(a). Secured loans. Loans in an aggregate principal amount not exceeding $_____ shall be evidenced by notes ("collateral notes") of the company in the form of collateral note which is attached here as Exhibit A, dated the date of the borrowing, maturing on [Date], and bearing interest from date until maturity at the rate of _________ percent per year, payable monthly on the first day of each month and at maturity, and after maturity at the rate of _________ percent per year. As a condition of your obligation to make any such secured loan, the company will execute and deliver to you as security for the collateral notes, a mortgage note of the company in the principal amount of $_____, payable to your order, maturing on [Date], together with a first mortgage ("mortgage") of the land and building, as such terms are subsequently defined, dated _________, and running to you as mortgagee. The mortgage shall contain a provision to the effect that a default under the terms of this agreement shall constitute a default under the mortgage note and mortgage. At the time the mortgage note and mortgage are delivered to you, you shall be furnished with a mortgage guarantee policy issued by the _________(title company), in an amount not less than $_____, subject only to such objections as appear in the policy referred to in paragraph 2(i), to the easement agreement referred to in paragraph 2(h)(V), and to current real estate taxes not in default.

(b). Unsecured loans. Loans in an aggregate principal amount not exceeding $_____ shall be evidenced by notes ("unsecured notes") of the company in the form attached here as exhibit B, dated the date of the borrowing, maturing on [Date], and bearing interest from date until maturity at the rate of _________ percent per year, payable monthly on the first day of each month and at maturity, and after maturity at the rate of _________ percent per year.

(a). Corporate organization. The company is a corporation incorporated under the laws of the state of _________.

(b). Corporate powers. This agreement and the consummation of all of the transactions contemplated here are within the corporate powers of the company and are not in conflict with the provisions of the charter, bylaws or any contract of the company. By adopted resolutions of its board of directors, the company has taken all necessary steps to authorize the execution of this agreement and the execution of the notes and mortgage under this agreement, and certified copies of all such resolutions have been furnished to you.

(c). Financial condition. The company has furnished you with the balance sheet of the company as at [Date], and with statements of income and surplus of the company for the year ended on that date, as certified by _________, certified public accountants; and the company has also furnished you with the balance sheet of the company as at [Date], and with statements of income and surplus of the company for the 11-month period ended on that date, as prepared by the company and certified by its chief financial officer. Such financial statements are correct and complete (subject, with respect to the interim statements, to audit and year-end adjustments) and have been prepared in accordance with sound and generally accepted accounting principles consistently followed throughout the periods involved. The balance sheets fairly represent the condition of the Company as at the respective dates thereof; the income and surplus statements fairly represent the results of the Company's operations for the respective periods involved. There has been no material adverse change in the company's assets, liabilities or condition, financial or otherwise, since.

(d). Litigation. No material litigation, administrative proceeding, arbitration proceeding, or proceeding of any governmental body is pending or, to the knowledge of the company, is threatened against the company.

(e). Liabilities. The company has no contingent liabilities not provided for or disclosed in the financial statements mentioned above.

(f). Encumbrances, etc. There are no mortgages, liens, pledges, charges or encumbrances on or of any of the properties or assets of the company, except the lien of current taxes not in default.

(g). Subsidiaries. The company has no subsidiaries and no substantial investments, by way of stock ownership or otherwise, in any other business enterprise.

(h). Real estate. The company is the owner in fee simple, of the following described real estate ("land") located in _________(city), _________(county), _________(state), at _________(commonly known address): _________(legal description) subject to the following objections: _________(specify objections).

(i). The company's title to the land is guaranteed by _________(title company) policy No. _________, dated _________, which has been furnished to you.

(j). The company proposes to construct an industrial plant ("building") on the land strictly in accordance with certain plans and specifications ("plans") which have been furnished to you and to _________(financial institution). The company has offered to sell to _________(financial institution) the land and the building to be constructed on it in accordance with the plans at a purchase price of $_____, or cost, whichever is less, and _________(financial institution) has accepted the offer at the offered price, subject to the terms and conditions set forth in a letter of commitment ("commitment"), dated _________. A copy of the commitment has been furnished to you.

(k). The commitment has been accepted by the company and is in full force and effect in accordance with its terms.

(l). In accordance with the commitment, _________(financial institution) and the company have entered into a written contract, dated _________, covering the terms of the purchase and sale of, and the lease transaction pertaining to, the land and building. By a written agreement, dated _________, _________(financial institution) and the company have amended the above-mentioned contract so as to change the purchase price to $_____, or cost, whichever is less. A copy of the written contract of [Date], as amended by the agreement of [Date] ("contract"), has been furnished to you.

(a). The commitment is in full force and effect in accordance with its terms.

(b). _________(financial institution's)'s written approval of the plans, pursuant to the commitment, shall be furnished to you before construction of the building shall commence.

(c). There shall be in full force and effect with responsible contractors a set of fixed price construction and process contracts approved by you providing for the completion of the building in strict accordance with the plans on a date not later than [Date] ("completion date"), and at an aggregate price not in excess of $_____ for the construction contracts, $_____ for the process contracts and _________ percent on all such contracts for architects' fees; and no default under any such contract shall have occurred and be continuing.

(d). _________(financial institution's)'s written approval of all construction contracts shall be furnished to you before construction of the building shall commence.

(e). The unused balance of the credit under this agreement, after deducting the amount of the requested loan, shall be sufficient, under construction and process contracts in effect at the time of the requested loan, to complete the building lien-free and ready for occupancy on the completion date, to pay architects' fees and to pay the balance of $_____ owing to _________ Company as brokers' fees. For the purpose of enabling you to determine whether this condition and the conditions described in paragraphs 3(c), 4 and 5 have been met, there shall be included with each request for a loan, a certificate signed by _________, architects and engineers for the company, and by _________ (or by such other architect or engineer as you shall appoint, showing, among other things, (1) the cost, both in total and by individual contract, of the construction and process work completed on the date of the request; (2) the amount necessary to complete the building and to pay the fees as stated above; (3) that construction of and process work on the building is in strict accordance with the plans and is in compliance with applicable building, zoning and other ordinances, statutes and regulations, and with the provisions of the commitment and contract; and (4) that all necessary building permits and approvals of governmental bodies have been obtained and are in full force and effect. Such certificate shall be supported by proper waivers of liens, affidavits and such other documentation as is customary in construction financing in the _________(specify geographical area).

Notwithstanding your acceptance of any such certificate, the making of any loan under this agreement shall not be deemed an approval or acceptance by you of the work done before that.

(f). No event of default or event which, with notice or lapse of time, might become a default under this agreement has occurred.

(g). There are no judgments unsatisfied of record against the company. For the purpose of enabling you to determine whether this condition has been met, you are authorized to have judgment searches made from time to time at the company's expense.

(h). There shall be in effect completion bonds satisfactory to you, covering the prime general contract, electrical contract, plumbing contract, heating, ventilating and air conditioning contract, and all such other prime contracts as you shall desire, each to be in a penal sum equal to the price of the contract less the contractor's fee, conditioned upon the faithful performance of the contract.

(i). The company shall have furnished to you favorable opinions, addressed to you, of _________ and _________, counsel for the company, which shall embrace the matters contained in paragraphs 2(a), 2(b), 2(d), 2(e), 2(f), 2(h), 2(j), 2(k), 2(l), 3(c) and 3(g), and all other legal details pertinent to the transactions provided here, and which shall be satisfactory in form and substance to you.

(j). The request for the loan shall have been made in writing and shall have been delivered to you at least five days prior to the date of disbursement.

(a). Working capital. The company will not permit its net working capital at any time to be reduced below $_____. For the purposes here, "net working capital" shall mean the excess of current assets over current liabilities determined in accordance with generally accepted and consistent principles of accounting, excluding from current liabilities the aggregate principal amount of all notes outstanding under this agreement, and including in current assets the value of the land at $_____.

(b). Financial statements. The company will, within _________ days after the close of each calendar month, furnish you with an unaudited company statement containing a balance sheet as at the end of, and an earnings and surplus statement for, such month, certified as true and correct by the chief financial officer of the company. The company will also furnish you, within _________ days after the close of its fiscal year, a financial statement containing a balance sheet as at the end of, and an earnings and surplus statement for, the fiscal year, accompanied by the opinion and comment of an independent certified public accountant of recognized standing.

(c). Insurance. The company will keep itself and all insurable property insured to the extent and against such liabilities and hazards as is commonly done by companies similarly situated. Without in any way limiting the foregoing, the company will carry such property insurance, with loss payable to you and the company, as our respective interests may appear, and such liability and hazard insurance, in respect of the land and the building, both during its construction and after its completion, as you shall reasonably request; and, in the event you make no request, the company will carry such insurance as is customary under the circumstances. You shall be furnished with policies, or certificates of insurance covering all such property, liability and hazard insurance.

(d). Taxes. The company will pay when due all taxes, assessments and other liabilities, except those the validity of which the company is contesting in good faith by appropriate legal proceedings.

(e). Encumbrances. The company will not create or incur, nor suffer to be created or incurred, any mortgage, pledge, lien, encumbrance or charge of any kind on any of its property or assets (including, without limiting the generality of the foregoing, the land and all improvements which may be made on it), whether owned by the company at the date here or hereafter acquired, except:

(f). Other borrowings. The company will not incur any debt for borrowed money, except debt for current borrowings from your bank in an amount not exceeding $_____.

(g). Liabilities. The company will not suffer to exist for a period of more than _________ days after the same shall be incurred any indebtedness or liability, or claim or demand against it, which, if unpaid, might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over the notes outstanding under this agreement, except those the validity of which the company is contesting in good faith by appropriate legal proceedings.

(h). Dividends and stock purchases. The company will not, without your consent, purchase, redeem or otherwise acquire for a consideration any of its shares of capital stock, nor will it pay any dividends (other than stock dividends), nor make any other distribution on it.

(i). Merger and sale of assets. The company will not, without your consent, be a party to any merger or consolidation, nor will it convey, lease, exchange or sell all or substantially all of its business or assets, except that it may sell the land and building to _________(financial institution) pursuant to the terms of the contract.

(j). Payment. The company will promptly pay, or cause to be paid, the principal of and the interest on the notes issued under this agreement as the same shall become due.

(k). Amendment of commitment or contract. The company will not, without your prior written consent, be a party or agree to any amendment, waiver, release, or abandonment of the commitment or contract or of any of the construction contracts.

(l). Amendment of plans. The company will not, without having first secured the prior written consent of _________(financial institution) and without your written consent, make, or cause to be made, any change in the plans.

(m). Bank account. The company will maintain with you an account entitled "_________(corporation) Construction Account," through which shall be disbursed the proceeds of all loans made under this agreement. This account shall be subject to withdrawal on checks only for the purpose of paying costs and fees incurred in the construction of the building and for such other purposes as you shall first approve.

(n). Expenses of loans. The company will pay you, at such time as you may request, all attorneys' fees that you may incur in enforcing your rights under this agreement, the costs of obtaining judgment searches, and $_____ for the cost of retaining an architect or engineer.

(o). Completion. All construction contracts shall contain a completion date of not later than [Date]. Each prime construction contract shall provide for a _________ percent retainage against completion of the contract.

(p). Diligence in construction. The company will proceed diligently and in good faith with the erection of the building and the completion of it. Without limiting the generality of the foregoing, it shall be conclusive evidence of failure to proceed diligently and in good faith if the company: (1) at any time prior to the completion of the building shall abandon the same or cease to work on it for a period of more than _________ days (unless such suspension of work shall be caused by strike or strikes, or inability to obtain materials for such construction beyond the control of the company, and such cause shall be so certified to you in writing by (architect/engineer) and/or (2) through acts or the failure to act, shall not prosecute the work to the satisfaction of (architect/engineer), or shall fail to improve improper work specified by (architect/engineer).

(q). Commitment fee. The company will pay you, on such portion of the $_____ you agree to lend under this agreement as is not used during each month subsequent to the date here, a commitment fee at the rate of _________ percent per year, payable monthly and at maturity.

(r). Additional funds. If, at any time after the first loan has been made under this agreement, you shall determine that the unused balance of the credit here is insufficient to complete on [Date], the building, lien-free and ready for occupancy, in strict accordance with the plans, and to pay all fees with respect to it, the company will deposit with you, upon your demand, sufficient additional funds to meet any deficiency found to exist; and such funds shall be segregated in a manner satisfactory to you to assure their use for the purpose of completing the building and paying all fees with respect to it.

(s). Compliance with contract. The company will not do anything, nor permit anything to be done, except for the execution of the mortgage under this agreement, which will affect, under the terms of the contract, the merchantability of the company's title to the land and building; nor will the company do anything or fail to do anything which will otherwise affect _________ (financial institution's)'s obligation under the contract and the commitment to purchase the land and building.

(a). Breach of warranty. Any representation or warranty contained in this agreement or under the commitment shall be found to be materially false or misleading.

(b). Nonpayment. The company shall fail to make payment of any installment of interest on any notes outstanding under this agreement for a period of _________ days after the due date; or of any of the principal of any of the notes when and as the same shall become due and payable.

(c). Breach of covenant. The company shall breach or violate any covenant or condition contained here or in any of the notes outstanding under this agreement or in the commitment or in the contract.

(d). Encroachments. A survey or continuation of it shall show that the building, or any portion of it, encroaches upon real estate other than that described in paragraph 2(h) of this agreement or beyond the building line, and such encroachment is not cured or is not authorized by a variation or otherwise.

(e). Violation of law. Any note or notice of violation of any law or of any municipal regulation, requirement or ordinance shall be filed in or issued by any public department or authority having jurisdiction against the land or the building or the company, by reason of any matter on or about the construction of the building, and the company shall fail to take and prosecute, continuously and promptly, measures necessary to cure the same.

(f). Destruction of building. The building shall be substantially injured or destroyed.

(g). Assignment. The company shall assign this agreement or any right or interest in it.

(h). Bankruptcy and the like. The company shall be adjudicated a bankrupt or a trustee or a receiver shall be appointed for the company or of a substantial part of its property in any involuntary proceeding, or any court shall have taken jurisdiction of the property of the company or of a substantial part of it in any involuntary proceeding for the reorganization, dissolution, liquidation or winding up of the company, and such trustee or receiver shall not be discharged or such jurisdiction relinquished or vacated or stayed on appeal or otherwise stayed within _________ days, or the company shall file a petition or answer, not denying jurisdiction, in voluntary bankruptcy or any proceeding under the federal Bankruptcy Act or any similar law, state or federal, whether now or hereafter existing, or such a petition filed against the company shall be approved and not vacated or stayed within _________ days, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall consent to the appointment of a receiver or trustee or liquidator of all of its property or a substantial part of it, or shall have failed within _________ days to bond or otherwise discharge any attachment or to pay any judgment which is unstayed on appeal.

(i). Disapproval of plans. The plans, or any part of it, shall be disapproved by any governmental authority having jurisdiction thereover.

(j). Dissatisfaction with construction. The materials or construction of the building are not to the reasonable satisfaction of _________(financial institution) or you.

No remedy provided in this agreement for your benefit shall be deemed to be exclusive of other remedies which are provided for here or which may be provided for by law.