Common use of THE INDEBTEDNESS Clause in Contracts

THE INDEBTEDNESS. Revolving Credit 2.1 Bank agrees to make Advances to Company at any time and from time to time from the effective date hereof until the Revolving Credit Maturity Date, not to exceed the Revolving Credit Facility Amount in aggregate principal amount at any one time outstanding. All of the Advances under this Section 2 shall be evidenced by the Revolving Credit Note under which Advances, repayments and readvances may be made, subject to the terms and conditions of this Agreement. 2.2 The Revolving Credit Note shall mature on the Revolving Credit Maturity Date and each Advance from time to time outstanding thereunder shall bear interest as provided in the Revolving Credit Note. The amount and date of each Advance and the amount and date of any repayment shall be noted on Bank’s records, which records will be conclusive evidence thereof absent manifest error. 2.3 Company may request an Advance under this Section 2 upon the delivery to Bank of a request for advance as provided in the Revolving Credit Note. 2.4 Company may prepay all or part of the outstanding balance of the Prime-based Advance(s) under the Revolving Credit Note as provided in the Revolving Credit Note. 2.5 In addition to Advances under the Revolving Credit Note to be provided to Company by Bank under and pursuant to Section 2.1 of this Agreement, Bank may from time to time issue, or commit to issue, standby letters of credit for the account of Company (herein individually called a “Letter of Credit” and collectively “Letters of Credit”) in aggregate undrawn amounts not to exceed Two Million Dollars ($2,000,000) at any one time outstanding; provided, however that the sum of the aggregate amount of Advances outstanding under the Revolving Credit Note plus the Letter of Credit Reserve shall not exceed the Revolving Credit Facility Amount at any one time; and provided further that no Letter of Credit shall, by its terms, have an expiration date which extends beyond the fifth (5th) Business Day before the Revolving Credit Maturity Date or one (1) year after issuance, whichever first occurs. In addition to the terms and conditions of this Agreement, the issuance of any Letters of Credit shall also be subject to the terms and conditions of any letter of credit applications and agreements executed and delivered by Company to Bank with respect thereto. Company shall pay to Bank quarterly in advance a per annum fee equal to the Applicable L/C Commission Rate of the amount of each .standby Letter of Credit. 2.6 Company shall pay to the Bank an unused fee for the period from the date of this Agreement to and including the Revolving Credit Maturity Date equal to two tenths of one percent (0.2%) per annum on the average daily excess of the Revolving Credit Facility Amount over the aggregate unpaid principal balance of the Advances. Such commitment fee shall be payable on the first Business Day of each calendar quarter, beginning January 1, 2015 and the Revolving Credit Maturity Date,- for the periods ending on such dates. The fee under this Section 2.6 shall be computed on the basis of the actual number of days elapsed using a year of 360 days. 2.7 Proceeds of Advances under the Revolving Credit Note shall be used solely for working capital purposes and to finance Permitted Acquisitions and such proceeds may not be used to repurchase or redeem the shares of any preferred stock issued by Company.

THE INDEBTEDNESS. Revolving Line of Credit 2.1 1.1 Subject to the terms of this Agreement, Bank agrees to make Advances lend to Company at any time and from time to time from the effective date hereof until the Revolving Credit Maturity DateApril 1, 2004 sums not to exceed under the Revolving Credit Facility Amount line of credit Two Million Dollars ($2,000,000) (the "Commitment Amount") in aggregate principal amount at any one time outstanding. All Company shall execute and deliver to Bank a Line of the Advances under this Section 2 shall be evidenced by the Revolving Credit Note under which Advances(herein called "Line Note") in form similar to that annexed hereto as Exhibit "A" to evidence advances, repayments and readvances may be mademade from time to time, subject to the terms and conditions of this Agreement. Company may from time to time request that the stated amount of the Collateral L/C (as defined herein) be reduced. Provided no event of default (or event which with the giving of notice or the passage of time would become an event of default) has occurred or is continuing, the Bank shall give notice to the issuer of the Collateral L/C that Bank agrees to the reduction. At the time of each reduction in the stated amount of the Collateral L/C, the Commitment Amount shall be reduced on a dollar for dollar basis with the amount of the reduction in the stated amount of the Collateral L/C. The aggregate reduction in the stated amount shall not exceed $1,000,000. Prior to Bank giving any notice of consent to a reduction, the Company shall prepay advances so that the aggregate amount of outstanding advances and the outstanding amount of Letters of Credit is less than or equal to the amount of the reduced Commitment Amount. 2.2 1.2 The Revolving Credit Line Note shall mature on April 1, 2004, and the Revolving Credit Maturity Date and each Advance balance from time to time outstanding thereunder shall bear interest as provided in the Revolving Credit Note. The amount and date of each Advance and the amount and date of any repayment shall be noted on Bank’s records, which records will be conclusive evidence thereof absent manifest error. 2.3 Company may request an Advance under this Section 2 upon the delivery to Bank of a request for advance as provided in the Revolving Credit Note. 2.4 Company may prepay all or part of the outstanding balance of the Prime-based Advance(s) under the Revolving Credit Note as provided in the Revolving Credit Note. 2.5 In addition to Advances under the Revolving Credit Note to be provided to Company by Bank under and pursuant to Section 2.1 of this Agreement, Bank may from time to time issue, or commit to issue, standby letters of credit for the account of Company (herein individually called a “Letter of Credit” and collectively “Letters of Credit”) in aggregate undrawn amounts not to exceed Two Million Dollars ($2,000,000) at any one time outstanding; provided, however that the sum of the aggregate amount of Advances outstanding under the Revolving Credit Note plus the Letter of Credit Reserve shall not exceed the Revolving Credit Facility Amount at any one time; and provided further that no Letter of Credit shall, by its terms, have an expiration date which extends beyond the fifth (5th) Business Day before the Revolving Credit Maturity Date or one (1) year after issuance, whichever first occurs. In addition to the terms and conditions of this Agreement, the issuance of any Letters of Credit shall also be subject to the terms and conditions of any letter of credit applications and agreements executed and delivered by Company to Bank with respect thereto. Company shall pay to Bank quarterly in advance a per annum fee rate equal to the Applicable L/C Commission Rate of the amount of each .standby Letter of Credit. 2.6 Company shall pay to the Bank an unused fee for the period from the date of this Agreement to and including the Revolving Credit Maturity Date equal to two tenths of one percent (0.21%) per annum above the Bank's Prime Rate. Upon the occurrence of any event of default hereunder, interest shall accrue on the average daily excess of the Revolving Credit Facility Amount over the aggregate unpaid principal balance at the per annum rate of three percent (3%) above the Advancesrate otherwise in effect. Such commitment fee Interest shall be payable monthly commencing on August 1, 2002 and on the first Business Day business day of each calendar quarter, beginning January 1, 2015 and the Revolving Credit Maturity Date,- for the periods ending on such datesmonth thereafter. The fee under this Section 2.6 Interest shall be computed on the a daily basis of the actual number of days elapsed using a year of 360 days. 2.7 Proceeds , assessed for the actual number of Advances under the Revolving Credit Note days elapsed, and in such computation effect shall be used solely given to any change in the interest rate resulting from a change in the Prime Rate on the date of such change in the Prime Rate. "Prime Rate" shall mean the rate of interest established by Bank and publicly announced as its prime rate for working capital purposes and its borrowers as the same may be changed from time to finance Permitted Acquisitions and such proceeds time, which may not necessarily be used to repurchase or redeem the shares of any preferred stock issued by CompanyBank's lowest rate for loans.

THE INDEBTEDNESS. Revolving Credit 2.1 Bank agrees may lend to make Advances to Company Borrower at any time and from time to time from the effective date hereof until the Revolving Credit Maturity Date, earlier to occur of (i) demand or (ii) the occurrence of an Event of Default sums not to exceed under the Revolving Credit Facility Amount line of credit Three Million Five Hundred Thousand Dollars ($3,500,000) in aggregate principal amount at any one time outstanding. All of the Advances under this Section 2 The borrowings hereunder shall be evidenced by the Revolving Credit Note under which Advancesadvances, repayments and readvances may be made, subject to the terms and conditions of this Agreement; provided, however, in no event shall Bank be obligated to make any advance under this Agreement. 2.2 The Revolving Credit Note shall mature on be payable upon demand, and the Revolving Credit Maturity Date and each Advance balance from time to time outstanding thereunder shall bear interest as provided in the Revolving Credit Note. The amount and date of each Advance and the amount and date of any repayment shall be noted on Bank’s records, which records will be conclusive evidence thereof absent manifest error. 2.3 Company may request an Advance under this Section 2 upon the delivery to Bank of a request for advance as provided in the Revolving Credit Note. 2.4 Company may prepay all or part of the outstanding balance of the Prime-based Advance(s) under the Revolving Credit Note as provided in the Revolving Credit Note. 2.5 In addition to Advances under the Revolving Credit Note to be provided to Company by Bank under and pursuant to Section 2.1 of this Agreement, Bank may from time to time issue, or commit to issue, standby letters of credit for the account of Company (herein individually called a “Letter of Credit” and collectively “Letters of Credit”) in aggregate undrawn amounts not to exceed Two Million Dollars ($2,000,000) at any one time outstanding; provided, however that the sum of the aggregate amount of Advances outstanding under the Revolving Credit Note plus the Letter of Credit Reserve shall not exceed the Revolving Credit Facility Amount at any one time; and provided further that no Letter of Credit shall, by its terms, have an expiration date which extends beyond the fifth (5th) Business Day before the Revolving Credit Maturity Date or one (1) year after issuance, whichever first occurs. In addition to the terms and conditions of this Agreement, the issuance of any Letters of Credit shall also be subject to the terms and conditions of any letter of credit applications and agreements executed and delivered by Company to Bank with respect thereto. Company shall pay to Bank quarterly in advance a per annum fee anum rate equal to the Applicable L/C Commission Rate of the amount of each .standby Letter of Credit. 2.6 Company shall pay to the Bank an unused fee for the period from the date of this Agreement to and including the Revolving Credit Maturity Date equal to two tenths of one percent (0.21%) per annum above the Bank's Prime Rate. Upon the occurrence of any Event of Default hereunder, interest shall accrue on the average daily excess of the Revolving Credit Facility Amount over the aggregate unpaid principal balance at the per anum rate of three percent (3%) above the Advancesrate otherwise in effect. Such commitment fee Interest shall be payable monthly commencing on September 1, 1998 and on the first Business Day day of each calendar quarter, beginning January 1, 2015 and the Revolving Credit Maturity Date,- for the periods ending on such datesmonth thereafter. The fee under this Section 2.6 Interest shall be computed on the a daily basis of the actual number of days elapsed using a year of 360 days, assessed for the actual number of days elapsed, and in such computation effect shall be given to any change in the interest rate resulting from a change in the Prime Rate on the date of such change in the Prime Rate. 2.7 Proceeds of Advances 2.3 Bank shall not make any advances under the Revolving Credit Note unless Borrower shall be used solely have first filed with Bank a Request for working capital purposes Advance executed by an authorized officer of Borrower; provided, however, at the option of Bank, in lieu of written Requests for Advances, Borrower may utilize Bank's "Sweep to Loan" automated system for obtaining advances. Each time an advance is made using the "Sweep to Loan" system, it shall constitute a certificate by Borrower of the matters set forth in the Request for Advance form as of such date. Bank may revoke Borrower's privilege to use the "Sweep to Loan" system at any time and after any such revocation, the regular procedures set forth herein shall apply. Bank may, at its option, lend under the Revolving Credit Note upon the telephone request of an authorized officer of Borrower and, in the event Bank makes any such advance upon a telephone request, the requesting officer shall mail to finance Permitted Acquisitions and Bank, on the same day as such proceeds may not be used telephone request, a Request for Advance. Borrower hereby authorizes Bank to repurchase or redeem disburse advances under the shares Revolving Credit Note pursuant to the telephone instructions of any preferred stock issued by Companyperson purporting to be an authorized officer of Borrower and Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request.

THE INDEBTEDNESS. Revolving Line of Credit 2.1 Bank agrees may make advances to make Advances to Company Companies and Companies jointly and severally may borrow at any time and from time to time from the effective date hereof until the Revolving Line of Credit Maturity Date, not to exceed the Revolving Credit Facility Amount Three Million Dollars ($3,000,000) ("Commitment Amount") in aggregate principal amount at any one time outstanding. All of the Advances advances under this Section 2 shall be evidenced by a note in the Revolving form annexed hereto as Exhibit "A" ("Line of Credit Note Note") under which Advancesadvances, repayments and readvances may be made, subject to the terms and conditions of this Agreement; provided, however, Bank shall not be obligated to make any advances to Companies. 2.2 The Revolving principal indebtedness represented by the Line of Credit Note and all interest thereon shall mature be payable on or before the Line of Credit Maturity Date. Companies agree to pay interest on the Revolving unpaid principal balance of the Line of Credit Maturity Date and each Advance Note from time to time outstanding thereunder shall bear interest as provided in the Revolving Credit Note. The amount and date of each Advance and the amount and date of any repayment shall be noted on Bank’s records, which records will be conclusive evidence thereof absent manifest error. 2.3 Company may request an Advance under this Section 2 upon the delivery to Bank of a request for advance as provided in the Revolving Credit Note. 2.4 Company may prepay all or part of the outstanding balance of the Prime-based Advance(s) under the Revolving Credit Note as provided in the Revolving Credit Note. 2.5 In addition to Advances under the Revolving Credit Note to be provided to Company by Bank under and pursuant to Section 2.1 of this Agreement, Bank may from time to time issue, or commit to issue, standby letters of credit for the account of Company (herein individually called a “Letter of Credit” and collectively “Letters of Credit”) in aggregate undrawn amounts not to exceed Two Million Dollars ($2,000,000) at any one time outstanding; provided, however that the sum of the aggregate amount of Advances outstanding under the Revolving Credit Note plus the Letter of Credit Reserve shall not exceed the Revolving Credit Facility Amount at any one time; and provided further that no Letter of Credit shall, by its terms, have an expiration date which extends beyond the fifth (5th) Business Day before the Revolving Credit Maturity Date or one (1) year after issuance, whichever first occurs. In addition to the terms and conditions of this Agreement, the issuance of any Letters of Credit shall also be subject to the terms and conditions of any letter of credit applications and agreements executed and delivered by Company to Bank with respect thereto. Company shall pay to Bank quarterly in advance a per annum fee rate equal to the Applicable L/C Commission Rate of the amount of each .standby Letter of Credit. 2.6 Company shall pay to the Bank an unused fee for the period from the date of this Agreement to and including the Revolving Credit Maturity Date equal to two tenths of one percent (0.21%) per annum above Bank's Prime Rate. Upon the occurrence of any Event of Default hereunder, interest shall accrue on the average daily excess of the Revolving Credit Facility Amount over the aggregate unpaid principal balance at the per annum rate of the Advancesfour percent (4%) above Bank's Prime Rate. Such commitment fee Interest shall be payable monthly commencing on May 1, 1996 and on the first Business Day day of each calendar quarter, beginning January 1, 2015 and the Revolving Credit Maturity Date,- for the periods ending on such datesmonth thereafter. The fee under this Section 2.6 Interest shall be computed on the a daily basis using a year of 360 days for the actual number of days elapsed using elapsed, and in such computation effect shall be given to any change in the interest rate resulting from a year change in the Prime Rate on the date of 360 dayssuch change in the Prime Rate. 2.7 Proceeds 2.3 Companies may request advances by filing with Bank a Request for Draw and Certificate of Advances Compliance (as of the date of the borrowing) in form similar to that annexed hereto as Exhibit "C", executed by an authorized officer of each of the Companies. Bank may, at its option, lend under the Revolving Line of Credit Note upon the telephone request of an authorized officer of each of the Companies and, in the event Bank makes any such advance upon a telephone request, the requesting officers shall be used solely mail to Bank, on the same day as such telephone request, a Request for working capital purposes Draw and to finance Permitted Acquisitions and such proceeds may Certificate of Compliance in the form attached as Exhibit "C". 2.4 Bank shall not be used obligated to repurchase make any advance if at the time of such request for advance, the sum of the advances outstanding under this Section 2 plus the amount of the Reserve added to the amount requested should exceed the sum of (A) eighty five percent (85%) of the sum of the companies' Eligible Accounts and (B) fifty percent (50%) of Eligible Inventory; provided, however, the amount available to be advanced under this subclause (B) shall not exceed $1,000,000, 2.5 The companies, or redeem any of them, may prepay the shares Line of Credit Note in whole or in part without premium or penalty. 2.6 The sum of the aggregate principal amount at any preferred stock issued by Companyone time outstanding under the Line of Credit Note plus the amount of the Reserve shall never exceed the formula set forth in Section 2.4 hereof. Companies shall immediately make all payments necessary to comply with this provision.

THE INDEBTEDNESS. Revolving Credit 2.1 Bank agrees to make Advances under the Revolving Credit Note to Company at any time and from time to time from the effective date hereof until the Revolving Credit Maturity Date, not to exceed so long as the sum of the aggregate principal amount of any direct Advances at any time outstanding under the Revolving Credit Facility Amount in Note, the aggregate principal amount at any one such time outstandingoutstanding under the Term Notes, the aggregate amount of Letters of Credit issued and then outstanding and the aggregate amount of Reimbursement Obligations at such time does not exceed the Commitment Amount. All of the Advances under this Section 2 2.1 shall be evidenced by the Revolving Credit Note under which Advances, repayments and readvances re-Advances may be made, subject to the terms and conditions of this Agreement. Upon the repayment of any principal installment outstanding under any Term Note or the repayment of any Reimbursement Obligation, or upon the expiration or termination of any Letter of Credit, Company shall be permitted to request a re-Advance of such amount repaid, or the amount of such expired or terminated Letter of Credit, or any portion thereof, under the Revolving Credit Note or request the issuance of Letters of Credit in such amount repaid, or the amount of such expired or terminated Letter of Credit, or any portion thereof, subject to the terms and conditions of this Agreement. 2.2 The Revolving Credit Note shall mature on the Revolving Credit Maturity Date Date, and each Advance from time to time outstanding thereunder shall bear interest as provided in the Revolving Credit Noteat its Applicable Interest Rate. The amount and date of each Advance under the Revolving Credit Note, its Applicable Interest Rate, its Interest Period, if applicable, and the amount and date of any repayment shall be noted on Bank’s 's records, which records will be conclusive evidence thereof thereof, absent manifest error. 2.3 Company may request an Advance Interest on the unpaid balance of all Prime-based Advances from time to time outstanding under this Section 2 upon the delivery to Bank of a request for advance as provided in the Revolving Credit NoteNote shall be payable quarterly commencing on December 31, 1995, and on a like day of each quarter thereafter. Interest accruing at the Prime-based Rate shall be computed on the basis of a 360 day year and assessed for the actual number of days elapsed, and in such computation effect shall be given to any change in the Prime- based Rate resulting from a change in the Prime Rate on the date of such change in the Prime Rate. 2.4 Interest on each Eurodollar-based Advance under the Revolving Credit Note shall be payable on the last day of the Interest Period applicable thereto and, if such Interest Period is longer than three (3) months, interest shall be payable at intervals of three (3) months after the first day thereof. Interest accruing at the Eurodollar-based Rate shall be computed on the basis of a 360 day year and assessed for the actual number of days elapsed from the first day of the Interest Period applicable thereto to, but not including, the last day thereof. 2.5 Interest on each Negotiated Rate Advance under the Revolving Credit Note shall be payable on the last day of the Interest Period applicable thereto. Interest accruing at the Negotiated Rate shall be computed on the basis of a 360 day year and assessed for the actual number of days elapsed. 2.6 Bank shall not be obligated to make any Advance under the Revolving Credit Note unless Company shall have first filed with Bank a Request for Advance executed by an authorized officer of Company. Each Request for Advance shall set forth: (a) the proposed date of Advance; (b) whether the Advance is to be a Eurodollar-based Advance, Prime-based Advance, or a Negotiated Rate Advance; (c) whether the Advance is a refunding or conversion of an outstanding Advance; (d) the principal amount of such Advance, which in the case of a Eurodollar-based Advance or a Negotiated Rate Advance must be at least Five Hundred Thousand Dollars ($500,000.00) including the amount of any outstanding indebtedness to be combined therewith having the same Applicable Interest Rate and Interest Period, if any; and (e) in the case of a Eurodollar-based Advance or a Negotiated Rate Advance, the duration of the Interest Period applicable thereto. In the case of a Eurodollar-based Advance, each Request for Advance must be delivered to Bank by 12:00 noon Detroit time two (2) Business Days prior to the proposed date of Advance; in the case of a Prime-based Advance or a Negotiated Rate Advance, the Request for Advance must be delivered by 12:00 noon Detroit time on such proposed date of Advance. A Request for Advance, once delivered to Bank, shall not be revocable by Company. 2.7 Company may prepay all or part of the outstanding balance of the any Prime-based Advance(s) under the Revolving Credit Note at any time without premium, penalty or prejudice to Company's right to reborrow under the terms of this Agreement. Any other prepayment shall be restricted by Section 4.1 hereof; provided, however, any prepayment of all or part of the outstanding balance of any Eurodollar-based Advance or Negotiated Rate Advance shall not prejudice Company's right to reborrow under the terms of this Agreement. 2.8 Company may refund any Advance under the Revolving Credit Note in the same type of Advance or convert any Advance to any other type of Advance upon the delivery to Bank of a Request for Advance, subject to the following: (a) each such Request for Advance shall set forth the proposed date of refunding or conversion, whether the refunding or conversion is to be as provided a Eurodollar-based Advance, a Prime-based Advance, or a Negotiated Rate Advance, the principal amount(s) to be refunded and/or converted, and the duration of each applicable Interest Period, if any; (b) in the case of a Eurodollar-based Advance, such Request for Advance shall be delivered to Bank by 12:00 noon Detroit time two (2) Business Days prior to the proposed date of refunding or conversion, and in the case of a Prime-based Advance or a Negotiated Rate Advance such Request for Advance shall be delivered by 12:00 noon Detroit time on the proposed date of refunding or conversion, which in the case of an outstanding Eurodollar-based Advance or a Negotiated Rate Advance shall only be on the last day of the Interest Period applicable thereto; (c) the amount to be converted to or refunded as a Eurodollar-based Advance or a Negotiated Rate Advance shall be at least Five Hundred Thousand Dollars ($500,000.00) including the amount of any outstanding indebtedness or new Advance to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any; (d) except for a refunding of or conversion to a Prime-based Advance, any such request, once delivered to Bank, shall not be revocable by Company. If, as to any outstanding Eurodollar-based Advance or Negotiated Rate Advance, Bank has not received a Request for Advance on the last day of the Interest Period applicable thereto, the principal amount thereof which is not then prepaid shall be automatically converted to a Prime-based Advance and shall thereafter bear interest at the Prime-based Rate. 2.9 Company agrees that no more than five (5) Applicable Interest Rates may be in effect at any one time with respect to Advances under the Revolving Credit Note. 2.5 2.10 Company agrees to pay to Bank a non-refundable commitment fee equal to the Applicable Fee Percentage times the average daily balance of the unused portion of the Commitment Amount computed on a per annum basis on the actual number of days elapsed using a year of 360 days. The commitment fee shall be payable quarterly in arrears commencing December 31, 1995. 2.11 Upon thirty (30) days prior notice to Bank, Company may at any time permanently terminate the Commitment in its entirety, or from time to time permanently reduce the Commitment Amount by Five Hundred Thousand Dollars ($500,000.00) or any larger integral multiple thereof; provided that (i) any such termination or reduction shall not affect the obligations of Company to pay to Bank all sums owing to Bank under and pursuant to this Agreement at the time of such termination or revocation, in accordance with the terms of this Agreement; (ii) if at the time of any reduction of the Commitment Amount the aggregate principal amount of Advances hereunder to Company plus the aggregate principal amount of any term loans made under Article 3 hereof, the aggregate undrawn amount of any Letters of Credit which shall be outstanding at such time and the aggregate amount of all Reimbursement Obligations outstanding at such time shall exceed the Commitment Amount, as so reduced, Company shall immediately reduce any pending Request for Advance on such day by the amount of such excess and, to the extent any excess remains thereafter, immediately repay to Bank an amount equal to such excess; (iii) if the termination or reduction of the Commitment Amount requires the prepayment of a Eurocurrency-based Advance, a Negotiated Rate Advance or any portion of indebtedness outstanding under any Term Note which bears interest at the Eurodollar-based Rate, the termination or reduction may be made only on the last Business Day of the then current Interest Period applicable to such Advance or portion of indebtedness under any Term Note; and (iv) no reduction shall reduce the Commitment Amount to an amount which is less than the sum of the aggregate undrawn amount of any Letters of Credit outstanding at such time. 2.12 In addition to direct Advances under the Revolving Credit Note to be provided to Company by Bank and term loans under and pursuant to Section 2.1 of this AgreementArticle 3, below, Bank may from time further agrees to time issueissue for the account of Company, or commit to issue, standby letters of credit for the account of Company (herein individually called a “Letter of Credit” and collectively “from time to time, Letters of Credit”) Credit in aggregate undrawn face amounts not to exceed Two One Million Five Hundred Thousand Dollars ($2,000,0001,500,000.00) at any one time outstandingtime; provided, however however, that the sum of the aggregate principal amount of all direct Advances at any time outstanding under the Revolving Credit Note plus Note, the Letter aggregate principal amount at such time outstanding under the Term Notes, if any, and the aggregate amount of outstanding Letters of Credit Reserve and Reimbursement Obligations at such time shall not exceed the Revolving Credit Facility Amount at any one timeCommitment Amount; and and, provided further further, that no Letter of Credit shall, by its terms, have an expiration date which extends beyond the fifth (5th) Business Day before the Revolving Credit Maturity Date or one (1) year after issuance, whichever first occursDate. In addition to the terms and conditions of this Agreement, the The issuance of any Letters of Credit by Bank shall also be subject to the terms and conditions set forth in this Agreement, and in any Letter of any letter of credit applications and agreements Credit Agreement(s) executed and delivered by Company to unto Bank with respect thereto. Company shall agrees to pay to Bank quarterly in advance a per annum fee equal to the Applicable L/C Commission Rate of Fee Percentage times the undrawn amount of each .standby Letter of CreditCredit issued pursuant hereto. 2.6 2.13 Provided that no event of default has occurred and is continuing hereunder, Company shall pay may, by written notice to Bank prior to September 30 of each year (but not earlier than September 1 of each year), request that the Bank extend the then applicable Revolving Credit Maturity Date to the Bank an unused fee for the period from the date of this Agreement to and including that is one year later than the Revolving Credit Maturity Date equal then in effect. If Bank does not notify Company that it is willing to two tenths of one percent (0.2%) per annum on the average daily excess of the Revolving Credit Facility Amount over the aggregate unpaid principal balance of the Advances. Such commitment fee shall be payable on the first Business Day of each calendar quarter, beginning January 1, 2015 and extend the Revolving Credit Maturity Date,- for the periods ending on such dates. The fee under this Section 2.6 shall be computed on the basis Date by November 15 after receipt by Bank of the actual number of days elapsed using a year of 360 days. 2.7 Proceeds of Advances under Company's timely written request, as aforesaid, the Revolving Credit Note Maturity Date shall not be extended. Upon written notice from the Bank of its election to grant Company's request, the Revolving Credit Maturity Date shall be used solely extended for working capital purposes and to finance Permitted Acquisitions and an additional one year period, the term Revolving Credit Maturity Date shall mean such proceeds may not be used to repurchase or redeem the shares of any preferred stock issued by Companyextended date.

THE INDEBTEDNESS. Revolving Term Credit 2.1 3.1 Bank agrees to make Advances term loans to Company at any time and from time to time from the effective date hereof until on or before the Revolving Credit Maturity Date, in amounts of not less than One Million Dollars ($1,000,000) for each term loan as determined by Company from time to exceed time, so long as the sum of the aggregate principal amount of direct Advances outstanding at any time under the Revolving Credit Facility Amount in Note, the aggregate principal amount outstanding at any one such time outstandingunder the Term Notes, the aggregate undrawn amount of Letters of Credit and the aggregate amount of Reimbursement Obligations at such time does not exceed the Commitment Amount. All At the time of the Advances each such borrowing under this Section 2 3.1, Company agrees to execute a Term Note, with appropriate insertions, as evidence of the indebtedness hereunder. Each loan made under this Section 3.1 shall be evidenced subject to the terms and conditions of this Agreement. 3.2 The indebtedness represented by each Term Note shall be repaid in equal quarterly principal installments in an aggregate amount sufficient to fully amortize the indebtedness thereunder from the date of such Term Note to its maturity commencing on a date three (3) months from the date of such Term Note and on a like day of each quarter thereafter until the maturity date applicable to such Term Note, as selected by Company, when the entire unpaid balance of principal and interest thereon shall be due and payable. 3.3 Upon the repayment of any outstanding principal indebtedness represented by any Term Note prior to the Revolving Credit Note Maturity Date, Company shall be permitted to request a re-Advance of such amounts so repaid, or any portion thereof, under which Advancesthe Revolving Credit Note, repayments and readvances may be madeor request the issuance of Letters of Credit equal to such amounts so repaid, or any portion thereof, subject to the terms and conditions of this Agreement. 2.2 The Revolving Credit 3.4 Company may elect from time to time an Applicable Interest Rate and maturity date for any portion of the indebtedness represented by any Term Note by delivering to Bank a Notice of Term Rate executed by an authorized office of Company, which sets forth: (a) the proposed effective date for such Applicable Interest Rate; (b) whether the Applicable Interest Rate is to be a Eurodollar-based Rate, Prime-based Rate, or Fixed Rate; (c) except in the case of the Prime-based Rate and the Fixed Rate, the duration of the Interest Period applicable thereto, provided that if Company elects an Interest Period which would otherwise end after the next occurring principal installment payment date (which election shall mature be limited to the shortest such Interest Period), notwithstanding any other provision of this Agreement, such Interest Period shall end on such payment date; and (d) the maturity date of such Term Note, provided that such maturity date shall not extend beyond the earlier of (A) five (5) years from the date of such Term Note, or (B) two (2) years from the Revolving Credit Maturity Date Date. Each such notification must be in writing and each Advance from delivered to the Bank. If Company elects the Eurodollar-based Rate, such notification must be delivered by 12:00 noon Detroit time two (2) Business Days prior to the effective date; if Company elects the Prime-based Rate or the Fixed Rate, such notification must be delivered by 12:00 noon Detroit time outstanding thereunder shall bear interest as provided in on the Revolving Credit Note. The amount and effective date of each Advance and such election. In the amount and event Company does not deliver a Notice of a Term Rate, the Applicable Interest Rate shall be the Prime-based Rate which shall remain in effect for any day or longer period until a Notice of Term Rate is delivered. 3.5 In the event Company selects the Fixed Rate for any portion of any Term Note, such Fixed Rate shall be the Applicable Interest Rate with respect thereto until the maturity date of any repayment shall be noted on Bank’s records, which records will be conclusive evidence thereof absent manifest error. 2.3 Company may request an Advance under this Section 2 upon the delivery to Bank of a request for advance as provided in the Revolving Credit such Term Note. 2.4 3.6 Company agrees that no more than five (5) Applicable Interest Rates may be in effect at any one time with respect to the indebtedness outstanding under any Term Notes. 3.7 Interest on the unpaid balance of all indebtedness bearing interest at the Prime-based Rate under any Term Note shall be payable quarterly commencing on the first principal installment due date with respect to any such indebtedness and on a like day of each quarter thereafter. Interest accruing at the Prime-based Rate shall be computed on the basis of a 360 day year and assessed for the actual number of days elapsed, and in such computation effect shall be given to any change in the Prime-based Rate resulting from a change in the Prime Rate on the date of such change in the Prime Rate. 3.8 Interest on any portion of the indebtedness outstanding under any Term Note which bears interest at the Eurodollar-based Rate shall be payable on the last day of the Interest Period applicable thereto and if such Interest Period is longer than three (3) months, interest shall be payable at intervals of three (3) months after the first day thereof. Interest accruing at the Eurodollar-based Rate shall be computed on the basis of a 360 day year and assessed for the actual number of days elapsed from the first day of the Interest Period applicable thereto to, but not including, the last day thereof. 3.9 Interest on the unpaid balance of all indebtedness outstanding under any Term Note at the Fixed Rate shall be payable quarterly commencing on the first principal installment due date and on a like day of each quarter thereafter. Interest accruing at the Fixed Rate shall be computed on the basis of a 360 day year and assessed for the actual number of days elapsed. 3.10 Company may prepay all or part of the outstanding balance of any indebtedness which bears interest at the Prime-based Advance(s) Rate under the Revolving Credit any Term Note as provided in the Revolving Credit Note. 2.5 In addition to Advances under the Revolving Credit Note to be provided to Company by Bank under and pursuant to Section 2.1 of this Agreement, Bank may from time to time issue, or commit to issue, standby letters of credit for the account of Company (herein individually called a “Letter of Credit” and collectively “Letters of Credit”) in aggregate undrawn amounts not to exceed Two Million Dollars ($2,000,000) at any one time outstanding; providedwithout premium or penalty. Upon two (2) days prior notice to Bank, however that Company may prepay all or part of any indebtedness which bears interest at the sum of the aggregate amount of Advances Eurodollar-based Rate outstanding under the Revolving Credit any Term Note plus the Letter of Credit Reserve shall not exceed the Revolving Credit Facility Amount at on any one time; and provided further that no Letter of Credit shallprincipal installment due date applicable thereto, by its terms, have an expiration date which extends beyond the fifth (5th) Business Day before the Revolving Credit Maturity Date or one (1) year after issuance, whichever first occurs. In addition to the terms and conditions of this Agreement, the issuance of any Letters of Credit shall also be subject to the terms prepayment provisions and conditions restrictions set forth in Section 4.1 hereof. Upon two (2) days prior notice to Bank, Company may prepay any portion of indebtedness outstanding under any letter Term Note which bears interest at the Fixed Rate upon payment of credit applications and agreements executed and delivered by Company to Bank a Fixed Rate Prepayment Premium with respect theretoto such amount prepaid. Company shall pay to Bank quarterly in advance a per annum fee equal to the Applicable L/C Commission Rate of the amount of each .standby Letter of Credit. 2.6 Company shall pay to the Bank an unused fee for the period from the date of this Agreement to and including the Revolving Credit Maturity Date equal to two tenths of one percent (0.2%) per annum on the average daily excess of the Revolving Credit Facility Amount over the aggregate unpaid principal balance of the Advances. Such commitment fee A certificate shall be payable on the first Business Day of each calendar quartersubmitted by Bank to Company computing any applicable Fixed Rate Prepayment Premium, beginning January 1, 2015 and the Revolving Credit Maturity Date,- for the periods ending on such dates. The fee under this Section 2.6 shall be computed on the basis presumed correct absent manifest error. Any partial prepayments of the actual number of days elapsed using a year of 360 days. 2.7 Proceeds of Advances indebtedness outstanding under the Revolving Credit any Term Note shall be used solely for working capital purposes and applied to finance Permitted Acquisitions and the installments due under such proceeds may not be used to repurchase or redeem Term Note in the shares inverse order of any preferred stock issued by Companytheir maturities.

THE INDEBTEDNESS. Revolving Credit 2.1 The Bank agrees to make Advances lend to Company at any time and from time to time from the effective date hereof until but not including the Revolving Credit Maturity Date, sums not to exceed the Revolving Credit Facility Amount TWELVE MILLION DOLLARS ($12,000,000.00), in aggregate principal amount at any one time outstanding. All of the Advances under this Section 2 The borrowing hereunder shall be evidenced by the a Revolving Credit Note to Bank (herein called "Revolving Credit Note") in form similar to that annexed hereto as Exhibit "A" under which Advancesadvances, repayments and readvances may be made, subject to the terms and conditions of this Agreement. 2.2 The Revolving Credit Note shall mature on the Revolving Credit Maturity Date Date, and each Advance the respective Advances from time to time outstanding thereunder shall bear interest as provided at the Applicable Interest Rate. At the time of each Advance, Company may select the Applicable Interest Rate; provided, however, that interest shall be payable at the Prime-based Rate in the Revolving Credit Noteevent and so long as Company shall not have elected another Applicable Interest Rate. The amount and date Interest shall be payable quarterly on the unpaid balance of the Prime-based Advances from time to time outstanding on the last day of each calendar quarter. Interest on each Eurodollar-based Advance and the amount and date of any repayment shall be noted payable on Bank’s recordsthe last day of the Interest Period applicable thereto and if such Interest Period is longer than three months, which records will interest shall be conclusive evidence thereof absent manifest errorpayable at intervals of three months from the first day thereof. In the event and so long as Company shall be in default under a Eurodollar-based Advance, interest shall be payable at the greater of (i) 2% over the Eurodollar-based Rate applicable thereto, or (ii) 2% over the Prime-based Rate, until the Interest Period applicable thereto shall expire, and thereafter the interest shall be payable at the rate of 2% over the Prime-based Rate. In the event and so long as Company shall be in default under a Prime-based Advance, interest shall be payable at 2% over the Prime-based Rate. 2.3 Company may request an Interest on Prime-based Advances and the facility fee shall be computed on the basis of a 360 day year and assessed for the actual number of days elapsed. Interest on Eurodollar-based Advances shall be computed on the basis of a 360 day year and assessed for the actual number of days of the Interest Period applicable thereto but not including the last day thereof. 2.4 Bank shall not be obligated to make any Advance under this Section 2 upon Agreement unless Company shall have first filed with Bank a Request for Advance executed by an authorized officer of Company. Each Request for Advance shall set forth: (a) the delivery proposed date of Advance; (b) whether the Advance is to Bank be a Eurodollar-based Advance or a Prime-based Advance, provided that at no time shall more than five (5) Eurodollar-based Advances be outstanding at any time; (c) the principal amount of such Advance which, in the case of a request for advance as provided Eurodollar-based Advance shall be in an amount not less than $1,500,000 or any $150,000 increment thereof and in the Revolving Credit Notecase of a Prime-based Advance shall be in an amount not less than $500,000 or any $100,000 increment thereof; and (d) in the case of a Eurodollar-based Advance, the duration of the Interest Period applicable thereto. 2.4 2.5 Company may prepay all or part of the outstanding balance of the Prime-based Advance(s) under the Revolving Credit Note as provided in the Revolving Credit Note. 2.5 In addition to Advances under the Revolving Credit Note to be provided to Company by Bank under and pursuant to Section 2.1 of this Agreement, Bank may from time to time issue, or commit to issue, standby letters of credit for the account of Company (herein individually called a “Letter of Credit” and collectively “Letters of Credit”) in aggregate undrawn amounts not to exceed Two Million Dollars ($2,000,000) at any one time outstanding; provided, however that the sum time. Company may prepay all or part of the aggregate amount outstanding balance of Eurodollar-based Advances outstanding under the Revolving Credit Note plus the Letter upon five (5) days written notice to Bank and upon payment of Credit Reserve shall not exceed the Revolving Credit Facility Amount at any one time; and provided further that no Letter of Credit shall, by its terms, have an expiration date which extends beyond the fifth (5th) Business Day before the Revolving Credit Maturity Date or one (1) year after issuance, whichever first occurs. In addition a premium equal to the sum of the discounted net present values of the interest payments that would otherwise be payable on the principal amount (or part thereof) being prepaid, after reducing each such interest payment by the amount of interest that would be payable on its respective due date if such prepaid principal (or part thereof) were re-invested at the Current Market Rate therefor. The discount rate for the above computation shall be the Current Market Rate. A certificate shall be submitted by Bank to Company computing the prepayment premium in the form annexed hereto as Exhibit "C" and shall be presumed correct absent manifest error. Any prepayment made in accordance with this Section shall be without premium, penalty or prejudice to Company's right to reborrow under the terms and conditions of this Agreement, . 2.6 Company will give Bank prior notice in the issuance form of the Request for Advance not later than 11:00 a.m. (Detroit time) on the date of any Letters of Credit Prime-based Advance. Unless Bank's revolving credit commitment shall also be have been suspended or terminated in accordance with this Agreement, and subject to the terms and conditions hereof, including but not limited to the submission of any letter of credit applications and agreements an executed and delivered Request for a Prime-based Advance by Company to Bank with respect thereto. Company shall pay to Bank quarterly in advance a per annum fee equal without exceptions noted to the Applicable L/C Commission Rate of compliance certification therein, Bank shall make available to Company not later than 4:00 p.m. (Detroit time) on such date the amount of such Prime-based Advance in immediately available funds by credit to an account of Company maintained with Bank or to such other account or third party as Company may direct. In the case of a Eurodollar-based Advance each .standby Letter Request for Advance shall be delivered to Bank by 11:00 a.m. (Detroit time) three (3) Business Days prior to the proposed date of CreditAdvance. A Request for Advance, once delivered to Bank, shall not be revocable by Company. 2.6 2.7 The Company shall agrees to pay to the Bank an unused a facility fee for the period from the date of this Agreement hereof to and including but excluding the Revolving Credit Maturity Date (as such date may be extended pursuant to Section 2.8 hereof) in an amount equal to two tenths of one percent (0.2%) 0.125% per annum on the average daily excess of the Revolving Credit Facility Amount over the aggregate unpaid principal balance maximum amount of the AdvancesBank's commitment (whether used or unused) in effect from time to time hereunder. Such commitment facility fee shall be payable quarterly in arrears on the first Business Day day of each calendar quarter (in respect of the prior calendar quarter, beginning January ) commencing on October 1, 2015 1996, and on the Revolving Credit Maturity Date,- Date for the periods any period then ending on for which such datesfacility fee shall not have been theretofore paid. The facility fee under this Section 2.6 shall be computed on the a daily basis of for the actual number of days elapsed using on the basis of a year of 360 days. 2.7 Proceeds 2.8 Provided that no Event of Default has occurred and is continuing, the Company may by written notice to the Bank (which notice shall be irrevocable and which shall not be deemed effective unless actually received by the Bank) on or before February 1 of each year, beginning February 1, 1999 but not before January 1 of each such year, request that the Bank extend the then applicable Maturity Date to a date that is one year later than the Maturity Date then in effect. On or before March 1 of each year in which the Company has delivered an extension request, Bank shall have the right, in its sole and absolute discretion, to deliver a written notice to the Company consenting to or rejecting the requested extension. If Bank has not given such notice to the Company by March 1 of such year, Bank shall be deemed not to have consented to such extension. If Bank consents to the extension request the Maturity Date shall be so extended for an additional one year period, the term Maturity Date shall mean such extended date and the Bank shall promptly notify the Company in writing that such extension has occurred. If Bank decides not to extend the Maturity Date, the Bank's commitment to make Advances under hereunder shall terminate on the Maturity Date then in effect, and the Bank shall promptly notify Company thereof. 2.9 The proceeds of the Revolving Credit Note shall are to be used solely applied first to repay the present indebtedness, if any, of Company to the Bank and the Exiting Bank outstanding under the Prior Credit Agreement (including costs under Section 2.5 thereof), upon execution of this Agreement, and then for working capital purposes and to finance Permitted Acquisitions and such proceeds may not be used to repurchase or redeem the shares of any preferred stock issued by Companygeneral corporate purposes.

THE INDEBTEDNESS. Revolving Credit 2.1 Bank agrees to make Advances to Company at any time and from time to time from the effective date hereof until the Revolving Credit Maturity Date, not to exceed the Revolving Credit Facility Amount Six Million Dollars ($6,000,000) in aggregate principal amount at any one time outstanding; provided that the aggregate outstanding amount of Advances plus the Foreign Exchange Reserve shall never exceed Six Million Dollars ($6,000,000). All of the Advances under this Section 2 shall be evidenced by the Revolving Credit Note under which Advances, repayments and readvances may be made, subject to the terms and conditions of this AgreementAgreement and the Revolving Credit Note. 2.2 The Revolving Credit Note shall mature on the Revolving Credit Maturity Date and each Advance from time to time outstanding thereunder shall bear interest as provided in the Revolving Credit Note. The amount and date of each Advance and the amount and date of any repayment shall be noted on Bank’s records, which records will be conclusive evidence thereof absent manifest error. 2.3 Company may request an Advance under this Section 2 upon the delivery to Bank of a request for advance as provided in the Revolving Credit Note, subject to the following: (a) the principal amount of such Advance, plus the sum of the amount of all other outstanding Advances under this Section 2 and the Foreign Exchange Reserve shall not exceed Six Million Dollars ($6,000,000); (b) a request for an Advance, once delivered to Bank, shall not be revocable by Company. 2.4 Company may prepay all or part of the outstanding balance of the Prime-based Advance(s) under the Revolving Credit Note as provided in in, and subject to the terms of, the Revolving Credit Note. 2.5 In addition to For a period of thirty (30) days each calendar year (which days need not be consecutive), the Advances under the Revolving Credit Note to shall be provided to Company by Bank under and pursuant to Section 2.1 of this Agreement, Bank may from time to time issue, or commit to issue, standby letters of credit for the account of Company (herein individually called a “Letter of Credit” and collectively “Letters of Credit”) in aggregate undrawn amounts not to exceed Two Million Dollars ($2,000,000) at any one time outstanding; provided, however that the sum of the aggregate amount of Advances outstanding under the Revolving Credit Note plus the Letter of Credit Reserve shall not exceed the Revolving Credit Facility Amount at any one time; and provided further that no Letter of Credit shall, by its terms, have an expiration date which extends beyond the fifth (5th) Business Day before the Revolving Credit Maturity Date or one (1) year after issuance, whichever first occurs. In addition to the terms and conditions of this Agreement, the issuance of any Letters of Credit shall also be subject to the terms and conditions of any letter of credit applications and agreements executed and delivered by Company to Bank with respect thereto0. Company shall make all payments necessary to comply with this provision. 2.6 [Reserved]. 2.7 Company agrees to pay to Bank quarterly in advance a per annum commitment fee equal to the Applicable L/C Commission Rate of the amount of each .standby Letter of Credit. 2.6 Company shall pay to the Bank an unused fee for the period from the date of this Agreement to and including the Revolving Credit Maturity Date equal to two tenths of one percent (0.2%) per annum on the average daily excess of the Revolving Credit Facility Amount over the aggregate unpaid principal balance of the Advances. Such unused portion of the revolving credit commitment fee shall be payable on at the first Business Day rate of each calendar quarterthe Applicable Commitment Fee per annum, beginning January 1, 2015 and the Revolving Credit Maturity Date,- for the periods ending on such dates. The fee under this Section 2.6 shall be computed on the basis of the actual number of days elapsed using a year of 360 days. The commitment fee shall be payable quarterly in arrears on the first day of each July, October, January and April (commencing January 1, 2014) and on the Revolving Credit Maturity Date. 2.7 2.8 Proceeds of Advances under the Revolving Credit Note shall be used solely for working capital purposes and to finance Permitted Acquisitions and such proceeds may not be used to repurchase or redeem the shares of any preferred stock issued by Companyfor Capital Expenditures.”

THE INDEBTEDNESS. Revolving Credit 2.1 Bank agrees to make Advances to Company at any time and from time to time from the effective date hereof until the Revolving Credit Maturity Date, not to exceed the Revolving Credit Facility Amount Six Million Dollars ($6,000,000) in aggregate principal amount at any one time outstanding; provided that the aggregate outstanding amount of Advances, plus the Letter of Credit Reserve, plus the Foreign Exchange Reserve shall never exceed Six Million Dollars ($6,000,000). All of the Advances under this Section 2 shall be evidenced by the Revolving Credit Note under which Advances, repayments and readvances may be made, subject to the terms and conditions of this AgreementAgreement and the Revolving Credit Note. 2.2 The Revolving Credit Note shall mature on the Revolving Credit Maturity Date and each Advance from time to time outstanding thereunder shall bear interest as provided in the Revolving Credit Note. The amount and date of each Advance and the amount and date of any repayment shall be noted on Bank’s records, which records will be conclusive evidence thereof absent manifest error. 2.3 Company may request an Advance under this Section 2 upon the delivery to Bank of a request for advance as provided in the Revolving Credit Note, subject to the following: (a) the principal amount of such Advance, plus the sum of the amount of all other outstanding Advances under this Section 2, and the Letter of Credit Reserve and the Foreign Exchange Reserve shall not exceed Six Million Dollars ($6,000,000); (b) a request for an Advance, once delivered to Bank, shall not be revocable by Company. 2.4 Company may prepay all or part of the outstanding balance of the Prime-based Advance(s) under the Revolving Credit Note as provided in in, and subject to the terms of, the Revolving Credit Note. 2.5 For a period of thirty (30) days each calendar year (which days need not be consecutive), the Advances under the Revolving Credit Note shall be $0. Company shall make all payments necessary to comply with this provision. 2.6 In addition to Advances under the Revolving Credit Note to be provided to Company by Bank under and pursuant to Section 2.1 of this Agreement, Bank may from time further agrees to time issue, or commit to issue, from time to time, standby and commercial trade letters of credit for the account of Company (herein individually called a “Letter of Credit” and collectively “Letters of Credit”) in aggregate undrawn amounts not to exceed Two Four Million Dollars ($2,000,0004,000,000) at any one time outstanding; provided, however that the sum of the aggregate amount of Advances outstanding under the Revolving Credit Note plus the Letter of Credit Reserve and the Foreign Exchange Reserve shall not exceed the Revolving Credit Facility Amount Six Million Dollars ($6,000,000) at any one time; and provided further that no Letter of Credit shall, by its terms, have an expiration date which extends beyond the fifth (5th) Business Day before the Revolving Credit Maturity Date or one (1) year after issuance, whichever first occurs. In addition to the terms and conditions of this Agreement, the issuance of any Letters of Credit shall also be subject to the terms and conditions of any letter of credit applications and agreements executed and delivered by Company to Bank with respect thereto. Company shall pay to Bank quarterly annually in advance a per annum fee equal to the Applicable L/C Commission Rate of the amount of each .standby standby Letter of Credit. 2.6 Company Credit and shall pay to Bank with respect to commercial trade letters of credit such fees and commissions as are agreed upon at the time of issuance thereof. In addition, Company and Bank may from time to time enter into foreign exchange agreements. The Foreign Exchange Reserve shall be the amount determined by the Bank an unused from time to time to be its credit exposure to Company under foreign exchange transactions with Company. 2.7 Company agrees to pay to Bank a commitment fee for the period from the date of this Agreement to and including the Revolving Credit Maturity Date equal to two tenths of one percent (0.2%) per annum on the average daily excess of the Revolving Credit Facility Amount over the aggregate unpaid principal balance of the Advances. Such unused portion of the revolving credit commitment fee shall be payable on at the first Business Day rate of each calendar quarterthe Applicable Commitment Fee per annum, beginning January 1, 2015 and the Revolving Credit Maturity Date,- for the periods ending on such dates. The fee under this Section 2.6 shall be computed on the basis of the actual number of days elapsed using a year of 360 days. The commitment fee shall be payable quarterly in arrears on the first day of each July, October, January and April (commencing January 1, 2011) and on the Revolving Credit Maturity Date. For purposes of calculating the commitment fee, outstanding Letters of Credit shall be considered usage of the commitment and foreign exchange transactions shall not be considered usage of the commitment. 2.7 2.8 Proceeds of Advances under the Revolving Credit Note shall be used solely for working capital purposes and to finance Permitted Acquisitions and such proceeds may not be used to repurchase or redeem the shares of any preferred stock issued by Companyfor Capital Expenditures.

THE INDEBTEDNESS. Revolving CreditEQUIPMENT TERM LOAN 2.1 3E.1 Bank agrees to make Advances loan to Company at any time and from time to time from Annealing, on the effective date hereof until the Revolving Credit Equipment Line Maturity Date, not a sum equal to exceed the Revolving Credit Facility Amount in aggregate principal amount at any one time outstanding. All of the Advances outstanding on such date under the Equipment Line Note. At the time of such borrowing, Annealing agrees to execute the Equipment Term Note with appropriate insertions as evidence of the indebtedness hereunder. The Equipment Term Loan made under this Section 2 3E shall be evidenced by the Revolving Credit Note under which Advances, repayments and readvances may be made, subject to the terms and conditions of this Agreement. 2.2 3E.2 The Revolving Credit indebtedness represented by the Equipment Term Note shall mature be repaid in equal consecutive monthly principal installments, each in the amount of one eighty-fourth (1/84th) of the original principal amount of the Equipment Term Note, commencing on April 15, 2007, and on the Revolving Credit 15th day of each month thereafter until the Equipment Term Loan Maturity Date Date, when the entire unpaid balance of principal and each Advance from time interest thereon shall be due and payable. 3E.3 The proceeds of the Equipment Term Note shall be used solely to time renew and extend the indebtedness outstanding thereunder on the Equipment Line Note on the Equipment Line Maturity Date. 3E.4 The Equipment Line Note shall bear interest as provided in at a rate per annum equal to the Revolving Credit NoteLIBOR Rate. Monthly payments of interest shall be payable on the last day of each Interest Period, commencing on the last day of the first Interest Period, and thereafter on the last day of each subsequent Interest Period. The amount and date of each Advance LIBOR Rate, the Interest Period, and the amount and date of any repayment shall be noted on BankLender’s records, which records will be conclusive evidence thereof presumed correct absent manifest error. 2.3 Company may request an Advance under this Section 2 upon . Notwithstanding the delivery to Bank foregoing, from and after the occurrence of any Event of Default, the Equipment Term Note shall bear interest, payable on demand, at a request for advance as provided in rate per annum equal three percent (3%) above the Revolving Credit Note. 2.4 Company may prepay all or part LIBOR Rate until the end of the outstanding balance then current Interest Period, at which time the Equipment Term Note shall bear interest at the rate of three percent (3%) above the Prime-based Advance(s) under the Revolving Credit Note as provided in the Revolving Credit Note. 2.5 In addition to Advances under the Revolving Credit Note to be provided to Company by Bank under and pursuant to Section 2.1 of this Agreement, Bank may from time to time issue, or commit to issue, standby letters of credit for the account of Company (herein individually called a “Letter of Credit” and collectively “Letters of Credit”) in aggregate undrawn amounts not to exceed Two Million Dollars ($2,000,000) at any one time outstanding; provided, however that the sum of the aggregate amount of Advances outstanding under the Revolving Credit Note plus the Letter of Credit Reserve shall not exceed the Revolving Credit Facility Amount at any one time; and provided further that no Letter of Credit shall, by its terms, have an expiration date which extends beyond the fifth (5th) Business Day before the Revolving Credit Maturity Date or one (1) year after issuance, whichever first occursRate. In addition to the terms and conditions of this Agreement, the issuance of any Letters of Credit shall also be subject to the terms and conditions of any letter of credit applications and agreements executed and delivered by Company to Bank with respect thereto. Company shall pay to Bank quarterly in advance a per annum fee equal to the Applicable L/C Commission Rate of the amount of each .standby Letter of Credit. 2.6 Company shall pay to the Bank an unused fee for the period from the date of this Agreement to and including the Revolving Credit Maturity Date equal to two tenths of one percent (0.2%) per annum on the average daily excess of the Revolving Credit Facility Amount over the aggregate unpaid principal balance of the Advances. Such commitment fee Interest shall be payable on the first Business Day of each calendar quarter, beginning January 1, 2015 and the Revolving Credit Maturity Date,- for the periods ending on such dates. The fee under this Section 2.6 shall be computed calculated on the basis of a 360 day year for the actual number of days elapsed using a year of 360 days. 2.7 Proceeds of Advances under the Revolving Credit Note elapsed. The LIBOR Rate shall be used solely for working capital purposes and to finance Permitted Acquisitions and such proceeds may not be used to repurchase or redeem reset at the shares end of any preferred stock issued by Companyeach Interest Period.