Note 10 - Revolving Credit Facility Financing Agreement

NOTE 10 – REVOLVING CREDIT FACILITY FINANCING AGREEMENT

On November 13, 2012, the Company entered into a new three-year revolving credit facility (“Credit Facility”) with Salus Capital Partners, LLC (“Salus”) collateralized by all assets of the Company. The Credit Facility refinanced the Company’s previous credit facility with Wells Fargo. Pursuant to the terms of the Credit Facility, Salus provides the Company with a revolving credit facility and facilitates the issuance of letters of credit in favor of suppliers or factors.

As of December 31, 2012, the Company’s borrowings under its Credit Facility consist of the following:

Cash securing letters of credit

Borrowings under the credit facility

Total revolving credit facility, expiring November 2015

Availability under the Credit Facility is determined by a formula that considers a specified percentage of the Company’s accounts receivable and a specified percentage of the Company’s inventory. The maximum availability is $10 million, of which up to $5 million is available for the issuance of letters of credit. Interest accrues under the Credit Facility at the prime rate plus 4.75%, subject to a minimum rate of 8.00%. Letters of credit issued to third parties are cash collateralized by amounts drawn under the Credit Facility. At closing, $4,700,000 was drawn under the Credit Facility, which reduced the availability of the Credit Facility, to cash collateralize letters of credit issued by Wells Fargo, which and were outstanding at such date. In addition, the Company paid financing costs of $432,000 at closing, which were capitalized, and will pay a collateral monitoring fee of $3,000 per month and will pay unused commitment fees of 0.75% of the remaining availability under the Credit Facility. A termination fee of $75,000 was paid at closing to Wells Fargo, which was included in Other interest expense in the 2012 Consolidated Statement of Operations.

As of December 31, 2012, maximum total availability under the Credit Facility was approximately $6,899,000, of which $5,311,000 was outstanding at December 31, 2012, leaving approximately $1,588,000 available for further borrowings.

For the years ended December 31, 2012, 2011 and 2010, the Company paid approximately $492,000, $291,000 and $219,000 in interest expense and fees, respectively, under the combined credit facilities.

The Salus agreement was amended on April 11, 2013 to modify certain borrowing availability formulas. It is currently estimated that these amendments will increase borrowing availability by up to $650,000. The Company paid a $100,000 fee in connection with the amendment. Salus also waived covenant violations caused by the late delivery of 2012 audited financial statements and the explanatory paragraph regarding a going concern uncertainty contained in the auditor’s unqualified opinion for such financial statements.