rate") (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates"), minus (iii) the aggregate amount of this Agreementoutstanding Letters of Credit, reborrowed minus (iv) such reserves as Agent may reasonably deem proper and necessary from time to time, plus (v) $10,000,000 ("Overadvance Availability") for the period commencing November 30, 2000 and ending May 30, 2001, said Overadvance Availability then reducing by $1,666,667 on the 30th day of each month thereafter until said Overadvance Availability is reduced to zero on November 30, 2001. The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii) and (v) minus (y) Section 2.1 (a)(y) (iv) at any time during and from time to time shall be referred to as the term of this Agreement"Formula Amount". The Revolving Advances shall be evidenced by the secured promissory note ("Revolving Credit Note") substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions of set forth in this AgreementAgreement including, Foothill agrees without limitation, Sections 2.1(b), (c) and (d), each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower US Borrowers in an amount Dollars in aggregate amounts outstanding at any one time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount minus the aggregate Maximum Undrawn Amount of all issued and outstanding not to exceed Letters of Credit and (y) the Borrowing Base hereunderFormula Amount. For purposes of this Agreement, "Borrowing Base", as of any date of determination, The “Formula Amount” shall mean the sum of: (i) at all times be an amount equal to the Dollar Equivalent of the sum of the following: (i) up to 90%, subject to adjustment pursuant to the provisions of Sections 2.1(b) hereof (“Receivables Advance Rate”), of Eligible US Receivables, plus (ii) up to the lesser of: of (xA) Eight Million Dollars ($8,000,00040%, subject to the provisions of Sections 2.1(b), (y) (1c) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (zd) an amount equal to seventy-five percent (75%) hereof, of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible US Inventory consisting of raw materials or (B) 85% of the appraised net orderly liquidation value of Eligible US Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) (as applicable, the “Raw Materials Inventory plus Advance Rate”), plus (iii) up to the lesser of (A) 60%, subject to the provisions of Sections 2.1(b), (c) and (d) hereof, of the value of Eligible Spare Parts US Inventory less the amount consisting of finished goods or (B) 85% of the appraised net orderly liquidation value of Eligible US Inventory Reserve(as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) (as applicable, times (2) twenty five percent (25%the “Finished Goods Inventory Advance Rate” and collectively with the Raw Materials Inventory Advance Rate, the “Inventory Advance Rate” and, together with the Raw Materials Advance Rate and the Receivables Advance Rate, collectively the “Advance Rates”), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (i) and (ii) above, and (z) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement.minus

Revolving Advances. (a) Subject to the terms and conditions of set forth in this Agreement, Foothill agrees including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to make revolving advances to Borrower Borrowers in an amount aggregate amounts outstanding at any one time equal to such Lender’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding not to exceed the Borrowing Base hereunder. For purposes Letters of this Agreement, "Borrowing Base", as of any date of determination, shall mean the sum of: Credit or (iy) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of: of (A) 60%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $30,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $5,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time. The amount derived from the sum of (x) Eight Million Dollars ($8,000,000), (y) (1) eighty percent (80%) of the amount of Eligible Accounts, less (2) the amount of the Dilution Reserve, and (z) an amount equal to seventy-five percent (75%) of Borrower's domestic cash collections with respect to Accounts for the immediately preceding ninety (90) day period; plus (ii) an amount equal to the lesser of: (y) One Million Dollars ($1,000,000), and (z) eighty percent (80%) of Eligible Unearned Service Accounts; plus (iii) an amount equal to the lowest of: (x) (1) the value of Eligible Raw Materials Inventory plus the value of Eligible Spare Parts Inventory less the amount of the Inventory Reserve, times (2) twenty five percent (25%), (y) one hundred thirty-three percent (133%) of the amount of credit availability created by clauses (iSections 2.1(a)(y)(i) and (ii) above, minus (y) Sections 2.1 (a)(y) (iv) and (zv) Two Million Dollars ($2,000,000), less an amount equal to (1) Fifty Thousand Dollars ($50,000) times (2) the number of months since the Closing Date. (b) Anything to the contrary in Section 2.1(a) above notwithstanding, Foothill may reduce its advance rates based upon Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its reasonable discretion, that there is a material impairment of the prospect of repayment of all or any portion of the Obligations or a material impairment of the value or priority of Foothill's security interests in the Collateral. (c) Foothill shall have no obligation to make advances hereunder to the extent they would cause (i) the outstanding Obligations (other than the Obligations evidenced by the Term Note) to exceed the Maximum Revolver Amount, or (ii) the outstanding Obligations to exceed the Maximum Amount. (d) Foothill is authorized to make advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Officer of Borrower, or without instructions if pursuant to Section 2.4(d). Borrower agrees to establish and maintain a single designated deposit account for the purpose of receiving the proceeds of the advances requested by Borrower and made by Foothill hereunder. Unless otherwise agreed by Foothill and Borrower, any advance requested by Borrower and made by Foothill hereunder shall be made to such designated deposit account. Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during and from time to time shall be referred to as the term of this Agreement“Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).