Common use of Revolving Loan Clause in Contracts

Revolving Loan. Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Bank agrees to lend to Borrower for working capital and general corporate purposes, on a revolving basis from time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder (the “Revolving Loan”); provided, however, the total principal amount outstanding at any time shall not exceed the lesser of (referred to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up to the sum of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”). The Availability under the Revolving Loan shall be reduced by (a) amounts outstanding under the Revolving Loan and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount outstanding under the Revolving Loan shall exceed the Availability, Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All sums advanced hereunder in respect of the Revolving Loan, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Termination Date.

Revolving Loan. Subject to to, and upon the terms terms, conditions, covenants and conditions agreements contained herein, and in reliance upon the covenants, agreements, representations and warranties of Borrowers set forth in this Loan Agreement herein, and provided that at the other Loan Documentstime of any proposed borrowing hereunder no Default exists, Bank agrees to lend to Borrower for working capital Borrowers, and general corporate purposes, on a revolving basis from time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder (the “Revolving Loan”); provided, however, the total principal amount outstanding at any time shall not exceed the lesser of (referred to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up to the sum of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”). The Availability under the Revolving Loan shall be reduced by (a) amounts outstanding under the Revolving Loan and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount outstanding under the Revolving Loan shall exceed the Availability, Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower Borrowers may borrow, repay and reborrow hereunderreborrow, at any time and from time to time prior to the Revolving Loan Maturity Date (in the form of Revolving Credit Advances or of letters of credit issued on behalf of Borrowers) up to, but not exceeding, an aggregate amount (including the outstanding principal balance of all Revolving Credit Advances and the face amounts of all outstanding letters of credit), equal to the lesser of Ten Million and No/100 Dollars ($10,000,000.00) or the Borrowing Base. All sums advanced hereunder in respect Each Revolving Credit Advance shall be evidenced by the Revolving Note. Notwithstanding any provision of this Agreement or of the Revolving Note to the contrary, Bank shall not be required to make any Advance under the Revolving Note which would result, together with the face amounts of all letters of credit issued by Bank, in an aggregate amount outstanding thereunder in excess of the Borrowing Base. Except to the extent prohibited by law, any such payment shall be considered an Advance under the Revolving Loan. All letters of credit to be issued hereunder shall be at the sole discretion of, and upon such terms as are reasonably acceptable to, Bank and subject to the provisions of Section 2.7 hereof. Bank’s business records shall be prima facie evidence of the unpaid principal amount of the Revolving Note, and the amount of accrued but unpaid interest. The principal of and interest to accrue on the Revolving Note shall be due and payable as follows: Accrued but unpaid interest on the unpaid principal balance of the Revolving Note shall be due and payable monthly as it accrues, beginning on July 1, 2023, and continuing regularly and monthly on the first (1st) day of each month thereafter until the Revolving Loan Maturity Date, at which time the outstanding principal amount advanced under the Revolving Note, together with all accrued but unpaid interest thereoninterest, shall mature and be finally due and payable. All Revolving Credit Advances, and all renewals, extensions, modifications and rearrangements of the Revolving Note, if any, shall be due deemed to have been made pursuant to this Agreement and, accordingly, shall be subject to the terms, conditions and payable in full on provisions hereof, and Borrowers shall be deemed to have ratified, as of the Termination Datedate of each Revolving Credit Advance and each renewal, extension, modification or rearrangement, all of the representations, covenants, warranties, promises and agreements set forth herein as of such date. Bank shall never be required to modify, renew, extend or rearrange the Revolving Note, regardless of whether any Default has ever occurred.

Revolving Loan. Subject to the terms and conditions set forth in of this Loan Agreement Agreement, and subject to there being no Event of Default (or event which might, with the other Loan Documentsgiving of notice or the passage of time, mature into an Event of Default) hereunder, the Bank agrees to lend and relend to the Borrower, upon request by the Borrower for working capital made to the Bank in the manner described in Sections 4(b) and general corporate purposes(c) below, on during the period from the date hereof to the earlier of (A) October 31, 2016, or the termination date of any extension hereof agreed to by the Borrower and the Bank as described below, or (B) the date of the occurrence of an Event of Default, unless waived by the Bank (the earlier of such dates being referred to herein as the "Revolver Commitment Termination Date"), a revolving basis principal sum of up to Eleven Million Dollars ($11,000,000) (the "Total Revolver Commitment Amount"), as the Borrower may from time to time during request for the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 Borrower's working capital needs (the “Termination Date”), such amounts as Borrower may request hereunder (the “"Revolving Loan”"); provided, however, that the total principal amount outstanding at any time Bank shall not be required to make, and the Borrower shall not be entitled to receive, any Revolving Loan if, after giving effect thereto, the aggregate outstanding principal balance of the Revolving Loan would exceed the lesser Total Revolver Commitment Amount. Each Revolving Loan draw hereunder shall be in the amount of Two Hundred Fifty Thousand Dollars (referred to herein as $250,000) or a multiple thereof; provided, however, no minimum or incremental draw amount requirement shall apply if the “Availability”) (a) Borrower maintains an amount (active commercial sweep account at the “Borrowing Base”) up to the sum of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”)Bank. The Availability under the Revolving Loan shall be reduced evidenced by (a) amounts outstanding under a Revolving Credit Promissory Note given by the Revolving Loan and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount outstanding under the Revolving Loan shall exceed the Availability, Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms Bank in substantially the form of Exhibit H attached hereto, as amended and/or restated from time to time (the "Revolving Note"). The Revolving Note shall mature and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All sums advanced hereunder in respect of the Revolving Loan, together with all accrued but unpaid interest thereon, shall be due and payable in full on October 31, 2016, unless accelerated or extended as described herein. If the outstanding principal balance of the Revolving Loan at any time exceeds the Total Revolver Commitment Amount, the Borrower shall immediately, without notice or demand, reduce the outstanding principal balance of the Revolving Loan such that the Total Revolver Commitment Amount is not exceeded. Upon request by the Borrower, the Bank may consider extensions of the Revolver Commitment Termination Date, but is not hereby committing in any way thereto. Upon any such extension, at the option of the Bank, the Borrower shall execute a new promissory note substantially identical to the Revolving Note, except reflecting the new Revolver Commitment Termination Date, which thereupon shall be the Revolving Note hereunder.

Revolving Loan. Subject to to, and upon the terms terms, conditions, covenants and conditions agreements contained herein, and in reliance upon the covenants, agreements, representations and warranties of Obligors set forth in this Loan Agreement herein, and provided that at the other Loan Documentstime of any proposed borrowing hereunder no Default exists, Bank agrees to lend to Borrower for working capital Borrower, and general corporate purposes, on a revolving basis from time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder (the “Revolving Loan”); provided, however, the total principal amount outstanding at any time shall not exceed the lesser of (referred to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up to the sum of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”). The Availability under the Revolving Loan shall be reduced by (a) amounts outstanding under the Revolving Loan and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount outstanding under the Revolving Loan shall exceed the Availability, Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunderreborrow, at any time and from time to time prior to the Revolving Loan Maturity Date, up to, but not exceeding, an aggregate amount equal to Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00). All sums advanced hereunder in respect Each Revolving Credit Advance shall be evidenced by the Revolving Note. Notwithstanding any provision of this Agreement or of the Revolving LoanNote to the contrary, Bank shall not be required to make any Advance under the Revolving Note which would result in an aggregate amount outstanding thereunder in excess of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00). Bank’s business records shall be prima facie evidence of the unpaid principal amount of the Revolving Note, and the amount of accrued but unpaid interest. The principal of and interest to accrue on the Revolving Note shall be due and payable as follows: Interest only on the unpaid principal balance of the Revolving Note shall be due and payable monthly as it accrues, beginning on February 5, 2021, and continuing regularly and monthly on the fifth (5th) day of each month thereafter until the Revolving Loan Maturity Date, at which time the outstanding principal amount advanced under the Revolving Note, together with all accrued but unpaid interest thereoninterest, shall mature and be finally due and payable. All Revolving Credit Advances, and all renewals, extensions, modifications and rearrangements of the Revolving Note, if any, shall be due deemed to have been made pursuant to this Agreement and, accordingly, shall be subject to the terms, conditions and payable in full on provisions hereof, and Borrower shall be deemed to have ratified, as of the Termination Datedate of each Revolving Credit Advance and each renewal, extension, modification or rearrangement, all of the representations, covenants, warranties, promises and agreements set forth herein as of such date. Bank shall never be required to modify, renew, extend or rearrange the Revolving Note, regardless of whether any Default has ever occurred.

Revolving Loan. Subject Lenders agree to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Bank agrees to lend make available to Borrower for working capital a -------------- revolving line of credit (the "Revolving Loan") in the maximum principal amount -------------- outstanding at any one time of FIFTEEN MILLION Dollars ($15,000,000) (the "Revolving Commitment Limit"), which -------------------------- Revolving Loan shall be evidenced by one or more Revolving Notes, each substantially in the form of Exhibit A hereto (each, a "Revolving Note" and general corporate purposes, --------- -------------- collectively the "Revolving Notes"). Each Revolving Note shall be registered in --------------- the name of a Lender and shall have a maximum principal amount equal to such Lender's Commitment. The Revolving Loan shall mature and be payable in full on a revolving basis the third anniversary of the Closing Date (the "Revolving Maturity Date"). ----------------------- Borrower may from time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder (the “Revolving Loan”); provided, however, the total principal amount outstanding at any time shall not exceed the lesser of (referred to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up to the sum of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% repay all or a portion of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”). The Availability under the Revolving Loan shall be reduced by (a) amounts outstanding under the Revolving Loan and (b) together with accrued interest to the outstanding Letter date of Credit Liabilities. If at any time repayment on the aggregate principal amount outstanding so repaid), which amounts may be re-borrowed (subject to the Revolving Commitment Limit and the Available Amount) so long as the Commitment of the Lenders to make Advances under the Revolving Loan has not been terminated. With respect to each disbursement of funds under the Revolving Loan (an "Advance"), each Lender is hereby authorized to record, on its books ------- and records, the date and amount of such Advance, the duration of each Interest Period therefor and the interest rate applicable to such Interest Period. The information so recorded by each Lender shall exceed be conclusive in the Availabilityabsence of manifest error. Notwithstanding the foregoing, the failure by any Lender to record any such information shall not impair the liability of Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All sums advanced hereunder in respect make any payment of the Revolving Loan, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Termination DateObligations when due.

Revolving Loan. Subject to to, and upon the terms terms, conditions, covenants and conditions agreements contained herein, and in reliance upon the covenants, agreements, representations and warranties of Borrower set forth in this Loan Agreement herein, and provided that at the other Loan Documentstime of any proposed borrowing hereunder no Default exists, Bank Lender agrees to lend to Borrower for working capital Borrower, and general corporate purposes, on a revolving basis from time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder (the “Revolving Loan”); provided, however, the total principal amount outstanding at any time shall not exceed the lesser of (referred to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up to the sum of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”). The Availability under the Revolving Loan shall be reduced by (a) amounts outstanding under the Revolving Loan and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount outstanding under the Revolving Loan shall exceed the Availability, Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunderreborrow, at any time, and from time to time, prior to the Drawdown Termination Date (in the form of Revolving Credit Advances) up to, but not exceeding, an aggregate amount (including the outstanding principal balance of all Revolving Credit Advances), equal to the Loan Commitment Amount. All sums advanced hereunder in respect Each Revolving Credit Advance shall be evidenced by the Revolving Note and will bear interest at the rate of the lesser of: seven percent (7.00%) per annum, or the Maximum Rate. Notwithstanding any provision of this Loan Agreement or of the Revolving LoanNote to the contrary, together with all accrued but unpaid interest thereon, Lender shall not be required to make any Advance under the Revolving Note which would result in an aggregate amount outstanding thereunder in excess of the Loan Commitment Amount. The indebtedness evidenced by the Revolving Note shall be due and payable in full upon demand, and if no demand is made and until demand is made, then interest only as it accrues shall be payable on a monthly basis on the Termination Datefirst day of each month, commencing from September 1, 2022, and the entire indebtedness shall be due and payable on December 31, 2022. All Revolving Credit Advances, and all renewals, extensions, modifications and rearrangements of the Revolving Note, if any, shall be deemed to have been made pursuant to this Loan Agreement and, accordingly, shall be subject to the terms, conditions and provisions hereof, and Borrower shall be deemed to have ratified, as of the date of each Revolving Credit Advance and each renewal, extension, modification or rearrangement, all the representations, covenants, warranties, promises and agreements set forth herein as of such date.

Revolving Loan. Subject to Upon the terms and subject to the conditions set forth in this Loan Agreement and the other Loan Documentshereof, Bank Lender agrees to lend make available a revolving loan (the "Revolving Loan") to Borrower for working capital of Twenty Million and general corporate purposesNo/100 Dollars ($20,000,000.00) (the "Revolving Loan Amount"). Borrower may obtain advances, on a revolving basis prepay and obtain new advances under the Revolving Loan, subject to the prepayment provisions of Section 2.2. Lender also agrees to make available to the Foreign Subsidiaries letters of credit, multicurrency borrowings, bank guarantees, international allocation credits, and other products and services from time to time during requested by the period commencing Borrower or such Foreign Subsidiaries to be provided to one or more Foreign Subsidiaries, on the date hereof and continuing through and including 11:00 a.m. terms acceptable to Lender in its sole discretion (Dallascollectively, Texas time) on September 29, 2004 (the “Termination Date”"Alternative Borrowing"), such amounts as Borrower may request hereunder (the “Revolving Loan”); provided, however, the total principal in an amount outstanding at any time shall not to exceed the lesser Revolving Loan Amount, it being understood and agreed that the amount available to be borrowed under the Revolving Loan shall be correspondingly reduced by the face amount of all Alternative Borrowing issued. Further, Lender may, from time to time, at the request of Borrower and on terms satisfactory to Lender and Borrower, provide letters of credit to Borrower and its domestic affiliates and subsidiaries (referred to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up to the sum "Domestic Letters of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”Credit"). The Availability amount available to be borrowed under the Revolving Loan shall be reduced by (a) amounts outstanding under the Revolving Loan and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount available to be drawn under any Domestic Letters of Credit, plus any unreimbursed amounts or letter of credit borrowings. In no event shall the amount outstanding under the Revolving Loan shall Loan, including amounts outstanding from advances to Borrower or from Alternative Borrowing and Domestic Letters of Credit, exceed the AvailabilityRevolving Loan Amount. Lender shall charge an origination fee equal to a per annum basis of 0.50% of the face amount of any international letters of credit issued hereunder, Borrower agrees payable in advance quarterly on the last day of the prior calendar quarter, as well as charge its standard issuance, documentation and examination fees therefore. All Alternative Borrowing shall have an expiration date no later than twenty four (24) months from the date of issuance. Lender shall have no obligation to immediately repay issue Alternative Borrowing, or to Bank such excess amountamend, plus all accrued but unpaid interest thereonextend, renew or replace any Alternative Borrowing, unless it is in form and substance acceptable to Lender. Subject The Alternative Borrowing shall be guaranteed by Borrower's Guaranty dated December 23, 2010 (as amended), and the reference therein to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All sums advanced hereunder Loan in respect the principal amount of the Revolving Loan, together with all accrued but unpaid interest thereon, $10,000,000.00 shall be due and payable in full on deemed amended to the Termination Date$20,000,000.00 Revolving Loan described herein.

Revolving Loan. Subject to the terms and conditions set forth in of this Loan Agreement and in reliance upon the other Loan Documentsrepresentations and warranties of the Borrowers herein set forth, Bank agrees each Lender agrees, severally but not jointly, to lend to Borrower for working capital and general corporate purposes, on a revolving basis Borrowers from time to time during such Lender's Pro Rata Share of the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder (the “Revolving Loan”. The Revolving Loan Commitment is the U.S. Dollar Equivalent of One Hundred Fifteen Million Dollars ($115,000,000); provided, however, the total principal amount outstanding . Amounts borrowed under this subsection 2.1(B) may be repaid and reborrowed at any time shall not exceed the lesser of (referred to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up prior to the sum earlier of (i) 80% the termination of Borrower’s Eligible Accounts (as hereinafter defined), plus the Revolving Loan Commitment pursuant to Section 8.3 and (ii) 50% of Borrower’s Eligible Inventory, plus (iiithe Termination Date. No Lender shall have any obligation to make advances under this subsection 2.1(B) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% to the extent any requested advance would cause the balance of the book value U.S. Dollar Equivalent of all Revolving Loans then outstanding to exceed (i.e. adjusted for depreciationi) the Overall Maximum Available Revolving Loan Amount or (ii) (x) the TNFI Maximum Available Revolving Loan Amount in the case of a requested advance to TNFI, (y) the TNFE Maximum Available Revolving Loan Amount in the case of a requested advance to TNFE or (z) the TNFHK Maximum Available Revolving Loan Amount in the case of a requested advance to TNFHK; provided that Lenders may, in such amount as approved by Lender) their sole discretion, with the approval of Borrower’s equipmentall Lenders elect from time to time to make advances in excess of the Overall Maximum Available Revolving Loan Amount, minus (iv) the Reserve, Applicable Available Maximum Revolving Loan Amount or (b) $10,000,000 (the “Committed Sum”). The Availability under the Revolving Loan Commitment. If advances in excess of the Overall Maximum Available Revolving Loan Amount and/or any Applicable Available Maximum Revolving Loan Amount are made pursuant to the approval of Lenders as set forth in the proviso to the preceding sentence, then for purposes of subsection 2.4(B)(1), the Overall Maximum Available Revolving Loan Amount and/or any Applicable Available Maximum Revolving Loan Amount shall be reduced deemed increased by (a) amounts outstanding under the Revolving Loan and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal such amount outstanding under the Revolving Loan shall exceed the Availability, Borrower agrees but only for so long as Lenders allow such Loans to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereonbe outstanding. Subject to the terms and conditions hereofof this Agreement, Borrower may borrow, repay and reborrow hereunder. All sums advanced hereunder in respect of the Revolving Loan, together with all accrued but unpaid interest thereon, Loans shall be due made (i) at the request of TNFI for its account, as requested in accordance with subsection 2.1(C), for which TNFI (and payable not the Foreign Subsidiaries) shall be obligated, and (ii) at the request of either Foreign Subsidiary for its account, as requested in full on accordance with subsection 2.1(C), and for which the Termination DateForeign Subsidiaries shall be jointly and severally obligated. Each Applicable Maximum Available Revolving Loan Amount shall be computed weekly by reference to a borrowing limit calculation submitted by TNFI to Administrative Agent pursuant to Section 5.1(F).

Revolving Loan. Subject to Upon the terms and subject to the conditions set forth in this Loan Agreement and the other Loan Documentshereof, Bank Lender agrees to lend to Borrower for working capital and general corporate purposes, on make available a revolving basis from time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder loan (the “Revolving Loan”); provided, however, the total principal amount outstanding at any time shall not exceed the lesser ) to Borrower of Forty Million and No/100 Dollars (referred to herein as the “Availability”$40,000,000.00) (a) an amount (the “Borrowing BaseRevolving Loan Amount”) ). Borrower may obtain advances, prepay and obtain new advances under the Revolving Loan, subject to the prepayment provisions of Section 2.2. Lender agrees to make available to Borrower, as a subfeature of the Revolving Loan, up to the sum of Four Million and No/100 Dollars (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender$4,000,000.00) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 open-ended bank guarantees (the “Committed SumOpen Ended Bank Guarantees”), on terms acceptable to Lender in its sole discretion, in an amount not to exceed, with all other advances, Alternative Borrowing or Domestic Letters of Credit outstanding, the Revolving Loan Amount, it being understood and agreed that the amount available to be borrowed under the Revolving Loan shall be correspondingly reduced by the face amount of all Open Ended Bank Guarantees issued. The Open Ended Bank Guarantees shall be subject to annual renewal. On the Revolving Loan Maturity Date, Borrower shall deposit sufficient funds to cash collateralize one hundred percent (100%) of Lender’s exposure under any outstanding Open Ended Bank Guarantees. Lender also agrees to make available to the Foreign Subsidiaries letters of credit, multicurrency borrowings, bank guarantees, international allocation credits, and other products and services from time to time requested by the Borrower or such Foreign Subsidiaries to be provided to one or more Foreign Subsidiaries, on terms acceptable to Lender in its sole discretion (collectively, “Alternative Borrowing”), in an amount not to exceed, with all other advances, Open Ended Bank Guarantees or Domestic Letters of Credit outstanding, the Revolving Loan Amount, it being understood and agreed that the amount available to be borrowed under the Revolving Loan shall be correspondingly reduced by the face amount of all Alternative Borrowing issued. Further, Lender may, from time to time, at the request of Borrower and on terms satisfactory to Lender and Borrower, provide letters of credit to Borrower and its domestic affiliates and subsidiaries (“Domestic Letters of Credit”). The Availability amount available to be borrowed under the Revolving Loan shall be reduced by (a) amounts outstanding under the Revolving Loan and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount available to be drawn under any Domestic Letters of Credit, plus any unreimbursed amounts or letter of credit borrowings. In no event shall the amount outstanding under the Revolving Loan shall Loan, including amounts outstanding from advances to Borrower or from Open Ended Bank Guarantees, Alternative Borrowing and Domestic Letters of Credit, exceed the AvailabilityRevolving Loan Amount. Lender shall charge an origination fee equal to a per annum basis of 0.50% of the face amount of any international letters of credit issued hereunder, Borrower agrees payable in advance quarterly on the last day of the prior calendar quarter, as well as charge its standard issuance, documentation and examination fees therefore. All Alternative Borrowing shall have an expiration date no later than thirty-six (36) months from the date of issuance, unless Lender, in its sole discretion, consents in writing to immediately repay to Bank a longer term for any such excess amount, plus all accrued but unpaid interest thereon. Subject to the Alternative Borrowing on terms and conditions hereofthat are satisfactory to it. Lender shall have no obligation to issue Open Ended Bank Guarantees, Borrower may borrowAlternative Borrowing or Domestic Letters of Credit, repay or to amend, extend, renew or replace any Open Ended Bank Guarantees, Alternative Borrowing or Domestic Letters of Credit, unless it is in form and reborrow hereundersubstance acceptable to Lender. All sums advanced hereunder in respect of the Revolving Loan, together with all accrued but unpaid interest thereon, The Alternative Borrowing shall be due guaranteed by Borrower’s Guaranty dated December 23, 2010 (as amended), and payable the reference therein to the Loan in full on the Termination Dateprincipal amount of $35,000,000.00 shall be deemed amended to the $40,000,000.00 Revolving Loan described herein.

Revolving Loan. Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Bank agrees to lend to Borrower for working capital and general corporate purposes, on a revolving basis from time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder (the “Revolving Loan”); provided, however, the total principal amount outstanding at any time shall not exceed the lesser of (referred to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up to the sum of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”). The Availability under the Revolving Loan shall be reduced by (a) amounts outstanding under the Revolving Loan and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount outstanding under the Revolving Loan shall exceed the Availability, Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Lender agrees to make loans (the “Revolving Credit Loans”) to Borrower at Borrower’s request from time to time during the term of this Agreement in an aggregate amount outstanding at any time for all Revolving Credit Loans not exceeding the following (as further adjusted pursuant to this Section 1.1(a), the “Maximum Amount”): the lesser of (i) the Lender’s Revolving Commitment and (ii) the Formula Amount. Lender may create and maintain additional reserves with respect to the Maximum Amount from time to time based on such credit and collateral considerations as Lender may deem appropriate in the reasonable good faith judgment of the Lender. Borrower may borrow, repay prepay (in whole or in part), and reborrow hereunderRevolving Credit Loans; provided that the principal amount of all Revolving Credit Loans outstanding at any one time will not exceed the Maximum Amount. All sums advanced hereunder If the amount of Revolving Credit Loans outstanding at any time exceeds the Maximum Amount, Borrower will immediately pay the amount of such excess to Lender in respect cash. In the event Borrower fails to pay such excess, Lender may, in its discretion, setoff such amount against any Borrower’s accounts at Lender. The Revolving Credit Loans will be evidenced by the Fifth Amended and Restated Revolving Note of Borrower dated as of the date hereof and all amendments, extensions and renewals thereto and restatements and replacements thereof (“Revolving Credit Note”). The proceeds of the Revolving LoanCredit Loans will be used after the Closing Date for working capital and other general business purposes; provided, together with all accrued but unpaid interest thereonhowever, shall be due and payable in full on the Termination DateBorrower may not use the proceeds of the Revolving Credit Loans to repay the Subordinated Indebtedness.

Revolving Loan. Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Bank agrees to lend to Borrower for working capital and general corporate purposes, on a revolving basis from time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 2003 (the “"Termination Date”"), such amounts as Borrower may request hereunder (the “"Revolving Loan”"); provided, however, the total principal amount outstanding at any time shall not exceed the lesser of (referred to herein as the “"Availability”") (a) an amount (the “"Borrowing Base”") up to the sum of (i) 80% of Borrower’s 's Eligible Accounts (as hereinafter defined), plus (ii) 5030% of Borrower’s 's Eligible Inventory, plus (iii) 25% of Borrower’s 's Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, Inventory minus (iv) the Reserve, or (b) $10,000,000 12,500,000 (the “"Committed Sum”"). The Availability under the Revolving Loan shall be reduced by (ai) amounts outstanding under the EXIM Facility and the Revolving Loan Loan, and (bii) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount outstanding under the Revolving Loan shall exceed the Availability, Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All sums advanced hereunder in respect of the Revolving Loan, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Termination Date.

Revolving Loan. Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Bank agrees to lend to Borrower for working capital and general corporate purposes, on a revolving basis from time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder (the “Revolving Loan”); provided, however, the total principal amount outstanding at any time shall not exceed the lesser of (referred to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up to the sum of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”). The Availability under the Revolving Loan shall be reduced by (a) amounts outstanding under the Revolving Loan and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount outstanding under the Revolving Loan shall exceed the Availability, Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Lender agrees to make loans (the “Revolving Credit Loans”) to Borrower at Borrower’s request from time to time during the term of this Agreement in an aggregate amount outstanding at any time for all Revolving Credit Loans not exceeding the following (as further adjusted pursuant to this Section 1.1(a), the “Maximum Amount”): the lesser of (i) the Lender’s Revolving Commitment and (ii) the Formula Amount. Lender may create and maintain additional reserves with respect to the Maximum Amount from time to time based on such credit and collateral considerations as Lender may deem appropriate in the reasonable good faith judgment of the Lender. Borrower may borrow, repay prepay (in whole or in part), and reborrow hereunderRevolving Credit Loans; provided that the principal amount of all Revolving Credit Loans outstanding at any one time will not exceed the Maximum Amount. All sums advanced hereunder If the amount of Revolving Credit Loans outstanding at any time exceeds the Maximum Amount, Borrower will immediately pay the amount of such excess to Lender in respect cash. In the event Borrower fails to pay such excess, Lender may, in its discretion, setoff such amount against any Borrower’s accounts at Lender. The Revolving Credit Loans will be evidenced by the Third Amended and Restated Revolving Note of Borrower of even date herewith and all amendments, extensions and renewals thereto and restatements and replacements thereof (“Revolving Credit Note”). The proceeds of the Revolving LoanCredit Loans will be used after the Closing Date for working capital and other general business purposes; provided, together with all accrued but unpaid interest thereonhowever, shall be due and payable in full on the Termination DateBorrower may not use the proceeds of the Revolving Credit Loans to repay the Subordinated Indebtedness.

Revolving Loan. Subject to The Lending Shareholders hereby establish a Revolving Loan (herein so called) in favor of Company on the terms and conditions set forth in this Loan Agreement and the other Loan Documents, Bank agrees to lend to Borrower for working capital and general corporate purposes, on a revolving basis from time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder (the “Revolving Loan”); provided, however, the total hereof. The aggregate outstanding principal amount outstanding of the Revolving Loan at any one time shall not exceed the lesser of $1,000,000.00 (referred to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up to the sum of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”"Maximum Revolving Loan Amount"). The Availability under Each Lending Shareholder shall make that percentage of the Revolving Loan shall be reduced by set forth opposite such Lending Shareholder's signature hereto (a) amounts outstanding under the Revolving Loan and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount outstanding under the Revolving Loan shall exceed the Availability, Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon"Lending Shareholder's Commitment"). Subject to the terms of this Agreement, so long as Company is not in default hereunder at the time of the Company's request, the Company may borrow and conditions hereofthe Lending Shareholders shall advance, Borrower up to the aggregate Maximum Revolving Loan Amount, their proportionate part of such requested advance that is equal to the requested amount of the advance multiplied times such Lending Shareholder's Commitment. This loan shall be a revolving loan, provided, at no time shall the outstanding principal balances of the Revolving Notes exceed the Maximum Revolving Loan Amount. As the Company repays advances made by Lending Shareholders, such amounts may borrowbe reborrowed, repay and reborrow hereunderin whole or in part, until January 15, 2002. All sums advanced hereunder in respect At the time of each advance under the Revolving Loan, together Company shall execute and deliver a Revolving Note (herein so called) to each Lending Shareholder, payable to the order of each Lending Shareholder for the amount of its loan to Company. Each such Revolving Note shall be in the form of Exhibit "A-1" attached hereto, with all accrued but unpaid interest thereonblanks suitably filled, shall be due dated the date of the borrowing, and payable shall mature on or before January 15, 2002. The rate of interest before maturity shall be at a rate equivalent to the rate described by Chase Manhattan Bank as its prime rate in full effect from time to time (computed on a 365-day basis) ("Prime Rate"). All renewals, extensions, modifications and rearrangements of the Termination DateRevolving Notes, if any, shall be deemed to be made pursuant to this Agreement, and accordingly, shall be subject to the terms and provisions hereof and the Company shall be deemed to have ratified as of such renewal, extension, modification or rearrangement date, all of the representations, covenants and agreements herein set forth.

Revolving Loan. Subject to On the terms and subject to the conditions set forth contained in this Loan Agreement and the other Loan DocumentsAgreement, Bank Lender agrees to lend make revolving advances to Borrower for working capital and general corporate purposes(each, on a revolving basis "Revolving Advance") from time to time on any Business Day during the period commencing on from the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (until the “Revolving Loan Termination Date”), such amounts as Borrower may request hereunder (the “Revolving Loan”); provided, however, the total Date in an aggregate principal amount outstanding at any time shall outstanding for all such Revolving Advances not to exceed the lesser Revolving Commitment. Each borrowing of a Revolving Advance (referred other than a Revolving Advance made on the Amendment Closing Date) shall be made on notice (substantially in the form of Exhibit B hereto) given by Borrower to herein as Lender not later than 9:00 a.m. (prevailing Chicago time) not less than five (5) Business Days prior to the “Availability”) (a) date of such proposed borrowing. On the Amendment Closing Date, Borrower shall make a borrowing of a Revolving Advance in an amount not less than $750,000. Thereafter, each borrowing of a Revolving Advance shall be in an aggregate amount of not less than $200,000 and in increments of $50,000. Borrower may not borrow more than two (2) Revolving Advances in any calendar month. On and after the “Borrowing Base”Amendment Closing Date, the proceeds of each Revolving Advance shall be used solely to pay (i) fees, expenses and other amounts due hereunder, (ii) operating expenses incurred by Borrower in the ordinary course of business after the Amendment Closing Date, (ii) accounts payable that (A) were incurred by Borrower in the ordinary course of business prior to the Amendment Closing Date, (B) are owed to Persons that are not Affiliates of Borrower and (C) were incurred in accordance with the Cash Flow Forecast, and (iii) up to $350,000 of additional Borrower's accounts payable payables owed by the sum of (i) 80% of Borrower’s Eligible Accounts (Borrower to radio stations for media purchases outstanding as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”). The Availability under the Revolving Loan shall be reduced by (a) amounts outstanding under the Revolving Loan and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount outstanding under the Revolving Loan shall exceed the Availability, Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereonAmendment Closing Date. Subject to the terms and conditions hereofcontained in this Loan Agreement, the Revolving Loan repaid may be reborrowed by Borrower may borrow, under this Section 2.1(b). Borrower shall repay and reborrow hereunder. All sums advanced hereunder in respect the entire unpaid principal amount of the Revolving Loan, together with all accrued but unpaid plus any fees and interest thereon, shall be due and payable in full on the Revolving Loan Termination Date."

Revolving Loan. Subject Under and subject to the terms and -------------- conditions set forth in of this Loan Agreement and within the other Revolving Loan Documents, Bank agrees to lend to Limit and as requested by an authorized officer of Borrower for working capital and general corporate purposes, on a revolving basis from time to time during the period commencing on the date hereof and continuing through and but not including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder (the “Revolving Loan”); provided, however, the total principal amount outstanding at any time shall not exceed the lesser of (referred to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up to the sum of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”). The Availability under the Revolving Loan shall be reduced by Termination Date, Bank hereby establishes a Revolving Loan facility (athe "Revolving Loan") amounts outstanding under pursuant to which Bank will from time to time make cash advances to and issue Letters of Credit for the account of Borrower. Unless sooner terminated pursuant to any other provision of this Agreement, the Revolving Loan will terminate and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate entire principal amount outstanding under the Revolving Loan shall exceed the Availability, Borrower agrees to immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All sums advanced hereunder in respect balance of the Revolving Loan, together with all unpaid accrued but unpaid interest thereon, shall be due and payable in full repaid on the Revolving Loan Termination Date, without notice or demand. This shall include, as to Letters of Credit outstanding on the Revolving Loan Termination Date, payment by Borrower to Bank on the Revolving Loan Termination Date of cash or cash equivalents acceptable to Bank in an amount equal to the face amount of all outstanding Letters of Credit. Each advance under the Revolving Loan shall be made or issued following the giving of notice by an authorized officer of Borrower to Bank (which notice shall, subject to the provisions of Sections 2.04(A)(v) and 2.11 hereof, be given not later than one (1) Business Day preceding the Business Day on which such cash advance is required and not later than three (3) Business Days preceding the Business Day on which such Letter of Credit is required), specifying the date of borrowing and the amount thereof. Subject to the provisions of Section 2.04(B)(2)(iii) hereof, cash advance shall be in multiples of $1,000.00. Requests for advances may be made via telecopy or telephonically, and Bank shall be fully justified in relying thereon. Upon fulfillment of all applicable conditions to such advance set forth herein, Bank will make such funds available to the Borrower at Bank's main office by depositing same in Borrower's deposit account with Bank or issuing such Letter of Credit. The outstanding principal balance under the Revolving Loan may fluctuate from time to time, to be reduced by repayments made by Borrower, to be increased by future loans, advances and extensions of credit which may be made by Bank, to or for the benefit of Borrower.

Revolving Loan. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth in this Loan Agreement and the other Loan Documentsforth, Bank Lender agrees to lend to Borrower for working capital and general corporate purposes, on extend a revolving basis from time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder credit loan (the “Revolving Loan”)) to the Borrower by making loans to the Borrower on a revolving basis on any one or more Business Days prior to the Maturity Date, up to an aggregate principal amount not exceeding the Revolving Loan Available Amount on such Business Day. Within such limits and during such period and subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow the Revolving Loan. Subject to Section 2.3 hereof, loans extended with respect to the Revolving Loan shall be comprised of Revolving Base Rate Loans and/or Revolving LIBOR Rate Loans as selected by the Borrower; provided, however, during the total principal amount outstanding at any time Forbearance Period, the Parties acknowledge and agree that only Revolving LIBOR Rate Loans shall not exceed the lesser of (referred be available to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up to the sum of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”). The Availability under the Revolving Loan shall be reduced by (a) amounts outstanding under the Revolving Loan and (b) the outstanding Letter of Credit Liabilities. If at any time the aggregate principal amount outstanding under the Revolving Loan Commitment shall not, at any time, exceed the AvailabilityBorrowing Base. If at any time the principal amount outstanding under the Revolving Loan Commitment exceeds the Borrowing Base, Borrower agrees to immediately repay to Bank then the amount of such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All sums advanced hereunder in respect of the Revolving Loan, together with all accrued but unpaid interest thereon, shall be immediately due and payable in full on by the Termination DateBorrower to the Lender.”

Revolving Loan. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth in this Loan Agreement and the other Loan Documentsforth, Bank Lender agrees to lend to Borrower for working capital and general corporate purposes, on extend a revolving basis from time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder credit loan (the “Revolving Loan”); provided) to the Borrower by making loans to the Borrower on a revolving basis on any one or more Business Days prior to the Maturity Date, howeverup to an aggregate principal amount not exceeding the Revolving Loan Available Amount on such Business Day. Within such limits and during such period and subject to the terms and conditions of this Agreement, the total principal amount outstanding at any time shall not exceed Borrower may borrow, repay and reborrow the lesser of (referred Revolving Loan. Subject to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up Section 2.3 hereof, loans extended with respect to the sum of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”). The Availability under the Revolving Loan shall be reduced comprised of Revolving Base Rate Loans and/or Revolving LIBOR Rate Loans as selected by (a) amounts outstanding under the Revolving Loan and (b) the outstanding Letter of Credit LiabilitiesBorrower. If at any time the aggregate The principal amount outstanding under the Revolving Loan Commitment shall not, at any time, exceed the AvailabilityBorrowing Base. If at any time the principal amount outstanding under the Revolving Loan Commitment exceeds the Borrowing Base, Borrower agrees to immediately repay to Bank then the amount of such excess amount, plus all accrued but unpaid interest thereon. Subject shall be immediately due and payable by the Borrower to the terms Lender. Notwithstanding the foregoing, the parties have agreed until December 31, 2008 Borrower may, request and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All sums advanced hereunder in respect obtain Five Million Dollars ($5,000,000.00) of the Revolving LoanLoan Commitment without the requirement of sufficient Borrowing Base; provided, together with all accrued but unpaid interest thereonhowever, any request for funds under the Revolving Loan Commitment above Five Million Dollars ($5,000,000.00) of principal, outstanding at any time, shall not exceed the then available Borrowing Base. For purposes of illustration, should Borrower request an additional Seven Million Dollars ($7,000,000.00) under the Revolving Loan Commitment, Borrower shall be due and payable in full on required to document to Lender a Borrowing Base of Seven Million Dollars, to receive the Termination Daterequested funds.”

Revolving Loan. Subject to the terms and conditions set forth in of this Loan Agreement and the other Loan DocumentsAgreement, Bank agrees to lend will make advances to Borrower for working capital at Borrower’s request in an aggregate principal amount at any one time outstanding not to exceed, together with the aggregate undrawn face amount of all commercial or standby letters of credit (“L/Cs”) issued by Bank at Borrower’s request and general corporate purposesoutstanding at such time, on a revolving basis from the lesser of (a) $3,500,000 and (b) the Borrowing Base at such time to time during the period commencing on the date hereof and continuing through and including 11:00 a.m. (Dallas, Texas time) on September 29, 2004 (the “Termination Date”), such amounts as Borrower may request hereunder (the “Revolving Loan”); provided. Such advances shall be used only to support Borrower’s working-capital needs. Borrower may borrow, howeverrepay and reborrow all or any part of the Revolving Loan, the total principal amount outstanding at any time shall not exceed the lesser of (referred to herein as the “Availability”) (a) an amount (the “Borrowing Base”) up subject to the sum terms of (i) 80% of Borrower’s Eligible Accounts (as hereinafter defined), plus (ii) 50% of Borrower’s Eligible Inventory, plus (iii) 25% of Borrower’s Eligible Raw Material Inventory, plus (iv) 30% of the book value (i.e. adjusted for depreciation, in such amount as approved by Lender) of Borrower’s equipment, minus (iv) the Reserve, or (b) $10,000,000 (the “Committed Sum”)this Agreement. The Availability under Interest on the Revolving Loan shall be reduced by (a) payable monthly on the last day of each month, commencing on January 31, 2014. All advances must be requested not later than December 31, 2015, on which date all unpaid principal of and accrued but unpaid interest on the Revolving Loan shall be due and payable. Bank shall enter each amount borrowed and repaid in Bank’s records, and such entries shall be deemed correct. The omission of Bank to make any such entry shall not discharge Borrower from Borrower’s obligation to repay in full with interest all amounts outstanding borrowed under the Revolving Loan and (b) the outstanding Letter of Credit LiabilitiesLoan. If at any time the aggregate outstanding principal amount outstanding of Borrower’s obligations to Bank under the Revolving Loan shall exceed Loan, including obligations in respect of drawn and undrawn L/Cs, exceeds the Availabilityamount permitted above, Borrower agrees to shall immediately repay to Bank such excess amount, plus all accrued but unpaid interest thereon. Subject to the terms and conditions hereof, Borrower may borrow, repay and reborrow hereunder. All sums advanced hereunder in respect of the Revolving Loan, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Termination Dateexcess.