Common use of Term Loan Clause in Contracts

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) The Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.

Term Loan. (a) On the terms and Closing Date, subject to the fulfillment of all conditions precedent set forth in this AgreementArticle XIV, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) agrees to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize make the Term Loan over twenty (20) years to Borrower, the proceeds from which shall be paid used by Borrower to pay in full all of the obligations of Borrower or any Subsidiary under (i) the Loan and Security Agreement (the "Wachovia Agreement") dated May 10, 2001, by and between Borrower and Wachovia Capital Investments, Inc. ("WCI") and (ii) that certain promissory note dated July 19, 2000, issued by Borrower in consecutive monthly installments favor of Omnicom Finance and in the original principal amount of $10,000,000.00 as set forth on amended from time to time (the schedule below "Omnicom Note") and that certain Amended and Restated Credit Agreement (which schedule may be supplemented the "Omnicom Agreement") dated as of February 27, ----------------- 2001, by Agent and between Borrower and Omnicom, as amended to account for additional monthly payments until date. The Debt arising from the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance making of the Term Loan shall be immediately due evidenced by the Term Note, which shall be executed by Borrower and payable, together with any remaining accrued interest thereon, delivered to Lenders Lender on the Closing Date. The applicable principal amount of the Term Note shall be repaid by Borrower. (b) Borrower on the applicable Termination Date. The Term Loan Note shall be evidenced by one or more promissory notes (hereinafterbear interest at the Applicable Rate, as calculated and payable in the same may be amendedmanner described in Section 2.2(a), restated, supplemented or otherwise modified from the date thereof on the unpaid principal amount thereof from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “time outstanding. The Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the BorrowerNote may be prepaid, in form whole or in part, by Borrower at any time or from time to time hereafter; provided, however, that, any partial prepayment of the Term Note shall be in a minimum amount of $500,000 and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order integral multiples of each $100,000 in excess thereof and shall be applied by Lender in the principal amount inverse order of the maturities of such Lender’s principal installments of the Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATENote then remaining to be paid.

Term Loan. (a) On Subject to the terms and subject to the conditions set forth in of this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the LendersLender, severally and for itself alonenot jointly, extend in one (1) advance will make a term loan to Borrowers in the amount equal to such Lender’s Term Loan Commitment Percentage of $35,000,000 (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the The Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth advanced on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)Closing Date and shall be, each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment withas of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Second Amendment Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due is $26,250,000. With respect to principal, the Term Loan is payable on and payableafter the Second Amendment Date as follows, together with any remaining subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: consecutive equal quarterly installments of principal each in an amount equal to (x) $1,750,0001,000,000 on the Second Amendment Date, (y) $1,000,000 commencing July 1, 2022, and continuing on the first day of each quarter thereafter through and including January 1, 20212024, and (z) $1,520,833.34 commencing April 1, 2024, and continuing on the first day of each quarter thereafter during the remainder of the Term followed by a final payment on the last day of the Term of all unpaid principal, accrued and unpaid interest thereon, to Lenders by Borrower. (b) and all unpaid fees and expenses. The Term Loan shall be evidenced by one or more secured promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to ”) in substantially the form attached hereto as the “Exhibit 2.3. The Term Loan Notes”may consist of Domestic Rate Loans or LIBORTerm SOFR Rate Loans, or a combination thereof, as Borrowing Agent may request; and in the event that Borrowers desire to obtain or extend any portion of the Term Loan as a LIBORTerm SOFR Rate Loan or to convert any portion of the Term Loan from a Domestic Rate Loan to a LIBORTerm SOFR Rate Loan, Borrowing [PHI Group] Revolving Credit, Term Loan and Security Agreement Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (i) shall apply. In the event the outstanding principal balance of the Term Loans at such time exceeds forty percent (40%) of the net orderly liquidation value of the Aircraft Collateral (as so determined pursuant to an appraisal performed pursuant to Section 4.7), duly executed and delivered by then, promptly upon Agent’s demand for same, Borrowers shall make a mandatory prepayment of the Borrower, outstanding principal installments of the Term Loan in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the inverse order of each Lender in the principal amount of maturities thereof so as to eliminate such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEexcess.

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each the Lender shall, immediately following the execution of this Agreement by the Borrower, Agent Borrower and the Lenders, severally and for itself aloneLender, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to Twenty-One Hundred Five Million and No/100 Dollars ($105,000,000.0021,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize The principal balance of the Term Loan over twenty (20) years shall be paid by the Borrower amortized over a twenty-five (25) year period and shall be repaid in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)follows: Year 1 $ 280,000 $ 23,333.33 Year 2 $ 300,000 $ 25,000.00 Year 3 $ 330,000 $ 27,500.00 Year 4 $ 350,000 $ 29,166.67 Year 5 $ 380,000 $ 31,666.67 together with interest accrued thereon, each payable on the first day of each calendar month and continuing month, commencing on the first day of each calendar the first month thereafter through immediately following the Closing Date, and including the Credit Termination Dateotherwise in accordance with Section. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A 2.4 hereof, with a final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Monthly interest payments on the Term Loan shall be computed using the interest rate then in effect and based on the outstanding principal balance of the Term Loan. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. The Lender’s commitment hereunder to make the Term Loan is hereinafter called the “Term Loan Commitment”. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders Lender by Borrower. The payment obligations of the Borrower to the Lender hereunder are and shall be joint and several as provided in Section 11.21 hereof. (b) The Term Loan shall be evidenced by one or more a promissory notes note (hereinafter, as the same may be amended, restated, modified or supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, called the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, substantially in the form and substance reasonably acceptable to the Agentset forth in Exhibit A attached hereto, with appropriate insertions, dated the Closing Date, payable to the order of each the Lender in the principal amount of such Lender’s Term Loan CommitmentTwenty-One Million and No/100 Dollars ($21,000,000.00). THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON UPON THE CREDIT EARLIEST TO OCCUR OF (X) THE STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 10.2 HEREOF; AND (Z) THE TERMINATION DATEOF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS.

Term Loan. (a) On Subject to the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following on the execution of this Agreement by the Borrowerdate hereof, Agent and the Lenders, severally and for itself alone, extend in one (1) advance make a term loan to Borrower (the “"Term Loan”") to the Borrower in an aggregate original principal amount equal to One Hundred Five of Eight Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments8,000,000) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by BorrowerU.S. Dollars. (b) The Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to timeby, and together repaid in accordance with any renewals or extensions thereof or exchanges or substitutions therefora single promissory note of Borrower in the form attached hereto as EXHIBIT B duly completed, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrowerto Lender, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of $8,000,000 dated of even date herewith, payable to Lender and maturing on the Maturity Date (the "Term Note"). (c) Borrower shall make mandatory scheduled principal payments under the Term Note quarterly in the amount of $285,714.28 per calendar quarter, commencing January 1, 1998 and continuing on the first day of each succeeding quarter thereafter until the outstanding principal amount of the Term Note, together with all interest accrued thereon, has been fully paid, except that if not sooner paid, the principal amount, together with all accrued but unpaid interest thereon, shall be due and payable on the Maturity Date. (d) Borrower may prepay any portion of the outstanding principal of the Term Loan, in whole or in part, together with accrued interest to the date of such Lender’s prepayment on the amount prepaid, (i) with respect to any principal portion that bears interest with reference to the Prime Rate, on any Business Day, without Make-Whole Premium, and (ii) with respect to any principal portion that bears interest with reference to LIBOR, on the last Business Day of the Interest Period applicable to the portion of the Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDINGbeing prepaid, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEwithout Make-Whole Premium.

Term Loan. (a) On Subject to the terms and subject conditions hereof, Bank shall make to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance Borrower a term loan (the “"Term Loan”") to on the Borrower date hereof in an aggregate principal amount equal to One of Four Million Five Hundred Five Million Thousand and No/100 Dollars ($105,000,000.004,500,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate The unpaid principal balance of the Term Loanbalance, together with all accrued but unpaid interest accrued thereonand reimbursable expenses, shall be payable on in accordance with the Credit Termination Date. Any amounts paid or applied to the principal balance terms of the Term Loan as evidenced by a Term Loan Note (whether the "Term Note") to be issued by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance Borrower to Bank as of the Term Loan shall be immediately due date of this Agreement with a final maturity date of June 23, 2022, and payable, together with any remaining accrued interest thereon, to Lenders by Borrowerotherwise in substantially the form of Exhibit 2.2. (b) The proceeds of the Term Loan will be used to refinance existing debt with The Huntington Bank and for general business purposes. (c) Borrower shall be evidenced have the right to prepay the principal of the Term Loan in accordance with the provisions and prepayment penalties set forth in the Term Note. Early principal payments will not, unless agreed to by one Bank in writing, relieve Borrower of Borrower's obligation to continue to make regular monthly payments required by the Term Note. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Bank payments marked "paid in full", "without recourse" or more promissory notes (hereinaftersimilar language. If Borrower sends such a payment, as Bank may accept it without losing any of Bank's rights under the same may be amended, restated, supplemented or otherwise modified from time to timeTerm Note, and together Borrower will remain obligated to pay any further amount owed to Bank. (d) On the date hereof, Borrower shall pay to Bank, for Bank's sole account in immediately available funds, a loan fee associated with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEFive Thousand and No/100 Dollars ($5,000.00).

Term Loan. (a) On Subject to the terms and subject to the conditions set forth in of this Agreement, and provided there does not then exist a Default or an Event of Defaulton the Closing Date, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance with an Initial Term Loan Commitment made a term loan (the “Initial Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million such Lender’s Pro Rata Share of the Initial Term Loan Commitments. The aggregate Initial Term Loan Commitments of all Lenders as of the Closing Date was $15,000,000. (b) Subject to the terms and No/100 Dollars conditions of this Agreement, on the First Amendment Effective Date, each Lender with a First Amendment Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make a term loan (the “First Amendment Term Loan”; and together with the Initial Term Loan, collectively, the “Term Loans” and each, individually, a “Term Loan”) to Borrower in an aggregate principal amount equal to such Lender’s Pro Rata Share of the First Amendment Term Loan Commitments. The aggregate First Amendment Term Loan Commitments of all Lenders as of the Closing Date is $105,000,000.00). Commencing 10,000,000. (c) The outstanding principal of the Term Loans shall be repaid on April the following dates and in the following amounts: Date Installment Amount November 1, 20222018, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable and on the first day of each calendar month and continuing on the first day of each every calendar month thereafter through and including prior to the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate Maturity Date $297,619.05 The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loans shall be due and payable on the earlier of (1) the Maturity Date, and (2) the date of the acceleration of the Term Loan, together Loans in accordance with interest accrued thereon, shall be payable on the Credit Termination Dateterms hereof. Any amounts paid or applied to the principal balance amount of the Term Loan (whether by mandatory prepayment Loans that is repaid or otherwise) prepaid may not be reborrowed hereunderreborrowed. Upon maturityAll principal of, the outstanding principal balance interest on, and other amounts payable in respect of the Term Loan Loans shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borrowerconstitute Obligations. (b) The Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.

Term Loan. (a) On 1. The Company hereby agrees to execute and deliver to CITBC the terms and subject Term Note to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize evidence the Term Loan over twenty (20) years shall to be paid extended by CITBC to the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination DateCompany. 2. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance Upon receipt of the Term LoanNote, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied CITBC hereby agrees to extend to the principal balance of Company the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunderin the principal amount of $1,500,000. 3. Upon maturity, the outstanding The principal balance amount of the Term Loan shall be immediately repaid to CITBC by the Company in twelve (12) equal consecutive quarterly principal installments of $125,000 each, whereof the first installment shall be due and payablepayable on December 31, together with any remaining accrued interest thereon, to Lenders by Borrower1997 and the subsequent installments shall be due and payable on the last Business Day of each quarterly period thereafter until the Term Loan is paid in full. 4. Interest on the Term loan shall be (a) payable monthly as of the end of each month in an amount equal to one quarter of one percent (1/4 of 1%) plus the Chase Bank Rate per annum on the unpaid balance of the Term Loan other than Libor Loans and (b) payable at the end of the applicable Libor Period (provided that for Libor Periods in excess of 3 months, interest shall be payable at the end of each 3 month period therein and at the end thereof) , in an amount equal to two and three quarters percent (2 3/4%) plus the applicable Libor on any Libor Loan, on a per annum basis, on the unpaid balance of the Term Loan. In the event of any change in said Chase Bank Rate, the rate under clause (a) above shall change, as of the first of the month following any change, so as to remain one quarter of one percent (1/4 of 1%) above the Chase Bank Rate. The rate hereunder shall be calculated based on a 360-day year. CITBC shall be entitled to charge the Company's Revolving Loan Account at the rate provided herein when due until all obligations have been paid in full. The Company may elect to use Libor with respect to the Term Loan in accordance with the provisions of Section 7.2 of this Financing Agreement except that Libor elections must be for $500,000 or whole multiples thereof. 5. In the event this Financing Agreement or the Line of Credit is terminated by either CITBC or the Company for any reason whatsoever, the Term Loan shall become due and payable on the effective date of such termination notwithstanding any provision to the contrary in the Term Note or this Financing Agreement 6. The Company may prepay at any time, at its option, in whole or in part, the Term Loan, provided that on each such prepayment, the Company shall pay (i) accrued interest on the principal so prepaid to the date of such prepayment; and (ii) the Libor prepayment penalty, if applicable. 7. Each prepayment (voluntary or mandatory) of the Term Loan shall be evidenced by one applied to the then last maturing installments of principal of the Term Loan. 8. The Company hereby authorizes CITBC to charge its Revolving Loan Account with the amount of all sums due under this Section 3A as such amounts become due. The Company confirms that any charges which CITBC may so make to its Revolving Loan Account as herein provided will be made as an accommodation to the Company and solely at CITBC's discretion." 3. The obligation of CITBC to make the Term Loan is subject to the satisfaction of or more promissory notes (hereinafterwaiver in writing of, as immediately prior to or concurrently with the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectivelymaking of such Term Loan, the “Term Loan Note” following conditions: a. CITBC shall have received tax, judgment and also collectively referred U.C.C. searches satisfactory to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable it with respect to the Agent, with appropriate insertions, dated Seller and the Closing Date, payable Company. b. CITBC shall have received such U.C.C. financing statements as it deems necessary to the order of each Lender obtain a first perfected security interest in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEall present and future ▇▇▇▇▇▇▇▇ Accounts.

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance The Bank extended a term loan (to the “Term Loan”) Borrower pursuant to the terms of the Original Agreement and this Agreement and as of the date of Amendment 2 such term loan had an outstanding principal balance of $750,000. On the date that Amendment 2 becomes effective in accordance with its terms, the Bank hereby agrees to increase the amount of such term loan by $5,000,000 and extend an amended and restated term loan to the Borrower in an aggregate principal amount equal of $5,750,000 (such increased and amended and restated term loan shall, for all purposes of this Agreement and the other Loan Documents, be referred to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in as the amount sufficient to fully amortize "Term Loan;" whenever the Term Loan over twenty (20) years is referred to in the Agreement or any of the other Loan Documents, it shall be paid by the Borrower in consecutive monthly installments deemed to be such increased and amended and restated Term Loan). The Term Loan shall be evidenced by, among other things, an amended and restated term note substantially in the amount form of Exhibit B to Amendment 2 and dated the date of Amendment 2, (the "Term Note;" whenever the Term Note is referred to in the Agreement or any of the other Loan Documents, it shall be deemed to such increased and amended and restated Term Note). The Term Loan shall be payable in twelve (12) consecutive quarterly principal installments as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on follows: the first day of eleven (11) principal installments shall each calendar month in an amount equal to Two Hundred Eighty Seven Thousand Five Hundred Dollars and continuing on the first day of each calendar month thereafter through 00/100 ($287,500.00) and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied last day of each December, March, June and September commencing September 30, 2003 and the twelfth (12th) and final principal installment shall be in an amount equal to the then remaining unpaid principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan and shall be immediately due and payable, together with any remaining all accrued and unpaid interest, on June 30, 2006. The Term Note shall bear interest thereonon the unpaid principal amount thereof from time to time outstanding at a rate per annum, to Lenders by Borrowerbe elected pursuant to the provisions of this Agreement equal to either (i) LIBOR plus the Applicable Margin, or (ii) the Prime Rate (which interest rate shall change when and as the Prime Rate changes) plus the Applicable Margin. In all cases interest shall be computed on the basis of a 360-day year for actual days elapsed and shall be payable as provided in this Agreement. After any stated or accelerated maturity thereof, the Term Note shall bear interest at the increased rate set forth in this Agreement. (be) The Term Loan shall be evidenced by one or more promissory notes (hereinafter, Section 5.9 of the Agreement is amended to read in its entirety as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.follows:

Term Loan. (a) On Subject to the terms and subject to the conditions set forth in this AgreementLoan Agreement and the other agreements, instruments, and provided there does not then exist a Default or an Event of Defaultdocuments executed and delivered in connection herewith (collectively the “Loan Documents”), each Lender shall, immediately following of the execution of this Agreement by the Borrower, Agent and the Lenders, Banks severally and for itself alone, extend in one (1) advance agrees to make a term loan (the “Term LoanLoans”) to Borrower for the Borrower purposes set forth below, in a principal amount not to exceed in the aggregate at any one time outstanding, the amount of each Bank’s Percentage Share (as defined below) of the sums set forth below. Each Bank’s Percentage Share of the Term Loans shall be evidenced by and under the terms set forth in separate notes in the form of the Revolving Promissory Note attached as Exhibit A (collectively the “Term Notes”) and in an amount equal to each Bank’s Percentage Share of $19,000,000.00 (the “Maximum Commitment”). (b) Subject to the terms and conditions hereof, Borrower may request a single advance during the period commencing on the date hereof and continuing through 11:00 a.m. (Midland, Texas time) on April 4, 2025 (the “Termination Date”); provided, however, the aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize of the Term Loan over twenty Loans outstanding (20the “Aggregate Exposure”) years shall not at any time exceed the lesser of (i) the aggregate sums permitted under the Borrowing Base (as defined below), which is initially set at $19,000,000.00 as of the closing date, or (ii) the Maximum Commitment. All sums advanced under the Term Loans, together with all accrued but unpaid interest thereon, shall be paid by the Borrower due and payable in consecutive monthly installments in the amount as set forth in the Term Notes and shall be due and payable in full on March 31, 2030 (the “Maturity Date”). T2S Permian Acquisition II LLC March 31, 2025 (c) Subject to the provisions regarding Defaulting Banks (as defined below), Banks shall share ratably in the principal advanced to Borrower on the schedule below (which schedule may be supplemented by Agent to account for additional monthly Term Notes and the payments until the Credit Termination Date), each payable of principal and interest received from Borrower on the first day of each calendar month Term Notes, according to the percentages shown in Schedule 1 attached (the “Percentage Share”). (d) Subject to any interest rate Hedge Transaction entered into between Borrower and continuing on Banks, the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with Notes shall bear interest accrued thereon, shall be payable on from the Credit Termination Date. Any amounts date advanced until paid or applied until an Event of Default (as defined below) or the Maturity Date at a fluctuating rate per annum equal to the principal balance sum of Daily Simple SOFR (as defined in the Term Notes), plus three percent (3.0%); provided, however, that for the purposes of the Term Loan Notes, Daily Simple SOFR shall not fall below a floor rate of one percent (whether by mandatory prepayment or otherwise1.0%) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borrowerper annum. (e) Advances on the Term Loans may be used only for the following purposes: (i) the acquisition of oil and gas properties pursuant to the Purchase and Sale Agreement dated January 10, 2025, among BOAZ ENERGY II, LLC and BOAZ Energy II Royalty, LLC, as sellers, and Borrower, as purchaser (the “BOAZ PSA”), covering oil and gas properties situated in Andrews, Cochran, Coke, Crane, Ector, Fisher, Glasscock, Hockley, Schleicher, Stonewall, Terry, and W▇▇▇ Counties, Texas (the “BOAZ Properties”), and (ii) related transaction costs, including attorneys’ fees and expenses. (f) As used in this Loan Agreement, “Defaulting Bank” means any Bank, as reasonably determined by Agent, that has (a) failed to fund any portion of the Loans required to be funded by it under this Loan Agreement within one (1) Business Day of the date required to be funded by it, (b) The Term notified Borrower, Agent, or any Bank in writing that it does not intend to comply with any of its funding obligations under this Loan shall Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Loan Agreement, (c) otherwise failed to pay over to Agent or any other Bank any other amount required to be evidenced paid by it under this Loan Agreement within one (1) Business Day of the date when due, unless the subject of a good faith dispute, or more promissory notes (hereinafterd) (i) become or is insolvent or has a parent company that has become or is insolvent, as or (ii) become the same may be amendedsubject of a bankruptcy or insolvency proceeding, restatedor has had a receiver, supplemented conservator, trustee, or otherwise modified custodian appointed for it, or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it. Notwithstanding anything to the contrary contained in this Loan Agreement, at any time and from time to timetime that a Bank is a Defaulting Bank, all amounts received by Agent for the repayment of principal on the Loans or reimbursement of any other amounts due under this Loan Agreement shall be applied ratably to prepay the Loans of, and together with reimbursement obligations owed to, all non-Defaulting Banks until such time as each non-Defaulting Bank’s pro rata portion of the Aggregate Exposure is equal to its Percentage Share; and any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, other amounts received by Agent for the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount account of such LenderDefaulting Bank may be applied by Agent to satisfy such Defaulting Bank’s Term obligations under this Loan CommitmentAgreement until all such unsatisfied obligations are fully paid. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDINGT2S Permian Acquisition II LLC March 31, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.2025 Page 3 of 51

Term Loan. (ai) On Subject to the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Defaulthereof, each Term Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance agrees to make a term loan (collectively, the “Term Loan”) on the Closing Date to Borrower in the original principal amount of its Term Loan Commitment. The obligations of each Term Lender hereunder shall be several and not joint. The Term Loan shall be evidenced by promissory notes substantially in the form of Exhibit 1.1(b) (each a “Term Note” and collectively the “Term Notes”), and, except as provided in Section 1.12, Borrower shall execute and deliver each Term Note to the applicable Term Lender. Each Term Note shall represent the obligation of Borrower to pay the amount of the applicable Term Lender’s Term Loan Commitment, together with interest thereon as prescribed in an aggregate Section 1.5. Borrower shall repay the principal amount of the Term Loan (a) in nineteen equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1quarterly installments, 2022, payments (plus interest payments) each in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)of $500,000, each payable on the first day of each calendar month March, June, September and continuing on the first day December of each calendar month thereafter through year, commencing June 1, 2006, and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A (b) in a final installment due on April 3, 2011 shall be in the amount of $10,500,000 or, if different, the aggregate unpaid remaining principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan . (whether by mandatory prepayment or otherwiseii) may not be reborrowed hereunder. Upon maturityNotwithstanding Section 1.2(b)(ii), the aggregate outstanding principal balance of the Term Loan shall be immediately due and payablepayable in full in immediately available funds on the Commitment Termination Date, together if not sooner paid in full. No payment with any remaining accrued interest thereon, respect to Lenders by Borrowerthe Term Loan may be reborrowed. (biii) The Each payment of principal with respect to the Term Loan shall be evidenced by one or more promissory notes (hereinafter, as paid to Agent for the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order ratable benefit of each Lender Term Lender, ratably in the principal amount of proportion to each such Term Lender’s respective Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.

Term Loan. (ai) On Subject to the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Defaulthereof, each Term Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance agrees to make a term loan (on the “Term Loan”) Effective Date to the Borrower in an aggregate principal a net amount equal to One Hundred Five Million and No/100 Dollars the sum of ($105,000,000.00). Commencing on April 1i) the original principal amount of its Term Loan Commitment (the "TERM LOAN") MINUS (ii) its Pro Rata Share of the outstanding principal balance of the term loan under the Existing Credit Agreement, 2022, payments (plus interest payments) in the amount sufficient of $49,900,000. The term loans outstanding under the Existing Credit Agreement on the Effective Date shall automatically, without further action, be deemed to fully amortize be Term Loans outstanding under this Agreement. The obligations of each Term Lender hereunder shall be several and not joint. The Term Loan shall be evidenced by promissory notes substantially in the form of EXHIBIT 1.1(b) (each a "TERM NOTE" and collectively the "TERM NOTES"), and Borrower shall execute and deliver a Term Note to each Term Lender. Each Term Note shall represent the obligation of Borrower to pay the amount of the applicable Term Lender's Term Loan Commitment, together with interest thereon as prescribed in SECTION 1.5. (ii) Borrower shall pay the principal amount of the Term Loan over twenty in seventeen (2017) years shall be paid by the Borrower in consecutive monthly quarterly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), of $425,000 each payable on the first day of each calendar month January, April, July and continuing on the first day October of each calendar month thereafter through and including year, commencing January 1, 1999. [EXECUTION VERSION] Notwithstanding the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of foregoing, the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payablepayable in full in immediately available funds on the Commitment Termination Date, together with any remaining accrued interest thereon, to Lenders by Borrowerif not sooner paid in full. (biii) The Each payment of principal with respect to the Term Loan shall be evidenced by one or more promissory notes (hereinafter, as paid to Agent for the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order ratable benefit of each Lender Term Lender, ratably in the principal amount of proportion to each such Term Lender’s 's respective Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.

Term Loan. (a) On the terms and subject to the conditions set forth in this AgreementClosing Date, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance LaSalle shall make a term loan (the “Term Loan”) to the Borrower in an aggregate the original principal amount equal to of One Million Seven Hundred Five Million and No/100 Thousand Dollars ($105,000,000.001,700,000.00) (the "Term Loan"). Commencing Principal payable on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize account of the Term Loan over twenty (20) years shall be paid by the Borrower payable in consecutive successive monthly installments in the amount as set forth on the schedule below installments: (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each i) payable on the first day of each calendar month month, the first of which installments shall be due and continuing payable on the first day of each calendar the month thereafter through immediately following the 30th day after the Closing Date; and including (ii) based on an amortization schedule consisting of eighty-four (84) equal and level payments; provided, however, that the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A entire unpaid principal balance of the Term Loan shall be due and payable in full upon the expiration of the Original Term of this Agreement; and, provided further, that in the event that the Original Term of this Agreement is initially or subsequently renewed in accordance with paragraph 12 hereof, then Borrower shall continue to make such equal and level monthly payments, with a final installment equal to the unpaid principal balance and any other amounts outstanding due and payable upon the expiration of the aggregate Renewal Term. Notwithstanding anything hereinabove to the contrary, the entire unpaid principal balance of the Term Loan, together with and any accrued and unpaid interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payablepayable upon the earlier to occur of: (i) the last day of the Original Term or the last day of any Renewal Term, together with if either LaSalle or Borrower elects to terminate this Agreement as of the end of any remaining accrued interest thereon, such Original or Renewal Term; and (ii) the acceleration of the Liabilities pursuant to Lenders by Borrowerparagraph 17 of this Agreement. (b) The If Borrower sells any Equipment, or if Borrower sells any real property subject to a Mortgage or if any of the Collateral is damaged, destroyed or taken by condemnation, Borrower shall pay to LaSalle, unless otherwise specifically provided herein or otherwise agreed to by LaSalle, as and when received by Borrower and as a mandatory prepayment of the Term Loan shall Loan, to be evidenced applied against the last maturing installments of principal thereof, in the inverse order thereof (or, at LaSalle's option, such of the other Liabilities of Borrower as LaSalle may elect), a sum equal to the proceeds received by one Borrower (minus the outstanding amount of any indebtedness secured by a Permitted Lien, under paragraph (v) or more promissory notes (hereinafterix) of the definition of Permitted Lien, on such asset, which is superior to LaSalle's lien, and also less the reasonable out-of-pocket costs and expenses incurred in connection with such process) from: (i) such sale; or (ii) such damage, destruction or condemnation; provided, however, that without LaSalle's consent, unless and until an Event of Default has occurred and is continuing: (i) obsolete or worn out Equipment may be sold or otherwise disposed of by Borrower and the proceeds thereof may be retained by Borrower, so long as the fair market value of any such Equipment sold or otherwise disposed of in any single transaction is less than Five Thousand Dollars ($5,000.00), and the fair market value, in the aggregate, of all such Equipment sold or otherwise disposed of by Borrower during any twelve-month period is less than Twenty Thousand Dollars ($20,000.00); and (ii) proceeds of Collateral arising from the damage, destruction or condemnation thereof may be retained by Borrower and used by Borrower to repair, restore or replace such Collateral, as the same case may be amendedbe, restatedso long as the fair market value of any such Collateral damaged, supplemented destroyed or otherwise modified from time to timecondemned in any single incident is less than Five Thousand Dollars ($5,000.00), and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrowerfair market value, in form the aggregate, of all such Collateral owned by Borrower and substance reasonably acceptable to the Agentdamaged, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEdestroyed or condemned during any twelve-month period is less than Twenty Thousand Dollars ($20,000.00).

Term Loan. (a) On Subject to the terms and subject to the conditions set forth in of this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, hereby severally and for itself alone, extend in one (1) not jointly agrees to advance a term loan (to Borrower such Lender’s Pro Rata Percentage of the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal The outstanding balance of the Term Loan, together with interest accrued thereon, Loan of each Lender at any time shall be payable on the Credit Termination Datenot exceed such Lender’s applicable Pro Rata Share. Any amounts paid or applied prepaid may not be re-borrowed. (b) At Closing, Borrower shall execute and deliver a promissory note to each Lender for such Lender’s initial Pro Rata Share of the Term Loan (collectively, as may be amended, supplemented, replaced or restated from time to time, the “Term Loan Notes”). Each Term Loan Note shall evidence Borrower’s unconditional obligation to repay such Lender for the outstanding principal amount of the Term Loan owed to such Lender, with interest as herein and therein provided. The Term Loan Notes shall be in form and substance satisfactory to Agent. (c) The principal balance of the Term Loan shall be paid in equal consecutive monthly installments of principal in the amount of One Hundred Fifty Thousand Dollars (whether by mandatory $150,000) each commencing on March 15, 2011 and continuing on the fifteenth (15th) day of each month thereafter; provided that once the National Press Building has been sold and any prepayment or otherwiserequired under Sections 2.9(d) may not and (e) has been made, then commencing with the next monthly installment due, the principal installments shall be reborrowed hereunderFifty Thousand Dollars ($50,000) each. Upon maturityNotwithstanding anything herein to the contrary, but subject to Lenders’ rights under Section 8, the outstanding principal balance of the Term Loan plus all accrued and unpaid interest thereon shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) The Term Loan shall be evidenced by one or more promissory notes (hereinafter, as payable on the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Maturity Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE...

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize Foothill previously has made the Term Loan over twenty to Borrower. As of the Amendment Date, Foothill has agreed to make the Supplemental Term Loan No. 3 to Borrower in accordance with the terms hereof (20) years LESS the aggregate amount of any reserves to be established in connection therewith pursuant to the provisions of SECTION 2.2(c)). Collectively, the Supplemental Term Loan No. 3 and the prior term loans made by Foothill to Borrower shall be paid by known as the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the "Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan ." (whether by mandatory prepayment or otherwiseb) may not be reborrowed hereunder. Upon maturity, the The outstanding principal balance of and all accrued and unpaid interest under the Term Loan shall be immediately due and payablepayable upon the termination of this Agreement, together with any remaining accrued interest thereonwhether by its terms, to Lenders by Borrower. (b) The prepayment, by acceleration, or otherwise. All amounts outstanding under the Term Loan shall constitute Obligations. Unless sooner terminated as provided herein, Borrower shall repay the Term Loan in quarterly installments and such installments shall be evidenced due and payable on the following dates in the following amounts: DATE INSTALLMENT ------------------------- 4/16/98 -0- 6/30/98 -0- 9/30/98 $8,500,000 12/31/98 $3,000,000 3/31/99 $3,000,000 6/30/99 $2,000,000 9/30/99 $2,000,000 12/31/99 $2,000,000 3/31/00 $2,000,000 6/30/00 $2,000,000 9/30/00 $1,000,000 (c) Anything to the contrary contained in SECTION 2.2(a) above notwithstanding, it is hereby agreed among the parties hereto that Foothill shall establish a supplementary interest payment reserve against the Term Loan in the aggregate amount of $800,000, such reserve to be applied to reduce the amount of proceeds of Supplemental Term Loan No. 3 otherwise available on the Amendment Date by one or more promissory notes (hereinafter$800,000 to provide for the payment of a portion of the estimated interest payments to be due Foothill on Borrower's Obligations as of the end of each month from the Amendment Date through September 30, 1998, such interest payment reserve to be effective and commence as of the same may Amendment Date. In each month following the Amendment Date until all amounts contained in the supplementary interest payment reserve are exhausted, additional proceeds in the amount of $160,000 shall be amendedadvanced under Supplemental Term Loan No. 3, restated, supplemented or otherwise modified from time to timereducing the amount of the supplementary interest payment reserve by a corresponding amount, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable shall be applied to the Agent, Loan Account as payment of interest due on the Obligations in excess of the aggregate amount of Collections received and applied by Foothill with appropriate insertions, dated respect to interest due on the Closing Date, payable to the order of each Lender Obligations in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEcorresponding period.

Term Loan. Lender may make a single Term Loan to Borrower in the original principal amount equal to the lesser of (ai) On $3,500,000 or (ii) fifty (50%) percent of the fair market value of Borrower's real property located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Bronx, New York ("▇▇▇▇▇▇ Property"), as determined pursuant to an appraisal consistent with Section 2.6(ii)(c) below, so long as all of the following terms and subject conditions are satisfied or waived in writing by Lender: (A) Lender receives a written request for such Term Loan from Borrower at least seven (7) days prior to the conditions set forth intended date of the Term Loan; (B) Lender shall have a first priority and only lien on the ▇▇▇▇▇▇ Property and shall have received title insurance with respect to the ▇▇▇▇▇▇ Property, in this Agreementform and substance satisfactory to Lender; (C) Lender shall have received an appraisal of the ▇▇▇▇▇▇ Property satisfactory in form and substance to Lender, performed by an appraiser satisfactory to Lender; (D) Immediately prior to making the Term Loan and after giving effect thereto the requested amount of Term Loan plus the then outstanding amount of Revolving Loans and Letter of Credit Accommodations shall not exceed the Maximum Credit; and (E) Immediately prior to and after giving effect to the requested Term Loan, no Event of Default, and provided there does not then exist a Default no event or condition that with notice or the passage of time, or both, would constitute an Event of Default, each Lender shallwould exist. The Term Loan is to be repaid, immediately following the execution of together with interest and other amounts, in accordance with this Agreement and other Financing Agreements, and secured by all of the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00)Collateral. Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the The Term Loan over twenty (20) years shall be paid by the Borrower repaid in forty-eight (48) consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable commencing on the first day of each calendar the month immediately following the making of the Term Loan and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance immediately succeeding forty-seven (47) months, of which the first forty-seven (47) payments shall each be in an amount equal to one-forty- eighth (1/48th) of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the original principal balance amount of the Term Loan and the forty- eighth (whether by mandatory prepayment or otherwise48th) may not and final installment shall be reborrowed hereunder. Upon maturityin an amount equal to the entire unpaid balance thereof, provided, that, notwithstanding anything to the contrary contained herein, the outstanding principal entire unpaid balance of the Term Loan shall be immediately due and payablepayable immediately, together with any remaining accrued interest thereonwithout demand by Lender, to Lenders by Borrower. upon the earlier of (bi) The the second anniversary of the date of the Ratification Agreement and (ii) the termination date of this Agreement. Interest on the Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together payable in accordance with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATESection 3.1.

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each the Lender shall, immediately following the execution of this Agreement by the Borrower, Agent Borrower and the Lenders, severally and for itself aloneLender, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Twenty-Five Million and No/100 Dollars ($105,000,000.0025,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize The principal balance of the Term Loan shall be amortized over twenty five (205) years and shall be paid by the Borrower repaid in consecutive equal monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)below: Term Loan Facility Annual Amortization Principal Remaining Months 1-6 $ 0 $ 25,000,000 Months 7-24 $ 3,000,000 $ 20,500,000 Months 25-36 $ 4,200,000 $ 16,300,000 Months 37-48 $ 5,400,000 $ 10,900,000 Months 49-60 $ 6,600,000 $ 4,300,000 , together with interest accrued thereon, each payable on the first day of each calendar month and continuing month, commencing on the first day of each calendar the first month thereafter through immediately following the Closing Date, and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A otherwise in accordance with Section 2.7 hereof, with a final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Monthly interest payments on the Term Loan shall be computed using the interest rate then in effect and based on the outstanding principal balance of the Term Loan. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. The Lender’s commitment hereunder to make the Term Loan is hereinafter called the “Term Loan Commitment”. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders Lender by Borrower. The payment obligations of the Borrower to the Lender hereunder are and shall be joint and several as provided in Section 11.21 hereof. (b) The Term Loan shall be evidenced by one or more a promissory notes note (hereinafter, as the same may be amended, restated, modified or supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, called the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, substantially in the form and substance reasonably acceptable to the Agentset forth in Exhibit B attached hereto, with appropriate insertions, dated the Closing Date, payable to the order of each the Lender in the principal amount of such Lender’s Term Loan CommitmentTwenty-Five Million and No/100 Dollars ($25,000,000.00). THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON UPON THE CREDIT EARLIEST TO OCCUR OF (X) THE STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 10.2 HEREOF; AND (Z) THE TERMINATION DATEOF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS.

Term Loan. (ai) On The parties hereto agree that as of October 31, 2008, a portion of the terms and subject outstanding principal amount of Revolving Loans equal to the conditions set forth in this Agreement, and provided there does not then exist $10,000,000 shall be converted into a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement separate term loan issued by the BorrowerBorrowers in the original principal amount of $10,000,000 (herein, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Initial Term Loan”) evidenced by this Agreement and any promissory note executed under Section 2(c) of this Agreement and shall be allocated ratably to the Borrower Lenders holding Revolving Loans as of such date. Simultaneously with such conversion, the outstanding principal amount of the Revolving Loans shall be deemed to be reduced by $10,000,000. The Lenders agree to make an incremental term loan to Borrowers on the Sixteenth Amendment Effective Date in an aggregate principal amount equal to One Hundred Five Million $4,000,000 (herein, the “Incremental Term Loan”, and No/100 Dollars ($105,000,000.00together with the Initial Term Loan, the “Term Loan”). Commencing on April 1; immediately after giving effect to the Incremental Term Loan, 2022, payments (plus interest payments) in the parties hereto agree that the outstanding principal amount sufficient to fully amortize of the Term Loan over twenty (20) years is $10,000,000. The obligation of the Borrowers to repay the Term Loan shall be paid by joint and several and the Borrower Term Loan, together with all accrued and unpaid interest thereon, shall be repaid in consecutive monthly installments full on April 3, 2010 (“Scheduled Term Loan Maturity Date”) or earlier, if required to be repaid in accordance with Section 16 of this Agreement. The Term Loan shall at all times be a Base Rate Loan and shall bear interest in accordance with Section 4(a) of this Agreement. If the outstanding principal amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued unpaid interest thereon, to Lenders by Borrower. (b) The is not paid on the Scheduled Term Loan shall be evidenced by one or more promissory notes Maturity Date, Agent may make demand under that certain Amended and Restated Corporate Guarantee executed in favor of Agent on October 29, 2009 (hereinafter, as the same may be amended, restated, supplemented restated or otherwise modified reaffirmed from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Amended and Restated Corporate Guarantee”) in addition to any other rights and remedies Agent may exercise under this Agreement and the Other Agreements. In no event shall the Term Loan Notebe prepaid prior to the Scheduled Term Loan Maturity Date without Agent’s prior written consent, except in connection with a permanent prepayment of all the Liabilities and termination of all Revolving Loan Commitments. (ii) Any Event of Default resulting from the non-payment of any portion of the Term Loan when due and payable shall be deemed waived upon the satisfaction of such payment in full in cash though a payment by the guarantor under the Amended and Restated Corporate Guarantee within three (3) Business Days of such Event of Default.” (i) Section 2 of the Loan Agreement is hereby further amended by deleting in its entirety subsection (f) thereof. (j) Section 3(a) of the Loan Agreement is hereby amended by deleting the reference to “Applicable Margin in respect of LIBOR Rate Loans” and also collectively referred to as replacing it with “Applicable Margin in respect of Revolving Loans that are Base Rate Loans”. (k) Section 4(c) of the “Term Loan Notes”), duly executed and delivered Agreement is hereby amended by the Borrower, in form and substance reasonably acceptable adding a new subsection (vi) to the end thereof to read as follows: “In consideration of the Sixteenth Amendment, a $350,000 fee shall be earned in full on the Sixteenth Amendment Effective Date and payable by Borrowers to Agent, with appropriate insertionsfor the ratable benefit of Lenders executing the Sixteenth Amendment, dated as follows: (A) $200,000 of such fee shall be paid on the Closing Date, payable Sixteenth Amendment Effective Date and (B) to the order extent that on January 31, 2010 (x) all Loans and other Liabilities (other than contingent indemnification obligations as to which no unsatisfied claim has been asserted) have not been paid in full, (y) all Letter of each Lender Credit Obligations, if any, are not cash collateralized in an amount equal to 110% of the principal amount of such Lender’s Term Letter of Credit Obligations and (z) this Agreement is not terminated, Borrowers shall pay to Agent the remaining $150,000 on January 31, 2010.” (l) Section 13(b) of the Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.Agreement is hereby amended and restated in its entirety to read as follows:

Term Loan. (ai) On Subject to the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Defaulthereof, each Term Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance agrees to make a term loan (collectively, the “"TERM LOAN") on the Closing Date to Borrower in the original principal amount of its Term Loan Commitment. The obligations of each Term Lender hereunder shall be several and not joint. The Term Loan shall be evidenced by promissory notes substantially in the form of EXHIBIT 1.1(B) (each a "TERM NOTE" and collectively the "TERM NOTES"), and, except as provided in SECTION 1.12, Borrower shall execute and deliver each Term Note to the applicable Term Lender. Each Term Note shall represent the obligation of Borrower to pay the amount of the applicable Term Lender's Term Loan”, together with interest thereon as prescribed in SECTION 1.5. (ii) to Borrower shall repay the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize of the Term Loan over in twenty (20) years shall be paid by the Borrower in consecutive monthly quarterly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month January 1, April 1, July 1 and continuing on the first day October 1 of each calendar month thereafter through and including the Credit Termination Dateyear, commencing January 1, 2003, in an aggregate amount equal to $750,000 on each installment date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A The final installment shall be due on September 6, 2007 shall be in the amount of $750,000 or, if different, the aggregate unpaid remaining principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan . (whether by mandatory prepayment or otherwiseiii) may not be reborrowed hereunder. Upon maturityNotwithstanding SECTION 1.1(B)(II), the aggregate outstanding principal balance of the Term Loan shall be immediately due and payablepayable in full in immediately available funds on the Commitment Termination Date, together if not sooner paid in full. No payment with any remaining accrued interest thereon, respect to Lenders by Borrowerthe Term Loan may be reborrowed. (biv) The Each payment of principal with respect to the Term Loan shall be evidenced by one or more promissory notes (hereinafter, as paid to Agent for the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order ratable benefit of each Lender Term Lender, ratably in the principal amount of proportion to each such Term Lender’s 's respective Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.

Term Loan. (a) Bank will make a Term Loan available to Borrower. The Term Loan may be drawn down in installments (each an "Advance" and, collectively, the "Advances") which shall be available to Borrower through July 31, 2003 (the "Availability End Date"). Each Advance shall be in a minimum amount of $500,000 and the number of Advances is limited to five (5). Interest accrues from the date of each Advance at the rate in Section 2.2(a) and is payable monthly. Advances outstanding on the Availability End Date are payable in thirty-six (36) equal monthly installments of principal, plus accrued interest, beginning on the 1st of each month commencing on August 1, 2003 and ending on July 1, 2006 (the "Maturity Date"). On the terms and subject to the conditions set forth in this AgreementMaturity Date, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to such earlier date that the principal balance of the Term Loan Advance is repaid or becomes due and payable (whether by mandatory acceleration, prepayment or otherwise), Borrower will pay an additional amount equal to three and one half percent (3.50%) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borroweroriginal principal amount of such Advance. (b) The Term Loan All Advances shall be evidenced by one or more promissory notes (hereinafter, as the same may Term Note to be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by Borrower to Bank on the BorrowerClosing Date and shall be repaid in accordance with the terms of the Term Note. Advances when repaid may not be reborrowed. (c) To obtain an Advance, in form and substance reasonably acceptable Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Eastern time one (1) Business Day before the day on which the Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Request Form attached as Exhibit B (the "Payment/Advance Form"). Subject to the Agentterms hereof, with appropriate insertions, dated Bank will credit Advances to Borrower's deposit account on the Closing Date, payable date requested on the Request Form. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to the order of each Lender in the principal amount of meet Obligations which have become due. Bank may rely on any telephone notice given by a person who is a Responsible Officer. Borrower will indemnify Bank for any loss Bank suffers due to such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEreliance.

Term Loan. (a) On Subject to (i) the terms and subject conditions contained herein, (ii) Agent's receipt of a written appraisal of the Equipment in form, scope and methodology acceptable to the conditions set forth in this AgreementAgent and by an appraiser acceptable to Agent, addressed to Agent and Lenders and upon which Agent and Lenders are expressly permitted to rely, and provided there does Agent's receipt of copies of all of Borrowers' leases of Equipment, and (iii) Agent's receipt of the financial statements of Borrowers as required hereunder for the periods ending June 30, 2004 and September 30, 2004, and Borrowers and their Subsidiaries, on a consolidated basis, maintaining a Fixed Charge Coverage Ratio of not then exist a Default or an Event of Defaultless than 2.57 to one for the three (3) months ending June 30, 2004 and 2.23 to one for the six (6) months ending September 30, 2004, each Term Loan Lender shall, immediately following the execution of this Agreement by the Borrower, Agent severally (and the Lenders, severally and for itself alone, extend in one (1not jointly) advance agrees to make a term loan to Borrowers (the “each a "Term Loan”" and collectively the "Term Loans") to on or after the Borrower Closing Date in an aggregate principal amount equal to One such Term Loan Lender's Pro Rate Share of the lesser of Two Million Five Hundred Five Million and No/100 Thousand Dollars ($105,000,000.00)2,500,000) or eighty percent (80%) of the Net Orderly Liquidation Value of Eligible Equipment. Commencing on April 1Except as Agent and Term Loan Lenders may otherwise agree, 2022, payments (plus interest payments) in each Term Loan Lender shall make the amount sufficient to fully amortize the of such Term Loan over twenty (20) years shall be paid Lender's Term Loan available to Agent in immediately available funds by the Borrower in consecutive monthly installments in the amount as set forth no later than 12:00 noon Los Angeles time on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Closing Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment After Agent's receipt of the aggregate unpaid principal balance proceeds, Agent shall make the proceeds of the such Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied Loans available to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by BorrowerBorrowers as provided in Section 6.10 hereof. (b) The Term Loan shall be Loans are (i) evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), Notes duly executed and delivered by the BorrowerBorrowers to each Term Loan Lender concurrently herewith, (ii) to be repaid, together with interest and other amounts, in form accordance with this Agreement, the Term Notes and substance reasonably acceptable to the Agentother Financing Agreements, with appropriate insertionsand (iii) secured by all of the Collateral. Borrowers shall repay the principal sum of the Term Loans in sixty (60) equal consecutive monthly installments due on the first day of the month immediately following the date on which the Term Loans are made, dated and on the Closing Date, payable to the order first day of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEmonth thereafter.

Term Loan. (a) On Bank shall, subject to the terms and subject to the conditions set forth in of this Agreement, and provided there does not then exist a Default or an Event allow Debtor to refinance the outstanding balance of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a its existing term loan (from Bank under a secured term loan in the “Term Loan”) to the Borrower in an aggregate principal amount equal to One of Two Million Six Hundred Five Million Thousand and No/100 Dollars ($105,000,000.002,600,000.00) (the "Loan"). Commencing on April The Loan shall bear interest at a fluctuating rate (based upon a 360-day year and the actual number of days elapsed) equal to the Reference Rate. At the Debtor's option from time to time during the term of the Loan, the balance of the Loan may bear interest at a fixed rate per annum (based upon a 360-day year and the actual number of days elapsed) equal to the LIBOR Rate plus 185 basis points for periods of thirty (30), sixty (60), ninety (90), one hundred twenty (120), or one hundred eighty (180) days, as Debtor elects. Debtor must confirm the election of any option in writing which must be received by Bank at least one (1) Business Day before the elected effective date. Such writing shall contain all necessary details of the elected option and shall be signed by a duly authorized officer of Debtor. Once elected, 2022a fixed rate option shall be irrevocable and may not be prepaid. Unless otherwise duly elected, payments (plus advances bearing interest payments) at a fixed rate option shall automatically convert to bearing interest at the Reference Rate upon expiration of the elected interest period. Debtor shall pay an initial principal payment in the amount sufficient to fully amortize of Seven Hundred Fifty Thousand and No/l00 Dollars ($750,000.00) on September 30, 1994. The remaining principal balance of the Term Loan over twenty (20) years shall be paid by the Borrower repaid in consecutive monthly equal quarterly installments of principal, each in the amount as set forth on the schedule below of Ninety-Two Thousand Five Hundred and No/100 Dollars (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date$92,500.00), each plus accrued interest, commencing December 31, 1994, and continuing to be due and payable on the first last day of each calendar month and continuing on quarter thereafter until September 30, 1999, when the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal total outstanding balance of the Term Loanunpaid principal, together with interest accrued thereoninterest, and charges provided for herein shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately become due and payable, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) . The Term Loan shall be evidenced by one or more promissory notes a Commercial Installment Note (hereinafter, the "Loan Note") in the form attached hereto as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectivelyExhibit "A", the “Term Loan Note” terms of which are incorporated herein. The account records of Bank shall be a prima facie evidence of transactions between Debtor and also collectively referred to as Bank for the “Term Loan Notes”), duly executed and delivered by purpose of the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATELoan.

Term Loan. The Term Loan shall be evidenced by, and repaid with interest in accordance with, one or more promissory notes (aeach, a "Term Loan Note") of Borrower in substantially the form of Exhibit A hereto. On the terms and subject Closing Date, Borrower shall deliver to CIT-EF a Term Loan Note in the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereonpayable to CIT-EF for the account of its Applicable Lending Office, dated the Closing Date. In the event there shall be payable on any assignment by CIT-EF or an Assignee of its interest in a Term Loan Note in accordance with the Credit Termination Date. Any amounts paid provisions hereof, Borrower shall, upon surrender of such Note, issue to each of CIT-EF, or applied such Assignee and its Assignee a new Term Loan Note in a principal amount equal to the principal balance of its respective interest in the Term Loan (whether after giving effect to such assignment). Each Lender is hereby authorized by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturityBorrower to endorse on the schedule attached to the Term Loan Note held by it, the outstanding Type of each Term Loan and each renewal, conversion, continuation and payment of principal balance amount received by such Lender. The principal of the Term Loan shall be immediately due payable commencing on September 30, 1995 and payablethereafter on each succeeding Quarterly Payment Date through and including, together unless prepaid in full in accordance with any remaining accrued interest thereonthe terms of this Agreement, to Lenders by Borrower. June 30, 2002, in equal quarterly installments, such that on each such date Six Hundred Seven Thousand One Hundred Forty-Two Dollars and Eighty-Six Cents (b$607,142.86) The of the Term Loan is paid, provided, however, the last such payment on the last such date shall be evidenced by one or more promissory notes (hereinafter, as in the same may be amended, restated, supplemented or otherwise modified from time amount required to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, repay the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEfull.

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each the Lender shall, immediately following the execution of this Agreement by the Borrower, Agent Borrower and the Lenders, severally and for itself aloneLender, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Thirty-Three Million and No/100 Dollars ($105,000,000.0033,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize The principal balance of the Term Loan over twenty (20) years shall be paid by the Borrower amortized over a twenty-five (25) year period and shall be repaid in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)follows: Year 1 $ 440,000 $ 36,666.67 Year 2 $ 470,000 $ 39,166.67 Year 3 $ 510,000 $ 42,500.00 Year 4 $ 550,000 $ 45,833.33 Year 5 $ 600,000 $ 50,000.00 together with interest accrued thereon, each payable on the first day of each calendar month and continuing month, commencing on the first day of each calendar the first month thereafter through immediately following the Closing Date, and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A otherwise in accordance with Section 2.4 hereof, with a final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Monthly interest payments on the Term Loan shall be computed using the interest rate then in effect and based on the outstanding principal balance of the Term Loan. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. The Lender’s commitment hereunder to make the Term Loan is hereinafter called the “Term Loan Commitment”. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders Lender by Borrower. (b) . The Term Loan payment obligations of the Borrower to the Lender hereunder are and shall be evidenced by one or more promissory notes (hereinafter, joint and several as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, provided in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATESection 11.21 hereof.

Term Loan. (ai) On Subject to and upon the terms and subject to the conditions set forth in of this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in Bank agrees to make one (1) advance a or more term loan (the “Term Loan”) loans to the Borrower in an aggregate principal amount equal not to One Hundred Five exceed Ten Million and No/100 Dollars ($105,000,000.00S10.000.000) (each a “Term Loan” and collectively the “Term Loans”). Commencing on April 1, 2022, payments (plus interest payments) in Borrower may request Term Loans at any time from the amount sufficient to fully amortize date hereof through the Availability End Date. The proceeds of the Term Loan over twenty (20) years Loans shall be paid by used (A) first, to refinance all outstanding Term Loans (as such term is defined immediately prior to the Borrower in consecutive monthly installments in fourth Amendment Effective Date) (the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date“Term Loan Refinance Amount”), and all accrued interest thereon on or about the Fourth Amendment Effective Date, and (B) second, for general corporate purposes and working capital expenditures. (ii) Interest shall accrue from the date of each Term Loan at the rate specified in Section 2.3(a), and prior to the Availability End Date for the applicable Term Loan, shall be payable month beginning on the first day of each calendar the month next following such Term Loan, and continuing on the first same day of each calendar month thereafter. Any Term Loans that are outstanding on the Availability End Date shall be payable in 24 equal monthly installments of principal, plus all accrued interest, beginning on the date that is one month immediately following the Availability End Date, and continuing on the same day of each month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturityMaturity Date, the outstanding principal balance of at which time all amounts due in connection with the Term Loan Loans and any other amounts due under this Agreement shall be immediately due and payable. Term Loans, together with once repaid, may not he reborrowed. Borrower may prepay any remaining accrued interest thereon, to Lenders by BorrowerTerm Loan without penalty or premium. (biii) The Borrower hereby requests that Bank make a Term Loan in an amount equal to the Term Loan Refinance Amount on the Fourth Amendment Effective Date or as soon as practicable thereafter. To document this request, Borrower shall notify Bank (which notice shall be evidenced irrevocable) by one or more promissory notes facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which such Term Loan is to he made. Such notice shall be substantially in the form of Exhibit C. The notice shall he signed by an Authorized Officer. When Borrower desires to obtain any subsequent Term Loan, Borrower shall notify Bank (hereinafterwhich notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which such Term Loan is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer 3) Section 2.1(c) and Section 2.1(d) of the Agreement are hereby deleted in their entirety. 4) Section 2.3(a)(i) of the Agreement is hereby amended and restated, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.follows:

Term Loan. (a) On the terms and subject to the conditions set forth in this AgreementBorrower has requested, and provided there does not then exist a Default or an Event of DefaultLender has agreed to provide, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (in the “Term Loan”) to the Borrower in an aggregate principal amount equal to One sum of Nine Hundred Five Million and No/100 Thousand Dollars ($105,000,000.00900,000.00) (the "Term Loan") to finance, in part, the acquisition by Borrower of assets of The Arno▇▇ ▇▇▇▇▇▇ ▇▇▇f Company, a Tennessee corporation (the "Palm▇▇ ▇▇▇pany"). Commencing on April 1, 2022including its operating division known as NancyLopezGolf(TM), payments pursuant to an Asset Purchase Agreement by and between Borrower, as purchaser, and the Palm▇▇ ▇▇▇pany, as seller (plus interest payments) assets acquired by Borrower pursuant to such Asset Purchase Agreement are hereinafter collectively known as the "Nanc▇ ▇▇▇▇▇ ▇▇▇ets"), which Term Loan shall be evidenced by that certain Secured Term Loan Note in the amount sufficient to fully amortize form attached hereto as Exhibit B (the "Term Loan over twenty (20Note") years to be executed contemporaneously herewith and which shall be paid by repaid according to the terms hereof and thereof (b) Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent shall pay principal and interest to account for additional monthly payments until the Credit Termination Date), each payable Lender on the first day Banking Day of each calendar month and continuing based on a three-year principal amortization schedule as shall be more fully set forth in the first day of each calendar month thereafter through and including Term Loan Note. Once repaid, the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment principal of the aggregate unpaid Term Loan may not be reborrowed. (c) Each payment of principal balance of and interest with respect to the Term Loan, together with interest accrued thereonhowsoever designated by Borrower, shall be payable applied, first, on account of accrued and unpaid interest, second, on account of the Credit Termination Date. Any amounts paid or applied then currently scheduled payment of principal, and, third, to the outstanding principal balance of the Term Loan in the inverse order of the maturity thereof (whether by mandatory prepayment or otherwised) may not be reborrowed hereunder. Upon maturityAnything herein to the contrary notwithstanding, the outstanding principal balance of the Term Loan shall be immediately due and payable, in full, together with all accrued and unpaid interest, fees and charges, if any, immediately upon the earlier of (i) August 1, 2003, or (ii) the termination, for any remaining accrued interest thereonreason and whether voluntarily or involuntarily, to Lenders by Borrowerof the Revolving Loan or this Agreement. (be) The Term Loan shall be evidenced by bear interest at a fluctuating interest rate per annum equal at all times to one or more promissory notes and one-half percent (hereinafter, as the same may be amended, restated, supplemented or otherwise modified 1.5%) above Lender's Prime Rate in effect from time to time, and together each change in such fluctuating rate to take effect simultaneously with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender corresponding change in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDINGPrime Rate, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEwithout notice to Borrower."

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (The Term Loan shall be in the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred of Five Million and No/100 Dollars ($105,000,000.005,000,000.00) and shall be evidenced by a promissory note dated the date hereof, in the original principal amount of $5,000,000.00, executed by Borrower and payable to the order of Lender, in the form of Exhibit B attached hereto and made a part hereof (herein referred to as the "Term Note"). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the The outstanding principal balance of the Term Loan shall bear interest at a fixed rate per annum equal to four and ninety-eight hundredths percent (4.98%). Interest shall be immediately due and payable, together with any remaining accrued interest thereon, charged on the principal balance of the Term Loan from time to Lenders by Borrower.time outstanding on the basis of the actual number of days elapsed computed on the basis of a three hundred sixty (360) day year; (b2) The Interest accruing on the principal balance of the Term Loan shall be evidenced by one or more promissory notes payable monthly in arrears, on the first (hereinafter1st) Business Day of each month hereafter, commencing on March 1, 2010, and at maturity. The principal balance of the Term Loan shall be paid on a quarterly basis over a seven (7) year term on the first (1st) Business Day of each calendar quarter hereafter, commencing on April 1, 2010 and maturing on January 31, 2017, as more fully described in the same may Term Note. All payments received by Lender on account of the Term Loan shall be amended, restated, supplemented or otherwise modified from time to timein lawful money of the United States of America and in immediately available funds, and together shall be first applied by Lender first to outstanding accrued interest and then to outstanding principal. Borrower hereby authorizes Lender to debit Borrower's operating account with Lender for the {W1772792;7} payment of the installments of accrued interest and principal with respect to the Term Loan on the due dates thereof and at maturity. In the event that there are not sufficient funds in Borrower's operating account to pay such installment payments on account of the Term Loan in full on the due date thereof, then Borrower shall immediately pay to Lender the amount of such installment payment(s) then due (or the amount of such shortfall, as appropriate) in immediately available funds; and (3) If Borrower elects to prepay the principal balance of the Term Loan in full prior to the stated maturity date thereof, then, in addition to paying the amount of accrued interest on the principal amount being prepaid, Borrower shall also be required to pay to Lender a prepayment premium equal to the "Net Loss" (as defined below) that Lender or any renewals subsequent holder of the Term Note sustains or extensions thereof or exchanges or substitutions therefor, individually and collectivelyincurs as a result of such prepayment. As used herein, the “Term Loan Note” and also collectively referred to as term "Net Loss" means either (a) the “Term Loan Notes”), duly executed and delivered by present value of the Borrower, in form and substance reasonably acceptable to interest charged hereunder at the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in applicable fixed contract rate on the principal amount of the Term Note from the date of such Lender’s prepayment to the stated maturity date thereof (i.e., January 31, 2017) less the present value of the interest (at the then-current "Reinvestment Rate") on the principal amount being prepaid, for the period of time from the date of prepayment until the stated maturity date (i.e., January 31, 2017), or (b) if Lender has obtained matched funds in connection with the Term Loan CommitmentNote, any prepayment fee paid by Lender or any subsequent holder of the Term Note to such matched funding source on account of Borrower's prepayment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDINGAs used herein, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEthe "Reinvestment Rate" shall mean the rate available to Lender or any subsequent holder of the Term Note, as utilized by other money center banks doing business in the State of Connecticut, for the investment in the United States Treasury obligations of the principal amount prepaid with maturities coterminous with the maturity of the Term Loan.

Term Loan. The BANK shall extend a mortgage term loan to the BORROWER in the principal amount of Six Million Nine Hundred Thousand Dollars (a$6,900,000.00) On ("Term Loan") evidenced by a Term Promissory Note of BORROWER to BANK dated February 6, 1998 in the original principal amount of Six Million Nine Hundred Thousand Dollars ($6,900,000.00) ("Term Note"). The Term Note shall bear interest at a fixed rate equal to seven and twelve hundredths percent (7.12%) per annum during the first five (5) years thereunder (the "Fixed Rate"); and, thereafter, at the Term LIBOR-based Rate (as defined below) equal to the LIBOR rate (as defined in Section I.D. hereinabove) plus two percent (2%) per annum (the "Term LIBOR -based Rate"). Interest shall be calculated and charged daily on the basis of actual days elapsed over a three hundred sixty (360) day banking year. The Term Loan shall have a term of ten (10) years, be payable upon the terms set forth in the Term Note, and shall be otherwise subject to the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00)other Loan Documents. Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule BORROWER may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, prepay the outstanding principal balance of the Term Loan in whole, but not in part, at any time, subject to payment by BORROWER to BANK of all prepayment premiums, penalties, charges, and reimbursement obligations provided under the Term Note. Notwithstanding any other provision of this Agreement or any of the Loan Documents, in the event that the BORROWER elects to terminate the Revolving Line of Credit Loan for any reason, the BORROWER shall be immediately due pay to BANK all then outstanding principal, and payableaccrued and unpaid interest, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) The under the Term Loan and, in connection therewith, BORROWER shall be evidenced by one or more promissory notes (hereinafterpay to BANK all prepayment premiums, as the same may be amendedpenalties, restated, supplemented or otherwise modified from time to timecharges, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, reimbursement obligations provided under the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.

Term Loan. (a) On the terms and subject to the conditions set forth in this AgreementClosing Date, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance LaSalle shall make a term loan (the “Term Loan”) to the Borrower in an aggregate the original principal amount equal to One of Two Million Nine Hundred Five Million and No/100 Thousand Dollars ($105,000,000.002,900,000) (the "TERM LOAN"). Commencing Principal payable on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize account of the Term Loan over twenty (20) years shall be paid by the Borrower payable (x) in consecutive successive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each i) payable on the first day of each calendar month month, the first of which installments shall be due and continuing payable on the first day of the month immediately following the 30th day after the Closing Date and (ii) based on an amortization schedule consisting of one-hundred eighty (180) equal and level payments, and (y) in quarterly installments payable within thirty (30) days after the end of each calendar month thereafter through fiscal quarter (commencing with the fiscal quarter ending March 31, 2001) in any amount equal to twenty percent (20%) of Excess Cash Flow during such fiscal quarter then ended; provided, however, that the entire unpaid principal balance of the Term Loan shall be due and including payable in full upon the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A expiration of the Original Term of this Agreement; and, provided further, that in the event that the Original Term of this Agreement is initially or subsequently renewed in accordance with paragraph 12 hereof, then Borrower shall continue to make such equal and level monthly payments, with a final installment equal to the unpaid principal balance and any other amounts outstanding due and payable upon the expiration of the aggregate Renewal Term. Notwithstanding anything hereinabove to the contrary, the entire unpaid principal balance of the Term Loan, together with and any accrued and unpaid interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payablepayable upon the earlier to occur of (i) the last day of the Original Term or the last day of any Renewal Term, together with if either LaSalle or both Borrower and A-OK elect to terminate both this Agreement and the A-OK Loan Agreement as of the end of any remaining accrued interest thereon, such Original or Renewal Term and (ii) the acceleration of the Liabilities pursuant to Lenders by Borrowerparagraph 17 of this Agreement. (b) The If Borrower sells any real property subject to a Mortgage or if any Collateral is damaged, destroyed or taken by condemnation, Borrower shall pay to LaSalle, unless otherwise specifically provided herein or otherwise agreed to by LaSalle, as and when received by Borrower and as a mandatory prepayment of the Term Loan, to be applied against the last maturing installments of principal thereof, in the inverse order thereof (or, at LaSalle's option, after the Term Loan shall has been repaid in full, such of the other Liabilities of Borrower as LaSalle may elect), a sum equal to the proceeds received by Borrower from (i) such sale or (ii) such damage, destruction or condemnation; provided, however, that without LaSalle's consent, unless and until an Event of Default has occurred and is continuing, proceeds of Collateral arising from the damage, destruction or condemnation thereof may be evidenced retained by one Borrower and used by Borrower to repair, restore or more promissory notes (hereinafterreplace such Collateral, as the same case may be amendedbe, restatedso long as the fair market value of any such Collateral damaged, supplemented destroyed or otherwise modified from time to timecondemned in any single incident is less than $50,000, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrowerfair market value, in form the aggregate, of all such Collateral owned by Borrower and substance reasonably acceptable to the Agentdamaged, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEdestroyed or condemned during any twelve-month period is less than $100,000.

Term Loan. (a) On Subject to and upon the terms terms, conditions, --------- covenants and subject agreements contained herein, the Bank agrees to lend to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event Company the sum of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) $1,100,000 to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) The Term Loan shall be evidenced by one or more the Company's promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, note payable to the order of the Bank in substantially the form of Exhibit D attached --------- hereto ("Term Note A"). The principal amount from time to time outstanding under Term Note A shall bear interest during each Lender day the loan evidenced thereby is outstanding at a variable per annum rate equal to the lesser of (i) the Basic Rate, as it varies, or (ii) the Maximum Rate, as it varies. Notwithstanding the foregoing, if at any time the Basic Rate shall exceed the Maximum Rate and thereafter the Basic Rate shall become less than the Maximum Rate, the rate of interest payable thereunder shall remain at the Maximum Rate until the Bank shall have received the amount of interest which the Bank would have received if the Basic Rate had not been limited by the Maximum Rate during the period of time the Basic Rate exceeded the Maximum Rate. All past due principal and interest hereunder and under Term Note A, whether due as the result of acceleration of maturity or otherwise, shall bear interest at the Default Rate from the date payment thereof shall have become due until same shall have been discharged by payment. The principal of and interest to accrue on Term Note A shall be due and payable as follows: The principal of Term Note A is due and payable in eight (8) installments, all of such installments, except for the last, being in the principal amount of $137,500 each, and the last and final installment being in the amount of the then remaining unpaid principal balance thereof, the first such Lender’s installment of principal being due and payable on March 31, 1993, and each subsequent installment of principal being due and payable on the last day of each succeeding June, September, December and March thereafter until December 15, 1994, when the then remaining unpaid balance of principal of Term Loan CommitmentNote A shall become due and payable in full. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDINGInterest on said principal shall be due and payable in monthly installments as it accrues, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEthe first such installment being due and payable on January 31, 1993 and on the last day of each succeeding calendar month thereafter until December 15, 1994, when all unpaid accrued interest and all unpaid principal owing under Term Note A shall be due and payable. All renewals, extensions, modifications, increases, and rearrangements of Term Note A, 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, increase, or arrangement date, all of the representations, warranties, covenants and agreements set forth herein.

Term Loan. (a) On The then outstanding aggregate principal amount of the Term Loan described below. Subject to the terms and subject to the conditions set forth in of this Agreement, and provided there does not then exist Lender agrees to make on or about the Effective Date a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a single term loan in the original principal amount of $750,000.00 (the “Term Loan”). Interest on the Term Loan shall be paid monthly as provided in Section 1.2 of this Agreement and Section 2 of this Schedule. In the event the Prime Rate increases, Borrower will be charged the difference between (i) the Prime Rate plus 11.6% and (ii) 14.85% and the amount of such difference will be charged to (and payable by) Borrower as of the end of each fiscal quarter. The Term Loan shall be repaid by the Borrower to Lender in an aggregate 48 equal monthly installments of principal amount equal to One Hundred Five Million and No/100 Dollars interest ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) each in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Dateof $20,816.08), each payable commencing on the first day of each calendar month November 20, 2011, and continuing on the first day of each calendar month thereafter through and including until the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment earliest of the aggregate following dates (“Term Loan Maturity Date”): (i) the date the Term Loan has been paid in full; or (ii) October 20, 2014; or (iii) the Revolver Maturity Date; or (iv) the date this Agreement terminates by its terms or is terminated, as provided in this Agreement. On the Term Loan Maturity Date (or, if earlier, upon acceleration of the Obligations in accordance with the terms of this Agreement), the entire unpaid principal balance of the Term Loan, together with plus all other Obligations relating to the Term Loan (including accrued and unpaid interest accrued thereon, and, if applicable, the Term Loan Prepayment Fee) shall be payable on the Credit Termination Datedue and payable. Any amounts paid or applied to the principal balance portion of the Term Loan (whether by mandatory prepayment or otherwise) that is repaid may not be reborrowed hereunderreborrowed. Upon maturity, the outstanding principal balance All payments by Borrower to Lender in respect of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, made via ACH banking transfer to Lenders by Lender's bank account per written instructions that Lender shall provide to Borrower. (b) The Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.

Term Loan. On November 2, 2016, the aggregate outstanding principal balance of all term loans (a) On the terms and subject to the conditions set forth in this Agreementcollectively, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) previously extended by Lenders with Term Loan Commitment Percentages (as in effect prior to the Borrower Sixth Amendment Effective Date) was $18,850,911.03. To give effect to the Sixth Amendment, Borrowers shall have made payments in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize respect of the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of cause the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not to be reborrowed hereunder$10,000,000.00. Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) The Term Loan shall be evidenced by one or more secured promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” ”) in substantially the form attached hereto as Exhibit 2.3(a) and also collectively referred to as based on the “Term Loan Notes”Commitment Percentage of Lenders (as in effective on and after the Sixth Amendment Effective Date). The Term Loan may consist of Domestic Rate Loans or LIBOR Rate Loans, duly executed or a combination thereof, as Borrowing Agent may request; and delivered in the event that Borrowers desire to obtain or extend any portion of the Term Loan as a LIBOR Rate Loan or to convert any portion of the Term Loan from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall apply. Once repaid, the Term Loan may not be re-borrowed. The Term Loan shall be, with respect to principal, payable as follows, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: (a) commencing December 1, 2016, and continuing on the first Business Day of each and every calendar month thereafter, Borrowers shall pay to Agent equal monthly payments of principal in the aggregate amount of $166,667 (which amount has been agreed to by Borrowers and Lenders and based upon a five (5) year principal amortization schedule) and (b) the Borrowerentire outstanding principal balance of this Term Loan, together with all accrued and unpaid interest, shall be due and payable in full, in form and substance reasonably acceptable to cash, on the Agentlast day of the Term, with appropriate insertionsif not sooner, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEby Borrowers.

Term Loan. (a) On Borrower hereby represents and warrants that Lenders have made the terms and subject to Initial Term Loan in the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million the Initial Term Loan Amount to Borrower for the purposes set forth in Section 6.20 hereof. Borrower represents and No/100 Dollars warrants that, as of the date hereof, the unpaid principal amount of the Initial Term Loan is [$ ] and such amount is unconditionally owed by Borrower to Lenders without offset, defense or counterclaim of any kind, nature or description whatsoever. Subject to the terms and conditions of this Agreement, each Lender with a Term Loan Commitment agrees ($105,000,000.00)severally, not jointly or jointly and severally) to make, on or about the date of this Agreement, the Additional Term Loan to Borrower in an amount equal to such Lender’s Pro Rata Share of the Additional Term Loan Amount. Commencing The Term Loan shall be repaid on April 1, 2022, payments (plus interest payments) the following dates and in the amount sufficient to fully amortize the Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)following amounts: Date Installment Amount July 10, each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 2008 $ 290,003 Year 2 1,000,000.00 July 10, 2009 $ 301,070 Year 3 1,000,000.00 July 10, 2010 $ 314,425 Year 4 1,000,000.00 July 10, 2011 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate 1,000,000.00 The outstanding unpaid principal balance of the Term Loan, together with and all accrued and unpaid interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of under the Term Loan shall be immediately due and payablepayable on the earliest of (a) the Maturity Date, together with any remaining accrued interest thereon, to Lenders by Borrower. (b) The the date of the acceleration of the Term Loan in accordance with the terms hereof, and (c) the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEconstitute Obligations.

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each the Lender shall, immediately following the execution of this Agreement by the Borrower, Agent Borrower and the Lenders, severally and for itself aloneLender, extend in one (1) advance a term loan (the “Term Loan”) to the Term Loan Borrower in an aggregate principal amount equal to One Sixteen Million Five Hundred Five Million Thousand and No/100 Dollars ($105,000,000.0016,500,000.00). Commencing on April 1, 2022, payments (plus interest payments) in the amount sufficient to fully amortize The principal balance of the Term Loan shall be amortized over twenty ten (2010) years and shall be paid by the Borrower repaid in consecutive equal monthly installments in the amount as set forth on the schedule below of One Hundred Thirty Seven Thousand Five Hundred and No/100 Dollars (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date$137,500.00), together with interest accrued thereon, each payable on the first day of each calendar month and continuing month, commencing on the first day of each calendar the first month thereafter through immediately following the Closing Date, and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A otherwise in accordance with Section 2.7 hereof, with a final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Monthly interest payments on the Term Loan shall be computed using the interest rate then in effect and based on the outstanding principal balance of the Term Loan. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. The Lender’s commitment hereunder to make the Term Loan is hereinafter called the “Term Loan Commitment.” Upon maturity, the outstanding principal balance of the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, to Lenders Lender by the Term Loan Borrower. (b) . The payment obligations of the Term Loan Borrower to the Lender hereunder are and shall be joint and several as provided in Section 12.21 hereof. The Term Loan shall be evidenced by one or more a promissory notes note (hereinafter, as the same may be amended, restated, modified or supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, called the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Term Loan Borrower, substantially in the form and substance reasonably acceptable to the Agentset forth in Exhibit B attached hereto, with appropriate insertions, dated the Closing Date, payable to the order of each the Lender in the principal amount of such Lender’s Term Loan CommitmentSixteen Million Five Hundred Thousand and No/100 Dollars ($16,500,000.00). THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON UPON THE CREDIT EARLIEST TO OCCUR OF (X) THE STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 11.2 HEREOF; AND (Z) THE TERMINATION DATEOF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS.

Term Loan. (a) On the terms and subject to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenderswith a Term Loan Commitment, severally and for itself alone, extend agrees to make in one (1) advance Dollars such Lender’s Pro Rata Share of a term loan (the “Term Loan”) in one advance to the Borrower on the Closing Date in an the aggregate amount of (x) the Maximum Term Loan Facility minus (y) the outstanding aggregate principal amount of the “Term Loan” (as defined in the Original Term Loan Agreement) on the date hereof. As of the date hereof, the outstanding aggregate principal amount of the “Term Loan” (as defined in the Original Term Loan Agreement) is equal to One Forty-Two Million Two Hundred Five Million Twenty-Four Thousand Nine Hundred Ninety-Nine and No/100 82/100 Dollars ($105,000,000.00). Commencing on April 142,224,999.82) and, 2022immediately after giving effect to such advance, payments (plus interest payments) in is equal to the amount sufficient to fully amortize the Maximum Term Loan over twenty (20) years shall be paid by the Borrower in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination DateFacility. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, The payment obligations of the outstanding principal balance of Borrower to the Lenders and Administrative Agent hereunder are and shall be joint and several as provided in Section 12.21 hereof. Each Lender’s obligation to fund the Term Loan shall be immediately due and payable, together with any remaining accrued interest thereon, limited to Lenders by Borrower. (b) The Term Loan shall be evidenced by one or more promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Pro Rata Share of the Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEThe Term Loan Commitment shall automatically and permanently terminate concurrently with the making of the Term Loan on the Closing Date.

Term Loan. (ai) On Subject to and upon the terms and subject to the conditions set forth in of this Agreement, and provided there does not then exist Bank shall make a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) Loan to the Borrower Borrowers in an aggregate principal amount equal not to One Hundred Five exceed Twenty Million and No/100 Dollars ($105,000,000.0020,000,000), consisting of Tranche I and Tranche II, as follows: (i) Tranche I shall be funded on the Third Amendment Date, or as soon thereafter as all conditions precedent to the making thereof have been met, and (ii) Tranche II shall be available during the Draw Period. The proceeds of (A) Tranche I shall be used (y) to repay all refinance all existing Obligations owing from Borrowers to Bank under this Agreement as of the Third Amendment Date, and (z) for general working capital purposes (including permitted acquisitions and other transactions permitted hereby), and (B) Tranche II shall be used for general working capital purposes (including permitted acquisitions other transactions permitted hereby). Commencing ​ (ii) Interest shall accrue from the date that each Term Loan is made at the rate specified in Section 2.3(a), and shall be payable monthly beginning on April 1the Payment Date immediately following the month in which such Term Loan is made, 2022and continuing on each Payment Date thereafter. Borrowers shall repay the outstanding balance of each Term Loan in equal monthly installments of principal (determined based on the aggregate outstanding principal amount of each Term Loans on the Amortization Date), payments (plus interest payments) in all accrued interest, beginning on the amount sufficient to fully amortize Amortization Date and continuing on each Payment Date thereafter through the Term Loan over twenty (20) years shall be paid by the Borrower Maturity Date, at which time all amounts due in consecutive monthly installments in the amount as set forth on the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together connection with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding principal balance of the Term Loan and any other amounts due under this Agreement shall be immediately due and payable, together with . Borrowers may prepay all or any remaining accrued interest thereon, to Lenders by Borrower. (b) The part of the Term Loan shall be evidenced by one without penalty or more promissory notes (hereinafterpremium, but may not reborrow any amount, once repaid.” ​ 4. Section 2.3(a) of the Agreement hereby is amended and restated in its entirety to read as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “Term Loan Note” and also collectively referred to as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATE.follows: ​ ​

Term Loan. On the Closing Date, (a) On "Term Loan A" (as --------- such term was defined in the terms and subject Agreement prior to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender shall, immediately following the execution of this Agreement by the Borrower, Agent and the Lenders, severally and for itself alone, extend in one (1) advance a term loan (the “Term Loan”) to the Borrower in an aggregate principal amount equal to One Hundred Five Million and No/100 Dollars ($105,000,000.00)Amendment No. Commencing on April 1, 2022, payments (plus interest payments1 Closing Date) in the aggregate amount sufficient of $12,000,000 was advanced to fully amortize the Borrowers and (b) "Term Loan over twenty B" (20) years shall be paid by the Borrower in consecutive monthly installments as such term was defined in the amount as set forth on Agreement prior to the schedule below (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Amendment No. 1 Closing Date), each payable on the first day of each calendar month and continuing on the first day of each calendar month thereafter through and including the Credit Termination Date. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of ) in the aggregate unpaid amount of $8,000,000 was advanced to Borrowers. The outstanding principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance Loan A as of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunderAmendment No. Upon maturity, 1 Closing Date is $12,000,000 and the outstanding principal balance of Term Loan B as of the Amendment No. 1 Closing Date is $8,000,000. Subject to the terms and conditions of Amendment No. 1, on the Amendment No. 1 Closing Date (a) Term Loan A and Term Loan B shall be consolidated and recast as the "Term Loan" and (b) each Lender, severally and not jointly, will make an additional Term Loan to Borrowers in the sum equal to such Lender's Commitment Percentage of $5,000,000, so that the aggregate principal amount of the Term Loan shall be immediately due $25,000,000. The Term Loan shall be, with respect to principal, payable in equal consecutive quarterly installments, each in the sum of $425,000, commencing November 15, 2006 and payablecontinuing on the fifteenth (15th) day of each February, together with any remaining accrued interest thereonMay, August and November thereafter, until the last day of the Term when the entire unpaid principal sum of the Term Loan shall be payable in full, subject to Lenders by Borrower. (b) acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement. The Term Loan shall be evidenced by one or more secured amended and restated promissory notes (hereinafter, as the same may be amended, restated, supplemented or otherwise modified from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, individually and collectively, the “"Term Loan Note” and also collectively referred ") in substantially the form attached to Amendment No. 1 as the “Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable to the Agent, with appropriate insertions, dated the Closing Date, payable to the order of each Lender in the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATEExhibit 2.4 ----------- thereto.

Term Loan. (a) On the terms 4.1 Each Company hereby agrees to execute and subject deliver to the conditions set forth in this Agreement, and provided there does not then exist a Default or an Event of Default, Agent the Term Loan Promissory Note to evidence the Term Loan to be extended to each Lender shall, immediately following the execution of this Agreement Company by the BorrowerLenders. 4.2 Upon receipt of the Term Loan Promissory Note, Agent the Lenders hereby severally (and the Lenders, severally and for itself alone, not jointly) agree to extend in one (1) advance a term loan (the “Term Loan”) to the Borrower Companies the Term Loan in an aggregate the original principal amount equal to One Hundred Five of Fifty Million and No/100 Dollars ($105,000,000.0050,000,000). Commencing on April 1, 2022, payments (plus interest payments) in the . 4.3 The principal amount sufficient to fully amortize of the Term Loan over twenty (20) years shall be paid repaid by the Borrower Company in six (6) consecutive monthly quarterly principal installments in the amount as set forth on the schedule below of One Million Seven Hundred Eighty-Five Thousand Seven Hundred Fifteen Dollars (which schedule may be supplemented by Agent to account for additional monthly payments until the Credit Termination Date)$1,785,715) each, each payable commencing January 4, 2000 and on the first day of each calendar month and continuing on the first day of each calendar month quarter thereafter through and including the Credit Termination DateApril 1, 2001. Year 1 $ 290,003 Year 2 $ 301,070 Year 3 $ 314,425 Year 4 $ 327,417 Year 5 $ 340,945 A final installment of the aggregate unpaid principal balance of the Term Loan, together with interest accrued thereon, shall be payable on the Credit Termination Date. Any amounts paid or applied to the principal balance of the Term Loan (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. Upon maturity, the outstanding The entire remaining principal balance of the Term Loan shall be immediately due and payablepayable in full on June 30, together with any remaining accrued interest thereon, to Lenders by Borrower2001. (b) The Term Loan shall be evidenced 4.4 In the event this Financing Agreement or the Line of Credit is terminated by one or more promissory notes Lenders (hereinafteracting through the Agent) or the Companies for any reason whatsoever as provided in Section 11 hereof, as the same Term Loans shall become due and payable on the effective date of such termination notwithstanding any provision to the contrary in the Term Loan Promissory Note or this Financing Agreement. 4.5 The Companies, at their option, may be amended, restated, supplemented or otherwise modified from time to prepay the Term Loan at any time, and together with any renewals in whole or extensions thereof or exchanges or substitutions thereforin part, individually and collectivelyprovided that on each such prepayment, the “Companies shall pay (a) accrued interest on the principal so prepaid to the date of such prepayment and (b) the Prepayment Premium then due, if any. 4.6 In the event the Companies have generated Surplus Cash in any fiscal year, on or prior to the date which is ninety (90) days after the end of such fiscal year, there shall be due and payable a Mandatory Prepayment of the Term Loan Note” and also collectively referred in an amount equal to as fifty percent (50%) of the “Surplus Cash for such fiscal year; provided, that no such Mandatory -------- Prepayment shall be required hereunder to the extent that such Mandatory Prepayment would reduce the average daily amount of Availability for the thirty (30) day period ending on the date such Mandatory Prepayment is due to less than Ten Million Dollars ($10,000,000). No Prepayment Premium shall be due with respect to prepayments made under this Section. 4.7 Each prepayment of the Term Loan Notes”), duly executed and delivered by the Borrower, in form and substance reasonably acceptable (whether voluntary or mandatory) shall be applied to the Agent, last maturing installments of principal of the Term Loan until fully repaid. 4.8 Each Company hereby authorizes the Agent to charge the Companies' Revolving Loan Account with appropriate insertions, dated the Closing Date, payable amount of all amounts due under this Section 4 as such amounts become due. Any amount charged to --------- the Companies' Revolving Loan Account shall be deemed a Revolving Loan hereunder and shall incur interest at the rate provided in Section 8.1 ----------- of this Financing Agreement. Each Company confirms that any charges which the Agent may make to the order of each Lender in Companies' Revolving Loan Account as herein provided will be made as an accommodation to the principal amount of such Lender’s Term Loan Commitment. THE PROVISIONS OF THE TERM LOAN NOTE NOTWITHSTANDING, THE TERM LOAN SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON THE CREDIT TERMINATION DATECompanies and solely at the Agent's discretion.