REVOLVING LOAN AGREEMENT

Exhibit 10.6

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PIEDMONT AVIATION COMPONENT SERVICES LLC

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REVOLVING LOAN AGREEMENT

JULY 6, 2005

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USD $6,000,000

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BANK LEUMI USA

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PIEDMONT AVIATION COMPONENT SERVICES LLC

BANK LEUMI USA

REVOLVING LOAN AGREEMENT

JULY 6, 2005

USD $6,000,000

INDEX
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DOCUMENT TAB
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Revolving Loan Agreement between Borrower and Bank ....................... 1
Revolving Loan Note issued by Borrower to Bank ........................... 2
Guaranty, from Parent Guarantor to Bank .................................. 3
Security Agreement, granted by Borrower and Guarantor to Bank ............ 4
Subordination Agreement by TAT ........................................... 5
With Loan Agreement evidencing subordinated Debt as Exhibit A
Comfort Letter from TAT .................................................. 6
UCC-1 Financing Statements ............................................... 7
Post Closing UCC Searches ................................................ 8
Initial Borrowing Base Certificate ....................................... 9
Closing Certificate from Borrower to Bank ................................ 10
Certified copies of Articles of Organization of Borrower ................. 11
Certification by Borrower Including Amended Operating Agreement .......... 12
and evidence of Authority of Shaul Menachem
Resolution by Limco (as sole member) of Borrower ......................... 13
Resolution by Limco authorizing loan transaction ......................... 14
Letters authorizing profiling of UCC-1 Financing Statements .............. 15
Certified copies of Articles of Incorporation of Limco ................... 16
Legal Opinion of Borrower's Counsel to Bank, dated as of June 29, 2005 ... 17
Letter of Borrower's Counsel to Bank in respect of closing conditions .... 18
Membership Interest Purchase Agreement ................................... 19

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BANK LEUMI USA

REVOLVING LOAN AGREEMENT

PIEDMONT AVIATION COMPONENT SERVICES, LLC
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This Revolving Loan Agreement, dated as of July 6, 2005, is entered into by and
between Piedmont Aviation Component Services, LLC, a North Carolina limited
liability company (hereinafter, the "Borrower"), and Bank Leumi USA
(hereinafter, the "Bank"). For good and valuable consideration, intending to be
legally bound, the parties hereto agree as follows:

ARTICLE 1. DEFINITIONS

1.01 DEFINED TERMS. The following terms, when used within this Agreement,
shall have the meanings set forth below.

"ACCOUNTS" has the meaning ascribed to such term in the UCC.

"ACCOUNT DEBTOR" means any Person who is obligated on an Account.

"AFFILIATE" means, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, either to (i) vote five percent (5%) or more of
the securities having ordinary voting power for the election of directors (or
similar governing body) of such Person, or (ii) direct or cause the direction of
the management and policies of such Person, whether by contract or otherwise.

"AGREED LIBOR RATE" has the meaning assigned to such term in Section
3.02(a) hereof.

"AGREEMENT" means this Loan Agreement, as amended, supplemented or
otherwise modified from time to time.

"ANTI-TERRORISM LAWS" means any Requirement of Law relating to terrorism
or money laundering, including Executive Order No. 13224 (effective September
24, 2001), the USA PATRIOT Act, any Requirement of Law comprising or
implementing the Bank Secrecy Act, and any Requirement of Law administered by
OFAC.

"BANK'S PARENT" means Bank Leumi le-Israel B.M., an Israeli corporation.

"BLOCKED PERSON" means any Person: (i) listed in the annex to, or is
otherwise subject to the provisions of, Executive Order No. 13224; (ii) a Person
owned or controlled by, or acting for or on behalf of, any Person that is listed
in the annex to, or is otherwise subject to the provisions

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of, Executive Order No. 13224; (iii) a Person with which the Bank is prohibited
from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person that commits, threatens or conspires to commit or supports
"terrorism" as defined in Executive Order No. 13224; or (v) a Person that is
named a "specially designated national" or "blocked person" on the most current
list published by OFAC or other similar list.

"BORROWING BASE" means an amount equal to the sum of (i) 80% of Eligible
Accounts and (ii) 30% of Spare Parts Inventory up to a maximum amount of
$2,500,000.

"BORROWING BASE CERTIFICATE" means a Certificate executed by the Borrower
and the Guarantor and delivered to the Bank in substantially the form of EXHIBIT
A annexed hereto.

"BORROWING DATE" means the Business Day on which the Bank makes a
Revolving Loan to the Borrower hereunder.

"BORROWING NOTICE" means a loan request of the Borrower in substantially
the form of EXHIBIT B hereto.

"BUSINESS DAY" means a day during which banks and foreign exchange markets
in New York City and London are open for business of the nature required for the
implementation or administration of this Agreement.

"CAPITAL STOCK" means any and all shares, interests, participation or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation and
including the membership interests in a limited liability company) and any and
all warrants or options to purchase any of the foregoing.

"CAPITALIZED RENTALS" means, in respect of the Guarantor and its
consolidated subsidiaries (if any) and as of the date of any determination
thereof the amount at which the aggregate present value of future rentals due
and to become due under all Capitalized Leases under which such Person is a
lessee would be reflected as a liability on a consolidated or combined balance
sheet of such Person and determined in accordance with GAAP.

"CLOSING DATE" means the Business Day on which all of the conditions in
Section 4.01 hereof have been satisfied (or waived in writing by the Bank).

"CODE" means the Internal Revenue Code of 1986, as amended from time to
time, together with the regulations thereunder.

"COLLATERAL" has the meaning assigned to such term in the Security
Agreement.

"COMFORT LETTER" means the letter from TAT Technologies Ltd. in
substantially the form of EXHIBIT C hereto.

"CREDIT SUPPORT DOCUMENTS" means, collectively, all guarantees of payments
(including the Guaranty), security agreements (including the Security
Agreement), mortgages, pledges, letters of comfort, letters of support, payment
undertakings, subordinations (including the Subordination), comfort letters
(including the Comfort Letter) and similar agreements, in each case to the
extent required to be delivered pursuant to Section 4.01 hereof, together with
all other agreements, financing statements, documents and certificates delivered
in connection therewith, each as amended, supplemented or otherwise modified
from time to time.

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"DEFAULT" means any of the events specified in Section 7.01 hereof,
whether or not any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

"DEFAULT RATE" means, for any day, a rate per annum equal to the sum of
(i) 2% PLUS (ii) the applicable Agreed LIBOR Rate or the Reference Rate in
effect from time to time.

"DOLLARS", "USD" and "$" means dollars in the legal tender of the United
States of America.

"EBITDA" means, with respect to the Guarantor and its consolidated
subsidiaries (if any) for any specified period, the total (in each case
determined in accordance with GAAP and without duplication) of (i) net income
(or loss) for such period, PLUS (ii) only to the extent deducted in computing
net income (or loss), the sum of (A) income tax expense of such Person, (B)
interest expense of such Person, (C) depreciation and amortization expense of
such Person and (D) any extraordinary, unusual or non-recurring losses, MINUS
(iii) to the extent added in computing net income (or loss), the sum of (x) any
interest income for such period and (y) any extraordinary, unusual or
non-recurring gains.

"ELIGIBLE ACCOUNTS" means those Accounts created by the Borrower or the
Guarantor in the ordinary course of business, that arise out of its sale of
goods or rendition of services, that comply with each of the representations and
warranties respecting Eligible Accounts made in the Loan Documents, and that are
not excluded as ineligible by virtue of one or more of the excluding criteria
set forth below; PROVIDED, HOWEVER, that such criteria may be revised from time
to time by the Bank in the Bank's sole and absolute discretion to address the
results of any audit performed by the Bank from time to time after the Closing
Date. In determining the amount to be included, Eligible Accounts shall be
calculated net of customer deposits and unapplied cash. Eligible Accounts shall
not include the following:

(a) Accounts that the Account Debtor has failed to pay within 90
days of original invoice date,

(b) Accounts owed by an Account Debtor (or its Affiliates) where 25%
or more of all Accounts owed by that Account Debtor (or its Affiliates) are
deemed ineligible under clause (a) above,

(c) Accounts with respect to which the Account Debtor is an
Affiliate of the Borrower or the Guarantor or an employee or agent of the
Borrower or the Guarantor or any Affiliate of the Borrower or the Guarantor,

(d) Accounts arising in a transaction wherein goods are placed on
consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale
on approval, a bill and hold, or any other terms by reason of which the payment
by the Account Debtor may be conditional,

(e) Accounts that are not payable in Dollars,

(f) Accounts with respect to which the Account Debtor either (i)
does not maintain its chief executive office in the United States, or (ii) is
not organized under the laws of the United States or any state thereof, or (iii)
is the government of any foreign country or

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sovereign state, or of any state, province, municipality, or other political
subdivision thereof, or of any department, agency, public corporation, or other
instrumentality thereof, unless (y) the Account is supported by an irrevocable
letter of credit satisfactory to the Bank (as to form, substance, and issuer or
domestic confirming bank) that has been delivered to the Bank and is directly
drawable by the Bank, or (z) the Account is covered by credit insurance in form,
substance, and amount, and by an insurer, satisfactory to the Bank,

(g) Accounts with respect to which the Account Debtor is either
(i) the United States or any department, agency, or instrumentality of the
United States (exclusive, however, of Accounts with respect to which the
applicable Borrower has complied, to the reasonable satisfaction of the Bank,
with the Assignment of Claims Act, 31 USC Section 3727), or (ii) any state of
the United States,

(h) Accounts with respect to which the Account Debtor is a
creditor of the Borrower or the Guarantor, has or has asserted a right of
setoff, or has disputed its obligation to pay all or any portion of the Account,
to the extent of such claim, right of setoff, or dispute,

(i) Accounts with respect to an Account Debtor whose total
obligations owing to Borrowers exceed 10% (such percentage, as applied to a
particular Account Debtor, being subject to reduction by the Bank in its
Permitted Discretion if the creditworthiness of such Account Debtor
deteriorates) of all Eligible Accounts, to the extent of the obligations owing
by such Account Debtor in excess of such percentage; provided, however, that, in
each case, the amount of Eligible Accounts that are excluded because they exceed
the foregoing percentage shall be determined by the Bank based on all of the
otherwise Eligible Accounts prior to giving effect to any eliminations based
upon the foregoing concentration limit; provided further, the concentration
percentage with respect to Pace Corp. (and its Affiliates) and Fokker Inc. (and
its Affiliates) shall each be 20%,

(j) Accounts with respect to which the Account Debtor is subject
to an insolvency proceeding, is not solvent, has gone out of business, or as to
which a Borrower has received notice of an imminent insolvency proceeding or a
material impairment of the financial condition of such Account Debtor,

(k) Accounts with respect to which the Account Debtor is located
in a state or jurisdiction (e.g., New Jersey, Minnesota, and West Virginia) that
requires, as a condition to access to the courts of such jurisdiction, that a
creditor qualify to transact business, file a business activities report or
other report or form, or take one or more other actions, unless the applicable
Borrower has so qualified, filed such reports or forms, or taken such actions
(and, in each case, paid any required fees or other charges), except to the
extent that the applicable Borrower may qualify subsequently as a foreign entity
authorized to transact business in such state or jurisdiction and gain access to
such courts, without incurring any cost or penalty viewed by the Bank to be
significant in amount, and such later qualification cures any access to such
courts to enforce payment of such Account,

(l) Accounts, the collection of which, the Bank, in its sole and
absolute discretion, believes to be doubtful by reason of the Account Debtor's
financial condition,

(m) Accounts that are not subject to a valid and perfected first
priority the security interest in favor of the Bank,

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(n) Accounts with respect to which (i) the goods giving rise to
such Account have not been shipped and billed to the Account Debtor, or (ii) the
services giving rise to such Account have either (A) not been performed and
billed to the Account Debtor, (B) been billed to the Account Debtor but not
performed by the Borrower or the Guarantor, as applicable (but only to the
extent of the non-performance by Borrower or Guarantor), or (C) been performed
by the Borrower or Guarantor but not yet billed to the Account Debtor, or

(o) Accounts with respect to which the performance by the Borrower
or the Guarantor has been bonded by a third party (but only to the extent of the
bonding obligations incurred by such third party).

"ENVIRONMENTAL LAWS" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any hazardous
material or to health and safety matters.

"EVENT OF DEFAULT" means any of the events specified in Section 7.01
hereof, provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

"FIXED CHARGES" means, with respect to the Guarantor and its consolidated
subsidiaries (if any) for any specified period, the sum of the following (in
each case determined in accordance with GAAP without duplication): (i) all
regularly scheduled payments of principal of Indebtedness of such Person for
such period, plus (ii) all interest expense payable in cash for such period
(whether or not actually paid), plus (iii) income taxes paid in cash for such
period, plus (iv) Capital Expenditures incurred during such period.

"FIXED CHARGE COVERAGE RATIO" means, as at any date of determination
thereof, the ratio of (i) EBITDA for the four (4) consecutive fiscal quarters of
the Guarantor ending on, or most recently ended prior to, such date of
determination, to (ii) the Fixed Charges for the same period of four (4)
consecutive fiscal quarters.

"FUNDED DEBT" means, in respect of the Guarantor and its consolidated
subsidiaries (if any): (i) all Indebtedness of such Person for borrowed money or
which has been incurred in connection with the acquisition of assets in each
case having a final maturity of one or more than one year from the date of
origin thereof (or which is renewable or extendible at the option of the obligor
for a period or periods more than one year from the date of origin), excluding
all payments in respect thereof that are required to be made within one year
from the date of any determination of Funded Indebtedness, if the obligation to
make such payments shall constitute a current liability of the obligor under
GAAP, and (ii) all Capitalized Rentals.

"GAAP" means generally accepted accounting principles in the United States
of America in effect from time to time (as set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board, or in such other statements by such other entities
as may be in general use by significant segments of the accounting profession,
which are applicable to the circumstances as of the date of determination).

"GOVERNMENTAL AUTHORITY" means any nation or government, any state or
other political subdivision thereof, and any entity exercising executive,
legislative, judicial, regulatory or

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administrative functions of or pertaining to government, and any corporation or
other entity owned or controlled (through stock or capital ownership or
otherwise) by any of the foregoing, whether domestic or foreign.

"GUARANTOR" means Limco-Airepair, Inc., an Oklahoma corporation.

"GUARANTY" means a guaranty from the Guarantor in favor of the Bank, dated
as of the Closing Date, as amended, supplemented or modified from time to time.

"INDEBTEDNESS" means all items of indebtedness of any Person which, in
accordance with GAAP, would be deemed a liability of such Person as of the date
such indebtedness is to be determined and shall also include all indebtedness
and liabilities of others assumed or guaranteed or in respect of which such
Person is secondarily or contingently liable (other than by endorsement of
instruments in the course of collection), whether by reason of any agreement to
acquire such indebtedness, to supply or advance sums, or otherwise.

"INDEMNITY AMOUNT" means any amount paid by the Bank to Webster Business
Credit Corporation ("Webster") pursuant to and under the letter agreement of
even date herewith between Webster, the Bank and the Borrower and annexed hereto
as Exhibit D.

"INTEREST PERIOD" means, with respect to any LIBOR Loan, a period of three
months. The first Interest Period for any LIBOR Loan shall begin on the
Borrowing Date and end on the respective last Business Day(s) of the period(s)
chosen therefor. If any Interest Period should otherwise end on a day which is
not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day (or, if such next succeeding Business Day falls in the
next succeeding calendar month, on the next preceding Business Day).
Notwithstanding anything in the foregoing or otherwise in this Agreement to the
contrary, (i) no Interest Period may end after the Termination Date; and (ii) no
Interest Period may commence before and end after any scheduled repayment date
of such LIBOR Loan unless, after giving effect thereto, the principal amount any
LIBOR Loans having Interest Periods that end after such repayment date shall be
equal to or less than the principal amount of such LIBOR Loan of the same type
scheduled to be outstanding after giving effect to the payments of principal
required to be made on such repayment date.

"LIBOR LOAN" means any Revolving Loan (or any portion hereof) that bears
interest at the Agreed LIBOR Rate.

"LIBOR RATE" means, relative to any Interest Period for Revolving Loans
made pursuant to this Agreement and which bear interest at the "LIBOR Rate
(Reserve Adjusted)" (i) the rate quoted by the British Bankers Association in
London as its "LIBOR" rate for Dollar deposits at or about 11 a.m., London time,
on the second Business Day prior to the commencement of the Interest Period;
provided, however, that if the Bank adopts generally in its business a different
rate quoting system or service for obtaining the rate of interest commonly known
as "LIBOR" for Dollar deposits, then upon giving prompt notice to the Borrower
such alternative rate quoting system or service shall be utilized for
determining "LIBOR" in lieu of the rate quoted by the British Bankers
Association, and (ii) if the rate may not be determined by the Bank as provided
in the preceding clause (i) for any reason, as determined by the Bank in its
reasonable judgment, then the rate equal to the rate of interest per annum
determined by the Bank to be the arithmetic mean (rounded upward to the next
1/16th of 1%) of the rates of interest per annum at which Dollar deposits in the
approximate amount of such Interest Period would be offered to the Bank

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in the London Interbank market as its request at approximately 11 a.m. (London
time) two Business Days prior to the commencement of such Interest Period.

"LIBOR RESERVE PERCENTAGE" means, relative to any Interest Period for
Revolving Loans hereunder, the percentage (expressed as a decimal, rounded
upward to the next 1/100th of 1%) in effect on such day (whether or not
applicable to the Bank) under regulations issued from time to time by the
Federal Reserve System Board for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal reserve requirement)
with respect to Eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Federal Reserve System Board).

"LIBOR RATE (RESERVE ADJUSTED)" means, relative to any Revolving Loan to
be made or continued hereunder for any Interest Period, the rate of interest per
annum (rounded upwards to the next 1/16th of 1%) determined by the Bank as
follows:

LIBOR Rate
Libor Rate (Reserve Adjusted) = ---------------------------------
1.0 - LIBOR Reserve Percentage

"LOAN DOCUMENTS" means, collectively, this Agreement, the Revolving Loan
Note and the Credit Support Documents.

"SECURITY AGREEMENT" means a security agreement granted by the Borrower
and the Guarantor in favor of the Bank, dated as of the Closing Date, as
amended, supplemented or modified from time to time.

"MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, operations, property, condition (financial or otherwise) or prospects
of the Borrower or the Guarantor, (ii) the ability of the Borrower or the
Guarantor to perform their respective obligations under any of the Loan
Documents to which either of them is a party, or (iii) the validity or
enforceability of this Agreement or any of the other Loan Documents or the
rights or remedies of the Bank hereunder or thereunder.

"NET PROFIT" means, in respect of the Guarantor and its consolidated
subsidiaries (if any) and in respect of any fiscal period, the net income of
such Person computed in accordance with GAAP and as such item is reported from
time to time on such Person's statement of income and retained earnings after
deduction for payment of all taxes.

"OBLIGATIONS" means the unpaid principal amount of, and interest
(including, without limitation, interest accruing after the maturity of the
Revolving Loans and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding) on the Revolving Loan
Note, and all other obligations and liabilities of the Borrower to the Bank,
whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, arising under, out of, or in connection with,
this Agreement, the Revolving Loan Note and any other Loan Document and any
other document or instrument made, delivered or given in connection therewith or
herewith, whether on account of principal, interest, reimbursement obligations,
fees, indemnities, costs, expenses

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(including, without limitation, ail fees and disbursements of counsel to the
Bank, that are required to be paid by the Borrower pursuant to the terms of this
Agreement) or otherwise.

"PERMITTED LIEN" has the meaning assigned to such term in Section 6.02(a)
hereof.

"PERSON" means an individual, partnership, corporation, business trust,
Limited liability company, limited liability partnership, joint stock company,
trust, unincorporated association, joint venture, Governmental Authority, or
other entity of whatever nature.

"REFERENCE RATE" means, for any day, a rate per annum which shall be the
rate of interest designated by the Bank in effect from time to time as its
"Reference Rate", adjusted when said Reference Rate changes (such Reference Rate
may not necessarily represent the lowest rate of interest charged by the Bank to
customers).

"REFERENCE RATE LOAN" means any Revolving Loan (or any portion hereof)
that bears interest at the Reference Rate.

"REQUIREMENT OF LAW" means, as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

"RESTRICTED PAYMENT" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any Capital Stock of the
Borrower, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
Capital Stock or any option, warrant or other right to acquire any such Capital
Stock.

"REVOLVING LOANS" has the meaning assigned to such term in Section 2.01
hereof.

"REVOLVING LOAN COMMITMENT" means the commitment of the Bank to make
Revolving Loans under this Agreement in an aggregate principal amount of the
lesser of (i) $6,000,000, as such amount may be reduced from time to time
pursuant to section. 2.07, or (ii) the Borrowing Base.

"REVOLVING LOAN COMMITMENT PERIOD" means the period from (and including)
the Closing Date to (but excluding) the Termination Date.

"REVOLVING LOAN NOTE" has the meaning defined in Section 2.04 hereof.

"SPARE PARTS INVENTORY" means the inventory of spare parts owned by the
Borrower and reported to the Bank on each Borrowing Base Certificate.

"SUBORDINATION" means the Subordination Agreement and Assignment to be
executed and delivered by TAT Technologies Ltd. to the Bank by the Closing Date,
as amended, supplemented or modified from time to time.

"TERMINATION DATE" means July 1, 2007 or such earlier date on which the
Revolving Loan Commitment shall terminate as provided herein.

"UCC" means the Uniform Commercial Code, as in effect in any applicable
jurisdiction.

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1.02. ACCOUNTING TERMS. For purposes of this Agreement, all accounting
terms not otherwise defined herein shall have the meanings assigned to such
terms in conformity with GAAP.

1.03. OTHER DEFINITIONAL PROVISIONS. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made
or delivered pursuant hereto or thereto.

(b) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section, schedule and
exhibit references are to this Agreement unless otherwise specified.

(c) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

ARTICLE 2. THE REVOLVING LOANS

2.01 AGREEMENT TO MAKE THE REVOLVING LOANS. Subject to the terms and
conditions of this Agreement, the Bank hereby agrees to make revolving loans
(each a "Revolving Loan" and collectively the "Revolving Loans") to the Borrower
during the Revolving Loan Commitment Period in an aggregate principal amount of
up to, but not exceeding, the Revolving Loan Commitment. During the Revolving
Loan Commitment Period, the Borrower may borrow, repay and reborrow the
Revolving Loans, all as provided in this Agreement.

2.02 PROCEDURES FOR BORROWING. (a) Whenever the Borrower desires that the
Bank make a Revolving Loan hereunder, the Borrower shall give the Bank a
Borrowing Notice (which shall have been completed, as appropriate, executed by a
duly authorized officer of the Borrower and, upon delivery thereof to the Bank,
shall be deemed irrevocable and binding on the Borrower), not later than 12:00
noon, New York time, at least three (3) Business Days prior to the proposed
Borrowing Date, specifying the proposed Borrowing Date and the amount of the
Revolving Loan requested to be borrowed in minimum amounts of $1,000,000 or in
multiples of $500,000 in excess thereof. The giving of each Borrowing Notice by
the Borrower shall be deemed a representation and warranty by the Borrower that
the applicable conditions set forth in Sections 4.01 and 4.02 hereof are
satisfied as of the date of such Borrowing Notice.

(b) Notwithstanding Section 2.02(a) to the contrary, in the event that any
interest on the Revolving Loans is not paid when due, without effecting any of
the rights and remedies of the Bank hereunder, the Bank may without prior notice
to or consent of the Borrower, make a Revolving Loan (which shall be a Reference
Rate Loan) at any time during the Revolving Loan Commitment Period in an amount
up to such interest which is due.

(c) Notwithstanding Section 2.02(a) or any other provision of any Loan
Document to the contrary, in the event that the Bank shall pay any Indemnity
Amount, without effecting any of the rights and remedies of the Bank hereunder,
the amount of such payment shall automatically be deemed to be a Revolving Loan
(which shall be a Reference Rate Loan).

2.03 PURPOSE. Except to the extent that Bank shall otherwise permit, the
proceeds of the Revolving Loans may be used by the Borrower only for working
capital and, within that limitation, applied only to proper company purposes.

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2.04 REVOLVING LOAN NOTE. The Revolving Loans shall be evidenced by a
single promissory note (the "Revolving Loan Note") in the face amount of
$6,000,000 and in the form of Exhibit E hereto, dated the date of this
Agreement, duly completed and executed by the Borrower; provided further that
the balance outstanding of the Revolving Loans shall be evidenced by the Bank's
records, which shall be conclusive, absent manifest error.

2.05 REPAYMENT OF REVOLVING LOANS. No payments of the outstanding
principal of the Revolving Loans are scheduled to be made until July 1, 2007, at
which time the entire outstanding principal of the Revolving Loans (together
with all interest thereon) shall be paid in full.

2.06 PAYMENTS OF REVOLVING LOANS.

(a) The Borrower may prepay all or part of the Revolving Loans from time
to time subject to the following conditions: (i) each partial prepayment shall
be at least equal to $1,000,000 or in multiples of $500,000 in excess thereof;
(ii) the Borrower shall give the Bank notice of such prepayment at least five
(5) Business Days prior to the date of such prepayment; and (iii) if the
prepayment is made on a day other than the last day of an Interest Period, the
Borrower shall pay to the Bank an amount necessary to compensate the Bank for
any losses, costs and expense described in Section 3.09 hereof, and such payment
shall be made concurrently with such prepayment.

(b) If at any time either the Revolving Loan Commitment or the Borrowing
Base shall be less than the outstanding aggregate principal amount of the
Revolving Loans (including Revolving Loans made or deemed to have been made
pursuant to Section 2.02(a) or (b), and if the Bank shall deliver a written
demand to the Borrower to do so, the Borrower shall immediately prepay the
principal of the Revolving Loans to the extent necessary so that the outstanding
aggregate principal amount of the Revolving Loans shall not exceed the lesser of
the Revolving Loan Commitment or the Borrowing Base.

2.07 REDUCTION OR TERMINATION OF REVOLVING LOAN COMMITMENT.

(a) The Borrower shall have the right to reduce or terminate the amount of
unused Revolving Loan Commitment at any time or from time to time, provided
that: (i) the Borrower shall give notice of each such reduction or termination
to the Bank as provided in Subsection (c) of this Section section. 2.07; and
(ii) each partial reduction shall be in an aggregate amount at least equal to
$500,000 and in multiples of $500,000 in excess thereof.

(b) The Revolving Loan Commitment once reduced or terminated may not be
reinstated.

(c) Notices by the Borrower to the Bank of each reduction or termination
of the Revolving Loan Commitment pursuant to this section. 2.07 shall be
irrevocable and shall be effective only if received by the Bank not later than
sixty (60) days prior thereto. Each such notice of reduction or termination
shall specify the amount of the Revolving Loan Commitments to be reduced or
terminated.

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ARTICLE 3. INTEREST, FEES AND OTHER COMPENSATION

3.01 COMMITMENT FEE. The Borrower promises to pay to the Bank a commitment
fee computed on the daily excess of the amount of the Revolving Loan Commitment
without regard to the Borrowing Base limitation over the aggregate principal
amount of all outstanding Revolving Loans for the period from (and including)
the Closing Date to (but excluding) the Termination Date, at a rate per annum
equal to one-fifth of one percent (0.20%) (the "Commitment Fee"). The Commitment
Fee shall be payable in arrears on the last day of each consecutive calendar
quarter and with a last payment on the Termination Date.

3.02 INTEREST. Subject to Section 3.03 hereof, the Borrower shall pay
interest on the Revolving Loans as follows:

(a) Interest on any LIBOR Loan shall accrue at a rate of LIBOR Rate
(Reserve Adjusted) plus one hundred thirty basis points (1.30%) per annum (the
"Agreed LIBOR Rate"). The Borrower shall pay interest accrued on the LIBOR Loans
on the last day of each Interest Period.

(b) If applicable, interest on any Reference Rate Loan shall accrue at the
Reference Rate. The Borrower shall pay interest so accrued on the first Business
Day of each consecutive calendar month.

(c) All interest on the Revolving Loans shall accrue based on the actual
number of days elapsed and a year of 360 days.

3.03 INTEREST AT THE DEFAULT RATE. If any amount due hereunder is not paid
when due (whether on the original maturity date, by acceleration or otherwise),
the Borrower hereby promises to pay interest to the Bank on such amount, upon
demand therefor by the Bank, at a per-annum rate equal to the Default Rate from
(and including) the date on which such amount was due to (but excluding) the
date on which such amount is paid in full.

3.04 RENEWAL OF INTEREST PERIOD; RESET OF LIBOR LOANS. The Interest Period
of each LIBOR Loan shall be automatically renewed by the Bank for an additional
Interest Period at the end of each preceding Interest Period. If the Bo