CREDIT AGREEMENT

EXHIBIT 10.18

EXECUTION VERSION

CREDIT AGREEMENT

dated as of December 14, 2007

between

STURM, RUGER & COMPANY, INC.
as Borrower

and

BANK OF AMERICA, N.A.
as Lender

Table of Contents

ARTICLE 1 DEFINITIONS; ACCOUNTING TERMS
Section 1.1 Definitions
Section 1.2 Accounting Terms
Section 1.3 Rules of Interpretation
ARTICLE 2 THE CREDIT
Section 2.1 Revolving Loans
Section 2.2 Purpose
Section 2.3 Prepayments
Section 2.4 Interest Periods
Section 2.5 Conversions and Continuations
Section 2.6 Minimum Amounts and Maximum Number of Tranches
Section 2.7 Interest
Section 2.8 Payments Generally
Section 2.9 Late Charge
Section 2/10 Unused Fee
ARTICLE 3 YIELD PROTECTION; ILLEGALITY; ETC
Section 3.1 Additional Payments
Section 3.2 Basis for Determining Interest Rate Inadequate or Unfair
Section 3.3 Make Whole; Indemnification for Prepayment
ARTICLE 4 CONDITIONS PRECEDENT
Section 4.1 Conditions Precedent to Initial Loans
Section 4.2 Conditions Precedent to All Loans
Section 4.3 Deemed Representations
ARTICLE 5 REPRESENTATIONS AND WARRANTIES
Section 5.1 Organization
Section 5.2 Power and Authority; No Conflicts
Section 5.3 Legally Enforceable Agreements
Section 5.4 Litigation
Section 5.5 Financial Statements
Section 5.6 No Default on Outstanding Judgments or Orders
Section 5.7 No Defaults on Other Agreements
Section 5.8 Solvency
Section 5.9 Insider
Section 5.10 Permits; Franchises

Section 5.11 Hazardous Substances
Section 5.12 Chief Executive Office
Section 5.13 Taxes
Section 5.14 ERISA
Section 5.15 Subsidiaries and Ownership of Stock
Section 5.16 No Omissions
ARTICLE 6 COVENANTS
Section 6.1 Debt
Section 6.2 Guaranties
Section 6.3 Liens
Section 6.4 Compliance with Laws
Section 6.5 Sale of Assets
Section 6.6 Maintenance of Insurance
Section 6.7 Transactions with Affiliates
Section 6.8 Mergers, Etc.
Section 6.9 No Activities Leading to Forfeiture
Section 6.10 Reporting Requirements
Section 6.11 Rights of Inspection
Section 6.12 Dividends
Section 6.13 Operating Accounts
Section 6.14 Change in Management
Section 6.15 Conduct of Business
Section 6.16 Maintenance of Existence
Section 6.17 Books and Records
Section 6.18 Cooperation
ARTICLE 7 FINANCIAL COVENANTS
Section 7.1 Net Worth
ARTICLE 8 EVENTS OF DEFAULT
Section 8.1 Events of Default
Section 8.2 Remedies
ARTICLE 9 ANTI-MONEY LAUNDERING; PATRIOT ACT
Section 9.1 Compliance with International Trade Control Laws and OFAC Regulations
Section 9.2 Borrower’s Funds
Section 9.3 Borrower’s Compliance with Patriot Act
Section 9.4 Cooperation with Lender
Section 9.5 Actions Taken Pursuant to Anti-Money Laundering Laws

ARTICLE 10 MISCELLANEOUS
Section 10.1 Amendments and Waivers
Section 10.2 Usury
Section 10.3 Expenses
Section 10.4 Survival
Section 10.5 Successors and Assigns
Section 10.6 Notices
Section 10.7 Setoff
Section 10.8 Arbitration; Waiver of Jury Trial
Section 10.9 Severability
Section 10.10 Counterparts; Facsimile Signatures
Section 10.11 Integration
Section 10.12 Governing Law
Section 10.13 Confidentiality
Section 10.14 Treatment of Certain Information
Section 10.15 Independence of Covenants
Section 10.16 Time of the Essence
Section 10.17 Representation
Section 10.18 Commercial Waiver
Section 10.19 Banking Days

EXHIBITS AND SCHEDULES
		Exhibit A		Revolving Credit Promissory Note
		Exhibit B		Authorization Letter
		Exhibit C		Notice of Borrowing
		Exhibit D		Notice of Interest Rate Conversion/Continuation
		Exhibit E		Covenant Compliance Report
		Schedule 5.4		Litigation
		Schedule 5.14		ERISA
		Schedule 5.15		Subsidiaries of Borrower

CREDIT AGREEMENT

     This is a CREDIT AGREEMENT, dated as of December 14, 2007, between Sturm, Ruger & Company, Inc. a Delaware corporation (the “ Borrower ”) and Bank of America, N.A. (the “ Lender ” ).

     The Borrower desires that the Lender extend credit as provided herein and the Lender is prepared to extend such credit. Accordingly, the Borrower and the Lender agree as follows:

ARTICLE 1. DEFINITIONS; RULES OF CONSTRUCTION.

     Section 1.1. Definitions . As used in this Agreement the following terms have the following meanings:

     “ Adjusted Net Worth ” means (a) the net worth of the Borrower calculated in accordance with GAAP, plus (b) amounts paid in cash to shareholders of the Borrower by the Borrower for the repurchase or redemption of shares of stock of the Borrower, up to but not in excess of Twenty Million ($20,000,000) Dollars in the aggregate during the period commencing on July 1, 2007 and ending upon the termination of this Agreement.

      “Affiliate” means any Person: (a) which directly or indirectly controls, or is controlled by, or is under common control with, the Borrower or any of its Subsidiaries; (b) which directly or indirectly beneficially owns or holds 5% or more of any class of voting stock of the Borrower or any such Subsidiary; (c) 5% or more of the voting stock of which is directly or indirectly beneficially owned or held by the Borrower or such Subsidiary; or (d) which is a partnership in which the Borrower or any of its Subsidiaries is a general partner. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

      “Agreement” means this Credit Agreement.

     “ Applicable Margin ” means, with (a) respect to LIBOR Loans, one hundred (100) basis points, and (b) with respect to Variable Rate Loans, minus fifty (-50) basis points.

      “Availability” means, at any time, (a) the Maximum Revolving Credit Amount less (b) all outstanding Revolving Loans.

      “Banking Day” means any day on which commercial banks are not authorized or required to close in Hartford, Connecticut and whenever such day relates to a LIBOR Loan or notice with respect to any LIBOR Loan, a day which is also a LIBOR Business Day.

      “Closing Date” means the date this Agreement has been executed by the Borrower and the Lender.

      “Debt” or “ Indebtedness” means, with respect to any Person, without duplication: (a) indebtedness of such Person for borrowed money; (b) indebtedness for the deferred purchase price of property or services (except any trade payable in the ordinary course of business that is treated (in its entirety) as a current account payable under GAAP); (c) unfunded benefit liabilities of such Person (if such Person is not the Borrower, determined in a manner analogous to that of determining unfunded benefit liabilities of the Borrower); (d) the face amount of any outstanding letters of credit issued for the account of such Person (other than documentary letters of credit issued in the ordinary course of business); (e) obligations arising under acceptance facilities; (f) guaranties, endorsements (other than for collection in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person, or otherwise to assure a creditor against loss; (g) obligations under any interest rate protection, foreign currency exchange, or other interest or exchange rate swap or hedging agreement or arrangement, or other derivative product; (h) obligations secured by any Lien on property of such Person; and (i) obligations of such Person as lessee under capital leases.

      “Default” means any event which with the giving of notice or lapse of time, or both, would become an Event of Default.

      “Default Rate” means, with respect to the principal of any Loan and, to the extent permitted by law, any other amount payable by the Borrower under this Agreement or the Note that is not paid when due (whether at stated maturity, by acceleration or otherwise), a rate per annum during the period from and including the due date, to, but excluding the date on which such amount is paid in full equal to three (3%) percent in excess of the interest rate otherwise applicable with respect to such Loan or Obligation.

      “Dollars” and the sign “$” mean lawful money of the United States of America.

      “Effective Date” means the date that the conditions precedent contained in Section 4.1 have been satisfied.

      “Event of Default” has the meaning given such term in Section 8.1.

      “Facility Documents” means this Agreement, the Note and each of the documents, certificates or other instruments referred to in Article 4 hereof as well as any other documents, instrument or certificate to be delivered by the Borrower in connection with this Agreement or in connection with the documents, certificates or instruments referred to in Article 4, including documents delivered in connection with any borrowing.

      “Forfeiture Proceeding” means any action, proceeding or investigation affecting the Borrower or any of its Subsidiaries or Affiliates before any Governmental Authority, or the receipt of notice by any such party that any of them is a suspect in or a target of any governmental inquiry or investigation, which may result in an indictment of any of them or the seizure or forfeiture of any of their property.

      “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, applied on a basis consistent with those used in the preparation of the financial statements submitted to the Lender in connection with the Closing.

      “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including without limitation any court, agency, department, commission, board, bureau, or instrumentality of any of the foregoing.

      Interest Period” means, with respect to any LIBOR Loan, the period commencing on the date such Loan is made, converted to another Type of Loan or renewed, as the case may be, and (subject to the terms and conditions of this Agreement) ending one (1), two (2) or three (3) months thereafter as the Borrower may select so long as no Event of Default has occurred, provided that:

     (A) all payment dates herein shall be subject to and adjusted in accordance with the “Following Business Day Convention”. The Following Business Day Convention shall mean the convention for adjusting any relevant date if it would otherwise fall on a day that is not a LIBOR Banking Day and provides that, in such event, such date shall be adjusted to the first following day that is a LIBOR Banking Day, except that if such following day shall be a day in the following month, such date shall be adjusted to the immediately preceding LIBOR Banking Day; and

     (B) any Interest Period which begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period is to end, shall (subject to clause (A) above) end on the last day of such calendar month; and

     (C) any interest period which would end after the Termination Date shall end on the Termination Date;

     (D) the first day of the interest period must be a LIBOR Banking Day;

     (E) the last day of the Interest Period and the actual number of days during the Interest Period will be determined by the Lender using the practices of the London inter-bank market.

      “Lending Office” means, for each Type of Loan, the lending office of the Lender (or of an affiliate of the Lender) designated as such for such Type of Loan on its signature page hereof or such other office of the Lender (or of an affiliate of the Lender) as the Lender may from time to time specify to the Borrower as the office by which its Loans of such Type are to be made and maintained.

      “LIBOR Banking Day ” means any day other than a Saturday or a Sunday on which banks are open for business in New York and London and dealing in offshore dollars.

      “LIBOR Loan” means any Loan when and to the extent the interest for such Loan is determined in relation to the “LIBOR Rate.”

     “ LIBOR Rate ” means, the interest rate determined by the following formula. (All amounts in the calculation will be determined by the Lender as of the first day of the interest period.)

		LIBOR Rate =		London Inter-Bank Offered Rate   (1.00 - Reserve Percentage)

      “Lien” means any lien (statutory or otherwise), security interest, mortgage, deed of trust, priority, pledge, negative pledge, charge, conditional sale, title retention agreement, financing lease or other encumbrance or similar right of others, or any agreement to give or refrain from giving any of the foregoing.

      “London Interbank Offered Rate ” means for any applicable interest period, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as selected by the Lender from time to time) at approximately 11:00 a.m. London time two (2) London Banking Days before the commencement of the applicable Interest Period, for U.S. Dollar deposits (for delivery on the first day of such interest period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the rate for that interest period will be determined by such alternate method as reasonably selected by the Lender.

      “Loans” means the Revolving Loans.

     “ Make-Whole Amount ” has the meaning specified in Section 3.3.

      “Material Adverse Effect” means a material adverse effect on (a)  the condition (financial or otherwise), business, operations, or properties of the Borrower, (b)  the ability of the Borrower to perform its monetary obligations or perform or comply with any of the material terms and conditions of this Agreement or any other Facility Document, or (c)  the legality, validity, binding effect, enforceability or admissibility into evidence of this Agreement or any other Facility Document, or the ability of the Lender to enforce its rights or remedies under or in connection with this Agreement or any other Facility Document.

      “Maximum Revolving Credit Amount” means Twenty Five Million ($25,000,000) Dollars.

      “Note” means the Revolving Note.

      “Notice of Borrowing” means the notice of borrowing in the form of Exhibit C .

      “Notice of Interest Rate Conversion/Continuation” means the notice of interest rate conversion/continuation in the form of Exhibit D .

      “Obligations” means all obligations (monetary or otherwise, whether absolute, contingent, matured or unmatured) of the Borrower and each other obligor arising under or in connection with any Facility Document (including interest accruing during the pendency of a proceeding of the type described in Section 8.1(f), whether or not allowed in such proceeding) on the Loans.

     “ OFAC ” means the Office of Foreign Assets Control, Department of the Treasury.

     “ Patriot Act ” means the USA PATRIOT Act of 2001, Pub. L. No. 107-56, as amended from time to time, together with all rules and regulations promulgated thereunder, and any corresponding provisions of succeeding law.

      “Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

     “ Prime Rate ” means the rate of interest publicly announced from time to time by the Lender as its Prime Rate. The Prime Rate is set by the Lender based on

various factors, including the Lender’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans. The Lender may price loans to its customers at, above, or below the Prime Rate. Any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in the Lender’s Prime Rate.

      “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as the same may be amended or supplemented from time to time.

      “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as the same may be amended or supplemented from time to time.

      “Regulatory Change” means, with respect to the Lender, any change after the date of this Agreement in United States federal, state, municipal or foreign laws or regulations (including without limitation Regulation D) or the adoption or making after such date of any interpretations, directives or requests applying to a class of banks including Lender of or under any United States, federal, state, municipal or foreign laws or regulations (whether or not having the force of law) by any Governmental Authority or monetary authority charged with the interpretation or administration thereof.

      “Revolving Loan” means any loan made by the Lender pursuant to Section 2.1.

      “Revolving Note” means the Revolving Credit Promissory Note in the form of Exhibit A which evidences the Revolving Loans.

      “Subsidiary” means, with respect to any Person, any corporation or other entity of which at least a majority of the securities or other ownership interests having ordinary voting power, for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by such Person.

      “Taxes” means all income, stamp or other taxes, duties, levies, imposts, charges, assessments, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all interest penalties or similar liabilities with respect thereto.

      “Termination Date” means December 14, 2008; provided that if such date is not a Banking Day, the Termination Date shall be the immediately succeeding Banking Day (or, if such next succeeding Banking Day falls in the next calendar month, the next preceding Banking Day).

      “Tranche” means, at any time, collectively, all LIBOR Loans having then current Interest Periods that begin on the same date and end on the same date.

      “Type” means a Loan’s status as a LIBOR Loan or Variable Rate Loan.

      “Variable Rate” means, for any day, the Prime Rate for such day.

      “Variable Rate Loan” means any Loan when and to the extent the interest rate for such Loan is determined in relation to the Variable Rate.

     Section 1.2. Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP, and all financial data required to be delivered hereunder shall be prepared in accordance with GAAP.

     Section 1.3. Rules of Interpretation .

          (a) A reference to any document or agreement shall include such document or agreement as amended, modified, restated or supplemented from time to time (provided that nothing contained in this subsection (a) shall be deemed to permit or authorize any such amendment, modification, restatement or supplement that is not in accordance with the terms of such document or agreement or the terms of this Agreement).

          (b) The singular includes the plural and the plural includes the singular.

          (c) A reference to any law includes any amendment or modification to such law.

          (d) A reference to any Person includes its permitted successors and permitted assigns.

          (e) The words “include”, “includes” and “including” are not limiting.

          (f) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect from time to time in the State of Connecticut, have the meanings assigned to them therein.

          (g) Reference to a particular “Article”, “Section”, “subsection”, “Exhibit”, “Schedule” or the like refers to that article, section, subsection, exhibit, schedule or the like of this Agreement unless otherwise indicated.

          (h) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement.

          (i) Unless specifically provided to the contrary, any reference to a time refers to such time in Hartford, Connecticut.

          (j) The table of contents and the headings and captions are for convenience only and shall not affect the interpretation or construction of the provisions hereof.

ARTICLE 2. THE CREDIT.

     Section 2.1. Revolving Loans .

          (a)  Revolving Loans . Subject to the terms and conditions of this Agreement, the Lender shall make revolving credit loans (the “ Revolving Loans ” ) to the Borrower from time to time from the Effective Date to and including the Termination Date, up to but not exceeding the Maximum Revolving Credit Amount (except in the Lender’s sole and absolute discretion) in the aggregate principal amount at any one time. Subject to the terms and conditions of this Agreement, Revolving Loans may be borrowed, repaid and reborrowed. The Lender shall record the making and repayment of Revolving Loans on its books and records, together with interest and all other appropriate credits and debits (provided failure to so record shall not affect Borrower’s obligation to repay such Loans or impose any liability on Lender) and such books and records shall be conclusive absent manifest error.

          (b)  Types of Revolving Loans . Subject to Section 3.2, the Revolving Loans may be outstanding as Variable Rate Loans or LIBOR Loans as determined by Borrower and notified to Lender pursuant to, and in compliance with, Sections 2.1(d) and 2.6. Each Type of Loan shall be made and maintained at the Lender’s Lending Office for such Type of Loan.

          (c)  Interest Rate . Interest shall accrue on the time to time outstanding principal balance of the Revolving Loans (a) that are Variable Rate Loans, at a variable rate per annum equal to the Variable Rate plus the Applicable Margin, and (b) that are LIBOR Loans, at the LIBOR Rate plus the Applicable Margin.

          (d)  Request for Borrowing . The Borrower shall give the Lender irrevocable notice (which notice must be received by the Lender (i) in the case of LIBOR Loans, prior to 12:00 Noon, two (2) Banking Days prior to the requested Borrowing Date, and (ii) in the case of Variable Rate Loans, prior to 12:00 Noon on the date of the requested borrowing, by a Notice of Borrowing in the form of Exhibit C (which may be sent via facsimile). Each request for a Revolving Loan must be in an amount equal to $100,000 for Variable Rate Loans and $200,000 in the case of LIBOR Loans, or a whole

multiple of $50,000 in excess thereof (or, if the then available Availability is less than $100,000, such lesser amount). Upon receipt of any such notice from the Borrower, such borrowing will be made available to the Borrower promptly, by the Lender crediting the account of the Borrower designated by Borrower and maintained by the Lender.

          (e)  Payments . The Borrower shall pay interest on the from time to time aggregate outstanding principal balance of the Revolving Loans that are outstanding as Variable Rate Loans, monthly, on the first day of each calendar month commencing January 1, 2008. The Borrower shall pay interest on the from time to time aggregate outstanding principal balance of the Revolving Loans that are outstanding as LIBOR Loans on the last day of each applicable Interest Period, but in no event less than every 90 days. All interest shall be payable in arrears, at the rate set forth in Section 2.1(c). On the Termination Date, the entire unpaid principal balance of the Revolving Loans, together with all accrued and unpaid interest, shall be due and payable, without notice or demand.

     Section 2.2. Purpose . The Borrower shall use the proceeds of the Loans for general commercial purposes. In no event shall the proceeds of any Loan be used for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” within the meaning of Regulation U.

     Section 2.3. Prepayments .

          (a)  Optional Prepayments . The Borrower shall have the right to make prepayments of principal in whole or in part on any Loans at any time or from time to time without premium or penalty; provided that: (a) the Borrower shall give the Lender at least five (5) Banking Days advanced notice of each such prepayment with respect to a LIBOR Loan; and (b) prepayments made on any LIBOR Loan shall be accompanied by the Make-Whole Amount.

          (b)  Mandatory Prepayments . If, at any time the sum of the aggregate principal amount of outstanding Revolving Loans exceeds the Maximum Revolving Credit Amount, the Borrower shall, upon demand, immediately prepay an amount equal to such excess, together with accrued interest to the date of such prepayment on the principal amount prepaid.

          (c)  Application of Payments .

               (i)  Application of Payments Generally . All payments made hereunder shall be applied (i) first to fees, expenses and indemnification obligations, (ii) second to accrued and unpaid interest on the Loans, and (iii) thereafter to outstanding principal of such Loans as Borrower shall specify in writing to the Lender at the time of the making of such payments. Notwithstanding the foregoing, in the event that the

Borrower fails to so specify (with respect to principal repayments), the Lender may apply such prepayment to such Loans as it may elect in its sole direction.

               (ii)  Application upon Default . Notwithstanding anything to the contrary contained herein or in the other Facility Documents, if a Default or Event of Default has occurred and is continuing, the Lender may apply any payments to such Loans, and in such order and priority and manner as it may elect in its sole discretion.

     Section 2.4. Interest Periods . In the case of each LIBOR Loan, the Borrower shall select an Interest Period of any duration in accordance with the definition of Interest Period in Section 1.1, subject to the following limitations: (i) no Interest Period may extend beyond the Termination Date; and (ii) notwithstanding clause (i) above, no Interest Period shall have a duration less than one month, and if any such proposed Interest Period would otherwise be for a shorter period, such Interest Period shall not be available.

     Section 2.5. Conversion and Continuation Options .

          (a)  Conversions . The Borrower may, subject to the terms of this Agreement, elect from time to time to convert Loans of one Type to Loans of another Type by giving the Lender irrevocable notice of such election prior to 12:00 Noon, three (3) Banking Days prior to the date of conversion, which notice may be given by telephone, to be promptly confirmed in writing, including by facsimile, by a Notice of Interest Rate Conversion/Continuation in the form of Exhibit D , provided, however,

               (i) that any such conversion of LIBOR Loans may only be made on the last day of an Interest Period with respect thereto;

               (ii) no Loan may be converted when the Lender has notified the Borrower that it has determined that such a conversion is not appropriate pursuant to Article 3;

               (iii) no Variable Rate Loan may be converted into a LIBOR Loan when any Default or Event of Default has occurred and is continuing; and

               (iv) no Variable Rate Loan may be converted into a LIBOR Loan after the date that is one (1) month prior to the Termination Date.

          (b)  Continuations . The Borrower may, subject to the terms of this Agreement, elect from time to time to continue LIBOR Loans as such upon the expiration of the then current Interest Period in accordance with the applicable provisions of the term “Interest Period” set forth in subsection 1.1, by the Borrower giving the Lender irrevocable notice of such election prior to 12:00 Noon, two (2) Banking Days prior to the date of continuation, which notice may be given by telephone, to be promptly confirmed in

writing, including by facsimile, by a Notice of Interest Rate Conversion/Continuation in the form of Exhibit D , provided, however,

          that no LIBOR Loan may be continued as such:

               (i) when any Default or Event of Default has occurred and is continuing;

               (ii) when the Lender has notified the Borrower that it has determined that such a continuation is not appropriate pursuant to
Article 3; or

               (iii) after the date that is one (1) month prior to the Termination Date; and

      provided further , that if the Borrower shall fail to give such notice in the case of Revolving Loans, or if such continuation is not permitted in the case of any Loan, such LIBOR Loans shall be automatically converted to Variable Rate Loans on the last day of such then expiring Interest Period.

     Section 2.6. Minimum Amounts and Maximum Number of Tranches . Except for borrowings which exhaust the Availability, prepayments or conversions which result in the prepayment or conversion of all Loans of a particular Type or conversions made pursuant to Section 2.5, each borrowing of, prepayment of, conversion to and renewal of, principal of LIBOR Loans, as permitted herein, shall be in an amount equal to $200,000 or whole multiples of $50,000 in excess thereof in the aggregate and each borrowing of, prepayment of, and conversion to, principal of Variable Rate Loans shall be in an amount equal to $100,000 or whole multiples of $50,000 in excess thereof in the aggregate (borrowings, prepayments, conversions or renewals of or into Loans of different Types or, in the case of LIBOR Loans, different Tranches, shall be deemed separate borrowings, prepayments, conversions and renewals for the purposes of the foregoing). Anything in this Agreement to the contrary notwithstanding, in no event shall there be more than four (4) Tranches outstanding at any time.

     Section 2.7. Interest .

          (a)  Changes in Interest . The interest rate on each Variable Rate Loan shall change immediately upon the date when a change in the Variable Rate is adopted by the Lender.

          (b)  Interest Calculations . Interest of each Loan shall be calculated on the basis of a year of 360 days for the actual number of days elapsed.

          (c)  Default Interest . If any Event of Default shall exist (or if the Termination Date shall have occurred), at Lender’s sole option, all amounts outstanding under this Agreement, including any interest, fees, or costs which are not paid when due to the fullest extent permitted by law from and including such due date to but excluding the date such amount is paid in full, shall accrue interest at the Default Rate (whether before or after judgment has been rendered with respect hereto) which amounts shall each become an additional part of the unpaid balance. Interest accruing at the Default Rate shall be due and payable from time to time on demand of the Lender. The Borrower understands that this may result in compounding of interest. The charging of the Default Rate shall not constitute a waiver of any default.

     Section 2.8. Payments Generally . All payments under this Agreement or the Note shall be made in Dollars in immediately available funds (without offset, deduction, or reduction of any kind) not later than 1:00 p.m. on the relevant dates specified above (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Banking Day) to the Lender’s account number 0001757697 maintained at the Lending Office of the Lender. The Lender may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower with the Lender. If the due date of any payment under this Agreement or the Note would otherwise fall on a day which is not a Banking Day, such date shall be extended to the next succeeding Banking Day and interest shall be payable for any principal so extended for the period of such extension.

     Section 2.9. Late Charge . To the extent permitted by law, the Borrower agrees to pay a late fee in an amount not to exceed five percent (5%) of any payment that is more than fifteen (15) days late. The imposition and payment of a late fee shall not constitute a waiver of the Lender’s rights with respect to the default.

     Section 2.10. Unused Fee . As additional compensation, the Borrower shall pay to the Lender, quarterly, in arrears, on the first Banking Day immediately following each calendar quarter, a fee for the Borrower’s non-use of available funds during such calendar quarter in an amount equal to one quarter of one percent (.25%) per annum (calculated on the basis of a 360 day year for actual days elapsed) multiplied by the difference between (i) the Maximum Revolving Credit Amount and (ii) the average for the quarter of the daily closing balances of the aggregate amount of Revolving Loan outstanding. A prorated unused fee shall also be payable on the Termination Date.

ARTICLE 3. YIELD PROTECTION; ILLEGALITY; ETC.

     Section 3.1. Additional Payments . If the Lender shall deem applicable to the Loans or any other sums due from the Borrower to Lender hereunder, any requirement of any law of the United States of America, any regulation, order, interpretation, ruling, official directive or guideline (whether or not having the force of law) of the Board of

Governors of the Federal Reserve System, the Comptroller of the Currency, the Federal Deposit Insurance Corporation or any other board or governmental or administrative agency of the United States of America or any Regulatory Change which shall impose, increase, modify or make applicable thereto or cause to be included in, any reserve, special deposit, calculation used in the computation of regulatory capital standards, assessment or other requirement which imposes on the Lender any cost that is attributable to the maintenance hereof, then, and in each such event, the Lender shall notify the Borrower thereof and the Borrower shall pay the Lender such amount as will compensate the Lender for any such cost, which determination may be based upon the Lender’s reasonable allocation of the aggregate of such costs resulting from such events. In the event any such cost is a continuing cost, a fee payable to the Lender may be imposed upon the Borrower periodically for so long as any such cost is deemed applicable to the Lender, in an amount determined by the Lender to be necessary to compensate the Lender for any such cost. The determination by the Lender of the existence and amount of any such cost shall, in the absence of manifest error, be conclusive.

     Section 3.2. Basis For Determining Interest Rate Inadequate or Unfair . In the event that the Lender shall have determined that by reason of circumstances affecting the interbank LIBOR market, adequate and reasonable means do not exist for determining the LIBOR Rate or deposits in the relevant amount and for the relevant maturity are not available to the Lender in the interbank Eurodollar market, with respect to a proposed LIBOR Loan or a proposed conversion of any Variable Rate Loan to a LIBOR Loan, the Lender shall give the Borrower notice of such determination within one (1) Banking Day. If such notice is given, then (i) any requested LIBOR Loan shall be made at the Variable Rate unless the Borrower gives the Lender one Banking Day’s prior written notice that its request for such borrowing is canceled; (ii) any Loan that was to have been converted into a LIBOR Loan shall be continued as a Variable Rate Loan; and (iii) any outstanding LIBOR Loan shall be converted to a Variable Rate Loan. Until such notice has been withdrawn, the Lender shall have no obligation to make LIBOR Loans or maintain LIBOR Loans and the Borrower shall not have the right to borrow or convert Loans to the Loans bearing interest in relation to the LIBOR Rate.

     Section 3.3. Make Whole; Indemnification for Prepayment . In the event Borrower prepays all or any portion of the principal balance of any LIBOR Loan prior to the end of an Interest Period (whether voluntarily, as a result of acceleration, mandatory prepayment or otherwise), the Borrower shall pay to the Lender a prepayment fee (the “ Make Whole Amount ”) in an amount sufficient to compensate the Lender for any loss, cost or expense incurred by it as a result of the prepayment, including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such prepayment or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by the Lender in connection with the foregoing. For purposes of this paragraph, the Lender shall be deemed to have funded the amount prepaid by a

matching deposit or other borrowing in the applicable interbank market, whether or not such amount was in fact so funded.

ARTICLE 4. CONDITIONS PRECEDENT.

     Section 4.1. Conditions Precedent to Initial Loans . The obligation of the Lender to make the Loan(s) constituting the initial borrowing is subject to the condition precedent that the Lender must have received on or before the date of such Loan(s) each of the following, in form and substance satisfactory to the Lender and its counsel, or that the Lender shall otherwise be satisfied that the following conditions have been met:

          (a) this Agreement duly executed by the Borrower;

          (b) the Revolving Credit Promissory Note duly executed by the Borrower;

          (c) the Authorization Letter duly executed by the Borrower;

          (d) a favorable opinion of counsel for the Borrower, dated the Closing Date, as to such matters as the Lender may reasonably request;

          (e) a certificate of the Secretary or Assistant Secretary of the Borrower, dated the Closing Date, attesting to all company action taken by the Borrower, including resolutions of its governing board authorizing the execution, delivery and performance of the Facility Documents to which it is a party and each other document to be delivered pursuant to this Agreement and certifying true copies of the articles of incorporation, by-laws and other organizational documents of the Borrower;

          (f) a certificate of the Secretary or Assistant Secretary of the Borrower, dated the Closing Date, certifying the names and true signatures of the officers of the Borrower authorized to sign the Facility Documents to which it is a party and the other documents to be delivered by the Borrower under this Agreement;

          (g) evidence of insurance as required by the Facility Documents;

          (h) a certificate of good standing for the Borrower from the Secretary of State of each jurisdiction in which the Borrower is qualified to do business; and

          (i) payment by the Borrower to the Lender of all expenses and fees (including reasonable attorney’s fees) incurred by the Lender;

     Section 4.2. Conditions Precedent to All Loans . The obligation of the Lender to make any Loan(s) shall be subject to the further conditions precedent that on the date of such Loan:

          (a) the following statements must be true:

               (i) the representations and warranties made by Borrower herein and in each other Facility Document, are true and correct on and as of the date of such Loan as though made on and as of such date; and

               (ii) no Default or Event of Default has occurred and is continuing, or would result from such Loan; and

               (iii) since the Closing Date, there has been no event or circumstance which has caused or is reasonably anticipated to cause a Material Adverse Effect;

          (b) with respect to any Loan, the Borrower must have delivered to the Lender a Notice of Borrowing in substantially the form of Exhibit C ; and

          (c) the Lender must have received such approvals, opinions or documents as the Lender may reasonably request.

     Section 4.3. Deemed Representations . Each Notice of Borrowing hereunder and acceptance by the Borrower of the proceeds of such borrowing shall constitute a representation and warranty that the statements contained in Section 4.2(a) are true and correct both on the date of such notice and, unless the Borrower otherwise notifies the Lender prior to such borrowing, as of the date of such borrowing.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES.

     The Borrower hereby represents and warrants that:

     Section 5.1. Organization . The Borrower is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation, has the company power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged, and is duly qualified as a foreign company and in good standing under the laws of each other jurisdiction in which the nature of the business conducted by it or the property owned or held under lease by it makes such qualification necessary to avoid any limitation, penalty, forfeiture or restriction under the laws of such jurisdiction, except where failure to be so qualified and in good standing could not reasonably be anticipated to cause a Material Adverse Effect.

     Section 5.2. Power and Authority; No Conflicts . The execution, delivery and performance by the Borrower of the Facility Documents to which it is a party have been duly authorized by all necessary company action and do not and will not: (a) require any consent or approval of its shareholders; (b) contravene its governing documents; (c) violate any provision of, or require any filing registration, consent or approval under, any law, rule, regulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower , the violation of which could reasonably be anticipated to cause a Material Adverse Effect; (d) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected and which could reasonabl