(

)

Line of Credit

As of

December

31,

2016,

the Company had a bank line of credit that provides borrowing capacity of

$35

million. Borrowings under the credit agreement are secured by our assets and a pledge of

65%

of the Company’s ownership interest in certain of its foreign subsidiaries. The credit agreement expires on

December

31,

2017

and contains various restrictions on indebtedness, liens, guarantees, redemptions, mergers, acquisitions or sale of assets, loans, transactions with affiliates, and investments. It prohibits the Company from declaring dividends without the bank’s prior consent, unless such payment of dividends would not violate any terms of the credit agreement. The Company is also prohibited from repurchasing shares of its common stock unless such purchase would not violate any terms of the credit agreement; the Company

may

not use proceeds of the line of credit to repurchase shares. Borrowings bear interest at LIBOR plus

1.8%.

Financial covenants include maintaining a minimum tangible net worth, maintaining a minimum fixed charge coverage ratio (as defined in the credit agreement) and not exceeding a maximum funded debt to earnings before interest, depreciation and amortization ratio. In

2016,

the Company exceeded the maximum lease payments for personal property of

$100,000

permitted under the financial covenants, resulting in non-compliance. The Company has subsequently obtained a waiver of the personal property lease payments covenant for

2016.

As of

December

31,

2016:

(i) the Company was in compliance with all remaining covenants; (ii) there were no borrowings under the line of credit; and (iii) there was

$35.0

million available for borrowing under the line of credit.