Exhibit.10.1

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Dated as of December 16, 2004

among

FARM & HOME OIL COMPANY

as Borrower,

and

UNIVEST NATIONAL BANK AND TRUST CO.

as Agent,

WACHOVIA BANK, NATIONAL ASSOCIATION, as Issuing Bank

and

the Lenders named herein.

TABLE OF CONTENTS

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List of Schedules

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Amended and Restated Loan and Security Agreement (the “Agreement” ) dated as of December 16, 2004, is among Farm & Home Oil Company ( “Borrower” ), the financial institutions which are now or which hereafter become party to this Agreement (collectively, the “Lenders” and individually, each a “Lender” , which term shall include Agent and Issuing Bank in their capacities as Lenders) and Univest National Bank and Trust Co. ( “Univest” ), as agent for Lenders (Univest in such capacity, together with its successors in such capacity the “Agent” ), and Wachovia Bank, National Association ( “WBNA” ) as issuing bank (WBNA, in such capacity, together with its successors in such capacity, the “Issuing Bank” ) concerning loans and other credit accommodations to be made by Lenders to Borrower.  All capitalized terms appearing herein which are not otherwise defined have such meaning as provided in Section 10 below.

SECTION 1.          EXISTING LOAN DOCUMENTS

1.1            Existing Loan Documents .  Univest and Borrower are parties to those certain loan documents described on Schedule 1.1 attached hereto (collectively, the “Existing Loan Documents” ), Univest’s interest in which WBNA (formerly First Union National Bank) purchased a participation interest..

1.2            Ratification of Existing Loan Documents .

(a)            The Existing Loan Documents are valid, binding and in full force and effect as of the date hereof.

(b)            Neither this Agreement, the other Loan Documents, nor any other document in connection therewith shall be deemed or construed to be a compromise, satisfaction, novation or release of any of the Existing Loan Documents or any rights or obligations thereunder, nor shall the credit facilities under this Agreement be deemed to be a repayment of any of the indebtedness evidenced thereby.  The credit facilities under this Agreement are being extended to recast, in accordance with the terms and conditions of this Agreement, the obligations evidenced and secured by the Existing Loan Documents.  All obligations under the Existing Loan Documents are superseded by the Loan Documents.

(c)            All liens, security interests, rights and remedies granted to Agent (for itself or for the benefit of the Lenders) or Lenders under the Existing Loan Documents are hereby ratified, confirmed and continued in favor of Agent, for the benefit of Lenders as provided for herein, and shall secure the performance by Borrower of its obligations under this Agreement and all of the other Loan Documents.

(d)            Borrower has no defense, setoff, counterclaim or challenge against the payment of the sums currently owing under the Existing Loan Documents or the enforcement of any of the terms and conditions of the Existing Loan Documents.  Agent, Lenders, Issuing Bank and Borrower each agree that the principal balance due under the Existing Loan Documents as of the date hereof is Forty-Six Million Twelve Thousand Two Hundred Twenty-Seven and 94/100 Dollars ($46,012,227.94).

(e)            This Agreement and the other Loan Documents supersede and replace the Existing Loan Documents.  In the event of any inconsistencies between the terms and conditions of the Existing Loan Documents and the terms and conditions of the Loan Documents, the terms and conditions of the Loan Documents shall control.

SECTION 2.          LOANS AND LETTERS OF CREDIT

2.1            Working Capital Line of Credit .

(a)            Lenders will establish for Borrower for and during the period from the date hereof and until October 31, 2006 (as such period may be extended from time to time pursuant to Section 2.1(c)  below, the “Working Capital Line Contract Period” ), subject to the terms and conditions hereof, a revolving working capital credit facility (the “Working Capital Line” ), pursuant to which Lenders will from time to time in accordance with their respective Pro Rata Line Percentage, severally and not jointly, make advances to Borrower in an aggregate amount not exceeding (i) during any Non-Seasonal Period, the Maximum Non-Seasonal Working Capital Line Amount and (ii) during any Seasonal Period, the lesser of (A) the Maximum Seasonal Working Capital Line Amount and (B) the Borrowing Base Amount.  Within the limitations set forth in this Agreement, Borrower may borrow, repay and reborrow under the Working Capital Line.  The Working Capital Line shall be subject to all of the terms and conditions set forth in the Loan Documents, which terms and conditions are incorporated herein.  Subject to the terms and conditions of this Agreement, each Lender agrees to lend to Borrower the amount equal to such Lender’s respective Pro Rata Line Percentage of each advance requested by Borrower under the Working Capital Line.  The outstanding amount of the advances (including without limitation then outstanding L/C Obligations) by each Lender under the Working Capital Line shall not exceed such Lender’s Pro Rata Line Share (as such amount may change from time to time in accordance with this Agreement).

(b)            Borrower shall use the proceeds of the Working Capital Line for working capital purposes and to finance Approved Margin Deposits.  Upon consummation of the transactions contemplated herein, a portion of the outstanding balance under the Existing Documents in the amount of Forty-One Million Five Hundred Sixty-Five Thousand Four Hundred Forty and 52/100 Dollars ($41,565,440.52) shall be deemed an advance under the Working Capital Line.

(c)            Borrower may from time to time request that Lenders extend the Working Capital Line Contract Period for successive one year periods, by providing Agent with written notice of such request not later than sixty (60) days prior to the expiration of the then current Working Capital Line Contract Period, together with the financial statements to be delivered pursuant to Section 6.10(a)  hereof, a covenant compliance certificate and such other documents as Agent shall reasonably request, all of which must be in form and content reasonably satisfactory to the Required Lenders.  Borrower acknowledges and agrees that Lenders have no obligation to extend the Working Capital Line Contract Period at any time and Lenders may determine not to do so for any or no reason, or may determine to do so on the same terms as set forth herein or on such additional or different terms as they deem appropriate, in their sole discretion..

2.2            Capital Expenditure Line of Credit .

(a)            Cap Ex Line Lenders will establish for Borrower for and during the period from the date hereof and until October 31, 2006 (the “Cap Ex Contract Period” ), subject to the terms and conditions hereof, a revolving capital expenditure credit facility (the “Cap Ex Line” ),

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pursuant to which Cap Ex Line Lenders will from time to time in accordance with their respective Pro Rata Cap Ex Percentage, severally and not jointly, make advances to Borrower in individual amounts not to exceed one hundred percent (100%) of the Invoice Value of the equipment being purchased by Borrower with the proceeds of such advance; provided, however, at no time shall the aggregate of all outstanding advances under the Cap Ex Line exceed the Maximum Cap Ex Line Amount.  Within the limitations set forth in this Agreement, Borrower may borrow, repay and reborrow under the Cap Ex Line.  The Cap Ex Line shall be subject to all of the terms and conditions set forth in the Loan Documents, which terms and conditions are incorporated herein.  Subject to the terms and conditions of this Agreement, each Cap Ex Line Lender agrees to lend to Borrower the amount equal to such Cap Ex Line Lender’s respective Pro Rata Cap Ex Percentage of each advance requested by Borrower under the Cap Ex Line.  The outstanding amount of the advances by each Cap Ex Line Lender shall not exceed such Cap Ex Line Lender’s Pro Rata Cap Ex Share (as such amount may change from time to time in accordance with this Agreement).

(b)            Together with each request for an advance under the Cap Ex Line, Borrower shall deliver to Agent copies of invoices for the equipment being purchased with the proceeds of such advance, together with such other information with respect thereto as Agent shall reasonably require.

(c)            Borrower shall use proceeds of the Cap Ex Line to finance the costs of acquisition of equipment to be used in the normal course of Borrower’s business.  Upon consummation of the transactions contemplated herein, a portion of the outstanding balance under the Existing Documents in the amount of Two Million Thirty-Seven Thousand Four Hundred Ninety-Nine and 77/100 Dollars ($2,037,499.77) shall be deemed an advance under the Cap Ex Line.

2.3            [INTENTIONALLY OMITTED].

2.4            Letters of Credit .

(a)            Issuing Bank may, in its sole discretion, issue under the Working Capital Line, from time to time at Borrower’s request and on terms and conditions and for purposes satisfactory to Agent and Issuing Bank, letters of credit for Borrower’s account ( “Letters of Credit” ).   Borrower shall execute and perform additional agreements relating to the Letters of Credit in form and substance acceptable to Agent and Issuing Bank, all of which shall supplement the rights and remedies granted herein.  Any payments made by any Lender or Issuing Bank in connection with the Letters of Credit shall constitute additional advances to Borrower under the Working Capital Line.  Letters of Credit shall have a term not to exceed (i) with respect to standby Letters of Credit, 365 days from the date of issuance thereof and (ii) with respect to commercial Letters of Credit, 180 days from the date of issuance thereof; provided, however, no Letter of Credit shall expire on a date later than the last day of the Working Capital Line Contract Period then in effect without the prior written approval of Agent and Issuing Bank and, with respect to any such Letter of Credit, Borrower hereby agrees to deliver on or before the last day of the Working Capital Line Period cash collateral in an amount equal to one hundred five percent (105%) of the outstanding undrawn face amount of each such Letter of Credit, to be held pursuant to Section 9.2 hereof.

(b)            In addition to the fees and costs of the Agent and Issuing Bank in connection with issuing or administering the Letters of Credit, Borrower shall pay to Issuing Bank, upon the issuance of any Letter of Credit and on each renewal thereof, a charge equal to the amount set forth

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in Section 10.2 (the “Letter of Credit Charges” ), as applicable with respect to the type of Letter of Credit issued.

(c)            No Letter of Credit will be issued if (i) the sum of (A) the stated amount of the Letter of Credit requested, plus (B) fees and costs for issuance, plus (C) all advances under the Working Capital Line and Letters of Credit then outstanding, would exceed (1) during any Non-Seasonal Period, the Maximum Non-Seasonal Working Capital Line Amount, and (2) during any Seasonal Period, the lesser of (x) the Maximum Seasonal Working Capital Line Amount and (z) the Borrowing Base Amount, or (ii) the aggregate stated amount of all outstanding Letters of Credit would exceed, at any time, the Letter of Credit sublimit set forth in Section 10.2(b) .  For purposes of determining availability for advances under the Working Capital Line and the issuance of Letters of Credit, the face amount of all outstanding Letters of Credit and all unreimbursed Letter of Credit charges and other amounts included in the term “L/C Obligations” defined below shall be deemed advances under the Working Capital Line.

(d)            All indebtedness, liabilities and obligations of any sort whatsoever, however arising, whether present or future, fixed or contingent, secured or unsecured, due or to become due, paid or incurred, arising or incurred in connection with any Letter of Credit shall be included in the term “Obligations” , as defined herein, and shall include, without limitation, (i) all amounts due or which may become due under or in connection with any Letter of Credit; (ii) all amounts charged or chargeable to Borrower, Agent, any Lender or Issuing Bank by any bank, other financial institution or correspondent bank which opens, issues or is involved with any Letter of Credit; (iii) the Letter of Credit Charges and all other fees, costs and other charges of Agent, any Lender and Issuing Bank in connection with any Letters of Credit; and (iv) to the extent paid by Issuing Bank and not reimbursed by Borrower all duties, freight, taxes, costs, insurance and all such other charges and expenses which may pertain directly or indirectly to any Obligations or Letters of Credit or to the goods or documents relating thereto (collectively, the “L/C Obligations” ).

(e)            Borrower unconditionally agrees to indemnify and hold Agent, Lenders and Issuing Bank harmless from any and all loss, claim or liability (including reasonable attorneys’ fees) arising from any transactions or occurrences relating to any Letter of Credit established or opened for Borrower’s account, the Collateral relating thereto and any drawings thereunder, including any such loss or claim due to any action taken by Agent, any Lender or Issuing Bank in connection with any Letters of Credit.  Borrower further agrees to indemnify and hold Agent, Lenders and Issuing Bank harmless for any errors or omissions in connection with the Letters of Credit, whether caused by Agent, Lenders or Issuing Bank or otherwise.  Borrower’s unconditional obligation to indemnify and hold Agent, Lenders and Issuing Bank harmless under this provision shall not be modified or diminished for any reason or in any manner whatsoever, except for Agent’s, Lenders’ or Issuing Bank’s willful misconduct or gross negligence.  Borrower agrees that any charges made to Agent, any Lender or Issuing Bank by any issuer of any Letter of Credit shall be conclusive on Borrower and may be charged to Borrower’s account.

(f)             None of Agent, any Lender or Issuing Bank shall be responsible for:  the conformity of any goods to the documents presented; the validity or genuineness of any documents; delay, default, or fraud by Borrower or shipper and/or anyone else in connection with the Letters of Credit or any underlying transaction; provided, however, Agent, Lenders and Issuing Bank shall be responsible for any such default, delay or fraud caused by Agent’s, Lenders’ or Issuing Bank’s gross negligence or willful misconduct.

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(g)            Borrower agrees that any action taken by Agent, any Lender or Issuing Bank, if taken in good faith and without gross negligence or willful misconduct, under or in connection with any Letter of Credit, shall be binding on Borrower and shall not create any resulting liability to Agent, such Lender or Issuing Bank.  In furtherance thereof, Agent and Issuing Bank shall have the full right and authority to clear and resolve anyquestions of non-compliance of documents; to give any instructions as to acceptance or rejection of any documents or goods; to execute for Borrower’s account any and all applications for steamship or airway guarantees, indemnities or delivery orders; to grant any extensions of the maturity of time of payment for, or time of presentation of, any drafts, acceptances, or documents; and to agree to any amendments, renewals, extensions, modifications, changes or cancellations of any of the terms or conditions of any of the applications or Letters of Credit.  All of the foregoing actions may be taken in Agent’s or Issuing Bank’s sole name, and Issuing Bank shall be entitled to comply with and honor any and all such documents or instruments executed by or received solely from Agent or Issuing Bank, all without any notice to or any consent from Borrower.  None of the foregoing actions described in this subsection (g) may be taken by Borrower without Agent’s express written consent nor shall Agent or Issuing Bank be liable in any way with respect thereto .

(h)            Immediately upon the issuance of any Letter of Credit, Issuing Bank is deemed to have granted to each Lender, and each Lender is deemed to have acquired from Issuing Bank, an undivided participating interest (without recourse to or warranty by Issuing Bank), in accordance with each such Lender’s respective Pro Rata Line Percentage of the Working Capital Line, in all of Issuing Bank’s rights and liabilities with respect to such Letter of Credit.  Each Lender shall be directly and unconditionally obligated without deduction or setoff of any kind, to Issuing Bank, according to such Lender’s Pro Rata Line Percentage to reimburse Issuing Bank for draws honored or paid by Issuing Bank at any time (including, without limitation, following commencement of any bankruptcy, reorganization, receivership or dissolution proceeding with respect to Borrower) under any such Letter of Credit.

2.5            [Intentionally Deleted.]

2.6            Loans Generally .

(a)            For purposes hereof, “Loan” shall mean any advance under the Working Capital Line or the Cap Ex Line and shall include any extension or conversion of an existing Loan (or portion thereof); “Eurodollar Loan” shall mean any Loan (or portion thereof) bearing interest at a rate determined by reference to LIBOR as defined herein; “Base Rate Loan” shall mean any Loan (or portion thereof) bearing interest at a rate of interest determined by reference to the Prime Rate as defined herein; and “Fixed Rate Loan” shall mean any Loan bearing interest determined by reference to a Fixed Rate as defined below.

(b)            Subject to the provisions of Section 3.10 and 3.11 below, each (i) Loan under the Working Capital Line may be a Eurodollar Loan or a Base Rate Loan, as Borrower may request pursuant to the terms hereof; and (ii) Loan under the Cap Ex Line may be a Eurodollar Loan, a Base Rate Loan or a Fixed Rate Loan, as Borrower may request pursuant to the terms hereof.  Eurodollar Loans having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Loans.  During the Non-Seasonal Period, Borrower may not have more than six (6) separate Eurodollar Loans outstanding at any one time under the Working Capital Line. During the Seasonal Period, Borrower may not have more than ten (10) separate Eurodollar Loans outstanding at any one time under the Working Capital Line.  Eurodollar Loans under the Working

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Capital Line shall be made in minimum principal amounts of at least Three Million Dollars ($3,000,000.00) and in increments of Two Hundred Fifty Thousand Dollars ($250,000.00).There are no restrictions on the number or amount of Eurodollar Loans under the Cap Ex Line.

(c)            Borrower shall give Agent written notice (which may be by telecopy) (i) in the case of a Eurodollar Loan under the Working Capital Line and any Loan under the Cap Ex Line, not later than 10:00 a.m., Eastern Standard time, two (2) Business Days before a proposed borrowing and (ii) in the case of a Base Rate Loan under the Working Capital Line, not later than 10:00 a.m., Eastern time, on the day of the proposed borrowing.  Such notice shall be irrevocable and shall in each case refer to this Agreement and specify (A) whether the Loan then being requested is to be a Eurodollar Loan or Base Rate Loan; (B) the date of such borrowing (which shall be a Business Day) and the amount thereof; (C) if such Loan is to be a Eurodollar Loan, the Interest Period with respect thereto, provided, however, that Borrower shall not specify any Interest Period which expires after the end of the Working Capital Line Contract Period or the Cap Ex Line Contract Period, as applicable.  If no election as to the type of Loan is specified in any such notice, then the requested Loan shall be a Base Rate Loan.  If no Interest Period with respect to any Eurodollar Loan is specified in any such notice, then Borrower shall be deemed to have selected an Interest Period of one month’s duration.  In addition to the foregoing, each request for an advance under the Cap Ex Line shall include the applicable invoice and such other information as Agent shall reasonably require in connection with the equipment being purchased with the proceeds of such advance.

(d)            Borrower may request that Cap Ex Line Lenders quote a fixed rate of interest (a “Fixed Rate” ) in respect of any advance under the Cap Ex Line.  If Borrower elects a Fixed Rate, such Fixed Rate shall remain in effect from the effective date thereof through the term of the applicable advance under the Cap Ex Line.

(e)            Required Lenders may, in their sole discretion, make or permit Loans or the Issuing Bank may issue or permit the issuance of Letters of Credit in excess of the Maximum Non-Seasonal Working Capital Line Amount, the Maximum Seasonal Working Capital Line Amount, or any other applicable formulas or sublimits.  The Cap Ex Lenders may, in their sole discretion, make or permit Loans in excess of the Maximum Cap Ex Line Amount or any other applicable formulas or sublimits.  If Lenders or Issuing Bank, as applicable, make or permit any such accommodations, all or any portion of such excess(es) shall be immediately due and payable upon Agent’s demand.  Should any such excess occur without Lenders’ prior written consent, such excess shall be due and payable immediately and without demand by Agent.

(f)             Borrower may prepay (i) Loans which are Base Rate Loans on any Business Day and (ii) subject to the provisions of Section 3.12 hereof, upon three (3) Business Days’ written notice to Agent, Loans which are Eurodollar Loans on a day other than the last day of the applicable Interest Period and Loans which are Fixed Rate Loans on a day other than the last day of the applicable term thereof.  Notwithstanding the foregoing, all Hedging Agreements (including without limitation, swap agreements, as defined in 11 U.S.C. § 101, as in effect from time to time), if any, between Borrower and any Lender or its affiliates are independent agreements governed by the written provisions of said Hedging Agreements, which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms of this Agreement or any other Loan Document, except as otherwise expressly provided in said written Hedging Agreement.

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(g)            Borrower’s obligation to repay sums advanced under the Working Capital Line shall be evidenced by Borrower’s promissory note to each Lender in the face amount of such Lender’s Pro Rata Line Share (collectively, the “Working Capital Line Notes” ), which shall be in the form of Schedule 2.6(g-1) attached hereto.  Borrower’s obligations to repay sums advanced under the Cap Ex Line shall be evidenced by Borrower’s promissory note to each Cap Ex Line Lender in the face amount of such Cap Ex Line Lender’s Pro Rata Cap Ex Share, together with allonges thereto delivered by Borrower to Lenders on the date of and as a condition to the applicable advance under the Cap Ex Line, each allonge being in the amount of such Cap Ex Line Lender’s Pro Rata Cap Ex Percentage of the applicable advance, which notes and allonges shall each be in the forms of Schedule 2.6(g-2) attached hereto (such notes, together with each allonge thereto, collectively “Cap Ex Notes” ).  The Working Capital Line Notes, and the Cap Ex Notes may be referred to collectively as the “Notes” .

(h)            Each Lender’s agreement to extend any Loans (including without limitation advances pursuant to Section 11.1 hereof) or Issuing Bank’s obligation to issue any Letters of Credit after the date hereof is expressly subject to (i) the satisfaction of each of the Closing Conditions described on Schedule B ; (ii) all representations and warranties of Borrower contained in the Loan Documents being true and complete as of the date of the making of such Loan or the issuance of such Letter of Credit; and (iii) no Event of Default, nor any event or condition which with the passage of time or delivery of notice or otherwise would constitute any such Event of Default, existing.

(i)             Excess collected balances in the Borrower’s operating checking account maintained with Agent ( “Excess Funds” ) shall be automatically swept on a daily basis to pay down Base Rate Loan balances outstanding under the Working Capital Line or, if no Base Rate Loan balances are outstanding under the Working Capital Line, Excess Funds shall be automatically swept to a daily repurchase agreement account of Borrower maintained with Agent.  If collected balances in the Borrower’s operating checking account are negative for any given day, funds shall be automatically advanced under the Working Capital Line (to the extent of availability thereunder) to balance the Borrower’s operating checking account.  Borrowings under this automatic sweep feature shall be Base Rate Loans.  Nothing in this Section 2.6(i)  shall limit Borrower’s obligations in respect of overdrafts or require Lenders to make any advances if an Event of Default shall have occurred.

SECTION 3.          INTEREST; PAYMENTS AND FEES

3.1            Interest Calculation and Payments .

(a)            Interest accruing on Base Rate Loans and Fixed Rate Loans shall be payable by Borrower on the first day of each month, calculated upon the closing daily balances in the loan account of Borrower for each day during the immediately preceding month.  Interest on Base Rate Loans shall accrue at the Adjusted Base Rate then in effect.  The Adjusted Base Rate shall increase or decrease in an amount equal to each increase or decrease, respectively, in the Prime Rate, effective as of the date of each such change.  Interest on Eurodollar Loans shall be payable by Borrower on the last day of each Interest Period, and, if the Interest Period exceeds three months, also on the last day of the three month period commencing on the first day of the applicable Interest Period; all calculated upon the outstanding principal amount of such Eurodollar Loan during the immediately preceding period at the Adjusted LIBOR Rate then in effect.  On and after any Event of Default or termination or non-renewal of the credit facilities under this Agreement, interest on all unpaid Obligations shall accrue at a rate equal to two and one-half percent (2.5%) per annum in excess of Prime Rate (the “Default Rate” ) until such time as all Obligations are indefeasibly paid in full

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(notwithstanding entry of any judgment against Borrower or the exercise of any other right or remedy by Agent or any Lender), and all such interest shall be payable on demand.  In no event shall charges constituting interest exceed the rate permitted under any applicable law or regulation, and if any provision of this Agreement is in contravention of any such law or regulation, such provision shall be deemed amended to conform thereto.

(b)            The “Prime Rate” is the rate of interest publicly announced by Agent, its successors and assigns, in Souderton, Pennsylvania, as its “prime rate” with each change in such prime rate being effective on the date of such change (the Prime Rate is not intended to be the lowest rate of interest charged by Agent to its borrowers).  The “Adjusted Base Rate” is the rate of interest equal to the sum of the Prime Rate then in effect, plus the Applicable Percentage for Loans which are Base Rate Loans as set forth in Section 10.4(a) .

(c)            “LIBOR” is, with respect to any Eurodollar Loan for the Interest Period applicable thereto, the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) - British Bankers Association Interest Settlement Rates, as the London interbank offered rate for deposits in U.S. dollars at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, (i) if more than one rate is specified on Telerate Page 3750 (or any successor page), the applicable rate shall be the arithmetic mean of all such rates (ii) if such rate is not reported, then the applicable rate shall be as determined by the Agent from another recognized source or interbank quotation, and provided, further, LIBOR shall be increased by any then applicable or subsequently imposed Eurocurrency liability reserve requirement imposed by the Board of Governors of the Federal Reserve.  The “Adjusted LIBOR Rate” is the rate of interest equal to the sum of LIBOR then in effect, plus the Applicable Percentage for Eurodollar Loans set forth in Section 10.4(a) .

(d)            “Interest Period” is, as to any Eurodollar Loan, the period commencing on the date of the borrowing (including extensions and conversions thereof) and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is one (1), two (2), three (3) or six (6) months thereafter, as Borrower may elect; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and provided, further, that no Interest Period shall extend beyond the end of the Working Capital Line Contract Period or Cap Ex Line Contract Period, as applicable, then in effect.  Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

3.2            Principal Payments .

(a)            The outstanding principal balance under the Working Capital Line, together with all accrued and unpaid interest thereon and all other sums due in connection therewith shall be due and payable, in full, on the last day of the Working Capital Line Contract Period.

(b)            The outstanding principal balance of each advance under the Cap Ex Line shall be repaid in sixty (60) equal and consecutive monthly installments, each in an amount equal to the original principal amount of such advance divided by sixty (60), with the first such payment due

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on the first day of the first calendar month after the date of such advance and subsequent payments due on the first day of each calendar month thereafter.

(c)            Notwithstanding anything in this Agreement or any of the other Loan Documents to the contrary, in the event the Working Capital Line is terminated as the result of an Event of Default, expiration (without renewal) of the Working Capital Line Contract Period, or otherwise, the outstanding principal balance of the Working Capital Line and the Cap Ex Line, together with all accrued and unpaid interest thereon, all other sums due in connection therewith, and all other sums due hereunder shall be immediately due and payable in full.

3.3            Cap Ex Line Fee .   As a condition to and contemporaneously with each advance under the Cap Ex Line, Borrower shall pay to Agent, for the benefit of Cap Ex Line Lenders, a fee in an amount equal to one-half of one percent (.50%) of the amount of each such advance.

3.4            Closing Fees .   On the date of closing hereunder, Borrower shall pay to Agent, for the benefit of Lenders on a pro rata basis, a fee in the amount of Thirty-Seven Thousand Five Hundred Dollars ($37,500.00).

3.5            Unused Line Fee .   Borrower shall pay Agent, for the benefit of the Lenders, quarterly in arrears, within five (5) days of Borrower’s receipt of an invoice for such fee from Agent, an Unused Line Fee for each calendar quarter during the Working Capital Contract Period at the rate per annum set forth in Section 10.4(b) , calculated on a daily basis upon the amount, if any, by which (a) the Maximum Non-Seasonal Working Capital Line Amount or the Maximum Seasonal Working Capital Line Amount (as applicable for each day during such quarter) exceeds (b) the sum of the average outstanding daily principal balance during the preceding calendar quarter of all Revolving Loans and any Letters of Credit under Working Capital Line of the Working Capital Line.

3.6            Termination of Loans and Termination Fee .   Subject to the provisions of Section 3.12 below, Borrower may terminate the Working Capital Line or the Cap Ex Line and prepay any Loans upon not less than thirty (30) days’ written notice to Agent.  Once a notice of intention to terminate and/or prepay is delivered, such notice shall be irrevocable.  In the event Agent exercises its right to accelerate payments under the Loans following an Event of Default, any tender of payment of the amount necessary to repay all or part of the Eurodollar Loans or the Fixed Rate Loans made thereafter at any time by Borrower, its successors or assigns or by anyone on behalf of Borrower and any receipt by Agent of proceeds of Collateral in payment of the Loans shall be deemed to be a voluntary prepayment and, in connection therewith, Agent shall be entitled to receive the premium required to be paid under Section 3.12 below.

3.7            Charges to Loan Account .   At Agent’s option, all payments of principal, interest, fees, costs, expenses and other charges provided for in this Agreement or in any other agreement now or hereafter existing between Agent or any Lender, and Borrower, may be charged on the date when due, as Loans under the Working Capital Line.  Interest, fees for Letters of Credit, the Unused Line Fee, any Cap Ex Line fee and any other amounts payable by Borrower to Agent based on a per annum rate shall be calculated on the basis of actual days elapsed over a 360-day year.

3.8            Taxes and Additional Costs .

(a)            “Taxes; “Netting Up . ”   All payments under this Agreement, under the Notes (including, without limitation, payments of principal and interest) and under any other instruments,

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agreements or documents relating hereto or thereto shall be payable to Agent free and clear of any and all future taxes, levies, imposts, duties, deductions, withholdings, fees and similar charges (the “Taxes” ).  If any Taxes are required to be withheld or deducted from any amount payable under this Agreement, the Notes or such other instruments, agreements or documents, the amount payable under the Agreement, the Notes or such other instruments, agreements or documents will be increased to the amount which, after deduction from such increased amount of all Taxes required to be withheld or deducted therefrom, will yield to Agent the amount stated to be payable under this Agreement, the Notes or such other instruments, agreements or documents.  Borrower will execute and deliver to Agent at its request such further instruments as may be necessary to give full force and effect to any such increase.  If any of the Taxes specified in this Section are paid by Agent or Lenders, Borrower will, upon demand of Agent, immediately reimburse Agent or the applicable Lender for such payments, whether or not such Taxes are correctly or properly asserted.  Nothing contained herein shall apply to taxes measured by the overall net income of Agent or Lenders.  If either party hereto shall receive actual notice that any payment must be adjusted pursuant to this subsection, it shall give written notice to the other party with reasonable promptness.

(b)            Additional Costs .  In the event that any applicable law or regulation, or the interpretation thereof by any governmental authority charged with the administration thereof, hereafter subjects Agent or any Lender to any tax of any kind whatsoever, whether foreign or domestic, with respect to this Agreement, the Notes or any other instruments, agreements or documents relating hereto or thereto, or imposes, modifies or deems applicable any reserve requirement against assets held by or deposits in or for the account of, or loans by, Agent or any Lender or imposes on Agent, or any Lender directly or indirectly, any other charges or conditions affecting this Agreement, the Notes or any other instruments, agreements or documents relating hereto or thereto, or in the event Agent or any Lender is subject to any change in its capital adequacy requirements with respect to loans such as the Loans or other extensions of credit such as the Letters of Credit, and the result of any of the foregoing is to materially increase the cost to Agent or any Lender of maintaining the Working Capital Line or the Cap Ex Line, then Borrower will pay to Agent the additional amount or amounts specified in writing to Borrower by Agent to be necessary to compensate Agent or Lenders for such additional cost.

(c)            Repayment of Tax .  If any withholding tax paid by Borrower pursuant to this section shall be reimbursed to Agent or Lenders by any taxing authority, Agent or the applicable Lender shall repay such amount with reasonable promptness to Borrower.

3.9            Evidence of Amounts Outstanding, Etc.   Agent shall enter in its internal records the date and amount of each Loan and Letter of Credit made or issued by Agent, any Lender or Issuing Bank to Borrower hereunder, and the date and amount of each repayment of principal and interest.  Entries made in such internal records reflecting said information as to the Loans and Letters of Credit shall, absent manifest error, constitute prima facie evidence of the transactions represented by such entries; provided, however, that the failure by Agent to make an entry in such records shall not limit or otherwise affect the obligation of Borrower hereunder to repay the Obligations, including, without limitation, the principal amount thereof and interest accrued thereon.

3.10          Eurodollar Deposits Unavailable or Interest Rate Unascertainable .   In the event that, prior to any Interest Period of a Eurodollar Loan, Agent shall have determined (which determination shall be conclusive and binding on the parties hereto) that deposits of the necessary amount for the relevant Interest Period are not available to Lenders in the interbank Eurodollar market or that, by reason of circumstances affecting such market, adequate and reasonable means do

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not exist for ascertaining LIBOR applicable to such Interest Period, Agent shall promptly give notice of such determination to Borrower, and Lenders shall not be obligated to make, or extend, a Eurodollar Loan to Borrower.  In such event, other than as specified below, all Loans shall be made as, or converted to, Base Rate Loans.  Notwithstanding the foregoing, if any portion of a Loan is subject to a swap agreement (as defined in 11 U.S.C. § 101) with any Lender or any affiliate of any Lender pursuant to which the Borrower is to make its payments based on a fixed rate and such Lender (or such affiliate of such Lender) is to make its payments based on a rate determined by reference to LIBOR, as applicable, then that portion of the Loan shall be made as, or converted to, a rate equal to the sum of (i) the fallback floating rate payable by such Lender that is in effect under the applicable swap agreement for that day (without regard to any interest rate spread added thereto under the terms of such swap agreement) plus (ii) the Applicable Percentage for Eurodollar Loans set forth in Section 10.4(a) , as applicable.

3.11          Changes in Law Rendering Eurodollar Loans Unlawful .   If at any time due to any new law, treaty or regulation, or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, or for any other reason arising subsequent to the date hereof, it shall become unlawful for Lenders to fund a Eurodollar Loan, the obligation of Lenders to provide a Eurodollar Loan shall, upon the happening of such event, forthwith be suspended for the duration of such illegality.  In the event of such a change occurring, Agent shall notify Borrower thereof in writing stating the reasons therefor, and Borrower shall, on the earlier of (a) the last day of the then current Interest Period with respect to Eurodollar Loans or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, repay or prepay (as applicable) any outstanding Eurodollar Loan to Agent in full or convert such Eurodollar Loan to a Base Rate Loan.

3.12          Funding Indemnity; Prepayment Fee .

(a)            Borrower promises to indemnify Agent and Lenders and to hold Agent and Lenders harmless from any loss or expense which Agent or any Lender may sustain or incur (other than through Agent’s or Lenders’ gross negligence or willful misconduct) as a consequence of (i) default by Borrower in making a borrowing of, conversion into or extension of Eurodollar Loans after Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (ii) default by Borrower in making any prepayment of a Eurodollar Loan after Borrower has given a notice thereof in accordance with the provisions of this Agreement, and (iii) the making of a prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto.  With respect to Eurodollar Loans, such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or extended, for the period from the date of such prepayment or of such failure to borrow, convert or extend to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or extend, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Loans provided for herein over (ii) the amount of interest (as reasonably determined by Agent) which would have accrued to Lenders on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market.  This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(b)            Upon the making of any prepayment of all or any portion of any Fixed Rate Loan, Borrower shall pay to Agent, for the benefit of Cap Ex Line Lenders, together with any such prepayment, the positive amount, if any, equal to the difference between (i) the total interest

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payments Cap Ex Line Lenders would have received pursuant to the terms and conditions hereof on such prepaid amount if such prepayment had not occurred, minus (ii) the amount Cap Ex Line Lenders could receive on the applicable Alternative Investment.

As used herein, the following terms shall have the following meanings:

“Alternative Investment” shall mean, for each prepayment of all or any portion of a Fixed Rate Loan, a hypothetical investment of the principal amount being prepaid, bearing interest at a rate per annum which is equal to the Treasury Rate, with a term equal to the period commencing on the date of such prepayment and ending on the date the Fixed Rate Loan in respect of which such prepayment was made would have matured pursuant to the terms and conditions of this Agreement (without giving effect to any acceleration resulting from an Event of Default).

“Treasury Rate” shall mean the average coupon-equivalent yield that Lenders could obtain by purchasing United States Treasury securities on or about the date of the applicable principal prepayment, in an amount approximately equal to the principal amount being prepaid, and maturing on or about the date on which the Fixed Rate Loan in respect of which such prepayment was made would have would have matured pursuant to the terms and conditions of this Agreement (without giving effect to any acceleration resulting from an Event of Default).  Agent shall use standard yield interpretation methods if no such securities mature on or about such date.

3.13          Extensions and Conversions .   Subject to the terms and conditions contained herein, Borrower shall have the option, on any Business Day, to extend existing Eurodollar Loans into a subsequent permissible Interest Period, to convert Base Rate Loans into Eurodollar Loans, or to convert Eurodollar Loans into Base Rate Loans; provided, however, that (a) except as provided in Section 3.10 or 3.11 , Eurodollar Loans may be converted into Base Loans only on the last day of the Interest Period applicable thereto, (b) Eurodollar Loans may be extended, and Base Loans may be converted into Eurodollar Loans, only if no Event of Default or any event which constitutes or would, with the giving of notice or lapse of time or both, constitute an Event of Default, is in existence on the date of extension or conversion, and (c) Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of “Interest Period” and shall be in such minimum amounts as provided in Section 2.6 .  Each such extension or conversion shall be effected by Borrower by giving a written notice (or telephone notice promptly confirmed in writing) to Agent prior to 10:00 a.m., Eastern time, on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on the second Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan, into a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Loans to be so extended or converted, the types of Loans into which such Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto.  Each request for extension or conversion shall constitute a representation and warranty by Borrower of the matters specified in Section 6 hereof.  In the event Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period applicable thereto.

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SECTION 4.          GRANT OF SECURITY INTEREST

4.1            Grant of Security Interest .   To secure the payment and performance in full of all Obligations, Borrower grants to Agent, for the benefit of Lenders, as provided for herein, a continuing security interest in and lien upon and a right of setoff against, and Borrower hereby assigns and pledges to Agent, for the benefit of Lenders, as provided for herein, all of the Collateral, including any Collateral not deemed eligible for lending purposes.

4.2            Obligations .  “Obligations” shall mean any and all Loans, reimbursement and other payment obligations under or in connection with the Letters of Credit and all other indebtedness, liabilities and obligations of every kind, nature and description owing by Borrower to Agent any Lender or Issuing Bank and/or any of their affiliates, including principal, interest, charges, fees, expenses, and other L/C Obligations, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under this Agreement or otherwise whether now existing or hereafter arising, whether arising before, during or after the Working Capital Line Contract Period, the Cap Ex Line Contract Period or after the commencement of any case with respect to Borrower under the United States Bankruptcy Code or any similar statute, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, contractual, tortious, original, renewed or extended and whether arising directly or howsoever acquired by Agent, any Lender or Issuing Bank including from any other entity outright, conditionally or as collateral security, by assignment, merger with any other entity, participations or interests of Agent, any Lender or Issuing Bank in the obligations of Borrower to others, assumption, operation of law, subrogation or otherwise and shall also include any existing and future obligations under or in connection with any Hedging Agreements with Agent, any Lender or Issuing Bank, any affiliate of Agent, any Lender or Issuing Bank or any financial institution participating with Agent any Lender or Issuing Bank in respect of this Agreement, and all amounts chargeable to Borrower under this Agreement or in connection with any of the foregoing.  Notwithstanding anything in this Section 4.2 to the contrary, an Obligation of Borrower which was acquired by Agent, any Lender or Issuing Bank or an affiliate of Agent, any Lender or Issuing Bank from a third party and which was unsecured at the time of such acquisition shall not be secured by the Collateral unless otherwise expressly agreed to by Borrower.

4.3            Collateral .   “Collateral” shall mean all now owned or hereafter acquired personal property of Borrower described in this Section 4.3 , together with the items described in Section 4.4 and any other property hereafter pledged as security for any of the Obligations.

(a)            All now owned and hereafter acquired right, title and interest of Borrower in, to and in respect of all: accounts (including health care insurance receivables), interest in goods represented by accounts, returned, reclaimed or repossessed goods with respect thereto and rights as an unpaid vendor; contract rights; chattel paper; general intangibles (including, but not limited to payment intangibles, tax and duty refunds, registered and unregistered patents, trademarks, service marks, copyrights, trade names, applications for the foregoing, trade secrets, goodwill, processes, drawings, blueprints, customer lists, licenses, whether as licensor or licensee, choses in action and other claims, existing and future leasehold interests in equipment and fixtures and goodwill); stock and other ownership interests in subsidiaries and other entities; documents (including bills of lading, warehouse receipts and other documents of title); instruments; investment property and financial assets of every kind; insurance policies (including, without limitation, the cash surrender value of all life insurance policies); letters of credit, bankers’ acceptances, guaranties and letter of credit rights, and all supporting obligations and rights to receive payment thereunder; cash monies, deposits,

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securities, bank accounts, deposit accounts, reserves and credits; all property now or hereafter held in any capacity by Agent or Lenders, any of their affiliates or any entity which, at any time, participates in Agent’s or any Lender’s financing of Borrower or at any other depository or other institution; agreements or property securing or relating to any of the items referred to above; all commercial tort claims of Borrower based on or arising in connection with any of the matters described on Schedule 4.3(a) , and all judgments, orders and awards issued in connection therewith;

(b)            All now owned and hereafter acquired right, title and interest of Borrower in, to and in respect of all goods of Borrower including, without limitation, all (i) inventory, wherever located, whether now owned or hereafter acquired, of whatever kind, nature or description, including, without limitation, all raw materials, work-in-process, finished goods, and materials to be used or consumed in Borrower’s business; all returned or repossessed goods and all names or marks affixed to or to be affixed thereto for purposes of selling same by the seller, manufacturer, lessor or licensor thereof and (ii) equipment and fixtures wherever located, whether now owned or hereafter acquired, including, without limitation, all machinery, motor vehicles, and furniture and any and all additions, substitutions, replacements (including spare parts) and accessions thereof and thereto;

(c)            Without in any way limiting the generality of any of the foregoing, all now owned or hereafter acquired right, title and interest of Borrower in, to and in respect of all (i) margin deposits and accounts maintained by Borrower with any party (including, without limitation, all Approved Margin Deposits); (ii) Futures Contracts; (iii) delivery contracts with Borrower’s customers; and (iv) Borrower’s customer list;

(d)            All now owned and hereafter acquired right, title and interests of Borrower in, to and in respect of any personal property in or upon which Agent or any Lender has or may hereafter have a security interest, lien or right of setoff;

(e)            All present and future books and records relating to any of the above including, without limitation, all computer programs, printed output and computer readable data in the possession or control of Borrower, any computer service bureau or other third party; and

(f)             All products and proceeds of the foregoing in whatever form and wherever located, including, without limitation, all insurance proceeds and all claims against third parties for loss or destruction of or damage to any of the foregoing.

Without in any way limiting the generality of the foregoing, (a) in no event will any existing or future Hedging Agreements with Agent or any Lender, any affiliate of Agent or any Lender or any participant with Agent or any Lender in respect of this Agreement be deemed Collateral; and (b) notwithstanding the foregoing grant of a security interest, (i) no account, instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person or (ii) any lease in which the lessee is a Sanctioned Person shall be Collateral.

Lender may reject or refuse to accept any Collateral for credit toward payment of the Obligations that is an account, instrument, chattel paper, lease, or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person.

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SECTION 5.          COLLECTION AND ADMINISTRATION

5.1            Collections .   At Agent’s request after the occurrence of an Event of Default, Borrower shall, at Borrower’s expense and in the manner requested by Agent from time to time, direct that remittances and all other proceeds of accounts and other Collateral shall be sent to a lock box designated by and maintained with Agent, and deposited into a bank account now or hereafter selected by Agent and maintained in the name of Agent under arrangements with the depository bank under which all funds deposited to such bank account are required to be transferred solely to Agent.  Borrower shall bear all risk of loss of any funds deposited into such account.  In connection therewith, Borrower shall execute such lock box and bank account agreements as Agent shall specify.  Any collections or other proceeds received by Borrower at any time shall be held in trust for Agent and Lenders and immediately remitted to Agent in kind.

5.2            Payments .   All Obligations shall be payable by 2:00 p.m., Eastern Standard time, on the date such Obligations are due, at Agent’s office set forth in Section 10.3(a)  below or at such other place as Agent may expressly designate from time to time for purposes of this Section.  Agent shall apply all proceeds of accounts or other Collateral received by Agent and all other payments in respect of the Obligations to the Loans in whatever order or manner Required Lenders shall determine.

5.3            Loan Account Statements .   Agent shall render to Borrower monthly a loan account statement.  Each such statement shall be considered correct and binding upon Borrower, except to the extent that Agent receives, within sixty (60) days after the mailing of such statement, written notice from Borrower of any specific exceptions by Borrower to that statement.

5.4            Direct Collection .   Agent may, at any time, without notice to or assent of Borrower, (a) after the occurrence of an Event of Default, notify any account debtor that the accounts and other Collateral which includes a monetary obligation have been assigned to Agent by Borrower and that payment thereof is to be made to the order of and directly to Agent, (b) send, or cause to be sent by its designee, requests (which may identify the sender by a pseudonym) for verification of accounts and other Collateral directly to any account debtor or any other obligor or any bailee with respect thereto, and (c) after the occurrence of an Event of Default, demand, collect or enforce payment of any accounts or such other Collateral, but without any duty to do so, and Agent shall not be liable for any failure to collect or enforce payment thereof.  After the occurrence of an Event of Default, at Agent’s request, all invoices and statements sent to any account debtor, other obligor or bailee, shall state that the accounts and such other Collateral have been assigned to Agent, for the benefit of Lenders as provided herein, and are payable directly and only to Agent.

5.5            Attorney-in-Fact .   Borrower hereby appoints Agent and any designee of Agent as Borrower’s attorney-in-fact and authorizes Agent or such designee, at Borrower’s sole expense, to exercise at any time in Agent’s or such designee’s discretion all or any of the following powers, which powers of attorney, being coupled with an interest, shall be irrevocable until all Obligations have been paid in full:  (a) after the occurrence of an Event of Default, receive, take, endorse, assign, deliver, accept and deposit, in the name of Agent for the benefit of the Lenders or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (b) after the occurrence of an Event of Default, transmit to account debtors, other obligors or any bailees notice of the interest of Agent for the benefit of Lenders and Lenders in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Agent or any designee of Agent, information

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concerning the Collateral and any amounts owing with respect thereto, (c) after the occurrence of an Event of Default, notify account debtors or other obligors to make payment directly to Agent for the benefit of Lenders, or notify bailees as to the disposition of Collateral, (d) after the occurrence of an Event of Default, take or bring, in the name of Agent or Borrower, all steps, actions, suits or proceedings deemed by Agent necessary or desirable to effect collection of or other realization upon the accounts and other Collateral, (e) after an Event of Default, change the address for delivery of mail to Borrower and receive and open mail addressed to Borrower, (f) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations, and (g) at all times execute in the name of Borrower and file against Borrower in favor of Agent for the benefit of Lenders financing statements or amendments with respect to the Collateral.

5.6            Liability .   Borrower hereby releases and exculpates Agent, Lenders and Issuing Bank, each of their, its officers, employees and designees, from any liability arising from any acts under this Agreement or in furtherance thereof, whether as attorney-in-fact or otherwise, whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for willful misconduct or gross negligence.  In no event will Agent, Lenders or Issuing Bank have any liability to Borrower for lost profits or other special or consequential damages.

5.7            Administration of Accounts .   From and after the occurrence of an Event of Default, Borrower shall not, without the prior written consent of Agent in each instance, (a) grant any extension of time of payment of any of the accounts or any other Collateral which includes a monetary obligation, (b) compromise or settle any of the accounts or any such other Collateral for less than the full amount thereof, (c) release in whole or in part any account debtor or other person liable for the payment of any of the accounts or any such other Collateral, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the accounts or any such other Collateral, other than customary items in the ordinary course of business.

5.8            Documents .   At such times as Agent may request after the occurrence of an Event of Default and in the manner specified by Agent, Borrower shall deliver to Agent or Agent’s representative, as Agent shall designate, or to any Lender copies or original invoices, agreements, proofs of rendition of services and delivery of goods and other documents evidencing or relating to the transactions which gave rise to accounts or other Collateral, together with customer statements, schedules describing the accounts or other Collateral and/or statements of account and confirmatory assignments to Agent of the accounts or other Collateral, in form and substance satisfactory to Agent and duly executed by Borrower.  Borrower’s granting of (a) material credits, discounts, allowances, deductions, return authorizations or the like, if no Event of Default should have occurred, and (b) any credits, discounts, allowances, deductions, return authorizations or the like, if an Event of Default shall have occurred, will be promptly reported to Agent in writing.  In no event shall any such schedule or confirmatory assignment (or the absence thereof or omission of any of the accounts or other Collateral therefrom) limit or in any way be construed as a waiver, limitation or modification of the security interests or rights of Agent and Lenders or the warranties, representations and covenants of Borrower under this Agreement.  To the extent permitted by law, any documents, schedules, invoices or other paper delivered to Agent or Lenders by Borrower may be destroyed or otherwise disposed of by Agent and Lenders six months after receipt by Agent or Lenders, unless Borrower requests their return in writing in advance and makes prior arrangements for their return at Borrower’s expense.

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5.9            Access .   From time to time after the occurrence of an Event of Default and otherwise as reasonably requested by Agent or any Lender, at the sole expense of Borrower, Agent or its designee or any Lender shall have access, prior to an Event of Default during reasonable business hours and on or after an Event of Default at any time, to all of the premises where Collateral is located for the purposes of conducting audits, inspecting the Collateral and all Borrower’s books and records, and Borrower shall permit Agent or its designee to make such copies of such books and records or extracts therefrom as Agent may request.  Without expense to Agent, Agent may use such of Borrower’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies and premises for the collection of accounts and realization on other Collateral as Agent, in its sole discretion, deems appropriate.  Borrower hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Agent and Lenders at Borrower’s expense all financial information, books and records, work papers, management reports and other information in their possession regarding Borrower.

5.10          Environmental Audits .   From time to time, as requested by Agent, at the sole expense of Borrower, after the occurrence of an Event of Default or if Agent has a good faith belief that Borrower has failed to comply with any applicable Environmental Requirements, Borrower shall provide Agent, or its designee, complete access to all of Borrower’s facilities for the purpose of conducting an environmental audit of such facilities as Agent or its designees may deem necessary.  Borrower agrees to cooperate with Agent with respect to any environmental audit conducted by Agent or its designee pursuant to this Section 5.10 .

SECTION 6.          ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS

Borrower hereby represents, warrants and covenants the following, the truth and accuracy of which (with such amendments to schedules hereto as appropriate), and compliance with which, shall be continuing conditions of the making of any Loans by Lenders or issuance by Issuing Bank of any Letters of Credit to Borrower:

6.1            Incorporation, Good Standing, and Due Qualification .   Borrower is a corporation duly incorporated, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its assets and transact the business in which it is now engaged or proposed to be engaged, and is duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which the failure to be so qualified could reasonably be expected to have a material adverse effect on the business, operations or financial condition of Borrower, on the Collateral or on the enforceability or availability of rights and remedies of Agent or Lenders hereunder.

6.2            Ownership; Power and Authority .

(a)            The ownership of all stock, debentures, options, warrants, bonds and other securities (debt and equity) of Borrower and all pledges, proxies, voting trusts, powers of attorney and other agreements affecting the ownership or voting rights of said interests is as set forth on Schedule 6.2 attached hereto.

(b)            The execution, delivery, and performance by Borrower of this Agreement have been duly authorized by all necessary corporate or other action and do not and will not (a) require any consent or approval of any stockholders; (b) contravene such corporation’s charter or bylaws; (c) violate any provision of any law, rule, regulation (including, without limitation,

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Regulations T, U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to Borrower; (d) result in a breach of or constitute a default under any indenture, loan, or credit agreement, or any other agreement, lease, or instrument to which Borrower is a party or by which Borrower or its properties may be bound or affected; (e) result in, or require, the creation or imposition of any lien upon or with respect to any of the properties now owned or hereafter acquired by Borrower; or (f) cause Borrower to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award or any such indenture, agreement, lease, or instrument.

6.3            Legally Enforceable Agreement .   This Agreement constitutes the legal, valid, and binding obligations of Borrower, and is enforceable in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditors’ rights generally.

6.4            Closing Financial Statements .   The financial statements of Borrower as of June 30, 2004, as of and for such fiscal period, copies of which have been furnished to Agent and Lenders, are complete and correct and fairly present the financial condition of Borrower and its subsidiaries as at such date and the results of the operations of Borrower and its subsidiaries for the period covered by such statements all in accordance with GAAP consistently applied, and since the date of these statements, there has been no material adverse change in the condition (financial or otherwise), business, properties, operations or prospects of Borrower or any of its subsidiaries, respectively.  There are no liabilities of Borrower or any of its subsidiaries, fixed or contingent, which are material but are not reflected in the financial statements or in the notes thereto, other than liabilities arising in the ordinary course of business since the date of these statements.  No written information, exhibit, or report furnished, or written  statement made, by Borrower or any of its subsidiaries to Agent or any Lender in connection with the negotiation of this Agreement contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the statements contained herein or therein not materially misleading.  No Event of Default or event which constitutes, or would, with the giving of notice or lapse of time or both, constitute an Event of Default has occurred and is continuing.

6.5            Labor Disputes and Acts of God .   Neither the business nor the properties of Borrower or any of its subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or other casualty (whether or not covered by insurance) materially and adversely affecting such business or properties or the operation of Borrower or any of its subsidiaries.

6.6            Other Agreements .  Neither Borrower nor any of its subsidiaries is a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument, or subject to any charter or corporate restriction which could have a material adverse effect on the condition (financial or otherwise), business, properties, operations or prospects of Borrower or any of its subsidiaries, or the ability of Borrower to perform its obligations under this Agreement.  Neither Borrower nor any of its subsidiaries is in default in any respect of the performance, observance, or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument material to its business to which it is a party.

6.7            Litigation .   Except as described on Schedule 6.7 hereto, there is no pending or threatened action or proceeding against or affecting Borrower or any subsidiaries of Borrower before

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any court, governmental agency, or arbitrator, which may, in any one case or in the aggregate, materially and adversely affect the condition (financial or otherwise), business, properties, operations or prospects of Borrower or any of its subsidiaries or the ability of Borrower to perform its obligations under this Agreement.

6.8            No Defaults on Outstanding Judgments or Orders .   Borrower and its subsidiaries have satisfied all judgments and none of them is in default with respect to any judgment, writ, injunction, decree, rule, or regulation of any court, arbitrator, or federal, state, municipal, or other governmental authority, commission, board, bureau, agency, or instrumentality, domestic or foreign.

6.9            Margin Stock .   Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of the Loans will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

6.10          Financial and Other Reports .   Each of Borrower and its subsidiaries shall keep and maintain its books and records in accordance with generally accepted accounting principles ( “GAAP” ), consistently applied and maintained; provided that, interim financial statements delivered by Borrower to Agent in accordance with Section 6(b)  below shall be prepared in accordance with GAAP, except for the effects of Financial Accounting Standard No. 133.

(a)            Annually, Borrower shall deliver to Agent and Lenders (i) as soon as available, but in no event later than one hundred twenty (120) days after the end of Borrower’s fiscal year, audited consolidated financial statements of Borrower, including balance sheets, statements of operations and retained earnings and statements of cash flows for such year setting forth in comparative form the corresponding figures for the preceding year, accompanied by the report and unqualified opinion thereon of independent certified public accountants acceptable to Agent (the “Accountants” ), and (ii) no later than thirty (30) days prior to the beginning of each fiscal year, operating and capital expenditure budgets for the next fiscal year.  All of the foregoing shall be in such form, and shall be accompanied by such information with respect to the business of Borrower or its subsidiaries, as Agent may request from time to time.

(b)            Borrower shall, at its expense and within forty-five (45) days following the end of each fiscal quarter, deliver to Agent and Lenders internally prepared interim financial statements, including a balance sheet and income statement and statements of operations and of cash flows for such fiscal quarter, all in form acceptable to Agent and in each case setting forth (i) in comparative form figures for the corresponding calendar month and year-to-date period of the preceding fiscal year and (ii) year-to-date figures, in each case together with a Compliance Certificate in the form of Schedule 6.10(b)  hereto.

(c)            Borrower shall, at its expense and within thirty (30) days following the end of each calendar month, deliver to Agent and Lenders internally prepared interim financial statements, as generated by Borrower’s internal accounting system, for such calendar month.

(d)            During each Seasonal Period, Borrower shall, at its expense, on or before the thirtieth (30th) day of each month (or more frequently if required by Agent), deliver to Agent and Lenders, in form acceptable to Agent,  true and complete monthly agings of its accounts receivable and accounts payable.

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(e)            Borrower shall, on a monthly basis, promptly upon receipt thereof, deliver to Agent and Lenders a copy of the last page of the Calyon Futures report, a copy of the last page of the Citigroup report and a copy of the internal New York Mercantile Exchange (or any other exchange as may be applicable) position report, and such similar information as may be delivered to Borrower from time to time in connection with any other Derivatives Contract.

(f)             During each Seasonal Period, Borrower shall deliver to Agent and Lenders within ten (10) days after the end of each calendar month (or more frequently if required by Agent) a borrowing base certificate in substantially the form of Schedule C hereto duly completed and certified by Borrower’s chief financial officer or chief executive officer, detailing Borrower’s Eligible Receivables and Eligible Inventory.

(g)            Borrower shall furnish to Agent or any Lender any such other information respecting the condition or operations, financial or otherwise, of Borrower or any of Borrower’s subsidiaries as Agent or any Lender may from time to time reasonably request.

6.11          Trade Names .   Borrower or any of its subsidiaries may from time to time render invoices to account debtors under its trade names set forth in Section 10.3(d)  after Agent has received prior written notice from Borrower of the use of such trade names and as to which, Borrower agrees that: (a) each trade name does not refer to another corporation or other legal entity, (b) all accounts and proceeds thereof (including any returned merchandise) invoiced under any such trade names are owned exclusively by Borrower or one of its subsidiaries and are subject to the security interest of Agent, for the benefit of the Lenders, and the other terms of this Agreement, and (c) all schedules of accounts and confirmatory assignments including any sales made or services rendered using the trade name shall show Borrower’s or one of its subsidiaries’ name as assignor and Agent is authorized, after the occurrence of an Event of Default, to receive, endorse and deposit to any loan account of Borrower maintained by Agent all checks or other remittances made payable to any trade name of Borrower or any of its subsidiaries representing payment with respect to such sales or services.

6.12          Notices .   Borrower shall promptly notify Agent in writing of (a) any loss, damage, investigation, action, suit, proceeding or claim relating to a material portion of the Collateral or which may result in any material adverse change in Borrower’s or any of its subsidiaries’ business, assets, liabilities or condition, financial or otherwise; (b) the occurrence of any Default or Event of Default; (c) any action or proceeding brought against Borrower wherein such action or proceeding would, if determined adversely to Borrower result in liability of Borrower in excess of Five Hundred Thousand Dollars ($500,000.00) for any individual action or proceeding or One Million Dollars ($1,000,000.00) in the aggregate for any two (2) or more actions or proceedings; (d) the failure of Borrower to observe any of its undertakings under the Loan Documents; or (e) any material adverse change in the assets, business, operations or financial condition of Borrower.

6.13          Books and Records .   The books and records of Borrower and its subsidiaries concerning accounts and its chief executive office are and shall be maintained only at the address set forth in Section 10.3(b) .  The only other places of business and the only other locations of Collateral, if any, of the Borrower and its subsidiaries are and shall be the addresses set forth in Section 10.3 hereof, except Borrower or any of its subsidiaries may change such location or open a new place of business after thirty (30) days’ prior written notice from Borrower to Agent.  Prior to any change in location or opening of any new place of business, Borrower (or any of its subsidiaries, as applicable) shall execute and deliver or cause to be executed and delivered to Agent such financing statements,

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Landlord Waivers, financing documents and security and other agreements as Agent may reasonably require.

6.14          Title; Lien Restrictions .   Borrower and its subsidiaries (or such other persons, as applicable) have and at all times will continue to have good and marketable title to all of its and their respective properties, real and personal, including without limitation, the Collateral, free and clear of all liens, security interests, claims or encumbrances of any kind except in favor of Agent, for the benefit of Lenders as provided for herein, and except, if any, those set forth on Schedule 6.14 hereto (collectively, “Permitted Liens” ).  Neither Borrower nor any of its subsidiaries shall mortgage, assign, pledge, transfer or otherwise permit any lien or judgment (whether as a result of a purchase money or title retention transaction, or other security interest, or otherwise) to exist on any of their respective assets or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for Permitted Liens.  Nether Borrower nor any of its subsidiaries shall enter into any agreement which shall: (i) prohibit Borrower or any of its subsidiaries from granting,  creating or suffering to exist, or otherwise restricting in any way (whether by covenant, by identifying such event as a default under such agreement or otherwise) the ability of Borrower or any of its subsidiaries to grant, create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any of its assets in favor of Agent, for the benefit of Lenders as provided for herein; or (ii) restrict or inhibit Agent’s rights or ability to sell or otherwise dispose of any of the Collateral or any part thereof after the occurrence of an Event of Default.

6.15          No Corporate Changes .   Each of Borrower and its subsidiaries shall maintain its corporate existence and shall maintain in full force and effect all material licenses, bonds, franchises, leases, trademarks and qualifications to do business in the jurisdictions in which it is required to do so by the nature and extent of its activities in such jurisdictions.  Neither Borrower nor any of its subsidiaries shall directly or indirectly:  (a) except for a Permitted Transaction, consolidate with or merge with or into any other entity, or permit any other entity to consolidate with or merge with or into Borrower or any of its subsidiaries, (b) except for a Permitted Transaction, form or acquire any interest in any firm, corporation or other entity or (c) alter or modify any of Borrower’s or any of its subsidiaries’ articles or certificate of incorporation or any operating agreement, names, mailing addresses, principal places of business, structure, status or existence or enter into or engage in any business, operation or activity materially different from that presently being conducted by Borrower and its subsidiaries.  With respect to any Permitted Transaction, Borrower shall give Agent prior written notice of such Permitted Transaction, together with such documents and information in connection therewith as Agent shall reasonably require.

6.16          Insurance .   Borrower and its subsidiaries shall at all times maintain, with financially sound and reputable insurers, insurance (including, without limitation, at the option of Agent in its reasonable discretion, earthquake and flood insurance) with respect to the Collateral and other assets for the benefit of Agent and Lenders.  All such insurance policies shall be in such form, substance, amounts and coverage as may be satisfactory to Agent and shall provide for thirty (30) days’ prior written notice to Agent of cancellation or reduction of coverage.  Borrower hereby irrevocably appoints Agent and any designee of Agent as attorney-in-fact for Borrower and its subsidiaries to obtain at Borrower’s expense, any such insurance should Borrower or any of its subsidiaries fail to do so and, after an Event of Default, to adjust or settle any claim or other matter under or arising pursuant to such insurance or to amend or cancel such insurance.  Borrower shall deliver to Agent evidence of all such insurance and a lender’s loss payable endorsement in favor of the Agent, for the benefit of the Lenders, in form and substance satisfactory to Agent as to all existing and future insurance policies with respect to the Collateral.  Borrower shall, and shall cause its subsidiaries to,

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deliver to Agent, for the benefit of the Lenders, in kind, all instruments representing proceeds of insurance received by Borrower or any of its subsidiaries.  Agent may apply any insurance proceeds received at any time to the cost of repairs to or replacement of any portion of the Collateral and/or, at Agent’s option, to payment of or as security for any of the Obligations, whether or not due, in any order or manner as the Required Lenders determine.

Notwithstanding the foregoing, in the event that Borrower suffers a casualty loss in an amount not greater than One Million Dollars ($1,000,000.00) and desires to use the proceeds of such casualty loss insurance to repair or replace damaged equipment or inventory which was Collateral hereunder, Agent and Lenders will permit Borrower to utilize the proceeds of such insurance solely to purchase such replacement equipment and inventory or to repair such equipment, provided that no Default or Event of Default has occurred.

6.17          Compliance With Laws .   Each of Borrower and its subsidiaries is and at all times will continue to be in compliance in all material respects with the requirements of all laws, rules, regulations and orders of any governmental authority relating to its business (including laws, rules, regulations and orders relating to taxes, payment and withholding of payroll taxes, employer and employee contributions and similar items, securities, employee retirement and welfare benefits, employee health and safety, or environmental matters) and all material agreements or other instruments binding on Borrower or any of its subsidiaries or their respective property.  All of Borrower’s and its subsidiaries’ inventory shall be produced in accordance with the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto.  Each of Borrower and its subsidiaries has paid and discharged and shall pay and discharge all taxes, assessments and governmental charges against it or any Collateral prior to the date on which penalties are imposed or liens attach with respect thereto, unless the same are being contested in good faith and, at Agent’s option exercised in its reasonable discretion, reserves are established for the amount contested and penalties which may accrue thereon.

6.18          Equipment .   With respect to equipment of Borrower or any of its subsidiaries, Borrower (or such subsidiary, as applicable) shall keep the equipment in good order and repair, and in running and marketable condition, ordinary wear and tear excepted.

6.19          Affiliated and Other Transactions .   Except as provided in Section 6.25 below, without the prior written consent of Required Lenders, which consent shall not be unreasonably withheld, neither Borrower nor any of its subsidiaries will, directly or indirectly: (a) except in connection with a Permitted Loan, lend or advance money or property to, guarantee or assume indebtedness of, or invest (by capital contribution or otherwise) in any person, firm, corporation or other entity; (b) declare, pay or make any redemption of, or purchase, any shares of any class of stock of Borrower now or hereafter outstanding; (c) make any payment of the principal amount of or interest on any indebtedness owing to any officer, director, shareholder, or affiliate of Borrower, provided that Borrower’s subsidiaries may make any payment of the principal amount of or interest on any indebtedness owing to Borrower; or (d) enter into any sale, lease or other transaction with any officer, director, employee, shareholder or affiliate of Borrower or any of its subsidiaries on terms that are less favorable to Borrower or any of its subsidiaries than those which might be obtained at the time from persons who are not an officer, director, employee, shareholder or affiliate of Borrower.

6.20          Fees and Expenses .   Borrower shall pay, on Agent’s demand, all costs, expenses, filing fees and taxes payable in connection with the preparation, execution, delivery, recording,

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administration, collection, liquidation, enforcement and defense of the Obligations, Agent’s, Lenders’ and Issuing Bank’s rights in the Collateral, this Agreement and all other existing and future agreements or documents contemplated herein or related hereto, including any amendments, waivers, supplements or consents which may hereafter be made or entered into in respect hereof, or in any way involving claims or defense asserted by Agent, any Lender or Issuing Bank or claims or defense against Agent, any Lender or Issuing Bank asserted by Borrower, any of its subsidiaries or any third party directly or indirectly arising out of or related to the relationship between Borrower and Agent or any Lender, including, but not limited to the following, whether incurred before, during or after the expiration of the Working Capital Line Contract Period or after the commencement of any case with respect to Borrower or any of its subsidiaries or under the United States Bankruptcy Code or any similar statute:  (a) all costs and expenses of filing or recording (including Uniform Commercial Code financing statement filing taxes and fees, documentary taxes, intangibles taxes and mortgage recording taxes and fees, if applicable); (b) all title insurance and other insurance premiums, appraisal fees, fees incurred in connection with any environmental report, audit or survey and search fees; (c) all fees as then in effect relating to the wire transfer of loan proceeds and other funds and fees then in effect for returned checks and credit reports; (d) all expenses and costs heretofore and from time to time hereafter incurred by Agent, any Lender or Issuing Bank during the course of periodic field examinations of the Collateral and Borrower’s and its subsidiaries’ operations provided that prior to the occurrence of an Event of Default, such costs shall be in an amount equal to the Field Examination Fee set forth in Section 10.4(c) , plus such fees and disbursements incurred as a result of litigation between the parties hereto, any third party and in any appeals arising therefrom for Agent’s examiners in the field and office; (e) all costs, fees, penalties or other liabilities arising or incurred in connection with any litigation, claims, judgments or suits (including, without limitation, environmental liabilities); and (f) the costs, fees and disbursements of outside counsel to Agent and/or any Lenders.

6.21          Further Assurances .   At the request of Agent or any Lender, at any time and from time to time, at Borrower’s sole expense, Borrower (and such other persons, as applicable) shall execute and deliver or cause to be executed and delivered to Agent, such agreements, documents and instruments, including, without limitation, waivers, consents and subordination agreements from mortgagees or other holders of security interests or liens, landlords or bailees and stock certificates and other securities, instruments and chattel paper, endorsed as Agent may direct, with, as appropriate, stock or other powers executed in blank, and do or cause to be done such further acts as Agent, in its discretion, deems necessary or desirable to create, preserve, perfect or validate any security interest of Agent and Lenders or the priority thereof in the Collateral and otherwise to effectuate the provisions and purposes of this Agreement.  Borrower hereby authorizes Agent to file financing statements or amendments against Borrower or any of its subsidiaries in favor of Agent, for the benefit of the Lenders, with respect to the Collateral, without Borrower’s or any of its subsidiaries’ signatures and to file as financing statements any carbon, photographic or other reproductions of this Agreement or any financing statements signed by Borrower or any of its subsidiaries.  Borrower shall promptly notify Agent in writing of any trademarks, copyrights, patents, licenses or other intellectual property that it or any of its subsidiaries acquires following the date hereof.

6.22          Environmental Matters .

(a)            Except as described on Schedule 6.22(a)  hereto, (i) none of Borrower’s or any of its subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any Environmental Requirement as a hazardous waste or hazardous substance disposal

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site, or a candidate for closure pursuant to any Environmental Requirement; (ii) no lien arising under any Environmental Requirement has attached to any revenues or to any real or personal property owned by Borrower or any of its subsidiaries; (iii) neither Borrower nor any of its subsidiaries has received a summons, citation, notice, or directive from the Environmental Protection Agency or any other federal or state governmental agency relating to any action or omission by Borrower or any of its subsidiaries resulting in the releasing, or otherwise exposing of hazardous waste or hazardous substances into the environment; and (iv) each of Borrower and its subsidiaries is in compliance (in all material respects) with all Environmental Requirements.

(b)            In the event Borrower becomes aware of any past, present or future facts or circumstances which have given rise or could give rise to a claim against Borrower related to a failure to comply with any Environmental Requirements, Borrower will (i) promptly give Agent notice thereof, together with a written statement of the chief financial officer of Borrower setting forth the details thereof and the action with respect thereto taken or proposed to be taken by Borrower and (ii) deliver to Agent monthly reports (or more frequent reports if requested by Agent or any Lender) regarding the status of the situation in respect of which such notice was sent, which reports shall be in form and content satisfactory to Agent.

(c)            Borrower agrees to indemnify, defend and hold harmless Agent, Lenders, their parents, subsidiaries, successors and assigns, and any officer, director, shareholder, employee, affiliate or agent of Agent or any Lender, for all loss, liability, damage, cost and expenses, including without limitation, attorney’s fees and disbursements arising from or related to (i) the release of any Special Materials at any facility at any time owned, leased or operated by Borrower, (ii) the release of any Special Materials treated, stored, transported, handled, generated or disposed of by or on behalf of Borrower at any third party owned site, (iii) any claim against Borrower that it has failed to comply with any Environmental Requirement, and (iv) the breach by Borrower of any representation or covenant in this Section 6.22 .

(d)            The representations and covenants of Borrower contained in this Section 6.22 , including without limitation the indemnification obligation of Borrower, shall survive the occurrence of any event whatsoever, including the payment of the Obligations or any investigation by or knowledge of Agent or any Lender.

(e)            For purposes of the foregoing:

(i)             “Environmental Requirements” means any and all applicable federal, state or local laws, statutes, ordinances, regulations or standards, administrative or court orders or decrees, common law doctrines or private agreements, relating to (i) pollution or protection of the environment and natural resources, (ii) exposure of employees or other persons to Special Materials, (iii) protection of the public health and welfare from the effects of Special Materials and their products, by-products, wastes, emissions, discharges or releases, and (iv) regulation, licensing, approval or authorization of the manufacture, generation, use, formulation, packaging, labeling, transporting, distributing, handling, storing or disposing of any Special Materials.

(ii)            “Special Materials” means any and all materials which, under Environmental Requirements, require special handling in use, generation, collection, storage, treatment or disposal, or payment of costs associated with responding to the lawful directives of any court or agency of competent jurisdiction.  Special Materials shall include, without limitation:  (i) any flammable substance, explosive, radioactive material, hazardous material, hazardous waste, toxic

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substance, solid waste, pollutant, contaminant or any related material, raw material, substance, product or by-product of any substance specified in or regulated or otherwise affected by any Environmental Requirements (including but not limited to any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended or any similar state or local law), (ii) any toxic chemical or other substance from or related to industrial, commercial or institutional activities, and (iii) asbestos, gasoline, diesel fuel, motor oil, waste and used oil, heating oil and other petroleum products or compounds, polychlorinated biphenyls, radon, urea formaldehyde and lead-containing materials.

6.23          Restrictions on Additional Indebtedness .   Borrower shall not, nor shall it permit its subsidiaries to, incur or create any liability or indebtedness whether direct or indirect, absolute or contingent, by way of a guaranty or otherwise, including capitalized leases, other than: (i) under this Agreement, (ii) under any existing or future obligations under or in connection with any swap agreements (as defined in 11 U.S.C. § 101) with Agent, any Lender, any affiliate of Agent or any Lender or any participant with Agent in respect of this Agreement, (iii) indebtedness in an aggregate amount not to exceed at any time One Million Dollars ($1,000,000.00), (iv) indebtedness to Univest and/or WBNA incurred by Borrower solely in connection with Borrower’s project to construct a propane rail terminal on the grounds of its facilities located at Macungie, Pennsylvania in an original principal amount not to exceed Five Million Dollars ($5,000,000.00), (v) indebtedness set forth on Schedule 6.23 hereto and (vi) current accounts payable incurred in the ordinary course of Borrower’s business, accrued expenses and other current items arising out of transactions (other than borrowings) in the ordinary course of Borrower’s business  (collectively, “Permitted Indebtedness” ).

6.24          Issuance of Stock .  Borrower shall not, nor shall it permit its subsidiaries or shareholders to, issue, distribute, transfer or redeem any capital stock or other securities for consideration or otherwise, except, in the case of any such subsidiary, to Borrower.

6.25          Limitations .   Borrower shall not create, nor will it permit any of its subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such person to (a) pay dividends or make any other distribution on any of such person’s capital stock, (b) pay any indebtedness owed to Borrower, (c) make loans or advances to Borrower or (d) transfer any of its property to Borrower, except for encumbrances or restrictions existing under or by reason of (i) customary non-assignment provisions in any lease governing a leasehold interest, (ii) any agreement or other instrument of a person existing at the time it becomes a subsidiary of Borrower; provided, that such encumbrance or restriction was not entered into in contemplation of such person becoming a subsidiary of Borrower and (iii) this Agreement.

6.26          Restricted Payments .   Borrower will not make any payment to redeem, retire, purchase or obtain the surrender of any outstanding warrants, options or other rights to acquire any interest in Borrower or any payment to any affiliate of Borrower.  Borrower may make dividends or other distributions on account of its stock, provided that no Event of Default shall have occurred and be continuing and no such dividend or distribution would cause an Event of Default.

6.27          Tax Returns .   Borrower has filed all tax returns which they are required to file and have paid, or made provision for the payment of, all taxes which have or may have become due pursuant to such returns or pursuant to any assessment received by them, except such taxes (other than real estate taxes which must be paid regardless of challenge), if any, as are being contested in

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good faith and as to which adequate reserves have been provided.  Such tax returns are complete and accurate in all respects.  Borrower does not know of any proposed additional assessment or basis for any assessment of additional taxes.

6.28          Current Compliance .   Borrower is currently in compliance with all of the terms and conditions of the this Agreement and the Loan Documents.

6.29          Pension Plan Representations .   Except as disclosed on Schedule 6.29 hereto, (a) Borrower has no obligations with respect to any employee pension benefit plan ( “Plan” ) (as such term is defined in the Employee Retirement Income Security Act of 1974, as amended ( “ERISA” )), (b) no events, including, without limitation, any “Reportable Event” or “Prohibited Transaction” (as those terms are defined under ERISA), have occurred in connection with any Plan of Borrower which might constitute grounds for the termination of any such Plan by the Pension Benefit Guaranty Corporation ( “PBGC” ) or for the appointment by any United States District Court of a trustee to administer any such Plan, (c) all of the Borrower’s Plans meet with the minimum funding standards of Section 302 of ERISA, and (d) Borrower has no existing liability to the PBGC.  Borrower is not subject to or bound to make contributions to any “multi-employer plan” as such term is defined in Section 4001(a)(3) of ERISA.

6.30          Intellectual Property .   Borrower owns or possesses the irrevocable right to use all of the patents, trademarks, service marks, trade names, copyrights, licenses, franchises and permits and rights with respect to the foregoing necessary to own and operate the Borrower’s properties and to carry on their business as presently conducted and presently planned to be conducted without conflict with the rights of others.  Schedule 6.30 sets forth an accurate list and description of each such patent, trademark, service mark, trade name, copyright, license, franchise and permit and right with respect to the foregoing, together with all registration or application numbers or information with respect thereto.

6.31          Payment of Principal, Interest and Other Amounts Due .   Borrower will pay when due all Obligations and all other amounts payable by it hereunder and under the Loan Documents.

6.32          Disposition of Assets .   Borrower will not sell, lease, transfer, abandon or otherwise dispose of any portion of its property or assets, except for sales of inventory in the ordinary course for fair consideration and the sale of assets during any fiscal year having a fair market value not exceeding One Million Dollars ($1,000,000.00).

6.33          Taxes; Claims for Labor and Materials .   Borrower will pay or cause to be paid when due all taxes, assessments, governmental charges or levies imposed upon it or its income, profits, payroll or any property belonging to it, including without limitation all withholding taxes, and all claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon any of its properties or assets; provided that it shall not be required to pay any such tax (other than real estate taxes which must be paid regardless of challenge), assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings promptly initiated and diligently conducted by it, and neither execution nor foreclosure sale or similar proceedings shall have been commenced in respect thereof (or such proceedings shall have been stayed pending the disposition of such contest of validity), and it shall have set aside on its books, or at the request of Agent deposited with Agent adequate reserves with respect thereto.  Borrower will not file or consent to the filing of, any consolidated income tax return with any person or entity other than a subsidiary.

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6.34          Pension Plan Covenants .   Borrower will (a) keep in full force and effect any and all Plans which are presently in existence or may, from time to time, come into existence under ERISA, unless such Plans can be terminated without material liability to Borrower in connection with such termination (as distinguished from any continuing funding obligation); (b) make contributions to all of Borrower’s Plans in a timely manner and in a sufficient amount to comply with the requirements of ERISA; (c) comply with all material requirements of ERISA which relate to such Plans so as to preclude the occurrence of any Reportable Event, Prohibited Transaction or material “accumulated funding deficiency” as such term is defined in ERISA; and (d) notify Agent immediately upon receipt by Borrower of any notice of the institution of any proceeding or other action which may result in the termination of any Plan and deliver to Agent, promptly after the filing or receipt thereof, copies of all reports or notices which Borrower files or receives under ERISA with or from the Internal Revenue Service, the PBGC, or the U.S. Department of Labor.

6.35          Bank of Account .   Borrower will maintain Univest as major bank of account.  Borrower will notify Agent in writing and on a continuing basis, of all deposit accounts and certificates of deposit (including the numbers thereof) maintained with or purchased by Borrower from any other financial institutions.

6.36          Maintenance of Management .   Borrower will cause its business to be continuously managed by at least two (2) of the following individuals:  Richard Longacre, Daryl Hackman, Kenneth Longacre, Sr. and/or James M. Boyd or, in lieu thereof, such other persons (serving in such senior management positions) as may be reasonably satisfactory to Required Lenders.  Borrower will notify Agent promptly in writing of any change in Borrower’s board of directors or executive officers and will provide Agent with a copy of any proposed amendments to its Articles of Incorporation or By-Laws, prior to adoption.

6.37          Accounts Receivable .   Borrower will, if requested by Agent (a) upon the occurrence of an Event of Default, give Agent assignments, for the benefit of the Lenders, in form acceptable to Agent, of specific accounts or groups of accounts and monies due and to become due under specific contracts and specific general intangibles; (b) upon the occurrence of an Event of Default, furnish to Agent a copy, with such duplicate copies as Agent may request, of the invoice applicable to each account specifically assigned to Agent or arising out of a contract right, bearing a statement that such account has been assigned to Agent and such additional statements as Agent may require; (c) upon the occurrence of an Event of Default, mark its records evidencing its accounts in a manner satisfactory to Agent so as to show which accounts have been assigned to Agent for the benefit of Lenders; (d) furnish to Agent satisfactory evidence of the shipment and receipt of any goods specified by Agent and the performance of any services or obligations covered by accounts or contracts in which Agent, for the benefit of Lenders, has a security interest; (e) join with Agent in executing a financing statement, notice, affidavit or similar instrument, in form satisfactory to Agent, for the benefit of Lenders, and such continuation statements and other instruments as Agent may from time to time request and pay the cost of filing the same in any public office deemed advisable by Agent; (f) give Agent such financial statements, reports, certificates, lists of purchasers (showing names, addresses, and amounts owing) and other data concerning its accounts, contracts, collections, inventory, general intangibles and other matters as Agent may from time to time specify; (g) upon the occurrence of an Event of Default, segregate cash proceeds of Collateral so that they may be identified readily, and deliver the same to the Agent, for the benefit of Lenders, at such time or times and in such manner and form as the Agent may direct; (h) upon the occurrence of an Event of Default, furnish such witnesses as may be necessary to establish legal proof of the Collateral or records relating to the Collateral; and (i) obtain from any owner, encumbrancer or other person

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having an interest in the property where any Collateral is located, written consent to Agent’s removal of the Collateral therefrom, without liability on the part of Agent to such owner, encumbrancer or other person, or from any such owner, encumbrancer or other person such waivers of any interest in the Collateral as the Agent may require.

6.38          Derivatives Contracts .

(a)            Borrower has delivered to Agent true and complete copies of all of its contracts and other agreements with each Approved Broker.  Borrower shall promptly deliver to Agent copies of any amendments or modifications to, or replacements of, any such agreements.

(b)            Borrower is and shall at all times remain in compliance with all of its obligations under all contracts and other agreements with each Approved Broker.

(c)            Borrower shall not enter into any contracts or similar arrangements with brokers of Derivatives Contracts without prior notice to Agent and delivery to Agent of agreements satisfactory to Required Lenders regarding Agent’s security interest, for the benefit of Lenders, in and to any margin deposits with respect thereto and Borrower’s rights in connection therewith.

6.39          Through-put Agreements . Borrower has delivered to Agent true and complete copies of all of Borrower’s agreements in connection with any “through-put” or similar arrangements.  Borrower shall not enter into any new “through-put” or similar arrangements without prior written notice to Agent and delivery to Agent of all documents as Agent may reasonably request in connection with Agent’s security interest in Borrower’s inventory subject to such agreements.  Borrower shall deliver to Agent, within thirty (30) days of execution thereof, copies of any agreements entered into by Borrower after the date hereof with respect to any “through-put” or similar arrangements.  Nothing in this Agreement shall be deemed to require Agent’s consent to any such agreements, provided such agreements do not violate any of the representations, warranties or covenants set forth in this Agreement.

6.40          Financial Covenants .

(a)            Borrower shall maintain a ratio of (i) Funded Debt to (ii) Tangible Net Worth of not greater than 2.00 to 1.0 as of June 30th of each year, commencing with Borrower’s fiscal year ending June 30, 2004.

(b)            Borrower shall maintain a Debt Service Coverage Ratio of not less than 1.25 to 1.0 as of September 30, 2004 and as of the end of each fiscal quarter thereafter, in each case as measured on a trailing four quarter basis.

(c)            Borrower shall maintain a Tangible Net Worth of not less than (i) $20,500,000.00 for the period commencing the date hereof through and including June 29, 2005, and (ii) $21,750,000.00 commencing June 30, 2005 and at all times thereafter.

(d)            Borrower shall not cause, suffer or permit its aggregate capital expenditures to exceed $3,500,000.00 in any fiscal year of Borrower all as determined in accordance with GAAP; provided that, capital expenditures made solely in connection with the Borrower’s project to construct a propane rail terminal on the grounds of its facilities located at Macungie, Pennsylvania in an aggregate amount up to $5,000,000.00 shall be excluded from the calculation of Borrower’s capital

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expenditures hereunder.  The foregoing limitations on Borrower’s capital expenditures shall be non-cumulative as to any unused portions during any fiscal year of Borrower.

6.41          OFAC Compliance.   None of the Borrower, any Subsidiary of the Borrower or any affiliate of the Borrower (a) is a Sanctioned Person, (b) has more than 15% of its assets in Sanctioned Countries, or (c) derives more than 15% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Countries.  The proceeds of the Loans will not be used and have not been used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

SECTION 7.          EVENTS OF DEFAULT AND REMEDIES

 7.1              Events of Default .   Except for Obligations arising under any Hedging Agreement, which shall be due as provided in such Hedging Agreement, all Obligations shall be immediately due and payable, without notice or demand, and any provisions of this Agreement as to future loans and credit accommodations by Agent or any Lender shall terminate automatically, upon the termination or non-renewal of this Agreement or upon the occurrence of an event described in Sections 7.1(h) or (i)  below, or at Agent’s option, upon or at any time after the occurrence or existence of any one or more of the following (each, an “Event of Default” ):

(a)            Borrower fails to pay when due any interest, principal, fees, expenses or any other sums due on the Obligations, whether at the stated maturity, as a result of acceleration or otherwise.  Notwithstanding the foregoing, Borrower’s failure to pay any of the foregoing items resulting solely from Agent not charging Borrower’s loan account therefor shall not be an Event of Default unless Borrower shall have failed to pay such item within two (2) days of receipt by Borrower of written notice of such failure; provided, that (i) no bill or other notice of payment was received by Borrower in respect of such item, and (ii) sufficient funds to pay such item on the day first due were available in an account maintained by Borrower with Agent or as a loan advance under the Working Capital Line.

(b)            Borrower fails to perform, comply with or observe any of the terms, covenants or agreements applicable to Borrower under this Agreement or of any of the other Loan Documents or any other existing or future financing, security or other agreement between Borrower and Agent or any Lender or any affiliate of Agent or any Lender and such failure is not cured within thirty (30) days of receipt by Borrower of written notice of such failure; provided, however, that such notice and opportunity to cure is expressly inapplicable to (i) any failure constituting an Event of Default under any other subparagraph of this Section 7.1 ; or (ii) any failure which is incapable of cure or was willfully caused or permitted by Borrower.

(c)            Any representation, warranty or statement of fact made by Borrower to Agent or any Lender in this Agreement or any of the other Loan Documents or any schedule, confirmatory assignment or otherwise, or to any affiliate of Agent or any Lender, shall prove inaccurate or misleading in any adverse material respect.

(d)            Borrower revokes, terminates or fails to perform any of the terms of any guaranty, endorsement or other agreement of such party in favor of Agent or any Lender or any affiliate of Agent or any Lender;

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(e)            Any (i) judgment or attachment in an amount in excess of One Million Dollars ($1,000,000.00) in respect of any single judgment or attachment or Two Million Dollars ($2,000,000.00) in respect of any two or more judgments or attachments, which in any case is not insured or bonded to the reasonable satisfaction of Agent or (ii) injunction is obtained against Borrower or any of its subsidiaries which in any case remains unstayed for a period of ten (10) days or is enforced;

(f)             Borrower is dissolved or fails to maintain its corporate existence, or the usual business of Borrower ceases or is suspended in any material respect;

(g)            Any change occurs in the senior management or ownership of Borrower not permitted by the terms of this Agreement;

(h)            Borrower becomes insolvent, makes an assignment for the benefit of creditors, makes or sends notice of a bulk transfer or calls a general meeting of its creditors or principal creditors;

(i)             Any petition or application for any relief under the bankruptcy laws of the United States now or hereafter in effect or under any insolvency, reorganization, receivership, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity) is filed by or (unless dismissed within forty-five (45) days and provided that Lenders shall have no obligation to make advances under the Loans during such forty-five (45) day period) against Borrower or any of its subsidiaries;

(j)             The indictment or threatened indictment of Borrower or any of its subsidiaries under any criminal statute, or commencement or threatened commencement of criminal or civil proceedings against Borrower or any of its subsidiaries, pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture of any of the property of Borrower or any of its subsidiaries;

(k)            Any default or event of default occurs on the part of Borrower or any of its subsidiaries under any existing or future swap agreement (as defined in 11 U.S.C. § 101) with Agent or any Lender, any affiliate of Agent or any Lender or any participant with Lenders in the Obligations;

(l)             Any default or event of default occurs on the part of Borrower or any of its subsidiaries under any material (as determined by Required Lenders in their reasonable judgment) agreement, document or instrument to which Borrower or any such subsidiary is a party or by which Borrower, any of its subsidiaries or any of t