Common use of Term Loan A Clause in Contracts

Term Loan A. Subject to the terms and conditions of the Original Loan Agreement, on the Original Closing Date, Lender made a term loan (the "Term Loan A") to Borrower in an amount equal to $22,000,000, of which the aggregate outstanding principal amount on the Closing Date is the Term Loan A Amount. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, on the Closing Date, Original Term Loan A shall automatically, and without any action on the part of any Person, be deemed to be converted into and a part of Term Loan A under this Agreement. The Term Loan A shall be repaid on the following dates and in the following amounts: ------------------------------------------------------ Date Installment Amount ------------------------------------------------------ October 1, 2003 $ 1,250,000 ------------------------------------------------------ January 1, 2004 $ 1,250,000 ------------------------------------------------------ April 1, 2004 $ 1,250,000 ------------------------------------------------------ Maturity Date $12,000,000 ------------------------------------------------------ In addition, if, at any time or for any reason, the aggregate amount of Borrower's Collections with respect to the Accounts for the preceding 105-Business Day period is less than the outstanding principal amount of the Term Loan A at such time (such difference, the "Term Loan A Deficiency"), then Borrower shall immediately pay to Lender, in cash, the amount of such Term Loan A Deficiency, which amount shall be used by Lender to reduce the principal amount of the Term Loan A. The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan A shall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan A shall constitute Obligations. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, Borrower shall not, and shall not cause any other Person to, voluntarily prepay, retire, redeem, purchase, repay, defease or exchange, or make any deposits or segregation of funds in respect of (collectively, "Prepay"), any principal in respect of the Term Loan A, subject to Section 3.6 and except as set forth in the amortization table above and as follows: (i) during the period from and including the Original Closing Date up to the one-year anniversary of the Original Closing Date (such period, "Year 1"), Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 1 Prepayment Limit") not to exceed $3,000,000; (ii) during the period from and including the one-year anniversary of the Original Closing Date up to the two-year anniversary of the Original Closing Date (such period, "Year 2"), Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 2 Prepayment Limit") not to exceed $6,000,000 minus the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1; (iii) during the period from and including the two-year anniversary of the Original Closing Date up to the three-year anniversary of the Original Closing Date, Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 3 Prepayment Limit") not to exceed $8,000,000 minus the sum of the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1 and Year 2; provided, that Borrower may elect to exceed the Year 3 Prepayment Limit, but in such event Borrower shall pay a prepayment premium in an amount equal to the greater of (I) $120,000 or (II) the Applicable Prepayment Premium otherwise due hereunder; and (iv) during the period from and including the three-year anniversary of the Original Closing Date to the Maturity Date, there shall be no restrictions on the amount of principal in respect of the Term Loan A that Borrower may Prepay.

Term Loan A. Subject to On the terms and conditions of the Original Loan Agreement, on the Original Closing Date, Lender the Lenders made a term loan (the "Term Loan A") to Borrower an advance, each in an amount equal to $22,000,000, of which the aggregate outstanding principal amount on the Closing Date is the their respective Term Loan A Amount. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, Commitments on the Closing Date, Original Term Loan A shall automatically, and without any action on of a term loan to the part of any Person, be deemed Borrower in Dollars in an aggregate principal amount equal to be converted into and a part of Term Loan A under this AgreementSeventy-Five Million Dollars ($75,000,000) (the “Closing Date Advance”). The Term Loan A shall be repaid on Immediately prior to the following dates and in the following amounts: ------------------------------------------------------ Date Installment Amount ------------------------------------------------------ October 1, 2003 $ 1,250,000 ------------------------------------------------------ January 1, 2004 $ 1,250,000 ------------------------------------------------------ April 1, 2004 $ 1,250,000 ------------------------------------------------------ Maturity Date $12,000,000 ------------------------------------------------------ In addition, if, at any time or for any reasonFifth Amendment Effective Date, the aggregate amount of Borrower's Collections with respect to the Accounts for the preceding 105-Business Day period is less than the outstanding principal amount of the Term Loan A at such time was Fifty-Six Million Two-Hundred Fifty Thousand Dollars (such difference$56,250,000). Subject to the terms and conditions set forth herein, the "Lenders agree to make an additional advance, each in an amount equal to their respective Term Loan A Deficiency"Commitments on the Fifth Amendment Effective Date, under such term loan to the Borrowers in Dollars on the Fifth Amendment Effective Date in an aggregate principal amount, advanced on the Fifth Amendment Effective Date, equal to Thirteen Million Seven-Hundred Fifty Thousand Dollars ($13,750,000) (such additional advance, together with the Closing Date Advance, collectively, the “Term Loan A”), then Borrower shall immediately pay to Lender, in cash, such that the amount of such Term Loan A Deficiency, which amount shall be used by Lender to reduce the aggregate outstanding principal amount of the Term Loan A. A, as of the Fifth Amendment Effective Date (immediately after giving effect to the advance thereunder on the Fifth Amendment Effective Date), shall be Seventy Million Dollars ($70,000,000). The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan A shall be due and payable on the date may, from time to time, consist of termination of this AgreementBase Rate Loans, whether by its terms, by prepaymentAdjusted LIBOR Rate Loans, or by acceleration. All amounts outstanding under a combination thereof, as the Term Loan A shall constitute ObligationsBorrower may request. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Credit Document, Borrower shall notthe execution and delivery of the Fifth Amendment by the Borrower, and shall not cause any other Person to, voluntarily prepay, retire, redeem, purchase, repay, defease or exchange, or make any deposits or segregation the satisfaction of funds in respect of (collectively, "Prepay"), any principal in respect of the Term Loan A, subject to Section 3.6 and except as all conditions precedent set forth in the amortization table above and as follows: (i) during the period from and including the Original Closing Date up to the one-year anniversary Section 5 of the Original Closing Date (such periodFifth Amendment, "Year 1"), Borrower shall be required deemed to pay constitute the principal in respect Borrower’s request to borrow on the Fifth Amendment Effective Date the portion of the Term Loan A in the amount scheduled to be amortized during such period advanced on the Fifth Amendment Effective Date as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 1 Prepayment Limit") not to exceed $3,000,000; (ii) during the period from and including the one-year anniversary of the Original Closing Date up to the two-year anniversary of the Original Closing Date (such period, "Year 2"), Borrower shall be required to pay the principal in respect of Adjusted LIBOR Rate Loans. Amounts repaid on the Term Loan A in the amount scheduled to may not be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 2 Prepayment Limit") not to exceed $6,000,000 minus the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1; (iii) during the period from and including the two-year anniversary of the Original Closing Date up to the three-year anniversary of the Original Closing Date, Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 3 Prepayment Limit") not to exceed $8,000,000 minus the sum of the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1 and Year 2; provided, that Borrower may elect to exceed the Year 3 Prepayment Limit, but in such event Borrower shall pay a prepayment premium in an amount equal to the greater of (I) $120,000 or (II) the Applicable Prepayment Premium otherwise due hereunder; and (iv) during the period from and including the three-year anniversary of the Original Closing Date to the Maturity Date, there shall be no restrictions on the amount of principal in respect of the Term Loan A that Borrower may Prepayreborrowed.

Term Loan A. (i) Subject to the terms and conditions set forth herein, the Lender will make advances of the Original Loan Agreement, on the Original Closing Date, Lender made its Tranche A Commitment Percentage of a term loan (the "“Term Loan A”) in an actually funded amount not to exceed the aggregate Term Loan A Commitment. The Lender intended to disburse Term Loan A in Dollars in equal consecutive monthly installments commencing on January 25, 2023 (the “January Installment”), with the final installment being funded on June 25, 2023. However, the Parties agree that as of the Initial Closing Date, the conditions set forth in Section 5.1 and Section 5.2 (the “Funding Conditions”) have not been satisfied and as an accommodation to the Borrower, the Lender has agreed to fund the first two installments of $10,000,000 that would have been funded on January 25, 2023 and February 25, 2023 into the MSP Operating Account two (2) Business Days after the Initial Closing Date (the “Initial Advance”) prior to such Funding Conditions being satisfied. Other installments of Term Loan A other than the Initial Advance will be funded on the 25th day of each month following the Initial Closing Date (each, a “Funding Date”); provided, that, subject to Section 2.1(a)(iii) below, if on any Funding Date the Borrower has not satisfied the Funding Conditions, Lender shall be under no obligation to disburse any portion of the Term Loan A; provided further that, if the Closing Date occurs on or after March 27, 2023, the Lender hereby agrees that it shall fund on the Closing Date the third installment of $5,000,000 that would have been funded on March 27, 2023 (the "March Installment") so long as the conditions precedent to the Closing Date in Section 5.1 and Section 5.2 (other than Section 5.2(e)) shall have been satisfied; provided further, that no disbursement will be made after the final disbursement on June 25, 2023. The Borrower and Xxxxxxx agree that each such installment actually funded by the Lenders represent 60% of the principal amount of such Loan. Accordingly, the principal amount of each Term Loan A funded under this clause equals such amount actually funded by the Lenders divided by 0.6 and the aggregate principal amount of Term Loan A is the sum of the principal amount of all such Loans. For the avoidance of doubt, on each such borrowing date each Lender shall advance to Borrower in an amount equal to $22,000,000, 60% of which its ratable share of all the aggregate outstanding Loans requested by Borrower as of such date in exchange for Borrower’s obligations to repay in full the principal amount on the Closing Date is the Term Loan A Amount. Subject to of such Loans, plus interest accrued thereon in accordance with the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, on the Closing Date, Original hereof. #200345476_v12 (ii) Term Loan A shall automaticallybe evidenced by one or more secured promissory notes (collectively, and without any action on the part of any Person, be deemed to be converted into and a part of “Term Loan A under this AgreementNote A”) in substantially the form attached hereto as Exhibit 2.1(a). The Term Loan A shall be consist of SOFR Loans. Amounts repaid on the following dates and in Term Loan A may not be reborrowed. For the following amounts: ------------------------------------------------------ Date Installment Amount ------------------------------------------------------ October 1avoidance of doubt, 2003 $ 1,250,000 ------------------------------------------------------ January 1, 2004 $ 1,250,000 ------------------------------------------------------ April 1, 2004 $ 1,250,000 ------------------------------------------------------ Maturity Date $12,000,000 ------------------------------------------------------ In addition, if, at Lender shall not be under any time obligation to fund all or for any reason, the aggregate amount of Borrower's Collections with respect to the Accounts for the preceding 105-Business Day period is less than the outstanding principal amount portion of the Term Loan A at such time (such difference, except for the "Term Loan A Deficiency"), then Borrower shall immediately pay to Lender, in cash, the amount of such Term Loan A DeficiencyInitial Advance, which amount shall be used funded by Lender to reduce the principal amount of the Term Loan A. The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan A shall be due and payable on the date of termination Lenders within two days after execution of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan A shall constitute Obligations. Notwithstanding anything without regards to the contrary contained any conditions in this Agreement Section 4.1 and Section 4.2 hereof or any other Loan Document, conditions) until the Borrower shall not, has satisfied the conditions in Section 4.1 and shall not cause any other Person to, voluntarily prepay, retire, redeem, purchase, repay, defease or exchange, or make any deposits or segregation of funds in respect of Section 4.2 hereof (collectively, "Prepay"), any principal except for Section 5.2(e) in respect of the Term Loan AMarch Installment) and subject always to the terms of Section 2.1(a)(ii). (iii) Notwithstanding the provisions of Section 2.1(a)(i) and Section 2.1(a)(ii), subject to Section 3.6 and except as set forth in the amortization table above event that the conditions in Section 5.1 and as follows: (i) during the period from and including the Original Closing Date up to the one-year anniversary Section 5.2 have been met but any of the Original Closing Date (such periodClaim Filing Milestone, "Year 1")First Milestone or Second Milestone has not been met, Borrower shall be required to pay at the principal in respect request of the Borrower, the Lenders shall fund, on the applicable Funding Date, 50% of the applicable monthly installment of Term Loan A in (except for the amount scheduled to be amortized during such period as set forth in Initial Advance and the table above, and Borrower March Installment which shall be permitted funded in full pursuant to Prepay an additional amount (the "Year 1 Prepayment Limit"Section 2.1(a)(i) not to exceed $3,000,000; (iiabove) during the period from and including the one-year anniversary of the Original Closing Date up to the two-year anniversary of the Original Closing Date (such period, "Year 2"), Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 2 Prepayment Limit") not to exceed $6,000,000 minus the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1; (iii) during the period from and including the two-year anniversary of the Original Closing Date up to the three-year anniversary of the Original Closing Date, Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 3 Prepayment Limit") not to exceed $8,000,000 minus the sum of the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1 and Year 2; provided, that Borrower may elect to exceed the Year 3 Prepayment Limit, but in such event Borrower shall pay a prepayment premium in an amount equal to the greater of (I) $120,000 or (II) the Applicable Prepayment Premium otherwise due hereunder; and (iv) during the period from and including the three-year anniversary of the Original Closing Date to the Maturity Date, there shall be no restrictions on the amount of principal in respect of the Term Loan A that Borrower may PrepayBorrower.

Term Loan A. (a) Subject to the terms terms, covenants and conditions of set forth in the Original Loan AgreementExisting Credit Agreement (as amended and restated herein), Initial Lender made, (i) on the Original Restatement Closing Date, Lender made a term loan to the Initial Borrowers in an original principal amount equal to Eighteen Million Five Hundred Fifty-Nine Thousand Seven Hundred Eight and 87/100 Dollars ($18,559,708.87) and (ii) on October 31, 2007, a term loan to the "Initial Borrowers in an original principal amount equal to Two Million Two Hundred Eighty-Five Thousand and No/100 Dollars ($2,285,000) (collectively, the “Term Loan A") to Borrower in an amount equal to $22,000,000, ”). Amounts of which the aggregate outstanding principal amount on the Closing Date is the Term Loan A Amount. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, on the Closing Date, Original Term Loan A shall automatically, and without any action on the part of any Person, which are repaid or prepaid may not be deemed to be converted into and a part of Term Loan A under this Agreementreborrowed. The Term Loan A shall be repaid on the following dates Borrowers acknowledge and in the following amounts: ------------------------------------------------------ Date Installment Amount ------------------------------------------------------ October 1, 2003 $ 1,250,000 ------------------------------------------------------ January 1, 2004 $ 1,250,000 ------------------------------------------------------ April 1, 2004 $ 1,250,000 ------------------------------------------------------ Maturity Date $12,000,000 ------------------------------------------------------ In addition, if, at any time or for any reason, agree that the aggregate amount of Borrower's Collections with respect to the Accounts for the preceding 105-Business Day period is less than the outstanding principal amount of the Term Loan A at such time as of the date hereof is $17,719,229.51. (such difference, b) The obligation of the "Borrowers to repay to a Lender the portion of the Term Loan A Deficiency"made by such Lender (whether directly or as assignee of another Lender), then Borrower together with interest accruing in connection therewith, shall immediately pay to Lenderbe evidenced by a Term Note A in substantially the form of Exhibit F-3 attached hereto and made a part hereof, issued in cash, the principal amount of such Lender’s portion of the Term Loan A Deficiency, and dated as of the date on which the proceeds of such portion of the Term Loan A are advanced hereunder to or for the account of the Initial Borrowers. The amount of principal owing on any Term Note A at any given time shall be used by Lender to reduce the principal aggregate amount of the Term Loan A evidenced thereby minus all payments of principal theretofore received by the Administrative Agent on such Term Note A. The Interest on each Term Note A shall accrue and be due and payable as provided herein and therein. All outstanding unpaid principal balance and all accrued and but unpaid interest under the on Term Loan A shall be due and payable on the date Maturity Date applicable to the Term Loan A. Borrowers jointly and severally unconditionally promise to pay each Term Note A and the outstanding principal balance of termination the Term Loan A in full on the Maturity Date applicable to the Term Loan A. (c) Initial Borrowers may request that Lenders holding portions of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding the Term Loan A make an additional advance under the Term Loan A in the aggregate amount of up to One Million and No/100, which advance shall constitute Obligationsa portion of the outstanding principal balance of the Term Loan A for all purposes hereunder and under the other Loan Documents (such additional advance of the Term Loan A, the “Additional Term Loan A Advance”). Each Lender shall fund its pro rata share (based on such Lender’s percentage interest of the aggregate outstanding principal balance of the Term Loan A) of the Additional Term Loan A Advance requested by Initial Borrowers by wire transfer to an Operating Account designated by Borrower Representative pursuant to the wire transfer instructions set forth on Section 2.1(c) of Schedule A hereto applicable to such Operating Account. In addition to the foregoing, requests for Additional Term Loan A Advance (and Lenders’ obligations to fund same) shall be subject to the following terms and conditions: (i) no such request shall be made if an Event of Default under any of Sections 7.1(a), 7.1(b), 7.1(c) (with respect to Section 7.1(c), as a result of a breach of Sections 6.2(a), 6.2(f), 6.2(n) or 6.2(o) only), 7.1(g), 7.1(h), 7.1(i) or 7.1(n) has occurred and is continuing or would arise after giving effect to such Additional Term Loan A Advance (and no Lender shall be obligated to fund the Additional Term Loan A Advance if any such Event of Default has occurred and is continuing), (ii) the Additional Term Loan A Advance shall only be funded in one draw of up to $1,000,000 on January 2, 2008, and (iii) a request for an Additional Term Loan A Advance shall be made in writing to Administrative Agent in form and substance reasonably acceptable to Administrative Agent and must be given so as to be received by the Administrative Agent not later than 2:00 p.m. (Chicago time) on the second Business Day prior to the funding date of such proposed Additional Term Loan A Advance in accordance with the immediately preceding clause (ii). Any Lender funding the Additional Term Loan A Advance may request a new Term Note A in order to evidence its funding of such Additional Term Loan A Advance. Lenders’ commitment to fund the Additional Term Loan A Advance hereunder shall immediately and irrevocably terminate on January 2, 2008 (after giving effect to any funding of the Additional Term Loan A Advance on such date in accordance with this Section 2.3(c)) . Notwithstanding anything to the contrary contained in this Agreement or herein, Lenders shall not be obligated to fund the Additional Term Loan A Advance if after giving effect thereto the aggregate outstanding principal balance of the Loan A Advances would exceed the Maximum Aggregate Credit Line A. (d) In addition to any other Loan Document, Borrower shall not, and shall not cause any other Person to, voluntarily prepay, retire, redeem, purchase, repay, defease amounts required to be repaid or exchange, or make any deposits or segregation of funds in respect of (collectively, "Prepay"), any principal in respect of prepaid on the Term Loan A, subject to Section 3.6 and except as set forth in the amortization table above and as follows: (i) during the period from and including the Original Closing Date up A pursuant to the one-year anniversary terms of this Agreement, Borrowers jointly and severally unconditionally agree to repay the Original Closing Date (such period, "Year 1"), Borrower shall be required to pay the outstanding principal in respect balance of the Term Loan A in the amount scheduled twelve (12) equal monthly installments equal to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 1 Prepayment Limit") not to exceed $3,000,000; (ii) during the period from and including the one-year anniversary of the Original Closing Date up to the two-year anniversary of the Original Closing Date (such period, "Year 2"), Borrower shall be required to pay the principal in respect 1/12 of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table aboveAmortization Balance on May 1, 2010 and Borrower shall be permitted to Prepay an additional amount (the "Year 2 Prepayment Limit") not to exceed $6,000,000 minus the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1; (iii) during the period from and including the two-year anniversary of the Original Closing Date up to the three-year anniversary of the Original Closing Date, Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 3 Prepayment Limit") not to exceed $8,000,000 minus the sum of the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1 and Year 2; provided, that Borrower may elect to exceed the Year 3 Prepayment Limit, but in such event Borrower shall pay a prepayment premium in an amount equal to the greater of (I) $120,000 or (II) the Applicable Prepayment Premium otherwise due hereunder; and (iv) during the period from and including the three-year anniversary of the Original Closing Date to the Maturity Date, there shall be no restrictions again on the amount first day of principal in respect of the Term Loan A that Borrower may Prepayeach calendar month thereafter.

Term Loan A. (a) Subject to the terms and conditions of set forth in this Agreement, the Original Loan AgreementLenders shall, on the Original Closing Datedate hereof, Lender made severally, but not jointly, make a term loan to the Borrower (the "Term Loan A") to Borrower in an amount equal to $22,000,000, of which the aggregate outstanding original principal amount on the Closing Date is the Term Loan A Amount. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, on the Closing Date, Original of Seven Million ($7,000,000) Dollars. (b) Term Loan A shall automaticallybe evidenced by, and without any action on repaid in accordance with, two promissory notes of the part of any PersonBorrower, be deemed to be converted into each substantially in the forms attached hereto as Exhibits B-1 and B-2 (each such note a part of "Term Loan A under this AgreementNote"). The Term Loan A Note issued to each Lender shall (i) be repaid executed by the Borrower, (ii) be payable to such Lender and be dated the date hereof, (iii) be in a stated principal amount equal to the Term Loan A Commitment of such Lender and be payable as provided in Section 2.2A(c), (iv) mature on the following dates and Maturity Date, (v) bear interest as provided in the following amounts: ------------------------------------------------------ Date Installment Amount ------------------------------------------------------ October appropriate clause of Section 2.3 in respect of the Base Rate or LIBOR, as the case may be, and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. (c) The Borrower shall make equal quarterly payments under the Term Loan A Notes of principal plus accrued interest in accordance with a fifteen year amortization schedule, commencing April 1, 2003 $ 1,250,000 ------------------------------------------------------ January and continuing on the first Business Day of each succeeding fiscal quarter thereafter through and including September 1, 2004 $ 1,250,000 ------------------------------------------------------ April 1, 2004 $ 1,250,000 ------------------------------------------------------ Maturity Date $12,000,000 ------------------------------------------------------ In addition, if, at any time or for any reason, the aggregate amount of Borrower's Collections with respect to the Accounts for the preceding 105-Business Day period is less than 2005 until the outstanding principal amount of the Term Loan A at such time (such differenceA, together with all interest accrued thereon, has been fully paid, except that if not sooner paid, the "Term Loan A Deficiency")principal amount, then Borrower shall immediately pay to Lender, in cash, the amount of such Term Loan A Deficiency, which amount shall be used by Lender to reduce the principal amount of the Term Loan A. The outstanding unpaid principal balance and together with all accrued and but unpaid interest under the Term Loan A thereon, shall be due and payable on the Maturity Date. (d) The Borrower may prepay any portion of the outstanding principal of Term Loan A, in whole or in part, together with accrued interest to the date of termination such prepayment on the amount prepaid and all amounts required pursuant to Section 2.15, (i) with respect to any principal portion that bears interest with reference to the Base Rate, on any Business Day, without the Make-Whole Premium, and (ii) with respect to any principal portion that bears interest with reference to LIBOR either (1) on the last Business Day of this Agreementthe Interest Period applicable to the portion of Term Loan A being prepaid, whether by its termswithout the Make-Whole Premium or (2) on any other Business Day, by prepayment, or by accelerationtogether with the Make-Whole Premium. All amounts outstanding under the prepayments of Term Loan A shall constitute Obligations. Notwithstanding anything be applied first to payment of the next installment due thereunder and then to the contrary contained in this Agreement or any other Loan Document, Borrower shall not, and shall not cause any other Person to, voluntarily prepay, retire, redeem, purchase, repay, defease or exchange, or make any deposits or segregation of funds in respect of (collectively, "Prepay"), any principal in respect rest of the Term Loan A, subject to Section 3.6 and except as set forth installments thereof in the amortization table above and as follows: (i) during the period from and including the Original Closing Date up to the one-year anniversary inverse order of the Original Closing Date (such period, "Year 1"), Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 1 Prepayment Limit") not to exceed $3,000,000; (ii) during the period from and including the one-year anniversary of the Original Closing Date up to the two-year anniversary of the Original Closing Date (such period, "Year 2"), Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 2 Prepayment Limit") not to exceed $6,000,000 minus the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1; (iii) during the period from and including the two-year anniversary of the Original Closing Date up to the three-year anniversary of the Original Closing Date, Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 3 Prepayment Limit") not to exceed $8,000,000 minus the sum of the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1 and Year 2; provided, that Borrower may elect to exceed the Year 3 Prepayment Limit, but in such event Borrower shall pay a prepayment premium in an amount equal to the greater of (I) $120,000 or (II) the Applicable Prepayment Premium otherwise due hereunder; and (iv) during the period from and including the three-year anniversary of the Original Closing Date to the Maturity Date, there shall be no restrictions on the amount of principal in respect of the Term Loan A that Borrower may Prepaytheir maturity.

Term Loan A. Section 2.2(a) of the Loan Agreement is hereby amended and restated in its entirety to read as follows: (a) Subject to the terms and conditions of the Original Loan this Agreement, on the Original Closing Date, each Lender with an Initial Term Loan A Commitment on the Closing Date made a term loan (collectively, the "“Initial Term Loan A"”) to Borrower Borrowers in an amount equal to such Lender’s Pro Rata Share of $22,000,0007,500,000, $3,925,000 of which the aggregate remains outstanding principal amount on the Closing Date is the Term Loan A AmountFifth Amendment Effective Date. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth hereinof this Agreement, on the Closing Fifth Amendment Effective Date, Original each Lender with a Supplemental Term Loan A Commitment agrees (severally, not jointly or jointly and severally) to make a term loan (collectively, the “Supplemental Term Loan A” and together with the Initial Term Loan A, the “Term Loan A”) to Borrowers in an amount equal to such Lender’s Pro Rata Share of $6,075,000. Each of the Initial Term Loan A and the Supplemental Term Loan A shall automatically, and without any action on the be considered part of the Term Loan A for all purposes of the Loan Agreement and all Loan Documents and any Person, reference to the “Term Loan A” in the Loan Agreement or in any other Loan Document shall be deemed to be converted into and a part of include both the Initial Term Loan A under this Agreementand the Supplemental Term Loan A made by such Lenders to Borrowers. The Term Loan A shall be repaid in consecutive monthly installments, each in a principal amount equal to (i) for the period from the Closing Date through the second anniversary of the Closing Date, $62,500, (ii) for the period from the second anniversary of the Closing Date up to, but not including the Fifth Amendment Effective Date, $100,000, and (iii) for the period from the Fifth Amendment Effective Date and thereafter, $166,667, in each case, on the following dates and first day of each month, commencing on May 1, 2003; provided that the last such installment shall be in the following amounts: ------------------------------------------------------ Date Installment Amount ------------------------------------------------------ October 1, 2003 $ 1,250,000 ------------------------------------------------------ January 1, 2004 $ 1,250,000 ------------------------------------------------------ April 1, 2004 $ 1,250,000 ------------------------------------------------------ Maturity Date $12,000,000 ------------------------------------------------------ In addition, if, at any time or for any reason, amount necessary to repay in full the aggregate amount of Borrower's Collections with respect to the Accounts for the preceding 105-Business Day period is less than the outstanding principal amount of the Term Loan A at such time (such difference, the "Term Loan A Deficiency"), then Borrower shall immediately pay to Lender, in cash, the amount of such Term Loan A Deficiency, which amount shall be used by Lender to reduce the unpaid principal amount of the Term Loan A. Subject to Section 3.6, Borrowers may at any time prepay all or a portion of the Term Loan A. Each such prepayment of the Term Loan A shall be applied against the remaining installments of principal thereof in the inverse order of maturity. The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan A shall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan A shall constitute Obligations. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, Borrower shall not, and shall not cause any other Person to, voluntarily prepay, retire, redeem, purchase, repay, defease or exchange, or make any deposits or segregation of funds in respect of (collectively, "Prepay"), any Any principal in respect of the Term Loan A, subject to Section 3.6 and except as set forth in the amortization table above and as follows: (i) during the period from and including the Original Closing Date up to the one-year anniversary of the Original Closing Date (such period, "Year 1"), Borrower shall be required to pay the principal in respect amount of the Term Loan A in the amount scheduled to repaid or prepaid may not be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 1 Prepayment Limit") not to exceed $3,000,000; (ii) during the period from and including the one-year anniversary of the Original Closing Date up to the two-year anniversary of the Original Closing Date (such period, "Year 2"), Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 2 Prepayment Limit") not to exceed $6,000,000 minus the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1; (iii) during the period from and including the two-year anniversary of the Original Closing Date up to the three-year anniversary of the Original Closing Date, Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 3 Prepayment Limit") not to exceed $8,000,000 minus the sum of the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1 and Year 2; provided, that Borrower may elect to exceed the Year 3 Prepayment Limit, but in such event Borrower shall pay a prepayment premium in an amount equal to the greater of (I) $120,000 or (II) the Applicable Prepayment Premium otherwise due hereunder; and (iv) during the period from and including the three-year anniversary of the Original Closing Date to the Maturity Date, there shall be no restrictions on the amount of principal in respect of the Term Loan A that Borrower may Prepayreborrowed.”

Term Loan A. Subject to the terms and conditions As set forth in Section 1.2.1 of the Original Amended and Restated Loan Agreement, on the Original Closing Date, Lender made a certain term loans to Borrower's predecessors-in-interest were consolidated into one term loan (the "Amended and Restated Term Loan"). As of the Closing Date the principal balance of the Amended and Restated Term Loan Ais $10,666,000. On the Closing Date, each Lender shall be deemed to have purchased from FCC an interest in the Amended and Restated Term Loan equal to the amount set forth below such Lender's name on the signature pages hereof (such Lender's "Amended and Restated Term Loan Commitment"). On the Closing Date, subject to the fulfillment or waiver of all conditions precedent to the effectiveness of this Agreement, each Lender shall make new term loans (collectively the "Second Amended and Restated Term Loan") to Borrower in an amount equal to $22,000,000, of which the aggregate outstanding principal amount set forth below such Lender's name on the Closing Date signature pages hereof (such Lender's "Second Amended and Restated Term Loan Commitment"). The aggregate amount of each Lender's Amended and Restated Term Loan Commitment and Second Amended and Restated Term Loan Commitment is the hereinafter referred to as such Lender's "Term Loan A AmountCommitment". Subject The percentage equal to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, on the Closing Date, Original quotient of (x) each Lender's Term Loan A shall automaticallyCommitment, and without any action on divided by (y) the part aggregate of any Person, be deemed to be converted into and a part of all Term Loan A under this Agreement. Commitments, is such Lender's "Term A Loan Percentage." The Term Loan A shall be repaid on the following dates and in the following amounts: ------------------------------------------------------ Date Installment Amount ------------------------------------------------------ October 1, 2003 $ 1,250,000 ------------------------------------------------------ January 1, 2004 $ 1,250,000 ------------------------------------------------------ April 1, 2004 $ 1,250,000 ------------------------------------------------------ Maturity Date $12,000,000 ------------------------------------------------------ In addition, if, at any time or for any reason, the aggregate amount of Borrower's Collections with respect to the Accounts for the preceding 105-Business Day period is less than the outstanding principal amount of the Term Loan A at such time Commitments is Thirty-Five Million Dollars (such difference, $35,000,000). The Amended and Restated Term Loan and the Second Amended and Restated Term Loan Commitments are sometimes hereinafter referred to as "Term Loan A Deficiency"), then Borrower shall immediately pay to Lender, in cash, the amount of such Term Loan A Deficiency, which amount shall be used by Lender to reduce the principal amount of the Term Loan A. The outstanding unpaid principal balance and all accrued and unpaid interest under the A." Term Loan A shall be due evidenced by promissory notes to be executed and payable delivered by Borrower to Lenders on the date Closing Date, the form of termination which is attached hereto and made a part hereof as Exhibit A-2 ("Term Note(s)A"), shall bear interest as specified in Section 2.1 and shall be repayable in accordance with the terms of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Notes A. The proceeds of Term Loan A shall constitute Obligations. Notwithstanding anything to be used by Borrower, solely for purposes for which the contrary contained in this Agreement or any other Loan Document, Borrower shall not, and shall not cause any other Person to, voluntarily prepay, retire, redeem, purchase, repay, defease or exchange, or make any deposits or segregation of funds in respect of (collectively, "Prepay"), any principal in respect proceeds of the Term Loan A, subject to Section 3.6 and except as set forth in the amortization table above and as follows: (i) during the period from and including the Original Closing Date up to the one-year anniversary of the Original Closing Date (such period, "Year 1"), Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled Revolving Credit Loans are authorized to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 1 Prepayment Limit") not to exceed $3,000,000; (ii) during the period from and including the one-year anniversary of the Original Closing Date up to the two-year anniversary of the Original Closing Date (such period, "Year 2"), Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 2 Prepayment Limit") not to exceed $6,000,000 minus the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1; (iii) during the period from and including the two-year anniversary of the Original Closing Date up to the three-year anniversary of the Original Closing Date, Borrower shall be required to pay the principal in respect of the Term Loan A in the amount scheduled to be amortized during such period as set forth in the table above, and Borrower shall be permitted to Prepay an additional amount (the "Year 3 Prepayment Limit") not to exceed $8,000,000 minus the sum of the amount of the principal in respect of the Term Loan A actually Prepayed (i.e., in excess of the amount scheduled to be amortized) by Borrower during Year 1 and Year 2; provided, that Borrower may elect to exceed the Year 3 Prepayment Limit, but in such event Borrower shall pay a prepayment premium in an amount equal to the greater of (I) $120,000 or (II) the Applicable Prepayment Premium otherwise due hereunder; and (iv) during the period from and including the three-year anniversary of the Original Closing Date to the Maturity Date, there shall be no restrictions on the amount of principal in respect of the Term Loan A that Borrower may Prepayused.