Financial Facility Contract

FINANCIAL FACILITY CONTRACT

Parties and Agreement Date

This Financial Facility Contract (the "Agreement") is made as of between:

Recitals

WHEREAS, the Lender has agreed to make available to the Borrower a credit facility subject to the terms and conditions set forth in this Agreement; and WHEREAS, the Borrower desires to borrow under the facility for corporate purposes described herein.

Definitions

Capitalized terms used in this Agreement have the meanings set forth in this section or as otherwise defined in the text. "Facility" means the credit accommodation provided under Section Facility Amount. "Business Day" means a day on which commercial banks are open for general business in the Lender's principal place of business.

Facility

Facility Amount: The Lender agrees to make available a revolving/term credit facility to the Borrower in an aggregate principal amount not to exceed (the "Facility").

Availability Period: Drawings may be made from and including until subject to satisfaction of the Conditions Precedent set forth below.

Conditions Precedent

The Lender's obligation to make advances under the Facility is subject to receipt of customary documents and evidence, including, without limitation, duly executed loan documents, certified copies of organizational documents, evidence of corporate authority, and financial statements reasonably satisfactory to the Lender. The Borrower shall deliver the items set forth in the schedule below prior to the initial advance.

Interest, Fees and Payments

Interest Rate: Interest on outstanding principal shall accrue at a rate per annum equal to % above the base rate, calculated on the basis of a 360-day year and actual days elapsed. Interest shall be payable in arrears.

Default Interest: Upon an Event of Default, interest shall accrue on overdue amounts at an additional % per annum, compounded in accordance with applicable law.

Repayment

Repayment Schedule: Principal and accrued interest shall be repaid in accordance with the repayment schedule attached or as described below. Maturity Date:

Prepayment: The Borrower may prepay all or part of the outstanding principal subject to any prepayment fee set forth in this Agreement and to prior written notice of to the Lender.

Security and Guarantees

As security for the Obligations, the Borrower shall grant the Lender a first-priority security interest in and to the assets identified below and execute all security documents reasonably required by the Lender.

Representations and Warranties

The Borrower represents and warrants to the Lender, as of the date hereof and on each drawdown date, that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction, (b) this Agreement has been duly authorized, executed and delivered, (c) no Event of Default exists, and (d) its financial statements fairly present its financial condition in all material respects.

Covenants

Affirmative covenants shall include maintaining corporate existence, delivering periodic financial statements, and maintaining insurance. Negative covenants include restrictions on incurrence of additional indebtedness, liens, and dispositions of material assets except as permitted.

Events of Default and Remedies

Events of Default include failure to pay principal or interest when due, breach of any representation or covenant, insolvency, cross-default to other material indebtedness, or a material adverse change in the Borrower's financial condition. Upon an Event of Default, the Lender may accelerate the Obligations, declare all amounts immediately due and payable, enforce security, and exercise all rights and remedies available under applicable law.

Taxes and Withholding

All payments to be made by the Borrower under this Agreement shall be made free and clear of, and without deduction for, any taxes, levies or charges levied by any governmental authority, except as required by law, in which case the Borrower shall withhold the required amount and promptly pay the withheld amount to the relevant authority and provide evidence of such payment to the Lender.

Confidentiality

Each party shall keep confidential the terms of this Agreement and all non-public information received in connection with the Facility, except as required by law or with the prior written consent of the other party or as required to exercise remedies under this Agreement.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below, or to such other address as the receiving party may specify by notice.

Assignment; Amendment; Costs

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that the Lender may assign or transfer all or any part of its rights to any affiliate or third party without consent. Amendment: Any amendment to this Agreement must be in writing and signed by both parties. Costs: The Borrower agrees to pay all reasonable costs and expenses (including legal fees) incurred by the Lender in connection with the negotiation, documentation and enforcement of this Agreement.

Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the governing jurisdiction.

Miscellaneous

Severability: If any provision of this Agreement is invalid or unenforceable, the remaining provisions shall remain in full force and effect. Counterparts: This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

Acknowledgements

Each party acknowledges that it has read this Agreement, that it understands its terms, and that it has had the opportunity to obtain independent legal advice prior to executing this Agreement.

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