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200407974 (the "Lender" and individually a "Lender ") and Harris, as Agent for such lenders (such Credit Agreement, as heretofore amended being referred to as the "Credit Agreement "), in an aggregate principal amount not to exceed $16,000,000 and (ii) a term credit (the "Term Credit ") made available to Grantor pursuant to the Prior Credit Agreement and (iii) letters of 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 $16,000,000 dated as of June 30, 2000 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 Credit Agreement and (ii) to evidence its indebtedness under the Term Credit Grantor has executed and delivered Term Credit Notes (the "Term Notes ") in an aggregate principal amount equal to $27,000,000 dated as of June 30, 2000 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 Credit Agreement; WHEREAS, the indebtedness evidenced by the Term Notes has been repaid by the Grantor in full and the Term Credit has been terminated; 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 a Fourth Amendment to Amended and Restated Credit Agreement (such Fourth Amendment being referred to herein as the "Amendment "), 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 Credit Agreement and pursuant to which the Lenders have agreed, subject to certain terms and conditions, to (i) increase the Revolving Credit from $16,000,000 to $21,000,000 and (ii) extend the final maturity date to June 30, 2007; and WHEREAS, pursuant to the Amendment, the Grantor has executed and delivered certain Revolving Credit Notes in an aggregate principal amount equal to $21,000,000 and payable to the order of the respective Lender named thereon bearing even date herewith (such Revolving Credit Notes and any and all notes issued in extension or renewal thereof or in substitution or replacement therefor being hereinafter collectively referred to as the "New Notes ") in substitution and replacement for the Prior Revolving Credit Notes to evidence the indebtedness of the Grantor currently outstanding to each respective Lender evidenced by the Prior Revolving Credit Notes issued under the Credit Agreement as well as loans to be made by each respective -2-