REVOLVING CREDIT AGREEMENT BY AND BETWEEN CHAMPION INDUSTRIES, INC.

10.4

Revolving Credit Agreement, $10,000,000 revolving line of credit between Champion Industries, Inc. and United Bank, Inc. dated as of August 1, 2003.

REVOLVING CREDIT AGREEMENT

BY AND BETWEEN

CHAMPION INDUSTRIES, INC.

AND

UNITED BANK, INC.

DATED AS OF AUGUST 1, 2003

           REVOLVING CREDIT AGREEMENT

          THIS REVOLVING CREDIT AGREEMENT is dated as of August 1, 2003, and is made by and between CHAMPION INDUSTRIES, INC., a West Virginia corporation, with offices at 2450 First Avenue, Huntington, West Virginia 25703 (“Borrower”) and UNITED BANK, INC., a West Virginia state banking corporation, with offices at 2889 Third Avenue, Huntington, West Virginia 25702 (“UBI”).

          WITNESSETH:

          WHEREAS, pursuant to a Credit Agreement dated as of March 31, 1997 (the “Term Loan Agreement”), PNC Bank, National Association (“PNC” or “Agent”), in its capacity as agent for the banks signatory to the Term Loan Agreement (the “Banks”), provided a term loan to the Borrower in the aggregate principle amount of up to $12,500,000.00; and

          WHEREAS, in addition to the foregoing, the Borrower has requested UBI to provide a revolving loan facility to the Borrower in an aggregate principal amount of up to $10,000,000.00 for the purpose of financing acquisitions, capital expenditures and general working capital requirements; and

          WHEREAS, UBI is willing to provide such a revolving credit facility to the Borrower upon the terms and conditions hereinafter set forth; and

          NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and. agree as follows:

1. CERTAIN DEFINITIONS

1.1 Certain Definitions.

          In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof clearly requires otherwise:

           Affiliate as to any Person shall mean any other Person (i) which directly or indirectly controls, is controlled by, or is under common control with such Person, (ii) which beneficially owns or holds 5% or more of any class of the voting or other equity interests of such Person, or (iii) 5% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person. Control, as used in this definition, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be.

           UBI’s Facility Fee shall have the meaning assigned to that term in Section 2.7.

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           Agreement shall mean this Revolving Credit Agreement, as the same may be supplemented or amended from time to time, including all schedules and exhibits.

           Annual Statements shall have the meaning assigned to that term in Section 5.1.9(i).

           Authorized Officer shall mean those individuals, designated by written notice to UBI from the Borrower, authorized to execute notices, reports and other documents on behalf of the Borrower required hereunder. The Borrower may amend such list of individuals from time to time by giving written notice of such amendment to UBI.

           Banks shall mean the financial institutions from time to time signatory to the Term Loan Agreement and their respective successors and assigns as permitted thereunder, each of which is referred to herein as a Bank.

           Benefit Arrangement shall mean at any time an “employee benefit plan,” within the meaning of Section 3(3) of ERISA, which is neither a plan nor a Multiemployer Plan and which is maintained, sponsored or otherwise contributed to by any member of the ERISA Group.

           Borrower shall have the meaning given in the preamble to this Agreement.

           Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in Huntington, West Virginia.

           Closing Date shall mean the effective date hereof.

           Consideration shall mean with respect to any Permitted Acquisition, the aggregate of (i) the net present value paid by any of the Borrower, directly or indirectly, to the seller in connection therewith, (ii) the Indebtedness incurred or assumed by any of the Borrower, whether in favor of the seller or otherwise and whether fixed or contingent, (iii) any Guaranty given or incurred by the Borrower in connection therewith, (iv) 50% of the value of stock transferred, and (v) the net present value of any other consideration given or obligation incurred by the Borrower in connection therewith.

           Consolidated Cash Flow From Operations for any period of determination shall mean the sum of net income, depreciation, amortization, other non-cash charges to net income, interest expense and cash income tax expense minus non-cash credits to net income, all measured on a rolling four quarters basis in each case of the borrower and its Subsidiaries for such period determined and consolidated in accordance with GAAP.

           Consolidated Tangible Net Worth shall mean as of any date of determination total stockholders’ equity less intangible assets of the Borrower and its Subsidiaries as of such date determined and consolidated in accordance with GAAP.

           Dollar , Dollars , U.S. Dollars and the symbol $ shall mean lawful money of the United States of America.

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           Environmental Complaint shall mean any written complaint setting forth a cause of action for personal or property damage or natural resource damage or equitable relief, order, notice of violation, citation, request for information issued pursuant to any Environmental Laws by an Official Body, subpoena or other written notice of any type relating to, arising out of, or issued. pursuant to, any of the Environmental Laws or any Environmental Conditions, as the case may be.

           Environmental Conditions shall mean any conditions of the environment, including the workplace, the ocean, natural resources (including flora or fauna), soil, surface water, groundwater, any actual or potential drinking water supply sources, substrata or the ambient air, relating to or arising out of, or caused by, the use, handling, storage, treatment, recycling, generation, transportation, release, spilling, leaking, pumping, emptying, discharging, injecting, escaping, leaching, disposal, dumping, threatened release or other management or mismanagement of Regulated Substances resulting from the use of, or operations on, any Property.

           Environmental Laws shall mean all federal, state, local and foreign Laws and regulations, including permits, licenses, authorizations, bonds, orders, judgments, and consent decrees issued, or entered into, pursuant thereto, relating to pollution or protection of human health or the environment or employee safety in the workplace.

           ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

           ERISA Group shall mean, at any time, the Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with the Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code.

           Event of Default shall mean any of the events described in Section 8.1 and referred to therein as an “Event of Default.”

           Federal Funds Effective Rate for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of Pittsburgh (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the ‘Federal Funds Active Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

           Financial Projections shall have the meaning assigned to that term in Section 5.1.9(i).

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           Fixed Charge Coverage Ratio shall mean the ratio of Consolidated Cash Flow from Operations to Fixed Charges.

           Funding Date means the date of the funding of a Loan.

           GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3, and applied on a consistent basis both as to classification of items and amounts.

           Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business and indemnities.

           Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit, currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device, (iv) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than thirty (30) days past due), or (v) any Guaranty of Indebtedness for borrowed money.

           Ineligible Security shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

           Insolvency proceeding shall mean, with respect to any Person, (a) case, action or proceeding with respect to such Person (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of the Borrower or otherwise relating to liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors, undertaken under any Law.

           Interest Payment Date means, with respect to any Prime Rate Loan, the last day of each Interest Period applicable to such Loan; provided that, in all cases, “Interest Payment Date” shall also include each Interest Period Anniversary Date for such Interest Period.

           Interest Period shall have the meaning assigned to such term in Section 3.1.2.

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           Internal Revenue Code shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and. any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

           Labor Contracts shall mean all employment agreements, employment contracts, collective bargaining agreements and other agreements among the Borrower or any Subsidiary of the Borrower and its employees.

           Law shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree or award of any Official Body.

           Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

           LLC Interests shall have the meaning given to such term in Section 5.1.3.

           Loan or Loans means any one or more of the Revolving Loans.

           Loan Documents shall mean this Agreement, the Revolving Note, and any other instruments, certificates or documents delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as the same may be supplemented or amended from time to time in accordance herewith or therewith, and Loan Document shall mean any of the Loan Documents,

           Material Adverse Change shall mean any set of circumstances or events which (a) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) is or could reasonably be expected to be material and adverse to the business, properties, assets, financial condition, results of operations of the Borrower and its Subsidiaries taken as a whole, (c) impairs materially or could reasonably be expected to impair materially the ability of the Borrower and its Subsidiaries taken as a whole to duly and punctually pay or perform their Indebtedness, or (d) impairs materially or could reasonably be expected to impair materially the ability of UBI or any of the Banks, to the extent permitted, to enforce their legal remedies pursuant to this Agreement or any other Loan Document.

           Maturity or Maturity Date shall mean July 31, 2006.

           Month with respect to an Interest Period, shall mean the interval between the days in consecutive calendar months numerically corresponding to the first day of such Interest Period. If any Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in the month in which such Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month.

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           Multiemployer Plan shall mean any employee benefit plan which is a “multiemployer plan” within the meaning of Section 4001 (a) (3) of ERISA and to which any Borrower or any member of the ERISA Group is then making or accruing an obligation to make contributions or, within the preceding five Plan years, has made or had an obligation to make such contributions.

           Multiple Employer Plans shall mean a Plan which has two or more contributing sponsors (including any Borrower or any member of the ERISA Group) at least two of whom are not under common control, as such a plan is described in Sections 4063 and 4064 of ERISA.

           Notices shall have the meaning assigned to that term in Section 10.5.

           Obligation shall mean any obligation or liability of the Borrower to UBI, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent now or hereafter existing, or due or to become due, under or in connection with this Agreement, the Revolving Note, or any other Loan Document.

           Official Body shall mean any national, federal, state, local or other government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

           Partnership Interests shall have the meaning given to such term in Section 5.1.3.

           PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

           Permitted Acquisition shall have the meaning assigned to such term in Section 7.2.5.

           Permitted Investments shall mean:

               (i) Direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America maturing in twelve (12) months or less from the date of acquisition;

               (ii) Commercial paper maturing in 180 days or less rated not lower than A-1, by Standard & Poor’s or P-1 by Moody’s Investors Service, Inc. on the date of acquisition;

               (iii) Demand deposits, time deposits or certificates of deposit maturing within one year in commercial banks whose obligations are rated A-1, A or the equivalent or better by Standard & Poor’s on the date of acquisition;

               (iv) Investments shown on Schedule 1.1(P) pursuant to this Agreement and in favor of the Agent; and

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               (v) Any other investment deemed appropriate and prudent by the Company to the extent such investments in the aggregate do not exceed $500,000.

           Permitted Liens shall mean:

               (i) Liens, security interests and mortgages (A) in favor of UBI pursuant to this Agreement, and (B) in favor of the Agent for the benefit of the Banks party to the Term Loan Agreement.

               (ii) Liens for taxes, assessments, or similar charges, incurred in the ordinary course of business and. which are not yet due and payable;

               (iii) Pledges or deposits made in the ordinary course of business to secure payment of workmen’s compensation, or to participate in any fund in connection with workmen’s compensation, unemployment insurance, old-age pensions or other social security programs;

               (iv) Liens of mechanics, materialmen, warehousemen, carriers, or other like Liens securing obligations incurred in the ordinary course of business that are not yet due and payable and Liens of landlords securing obligations to pay lease payments that are not yet due and payable or in default;

               (v) Good-faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business;

               (vi) Encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such property or the value thereof, and none of which is violated in any material respect by existing or proposed structures or land use;

               (vii) Liens on property leased by the Borrower or any Subsidiary of the Borrower under capital and operating leases permitted in Section 7.2.13 securing obligations of the Borrower or any Subsidiary of the Borrower to the lessor under such leases;

               (viii) Any Lien existing on the date of this Agreement and described on Schedule 1.1(P), as the debt underlying such Lien may be refinanced or replaced (but the principal amount secured thereby is not hereafter increased, and no additional assets become subject to such Lien) and a replacement Lien placed thereon;

               (ix) Purchase Money Security Interests, provided that the aggregate amount of loans and deferred payments secured by such Purchase Money Security Interests shall not exceed $10,000,000 and any replacement or renewal thereof as long as the principal amount secured thereby is not increased and no existing additional assets at the effective date of this agreement become subject to such lien in an amount greater than $1.0 million in the aggregate.

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Asset purchases subsequent to the effective date of this agreement are permitted to be financed to the extent the aggregate financings do not exceed $10,000,000.

                    (x) The following, (A) if the validity or amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed or (B) if a final judgment is entered and such judgment is discharged within thirty (30) days of entry, and in either case they do not, in aggregate, materially impair the ability of the Borrower to perform its obligations hereunder or under the other Loan Documents:

                         (1) Claims or Liens for taxes, assessments or charges due and payable and subject to interest or penalty, provided that the Borrower maintains such reserves or other appropriate provisions as shall be required by GAAP and pays all such taxes, assessments or charges forthwith upon the commencement of proceedings to foreclose any such Lien; or

                         (2) Claims, Liens or encumbrances upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute on the merits; or

                         (3) Claims or Liens of mechanics, carriers, or other statutory nonconsensual Liens; or

                         (4) Liens resulting from final judgments or orders described in Section 8.1.6.

           Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity.

           Plan shall mean at any time an employee pension benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group.

           Potential Default shall mean any event or condition which with notice, passage of time or a determination by UBI would constitute an Event of Default.

           Prime Rate shall mean a variable annual interest rate equal to JP Morgan Chase Bank prime rate adjusted daily with each change in such rate.

           Prime Rate Loans means Loans made by Bank bearing interest at rates determined in accordance with Section 3.1.1.

           Principal Office shall mean the principal banking office of UBI in Parkersburg, West Virginia.

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           Prohibited Transaction shall mean any prohibited transaction as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA for which neither an individual nor a class exemption has been issued by the United States Department of Labor.

           Property shall mean all real property, both owned and leased, of the Borrower or any Subsidiary of the Borrower.

           Purchase Money Security Interest shall mean Liens upon tangible property securing loans to the Borrower or any Subsidiary of the Borrower or deferred payments by the Borrower or any Subsidiary of the Borrower for the purchase of such tangible property.

           Leverage Ratio shall mean the ratio of the Borrower’s Total Senior Indebtedness to Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”). For purposes of the Leverage Ratio, Total Senior Indebtedness shall be measured as of the end of each fiscal quarter and EBITDA shall be measured as of the end of each fiscal quarter for the previous four fiscal quarters.

           Regulated Substances shall mean any substance, including: any solid, liquid, semisolid, gaseous, thermal, thoriated or radioactive material, refuse, garbage, wastes, chemicals, petroleum products, by-products, coproducts, impurities, dust, scrap, heavy metals, defined as a “hazardous substance,” “pollutant,” “pollution,” “contaminant,” “hazardous or toxic substance,” “extremely hazardous substance,” “toxic chemical,” “toxic waste,” “hazardous waste,” “industrial waste,” “residual waste,” “solid waste,” “municipal waste,” “mixed waste,” “infectious waste,” “chemotherapeutic waste,” “medical waste,” or “regulated substance” or any related materials, substances or wastes as now or hereafter defined pursuant to any Environmental Laws, ordinances, rules, regulations or other directives of any Official Body, the generation, manufacture, extraction, processing, distribution, treatment, storage, disposal, transport, recycling, reclamation, use, reuse, spilling, leaking, dumping, injection, pumping, leaching, emptying, discharge, escape, release or other management or mismanagement of which is regulated by the Environmental Laws.

           Regulation U shall mean Regulation U, T, G or X as promulgated by the Board of Governors of the Federal Reserve System, as amended from time to time.

           Reportable Event shall mean a reportable event described in Section 4043 of ERISA and regulations thereunder with respect to a Plan or Multiemployer Plan.

           Revolving Loan or Revolving Loans shall have the meaning assigned to that term in Section 2. 2.

           Revolving Note or Revolving Credit Note shall mean the Revolving Credit Note of the Borrower in the form of Exhibit 1.1(T) evidencing the Revolving Loan or Revolving Loans, together with all amendments, extensions, renewals, replacements refinancings or refunds thereof in whole or in part.

           Section 20 Subsidiary shall mean the Subsidiary of the bank holding company controlling UBI, which Subsidiary has been granted authority by the Federal Reserve Board to underwrite and deal in certain Ineligible Securities

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           Shares shall have the meaning assigned to that term in Section 5.1.2.

           Standard & Poor’s shall mean Standard & Poor’s Ratings Services.

           Subsidiary of any person at any time shall mean (i) any corporation or trust of which more than 50% (by number of shares or number of votes) of the outstanding capital stock or shares of beneficial interest normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, (ii) any partnership of which such Person is a general partner or of which more than 50% or more of the partnership interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries, (ii) any limited liability company of which such Person is a member or of which more than 50% of the limited liability company interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries or (iv) any corporation, trust, partnership, limited liability company or other entity which is controlled or capable of being controlled by such Person or one or more of such Person’s Subsidiaries.

           Subsidiary Shares shall have the meaning assigned to that term in Section 5.1.3.

           Total Senior Indebtedness shall mean as to the Borrower and all of its Subsidiaries, the sum of all borrowed money and all reimbursement obligations under any letters of credit.

1.2 Construction.

          Unless the context of this Agreement otherwise clearly requires, the following rules of construction shall apply to this Agreement and each of the other Loan Documents:

1.2.1 NUMBER, INCLUSION

          References to the plural include the singular, the plural, the part and the whole; “or” has the inclusive meaning represented by the phrase “and/or,” and “including” has the meaning represented by the phrase “including without limitation”.

1.2.2 DETERMINATION.

          References to “determination” of or by UBI shall be deemed to include, a good faith estimate by UBI (in the case of quantitative determinations) and a good-faith belief by UBI (in the case of qualitative determinations) and such determination shall be conclusive absent manifest error.

1.2.3 UBI’S DISCRETION AND CONSENT.

          Whenever UBI is granted the right herein to act in its or their sole discretion or to grant or withhold, consent such right shall be exercised reasonably and in good faith.

1.2.4 DOCUMENTS TAKEN AS A WHOLE.

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          The words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document as a whole and not to any particular provision of this agreement or such other Loan Document.

1.2.5 HEADINGS.

          The section and other headings contained in this Agreement or such other Loan Document and the Table of Contents (if any), preceding this Agreement or such other Loan Document are for reference purposes only and shall not control or affect the construction of this Agreement or such other Loan Document or the interpretation thereof in any respect;

1.2.6 IMPLIED REFERENCES TO THIS AGREEMENT.

          Article, section, subsection, clause, schedule and exhibit references are to this Agreement or other Loan Document, as the case may be, unless otherwise specified;

1.2.7 PERSONS.

          Reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement or such other Loan Document, as the case may be, and reference to a Person in a particular capacity excludes such Person in any other capacity; and

1.2.8 MODIFICATIONS TO DOCUMENTS.

          Reference to any agreement, (including this Agreement and any other Loan Document together with the schedules and exhibits hereto or thereto), document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted for, superseded or restated.

1.3 Accounting Principles.

          Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP; (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 7.2 (and all defined terms used in the definition of any accounting term used in Section 7.2 shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Annual Statements referred to in Section 5.1.9(i) . In the event of any change after the date hereof in GAAP, and if such change would result in the inability to determine compliance with the financial covenants set forth in Section 7.2 based upon the Borrower’s regularly prepared financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would not affect the substance thereof, but would allow compliance therewith to be determined in accordance with the Borrower’s financial statements at that time.

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2. REVOLVING CREDIT COMMITMENT

2.1 Revolving Credit Commitment.

          Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, UBI hereby agrees to lend to Borrower the maximum sum of Ten Million and No/100 Dollars ($10,000,000.00) (the “Revolving Credit Commitment”). Such Revolving Credit Commitment shall be available to borrower, subject to the limitations herein, in whole or in part and from time to time until the Maturity Date, when the entire outstanding principal balance of the Revolving Credit Commitment, together with all accrued but unpaid interest thereon, shall become immediately due and payable. Interest on the principal balance of the Revolving Credit Commitment from time to time outstanding shall be due and payable in accordance with Section 3, below.

2.2 Revolving Credit Note.

          Borrower shall execute and deliver to UBI a promissory note in the form of Exhibit 1.1(T) attached hereto (the “Revolving Credit Note”). All disbursements on the Revolving Credit Note shall be Revolving Loans and, unless otherwise provided, shall be in amounts of not less than One Hundred Thousand Dollars ($100,000.00). Amounts borrowed by Borrower under the Revolving Credit Commitment may, subject to the limitations set forth in Section 3.2.1 be repaid and may, subject to the limitations set forth in this Agreement, until the Maturity Date, be reborrowed; provided, however, that at no time may the principal balance outstanding under the Revolving Credit Note exceed the amount of the Revolving Credit Commitment, and Borrower shall make principal payments at such times and in such amounts necessary to comply with this provision.

2.3 [This section intentionally omitted]

2.4 Disbursement of Funds.

          UBI shall make the proceeds of Revolving Loans available to Borrower on such Funding Date by causing an amount of same day funds equal to the proceeds of all such Revolving Loans for which notices of borrowing were received by UBI to be credited to the account of Borrower at UBI.

2.5 Manner and Time of Payment.

          All payments of principal, interest, and fees hereunder and under the Revolving Credit Note shall be made by Borrower without defense, setoff, or counterclaim and in same day funds delivered to UBI not later than 2:00 p.m. (West Virginia time) on the date due at its office located at 2889 Third Avenue, Huntington, West Virginia,, for the account of UBI. Funds received by UBI after that time shall be deemed to have been paid by Borrower on the next succeeding Business Day.

2.6 Use of Proceeds.

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          The proceeds of the Revolving Credit Note shall be used for the purpose of financing acquisitions, capital expenditures and general working capital requirements.

2.7 Facility Fee.

          As consideration for the Revolving Credit Commitment hereby extended, Borrower shall pay UBI a facility fee on the total amount of Revolving Credit Commitment at a rate per annum equal to 0.125%, payable annually in advance commencing on the Closing Date and on each anniversary of the Closing Date. Borrower shall be entitled to cancel the Revolving Credit Commitment in whole or in part at any time prior to the Maturity Date, and such cancellation shall be irrevocable.

2.8 Setoff.

          Upon the occurrence and during the continuation of any Event of Default, UBI shall have the right to set off against all obligations of Borrower to UBI hereunder and under the Revolving Credit Note, whether matured or unmatured, all funds of Borrower on deposit in accounts with UBI or its affiliates, except for funds deposited or accounts maintained for the payment of taxes, payroll, and employee contributions and any other funds or accounts in which Borrower does not have a beneficial interest.

3. INTEREST

3.1 Interest on the Revolving Loans.

3.1.1 RATE OF INTEREST.

     The Revolving Loans shall bear interest on the unpaid principal amount thereof from the date made through Maturity (whether by acceleration or otherwise) at a rate determined by reference to the Prime Rate.

3.1.2 [This section intentionally omitted]

3.1.3 [This section intentionally omitted]

          Subject to Section 3.1.5, interest shall be payable on the Revolving Loans as follows:

               (i) Interest on each Prime Rate Loan shall be payable in arrears on the tenth (10th) day of each month, commencing May 10, 2003, upon any prepayment of any such Loan (to the extent accrued on the amount being prepaid), upon any conversion/continuation, and at Maturity.

3.1.4 [This section intentionally omitted]

3.1.5 POST-MATURITY INTEREST.

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          Any principal payments on the Loans not paid within ten (10) days after the date when due and, to the extent permitted by applicable law, any interest payments on the Loans not paid within ten (10) days after the date when due, in each case whether at stated Maturity, by notice of prepayment, by acceleration, or otherwise, shall thereafter bear interest payable upon demand at a rate equal to the sum of the Prime Rate plus three percentage points (3%) per annum. UBI shall have the right to assess a late payment processing fee in the amount of the greater of Twenty and No/100 Dollars ($20.00) or five percent (5%) of the scheduled payment in the event of a default in payment that remains uncured for a period of at least ten (10) days.

3.1.6 COMPUTATION OF INTEREST.

          Interest on the Loans shall be computed on the basis of a three hundred sixty (360) day year and the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of the Loan or the first day of an Interest Period, as the case may be, shall be included, and the date of payment or the expiration date of an Interest Period, as the case may be, shall be excluded; provided that, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

3.2 Prepayments

3.2.1 VOLUNTARY PREPAYMENTS.

          Borrower may, upon prior written or telephone notice to UBI, which notice, if telephonic, shall be promptly confirmed in writing to UBI, at any time and from time to time prepay any Revolving Loan made to Borrower in whole or in part in an aggregate minimum amount of Fifty Thousand Dollars ($50,000.00) and integral multiples of Ten Thousand Dollars ($10,000.00) in excess of that amount. All such prepayments may be made without premium or penalty. If Borrower does not specify the Loan to which a prepayment is to be applied, such prepayment shall be applied to such Loans as UBI, in its sole discretion, shall select. Notice of prepayment having been given as aforesaid, principle payments in the aggregate amount specified in such notice shall become due and payable on the prepayment date.

3.2.2 MANDATORY PREPAYMENTS.

          Borrower shall make prepayments of Revolving Loans to the extent necessary so that the outstanding principal amounts of the Revolving Loans at any time do not exceed the Revolving Credit Commitment then in effect.

4. [THIS SECTION INTENTIONALLY OMITTED.]

5. REPRESENTATIONS AND WARRANTES

5.1 Representations and Warranties.

          The Borrower represents and warrants to UBI on the date of this Agreement as follows:

5.1.1 ORGANIZATION AND QUALIFICATION.

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          The Borrower is a corporation, duly organized, validly existing and in good standing under the laws of the State of West Virginia. The Borrower has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct. The Borrower is duly licensed or qualified and in good standing in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary.

5.1.2 CAPITALIZATION AND OWNERSHIP.

          The authorized capital stock of the Borrower consists of 20,000,000 shares of Common Stock, $1 par value, of which 9,713, 913 shares (referred to herein as the “Shares”) are issued and outstanding. All of the Shares have been validly issued and are fully paid and nonassessable. There are no options, warrants or other rights outstanding to purchase any such shares except as indicated on Schedule 5.1.2.

5.1.3 SUBSIDIARIES

          Schedule 5.1.3 states the name of each of the Borrower’s Subsidiaries, its jurisdiction of incorporation, its authorized capital stock, the issued and outstanding shares (referred to herein as the “Subsidiary Shares”) and the owners thereof if it is a corporation, its outstanding partnership interests (the Partnership Interests”) if it is a partnership and its outstanding limited liability company interests, interests assigned to managers thereof and the voting rights associated therewith (the “LLC”) if it is a limited liability company. The Borrower and each Subsidiary of the Borrower has good and marketable title to all, of the Subsidiary Shares, Partnership Interests and LLC Interests it purports to own free and clear in each case of any Lien. All Subsidiary Shares, Partnership Interests and LLC Interests have been validly issued, and all Subsidiary Shares are fully paid and nonassessable. All capital contributions and other consideration required to be made or paid in connection with the issuance of the Partnership Interests and LLC Interests have been made or paid, as the case may be. There are no options, warrants or other rights outstanding to purchase any such Subsidiary Shares, Partnership Interests or LLC Interests except as indicated on Schedule 5.1.3.

5.1.4 POWER AND AUTHORITY.

          The Borrower has full power to enter into, execute, deliver and carry out this Agreement and the other Loan Documents to which it is a party, to incur the Indebtedness contemplated by the Loan Documents and to perform its Obligations under the Loan Documents to which it is a party, and all such actions have been duly authorized by all necessary proceedings on its part.

5.1.5 VALIDITY AND BINDING EFFECT.

          This Agreement has been duly and validly executed and delivered by the Borrower, and each other Loan Document which the Borrower is required to execute and deliver on or after the date hereof will have been duly executed and delivered by the Borrower on the required date of delivery of such Loan Document. This Agreement and each other Loan Document constitutes, or will constitute, legal, valid and binding obligations of the Borrower which is or will be a party thereto on and after its date of delivery thereof, enforceable against

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the Borrower in accordance with its terms, except to the extent that enforceability of any of such Loan Document may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of creditors’ rights generally or general equitable principles.

5.1.6 NO CONFLICT.

          Neither the execution and delivery of this Agreement or the other Loan Documents by the Borrower nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of the Borrower or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower or any of its Subsidiaries.

5.1.7 LITIGATION.

          There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower or any Subsidiary of the Borrower at law or equity before any Official Body which individually or in the aggregate may result in any Material Adverse Change, except as set forth on Schedule 5.1.7. Neither the Borrower nor any of its Subsidiaries is in material violation of any order, writ, injunction or any decree of any Official Body which may result in any Material Adverse Change, except as set forth on Schedule 5.1.7.

5.1.8 TITLE TO PROPERTIES.

          The Borrower and each of its Subsidiaries has good and marketable title to or valid leasehold interest in all properties, assets and other rights which it purports to own or lease or which are reflected as owned or leased on, its books and records, free and clear of all Liens and encumbrances except Permitted Liens, and subject to the terms and conditions of the applicable leases. All leases of property are in full force and effect without the necessity for any consent which has not previously been obtained upon consummation of the transactions contemplated hereby.

5.1.9 FINANCIAL STATEMENTS.

               (i) Annual Statements. The Borrower has delivered to UBI copies of its audited consolidated year-end financial statements for and as of the end of the three fiscal years ended October 31, 2002 (the “Annual Statements”) . The Annual Statements were prepared from the books and records maintained by the Borrower’s management, are correct and complete and fairly represent the consolidated, financial condition of the Borrower and, its Subsidiaries as of their dates and the results of operations for the fiscal periods then ended and have been

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prepared in accordance with GAAP consistently applied, subject to normal year-end audit adjustments.

               (ii) [This Section Intentionally Omitted.]

               (iii) Accuracy of Financial Statements. Neither the Borrower nor any Subsidiary of the Borrower has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Annual Statements or in the notes thereto and which under GAAP were required to be disclosed therein, and except as disclosed therein there are no unrealized or anticipated losses from any commitments of the Borrower or any of its Subsidiaries which are reasonably likely to cause a Material Adverse Change since October 31, 2002, no Material Adverse Change has occurred.

5.1.10 USE OF PROCEEDS, MARGIN STOCK.

          The Borrower intends to use the proceeds of the Loans in accordance with Section 2.4 hereof. Neither the Borrower nor any of its Subsidiaries engages or intends to engage principally, or as one of its important activities, in the business of extending credit for the purpose, immediately, incidentally or ultimately, of purchasing or carrying margin stock (within the meaning of Regulation U). No part of the proceeds of the Revolving Loan has been or will be used, immediately, incidentally or ultimately, to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or to refund Indebtedness originally incurred for such purpose, or for any purpose which entails a violation of or which is inconsistent with the provisions of the regulations of the Board of Governors of the Federal Reserve System. Neither the Borrower nor any of its Subsidiaries holds or intends to hold margin stock in such amounts that more than 25% of the reasonable value of the assets of the Borrower or Subsidiary of the Borrower are or will be represented by margin stock.

5.1.11 FULL DISCLOSURE.

          Neither this Agreement nor any other Loan Document, nor any certificate, statement, agreement or other documents furnished to UBI in connection herewith or therewith, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances under which they were made, not misleading.

5.1.12 TAXES.

          All federal and other tax returns required to have been filed with respect to the Borrower and each Subsidiary of the Borrower have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges which have or may become due pursuant to said returns or to assessments received, except to the extent that such taxes, fees, assessments and other charges are not material and are being contested in good faith by appropriate proceedings diligently conducted and. for which such reserves or other appropriate provisions if any, as shall be required by GAAP shall have been made There are no agreements or waivers extending the statutory period of limitations applicable to any federal income tax return of the Borrower or any Subsidiary of the Borrower for any period.

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          5.1.13 CONSENTS AND APPROVALS.

          No consent, approval, exemption, order or authorization of or a registration or filing with, any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents by the Borrower.

5.1.14 NO EVENT OF DEFAULT, COMPLIANCE WITH INSTRUMENTS.

          No event has occurred and is continuing and no condition exists or will exist after giving effect to the borrowings or other extensions of credit to be made on the Closing Date under or pursuant to the Loan Documents which constitutes an Event of Default or Potential Default. Neither the Borrower nor any Subsidiaries of the Borrower is in material violation of (i) any term of its certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents or (ii) any material agreement or instrument to which it is a party or by which it or any of its properties may be subject or bound.

5.1.15 PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC.

          The Borrower and, each Subsidiary of the Borrower owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary to own and. operate its properties and to carry on its business as presently conducted and planned to be conducted by such Borrower or Subsidiary, without known possible, alleged or actual conflict with the rights of others.

5.1.16 INSURANCE.

          The Borrower maintains policies and bonds provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of the Borrower and each Subsidiary of the Borrower in accordance with prudent business practice in the industries of the Borrower and its subsidiaries. No notice has been given or claim made and no grounds exist to cancel or avoid any such policy or bonds or to reduce the coverage provided hereby.

5.1.17 COMPLIANCE WITH LAWS.

          The Borrower and its Subsidiaries are in compliance in all material respects with all applicable Laws (other than Environmental Laws which are specifically addressed in Section 5.1.22) in all jurisdictions in which the Borrower or any of its Subsidiaries is presently or will be doing business.

5.1.18 MATERIAL CONTRACTS; BURDENSOME RESTRICTIONS.

          All material agreements relating to the business operations of the Borrower and its Subsidiaries, including all employee benefit plans and Labor Contracts are valid, binding and enforceable upon such Borrower or Subsidiary and each of the other parties thereto in accordance with their respective terms, and there is no default thereunder, to the Borrower’s

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knowledge, with respect to parties other than such Borrower or Subsidiary. Neither the Borrower nor any of its Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which is reasonably likely to result in a Material Adverse Change.

5.1.19 INVESTMENT COMPANIES; REGULATED ENTITIES.

          Neither the Borrower nor any of its Subsidiaries is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control of and “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.” N