Average Bonus. “Average Bonus” shall mean the average of the annual cash bonuses earned (regardless of when paid) by Executive during the three fiscal years immediately preceding the fiscal year in which Executive terminated employment; provided, however, if Executive was not eligible to participate in the Bank’s or the Company’s annual cash bonus program (either due to the fact Executive was not an employee of the Bank or the Company during such fiscal year or any other reason) during each such fiscal year, then Average Bonus shall mean the average of the annual cash bonuses earned (regardless of when paid) by Executive during the fiscal years that Executive was a participant in the Bank’s or the Company’s annual cash bonus program; provided further, however, that to the extent Executive receives a pro-rated bonus for any partial year of service during a fiscal year, such pro-rated bonus shall be calculated on an annualized basis in determining the Average Bonus.

Addition of Definition of Average Excess Availability. [Exhibit A] to the Loan Agreement is hereby amended and supplemented by adding therein a definition of “Average Excess Availability” as follows:

Availability. Subject to the terms and conditions of this Agreement, upon Borrower’s request, Bank shall make a supplemental term loan to Borrower on or about the First Amendment Closing Date in the original principal amount of Sixteen Million Five Hundred Thousand Dollars ($16,500,000) (the “Supplemental Term Loan Advance”). After repayment, the Supplemental Term Loan Advance (or any portion thereof) may not be reborrowed. Borrower shall use a portion of the Supplemental Term Loan Advance to repay in full in cash all of the Term Loan Advances in accordance with [Section 2.3(d)] (it being understood, however, that # Bank is waiving, and Borrower shall not be required to pay, the Prepayment Fee in connection with such prepayment but # Borrower shall be required to pay the Final Payment due in connection therewith). Upon such prepayment, all of the Obligations owing to Bank under the Term Loan Advances shall be deemed to be satisfied and discharged in full.

Availability. With respect to any requests for any Revolving Extensions of Credit, after giving effect to such Revolving Extension of Credit, the availability and borrowing limitations specified in Section 2.4 shall be complied with.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, [Section 5.2(d)] of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, the Swingline Lender may, in its sole discretion, make Swingline Loans to the Borrower from time to time from the Closing Date to, but not including, the Maturity Date; provided, that # after giving effect to any amount requested, the Revolving Credit Outstandings shall not exceed the Commitment and # the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) shall not exceed the Swingline Commitment.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the Lenders set forth in [Section 3.4(a)], agrees to issue standby Letters of Credit for the account of the Borrower or, subject to Section 3.8, any Subsidiary thereof, which may be issued on any Business Day from the Closing Date to, but not including the thirtieth (30th) day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, # the L/C Obligations would exceed the L/C Sublimit or # the Revolving Credit Outstandings would exceed the Commitments. Each Letter of Credit shall # be denominated in Dollars, # with respect to any Letter of Credit, expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than the thirtieth (30th) day prior to the Maturity Date and # be subject to ISP, in each case as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if # any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction

Availability. Subject to the terms and conditions of this Agreement, upon Borrower’s request, Lenders agree to make term loan advances available to Borrower from time to time in three (3) tranches: “Tranche A”, “Tranche B”, and “Tranche C”. Subject to the terms and conditions of this Agreement, on or about [[SVB:Organization]], the Lenders, severally and not jointly, shall make one (1) term loan advance to Borrower in an original principal amount equal to Fifteen Million Dollars ($15,000,000) according to each Lender’s Initial Tranche A Term Loan Advance Commitment as set forth on [Schedule II] hereto (the “Initial Tranche A Term Loan Advance”). Thereafter, subject to the terms and conditions of this Agreement, upon Borrower’s request, during the Tranche A Draw Period, the Lenders, severally and not jointly, shall make one (1) additional term loan advance to Borrower in an original principal amount of Fifteen Million Dollars ($15,000,000) according to each Lender’s Subsequent Tranche A Term Loan Advance Commitment as set forth on [Schedule II] hereto (the “Subsequent Tranche A Term Loan Advance” and together with the Initial Tranche A Term Loan Advance, the “Tranche A Term Loan Advances”). Subject to the terms and conditions of this Agreement, upon Borrower’s request, during the Tranche B Draw Period, if Borrower can satisfy the Tranche B Draw Condition on the date of its request for a term loan advance (and the applicable Funding Date), the Lenders, severally and not jointly, shall make one (1) term loan advance to Borrower in an original principal amount of Ten Million Dollars ($10,000,000) according to each Lender’s Tranche B Term Loan Advance Commitment as set forth on [Schedule II] hereto (the “Tranche B Term Loan Advance”). Subject to the terms and conditions of this Agreement, upon Borrower’s request, during the Tranche C Draw Period, if Borrower can satisfy the Tranche C Draw Conditions on the date of its request for a term loan advance (and the applicable Funding Date), the Lenders, severally and not jointly, shall make one (1) term loan advance to Borrower in an original principal amount of Ten Million Dollars ($10,000,000) according to each Lender’s Tranche C Term Loan Advance Commitment as set forth on [Schedule II] hereto (the “Tranche C Term Loan Advance”). The Tranche A Term Loan Advances, Tranche B Term Loan Advance, and Tranche C Term Loan Advance are hereinafter referred to singly as a “Term Loan Advance” and collectively as the “Term Loan Advances”. Borrower may request Term Loan Advances as set forth on [Schedule I] hereto. The aggregate principal amount of the Term Loan Advances made by the Lenders to Borrower shall not, at any time, exceed the Term Loan Availability Amount. After repayment, no Term Loan Advance (or any portion thereof) may be reborrowed.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, including [Section 6.2(e)], and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time from the Closing Date until, but not including, the Swingline Maturity Date; provided that # after giving effect to any amount requested, the Revolving Credit Outstandings shall not exceed the Revolving Credit Commitment and # the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) shall not exceed the Swingline Commitment.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to [Section 3.9], any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, # the L/C Obligations would exceed the L/C Sublimit or # the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall # be denominated in Dollars in a minimum amount of $25,000, in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such lesser amount as agreed to by the applicable Issuing Lender and the Administrative Agent), # expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date and # be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if # any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good faith deems material to it, or # the conditions set forth in [Section 6.2] are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

Availability. Subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall make Advances not exceeding the Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein.