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Borrowings under the Term Loan bear interest at an annual rate of either prime plus 2. 25 percent or LIBOR plus 3. 75 percent and are paid monthly. Borrowings under the Revolving Loan currently bear interest at an annual rate of either prime plus 1.

On the fourth anniversary of the Issue Date, any existing shares of preferred stock, together with the additional amount, must either be converted into common stock pursuant to the conversion formula or redeemed for cash at the optional redemption price. In the event any conversion of preferred stock would result in the issuance of more than 19. 9 of the number of shares of common stock outstanding on the date of the closing, the preferred stock representing such excess must be redeemed, in cash for 1,400. 00 per share, plus the additional amount.

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