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200006290 credit (individually a "Letter of Credit" and collectively the "Letters of Credit ") for the account of Grantor in an aggregate face amount not to exceed $5,000,000 which Letters of Credit are to be issued upon and subject to the terms of separate applications and agreements for Letters of Credit to be executed by Grantor (individually an "Application" and collectively the "Applications "); and WHEREAS, (i) to evidence its indebtedness under the Revolving Credit Grantor has executed and delivered Revolving Credit Notes (the "Prior Revolving Credit Notes ") in an aggregate principal amount equal to $15,000,000 dated as of December 14, 1994 and payable to the respective lenders named thereon payable in and by which Grantor promises to pay said principal sum (or so much thereof as may be outstanding at the maturity thereof), together with interest on the balance of principal from time to time outstanding and unpaid thereon at the rates and at the times specified in the Prior Credit Agreement and (ii) to evidence its indebtedness under the Term Credit Grantor has executed and delivered Term Credit Notes (the "Prior Term Notes ") in an aggregate principal amount equal to $42,250,000 dated as of December 14, 1994 and payable to the respective lenders named thereon payable in and by which Grantor promises to pay said principal sum (or so much thereof as may be outstanding at the maturity thereof), together with the interest on the balance of principal from time to time outstanding and unpaid thereon at the rates and at times specified in the Prior Credit Agreement (said Revolving Credit Notes and Term Credit Notes and any and all extensions and renewals thereof and any notes issued in replacement or substitution therefor being herein collectively referred to as the "Notes" ); WHEREAS, the Grantor, Harris, individually and as Agent and the other Lenders from time to time party thereto (Harris, in its individual capacity, and such other Lenders being hereafter referred to collectively as the "Lenders" and individually as a "Lender ") have concurrently herewith entered into an Amended and Restated Credit Agreement (such Amended and Restated Credit Agreement as the same may from time to time heretofore be amended, modified, supplemented or restated in its entirety being referred to herein as the "New Credit Agreement"), a true and correct copy of which is on file at the principal office of the Beneficiary specified above, amending various terms and conditions set forth in the Prior Credit Agreement and restating the Prior Credit Agreement in its entirety and pursuant to which the Lenders have agreed, subject to certain terms and conditions, to (i) increase the Revolving Credit from $15,000,000 to $16,000,000 and (ii) decrease the Term Credit from $42,250,000 to $27,000,000; and WHEREAS, pursuant to the New Credit Agreement, (i) the Grantor has executed and delivered certain Revolving Credit Notes in an aggregate principal amount equal to $15,000,000 and payable to the order of the respective Lender named thereon bearing even date herewith (the "New Revolving Notes ") in substitution and replacement for the Prior Revolving Notes to evidence the indebtedness of the Grantor currently outstanding to each respective Lender evidenced by the Prior Revolving Notes issued under the Prior Credit Agreement as well as loans to be made by each respective Lender to the Grantor under the Revolving Credit as increased pursuant to the New Credit Agreement with a final maturity date of June 30, 2005, as the same may be extended in accordance with the terms of the New Credit Agreement and (ii) the Grantor has executed and delivered certain Term Credit Notes in an aggregate principal amount equal to -2-