Common use of Term Loan Clause in Contracts

Term Loan. Except as set forth in Section 2.3(b), the Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")."

Term Loan. Except (a) Upon the terms and subject to the conditions of this Agreement, the Lender shall make the Term Loan to the Borrower in one or more term loan advances (each, a “Term Loan Advance”) from time to time from the date hereof until the Maturity Date, each in an amount which, when added to the sum of the principal amount of all Term Loan Advances then outstanding will not exceed $6,000,000 (the “Maximum Amount”). Each Term Loan Advance shall be in an amount that is an integral multiple of $500,000 and not less than $500,000. The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such information shall not affect the obligation of the Borrower to pay amounts evidenced hereby. (b) The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be received by the Lender not later than 12:00 p.m. Central Time five Business Days preceding the day on which the Term Loan Advance is requested to be made. Each Borrowing Notice shall be signed by a Responsible Officer of the Borrower and certify that (i) the representations and warranties contained in this Agreement are correct in all material respects on and as of such date, before and after giving effect to the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making of a Term Loan Advance set forth in Section 2.3(b)9, as applicable, below have been satisfied. On the Borrowing Date, the Lender shall make the requested Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review Advance by payment of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank immediately available funds to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")Designated Funding Account."

Term Loan. Except as set forth in Section 2.3(b), The Company hereby unconditionally promises to pay to Agent for the account of each Lender the outstanding principal balance of the Term Loan shall bear Advance as follows: (i) In monthly installments on the outstanding Daily Balance thereoffifteenth day of each month, at either commencing on September 15, 2008, in the amount of $4,300,000 and in the amount of $400,000 thereafter; and (aii) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review All prepayments of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect principal with respect to the Term Loan from B Notes shall be applied to the most remote principal installment or installments then unpaid. (iii) On the applicable Maturity Date, the entire unpaid principal balance of the Term Notes and all unpaid interest accrued thereon shall also be fully due and payable. Notwithstanding anything to the contrary in this Agreement, amounts due under Section 2.3(b)(i) may, at the option of the Company, be made in common stock of the Company subject to the satisfaction of the conditions in the immediately following sentence. When making any payment under Section 2.3(b)(i) using common stock of the Company, the value of each such share of stock shall be determined based on ninety five percent (95%) of the Volume-Weighted Average Price for such stock for the twenty (20) Business Days immediately prior to the date such payment is due pursuant to Section 2.3(b)(i) (the “Term Loan Payment Date”); provided, that no payment under Section 2.3(b)(i) may be made using common stock of this Amendment the Company unless the following conditions have been satisfied: (A) the Company shall have given the Agent notice of its intention to make such payment using common stock, which notice shall be the Floating Rate Option. At any time thereafterirrevocable, Borrower shall be entitled, one no later than fifteen (1) time during such amortization period, upon five (515) Business Days prior written notice to Bank, the Term Loan Payment Date; (B) the Volume-Weighted Average Price for such stock for the twenty (20) Business Days immediately prior to elect thereafter the Term Loan Payment Date shall not be less than $0.50 per share; (C) the common stock used for payment is exempt from registration pursuant to pay interest thereon at Section 4(2) or Regulation D of the Fixed Rate Option. Such election by Borrower, once made, Securities Act and may be resold pursuant to the requirements of Rule 144 of the Securities Act (subject to any applicable holding periods thereunder); and (D) the common stock used for payment shall be irrevocable for delivered to the remainder of the term of repayment of Agent on the Term LoanLoan Payment Date. In the event Borrower elects to pay interest common stock satisfying the requirements in the immediately preceding sentence is not delivered on the Term Loan Payment Date after notice has been given by the Company pursuant to clause (A) of such sentence, any amounts unpaid as a result thereof shall bear interest at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than interest rate determined pursuant to Section 2.3(e2.6 plus two percent (2%) hereof, only through the last day of the month in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")which such shares are delivered."

Term Loan. Except (i) The Bank has made term loans to the Borrowers in accordance with the terms of this Agreement, in connection with the Second Amendment to this Agreement, the Fifth Amendment to this Agreement, the Seventh Amendment to this Agreement and the Eighth Amendment to this Agreement (collectively, the “Prior Term Loans”). Immediately before giving effect to the Eleventh Amendment to this Agreement, the aggregate outstanding principal balance of the Prior Term Loans was $4,500,000 and the Borrowers’ obligation to pay the Prior Term Loans was evidenced by the Third Amended and Restated Term Note of the Borrowers dated April 15, 2016 and payable to the order of the Bank in the original principal amount of $6,000,000 (the “Prior Term Note”). (ii) The Bank agrees to make a new term loan to the Borrowers in the amount of $2,000,000 (the “Eleventh Amendment Term Loan”) on the date the conditions precedent to the Eleventh Amendment to this Agreement are satisfied and from and after such date, the Prior Term Loan and the Eleventh Amendment Term Loan will be deemed to be a single term loan in the original principal amount of $6,500,000 and will be referred to as set forth in Section 2.3(b)the “Term Loan”. The obligation of the Borrowers to pay the principal of, and interest on, the Term Loan shall bear on be evidenced by the outstanding Daily Balance thereof, at either (a) a floating rate (Term Note. The Borrowers will use the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review proceeds of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Eleventh Amendment Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder purposes of paying off the term of repayment of the Term LoanHHE Seller Note. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the The Term Loan may be prepaid by Borrower, other than pursuant in whole or in part at any time subject to Section 2.3(e) hereof2.2(e), only but shall be due in accordance with full on the prepayment penalty provisions set forth Term Loan Maturity Date, unless the credit extended under the Term Loan is otherwise accelerated, terminated or extended as provided in Appendix I hereto (the "Prepayment Penalty Provisions")this Agreement."

Term Loan. Except as set forth in Section 2.3(b), the Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) Subject to the terms and conditions of this Agreement, SIMA agrees to make a floating rate loan (the "Floating Rate OptionTerm Loan") equal to the Borrower on or before January 14, 2000 in the principal amount of Twenty Million Dollars ($20,000,000 (US)). The Term Loan may be advanced in one percent (1.00%) above the Prime Rateor more installments, or (b) after Bank's receipt and review all of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), which shall be evidenced by a fixed rate single promissory note (the "Fixed Rate OptionTerm Note") equal to one and one half percent (1.50%) above of the Prime Rate as Borrower in effect on substantially the form of Exhibit A hereto, dated the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment first advance of the Term Loan, and payable to the order of SIMA. (b) At the request of Borrower, SIMA may (but shall not be obligated to) make additional Term Loan advances to Borrower ("Additional Advances") in excess of $20,000,000. In The proceeds of each Additional Advance shall be used solely (i) to finance Capital Expenditures in excess of amounts permitted under clauses (a) through (g) of subsection 9.8 of the event Borrower elects Credit Agreement or (ii) to pay dividends on Preferred Stock to the extent permitted under the Credit Agreement. Each Additional Advance shall be (x) added to the principal of the Term Loan, (y) subject to all the terms hereof applicable to the Term Loan, and (z) evidenced by the Term Note. (c) SIMA shall endorse on the schedule attached to the Term Note the amount of each advance (including any Additional Advance) made by it hereunder, the amount of interest added to the principal of the Term Loan and the amount of any payments or prepayments received by it in respect of principal on the Term Loan. Any such endorsement shall constitute prima facie evidence of the accuracy of the information so recorded, absent manifest error. SIMA's failure to make any such notation shall not affect the obligation of Borrower to repay the unpaid principal amount of and all accrued interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")Loan."

Term Loan. Except as Subject to the terms and conditions hereof, each Lender severally agrees to make a term loan (individually, a “Term Loan” and collectively, the “Term Loans”) to the Company upon satisfaction of the conditions set forth in Section 2.3(b)5.01 hereof in an amount not to exceed its Term Loan Commitment. The Company shall give the Administrative Agent irrevocable written notice (or telephonic notice promptly confirmed in writing) not later than 12:00 p.m. New York, New York time three Business Days prior to the Closing Date specifying (i) the amount to be borrowed, which shall not exceed the Term Loan Commitment, (ii) the Type or Types of such Term Loans and the related amounts for each and (iii) if such Term Loan is an Adjusted Libor Loan, the initial Interest Period selected for such Term Loan. Upon receipt of such notice from the Company, the Administrative Agent shall bear on the outstanding Daily Balance promptly notify each Lender thereof. The Term Loans may, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Company, be (i) Adjusted Libor Loans, (ii) Alternate Base Rate OptionLoans or (iii) a combination thereof. Unless Borrower advises Bank The Term Loan Commitment shall terminate upon funding of the Term Loans on the Closing Date. Prior to the contrary prior Closing Date, certain term loans (such outstanding term loans being hereinafter referred to or concurrently with as the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect “Existing Term Loans”) were previously made to the Term Loan from Company under the Prior Credit Agreement and are outstanding as of the date of this Amendment Agreement, but the Existing Term Loans (including any accrued and unpaid interest and fees thereon) shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest repaid in full on the Closing Date and shall not constitute Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")Loans hereunder."

Term Loan. An advance shall be made hereunder to Dealers on the Loan Date in the principal amount of $75,000,000.00 (the "Term Loan") the proceeds of which shall be used to repay $75,000,000.00 of WCO Advances owed to IBM Credit hereunder. The Term Loan shall constitute a single advance and shall be in the form of a WCO Advance. Except as set forth in Section 2.3(b)this subparagraph, the Term Loan shall bear on be subject to all of the terms and provisions applicable to other WCO Advances. Notwithstanding any other term or provision of this Agreement applicable to WCO Advances, provided no Event of Default has occurred and is continuing: (i) the Term Loan shall accrue a finance charge each month equal to the product of the Term Loan Rate, as defined herein, multiplied by the average daily balance of the outstanding Daily Balance thereofTerm Loan for the applicable period, at either (aii) a floating rate the principal amount of the Term Loan shall be due and payable the earlier of (x) the date that the Existing Agreement is terminated and (y) February 3, 1997 (the "Floating Rate OptionLoan End Date"), (iii) equal subject to one percent (1.00%) above the Prime Ratefollowing sentence, or (b) after Bank's receipt and review in the event that Dealers repay any portion of the Appraisal (and determination principal amount of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from before the Loan End Date, Dealers shall pay to IBM Credit along with such repayment a pre-payment fee of $50,000 ("Pre-Payment Fee"), (iv) if on any date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment principal balance of the Term Loan. In the event Borrower elects to pay interest on Loan exceeds the Term Loan at the Fixed Rate OptionMaximum Amount, the Term Loan may shall be prepaid by Borroweron such date in an amount equal to such excess, other than and (v) repayments of the Term Loan may not be reborrowed. Provided, however, if Dealers repay such Term Loan pursuant to Section 2.3(esubsection (c) hereofbelow, only in accordance with such Pre-Payment Fee shall be waived by IBM Credit. For purposes of this subparagraph, "Term Loan Rate" shall be the prepayment penalty provisions set forth in Appendix I hereto greater of (x) Prime Rate plus 1.875% and (y) the "Prepayment Penalty Provisions")Base Rate plus 1.0%." For purposes of this subparagraph Term Loan Maximum Amount shall mean 80% of Eligible Accounts."

Term Loan. Except as set forth in Section 2.3(b)Subject to all of the terms and conditions of this Agreement, the Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment Agreement, the Company may obtain a loan from the Lender in an amount not to exceed $8,500,000, representing the aggregate principal amount of the Existing Notes, in which event the Existing Notes shall then be deemed superseded by the Floating Rate Option. At Convertible Subordinated Note and shall then be deemed paid as a result of the issuance of the Convertible Subordinated Note and shall then be no longer of any time thereafterforce or effect (b) the First-Tranche Term Loan Funding Date, Borrower shall be entitledthe Company may obtain a loan from the Lender in an amount not to exceed $12,500,000 (the "First-Tranche Commitment"); and (c) the Second-Tranche Term Loan Funding Date, one the Company may obtain a loan from the Lender in an amount not to exceed the difference of (1) time during such amortization period, upon five $25,000,000 and (52) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder sum of the term of repayment of aggregate amounts advanced under the Term Loan. In Existing Notes and the event Borrower elects to pay interest on amount advanced under clauses (a) and (b) above (the Term Loan at "Second-Tranche Commitment"; and the Fixed Rate OptionSecond-Tranche Commitment, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance together with the prepayment penalty provisions amount set forth in Appendix I hereto clause (a) above and the First-Tranche Commitment, the "Commitment"); provided, however, that the aggregate principal amount of the Commitment shall in no event exceed $25,000,000. Once advanced, amounts drawn under the loans may not be readvanced, notwithstanding any payments hereunder. Such loans hereunder shall be evidenced by an amended and restated convertible subordinated note (the "Prepayment Penalty ProvisionsNote"), payable to the order of the Lender in the principal amount of the Commitment, dated as of the date that such loan is made to the Company, in the form of Exhibit 1.01 attached hereto. The Note shall be executed by the Company and delivered to the Lender on the date hereof."

Term Loan. Except as set forth in Section 2.3(b), the Term The Construction Loan shall bear on the outstanding Daily Balance thereof, at either (a) convert to a floating rate term loan (the "Floating Rate OptionTerm Loan") equal to one percent be evidenced by that certain Tenn Note, which alters, amends, and restates the Note in the form of Exhibit B attached hereto and incorporated herein (1.00%) above the Prime Rate, or (b) after Bank's receipt and review "Tenn Note"). In connection with the execution of the Appraisal Tenn Note) Lender and Borrower shall execute and cause to be recorded an Amendment to Deed of Trust, Assignment 'of Rents, Security Agreement and Fixture Filing, similar in form as Exhibit C attached hereto and incorporated herein (the "Amendment to Deed of Trust"). 1.5.1. The following events must occur on or before the Maturity Date (as defined in the Note), in order for Lender to convert the Construction Loan to the Term Loan: (i) construction of the Project has been completed pursuant to the approved Plans and determination Specs and in a good and workmanlike manner (without {T0016367.DOCIll TN514 TN514-18} default), all governmental approvals regarding same have been obtained, including certificates of any Mandatory Prepayment Amount occupancy, and rent stabilization has occurred, (ii) Borrower has delivered to Lender the certified rent roll of the Project which reflects executed leases which are in full force and effect and free from default; and (iii) no Event of Default then exists. Additionally, as a condition to the Conversion (as defined below), if any), the Borrower must cause to be delivered to the Lender a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect title policy endorsement on the date Property insuring the Lender's amended deed of election trust lien subject to no exceptions objectionable to the Lender. 1.5.2. The conversion of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect Construction Loan to the Term Loan from the date of this Amendment shall herein be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice referred to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (as the "Prepayment Penalty ProvisionsConversion")."

Term Loan. Except as (a) Each Lender severally agrees on the terms and conditions set forth in Section 2.3(bthis Agreement to make Advances to the Borrower (upon request of the Borrower pursuant to this Agreement) on the Commitment Termination Date in an amount up to the sum of (i) the outstanding principal amount of the Advances made by such Lender to the Borrower and outstanding as of the opening of business on the Commitment Termination Date plus (ii) the amount available to be borrowed as Advances from such Lender as of the opening of business on the Commitment Termination Date. The aggregate of such Advances is collectively called the “Term Loan”. (b) The Term Loan shall be made upon the irrevocable written notice (including notice via facsimile confirmed immediately by a telephone call) of the Borrower in the form of a Notice of Term Loan Borrowing (a “Notice of Term Loan Borrowing”), in substantially the form of Exhibit A-3 hereto (which notice must be received by the Administrative Agent not later than 11:00 A.M. New York City time not less than three (3) Business Days prior to the Commitment Termination Date), specifying: (A) the amount of the Term Loan which shall be in a principal amount not more than the sum of (i) the aggregate principal amount of the Advances which will be outstanding as of the opening of business on the Commitment Termination Date, plus (ii) the amount available to be borrowed from the Lenders as of the opening of business on the Commitment Termination Date; (B) whether the Term Loan is to be comprised of Base Rate Advances or Eurodollar Rate Advances, and the amount of such Advances; and (C) the Interest Period(s) applicable to the Advances included in such notice; provided that the Term Loan shall bear on the outstanding Daily Balance thereof, at either be made only if (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above Borrower, in accordance with Section 2.16, shall have requested that the Prime Rate, or then current Commitment Termination Date be extended and (b) after Bank's receipt on and review as of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect date on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to which the Term Loan from is made (i) there has been no material adverse change in the date business, condition (financial or otherwise), operations or properties of this Amendment the Borrower and its Subsidiaries since December 31, 2002 and (ii) the statements in 3.02(i) and (ii) are true and correct; provided, further, that if the Term Loan is made no Commitment Termination Date of any Lender shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one extended. (1c) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment The proceeds of the Term Loan. In Loan made by the event Borrower elects Lenders, to the extent required, will be used to pay interest the principal amount of the Advances made by the Lenders outstanding as of the opening of business on the Term Loan at Commitment Termination Date.” H. Article II of the Fixed Rate Option, the Term Loan may be prepaid Existing Credit Agreement is hereby amended by Borrower, other than pursuant to deleting Section 2.3(e) hereof, only 2.19 in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")its entirety."

Term Loan. Except (a) Upon the terms and subject to the conditions of this Agreement, the Lender shall make the Term Loan to the Borrower in one or more term loan advances (each, a “Term Loan Advance”) from time to time from the date hereof until the Maturity Date, each in an amount which, when added to the sum of the principal amount of all Term Loan Advances then outstanding will not exceed $2,000,000 (the “Maximum Amount”). Each Term Loan Advance shall be in an amount that is an integral multiple of $500,000 and not less than $500,000. The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such information shall not affect the obligation of the Borrower to pay amounts evidenced hereby. (b) The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be received by the Lender not later than 12:00 p.m. Central Time five Business Days preceding the day on which the Term Loan Advance is requested to be made. Each Borrowing Notice shall be signed by a Responsible Officer of the Borrower and certify that (i) the representations and warranties contained in this Agreement are correct in all material respects on and as of such date, before and after giving effect to the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making of a Term Loan Advance set forth in Section 2.3(b)9, as applicable, below have been satisfied. On the Borrowing Date, the Lender shall make the requested Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review Advance by payment of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank immediately available funds to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")Designated Funding Account."

Term Loan. Except (i) The Bank has made term loans to the Borrowers in accordance with the terms of this Agreement, in connection with the Second Amendment to this Agreement and in connection with the Fifth Amendment to this Agreement (the “Prior Term Loans”. Immediately before giving effect to the Seventh Amendment to this Agreement, the aggregate outstanding principal balance of the Prior Term Loans was $1,750,000 and the Borrowers’ obligation to pay the Prior Term Loans was evidenced by the Promissory Note of the Borrowers payable to the order of the Bank in the original principal amount of $4,000,000 (the “Prior Term Note”). (ii) The Bank agrees to make a new term loan to the Borrowers in the amount of $3,250,000 (the “Seventh Amendment Term Loan”) on the date the conditions precedent to the Seventh Amendment to this Agreement are satisfied and from and after such date, the Prior Term Loan and the Seventh Amendment Term Loan will be deemed to be a single term loan in the original principal amount of $5,000,000 and will be referred to as set forth in Section 2.3(b)the “Term Loan”. The obligation of the Borrowers to pay the principal of, and interest on, the Term Loan shall bear on be evidenced by the outstanding Daily Balance thereof, at either (a) a floating rate (Term Note. The Borrowers will use the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review proceeds of the Appraisal Seventh Amendment Term Loan for the purposes of (and determination i) making Investments subject to the provisions of any Mandatory Prepayment Amount (as defined belowSection 9.3(g), if any), a fixed rate (the "Fixed Rate Option"ii) equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable providing working capital for the remainder of the term of repayment of the Term Loanvalue hearing health business segment and (iii) financing their working capital requirements and general corporate purposes. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the The Term Loan may be prepaid by Borrower, other than pursuant in whole or in part at any time subject to Section 2.3(e) hereof2.2(e), only but shall be due in accordance with full on the prepayment penalty provisions set forth Term Loan Maturity Date, unless the credit extended under the Term Loan is otherwise accelerated, terminated or extended as provided in Appendix I hereto (the "Prepayment Penalty Provisions")this Agreement."

Term Loan. Except (a) Lender is making a Term Loan to Borrowers in the ----------- original principal amount of $5,760,000. The Term Loan is (i) evidenced by a Term Promissory Note in such original principal amount duly executed and delivered by Borrowers to Lender concurrently herewith; (ii) to be repaid, together with interest and other amounts, in accordance with this Agreement, the Term Promissory Note, and the other Financing Agreements and (iii) secured by all of the Collateral. Borrowers may not reborrow any principal amounts paid pursuant to the Term Promissory Note except as set forth provided for in Section 2.3(b), the Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or below. (b) At any time on or after Bank's receipt and review the second anniversary of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization periodAgreement, upon five (5) Business Days prior the written notice to Bankrequest of Borrowers, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, which shall be irrevocable for (and which shall only be made once), the remainder outstanding principal amount of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid increased by an amount equal to the difference between the (i) then outstanding principal amount of the Term Loan and (ii) sixty (60%) percent of the fair market value of the Distribution and Office Facility (calculated based on the updated appraisal as described below); provided, that, any such increase in the outstanding principal amount of the Term Loan shall only be effective if each of the following conditions is satisfied as determined by Lender: (A) Lender shall have received the written request of Borrowers for such increase after the second anniversary of the date hereof, (B) no Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of Default shall exist or have occurred and be continuing on the proposed date of any such increase of the Term Loan, (C) Lender shall have received an updated appraisal in respect of the Distribution and Office Facility by an independent appraiser acceptable to Lender and in form, scope and methodology acceptable to Lender and addressed to Lender and on which Lender is expressly permitted to rely, which appraisal is conducted no earlier than forty-five (45) days prior to the effective date of such increase, (D) Lender shall have received such appraisal not less than twenty (20) days prior to the applicable effective date and (E) Lender shall have received (1) an Amended and Restated Term Promissory Note (the "Amended Term Note"), (2) Amendments to the Mortgages (the "Mortgage Amendments"), (3) an endorsement to the existing title policy issued for the benefit of Lender, in form and substance, acceptable to Lender, each in form and substance satisfactory to Lender, duly executed and delivered by Borrower, other than pursuant to Section 2.3(e) hereofand in the case of the Mortgage Amendments, only recorded in accordance with the prepayment penalty provisions applicable real estate records. Upon the satisfaction of all of the conditions set forth in Appendix I hereto the immediately preceding sentence, the indebtedness of Borrowers to Lender arising pursuant to the Term Loan and including the additional advance provided for in this Section 2.3(b) herein shall (a) be deemed amended and restated as set forth in the "Prepayment Penalty Provisions")Amended Term Note and evidenced thereby and herein and in the other Financing Agreements, and (b) be deemed secured by all of the Collateral . Borrower may not reborrow any principal amounts paid pursuant to the Amended Term Note."

Term Loan. Except (i) Subject to the terms and conditions hereof, each Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each an “Advance”). The aggregate amount of Advances shall not at any time through and including the Commitment Termination Date exceed the Term Loan Commitment. Furthermore, the Pro Rata Share of the aggregate Advances made by any Lender shall not at any time through and including the Commitment Termination Date exceed its separate Term Loan Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, any Borrower may borrow under this Section 1.1(a); provided, that the amount of any Advance to be made at any time shall not exceed Term Loan Availability at such time. Each Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than 11:00 a.m. New York time five (5) Business Days in advance of the funding date for the requested Advance (the date of the funding of any Advance, the “Funding Date”). Each such notice (a ”Notice of Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(a)(i), and shall include the information required in such Exhibit and such other information as set forth may be required by Agent. Each Notice of Advance shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in Section 2.3(b)accordance therewith. Each Advance shall be made in a minimum amount of $500,000. On the Commitment Termination Date, the Term Loan shall bear Commitment will be automatically and permanently reduced to zero dollars ($0). Notwithstanding anything in this Agreement to the contrary, the determination whether to fund any requested Advance (other than the initial Advance to be funded on the outstanding Daily Balance thereofClosing Date) shall be made on a case-by-case basis and shall require the consent of the Requisite Lenders. (ii) Except as provided in Section 1.12, at either each Borrower shall execute and deliver to each Lender a note to evidence the Term Loan Commitment of that Lender. Each note shall be in the principal amount of the Term Loan Commitment of the applicable Lender, dated the Closing Date and substantially in the form of 2 Junior Credit Agreement (Omni) (a) (ii) (each a floating rate “Term Note” and, collectively, the “Term Notes”). Each Term Note shall represent the obligation of the applicable Borrower to pay the applicable Lender’s Term Loan Commitment or, if less, such Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Advances to such Borrower together with interest thereon as prescribed in Section 1.5. The aggregate principal amount of the Advances advanced to each Borrower shall be the primary obligation of that Borrower (but shall also be guaranteed by all other Borrowers pursuant to Section 12), and the "Floating Rate Option"principal amount thereof outstanding at any time is referred to herein as such Borrower’s “Allocable Share” of the Term Loan. (iii) One or more Advances in the aggregate principal amount of $9,000,000 are outstanding as of immediately prior to the Closing Date. Each Borrower shall repay its Allocable Share of Advances under the Term Loan in quarterly installments that are payable as follows: (1) If, and for as long as, the Senior Term Loan is outstanding, each Borrower shall pay on each Loan Payment Date beginning with April 1, 2008 an amount equal to one percent its Allocable Share of $175,000. (1.00%2) above At any time that the Prime RateSenior Term Loan is paid in full and all commitments with respect thereto have terminated, or (b) after Bank's receipt and review each Borrower shall pay on each Loan Payment Date hereunder an amount equal to 1.875% of its Allocable Share of all Advances under the Term Loan outstanding as of December 31, 2006. Notwithstanding Section 1.1(a)(ii), the aggregate outstanding principal balance of the Appraisal (Term Loan shall be due and determination of any Mandatory Prepayment Amount (as defined below)payable in full in immediately available funds on the Maturity Date, if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as not sooner paid in effect on the date of election of the Fixed Rate Optionfull. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect No payment with respect to the Term Loan from the date may be reborrowed. (iv) Each payment of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice principal with respect to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at shall be paid to Agent for the Fixed Rate Optionratable benefit of each Lender, the Term Loan may be prepaid by Borrower, other than pursuant ratably in proportion to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")each such Lender’s respective Pro Rata Share."

Term Loan. Except as set forth in Section 2.3(b)Subject to the terms and conditions of this Agreement, each Lender, severally and not jointly, will make additional Advances so that the Term Loan shall bear to Borrowers is in an amount equal to the Maximum Term Loan Amount, on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect First Amendment Closing Date. The Term Loan shall be advanced on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution First Amendment Closing Date and delivery by Borrower of this Amendmentshall be, the interest rate in effect 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: eighty-four (84) consecutive monthly principal installments, the first eighty-three (83) of which shall be in the amount of $40,740.00 commencing on the first Business Day of March, 2016, and continuing on the first Business Day of each month thereafter, with a final payment of any unpaid balance of principal and interest payable on the first Business Day of February, 2023, all as more particularly described in this Agreement and in the Note, and subject to mandatory prepayment and acceleration upon the occurrence of an Event of Default under this Agreement, on the Termination Date and/or earlier termination of the Loan Agreement pursuant to the terms thereof. The Term Loan from the date of this Amendment shall be evidenced by one or more secured promissory notes (collectively, the Floating "Term Note") in substantially the form attached hereto as Exhibit 2.4. The Term Loan may consist of Domestic Rate Option. At any time thereafterLoans or Eurodollar Rate Loans, Borrower shall be entitledor a combination thereof, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loanas Borrowing Agent may request. In the event Borrower elects that Borrowers desire to pay interest on the Term obtain or extend a Eurodollar Rate Loan at the Fixed or to convert a Domestic Rate OptionLoan to a Eurodollar Rate Loan, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance Borrowing Agent shall comply with the prepayment penalty provisions notification requirements set forth in Appendix I hereto Sections 2.2(b) and (d) and the "Prepayment Penalty Provisions")provisions of Sections 2.2(b) through (g) shall apply." (e) Subsection 2.21(b) is hereby deleted from the Loan Agreement and replaced to read as follows:

Term Loan. Except as Subjectct to the terms and conditions of this Agreement and the Share Purchase Agreement, and in reliance on the representations and warranties of Borrower set forth herein and in the Other Documents and the representations and warranties of each Term Loan Lender set forth in Section 2.3(bthe Share Purchase Agreement, each Term Loan Lender, severally and not jointly, shall be deemed to advance on the Closing Date to Borrower a Term Loan in the sum equal to such Term Loan Lender’s Term Loan Commitment Percentage of $57,150,000 in exchange for such Term Loan Lender’s Preferred Shares and Warrants, which (i) Preferred Shares shall be deemed to have been repurchased by Borrower and no longer outstanding upon the deemed advance of such Term Loan and (ii) Warrants shall deemed to be cancelled and of no further force and effect upon the deemed advance of such Term Loan. Each Term Loan Lender shall deliver or cause to be delivered to Borrower not later than 14 calendar days after the Closing Date (a) the original certificate(s) for its Preferred Shares, duly endorsed for transfer or accompanied by stock powers duly executed in blank, and (b) its original Warrant(s), the or affidavits of Lost Certificate and Warrants in form reasonably acceptable to Borrower. The Term Loan shall bear be deemed advanced on the outstanding Daily Balance thereofClosing Date and shall be, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to principal, interest and any other amount due thereunder, payable on the Term Loan from last day of the date Term, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")Agreement."

Term Loan. Except as set forth Each Term Lender agrees, severally and not jointly, to lend to Borrower in Section 2.3(bone draw (the “Initial Advance”), the Term Loan shall bear on the outstanding Daily Balance thereofClosing Date, at either its Pro Rata Share of $5,000,000 (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review of the Appraisal (and determination of any Mandatory Prepayment Amount collectively with all Advances (as defined below), the “Term Loan”). Subsequent to the Closing Date, each Term Lender agrees, severally and not jointly, subject to the terms and conditions hereof, to make its Pro Rata Share of advances (each an “Advance”) requested by Borrower hereunder; provided, however that the amount of any Advance to be made any time shall not exceed the Outstanding Term Loan Commitment at such time less any Reserve. The Advances shall be made in one or more Advances each an amount not less than $100,000 (or if anyless, the entire Outstanding Term Loan Commitment) in accordance with Section 2.1(b); provided, that no more than two Advances (excluding the advance of the Initial Term Loan) shall be made during any thirty (30) day consecutive period; and, provided, further, that no Advances shall be made after September 30, 2008. Each such Advance shall be made by Borrower by delivering an Advance Request to Agent in accordance with Section 2.1(b), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect which written notice must be given on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate which is five (5) Business Days (but in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon event no later than five (5) Business Days prior to the last day of any calendar month) on or prior to the date that the Advance is proposed to be made and shall be accompanied by evidence satisfactory to the Agent that the conditions set forth in Section 3.2 and Section 3.3, as applicable, have been satisfied. Promptly after receipt of any such written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by from Borrower, once made, Agent shall give each Term Lender written notice thereof. The obligations of each Term Lender hereunder shall be irrevocable for several and not joint. Notwithstanding anything herein or otherwise to the remainder contrary, no Term Lender shall have any obligation to fund any Advance if as of the term date thereof any Default or Event of repayment Default has occurred and is continuing pursuant to Section 8.1 hereof or would result after giving effect to such Advance. Borrower may not at any time reduce the Term Loan Commitment without the Agent’s prior written consent. Borrower shall repay the Term Loan through periodic payments on the last day of each Fiscal Quarter (beginning with the last day of the first full Fiscal Quarter to occur after the Project Opening) in an amount equal to $104,250 in addition to a final installment in amount equal to the entire remaining unpaid principal of the Term LoanLoan which shall be due and payable on April 20, 2014 (all such installments, the “Scheduled Installments”). In Amounts borrowed hereunder and repaid may not be reborrowed. At the event Borrower elects to pay interest on request of the Term Loan at the Fixed Rate Optionapplicable Lender, the Term Loans shall be evidenced by promissory notes substantially in the form of Exhibit 2.1(a) (as amended, modified, extended, substituted or replaced from time to time, each a “Term Note” and, collectively, the “Term Notes”), and Borrower shall execute and deliver a Term Note to each such Term Lender. Each Term Note shall represent the obligation of Borrower to pay the amount of the applicable Term Lender’s Term Loan may be prepaid by BorrowerCommitment, other than pursuant to Section 2.3(e) hereof, only in accordance together with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")interest thereon."

Term Loan. Except as Immediately prior to the Closing Date, the aggregate outstanding principal amount of the Original Revolving Loans was $105,928,429.38. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth in Section 2.3(bherein, on the Closing Date, $100,000,000 of the Original Revolving Loans shall automatically, and without any action on the part of any Person, be deemed to be converted into the Term Loan under this Agreement and the Lenders shall, through the Agent (or the Co-Agent), make such adjustments among themselves as shall be necessary so that after giving effect to such assignments and adjustments the Term Loan Lenders shall hold the Term Loan. On or prior to the Closing Date, the Agent (or the Co-Agent) shall notify each Lender of any assignments or adjustments that the Agent (or the Co-Agent) deems necessary or advisable such that, after giving effect to the transactions contemplated to occur on the Closing Date, each Lender's interest in the Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions Term Loan Commitments set forth opposite its name on Schedule 1.2(a). All such assignments shall be deemed to occur hereunder automatically on the Closing Date and without any requirement for additional documentation, and, in Appendix I hereto the case of any such assignment, the assigning party shall be deemed to represent and warrant to each assignee that it has not created any adverse claim upon the interest being assigned and that such interest is free and clear of any adverse claim. Each Lender hereby agrees to give effect to the instructions of the Agent (or the "Prepayment Penalty Provisions")Co-Agent) to such Lender contained in the notice described above. The Co-Agent shall have the right, in its sole discretion, to convert all or any part of the Term Loan to Revolving Loans at any time and from time to time."

Term Loan. Except as set forth in Section 2.3(bThe Loan also includes a facility pursuant to which --------- Bank may provide Borrower with one or more term loans (each a "Term Loan"), each of which shall be in a principal amount of not less than five hundred thousand dollars ($500,000) and the aggregate principal amount of which shall not exceed FOUR MILLION Dollars ($4,000,000) (the "Term Commitment Limit"). The Term Loan facility shall expire on May 6, 1999, whereupon Borrower shall no longer be permitted to request, and Bank shall have no further commitment to fund, Term Loans. Each Term Loan shall be evidenced by a Term Note on Bank's standard form (a "Term Note"), dated the date on which such Term Loan is advanced and in an original principal amount equal to the amount of such Term Loan. Each Term Loan shall bear interest at Bank's Base Rate (as defined in the Term Note) in effect from time to time or, at Borrower's option, 6-month LIBOR (as defined in the Term Note) plus 165 basis points (1.65%). Each Term Note shall provide for monthly payments of interest and principal on the outstanding Daily Balance thereofTerm Loan thereunder, at either with principal payments amortized based upon a maturity equal to the shorter of (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan four years from the date of this Amendment funding of such Term Loan and (b) the maturity date of Borrower's 8% Subordinated Convertible Note dated May 18, 1996 in the original amount of $3,000,000 (the "Subordinated Note"). Notwithstanding such amortization or the scheduled maturity of any Term Note, all outstanding Term Notes shall automatically and immediately become due and payable upon the expiration or termination (whether at scheduled maturity, by acceleration or otherwise) of the Revolving Loan. The proceeds of each Term Loan shall be used by Borrower exclusively for the Floating Rate Optionacquisition of a business entity or division (or substantially all assets thereof) engaged in the same lines of business as Borrower. At any time thereafter, Borrower The funding of each Term Loan shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior subject to receipt by Bank of a written notice from Borrower at least ten (10) business days prior to Bankthe date of the proposed funding, which notice shall (a) describe the acquisition to elect thereafter be financed with the requested Term Loan, (b) state the proposed funding date, (c) state the amount of the requested Term Loan, (d) contain representations and warranties by Borrower to pay interest thereon at the Fixed Rate Optioneffect that Borrower will be in compliance with all of the financial covenants and ratios set forth in this Agreement on a pro-forma basis after giving effect to the proposed acquisition and Term Loan, and (e) certify to and attach a pro-forma balance sheet of Borrower giving effect to the proposed acquisition and Term Loan. Such election As a further condition to the funding of any Term Loan, Bank shall have received such documents and instruments as it may request, duly executed and delivered by Borrower, once made, to ensure that Bank has a valid and perfected first priority security interest in all of the assets (other than real property) being acquired by Borrower directly or indirectly in connection with the proposed acquisition. Each Term Loan shall be irrevocable for subject to prepayment solely upon the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions terms and conditions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")applicable Term Note."

Term Loan. Except as set forth in Section 2.3(b)Subject to all of the terms and conditions of this Agreement, the Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment Agreement, the Company may obtain a loan from the Lender in an amount not to exceed $8,500,000, representing the aggregate principal amount of the Existing Notes, in which event the Existing Notes shall then be deemed superseded by the Floating Rate Option. At Convertible Subordinated Note and shall then be deemed paid as a result of the issuance of the Convertible Subordinated Note and shall then be no longer of any time thereafterforce or effect (b) the First-Tranche Term Loan Funding Date, Borrower shall be entitledthe Company may obtain a loan from the Lender in an amount not to exceed $12,500,000 (the "First-Tranche Commitment"); and (c) the Second-Tranche Term Loan Funding Date, one the Company may obtain a loan from the Lender in an amount not to exceed the difference of (1) time during such amortization period, upon five $25,000,000 and (52) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder sum of the term of repayment of aggregate amounts advanced under the Term Loan. In Existing Notes and the event Borrower elects to pay interest on amount advanced under clauses (a) and (b) above (the Term Loan at "Second-Tranche Commitment"; and the Fixed Rate OptionSecond-Tranche Commitment, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance together with the prepayment penalty provisions amount set forth in Appendix I hereto clause (a) above and the First-Tranche Commitment, the "Commitment"); provided, however, that the aggregate principal amount of the Commitment shall in no event exceed $25,000,000. Once advanced, amounts drawn under the loans may not be readvanced, notwithstanding any payments hereunder. Such loans hereunder shall be evidenced by a convertible subordinated note (the "Prepayment Penalty ProvisionsNote"), payable to the order of the Lender in the principal amount of the Commitment, dated as of the date that such loan is made to the Company, in the form of Exhibit 1.01 attached hereto. The Note shall be executed by the Company and delivered to the Lender on the date hereof."

Term Loan. Except as (a) Subject to the terms and conditions set forth in Section 2.3(bthis Agreement, each of the Lenders severally agrees to lend to the Borrower such Lender's Commitment Percentage of the Total Commitment, and the Borrower irrevocably agrees to borrow from the Lenders the amount of the Total Commitment for the sole purpose of repaying in full the Maturing Notes on or before March 31, 2003 (to the extent the Maturing Notes have not therefore been paid in full or remarketed such that the maturity date of the Maturing Notes is March 31, 2013). Notwithstanding anything herein to the contrary, the Term Loan obligation of the Lenders to make the Loans (i) is subject to the satisfaction of the conditions set forth in Sections 10 and 11 and (ii) shall bear on terminate in the outstanding Daily Balance thereof, at either (a) a floating rate (event that the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or Transaction is consummated. (b) after Bank's receipt and review The Loans shall be evidenced by separate promissory notes of the Appraisal Borrower in substantially the form of Exhibit A hereto (collectively, the "Notes"), dated of even date with this Agreement (except as otherwise provided in Section 18.3) and determination completed with appropriate insertions. One Note shall be payable to the order of each Lender in the principal amount equal to such Lender's Commitment. The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of receipt of any Mandatory Prepayment Amount (as defined below)payment of principal thereof, if any), a fixed rate (an appropriate notation on Agent's Record reflecting the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date receipt of election such payment. The outstanding amount of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment Loans set forth on Agent's Record shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder prima facie evidence of the term of repayment principal amount thereof owing and unpaid to each Lender, but the failure to record, or any error in so -19- recording, any such amount on Agent's Record shall not limit or otherwise affect the obligations of the Term Loan. In the event Borrower elects hereunder or under any Note to pay make payments of principal of or interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")any Note when due."

Term Loan. Except (i) The Bank has made term loans to the Borrowers in accordance with the terms of this Agreement, in connection with the Second Amendment to this Agreement, the Fifth Amendment to this Agreement and the Seventh Amendment to this Agreement (the “Prior Term Loans”). Immediately before giving effect to the Eighth Amendment to this Agreement, the aggregate outstanding principal balance of the Prior Term Loans was $4,000,000 and the Borrowers’ obligation to pay the Prior Term Loans was evidenced by the Second Amended and Restated Term Note of the Borrowers dated March 31, 2015 and payable to the order of the Bank in the original principal amount of $5,000,000 (the “Prior Term Note”). (ii) The Bank agrees to make a new term loan to the Borrowers in the amount of $2,000,000 (the “Eighth Amendment Term Loan”) on the date the conditions precedent to the Eighth Amendment to this Agreement are satisfied and from and after such date, the Prior Term Loan and the Eighth Amendment Term Loan will be deemed to be a single term loan in the original principal amount of $6,000,000 and will be referred to as set forth in Section 2.3(b)the “Term Loan”. The obligation of the Borrowers to pay the principal of, and interest on, the Term Loan shall bear on be evidenced by the outstanding Daily Balance thereof, at either (a) a floating rate (Term Note. The Borrowers will use the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review proceeds of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Eighth Amendment Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder purposes of prepaying the term of repayment of the Term LoanBorrowers’ Revolving Loans in part and financing their working capital requirements and general corporate purposes. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the The Term Loan may be prepaid by Borrower, other than pursuant in whole or in part at any time subject to Section 2.3(e) hereof2.2(e), only but shall be due in accordance with full on the prepayment penalty provisions set forth Term Loan Maturity Date, unless the credit extended under the Term Loan is otherwise accelerated, terminated or extended as provided in Appendix I hereto (the "Prepayment Penalty Provisions")this Agreement."

Term Loan. Except as (a) Each Lender severally agrees on the terms and conditions set forth in Section 2.3(bthis Agreement to make Advances in Dollars to the Company (upon request of the Company pursuant to this Agreement) on the Termination Date in an amount up to the sum of (i) the Dollar equivalent of the outstanding principal amount of the Advances made by such Lender and outstanding as of the opening of business on the Termination Date plus (ii) the amount available to be borrowed as Advances from such Lender as of the opening of business on the Termination Date. The aggregate of such Advances is collectively called the "Term Loan". (b) The Term Loan shall be made upon the irrevocable written notice (including notice via facsimile confirmed immediately by a telephone call) of the Company in the form of a Notice of Borrowing (which notice must be received by the Administrative Agent not later than 11:00 a.m. New York City time not less than three Business Days prior to the Termination Date), specifying: (A) the amount of the Term Loan which shall be in a principal amount not more than the sum of (i) the Dollar equivalent of the aggregate principal amount of the Advances which will be outstanding as of the opening of business on the Termination Date, plus (ii) the amount available to be borrowed from the Lenders as of the opening of business on the Termination Date; (B) whether the Term Loan is to be comprised of Base Rate Advances or EURO Rate Advances, and the amounts of such Advances; and (C) the Interest Period applicable to the Advances included in such notice; provided, that, the Term Loan shall bear on be made only if the outstanding Daily Balance thereofCompany, at either (a) a floating rate (in accordance with Section 2.15, shall have requested that the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt then current Termination Date be extended; and review of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), provided further that if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date is made no Commitment Termination Date of this Amendment any Lender shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one extended. (1c) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment The proceeds of the Term Loan. In , to the event Borrower elects extent required, will be used to pay interest the principal amount of the Advances outstanding as of the opening of business on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")Termination Date."

Term Loan. Except (a) Upon the terms and subject to the conditions of this Agreement, the Lender shall make the Term Loan to the Borrower in one or more term loan advances (each, a “Term Loan Advance”) from time to time from the date hereof until the Maturity Date, each in an amount which, when added to the sum of the principal amount of all Term Loan Advances then outstanding will not exceed $6,000,000 (the “Maximum Amount”). Each Term Loan Advance shall be in an amount that is an integral multiple of $500,000 and not less than $500,000. The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such information shall not affect the obligation of the Borrower to pay amounts evidenced hereby. (b) The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be received by the Lender not later than 12:00 p.m. Central Time five Business Days preceding the day on which the Term Loan Advance is requested to be made. Each Borrowing Notice shall be signed by a Responsible Officer of the Borrower and certify that (i) the representations and warranties contained in this Agreement are correct in all material respects on and as of such date, before and after giving effect to the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making 3 of a Term Loan Advance set forth in Section 2.3(b)9, as applicable, below have been satisfied. On the Borrowing Date, the Lender shall make the requested Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review Advance by payment of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank immediately available funds to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")Designated Funding Account."

Term Loan. Except as The Bank hereby agrees, on the terms and conditions set forth in this Loan Agreement, in up to six Advances (each of which shall occur on an Advance Date) , to make an Advance to the Borrower in the principal amount of up to $4,857,000.00, the proceeds of which are to be used for the purposes set forth herein, including Section 2.3(b)2.06 hereof; provided, however, that (i) the Bank shall not be permitted or required to, and the Borrower shall not request that the Bank make any Advance if, after giving effect thereto, the original principal amount of all Advances would exceed the Term Loan Commitment Amount and (ii) subject to compliance with the terms and provisions hereof, the Bank shall bear on the outstanding Daily Balance thereof, at either only be required to make an Advance if (a) a floating rate before and after giving effect thereto, the representations and warranties set forth in each Loan Document are, in each case, true and correct with the same effect as if then made (the "Floating Rate Option"unless stated to relate solely to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date) equal to one percent (1.00%) above the Prime Rate, or and (b) after Bank's receipt no Default or Event of Default has then occurred and review of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Optionbe continuing. Unless Borrower advises Bank to the contrary prior to No amounts paid or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect prepaid with respect to the Term Loan from the date of this Amendment shall may be the Floating Rate Optionreborrowed. At any time thereafter, The Borrower shall give the Bank irrevocable notice (which notice must be entitledreceived by the Bank prior to 10:00 A.M. (local time at the Funding Office), one (1) time during such amortization period, upon five (5) three Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for applicable Advance Date) requesting that the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on Bank make an Advance under the Term Loan at on the Fixed Rate Option, immediately following Advance Date and such notice shall be accompanied by a certificate signed by the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with 's chief financial officer stating that as of the prepayment penalty provisions applicable Advance Date no Default or Event of Default has occurred and the representations and warranties set forth in Appendix I hereto each Loan Document shall, in each case, be materially true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Subject to the "Prepayment Penalty Provisions"terms and provision hereof, not later than 12:00 Noon (local time at the Funding Office), on the applicable Advance Date the Bank shall transfer funds in a combined amount equal to the requested Advance to such account(s) as the Borrower shall request."

Term Loan. Except (a) Upon the terms and subject to the conditions of this Agreement, the Lender shall make the Term Loan to the Borrower in one or more term loan advances (each, a “Term Loan Advance”) from time to time from the date hereof until the Maturity Date, each in an amount which, when added to the sum of the principal amount of all Term Loan Advances then outstanding will not exceed $10,000,000 (the “Maximum Amount”). Each Term Loan Advance shall be in an amount that is an integral multiple of $500,000 and not less than $500,000. The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such information shall not affect the obligation of the Borrower to pay amounts evidenced hereby. (b) The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be received by the Lender not later than 12:00 p.m. Central Time five Business Days preceding the day on which the Term Loan Advance is requested to be made. Each Borrowing Notice shall be signed by a Responsible Officer of the Borrower and certify that (i) the representations and warranties contained in this Agreement are correct in all material respects on and as of such date, before and after giving effect to the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making of a Term Loan Advance set forth in Section 2.3(b)9, as applicable, below have been satisfied. On the Borrowing Date, the Lender shall make the requested Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review Advance by payment of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank immediately available funds to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")Designated Funding Account."

Term Loan. Except (a) Upon the terms and subject to the conditions of this Agreement, the Lender shall make the Term Loan to the Borrower in multiple term loan advances (each, a “Term Loan Advance”) on the dates (each a “Borrowing Date”) and in the amounts set forth below: Within two Business Days after receipt by the Lender of the initial Borrowing Notice $ 2,000,000 August 1, 2015 $ 2,500,000 September 1, 2015 $ 1,500,000 The sum of the principal amount of all Term Loan Advances will not exceed $6,000,000.00 (the “Maximum Amount”). The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such information shall not affect the obligation of the Borrower to pay amounts evidenced hereby. (b) The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be received by the Lender not later than 12:00 p.m. Central Time two Business Days preceding the day on which the Term Loan Advance is requested to be made. Each Borrowing Notice shall be signed by a Responsible Officer of the Borrower and certify that (i) the representations and warranties contained in this Agreement are correct in all material respects on and as of such date, before and after giving effect to the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making of a Term Loan Advance set forth in Section 2.3(b)9 below have been satisfied. On the Borrowing Date, the Lender shall make the requested Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review Advance by payment of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank immediately available funds to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")Designated Funding Account."

Term Loan. Except (a) Upon the terms and subject to the conditions of this Agreement, the Lender shall make the Term Loan to the Borrower in one or more term loan advances (each, a “Term Loan Advance”) from time to time from the date hereof until the Maturity Date, each in an amount which, when added to the sum of the principal amount of all Term Loan Advances then outstanding will not exceed $[7,500,000] (the “Maximum Amount”). Each Term Loan Advance shall be in an amount that is an integral multiple of $500,000 and not less than $500,000. The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such information shall not affect the obligation of the Borrower to pay amounts evidenced hereby. (b) The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be received by the Lender not later than 12:00 p.m. Central Time five Business Days preceding the day on which the Term Loan Advance is requested to be made. Each Borrowing Notice shall be signed by a Responsible Officer of the Borrower and certify that (i) the representations and warranties contained in this Agreement are correct in all material respects on and as of such date, before and after giving effect to the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making of a Term Loan Advance set forth in Section 2.3(b)9, as applicable, below have been satisfied. On the Borrowing Date, the Lender shall make the requested Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review Advance by payment of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank immediately available funds to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")Designated Funding Account."

Term Loan. Except (a) Upon the terms and subject to the conditions of this Agreement, the Lender shall make the Term Loan to the Borrower in multiple term loan advances (each, a “Term Loan Advance”) on the dates (each a “Borrowing Date”) and in the amounts set forth below: Within two Business Days after receipt by the Lender of the initial Borrowing Notice $ 1,000,000 August 1, 2014 $ 1,500,000 September 1, 2014 $ 2,000,000 The sum of the principal amount of all Term Loan Advances will not exceed $4,500,000 (the “Maximum Amount”). The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such information shall not affect the obligation of the Borrower to pay amounts evidenced hereby. (b) The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be received by the Lender not later than 12:00 p.m. Central Time two Business Days preceding the day on which the Term Loan Advance is requested to be made. Each Borrowing Notice shall be signed by a Responsible Officer of the Borrower and certify that (i) the representations and warranties contained in this Agreement are correct in all material respects on and as of such date, before and after giving effect to the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making of a Term Loan Advance set forth in Section 2.3(b)9 below have been satisfied. On the Borrowing Date, the Lender shall make the requested Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review Advance by payment of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank immediately available funds to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")Designated Funding Account."

Term Loan. Except (a) Upon the terms and subject to the conditions of this Agreement, the Lender shall make the Term Loan to the Borrower in one or more term loan advances (each, a “Term Loan Advance”) from time to time from the date hereof until the Maturity Date, each in an amount which, when added to the sum of the principal amount of all Term Loan Advances then outstanding will not exceed $1,500,000 (the “Maximum Amount”). Each Term Loan Advance shall be in an amount that is an integral multiple of $100,000. The Lender may endorse and attach a schedule to reflect borrowings evidenced by this Agreement and all payments and prepayments thereon; provided, that any failure to endorse such information shall not affect the obligation of the Borrower to pay amounts evidenced hereby. (b) The Borrower shall give the Lender prior written notice substantially in the form of Exhibit A attached hereto (a “Borrowing Notice”), of each request for a Term Loan Advance. Such notice must be received by the Lender not later than 12:00 p.m. Central Time five Business Days preceding the day on which the Term Loan Advance is requested to be made. Each Borrowing Notice shall be signed by a Responsible Officer of the Borrower and certify that (i) the representations and warranties contained in this Agreement are correct in all material respects on and as of such date, before and after giving effect to the proposed Term Loan Advance as though made on and as of such date, (ii) the proceeds of the Term Loan Advance will be used solely for the purposes described in Section 3 below and (iii) all other conditions to the making of a Term Loan Advance set forth in Section 2.3(b)9, as applicable, below have been satisfied. On the Borrowing Date, the Lender shall make the requested Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review Advance by payment of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank immediately available funds to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")Designated Funding Account."

Term Loan. Except (i) Subject to the terms and conditions hereof, each Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each an “Advance”). The aggregate amount of Advances shall not at any time through and including the Commitment Termination Date exceed the Term Loan Commitment. Furthermore, the Pro Rata Share of the aggregate Advances made by any Lender shall not at any time through and including the Commitment Termination Date exceed its separate Term Loan Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, any Borrower may borrow under this Section 1.1(a); provided, that the amount of any Advance to be made at any time shall not exceed Term Loan Availability at such time. Each Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than 11:00 a.m. New York time five (5) Business Days in advance of the funding date for the requested Advance (the date of the funding of any Advance, the “Funding Date”). Each such notice (a ”Notice of Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(a)(i), and shall include the information required in such Exhibit and such other information as set forth may be required by Agent. Each Notice of Advance shall be irrevocable and the applicable Borrower shall be bound to make a borrowing in Section 2.3(b)accordance therewith. Each Advance shall be made in a minimum amount of $2,000,000. On the Commitment Termination Date, the Term Loan shall bear Commitment will be automatically and permanently reduced to zero dollars ($0). Notwithstanding anything in this Agreement to the contrary, the determination whether to fund any requested Advance (other than the initial Advance to be funded on the Closing Date) shall be made on a case-by-case basis and shall require the consent of all of the Lenders. (ii) Except as provided in Section 1.12, each Borrower shall execute and deliver to each Lender a note to evidence the Term Loan Commitment of that Lender. Each note shall be in the principal amount of the Term Loan Commitment of the applicable Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(a)(ii) (each a “Term Note” and, collectively, the “Term Notes”). Each Term Note shall represent the obligation of the applicable Borrower to pay the applicable Lender’s Term Loan Commitment or, if less, such Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Advances to such Borrower together with interest thereon as prescribed in Section 1.5. The aggregate principal amount of the Advances advanced to each Borrower shall be the primary obligation of that Borrower (but shall also be guaranteed by all other Borrowers pursuant to Section 12), and the principal amount thereof outstanding Daily Balance thereofat any time is referred to herein as such Borrower’s “Allocable Share” of the Term Loan. (iii) Each Borrower shall repay its Allocable Share of the Term Loan in quarterly installments that are payable as follows: (1) If, at either (a) a floating rate (and for as long as, the "Floating Rate Option") Senior Term Loan is outstanding, each Borrower shall pay on each Loan Payment Date beginning with April 1, 2008 an amount equal to one percent its Allocable Share of $175,000. (1.00%2) above At any time that the Prime RateSenior Term Loan is paid in full and all commitments with respect thereto have terminated, or (b) after Bank's receipt and review each Borrower shall pay on each Loan Payment Date hereunder an amount equal to 1.875% of its Allocable Share of all Advances under the Term Loan outstanding as of December 31, 2006. Notwithstanding Section 1.1(a)(ii), the aggregate outstanding principal balance of the Appraisal (Term Loan shall be due and determination of any Mandatory Prepayment Amount (as defined below)payable in full in immediately available funds on the Maturity Date, if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as not sooner paid in effect on the date of election of the Fixed Rate Optionfull. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect No payment with respect to the Term Loan from the date may be reborrowed. (iv) Each payment of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice principal with respect to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at shall be paid to Agent for the Fixed Rate Optionratable benefit of each Lender, the Term Loan may be prepaid by Borrower, other than pursuant ratably in proportion to Section 2.3(e) hereof, only in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")each such Lender’s respective Pro Rata Share."

Term Loan. Except as set forth (a) Subject to and upon the terms and conditions contained herein, each Lender agrees to continue its Term Loan to the Borrowers in US Dollars on the Closing Date in the original principal amount of US$8,027,500. (b) If a Priority Event has occurred and is continuing, all payments shall be applied in accordance with Section 2.3(b)5.4. In the absence of a continuing Priority Event, the following payments shall be made: (i) Repayment of the Term Loan shall bear be made by the Borrowers to Agent, for the benefit of Lenders, in quarterly installments in the amounts and on the dates set out on Schedule 2.3(b)(i) hereto with the final payment due in respect thereof (together with all outstanding Daily Balance thereof, at either interest thereon) payable on the Maturity Date. (aii) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review of the Appraisal (and determination The proceeds of any Mandatory Prepayment Amount (Debt Offering or Equity Offering shall be applied as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date permanent repayment of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan provided a Priority Event shall not have occurred and be continuing or would result from such repayment. Such repayments of the date of this Amendment Term Loan shall be applied to installments under Section 2.3(b)(i) in the Floating Rate Option. At inverse order of maturity. (iii) The proceeds of any time thereafter, Borrower sale of the Collateral shall be entitledapplied as a permanent repayment of the Term Loan; provided that: (A) prior to a Priority Event, one if Agent has received such proceeds and Total Excess Availability is equal to or greater than US$1,000,000; and (1B) time during after a Priority Event and subject to the Intercreditor Agreement if applicable, Agent shall apply such amortization period, proceeds upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate OptionAgent’s receipt of such proceeds. Such election by Borrower, once made, repayments of the Term Loan shall be irrevocable for applied to installments under Section 2.3(b)(i) in the remainder inverse order of maturity. (iv) The proceeds of any sale of Equipment secured through the term Security Agreements (other than, in the absence of a continuing Priority Event, sales of Equipment of SMTC Canada in the Ordinary Course of Business) shall be applied as a permanent repayment of the Term Loan. In the event Borrower elects to pay interest on Such repayments of the Term Loan at shall subject to the Fixed Rate OptionIntercreditor Agreement. if applicable be applied to installments under Section 2.3(b)(i) in the inverse order of maturity. (v) The Borrower may make voluntary prepayments of the Term Loan upon the satisfaction of each of the following conditions: (a) Total Excess Availability would not be less than US$3,000,000 immediately after giving effect to such prepayment, (b) the average Total Excess Availability is not less than US$3,000,000 for the fifteen (15) days immediately preceding such repayment and (c) as of the date of any such prepayment and after giving effect thereto, no Default or Event of Default have occurred and be continuing or would result from such prepayment. Such repayments of the Term Loan shall be applied to installments under Section 2.3(b) in the inverse order of maturity. (vi) Any amounts repaid in respect of the Term Loan may not be prepaid by Borrower, other than pursuant reborrowed and shall be applied to Section 2.3(e) hereof, only in accordance with permanently reduce the prepayment penalty provisions set forth in Appendix I hereto (aggregate amount of the "Prepayment Penalty Provisions")Term Loan."

Term Loan. Except as set forth in Section 2.3(b), the Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate Subject to the terms and conditions hereof, each Term Loan Lender severally agrees to make term loans (the "Floating Rate OptionTerm Loans") equal to the Borrower from time to time during the Commitment Period in an aggregate principal amount at any one percent (1.00%) above time outstanding not to exceed the Prime Rate, or (b) after Bankamount of such Term Loan Lender's receipt and review Term Loan Commitment; provided that $20,000,000 of such term loans shall only be available to the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect Borrower on the date Closing Date and the remaining $2,000,000 of election of the Fixed Rate Option. Unless Borrower advises Bank term loans shall be available to the contrary prior to or concurrently with Borrower during the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects Commitment Period solely to pay interest on the due date thereof on the Loans as required hereunder. (b) The Term Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with subsections 2.1(c) and 2.7, provided that no Term Loan at shall be made as a Eurodollar Loan after the Fixed Rate Option, day that is one month prior to the Term Loan Termination Date. (c) The Borrower may be prepaid by Borrower, other than pursuant to Section 2.3(e) hereof, only borrow during the Commitment Period in accordance with the prepayment penalty provisions set forth in Appendix I hereto proviso to subsection 2.1(a) on any Working Day, if all or any part of such Term Loans are to be initially Eurodollar Loans, or on a Business Day, if all of such Term Loans are to be initially Base Rate Loans, provided that the Borrower shall give the Agent irrevocable notice (which notice must be received by the "Prepayment Penalty Provisions"Agent prior to 10:00 A.M., Los Angeles time, (a) three Business Days prior to the requested Borrowing Date, if all or any part of the requested Term Loans are to be initially Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, otherwise).", specifying (i) the amount to be borrowed,

Term Loan. Except (a) Upon the satisfaction of the conditions precedent to the making of the Term Loan as set forth in Section 2.3(b3.1 below, Bank will make a single advance in the amount of Ten Million Dollars ($10,000,000) to Borrower (such advance being referred to herein as the “Term Loan”), the Term Loan shall bear on the outstanding Daily Balance thereof, at either (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or . (b) after Bank's receipt and review of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined below), if any), a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect Interest accrues on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder making of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the Term Loan at the applicable interest rate as set forth in Section 2.3(a) and shall be payable on the first day of the month following the making of Term Loan and continuing until such Term Loan has been repaid in full. The Term Loan shall be payable in forty eight (48) equal monthly installment payments consisting of principal and interest beginning on the first day of the month following the making of the Tem Loan and continuing on the first day of each of the succeeding forty seven months thereafter (such final installment payment date is referred to herein as the “Maturity Date”), provided that at any time that the interest rate changes (whether due to a change in the underlying Prime Rate, upon conversion to the Fixed Rate Option, or however otherwise arising) the above referenced payment amount shall be changed to reflect the modified interest rate and the remaining months for amortizing the then outstanding balance of the Term Loan until the Maturity Date. Without limitation of the foregoing, on the Maturity Date the Term Loan and all related Obligations shall be repaid in full. Borrower may not reborrow any repaid portions of the Term Loan. (c) To request the Term Loan, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 12:00 p.m. Pacific time one (1) Business Day before the day on which the Term Loan is to be prepaid made. The notice in the form of Exhibit B (Payment/Advance Form) must be signed by Borrowera Responsible Officer or such Person’s designee. Further, other than pursuant prior to Section 2.3(e) hereofthe making of the Term Loan, only in accordance with the prepayment penalty provisions all conditions precedent thereto as set forth in Appendix I hereto (the "Prepayment Penalty Provisions")Section 3.1 of this Agreement are to be satisfied."

Term Loan. Except Subject to the terms and conditions of this Agreement, Lender will make a Term Loan to Borrowers in the sum of $1,560,000. The Term Loan shall be advanced on the Effective Date and 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: thirty-six consecutive monthly installments, the first thirty-five (35) of which each shall be in the amount of $18,570.00 commencing on July 1, 1995 and payable on the first day of each month thereafter with the thirty-sixth (36th) and final payment in an amount equal to the unpaid principal amount of the Term Loan plus all accrued interest payable on the last day of the Term. The Term Loan shall be evidenced by and subject to the terms and conditions set forth in Section 2.3(bthe secured promissory note ("Term Note") in substantially the form attached hereto as EXHIBIT 2(O). The Term Loan may be prepaid, in whole or in part, at the option of Borrowers but only (i) with the proceeds of Equipment and of General Intangibles relating to Equipment and/or (ii) except as specifically provided in the foregoing subsection (ii), from a source other than the proceeds of Collateral. All prepayments shall be applied to installments of the Term Loan shall bear on in the outstanding Daily Balance inverse order of the maturities thereof, at either . 2.4. Section 5(a)(i) is hereby amended in its entirety to provide as follows: (i) Except as modified by paragraphs 5 (a) a floating rate (the "Floating Rate Option") equal to one percent (1.00%) above the Prime Rate, or (b) after Bank's receipt and review of the Appraisal (and determination of any Mandatory Prepayment Amount (as defined belowiii), if any)(vi) and (vii) below, a fixed rate (the "Fixed Rate Option") equal to one and one half percent (1.50%) above the Prime Rate as in effect on the date of election of the Fixed Rate Option. Unless Borrower advises Bank to the contrary prior to or concurrently with the execution and delivery by Borrower of this Amendment, the interest rate in effect with respect to the Term Loan from the date of this Amendment Borrowers shall be the Floating Rate Option. At any time thereafter, Borrower shall be entitled, one (1) time during such amortization period, upon five (5) Business Days prior written notice to Bank, to elect thereafter to pay interest thereon at the Fixed Rate Option. Such election by Borrower, once made, shall be irrevocable for the remainder of the term of repayment of the Term Loan. In the event Borrower elects to pay interest on the (X) unpaid principal balance of the Revolving Credit Advances for each day they are outstanding at the Contract Rate and (Y) outstanding principal amount of the Term Loan at the Fixed Rate Option, the Term Loan may be prepaid Rate. 2.5. Section 5(a)(vii) is hereby amended by Borrower, other than adding the following sentence at the end thereof: "Only one reduction to the Contract Rate pursuant to Section 2.3(ethis subsection (vii) hereof, only shall occur while this Agreement is in accordance with the prepayment penalty provisions set forth in Appendix I hereto (the "Prepayment Penalty Provisions")effect." 2.6. Section 5(b)(v) is hereby amended in its entirety to provide as follows: