Page(s)

1.

DEFINITIONS AND CONSTRUCTION

1

1.1

Definitions

1

1.2

Accounting Terms

12

1.3

Code

12

1.4

Construction

12

1.5

Schedules and Exhibits

13

2.

LETTERS OF CREDIT

13

2.1

Agreement to Cause Issuance; Amounts; Outside Expiration Date

13

2.2

Reimbursement of Drawings

13

2.3

Interest on Overdue Amounts

14

2.4

Indemnification

14

2.5

Costs of Letters of Credit

14

2.6

Cash Collateralization

14

2.7

Increased Costs

15

2.8

Participations

15

2.9

Notation

16

2.10

Effect of Bankruptcy

16

2.11

Payments

16

2.12

Letter of Credit Fees: Rates, Payments, and Calculations

18

2.13

Maintenance of Loan Account; Statements of Obligations

19

2.14

Joint and Several Liability of Borrowers

20

3.

CONDITIONS; TERM OF AGREEMENT

22

3.1

Conditions Precedent to Initial Letter of Credit

22

3.2

Conditions Precedent to all Letters of Credit

23

3.3

Term

23

3.4

Effect of Termination

23

4.

CREATION OF SECURITY INTEREST

24

4.1

Grant of Security Interests

24

4.2

Negotiable Collateral

24

4.3

Collection of Accounts, General Intangibles, and Negotiable Collateral

24

4.4

Delivery of Additional Documentation Required

24

4.5

Power of Attorney

24

4.6

Right to Inspect

25

5.

REPRESENTATIONS AND WARRANTIES

25

5.1

No Encumbrances

25

5.2

Location of Inventory and Equipment

25

5.3

Inventory Records

25

5.4

Location of Chief Executive Office; FEIN

25

5.5

Due Organization and Qualification; Subsidiaries

26

5.6

Due Authorization; No Conflict

26

5.7

Litigation

26

5.8

No Material Adverse Change

27

5.9

Fraudulent Transfer

27

6.

AFFIRMATIVE COVENANTS

27

7.

NEGATIVE COVENANTS

27

7.1

Indebtedness

27

7.2

Liens

28

7.3

Restrictions on Fundamental Changes

28

7.4

Disposal of Assets

29

7.5

Change Name

29

7.6

Guarantee

29

7.7

Nature of Business

29

7.8

Prepayments and Amendments

29

7.9

Change of Control

30

7.10

Accounting Methods

30

7.11

Advances, Investments and Loans

30

7.12

Transactions with Affiliates

31

7.13

Suspension

31

7.14

Change in Location of Chief Executive Office; Inventory and Equipment with Bailees

32

8.

EVENTS OF DEFAULT

32

9.

THE LENDER GROUP?S RIGHTS AND REMEDIES

33

9.1

Rights and Remedies

33

9.2

Remedies Cumulative

35

10.

TAXES AND EXPENSES

36

11.

WAIVERS; INDEMNIFICATION

36

11.1

Demand; Protest; etc.

36

11.2

The Lender Group?s Liability for Collateral

36

11.3

Indemnification

37

12.

NOTICES

37