RCM TECHNOLOGIES INC

(b)Default Rate.

(i) Notwithstanding the foregoing, if any principal of or interest on any Loan, any reimbursement obligation in respect of any L/C Disbursement or any fee or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to the Default Rate to the fullest extent permitted by applicable law.

(ii) Notwithstanding the foregoing (and without duplication of amounts payable under Section 3.1(b)(i)), if an Event of Default has occurred and is continuing, the Administrative Agent may, and shall at the direction of the Required Lenders, increase the per annum effective rate of interest on the outstanding principal of each Loan and all Unreimbursed Amounts in respect of L/C Disbursements (including L/C Borrowings) to a rate equal to the Default Rate to the fullest extent permitted by applicable law. Each Borrower acknowledges that the Default Rate is imposed as a direct result of the increased cost attendant to the administration of the Loans because of said Event of Default.

(iii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan, and at such other times as may be specified herein, provided that (i) interest accrued pursuant to paragraph (b) of this Section 3.1 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, and (iii) in the event of any conversion of any SOFR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(d)Computation of Interest. All interest hereunder shall be computed on the basis of a year of 360 days (or in the case of interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate, such interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).** **All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable Alternate Base Rate, Daily SOFR Rate or Term SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent clearly manifest error.

(e)Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Loan Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Section 3.2 Fees.

(a)Unused Facility Fee. The Borrowers, jointly and severally, agree to pay to the Administrative Agent, for the ratable account of each Lender, an unused facility fee (the “Unused Facility Fee”), which shall accrue at a rate per annum equal to (i) the Applicable Margin, multiplied by (ii) the average daily unused portion of the Revolving Commitments (calculated by subtracting the sum of the average daily outstanding balance of all Loans and L/C Obligations from $65,000,000). The Unused Facility Fee shall be computed and be payable in arrears on the first day of each April, July, October and January of each year, each date on which the Revolving Commitments are permanently reduced and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Agreement Date, provided that all unpaid Unused Facility Fees shall be payable on the date on which the Revolving Commitments terminate andprovided further that Unused Facility Fees which accrue after the Revolving Commitments terminate shall be payable on demand. All Unused Facility Fees shall be computed on the basis of a year of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b)L/C Participation Fees. The Borrowers, jointly and severally, agree to pay (i) to the Administrative Agent, for the ratable account of the Lenders, a fee (the “L/C Participation Fee”) in Dollars in an amount equal to (A) the Applicable Margin, multiplied by (B) the daily average L/C Obligations, during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any L/C Obligations; and (ii) to the L/C Issuer for its own account a fronting fee (“L/C Fronting Fee”) at the time of the issuance of each Letter of Credit in an amount equal to one-eighth of one percent (0.125%) of the face amount of such Letter of Credit.** **The Borrowers shall also, jointly and severally, pay to the L/C Issuer for the L/C Issuer’s sole account the L/C Issuer’s then in effect customary fees and administrative expenses payable with respect to letters of credit as the L/C Issuer may generally charge or incur from time to time in connection with the issuance, maintenance, modification (if any), assignment or transfer (if any), negotiation and administration of the Letters of Credit. Accrued L/C Participation Fees shall be computed and payable in arrears on the first day of each April, July, October and January of each year, commencing on the first such date to occur after the Agreement Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the L/C Issuer pursuant to this paragraph shall be payable within ten days after demand. All L/C Participation Fees and L/C Fronting Fees shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, the Administrative Agent may, and shall at the direction of the Required Lenders, calculate L/C Participation Fees and L/C Fronting Fees, as applicable, at a rate per annum equal to the Default Rate.

(c)Amendment Fee. The Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of Citizens Bank, N.A., as the sole initial Revolving Lender, a one-time amendment fee on the date of this Agreement equal to $87,500.00.

(d)Other Fees. The Borrowers, jointly and severally, agree to pay to each Credit Party, for its own account, fees and other amounts payable in the amounts and at the times separately agreed upon between the Borrowers and such Credit Party.

(e)Payment of Fees Generally. All fees and other amounts payable hereunder shall be paid on the dates due, in immediately available funds. Fees and other amounts paid shall not be refundable under any circumstances.

Section 3.3 Inability to Determine Rates. Subject to Section 3.8, if, on or prior to the first day of any Interest Period for any SOFR Loan:

(a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or

(b) the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan** **does not adequately and fairly reflect the cost to such Lenders of funding such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

the Administrative Agent will promptly so notify the Borrowers and each Lender.

Upon notice thereof by the Administrative Agent to the Borrowers, any obligation of the Lenders to make or maintain SOFR Loans, and any right of the Borrowers to continue SOFR Loans or to convert ABR Loans to SOFR Loans shall be suspended (to the extent of the affected Interest Periods) until the Administrative Agent (with respect to clause (b) above, at the instruction of the Required Lenders) revokes such notice. Upon the Borrower’s receipt of such notice, (i) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected Interest Periods) or, failing that, the Borrowers will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period**.** Upon any such conversion, the Borrowers shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 3.5. Subject to Section 3.8, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.

Section 3.4 Increased Costs; Illegality.