NIGHTHAWK RADIOLOGY SERVICES, LLC

NIGHTHAWK RADIOLOGY HOLDINGS, INC.

NRS CORPORATION

LOAN AND SECURITY AGREEMENT

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This LOAN AND SECURITY AGREEMENT is entered into as of April 20, 2005, by and among NIGHTHAWK RADIOLOGY SERVICES, LLC (?Borrower?), NIGHTHAWK RADIOLOGY HOLDINGS INC. (?Holdings?) and NRS Corporation (?NRS? and together with Holdings, the ?Parent Guarantors?), and COMERICA BANK (?Bank?).

RECITALS

Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Loan and Security Agreement (?this Agreement?) sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.

AGREEMENT

The parties hereto hereby agree as follows:

1. DEFINITIONS AND CONSTRUCTION.

1.1. Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the definitions set forth in Exhibit A. Any term used in the Code, and not defined herein, shall have the meaning given to the term in the Code.

1.2. Accounting Terms. Any accounting term not specifically defined in Exhibit A shall be construed in accordance with GAAP, and all calculations shall, except as and to the extent otherwise expressly provided in this Agreement, be made in accordance with GAAP. The term ?financial statements? shall include the accompanying notes and schedules.

2. ADVANCES AND TERMS OF PAYMENT.

2.1. Credit Extensions.

(a) Promise to Pay. Borrower promises to pay to Bank, in lawful money of the United States of America, the entire unpaid principal amount of all Credit Extensions from time to time made by Bank to Borrower, together with interest on the unpaid principal amount of each of such Credit Extensions at rates in accordance with the terms hereof.

(b) Advances under Term Loan Commitment. Subject to and upon the terms and conditions of this Agreement, Borrower may request an Advance under the Term Loan Commitment in an aggregate original principal amount not to exceed $12,000,000 (i.e., the maximum amount of the Term Loan Commitment). The entire Borrowing consisting of one Advance under the Term Loan Commitment shall be made on the Closing Date. The entire proceeds of the Advance under the Term Loan Commitment shall be used by Borrower for the purposes described in paragraph (f) of this Section 2.1. Upon the making of the Advance under the Term Loan Commitment in the aggregate original principal amount of $12,000,000, the Term Loan Commitment shall expire, and Bank shall have no further obligations of any kind to make any other Credit Extensions to Borrower under the Term Loan Facility. No part of the principal of the Advance under the Term Loan Commitment may be reborrowed once paid. As provided by Section 2.2(a), Borrower may at any time prepay, without premium or penalty, all or any part of the Advance under the Term Loan Commitment.

(c) Advances under Revolving Commitment. Subject to and upon the terms and conditions of this Agreement, Borrower may from time to time during the Revolving Commitment Period request Advances under the Revolving Commitment in an aggregate outstanding principal amount not to exceed the sum of $3,000,000 (i.e., the maximum amount of the Revolving Commitment) minus the Letter of Credit Obligations. The entire proceeds of each Advance under the Revolving Commitment shall be used by Borrower for the purposes described in paragraph (f) of this Section 2.1. The Revolving Commitment shall expire on April 20, 2009, and Bank shall have no further obligations of any kind to make any other extensions of credit to Borrower or issue any Letters

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of Credit for the account of the Borrower under the Revolving Commitment. Any Advance under the Revolving Commitment may be reborrowed once paid.

(d) Letters of Credit.

(i) Subject to the terms and conditions of this Agreement, Borrower may from time to time during the Revolving Commitment Period request the issuance of standby letters of credit and Bank shall issue standby letters of credit for the account of Borrower (each a ?Letter of Credit?). Borrower may request the issuance of a Letter of Credit by delivering to Bank a duly executed letter of credit application and letter of credit agreement on Bank?s standard form (the ?Application?), provided, however, (A) the Letter of Credit Obligations shall not at any time exceed the lesser of $750,000 and the unused Revolving Commitment and (B) the maximum undrawn amount under all outstanding Letters of Credit shall be deemed to constitute Advances under the Revolving Commitment for purposes of calculating the unused Revolving Commitment. Each Letter of Credit shall be, in form and substance, reasonably acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of the Application. Borrower will pay a letter of credit fee equal to the Applicable Margin for Eurodollar Rate Advances multiplied by the facing amount of each Letter of Credit upon issuance and annually thereafter and such other standard fees that Bank notifies Borrower will be charged for issuing and processing Letters of Credit. Unless Borrower shall have deposited with Bank cash collateral in an amount sufficient to cover all Letter of Credit Obligations and Bank shall have agreed in writing, no Letter of Credit shall have an expiration date that is later than the Final Maturity Date. If Borrower has not secured to Bank?s satisfaction its obligations with respect to any Letters of Credit by the Final Maturity Date or upon the termination date of the Revolving Commitment, then, effective as of such date, the balance in any deposit accounts held by Bank and the certificates of deposit issued by Bank in Borrower?s name (and any interest paid thereon or proceeds thereof, including any amounts payable upon the maturity or liquidation of such certificates), shall automatically secure such obligations to the extent of the then outstanding and undrawn Letters of Credit. Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts thereon or any requests by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the Letters of Credit are outstanding.

(ii) The obligation of Borrower to reimburse Bank for drawings made under the Letter of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, the Application, and such Letters of Credit, under all circumstances whatsoever. Borrower shall indemnify, defend, protect, and hold Bank harmless from any loss, cost, expense or liability, including, without limitation, reasonable attorneys? fees, arising out of or in connection with any Letter of Credit, except for expenses caused by Bank?s gross negligence or willful misconduct.

(e) Form of Request. Whenever Borrower desires an Advance under the Term Loan Commitment or an Advance under the Revolving Commitment, Borrower shall (subject always to the last sentence of this paragraph (e)) notify Bank by facsimile transmission or telephone no later than 3:00 p.m., Pacific time, on the Business Day on which the Advance is to be made. Each such notification shall be simultaneously confirmed by a written Loan Advance Request in or substantially in the form of Exhibit C. Bank is authorized to make Advances under this Agreement based upon instructions received from a Responsible Officer of Borrower, or without any instructions or directions if, in Bank?s discretion, such Advances are necessary to pay and satisfy any Obligations which have become due and remain unpaid. Bank shall be entitled to rely on any telephonic notice given by any Person whom Bank reasonably believes to be a Responsible Officer of Borrower, and Borrower shall indemnify and hold Bank harmless for any damages or losses suffered by Bank as a result of any such reliance. Bank shall credit the amount of each Advance made under this Section 2.1 to one of Borrower?s Deposit Accounts with Bank in accordance with Borrower?s instructions or otherwise transfer the amount thereof in accordance with Borrower?s instructions or otherwise in accordance with the terms of this Agreement. Borrower shall, in the notice given to Bank pursuant to the first sentence of this paragraph (e), specify whether the Advance requested is to consist of one or more Prime Rate Advances or Eurodollar Rate Advances and, if the Advance so requested is to consist of one or more Eurodollar Rate Advances, Borrower shall also specify the duration of the first Interest Period to be applicable to each such Advance. Anything in the foregoing provisions of this paragraph (e) express or implied to the contrary notwithstanding, if the Borrower specifies the Eurodollar Rate option for any Advance, the notice required by the first sentence of this paragraph (e) shall be given by Borrower to Bank no later than the third Business Day before the Business Day on which the Advance is to be made.

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(f) Use of Proceeds. Borrower shall use the proceeds of the Advances made under the Commitments to repay in full the Existing Debt and for the payment of fees and expenses incurred in connection with the preparation and closing of this Agreement and the other Loan Documents, and the Advances under the Revolving Commitment shall be used for working capital, Letters of Credit and other general corporate requirements of Borrower and otherwise in accordance with the terms of this Agreement.

2.2. Prepayments.

(a) Borrower may at any time prepay, without premium or penalty, the unpaid principal of any of the Advances in a minimum amount equal to $250,000 or integral multiples of $50,000 in excess thereof. No part of the principal of the Advance under the Term Loan Commitment prepaid may be reborrowed. Principal repaid under the Revolving Commitment may be reborrowed during the Revolving Commitment Period, subject to the conditions contained in this Agreement.

(b) If Borrower or any other Credit Party shall at any time, while any Obligations remain outstanding under the Term Loan Facility, receive Net Cash Proceeds from any Asset Sale or Recovery Event, then the entire amount of the Net Cash Proceeds from such Asset Sale or Recovery Event not reinvested in the same or similar property within ninety (90) days after receipt thereof by Borrower or any other Credit Parties shall be paid to Bank promptly upon expiration of such ninety (90) day period by Borrower or such other Credit Parties, and such Net Cash Proceeds shall be applied by Bank towards prepayment of unpaid principal of all outstanding Term Loan Facility Advances in accordance with paragraph (e) of this Section 2.2, and the balance (if any) of such Net Cash Proceeds shall be credited to one of Borrower?s Deposit Accounts with Bank in accordance with Borrower?s instructions.

(c) If Holdings shall at any time, while any Obligations remain outstanding under the Term Loan Facility, receive Net Cash Equity Issuance Proceeds from any Equity Issuance, then one-third (1/3) of the entire amount of such Net Cash Equity Issuance Proceeds shall be paid to Bank promptly upon receipt thereof by Holdings, and such amount of Net Cash Equity Issuance Proceeds shall be applied by Bank towards prepayment of unpaid principal of all outstanding Term Loan Facility Advances in accordance with paragraph (e) of this Section 2.2.

(d) Nothing in paragraphs (b) or (c) of this Section 2.2 shall be construed as a consent of Bank for, or be deemed to permit, any Asset Sale or Equity Issuance not otherwise permitted by this Agreement.

(e) Each prepayment of principal of any Advances pursuant to paragraph (b) of this Section 2.2 shall be applied by Bank towards payment of the remaining scheduled installments of principal of the Advances under the Term Loan Facility pursuant to Section 2.3(a), in the inverse order of the respective maturities of such installments.

2.3. Maturity Dates.

(a) Mandatory Repayment of Advances under Term Loan Facility. Borrower shall repay the aggregate principal amount of the Advances made under the Term Loan Facility in sixteen (16) consecutive quarterly installments of principal, each of which shall become due and payable on the last calendar day of each quarter. The first such installment shall become due and payable on June 30, 2005 and the last of such sixteen (16) installments of principal shall become due and payable on the Final Maturity Date. Each of the first fifteen (15) of such quarterly installments of principal shall be in the amount of $750,000 and the last of such quarterly installments shall be in the amount of the outstanding principal amount of the Term Loan Facility.

(b) Advances under Revolving Commitment. The Revolving Commitment shall terminate in full on the Final Maturity Date, and there shall become and be absolutely and unconditionally due and payable on the Final Maturity Date, and Borrower hereby promises to pay to Bank on the Final Maturity Date, the entire principal of each of the Advances then remaining unpaid.

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(c) Final Maturity Date. There shall become and be absolutely and unconditionally due and payable on the Final Maturity Date, and Borrower hereby promises to pay to Bank on the Final Maturity Date, all of the unpaid interest accrued on any of the Advances, all of the unpaid fees accrued hereunder and other unpaid sums and all other Obligations owing to Bank under this Agreement or any of the other Loan Documents.

2.4. Interest Rates; Payments; and Calculations.

(a) Interest Rates. Except as set forth in Section 2.4(b), each of the Advances shall bear interest, on the outstanding daily balance thereof, at a variable rate equal to (i) in the case of each of the Prime Rate Advances, the Prime Rate plus the Applicable Margin for Prime Rate Advances, and (ii) in the case of each of the Eurodollar Rate Advances, the Eurodollar Rate plus the Applicable Margin for Eurodollar Rate Advances.

(b) Late Fee; Default Rate. If any payment of any of the Obligations of Borrower or any of its Subsidiaries shall not be made within five (5) days after the date on which such payment shall have first become due and payable, Borrower shall pay Bank a late fee equal to the lesser of (i) 5% of the amount of such unpaid payment, or (ii) the maximum amount permitted to be charged under Applicable Law. All of the Obligations of Borrower or of the other Credit Parties shall bear interest and the Letter of Credit fees shall be payable hereunder, during the continuation of any Event of Default, at a rate equal to two and one-half percent (2.5%) above the rate of interest otherwise applicable to each Advance or, as the case may be, the Letter of Credit fees otherwise chargeable to Letters of Credit. During the continuation of any Event of Default, interest accrued on the Advances and other Obligations shall become due and payable on demand and on the first calendar day of each month.

(c) Payments. Interest accrued on each of the Advances and other Obligations shall (subject always to Section 2.4(b)) be due and payable in arrears (i) in the case of each Prime Rate Advance, quarterly on the last calendar day of each quarter, (ii) in the case of each Eurodollar Rate Advance, on the last day of each Interest Period applicable thereto and, if any such Interest Period has a duration of more than three (3) months, on the last day of each successive period of three (3) months during such period, and (iii) on the date on which all of the Obligations shall become due and payable hereunder (whether by acceleration or otherwise). Bank shall, at its option, charge such interest, all Bank Expenses and all (if any) Periodic Payments against any of Borrower?s Deposit Accounts held at Bank. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter accrue interest at the rate then applicable hereunder.

(d) Computation. In the event that the Prime Rate is changed from time to time hereafter, the applicable rate of interest hereunder shall be increased or decreased, effective as of the day the Prime Rate is changed, by an amount equal to such change in the Prime Rate. All interest chargeable under the Loan Documents shall be computed on the basis of a 365 day year for the actual number of days elapsed for all Prime Rate Advances and on the basis of a 360 day year for the actual number of days elapsed for all Eurodollar Rate Advances.

2.5. Crediting Payments. So long as no Events of Default are continuing, Bank shall credit a wire transfer of funds, check or other item of payment to such deposit account or Obligation of Borrower or any of the other Credit Parties as Borrower specifies. So long as any Event of Default is continuing, the receipt by Bank of any wire transfer of funds, check or other item of payment shall be immediately applied to conditionally reduce Obligations, but shall not be considered a payment on account unless and until such payment is in immediately available federal funds or unless and until such check or other item of payment is honored when presented for payment. Notwithstanding anything to the contrary contained in any of the Loan Documents, any wire transfer or payment received by Bank after 12:00 noon, Pacific time, shall be deemed to have been received by Bank as of the opening of business on the immediately following Business Day. Whenever any payment to Bank under any of the Loan Documents would otherwise become due and payable (except by reason of acceleration) on a date that is not a Business Day, such payment shall instead become due and payable on the next Business Day, and additional interest and fees, as the case may be, shall accrue and be payable for the period of such extension.

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2.6. Fees. Borrower shall pay to Bank the following:

(a) Closing Fee. An arrangement fee equal to $75,000, $50,000 of which shall be fully earned, nonrefundable and due and payable by Borrower to Bank on the Closing Date. The remaining $25,000 of the arrangement fee (the ?Remainder Closing Fee?) shall be fully earned and non-refundable as of the Closing Date and, until paid to Bank in accordance with the provisions set forth below, will at all times be maintained in Borrower?s Deposit Account with the Bank. The Remainder Closing Fee shall be due and payable as follows:

(i) three (3) Business Days after acceptance by Borrower of Bank?s written commitment for a $35,000,000 credit facility (the ?Commitment?) to be used, in part, to refinance all of the Obligations, which acceptance shall be delivered to Bank within the time period specified in the Commitment (as modified or extended from time to time upon written agreement by Borrower and Bank, the ?Commitment Offer Period?) and shall be evidenced by Borrower?s countersignature on the Commitment; or

(ii) if Borrower has not responded to or has declined the Commitment during the Commitment Offer Period, upon the earlier of

(b) Commitment Fee. A commitment fee calculated at the rate of one quarter of one percent (0.25%) on the average daily amount during each calendar quarter or portion thereof from the Closing Date to the Final Maturity Date by which the Revolving Commitment minus the sum of all Letter of Credit Obligations exceeds the outstanding amount of all Advances under the Revolving Commitment during such quarter. The commitment fee shall be payable quarterly in arrears on the last calendar day of each quarter for the immediately preceding calendar quarter commencing on March 31, 2005, with a final payment on the Final Maturity Date or any earlier date on which the Revolving Commitment is terminated.

(c) Bank Expenses. All Bank Expenses evidenced by an invoice or other documentation, as and when such Bank Expenses become due and payable by Borrower in accordance with the terms of this Agreement and the other Loan Documents.

2.7. Term of this Agreement; etc.

(a) This Agreement shall become effective on the Closing Date and, subject always to Section 12.7, shall continue in full force and effect for so long as any Obligations(other than indemnity obligations against which no claim has been made) remain outstanding or Bank has any Commitment or other obligations of any kind to make any Credit Extensions or other extensions of credit of any kind under this Agreement or any of the other Loan Documents. Notwithstanding the foregoing, Bank shall have the right to terminate all or any part of its obligations to make Credit Extensions under this Agreement immediately, and without notice, upon the occurrence and during the continuance of any Event of Default.

(b) Borrower may from time to time, upon not less than one (1) Business Day?s prior written notice to Bank, permanently terminate in whole or in part, or otherwise permanently reduce the amount of, the Revolving Commitment or the Term Loan Facility.

(c) Once the Revolving Commitment or the Term Loan Facility shall be terminated or reduced in accordance with paragraph (b) of this Section 2.7 or in accordance with Section 9.1, the Revolving Commitment or, as the case may be, the Term Loan Facility may not be reinstated or increased.

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2.8. Eurodollar Rate Advance Conversion and Continuation Procedures. Subject always to the provisions contained in Sections 2.9 and 2.10, Borrower may convert all or any part of (a) any Prime Rate Advance into a Eurodollar Rate Advance, or (b) any Eurodollar Rate Advance into a Prime Rate Advance, or continue all or any part of any outstanding Eurodollar Rate Advance for an additional Interest Period, by delivering a notice to Bank not later than (i) in the case of conversion into a Prime Rate Advance, 3:00 p.m., Pacific time, on the proposed date of such conversion, and (ii) in the case of a conversion into or a continuation of any Eurodollar Rate Advance, 3:00 p.m., Pacific time, at least three (3) Business Days prior to the proposed date of such conversion or continuation. Each such notice shall be irrevocable upon receipt by Bank and shall specify (A) the date and amount of such conversion or continuation, (B) the Advances (or portion thereof) to be so converted or continued, (C) the type of Advance to be converted into, and (D) in the case of a conversion into or a continuation of any Eurodollar Rate Advance, the new Interest Period therefore; provided, however, that no Eurodollar Rate Advance shall be converted or continued on any day other than the last day of its Interest Period. If, upon the expiration of any Interest Period applicable to any Eurodollar Rate Advance, Borrower shall have failed to select on a timely basis any new Interest Periods to be applicable thereto, such Eurodollar Rate Advance shall automatically convert into a Prime Rate Advance upon the expiration of such Interest Period. During the continuation of any Events of Default, Borrower may not elect to have any Advance converted into or continued as a Eurodollar Rate Advance.

2.9. Changed Circumstances.

(a) In the event that Bank shall at any time determine (which determination shall be conclusive and binding) that: (i) adequate and fair means do not exist for ascertaining the Eurodollar Rate on any date on which the Eurodollar Rate would otherwise be set; or (ii) the making of any Eurodollar Rate Advance or the continuation of or conversion of any Advance to a Eurodollar Rate Advance has been made impracticable or unlawful; or (iii) the Eurodollar Rate no longer represents the effective cost to Bank for U.S. dollar deposits in the London interbank market; then, and in any such event, Bank shall promptly so notify Borrower in writing, and the obligation of Bank to make, continue or maintain Eurodollar Rate Advances or to convert Prime Rate Advances into Eurodollar Rate Advances shall be suspended until Bank revokes such notice in writing.

(b) In case the adoption of or any change in any law, regulation, treaty or official directive or in the interpretation or application thereof by any Governmental Authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other Governmental Authority (whether or not having the force of law) after the date hereof, increases the cost to Bank, reduces the income receivable by Bank or imposes any expense upon Bank, in each case, with respect to making or maintaining any of the Eurodollar Rate Advances, Bank shall promptly notify Borrower thereof. Borrower agrees to pay to Bank the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by Bank to Borrower of a written statement of the amount and setting forth in reasonable detail Bank?s calculation thereof, which statement shall be conclusive and binding on Borrower absent manifest error.

2.10. Indemnity. Borrower agrees to indemnify Bank and to hold Bank harmless from and against any actual loss, cost or expense that Bank may sustain or incur as a consequence of (a) any payment of principal of or interest on any Eurodollar Rate Advance other than on the last day of any Interest Period applicable thereto, including any such loss, cost or expense arising from interest or fees payable by Bank to lenders of funds obtained by Bank in order to maintain the Eurodollar Rate Advances, or (b) any default by Borrower in making a Borrowing of any Eurodollar Rate Advance or conversion into a Eurodollar Rate Advance after Borrower has given (or is deemed to have given) a notice relating thereto, or (c) the making of any payment of principal of or interest on any Eurodollar Rate Advance or the making of any conversion of any Eurodollar Rate Advance into a Prime Rate Advance on any day that is not the last day of the applicable Interest Period with respect thereto, including interest payable by Bank to lenders of funds obtained by Bank in order to maintain any such Advance. Bank shall provide Borrower with a written statement of the amount of any such loss, cost or expense setting forth in reasonable detail Bank?s calculation thereof, which statement shall be conclusive and binding on Borrower absent manifest error. Notwithstanding the foregoing provisions of this Section 2.10, if at any time a mandatory prepayment of any Eurodollar Rate Advance pursuant to Section 2.2 would result in Borrower incurring breakage costs under clause (a) above as a result of Eurodollar Rate Advances being prepared other than on the last day of the Interest Period applicable thereto (collectively, the ?Affected Eurodollar Balances?), then Borrower may, in its sole discretion, deposit 100% of the amount that otherwise would have been paid in respect of the Affected Eurodollar Balances in a

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non-interest bearing account with the Bank to be held as security for the obligations of Borrower hereunder pursuant to a cash collateral agreement in form and substance satisfactory to Bank, with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of the Interest Period applicable to the Affected Eurodollar Balances (or such earlier date or dates as requested by Borrower or if a Default or Event of Default shall have occurred and be continuing), to repay the aggregate principal amount of the Eurodollar Rate Advance(s) equal to the Affected Eurodollar Balances not otherwise repaid pursuant to this sentence.

3. CONDITIONS OF CREDIT EXTENSIONS.

3.1. Conditions Precedent to any Credit Extension. The obligation of Bank to make any Credit Extension under this Agreement is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, each of the following:

(a) this Agreement, duly executed and delivered by Borrower;

(b) a Compliance Certificate, dated as of the Closing Date, certified by a Responsible Officer of Borrower, which Compliance Certificate shall contain financial information reasonably satisfactory to Bank showing that (i) Consolidated EBITDA for the twelve (12) month period ending February 28, 2005 is not less than $12,500,000 and (ii) the Consolidated Leverage Ratio for the twelve (12) month period ending on February 28, 2005 is not less than 1.00:1.00;

(c) each of the Security Agreement, Pledge Agreement and Guaranty Agreement duly executed and delivered by each of Borrower and the other Credit Parties party thereto;

(d) an officer?s certificate of each of the Borrower and the Parent Guarantors with respect to its Governing Documents, and, in the case of each of such Credit Parties, with respect to incumbency and resolutions authorizing the execution, delivery and performance by such Credit Party of each of the Loan Documents to which such Credit Party is or is to become a party, all as contemplated hereby;

(e) financing statements (Form UCC-1) from each of Borrower, Holdings, and NRS;

(f) the Disbursement Instructions, the Agreement to Provide Insurance, and the Automatic Debit Authorization, each duly executed and delivered by Borrower;

(g) payment of the fees then due specified in Section 2.6, and payment to Bank?s special counsel, Bingham McCutchen LLP, of all reasonable attorneys? fees and related disbursements and expenses incurred in connection with the preparation, negotiation, execution and delivery of the Loan Documents and the implementation of the transactions contemplated hereby;

(h) current financial statements of Borrower and its Subsidiaries;

(i) the Closing Date Certificate, in or substantially in the form of Exhibit L, duly executed and delivered by Borrower; and

(j) evidence, in the form of a payoff and termination letter (in form and substance satisfactory to Bank) signed by each existing lender, that, concurrently with the making of the initial Credit Extension hereunder on the Closing Date, all of the commitments in respect of the Existing Credit Facilities shall be terminated, all loans and notes with respect thereto shall be repaid in full, together with interest thereon, all letters of credit issued thereunder shall be terminated, cancelled and returned to the issuing bank all other amounts (including premiums) owing pursuant to the Existing Credit Facilities shall have been paid in full, and all instruments in respect of the Existing Credit Facilities and all security interests, liens and guarantees with respect thereto shall have been terminated and shall be of no further force and effect;

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(k) executed copies of all employment agreements between key employees of the Credit Parties and the applicable Credit Party; and

(l) such other agreements, instruments and documents or certificates (including, without limitation, certificates of legal existence and good standing), and completion of such other matters, as Bank in its discretion may reasonably deem necessary or appropriate.

3.2. Additional Conditions Precedent to Each Credit Extension. The obligation of Bank to make each Credit Extension under this Agreement, including the initial Credit Extensions, is further subject to the satisfaction of each of the following additional conditions:

(a) timely receipt by Bank of a Loan Advance Request, as provided in Section 2.1;

(b) no Default or Event of Default shall be continuing on and as of the date of such Loan Advance Request or on the effective date of such Credit Extension, whether before or after giving effect to such Credit Extension and the application of the proceeds thereof; and

(c) the representations and warranties of Borrower contained in Section 5 shall be true, correct and complete in all material respects on and as of the date of such Loan Advance Request and on the effective date of such Credit Extension as though made on and as of each such date (provided, however, that the representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such other date). The making of such Credit Extension shall, for all purposes of this Agreement, be deemed to be a representation and warranty by Borrower and the Parent Guarantors on the date of such Credit Extension as to the accuracy of the facts referred to in this paragraph (c).

4. CREATION OF SECURITY INTERESTS.

4.1. Grant of Security Interests. Upon the terms contained in this Agreement, the Security Agreement and the other Collateral Documents, each of Borrower and the Parent Guarantors grants to Bank continuing security interests and Liens in the Collateral to secure prompt repayment of any and all Obligations and to secure prompt performance by Borrower and each of the Parent Guarantors of each of its covenants and duties under the Loan Documents. Notwithstanding the foregoing, the grant of security interests herein shall not extend to and the term Collateral shall not include (a) property (and any accessions, attachments, replacements or improvements thereon) that is subject to a Lien that is otherwise permitted by clause (c) of the definition of ?Permitted Liens? if inclusion would constitute a breach by Borrower of its agreement with a third party lessor or lender, provided that upon release of any such Lien, such property (and any accessions, attachments, replacements or improvements thereon) shall be automatically deemed to be Collateral hereunder and shall be subject to the security interests granted in the Loan Documents, or (b) more than 65% of the issued and outstanding voting stock of any Foreign Subsidiary. Except for Permitted Liens, such security interests and Liens (i) shall constitute valid, first-priority security interests and Liens in the presently existing Collateral, and (ii) will constitute valid, first-priority security interests and Liens in Collateral acquired, created, arising or existing at any time after the Closing Date. Notwithstanding any termination of the Bank?s Commitments, Bank?s Liens on the Collateral shall remain in effect for so long as any Obligations (other than indemnity obligations against which no claim has been made) of Borrower or any of the other Credit Parties shall remain outstanding. The Obligations of each of Borrower and the Parent Guarantors under the Security Agreement, the other Collateral Documents and the other Loan Documents are supplemental and in addition to the Obligations of Borrower under this Agreement.

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