Common use of Revolving Line of Credit Clause in Contracts

Revolving Line of Credit. (a) From and after the date of this Agreement to and including May 31, 2003, the Bank agrees, upon the terms and subject to the conditions of this Agreement, to lend to the Borrowers, and the Borrowers may from time to time borrow from the Bank and repay and reborrow, up to a maximum aggregate principal amount at any one time outstanding under the Revolving Line of Credit Note of $5,000,000. In no event will Advances be made at such times or in such amounts that the aggregate principal amount of all such Advances hereunder at any one time outstanding would exceed the lesser of $5,000,000 and (i) 80% of the then Eligible Accounts, plus (ii) 50% of the then Eligible Inventory. Each Advance under this Agreement will be made upon the written request or, at the option of the Bank, oral request, of the Borrowers to the Bank, which request shall, if written, be in the form of a Request for an Advance and, if oral, shall contain the same certification and information as a Request for an Advance and shall be confirmed by a facsimile of a Request for an Advance followed by the original thereof. All requests for Advances (and the facsimile concerning any oral Request for an Advance) shall be received by the Bank no later than 12:00 noon of the Business Day on which the Advance is to be made. To induce the Bank to accept oral requests for Advances, the Borrowers agree that the Bank may rely on instructions given by telephone by any person purporting to be authorized to act on behalf of the Borrowers , and the Borrowers agree to indemnify and hold harmless the Bank against all damages, losses, costs and expenses (including attorney's fees) arising out of or relating to the reliance by the Bank on any oral request for Advances. Provided the same is a Business Day, on the date of the requested Advance, upon satisfaction of the conditions specified in Article 5, the Bank shall make the amount of the Advance available to the Borrowers by crediting the proceeds thereof to the general deposit account in the name of one or more of the Borrowers, as designated in writing by certificate signed by all of the Borrowers, in the Bank. If the date of the requested Advance is not a Business Day, the Advance shall be made on the first Business Day thereafter, upon the satisfaction of the conditions specified in Article 5. No Advance shall be in an amount less than $1,000. Not more than one request for an Advance shall be made on any day.

Revolving Line of Credit. The Bank, during the period from the date of the Fourth Amendment until May 31, 1998, with respect to the initial advance with respect to any Lot or the Improvements thereon or to be constructed thereon, and until the date that is twelve (a12) From and months after the date of this Agreement the initial advance with respect to any Lot or Improvements, with respect to subsequent advances for such Lot and including May 31Improvements, 2003, the Bank agrees, upon subject in all instances to (a) the terms and subject to the conditions of this Agreement, to lend to (b) the Borrowerscondition that at the time of each borrowing hereunder, the condition of the Company, financial and otherwise, and the Borrowers may from time condition of the Collateral, are satisfactory to time borrow from the Bank Bank, and repay (c) the condition that no Default or Event of Default has occurred and reborrowis then continuing to occur, agrees to make advances to the Company pursuant to a Revolving Line of Credit up to a maximum aggregate principal amount at any one time outstanding under but not in excess of the Maximum Outstanding Amount upon compliance by the Company with the provisions of Section 5.2 hereof. The Company's obligation to repay the Revolving Line of Credit shall be evidenced by the Note. The Note shall bear interest at the rate or rates set forth in Section 1.5 hereof. All unpaid principal and accrued and unpaid interest on the Note shall be due and payable on May 31, 1998, unless extended pursuant to the provisions of $5,000,000the succeeding sentence. In no the event will Advances be made at such times or in such amounts that the aggregate principal amount Bank elects to not renew Revolving Line of all such Advances hereunder at any one time outstanding would exceed the lesser of $5,000,000 and (i) 80% Credit as of the then Eligible Accounts, plus (ii) 50% stated maturity date of the then Eligible Inventory. Each Advance under this Agreement will Note, the Company shall have the option, provided no Default or Event of Default has occurred and is continuing, which may be made upon exercised only by giving written notice to the written request or, at the option Bank of the Bank, oral request, Company's intent to extend the stated final maturity date of the Borrowers to the BankNote, which request shall, if written, be in the form of a Request for an Advance and, if oral, shall contain the same certification and information as a Request for an Advance and shall be confirmed by a facsimile of a Request for an Advance followed by the original thereof. All requests for Advances (and the facsimile concerning any oral Request for an Advance) shall notice must be received by the Bank no later than 12:00 noon on or prior to the earlier of (i) May 31, 1998 or (ii) five (5) Business Days after the date the Bank gives written notice to the Company of the Business Day on which Bank's election to not renew the Advance is Revolving Line of Credit, and upon the issuance by each Title Insurer of an extension to be made. To induce all Title Insurance that would expire between the Bank to accept oral requests for Advances, the Borrowers agree that the Bank may rely on instructions given by telephone by any person purporting to be authorized to act on behalf stated maturity date of the Borrowers Note and such extended maturity date, to extend the final maturity date of the Note for an additional one (1) year, which extension shall not affect the obligation of the Company to make monthly interest payments, and the Borrowers agree principal prepayments, required under the Note and this Agreement, or to indemnify otherwise comply with the terms and hold harmless the Bank against all damages, losses, costs and expenses (including attorney's fees) arising out of or relating to the reliance by the Bank on any oral request for Advances. Provided the same is a Business Day, on the date conditions of the requested Advance, upon satisfaction of the conditions specified in Article 5, the Bank shall make the amount of the Advance available to the Borrowers by crediting the proceeds thereof to the general deposit account in the name of one or more of the Borrowers, as designated in writing by certificate signed by all of the Borrowers, in the Bank. If the date of the requested Advance is not a Business Day, the Advance shall be made on the first Business Day thereafter, upon the satisfaction of the conditions specified in Article 5. No Advance shall be in an amount less than $1,000. Not more than one request for an Advance shall be made on any dayNote and this Agreement.

Revolving Line of Credit. (a) From and after the date of this Agreement to and including May 31, 2003, the Bank agrees, upon On the terms and subject conditions hereinafter set ------------------------ forth, each Bank agrees severally to make Advances to the conditions Borrower from time to time during the period beginning on the Effective Date and ending on the Maturity Date in such amounts as the Borrower may request up to an amount not to exceed, in the aggregate principal amount outstanding at any time, the Revolving Commitment. The obligation of the Borrower hereunder shall be evidenced by this Agreement and the Notes issued in connection herewith, said Notes to be as described in Section 2.4 hereof. Notwithstanding any other provision of this Agreement, no Advance shall be required to lend to the Borrowers, and the Borrowers may from time to time borrow from the Bank and repay and reborrow, up to a maximum aggregate principal amount at any one time outstanding under the Revolving Line of Credit Note of $5,000,000. In no event will Advances be made at such times hereunder if any Event of Default (as hereinafter defined) has occurred and is continuing or in such amounts that if any event or condition has occurred or failed to occur which with the aggregate principal amount passage of all such Advances hereunder at any one time outstanding or service of notice, or both, would exceed the lesser constitute an Event of $5,000,000 and (i) 80% of the then Eligible Accounts, plus (ii) 50% of the then Eligible InventoryDefault. Each Advance under this Agreement will the Revolving Commitment shall be made upon the written request or, an aggregate amount of at the option least $100,000 or a whole number multiple thereof except an Advance of the Bank, oral request, entire remaining unborrowed Revolving Commitment. Irrespective of the Borrowers face amount of the Notes, the Banks shall never have the obligation to Advance any amount or amounts in excess of the BankRevolving Commitment or to increase the Revolving Commitment. The total number of Tranches under the Revolving Commitment which may be outstanding at any time hereunder shall never exceed ten (10), which request shallwhether such Tranches are Base Rate Loans, if writtenLIBOR Loans, be in the form of or a Request for an Advance and, if oral, shall contain the same certification and information as a Request for an Advance and shall be confirmed by a facsimile of a Request for an Advance followed by the original combination thereof. All requests for Advances (and Within the facsimile concerning any oral Request for an Advance) shall be received by the Bank no later than 12:00 noon limit of the Business Day on which the Advance is to be made. To induce the Bank to accept oral requests for Advanceseach Bank's Revolving Commitment, the Borrowers agree that the Bank may rely on instructions given by telephone by any person purporting to be authorized to act on behalf of the Borrowers borrow, repay and the Borrowers agree to indemnify and hold harmless the Bank against all damages, losses, costs and expenses (including attorney's fees) arising out of or relating reborrow under this Section 2 prior to the reliance by the Bank on any oral request for Advances. Provided the same is a Business Day, on the date of the requested Advance, upon satisfaction of the conditions specified in Article 5, the Bank shall make the amount of the Advance available to the Borrowers by crediting the proceeds thereof to the general deposit account in the name of one or more of the Borrowers, as designated in writing by certificate signed by all of the Borrowers, in the Bank. If the date of the requested Advance is not a Business Day, the Advance shall be made on the first Business Day thereafter, upon the satisfaction of the conditions specified in Article 5. No Advance shall be in an amount less than $1,000. Not more than one request for an Advance shall be made on any dayMaturity Date.

Revolving Line of Credit. 2.1 (a). Revolving Loan(s). Subject to the terms and conditions hereinafter set forth, Lender will make loans to the Borrower (the "Revolving Loans"), in the sole discretion of Lender in each instance, at the address of Lender set forth above in an aggregate principal amount not exceeding the lesser of (i) From and after the date Maximum Revolving Loan Credit or (ii) the Borrowing Base then in effect on any Business Day prior to the first to occur of (i) the Revolving Loan Maturity Date or (ii) the earlier termination of this Agreement pursuant to and including May 31, 2003, the Bank agrees, upon the terms and subject to the conditions Section 8.1 of this AgreementAgreement in such amounts as the Borrower may request. The Revolving Loans shall be evidenced by the Revolving Note of the Borrower, to lend to dated as of the Borrowersdate hereof. Provided no Events of Default beyond any applicable cure periods exist under this Agreement or the other Loan Documents, and the Borrowers Borrower may from time to time borrow from the Bank and time, borrow, repay and reborrow, up to a maximum aggregate re-borrow principal amount at any one time outstanding under the Revolving Line Note so long as the outstanding Aggregate Revolving Loans do not exceed the Maximum Revolving Loan Credit or the Borrowing Base then in effect. The Borrower may also request commercial and stand-by letters of credit under the Revolving Loan as more particularly set forth in Section 2.7 below, but in no event shall the sum of the Aggregate Revolving Loans and Letters of Credit Note of $5,000,000. In no event will Advances be made at such times or in such amounts that the aggregate principal amount of all such Advances hereunder at any one time outstanding would exceed the lesser of $5,000,000 and the Maximum Revolving Loan Credit or the Borrowing Base. The Borrower shall repay in full all amounts due under the Revolving Note upon the first to occur of (i) 80% of the then Eligible Accounts, plus Revolving Loan Maturity Date (unless the same is extended by the Lender in its sole discretion) or (ii) 50% an acceleration under Section 8.2 of this Agreement following an Event of Default beyond any applicable cure periods. The Borrower shall repay the Aggregate Revolving Loans in part from time to time in such principal amounts as may be necessary to ensure that the Aggregate Revolving Loans at no time exceed the lesser of the Maximum Credit or the Borrowing Base then Eligible Inventoryin effect. Each Advance under Notwithstanding that the definition of "Maximum Revolving Loan Credit" in Section 1.1, nothing contained in this Agreement will shall be made upon construed to obligate Lender to make any Revolving Loan after the written request orRevolving Loan Maturity Date or earlier termination of this Agreement pursuant to Section 8.2; further, at nothing herein shall be construed to obligate the option Lender to make any Revolving Loan in excess of the Bank, oral request, of Borrowing Base; but in either such case the Borrowers Lender may choose to the Bank, which request shall, if written, do so and all Revolving Loans shall in any event be in the form of a Request for an Advance and, if oral, shall contain the same certification and information as a Request for an Advance and shall be confirmed by a facsimile of a Request for an Advance followed secured by the original thereof. All requests for Advances (and the facsimile concerning any oral Request for an Advance) shall be received by the Bank no later than 12:00 noon of the Business Day on which the Advance is to be made. To induce the Bank to accept oral requests for Advances, the Borrowers agree that the Bank may rely on instructions given by telephone by any person purporting to be authorized to act on behalf of the Borrowers , and the Borrowers agree to indemnify and hold harmless the Bank against all damages, losses, costs and expenses (including attorney's fees) arising out of or relating to the reliance by the Bank on any oral request for Advances. Provided the same is a Business Day, on the date of the requested Advance, upon satisfaction of the conditions specified in Article 5, the Bank shall make the amount of the Advance available to the Borrowers by crediting the proceeds thereof to the general deposit account in the name of one or more of the Borrowers, as designated in writing by certificate signed by all of the Borrowers, in the Bank. If the date of the requested Advance is not a Business Day, the Advance shall be made on the first Business Day thereafter, upon the satisfaction of the conditions specified in Article 5. No Advance shall be in an amount less than $1,000. Not more than one request for an Advance shall be made on any dayCollateral.

Revolving Line of Credit. (a) From and after Lender agrees to open a committed revolving line of credit (the "REVOLVING --------- LINE OF CREDIT" or "REVOLVING CREDIT") in favor of Borrowers in the maximum -------------- ---------------- aggregate principal amount of Twenty-Five Million Dollars ($25,000,000) so that during the period commencing on the date hereof and ending on the Termination Date or the earlier termination of this Agreement the Revolving Line of Credit pursuant to and including May 31Section 2.5 or Article 15 below, 2003, the Bank agrees, upon the terms and subject to the conditions of this Agreement, to lend to the Borrowers, and the Borrowers each Borrower may from time to time borrow from the Bank and repay and reborrow, re- borrow Revolving Advances up to a maximum aggregate principal amount equal, in the aggregate, as to all Borrowers, to Twenty-Five Million Dollars ($25,000,000), and, as to HPP only, the sum of Twelve Million Dollars ($12,000,000); subject, ------- however, to the further requirement that at no time shall the aggregate ------- principal amount of Revolving Advances owing by any one time outstanding Borrower under the Revolving Line of Credit Note exceed the Margin applicable to such Borrower (such requirement being referred to herein as the "MARGIN ------ REQUIREMENT"). If at any time hereafter the Margin Requirement is not satisfied ----------- by any one Borrower, then such Borrower agrees to repay immediately the then principal balance of $5,000,000the Revolving Advances owing by it by that amount necessary to satisfy the Margin Requirement applicable to it. In no event will The Debt arising from the disbursement of any and all Revolving Advances shall be evidenced by the Revolving Note, which shall be executed and delivered by each Borrower simultaneously herewith. Each request for a Revolving Advance shall be made at such times or by Innotrac, as agent for the Borrowers, to Lender in such amounts manner as Lender may request from time to time hereafter (including, without limitation, by telephone or facsimile transmission), or, as Lender and Innotrac, acting in its agency capacity, may mutually agree hereafter, by pre-approved automatic disbursement. Borrowers shall report to Lender in a writing in form satisfactory to Lender, by the twentieth (20th) day of each calendar month, for the calendar month then ended, as to the allocation of Revolving Advances among the Borrowers made during such calendar month then ended; provided, however, that Lender shall have -------- ------- the aggregate principal amount of all such Advances hereunder right at any one time outstanding would exceed the lesser of $5,000,000 and (i) 80% of the then Eligible Accountshereafter, plus (ii) 50% of the then Eligible Inventory. Each Advance under this Agreement will be made upon the written request by notice to Borrowers, to require more frequent reporting or, at if Lender so elects, to require that Innotrac identify the option of the Bank, oral request, of the Borrowers Borrower to the Bank, which request shall, if written, be in the form of a Request for an Advance and, if oral, shall contain the same certification and information as a Request for an Advance and shall be confirmed by a facsimile of a Request for an Advance followed by the original thereof. All requests for Advances (and the facsimile concerning any oral Request for an Advance) shall be received by the Bank no later than 12:00 noon of the Business Day on which the whom each Revolving Advance is to be mademade at the request for such Revolving Advance (in which event Borrowers' right to receive pre-approved automatic disbursements, if in effect, shall be terminated). To induce With respect to the Bank total Revolving Advances from time to accept oral requests time outstanding, each Borrower shall be liable only for Advancesthe payment of all outstanding Revolving Advances disbursed to, and owing by, it from time to time; but no Borrower shall be liable for the payment of any Revolving Advances disbursed to, and owing by, any other Borrower, notwithstanding that each Borrower is a co-maker of the Revolving Note and a co-borrower pursuant to this Agreement, unless and except to the extent that, subsequently hereto, either (i) such Borrower executes a guaranty in respect thereof or (ii) such Borrower becomes a successor in interest to another Borrower, whether pursuant to a Consolidation Transaction or otherwise. Without limitation of the preceding provisions, the Borrowers agree that the Bank may rely on instructions given by telephone by any person purporting to be authorized to act on behalf principal amount of the Borrowers , Revolving Note shall be due and payable from collections and other proceeds of Collateral in ac cordance with the Borrowers agree to indemnify provisions of Article 3 below and hold harmless shall be due and payable in full on the Bank against all damages, losses, costs and expenses (including attorney's fees) arising out of Termination Date or relating to the reliance by the Bank on any oral request for Advances. Provided the same is a Business Day, on the date of the requested Advance, upon satisfaction any earlier termination of the conditions specified in Revolving Line of Credit pursuant to Section 2.5 or Article 5, the Bank shall make the amount of the Advance available to the Borrowers by crediting the proceeds thereof to the general deposit account in the name of one or more of the Borrowers, as designated in writing by certificate signed by all of the Borrowers, in the Bank. If the date of the requested Advance is not a Business Day, the Advance shall be made on the first Business Day thereafter, upon the satisfaction of the conditions specified in Article 5. No Advance shall be in an amount less than $1,000. Not more than one request for an Advance shall be made on any day15 below.

Revolving Line of Credit. (a) From and after Lender agrees to open a committed revolving line of credit (the "REVOLVING LINE OF CREDIT" or "REVOLVING CREDIT") in favor of Borrower in the ------------------------- ---------------- maximum aggregate principal amount of Thirty-Five Million Dollars ($35,000,000) so that during the period commencing on the date hereof and ending on the Termination Date or the earlier termination of this Agreement the Revolving Line of Credit pursuant to and including May 31Section 2.4 or Article 15 below, 2003, the Bank agrees, upon the terms and subject to the conditions of this Agreement, to lend to the Borrowers, and the Borrowers Borrower may from time to time borrow from the Bank and repay and reborrow, re-borrow Revolving Advances up to a maximum aggregate principal amount equal, in the aggregate, to Thirty-Five Million Dollars ($35,000,000); subject, ------- however, to the further requirement that at any one no time outstanding shall the aggregate ------- principal amount of Revolving Advances owing by Borrower under the Revolving Line of Credit Note exceed the Margin (such requirement being referred to herein as the "MARGIN REQUIREMENT"). If at any time hereafter the Margin Requirement is ------------------ not satisfied by Borrower, then Borrower agrees to repay im mediately the then principal balance of $5,000,000the Revolving Advances owing by it by that amount necessary to satisfy the Margin Requirement applicable to it. In no event will The Debt arising from the disbursement of any and all Revolving Advances shall be evidenced by the Revolving Note, which shall be executed and delivered by Borrower simultaneously herewith. Each request for a Revolving Advance shall be made at such times or by Borrower to Lender in such amounts that manner as Lender may request from time to time hereafter (including, without limitation, by telephone or facsimile transmission), or, as Lender and Borrower, may mutually agree hereafter, by pre-approved automatic disbursement. Without limitation of the aggregate preceding provi sions, the principal amount of all such Advances hereunder at any one time outstanding would exceed the lesser Revolving Note shall be due and payable from collections and other proceeds of $5,000,000 and (i) 80% Collateral in accordance with the provisions of the then Eligible Accounts, plus (ii) 50% of the then Eligible Inventory. Each Advance under this Agreement will be made upon the written request or, at the option of the Bank, oral request, of the Borrowers to the Bank, which request shall, if written, be in the form of a Request for an Advance and, if oral, shall contain the same certification and information as a Request for an Advance Article 3 below and shall be confirmed by a facsimile of a Request for an Advance followed by due and payable in full on the original thereof. All requests for Advances (and the facsimile concerning any oral Request for an Advance) shall be received by the Bank no later than 12:00 noon of the Business Day on which the Advance is to be made. To induce the Bank to accept oral requests for Advances, the Borrowers agree that the Bank may rely on instructions given by telephone by any person purporting to be authorized to act on behalf of the Borrowers , and the Borrowers agree to indemnify and hold harmless the Bank against all damages, losses, costs and expenses (including attorney's fees) arising out of Termination Date or relating to the reliance by the Bank on any oral request for Advances. Provided the same is a Business Day, on the date of the requested Advance, upon satisfaction any earlier termination of the conditions specified in Revolving Line of Credit pursuant to Section 2.4 or Article 5, the Bank shall make the amount of the Advance available to the Borrowers by crediting the proceeds thereof to the general deposit account in the name of one or more of the Borrowers, as designated in writing by certificate signed by all of the Borrowers, in the Bank. If the date of the requested Advance is not a Business Day, the Advance shall be made on the first Business Day thereafter, upon the satisfaction of the conditions specified in Article 5. No Advance shall be in an amount less than $1,000. Not more than one request for an Advance shall be made on any day15 below.

Revolving Line of Credit. On the terms and conditions hereinafter ------------------------ set forth, each Bank agrees, severally, to make Advances to the Borrower from time to time during the Forbearance Periods in such amounts as the Borrower may request up to an amount not to exceed, in the aggregate principal amount outstanding at any time, the Revolving Commitment. The obligation of the Borrower pursuant to this Section 3.1 shall be evidenced by (ai) From this Agreement, (ii) the Base Revolving Notes and after (iii) the date Swing Line Note. Notwithstanding any other provision of this Agreement to and including May 31the contrary, 2003, the Bank agrees, upon the terms and subject no Advance shall be required to the conditions of this Agreement, to lend to the Borrowers, and the Borrowers may from time to time borrow from the Bank and repay and reborrow, up to a maximum aggregate principal amount at any one time outstanding under the Revolving Line of Credit Note of $5,000,000. In no event will Advances be made at such times hereunder if any Event of Default has occurred and is continuing or in such amounts that if any event or condition has occurred or failed to occur which with the aggregate principal amount passage of all such Advances hereunder at any one time outstanding or service of notice, or both, would exceed the lesser constitute an Event of $5,000,000 and (i) 80% of the then Eligible Accounts, plus (ii) 50% of the then Eligible InventoryDefault. Each Advance under this Agreement will be made upon the written request or, at the option of the Bank, oral request, of the Borrowers to the Bank, which request shall, if written, be in the form of a Request for an Advance and, if oral, shall contain the same certification and information as a Request for an Advance and shall be confirmed by a facsimile of a Request for an Advance followed by the original thereof. All requests for Advances (and the facsimile concerning any oral Request for an Advance) shall be received by the Bank no later than 12:00 noon of the Business Day on which the Advance is to be made. To induce the Bank to accept oral requests for Advances, the Borrowers agree that the Bank may rely on instructions given by telephone by any person purporting to be authorized to act on behalf of the Borrowers , and the Borrowers agree to indemnify and hold harmless the Bank against all damages, losses, costs and expenses (including attorney's fees) arising out of or relating to the reliance by the Bank on any oral request for Advances. Provided the same is a Business Day, on the date of the requested Advance, upon satisfaction of the conditions specified in Article 5, the Bank shall make the amount of the Advance available to the Borrowers by crediting the proceeds thereof to the general deposit account in the name of one or more of the Borrowers, as designated in writing by certificate signed by all of the Borrowers, in the Bank. If the date of the requested Advance is not a Business Day, the Advance shall be made on the first Business Day thereafter, upon the satisfaction of the conditions specified in Article 5. No Advance Revolving Commitment shall be in an amount less than $1,000sufficient to pay checks issued and presented for payment on the Borrower's accounts. Not more than Irrespective of the face amount of the Forbearance Revolving Notes, the Banks shall never have the obligation to Advance any amount or amounts in excess of the Available Commitment. Within the limit of each Bank's Revolving Commitment, the Borrowers may borrow, repay and reborrow under this Section 3.1 prior to the last day of the applicable Forbearance Period; provided, however, the sum of all Advances shall not exceed, at any one request for an Advance shall be made on any daytime outstanding, the Revolving Commitment.