Common use of Amounts and Terms of Commitments Clause in Contracts

Amounts and Terms of Commitments. Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agrees, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuance, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit shall not exceed the amount of the Aggregate Commitment. Within the limits of the Aggregate Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow, prepay, and reborrow.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances a single loan to the Borrower Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant Date, in an aggregate principal Dollar Equivalent amount not to Section 2.09 hereof); and the Administrative Agent agrees, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced pursuant to under Section 2.08 or as a result of one or more assignments under Section 11.08, the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any BorrowingCommitted Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any Swing-Line time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing or any Issuanceof Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit Offshore Currency Loans shall not exceed the amount Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Aggregate Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of the Aggregate each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrowborrow under this subsection 2.01(b), prepay, prepay under Section 2.09 and reborrowreborrow under this subsection 2.01(b).

Amounts and Terms of Commitments. Each Bank severally agrees, on Subject to the terms and conditions hereinafter set forthof this Agreement and in reliance upon the representations and warranties of each Loan Party contained herein, each Lender severally and not jointly agrees to make Advances Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date to through the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesRevolving Credit Maturity Date, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding the amount set forth opposite such Bank's Lender’s name in SCHEDULE 1 Schedule 1.1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" “Revolving Loan Commitments” (such amount, amount as the same may be reduced pursuant or increased from time to the terms of time in accordance with this Agreement, being referred to herein as such Bank's "Lender’s “Revolving Loan Commitment"”); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof Revolving Loans, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit Revolving Loans shall not exceed the amount Maximum Revolving Loan Balance. Each Revolving Loan shall be comprised entirely of Canadian Prime Loans or CDOR Rate Loans as the Aggregate CommitmentBorrower may request from time to time. Within Any Protective Advance and any Swingline Loan shall be made in accordance with the limits of the Aggregate Commitment, and subject procedures set forth in Section 1.5. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1 may be repaid and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will be the Borrower may borrowlesser of: A. the Borrowing Base (as calculated pursuant to the Borrowing Base Certificate) in effect from time to time, prepayand B. the Aggregate Revolving Loan Commitment then in effect, and reborrowsubject to the authority of the Administrative Agent, in its sole discretion, to make Protective Advances pursuant to Section 1.5.

Amounts and Terms of Commitments. (a) Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans (each such loan a "Revolving Loan") to the Borrower Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date Date, in an aggregate principal amount not to exceed at any time outstanding, together with such Bank's Commitment Percentage of all Swingline Loans then outstanding, the amount set forth opposite the Bank's name on the signature pages hereto (as the same such signature pages are deemed modified pursuant to this Article II or Article III or Section 10.07) (as such amount may be extended reduced or increased pursuant to Section 2.09 hereofSections 2.06, 2.07, 2.08, 2.09, 3.06, 3.07 or 8.02, such Bank's "Commitment"); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the Administrative Agent combined Commitments of all the Banks. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(a), prepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) The Swingline Bank agrees, on the terms and conditions hereinafter set forthforth herein, to make Swing-Line Advances a portion of the combined Commitments of all the Banks available to the Borrower Company by making swingline loans (each such loan a "Swingline Loan") to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant Date, in an aggregate principal amount not to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the outstanding $50,000,000 (as such amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to Sections 2.07, 2.08, 2.09, 3.06 or 8.02, the terms of this Agreement, being such Swingline Bank's "Revolving Swingline Commitment"), notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Revolving Loans, may exceed the Swingline Bank's Commitment; PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof a Swingline Loan, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, Revolving Loans and all outstanding Letters of Credit Swingline Loans shall not at any time exceed the amount combined Commitments of all the Aggregate CommitmentBanks. Within the limits of the Aggregate Commitmentforegoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this Section 2.01(b), prepay, prepay under Section 2.09(a) and reborrowreborrow pursuant to this Section 2.01(b).

Amounts and Terms of Commitments. (a) Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans (each such loan a "Revolving Loan") to the Borrower Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date Date, in an aggregate principal amount not to exceed at any time outstanding, together with such Bank's Commitment Percentage of all Swingline Loans then outstanding, the amount set forth opposite the Bank's name on the signature pages hereto (as the same such signature pages are deemed modified pursuant to this Article II or Article III or Section 10.07) (as such amount may be extended reduced or increased pursuant to Section 2.09 hereofSections 2.06, 2.07, 2.08, 2.09, 3.06, 3.07 or 8.02, such Bank's "Commitment"); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the Administrative Agent combined Commitments of all the Banks. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(a), prepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) The Swingline Bank agrees, on the terms and conditions hereinafter set forthforth herein, to make Swing-Line Advances a portion of the combined Commitments of all the Banks available to the Borrower Company by making swingline loans (each such loan a "Swingline Loan") to the Company from time to time on any Business Day during the period from the Closing 364-Day Credit Agreement Termination Date to the Revolving Termination Date (as the same may be extended pursuant Date, in an aggregate principal amount not to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the outstanding $50,000,000 (as such amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to Sections 2.07, 2.08, 2.09, 3.06 or 8.02, the terms of this Agreement, being such Swingline Bank's "Revolving Swingline Commitment"), notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Revolving Loans, may exceed the Swingline Bank's Commitment; PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof a Swingline Loan, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, Revolving Loans and all outstanding Letters of Credit Swingline Loans shall not at any time exceed the amount combined Commitments of all the Aggregate CommitmentBanks. Within the limits of the Aggregate Commitmentforegoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this Section 2.01(b), prepay, prepay under Section 2.09(a) and reborrowreborrow pursuant to this Section 2.01(b).

Amounts and Terms of Commitments. (a) The Facility A Credit. Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower Company (each such loan, a "Facility A Loan") from time to time on any Business Day during the period from the Closing Date to the Termination Date Date, in an aggregate amount not to exceed at any time outstanding, together with the principal amount of Loans outstanding (including both Facility A Loans and Facility B Loans) in favor of such Bank at such time, the amount set forth next to such Bank's name on Schedule 2.1 (such amount as the same may be extended pursuant to reduced under Section 2.09 hereof2.7 or 2.9 or as a result of one or more assignments under Section 15.8, the Bank's "Facility A Commitment"); provided, however, that, after giving effect to any Borrowing, the aggregate principal amount of all outstanding Loans (including both Facility A Loans and Facility B Loans) shall not at any time exceed the Administrative Agent combined Facility A Commitments. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.1(a), prepay under Section 2.8 and reborrow under this Section 2.1(a). (b) The Facility B Credit. Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Swing-Line Advances convert Facility A Loans into loans to the Borrower Company (each such loan, a "Facility B Loan") from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agreeDate, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding, the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" Schedule 2.1 (such amount, as the same may be reduced pursuant to under Section 2.7 or 2.9 or as a the terms result of this Agreementone or more assignments under Section 15.8, being such the Bank's "Revolving Facility B Commitment"); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any IssuanceFacility B Conversion, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit Facility B Loans shall not at any time exceed the amount of the Aggregate Commitmentcombined Maximum Facility B Commitments. Within the limits of the Aggregate each Bank's Facility B Commitment, and subject to the other terms and conditions hereof, the Borrower Company may borrowconvert under this Section 2.1(b), prepay, prepay under Section 2.8 and reborrow.convert again under this Section 2.1(b). At no time shall any Bank's Facility B Commitment exceed its Pro Rata Share of the

Amounts and Terms of Commitments. (a) Each Canadian Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances Prime Rate Loans, Base Rate Loans, B/A Equivalent Loans and LIBOR Loans to the Company from time to time on any Business Day during the period from the Closing Date to the Termination Date, in an aggregate amount not to exceed at any time outstanding the Equivalent Amount in Cdn.$ of the amount set forth on Schedule 2.01 next to its name (such amount as the same may be reduced under Section 2.07 or as a result of one or more assignments under Section 11.08, a Canadian Bank's "Commitment"). Within the limits of each Canadian Bank's Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(a), prepay under Section 2.07 and reborrow under this Section 2.01(a) or convert or continue such Loans under Section 2.04, provided that no borrowing, reborrowing, conversion or continuation of Loans may be made after the end of the Initial Term or, if the Initial Term is extended in accordance with Section 2.09, the applicable Extension Date. (b) Each US Bank severally agrees, on the terms and conditions set forth herein, to make Base Rate Loans, LIBOR Loans and, in respect of the Swing Line Lender only, the Swing Line Loans to the US Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesDate, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding the amount set forth opposite such Bank's on Schedule 2.01 next to its name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, amount as the same may be reduced pursuant to the terms under Section 2.07 or as a result of this Agreementone or more assignments under Section 11.08, being such a US Bank's "Revolving Commitment"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuance, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit shall not exceed the amount of the Aggregate Commitment. Within the limits of the Aggregate each US Bank's Commitment, and subject to the other terms and conditions hereof, the US Borrower may borrowborrow under this Section 2.01(b), prepayprepay under Section 2.07 and reborrow under this Section 2.01(b) or convert or continue such Loans under section 2.06, and reborrowprovided that no borrowing, reborrowing, conversion or continuation of Loans may be made after the end of the Initial Term or, if the Initial Term is extended in accordance with Section 2.09, the applicable Extension Date.

Amounts and Terms of Commitments. (a) The Facility A Revolving Credit. Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances Loans to the Borrower Company (each such loan, a "Facility A Revolving Loan") from time to time on any Business Day during the period from the Closing Date to the Facility A Termination Date Date, in an aggregate amount not to exceed at any time outstanding, the amount set forth on Schedule 2.01(a) (such amount, as the same may be extended pursuant reduced under Section 2.05 or as a result of one or more assignments under Section 11.08, the Bank's "Facility A Commitment"). Within the limits of each Bank's Facility A Commitment, and subject to the other terms and conditions of this Agreement, the Company may borrow under this Subsection 2.01(a), prepay under Section 2.09 hereof2.06 and reborrow under this Subsection 2.01(a); and the Administrative Agent . (b) The Facility B Revolving Credit. Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Swing-Line Advances Loans to the Borrower Company (each such loan, a "Facility B Revolving Loan") from time to time on any Business Day during the period from the Closing Date to the Facility B Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agreeDate, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding, the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount lesser of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" following (such amount, as the same may be reduced pursuant to under Section 2.05 or as a result of one or more assignments under Section 11.08, the terms of this Agreement, being such Bank's "Revolving Facility B Commitment"): (i) the Bank's Pro Rata Share of the current Borrowing Base and (ii) the amount set forth on Schedule 2.01(b); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuance, that the aggregate principal amount Effective Amount of all outstanding Advances, all outstanding Swing-Line AdvancesFacility B Revolving Loans, and the Effective Amount of all outstanding Letters of Credit L/C Obligations, shall not at any time exceed the amount of the Aggregate Commitmentcombined Facility B Commitments. Within the limits of the Aggregate each Bank's Facility B Commitment, and subject to the other terms and conditions hereofof this Agreement, the Borrower Company may borrowborrow under this Subsection 2.01(b), prepay, prepay under Section 2.06 and reborrowreborrow under this Subsection 2.01(b).

Amounts and Terms of Commitments. (a) Each Bank Lender severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower (the “Revolving Loans”) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date Date, in an aggregate amount not to exceed at any time the amount set forth on Schedule 2.01 for such Lender (such amount, as the same may be extended pursuant to reduced under Section 2.09 hereof2.05 or as a result of one or more assignments under Section 11.08, the Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans (exclusive of Revolving Loans, Swing Line Loans and L/C Obligations which are repaid with the Administrative Agent agreesproceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, Swing Line Loans and L/C Obligations, shall not at any time exceed the aggregate Revolving Loan Commitment set forth on Schedule 2.01, as such may be reduced under Section 2.05; and provided further, that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all Swing Loan Loans and L/C Obligations shall not at any time exceed such Lender’s Revolving Loan Commitment. Within the limits of each Lender’s Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.06 and reborrow under this Section 2.01(a). (b) Subject to the terms and conditions hereinafter set forthforth herein, to the Swing Line Bank, in reliance upon the agreements of the other Lenders set forth in Section 2.03(b), may, in its sole discretion make Swing-Line Advances loans to the Borrower (the “Swing Line Loans”) from time to time on any Business Day during the period from the Closing Date to the Swing Line Termination Date in an aggregate principal amount at any one time outstanding not to exceed $15,000,000 (as the same may be extended pursuant to Section 2.09 hereof“Swing Line Loan Maximum Amount”); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDED, HOWEVER, thatprovided, after giving effect to any Borrowing, any Swing-Borrowing of Swing Line Borrowing or any IssuanceLoans, the aggregate principal amount Effective Amount of all outstanding AdvancesSwing Line Loans shall not at any time exceed the Swing Line Loan Maximum Amount; and provided, further, that the Effective Amount of all outstanding Revolving Loans, Swing Line Loans and L/C Obligations shall not at any time exceed the aggregate Revolving Loan Commitment. Prior to the Swing Line Termination Date, the Borrower may use the Swing Line Loan Maximum Amount by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all outstanding Swing-Line Advances, and all outstanding Letters of Credit shall not exceed in accordance with the amount of the Aggregate Commitment. Within the limits of the Aggregate Commitment, and subject to the other terms and conditions hereof, . All Swing Line Loans shall bear interest at the Borrower may borrow, prepay, Swing Line Rate and reborrowshall not be entitled to be converted into Loans that bear interest at any other rate.

Amounts and Terms of Commitments. (a) Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date in an aggregate amount not to exceed at any time outstanding, together with such Bank's participation, if any, in Swingline Loans then outstanding, the amount set forth on Schedule 2.01 (such amount, as the same may be extended pursuant reduced under Section 2.08 or as a result of one or more assignments under Section 10.08, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing, the aggregate principal amount of all outstanding Loans shall not at any time exceed the combined Commitments. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this subsection 2.01(a), prepay under Section 2.09 hereofand reborrow under this subsection 2.01(a); and the Administrative Agent . (b) The Swingline Bank agrees, on the terms and conditions hereinafter set forthforth herein, to make Swing-Line Advances a portion of the combined Commitments of all the Banks available to the Borrower Company by making swingline loans (each such loan a "Swingline Loan") to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant Date, in an aggregate principal amount not to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the outstanding $25,000,000 (as such amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to under Section 2.08 or as a result of one or more assignments under Section 10.08, the terms of this Agreement, being such Swingline Bank's "Revolving Swingline Commitment"), notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Committed Loans, may exceed the Swingline Bank's Commitment; PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof a Swingline Loan, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit Loans shall not at any time exceed the amount of the Aggregate Commitmentcombined Commitments. Within the limits of the Aggregate Commitmentforegoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this subsection 2.01(b), prepay, prepay under Section 2.09 and reborrowreborrow under this subsection 2.01(b).

Amounts and Terms of Commitments. Each Bank U.S. Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances Loans in Dollars to the Borrower Company (each such Loan, a “Revolving Loan”) and to participate (pursuant to Section 2.15) in the Letters of Credit issued by the Issuer on the application of the Company, from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesDate, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding the amount set forth opposite such Bank's U.S. Lender’s name in SCHEDULE 1 Schedule 2.1 under the heading "“Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" ” (such amount, as the same (a) may be reduced from time to time (in accordance with such U.S. Lender’s Commitment Percentage) pursuant to the terms Section 2.5 or (b) may be reduced from time to time, as a result of this Agreementone or more assignments pursuant to Section 10.8, being is hereafter referred to as such Bank's "Revolving U.S. Lender’s “Commitment"”); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Revolving Borrowing or issuance of any IssuanceLetter of Credit, (i) the sum of the aggregate principal amount of all outstanding AdvancesRevolving Loans, the aggregate outstanding amount of all outstanding Swing-Swing Line AdvancesLoans and the U.S. LC Amount, and all outstanding Letters of Credit shall not exceed the Revolving Loan Maximum Amount at such time minus the Canadian Sublimit, and (ii) the sum of the aggregate principal amount of all outstanding Revolving Loans of any U.S. Lender, plus such U.S. Lender’s Commitment Percentage of the Aggregate CommitmentU.S. LC Amount, plus such U.S. Lender’s Commitment Percentage of all outstanding Swing Line Loans, shall not exceed such U.S. Lender’s Commitment minus the Canadian Commitment of such U.S. Lender’s related Canadian Lender. Within the limits of the Aggregate each U.S. Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this subsection 2.1, prepayprepay pursuant to Section 2.6 and reborrow pursuant to this subsection 2.1. No U.S. Lender shall be obligated to make available its Commitment Percentage of any Revolving Loans during the existence of any Event of Default or a Default. Immediately prior to the effectiveness of this Agreement, the principal balance of “Revolving Loans” under and reborrowas defined in the Original Credit Agreement is $120,973,000 and as of the Closing Date such “Revolving Loans” shall continue to remain outstanding and constitute Revolving Loans under this Agreement. Upon the execution and delivery of this Agreement, the indebtedness, obligations and other liabilities (including, without limitation, interest and fees accrued to the date hereof) of the Company governed by the Original Credit Agreement (collectively, the “Prior Obligations”) shall continue to be in full force and effect, but shall be governed by the terms and conditions set forth in this Agreement. The execution and delivery of this Agreement shall constitute an amendment, replacement and restatement, but not a novation or repayment, of the Prior Obligations.

Amounts and Terms of Commitments. (i) Each Term A Bank severally agrees, subject to the terms and conditions hereinafter set forth, (A) to make a term loan (each, an "Initial Term A Loan") to the Borrower on the Effective Date (and not -------------------- thereafter) in an aggregate principal amount not to exceed the Initial Term A Loan Commitment of such Term A Bank and (B) to make an additional term loan (each, an "Additional Term A Loan" and, together with the each Initial ---------------------- Term A Loan, collectively, the "Term A Loans") to the Borrower, on any ------------ Business Day during the period from the Effective Date until the Additional Term A Loan Commitment terminates as hereinafter provided, in an aggregate principal amount not to exceed the Additional Term A Loan Commitment of such Term A Bank; provided however that the aggregate principal amount of -------- all outstanding Term A Loans made under the Term A Commitments shall not exceed the Aggregate Term A Commitment. Within such limits, and subject to the other terms and conditions of this Agreement, the Borrower may borrow Term A Loans under this Section 2.01(a)(i) and under Section 2.01(c); ------------------ --------------- provided that amounts borrowed as Term A Loans which are repaid or prepaid -------- may not be reborrowed. The Initial Term A Loan Commitments shall automatically and permanently terminate effective as of June 15, 2001, and the Additional Term A Loan Commitments shall automatically and permanently terminate effective as of the earliest of to occur of (x) June 15, 2001, if the Initial Term A Loans have not been funded in full by such date, (y) the date that the Term A Banks fund any Additional Term A Loan and (z) the date that is eighteen months after the Effective Date. (ii) Each Term B Bank severally agrees, subject to the terms and conditions hereinafter set forth, to make Advances a term loan (each, a "Term B ------ Loan") to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Effective Date (as and not thereafter) in an aggregate principal amount not to exceed the same may be extended pursuant to Section 2.09 hereof)Term B Loan Commitment of such Term B Bank; and the Administrative Agent agrees, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDED, HOWEVER, that, provided however that after giving effect to any Borrowing, any Swing-Line Borrowing or any IssuanceTerm B Loan -------- made under a Term B Commitment, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit Term B Loans made under the Term B Commitments shall not exceed the amount of the Aggregate Term B Commitment. Within the limits of the Aggregate Commitmentsuch limits, and subject to the other terms and conditions hereofof this Agreement, the Borrower may borrowborrow Term B Loans under this Section 2.01(a)(ii); provided that amounts borrowed as ------------------- -------- Term B Loans which are repaid or prepaid may not be reborrowed. The Term B Commitments shall automatically and permanently terminate effective as of June 15, prepay2001. (iii) Term Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or a combination thereof, and reborrowas determined by the Borrower pursuant to Section 2.03(b) or Section 2.04.

Amounts and Terms of Commitments. (a) Each Bank severally ------------------------------------ agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans (each such loan a "Revolving Loan") to the Borrower Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant Date, in an aggregate principal amount not to Section 2.09 hereof); and the Administrative Agent agrees, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from exceed at any time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advancesoutstanding, together with such Bank's share Commitment Percentage of funding for any Letter of Credit upon negotiation by the beneficiary thereofall Swingline Loans then outstanding, shall not exceed at any time the amount set forth opposite on Schedule 2.01 (as such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate Schedule is deemed modified pursuant to this Article II or Article III or Section 10.07) (as such amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be increased or reduced pursuant to the terms of this AgreementSections 2.06, being 2.07, 2.08, 2.09, 3.06, 3.07 or 8.02, such Bank's "Revolving Commitment"); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof Revolving Loans, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, Revolving Loans and all outstanding Letters of Credit Swingline Loans shall not at any time exceed the amount combined Commitments of all the Aggregate CommitmentBanks. Within the limits of the Aggregate each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this Section 2.01(a), prepayprepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) The Swingline Bank agrees, on the terms and conditions set forth herein, to make a portion of the combined Commitments of all the Banks available to the Company by making swingline loans (each such loan a "Swingline Loan") to the Company from time to time on any Business Day during --------------- the period from the 364-Day Credit Agreement Termination Date to the Revolving Termination Date, in an aggregate principal amount not to exceed at any time outstanding $50,000,000 (as such amount may be reduced pursuant to Sections 2.07, 2.08, 2.09, 3.06 or 8.02, the Swingline Bank's "Swingline Commitment"), -------------------- notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Revolving Loans, may exceed the Swingline Bank's Commitment; provided, however, that, after giving effect to any Borrowing of a -------- ------- Swingline Loan, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the combined Commitments of all the Banks. Within the foregoing limits, and reborrowsubject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(b), prepay under Section 2.09(a) and reborrow pursuant to this Section 2.01(b).

Amounts and Terms of Commitments. (a) Each Bank severally --------------------------------- agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans (each such loan a "Revolving Loan") to the Borrower Company from time to time on any Business Day -------------- during the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant Date, in an aggregate principal amount not to Section 2.09 hereof); and the Administrative Agent agrees, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from exceed at any time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advancesoutstanding, together with such Bank's share Commitment Percentage of funding for any Letter of Credit upon negotiation by the beneficiary thereofall Swingline Loans then outstanding, shall not exceed at any time the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate on Schedule 2.01 ------------- (as such Schedule is deemed modified pursuant to this Article II or Article III or Section 10.07) (as such amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be increased or reduced pursuant to the terms of this AgreementSections 2.06, being 2.07, 2.08, 2.09, 3.06, 3.07 or 8.02, such Bank's "Revolving Commitment"); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuance-------- ------- of Revolving Loans, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, Revolving Loans and all outstanding Letters of Credit Swingline Loans shall not at any time exceed the amount combined Commitments of all the Aggregate CommitmentBanks. Within the limits of the Aggregate each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this Section 2.01(a), prepayprepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) The Swingline Bank agrees, on the terms and conditions set forth herein, to make a portion of the combined Commitments of all the Banks available to the Company by making swingline loans (each such loan a "Swingline Loan") to the Company from time to time on any Business Day during ------- the period from the Closing Date to the Revolving Termination Date, in an aggregate principal amount not to exceed at any time outstanding $50,000,000 (as such amount may be reduced pursuant to Sections 2.07, 2.08, 2.09, 3.06 or 8.02, the Swingline Bank's "Swingline Commitment"), notwithstanding the fact -------------------- that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Revolving Loans, may exceed the Swingline Bank's Commitment; provided, however, that, after giving effect to any Borrowing of a Swingline -------- ------- Loan, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the combined Commitments of all the Banks. Within the foregoing limits, and reborrowsubject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(b), prepay under Section 2.09(a) and reborrow pursuant to this Section 2.01(b).

Amounts and Terms of Commitments. Each The Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the any Borrower (each such loan, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Date date hereof to the Revolving Termination Date Date, in an aggregate principal Dollar Equivalent amount not to exceed (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agrees, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed a) $20,000,000 at any time the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding outstanding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" all Borrowers (such amount, amount as the same may be reduced pursuant to Section 2.6 or as a result of one or more assignments pursuant to Section 9.8, the terms of this Agreement, being such Bank's "Revolving Commitment"), (b) the Aggregate Commitment Sublimit at any time outstanding for the Foreign Borrowers, or (c) with respect to any Foreign Borrower, the Individual Commitment Sublimit applicable thereto; PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing of Revolving Loans or any Issuanceissuance of a Letter of Credit, the aggregate principal Dollar Equivalent amount of all outstanding AdvancesRevolving Loans plus the aggregate Dollar Equivalent amount of outstanding LC Obligations shall not exceed (a) the Commitment, (b) with respect to the Foreign Borrowers, the Aggregate Commitment Sublimit, (c) with respect to any Foreign Borrower, the Individual Commitment Sublimit applicable thereto. Anything herein to the contrary notwithstanding, the aggregate outstanding Dollar Equivalent amount at any one time of all Loans plus the aggregate amount of outstanding Swing-Line Advances, and all outstanding Letters of Credit LC Obligations at such time shall not exceed the amount equal to the Commitment less the outstanding obligations of Middleby (the Aggregate Commitment"BA Leasing Obligations") at such time under the BA Leasing Documents. Middleby agrees that the BA Leasing Obligations shall be paid in full on or prior to December 31, 2000. Within the limits of the Aggregate Bank's Commitment, and subject to the other terms and conditions hereof, the each Borrower may borrowborrow under this Section 2.1, prepay, prepay pursuant to Section 2.6 and reborrowreborrow pursuant to this Section 2.1.

Amounts and Terms of Commitments. (a) Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesDate, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with exceed such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof’s Commitment; provided, shall not exceed at any time the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDED, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuance, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit Loans shall not at any time exceed the amount combined Commitments of all the Aggregate CommitmentBanks. Within the limits of the Aggregate each Bank’s Commitment, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this Section 2.01(a), prepayprepay under Section 2.06 and reborrow under this Section 2.01(a). (b) The Company may, from time to time, but no more than twice in any fiscal year of the Company, upon at least 30 days’ notice to the Agent (which shall promptly provide a copy of such notice to the Banks), propose to increase the amount of the Banks’ Commitments by an aggregate amount not to exceed $25,000,000 for all such fiscal years, in minimum increments of either (x) $10,000,000 or any multiple of $5,000,000 in excess thereof or (y) the entire remaining amount of the increase permitted under this subsection (b) (in either case, the amount of any such increase, the “Proposed Increased Commitments”). Such notice shall set forth (i) the amount of the Proposed Increased Commitments being requested, and reborrow(ii) the date on which such Proposed Increased Commitments are requested to become effective. Each Bank party to this Agreement at the time of the delivery of such notice shall have the right (but no obligation), for a period of 15 days following receipt of such notice, to elect by notice to the Company and the Agent to increase its Commitment by an amount equal to up to that portion of the Proposed Increased Commitments which bears the same ratio to the Proposed Increased Commitments as such Bank’s Commitment immediately prior to the Commitment Increase Date bears to the aggregate Commitments immediately prior to the Commitment Increase Date (as to each Bank, its “Proportionate Amount”). (c) If any Bank party to this Agreement shall not elect to increase its Commitment pursuant to subsection (b) of this Section or shall elect to increase its Commitment for less than its Proportionate Amount, the Company may designate one or more financial institutions (which may be, but need not be, one or more of the existing Banks, but which shall be an Eligible Assignee), which at the time agree to (i) in the case of any such financial institution that is an existing Bank, increase its Commitment for all or a portion of the unsubscribed Proposed Increased Commitments, and (ii) in the case of any other such financial institution (an “Additional Bank”), become a party to this Agreement and make a Commitment for all or a portion of the unsubscribed Proposed Increased Commitments, provided that the Commitment of each such Additional Bank either (x) equals or exceeds $10,000,000 or (y) equals the entire unsubscribed amount of the Proposed Increased Commitments. The sum of the increases in the Commitments of the existing Banks pursuant to this subsection (c) plus the Commitments of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Proposed Increased Commitments. (d) An increase in the aggregate amount of the Commitments pursuant to this Section 2.01 shall become effective upon the receipt by the Agent of the following: (i) a certificate signed by a Responsible Officer dated as of the date of such increase (the “Commitment Increase Date”) in form and substance satisfactory to the Agent stating that the following statements are true on such Commitment Increase Date, before and after giving effect to the increase in the commitments: (a) the representations and warranties of each Loan Party contained in Article V or in any other Loan Document are true and correct in all material respects on and as of such Commitment Increase Date, with the same effect as if made on and as of such Commitment Increase Date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date); provided that, if a representation and warranty is generally qualified as to materiality, with respect to such representation and warranty the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition, and (b) no Default or Event of Default exists, or would result from such increase; and (ii) an agreement in form and substance reasonably satisfactory to the Agent signed by the Company, by each Additional Bank and by each other Bank whose Commitment is to be increased, setting forth the new Commitments of such Banks and Additional Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Company with respect to the Proposed Increased Commitments and such opinions of counsel for the Company with respect to the Proposed Increased Commitments (which may be provided by in-house counsel of the Company; provided that opinions with respect to enforceability and regulations of the FRB shall be provided by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or a comparable outside counsel and, in each case, shall be consistent with those delivered on the Closing Date) as the Agent may reasonably request.

Amounts and Terms of Commitments. (a) Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower Company (each such loan, a "Syndicated Loan") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesDate, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 on Schedule 2.1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to under Sections 2.5 or 2.7 or as a result of one or more assignments under Section 11.8, the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof Syndicated Loans, the aggregate principal amount Effective Amount of all outstanding Advances, Syndicated Loans and Swingline Loans and the Effective Amount of all outstanding Swing-Line Advances, L/C Obligations (1) shall not exceed $40,000,000; (2) shall not at any time exceed the Aggregate Commitment; and all outstanding Letters of Credit (3) shall not exceed the amount Borrowing Base; and provided further, that the Effective Amount of the Aggregate Syndicated Loans of any Bank plus such Bank's participation in the Effective Amount of all Swingline Loans, if any, and all L/C Obligations shall not at any time exceed such Bank's Commitment. Within the limits of the Aggregate each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this Section 2.1, prepayprepay under Section 2.6 and reborrow under this Section 2.1. This amendment and restatement of the 1996 Facility B Credit Agreement shall not be deemed a repayment, satisfaction, cancellation, or novation of the loans outstanding thereunder or any other obligations of the Company under the 1996 Facility B Credit Agreement or any of the "Loan Documents" (as defined therein), which shall instead continue and reborrowconstitute Obligations hereunder and under the other Loan Documents; provided, however, that upon the Closing Date, all outstanding "Loans" under and as defined in the 1996 Facility B Credit Agreement, subject to Section 4.4 thereof, shall be prepaid in full with the proceeds of Loans hereunder or from other funds.

Amounts and Terms of Commitments. Each Bank Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances Loans to the Borrower Company (each such Loan, a “Revolving Loan”) and to participate (pursuant to Section 2.15) in the Letters of Credit issued by the Issuer, from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesDate, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding the amount set forth opposite such Bank's Lender’s name in SCHEDULE 1 Schedule 2.1 under the heading "“Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" ” (such amount, as the same (a) may be reduced from time to time (in accordance with such Lender’s Commitment Percentage) pursuant to the terms Section 2.5 or (b) may be reduced from time to time, as a result of this Agreementone or more assignments pursuant to Section 10.8, being is hereafter referred to as such Bank's "Revolving Lender’s “Commitment"”); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Revolving Borrowing or issuance of any IssuanceLetter of Credit, (i) the sum of the aggregate principal amount of all outstanding AdvancesRevolving Loans, the aggregate outstanding amount of all outstanding Swing-Swing Line AdvancesLoans and the LC Amount, and all outstanding Letters of Credit shall not exceed the Revolving Loan Maximum Amount at such time and (ii) the sum of the aggregate principal amount of all outstanding Revolving Loans of any Lender, plus such Lender’s Commitment Percentage of the Aggregate LC Amount, plus such Lender’s Commitment Percentage of all outstanding Swing Line Loans, shall not exceed such Lender’s Commitment. Within the limits of the Aggregate each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this subsection 2.1, prepay, prepay pursuant to Section 2.6 and reborrowreborrow pursuant to this subsection 2.1. No Lender shall be obligated to make available its Commitment Percentage of any Revolving Loans during the existence of any Event of Default or a Default.

Amounts and Terms of Commitments. Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower Company (each such loan, a "Loan") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesDate, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 Schedule 2.1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to under Sections 2.5 or 2.7 or as a result of one or more assignments under Section 10.8, the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuance, the aggregate principal amount Effective Amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit Loans shall not at any time exceed the amount Aggregate Commitment; and provided further, that the Effective Amount of the Aggregate Loans of any Bank shall not at any time exceed such Bank's Commitment. Within the limits of the Aggregate each Bank's Commitment, and subject to the other terms and conditions hereof, until the Borrower Revolving Termination Date, the Company may borrowborrow under this Section 2.1, prepayprepay under Section 2.6 and reborrow under this Section 2.1. This amendment and restatement of the 1996 Amended and Restated Credit Agreement shall not be deemed a repayment, satisfaction, cancellation, or novation of the loans outstanding thereunder or any other obligations of the Company under the 1996 Amended and reborrow.Restated Credit Agreement or any of the "Loan Documents" (as defined therein), which shall instead continue and constitute Obligations hereunder and under the other Loan Documents; provided, however, that upon the Closing Date, all outstanding

Amounts and Terms of Commitments. (a) Each Bank Lender severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans on a revolving credit basis to the either Borrower (each such loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date to to, but not including, the Credit Termination Date Date; provided that (as i) the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agrees, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters aggregate principal Dollar Equivalent amount of Credit for the account such Lender’s Revolving Loans plus such Lender’s Pro Rata Share of the Borrower from time to time on any Business Day during Effective Amount of all L/C Obligations plus such Lender’s Pro Rata Share of the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate outstanding principal amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, all Swing Line Loans shall not exceed at any time the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Lender’s Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" ; (such amount, as the same may be reduced pursuant to the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDED, HOWEVER, that, ii) after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuance, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit Total Outstandings shall not exceed the amount Aggregate Commitment Amount; (iii) the aggregate principal Dollar Equivalent of all Revolving Loans and Swing Line Loans made to, and L/C Obligations of, B&S AG shall not exceed the Aggregate CommitmentB&S AG Sublimit; and (iv) Revolving Loans to B&S AG may only be made in Dollars or Euros. Within the limits of the Aggregate each Lender’s Commitment, and subject to the other terms and conditions hereof, the each Borrower may borrowborrow under this Section 2.01, prepayprepay pursuant to Section 2.08 and reborrow pursuant to this Section 2.01. (a) The Company may, at any time that B&S AG has no outstanding Loans, is not the account party with respect to any outstanding Letter of Credit and reborrowhas paid all of its outstanding obligations hereunder (other than any contingent indemnification or similar obligation not yet due and payable), terminate B&S AG’s status as a Borrower hereunder by written notice to the Administrative Agent (which shall promptly notify the Lenders of such termination). Thereafter, B&S AG may not become a Borrower hereunder without the consent of all Lenders.

Amounts and Terms of Commitments. (a) Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans (each such loan a "Revolving Loan") to the Borrower Company from time to time on any Business Day during the period from the Closing Date to the Revolving Commitment Termination Date Date, in an aggregate principal amount not to exceed at any time outstanding, together with such Bank's Commitment Percentage of all Swingline Loans then outstanding, the amount set forth opposite such Bank's name on Schedule 2.01 (as the same such Schedule is deemed modified pursuant to this Article II or Article III or Section 10.07) (as such amount may be extended increased or reduced pursuant to Section 2.09 hereof2.06, 2.07, 2.08, 2.09, 3.06, 3.07 or 8.02, such Bank's "Commitment"); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the Administrative Agent combined Commitments of all the Banks. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(a), prepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) Each Swingline Bank agrees, on the terms and conditions hereinafter set forthforth herein, to make Swing-Line Advances a portion of the combined Commitments of all the Banks available to the Borrower Company by making swingline loans (each such loan, a "Swingline Loan") to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Commitment Termination Date (as the same may be extended pursuant Date, in an aggregate principal amount not to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite such Bank's name outstanding $25,000,000 (or $125,000,000 in SCHEDULE 1 under the heading "Commitment", and the aggregate for all the Swingline Banks) (as such amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to the terms of this AgreementSection 2.07, being 2.08, 2.09, 3.06 or 8.02, such Swingline Bank's "Revolving Swingline Commitment"), notwithstanding the fact that such Swingline Loans, when aggregated with such Swingline Bank's outstanding Revolving Loans, may exceed such Swingline Bank's Commitment; PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof Swingline Loans, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, Revolving Loans and all outstanding Letters of Credit Swingline Loans shall not at any time exceed the amount combined Commitments of all the Aggregate CommitmentBanks. Within the limits of the Aggregate Commitmentforegoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this Section 2.01(b), prepay, prepay under Section 2.09(a) and reborrowreborrow pursuant to this Section 2.01(b).

Amounts and Terms of Commitments. (a) Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower Company (each such loan, a "Syndicated Loan") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesDate, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 on Schedule 2.1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to under Sections 2.5 or 2.7 or as a result of one or more assignments under Section 11.8, the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof Syndicated Loans, the aggregate principal amount Effective Amount of all outstanding AdvancesSyndicated Loans and Swingline Loans and the Effective Amount of all L/C Obligations (1) shall not exceed $40,000,000 and (2) shall not at any time exceed the Aggregate Commitment; and provided further, that the Effective Amount of the Syndicated Loans of any Bank plus such Bank's participation in the Effective Amount of all outstanding Swing-Line AdvancesSwingline Loans, if any, and all outstanding Letters of Credit L/C Obligations shall not at any time exceed the amount of the Aggregate such Bank's Commitment. Within the limits of the Aggregate each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this Section 2.1, prepayprepay under Section 2.6 and reborrow under this Section 2.1. This amendment and restatement of the 1996 Facility B Credit Agreement shall not be deemed a repayment, satisfaction, cancellation, or novation of the loans outstanding thereunder or any other obligations of the Company under the 1996 Facility B Credit Agreement or any of the "Loan Documents" (as defined therein), which shall instead continue and reborrowconstitute Obligations hereunder and under the other Loan Documents; provided, however, that upon the Closing Date, all outstanding "Loans" under and as defined in the 1996 Facility B Credit Agreement, subject to Section 4.4 thereof, shall be prepaid in full with the proceeds of Loans hereunder or from other funds.

Amounts and Terms of Commitments. Each The Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the any Borrower (each such loan, a "REVOLVING LOAN") from time to time on any Business Day during the period from the Closing Date date hereof to the Revolving Termination Date Date, in an aggregate principal Dollar Equivalent amount not to exceed (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agrees, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed a) $20,000,000 at any time the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding outstanding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" all Borrowers (such amount, amount as the same may be reduced pursuant to SECTION 2.6 or as a result of one or more assignments pursuant to SECTION 9.8, the terms of this Agreement, being such Bank's "Revolving CommitmentCOMMITMENT"), (b) the Aggregate Commitment Sublimit at any time outstanding for the Foreign Borrowers, or (c) with respect to any Foreign Borrower, the Individual Commitment Sublimit applicable thereto; PROVIDED, HOWEVER, that, after giving effect to any Borrowing, any Swing-Line Borrowing of Revolving Loans or any Issuanceissuance of a Letter of Credit, the aggregate principal Dollar Equivalent amount of all outstanding Advances, all Revolving Loans plus the aggregate Dollar Equivalent amount of outstanding Swing-Line Advances, and all outstanding Letters of Credit LC Obligations shall not exceed (a) the amount of Commitment, (b) with respect to the Foreign Borrowers, the Aggregate CommitmentCommitment Sublimit, (c) with respect to any Foreign Borrower, the Individual Commitment Sublimit applicable thereto. Within the limits of the Aggregate Bank's Commitment, and subject to the other terms and conditions hereof, the each Borrower may borrowborrow under this SECTION 2.1, prepay, prepay pursuant to SECTION 2.6 and reborrowreborrow pursuant to this SECTION 2.1.

Amounts and Terms of Commitments. Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower Borrowers from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agrees, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower Borrowers from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower Borrowers from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuance, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit shall not exceed the amount of the Aggregate Commitment. Within the limits of the Aggregate Commitment, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrow, prepay, and reborrow.

Amounts and Terms of Commitments. (a) The Acquisition Credit. Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower Borrowers (each such loan, an "Acquisition Loan") from time to time on any Business Day during the period from the Closing Restatement Effective Date to the Acquisition Loan Termination Date in an aggregate principal amount not to exceed at any time outstanding the amount set forth opposite such Bank's name on Schedule 2.1 (such amount as the same may be extended pursuant reduced under Section 2.5 or Section 2.7 or as reduced or increased as a result of one or more assignments under Section 11.9, the Bank's "Acquisition Commitment"). Within the limits of each Bank's Acquisition Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.09 hereof2.1(a); , prepay under Section 2.6 and reborrow under this Section 2.1(a). On the Restatement Effective Date, the aggregate outstanding principal amount of the Acquisition Loans under (and as defined in) the Existing Credit Agreement shall be (i) automatically deemed to be Acquisition Loans under this Agreement for all purposes of this Agreement and the Administrative Agent other Loan Documents and (ii) continued as Base Rate Loans or Offshore Rate Loans under this Agreement, as the case may be; provided, that any Offshore Rate Loan so continued shall be continued only until the last day of the applicable Interest Period for such Loan. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Swing-Line Advances loans to the Borrower Borrowers (each such loan, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Restatement Effective Date to the Revolving Termination Date (as the same may be extended pursuant Date, in an aggregate principal amount not to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" on Schedule 2.1 (such amount, amount as the same may be reduced pursuant to under Section 2.5 or Section 2.7 or reduced or increased as a result of one or more assignments under Section 11.9, the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDEDprovided, HOWEVER, that, that after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof Revolving Loans, the aggregate principal amount Effective Amount of all outstanding Advances, Revolving Loans plus the Effective Amount of all outstanding Swing-Line Advances, and L/C Obligations plus the Effective Amount of all outstanding Letters of Credit Swingline Loans shall not exceed the Revolving Commitments. On the Restatement Effective Date, the aggregate outstanding principal amount of the Aggregate CommitmentRevolving Loans and Special Purpose Loans under (and as defined in) the Existing Credit Agreement shall be (i) automatically deemed to be Revolving Loans under this Agreement for all purposes of this Agreement and the other Loan Documents and (ii) continued as Base Rate Loans or Offshore Rate Loans under this Agreement, as the case may be; provided, that any Offshore Rate Loan so continued shall be continued only until the last day of the applicable Interest Period for such Loan. Within the limits of the Aggregate each Bank's Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrowborrow under this Section 2.1(b), prepayprepay under Section 2.6 and reborrow under this Section 2.1(b). As a subfacility of the Banks' Revolving Commitments, and reborrowthe Borrowers may request the Issuing Bank to Issue Letters of Credit from time to time pursuant to Article III. In addition, the Borrowers may request BofA to make Swingline Loans to the Borrowers from time to time pursuant to Section 2.16.

Amounts and Terms of Commitments. (a) Each Bank Lender severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower Company (each such loan, a "REVOLVING LOAN") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on SCHEDULE 2.01 (such amount, as the same may be extended pursuant to Section 2.09 hereofreduced under SECTION 2.05 or as a result of one or more assignments under SECTION 10.08, the Lender's "REVOLVING LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the Administrative Agent agreesincurrence of, on the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, Swing Line Loans and L/C Obligations, shall not at any time exceed the combined Revolving Loan Commitments; AND PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all Swing Loan Loans and L/C Obligations shall not at any time exceed such Lend▇▇'▇ ▇evolving Loan Commitment. Within the limits of each Lender's Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this SECTION 2.01(a), prepay under SECTION 2.06 and reborrow under this SECTION 2.01(a). (b) Subject to the terms and conditions hereinafter set forthhereof, the Swing Line Bank agrees to make Swing-Line Advances loans to the Borrower Company (each such loan, a "SWING LINE LOAN") from time to time on any Business Day during the period from the Closing Date to the Swing Line Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate principal amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any one time outstanding not to exceed $10,000,000 (the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to the terms of this Agreement, being such Bank's "Revolving CommitmentSWING LINE LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing, any Swing-Borrowing of Swing Line Borrowing or any IssuanceLoans, the aggregate principal amount Effective Amount of all outstanding AdvancesSwing Line Loans shall not at any time exceed the Swing Line Loan Commitment; AND PROVIDED FURTHER, that the Effective Amount of all outstanding Revolving Loans, Swing Line Loans and L/C Obligations shall not at any time exceed the combined Revolving Loan Commitments. Prior to the Swing Line Termination Date, the Company may use the Swing Line Loan Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all outstanding Swing-Line Advances, and all outstanding Letters of Credit shall not exceed in accordance with the amount of the Aggregate Commitment. Within the limits of the Aggregate Commitment, and subject to the other terms and conditions hereof, . All Swing Line Loans shall bear interest at the Borrower may borrow, prepay, Swing Line Rate and reborrowshall not be entitled to be converted into Loans that bear interest at any other rate.

Amounts and Terms of Commitments. (a) Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans (each such loan a "REVOLVING LOAN") to the Borrower Company from time to time on any Business Day during the period from the Closing Date to the Revolving Commitment Termination Date Date, in an aggregate principal amount not to exceed at any time outstanding, together with such Bank's Commitment Percentage of all Swingline Loans then outstanding, the amount set forth opposite such Bank's name on Schedule 2.01 (as the same such Schedule is deemed modified pursuant to this Article II or Article III or Section 10.07) (as such amount may be extended increased or reduced pursuant to Section 2.09 hereofSections 2.06, 2.07, 2.08, 2.09, 3.06, 3.07 or 8.02, such Bank's "COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the Administrative Agent combined Commitments of all the Banks. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(a), prepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) Each Swingline Bank agrees, on the terms and conditions hereinafter set forthforth herein, to make Swing-Line Advances a portion of the combined Commitments of all the Banks available to the Borrower Company by making swingline loans (each such loan, a "SWINGLINE LOAN") to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Commitment Termination Date (as the same may be extended pursuant Date, in an aggregate principal amount not to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite such Bank's name outstanding $25,000,000 (or $100,000,000 in SCHEDULE 1 under the heading "Commitment", and the aggregate for all the Swingline Banks) (as such amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to the terms of this AgreementSections 2.07, being 2.08, 2.09, 3.06 or 8.02, such Swingline Bank's "Revolving CommitmentSWINGLINE COMMITMENT"), notwithstanding the fact that such Swingline Loans, when aggregated with such Swingline Bank's outstanding Revolving Loans, may exceed such Swingline Bank's Commitment; PROVIDED, HOWEVER, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof Swingline Loans, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, Revolving Loans and all outstanding Letters of Credit Swingline Loans shall not at any time exceed the amount combined Commitments of all the Aggregate CommitmentBanks. Within the limits of the Aggregate Commitmentforegoing limits, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this Section 2.01(b), prepay, prepay under Section 2.09(a) and reborrowreborrow pursuant to this Section 2.01(b).

Amounts and Terms of Commitments. (i) Each Facility A Bank severally agrees, on and subject to the terms and conditions hereinafter set forthforth herein, to make Advances Facility A Domestic Loans to the Borrower Company from time to time as requested by the Company, in accordance with Sections 2.3 and 11.2 on any Business Day during the period from the Closing Date to the Facility A Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesDate, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding a Dollar Equivalent amount equal to the amount set forth opposite such Bank's its name in SCHEDULE 1 the column under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "CommitmentFacility A Commitments" on Schedule 2.1 (such amount, amount as the same may be reduced pursuant to under Section 2.5 or as a ------------ result of one or more assignments under Section 11.8, the terms of this Agreement, being such Bank's "Revolving Facility A ---------- Commitment"); PROVIDEDprovided, HOWEVERhowever, that, (i) after giving effect to any Borrowing, ----------- -------- ------- (A) the Total Utilization of Facility A Commitments shall not at any Swing-Line Borrowing or any Issuance, time exceed the combined Facility A Commitments and (B) the sum of (x) the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, Facility B Loans to the Company and all outstanding Letters (y) the Total Utilization of Credit Facility A Commitments shall not at any time exceed the Commitments; (ii) the Total Utilization of Facility A Commitments of any Facility A Bank (taking into account any Canadian Participations when determining the Total Utilization of Facility A Commitments of a Facility A Canadian Bank) shall not exceed its Facility A Commitment; and (iii) any Facility A Domestic Loan to the amount of Company shall be made by the Aggregate CommitmentFacility A Domestic Banks to the Company and shall be denominated and payable in Dollars and no other currency. Within the limits of the Aggregate each Bank's Facility A Commitment, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this Section 2.1(a)(i), prepayprepay under Section 2.6 and reborrow under this Section 2.1(a)(i). The aggregate of all Facility A Commitments hereunder on the date of this Agreement is $400,000,000. (A) Each Facility A Canadian Bank severally agrees, on and subject to the terms and conditions set forth herein, to make Facility A Canadian Loans to Medis from time to time as requested by Medis in accordance with Section 2.3 and 11.2 during the period from the Closing Date to the Facility A Termination Date, in an aggregate amount equivalent to its Facility A Canadian Pro Rata Share of the Dollar Equivalent of the Facility A Canadian Commitments. The original Dollar Equivalent of each Facility A Canadian Bank's Facility A Canadian Commitment is set forth opposite its name on Schedule 2.1 annexed ------------ hereto; provided, however, that, (i) after giving effect to any Borrowing, (A) -------- ------- the Total Utilization of Facility A Commitments shall not at any time exceed the combined Facility A Commitments, (B) Medis shall be a Wholly-Owned Subsidiary of the Company and (C) the sum of (x) the aggregate principal amount of all outstanding Facility B Loans to the Company and (y) the Total Utilization of Facility A Commitments shall not at any time exceed the Commitments; (ii) the Total Utilization of Facility A Commitments of any Facility A Bank (taking into account any Canadian Participations when determining the Total Utilization of Facility A Commitments of a Facility A Canadian Bank) shall not exceed its Facility A Commitment; and (iii) all Facility A Loans to Medis shall be made by the Facility A Canadian Banks, shall be Offshore Rate Loans or Canadian Prime Rate Loans denominated and payable in Canadian Dollars and no other currency and shall not be Base Rate Loans, and reborrowthe Total Utilization of Facility A Canadian Commitments shall at no time exceed the Facility A Canadian Commitments. Within the limits of each Bank's Facility A Canadian Commitment, and subject to the other terms and conditions hereof, Medis may borrow under this Section 2.1(a)(ii), prepay under Section 2.6 and reborrow under this Section 2.1(a)(ii). The aggregate Dollar Equivalent of the Facility A Canadian Commitments is $100,000,000. (1) Subject to subsection 2.1(a)(ii)(B)(2) below, each Facility A Bank that is not a Facility A Canadian Bank shall be deemed to have purchased, and hereby agrees to purchase, a participation in each outstanding Facility A Canadian Loan in an amount equal to its Facility A Pro Rata Share of the unpaid amount of such Facility A Canadian Loan together with accrued interest thereon (each, a "Canadian Participation"), such Canadian Participation to be governed ---------------------- by this subsection 2.1(a)(ii)(B) and not by subsection 11.8(d) hereof. Only upon demand from any Facility A Canadian Bank on or after the date of (X) any Event of Default under subsections 9.1(a), 9.1(f) or 9.1(g) or (Y) an acceleration of the maturity pursuant to subsection 9.2(b) of any amounts owing to the Facility A Canadian Banks under this Agreement (the date of such demand, the "Participation Funding Date"), each such Facility A Bank that has purchased -------------------------- a Canadian Participation (each a "Canadian Participant") shall deliver to the -------------------- Canadian Administrative Agent an amount equal to its Canadian Participation in same day funds and in Canadian Dollars at the Canadian Administrative Agent's Payment Office for distribution to Facility A Canadian Banks in accordance with their Facility A Canadian Pro Rata Share. If any amount required to be paid by any Canadian Participant pursuant to this subsection 2.1(a)(ii)(B) is not paid to the Canadian Administrative Agent when due but is paid within three Business Days after the date such payment is due, such Canadian Participant shall pay to the Canadian Administrative Agent for distribution to Facility A Canadian Banks on demand an amount equal to the product of (i) such amount, times (ii) the Overnight Canadian Rate, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If such amount required to be paid by any Canadian Participant pursuant to this subsection 2.1(a)(ii)(B) is not in fact made available to the Canadian Administrative Agent within three Business Days after the date such payment is due, the Canadian Administrative Agent shall be entitled to recover from such Canadian Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum equal to the rate applicable thereto in accordance with the preceding sentence plus the Applicable Margin in respect of Facility A Loans. A certificate of the Canadian Administrative Agent submitted to any Canadian Participant with respect to any amounts owing under this subsection 2.1(a)(ii)(B) shall be conclusive in the absence of manifest error. In the event the Canadian Administrative Agent receives a payment with respect to any Facility A Canadian Loan in which Canadian Participations have been purchased and as to which the purchase price has been requested by the Canadian Administrative Agent and delivered by a Canadian Participant as in this subsection 2.1(a)(ii)(B) provided, the Canadian Administrative Agent shall promptly distribute to such Canadian Participant its share of such payment based on its Canadian Participation. If the Canadian Administrative Agent shall pay any amount to a Canadian Participant pursuant to this subsection 2.1(a)(ii)(B) in the belief or expectation that a related payment has been or will be received or collected and such related payment is not received or collected by the Canadian Administrative Agent, then such Canadian Participant will promptly on demand by the Canadian Administrative Agent return such amount to the Canadian Administrative Agent, together with interest thereon at such rate as the Canadian Administrative Agent shall determine to be customary between banks for correction of errors. If the Canadian Administrative Agent determines at any time that any amount received or collected by the Canadian Administrative Agent pursuant to this Agreement is to be returned to Medis under this Agreement or paid to any other Person or entity pursuant to any insolvency law, any sharing clause in this Agreement, or otherwise, then, notwithstanding any other provision of this Agreement, the Canadian Administrative Agent shall not be required to distribute any portion thereof to any Canadian Participant, and each such Canadian Participant will promptly on demand by the Canadian Administrative Agent repay any portion that the Canadian Administrative Agent shall have distributed to such Canadian Participant, together with interest thereon at such rate, if any, as the Canadian Administrative shall pay to Medis or such other Person or entity with respect thereto. If any amounts returned to Medis or reimbursed by a Canadian Participant pursuant to this subsection 2.1(a)(ii)(B) are later recovered by the Canadian Administrative Agent, the Canadian Administrative Agent shall promptly pay to each Canadian Participant a proportionate share based on such Canadian Participant's Canadian Participation. (2) Notwithstanding any other provision of this Agreement, each Facility A Bank agrees that, prior to the Participation Funding Date, all amounts paid or credited by Medis under this Agreement to a Facility A Canadian Bank shall be received by such Facility A Canadian Bank (a) for its own benefit and account or (b) as agent for or for the account of an Eligible Assignee in respect of the Facility A Canadian Loans, and not otherwise as agent for or on behalf of any other Person. (b) Each Facility B Bank severally agrees, on and subject to the terms and conditions set forth herein, to make Base Rate Loans or Offshore Rate Loans denominated in Dollars to the Company from time to time as requested by the Company in accordance with Sections 2.3 and 11.2 on any Business Day (I) as Facility B Revolving Loans during the period from the Closing Date to but not including the Facility B Revolving Termination Date and (II) as Term Loans on the Facility B Revolving Termination Date in accordance with the terms of Section 2.15, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite its name in the column under the heading "Facility B Commitments" on Schedule 2.1 (such amount, as the same may be reduced under ------------ Section 2.5 or as a result of one or more assignments under Section 11.8, the Bank's "Facility B Commitment"); provided, however, that, after giving effect to --------------------- -------- ------- any Borrowing, (i) the aggregate principal amount of all outstanding Facility B Loans to the Company shall not at any time exceed the combined Facility B Commitments and (ii) the sum of (A) the aggregate principal amount of all outstanding Facility B Loans to the Company and (B) the Total Utilization of Facility A Commitments shall not at any time exceed the Commitments. Within the limits of each Bank's Facility B Commitment, and subject to the other terms and conditions hereof, the Company may, until the Facility B Revolving Termination Date, borrow under this Section 2.1(b), prepay under Section 2.6 and reborrow under this Section 2.1(b); provided further that no Facility B Loan to the -------- ------- Company shall be denominated in or payable in a currency other than Dollars. The aggregate of all Facility B Commitments hereunder on the date of this Agreement is $800,000,000.

Amounts and Terms of Commitments. (a) Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower Company (each such loan, a "Syndicated Loan") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesDate, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 on Schedule 2.1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to under Sections 2.5 or 2.7 or as a result of one or more assignments under Section 11.8, the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof Syndicated Loans, the aggregate principal amount Effective Amount of all outstanding AdvancesSyndicated Loans and Swingline Loans and the Effective Amount of all L/C Obligations (1) shall not exceed $40,000,000 until the Agent has received copies (in form and substance satisfactory to it) of amendments to subsections 4.6(a)(3) and 4.20(f) of each of the 1994, 1995 and 1996 Senior Note Agreements increasing the $40,000,000 working capital facility basket therein to $60,000,000, and (2) shall not at any time exceed the Aggregate Commitment; and provided further, that the Effective Amount of the Syndicated Loans of any Bank plus such Bank's participation in the Effective Amount of all outstanding Swing-Line AdvancesSwingline Loans, if any, and all outstanding Letters of Credit L/C Obligations shall not at any time exceed the amount of the Aggregate such Bank's Commitment. Within the limits of the Aggregate each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this Section 2.1, prepayprepay under Section 2.6 and reborrow under this Section 2.1. This amendment and restatement of the 1996 Facility B Credit Agreement shall not be deemed a repayment, satisfaction, cancellation, or novation of the loans outstanding thereunder or any other obligations of the Company under the 1996 Facility B Credit Agreement or any of the "Loan Documents" (as defined therein), which shall instead continue and reborrowconstitute Obligations hereunder and under the other Loan Documents; provided, however, that upon the Closing Date, all outstanding "Loans" under and as defined in the 1996 Facility B Credit Agreement, subject to Section 4.4 thereof, shall be prepaid in full with the proceeds of Loans hereunder or from other funds.

Amounts and Terms of Commitments. (a) Each Bank severally agrees, -------------------------------- on the terms and conditions hereinafter set forthforth herein, to make Advances loans (each such loan a "Revolving Loan") to the Borrower Company from time to time on any Business Day during -------------- the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant Date, in an aggregate principal amount not to Section 2.09 hereof); and the Administrative Agent agrees, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from exceed at any time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advancesoutstanding, together with such Bank's share Commitment Percentage of funding for any Letter of Credit upon negotiation by the beneficiary thereofall Swingline Loans then outstanding, shall not exceed at any time the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate on Schedule 2.01 (as such Schedule is ------------- deemed modified pursuant to this Article II or Article III or Section 10.07) (as such amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be increased or reduced pursuant to the terms of this AgreementSections 2.06, being 2.07, 2.08, 2.09, 3.06, 3.07 or 8.02, such Bank's "Revolving Commitment"); PROVIDEDprovided, HOWEVERhowever, that, ---------- -------- ------- after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof Revolving Loans, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, Revolving Loans and all outstanding Letters of Credit Swingline Loans shall not at any time exceed the amount combined Commitments of all the Aggregate CommitmentBanks. Within the limits of the Aggregate each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this Section 2.01(a), prepayprepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) The Swingline Bank agrees, on the terms and conditions set forth herein, to make a portion of the combined Commitments of all the Banks available to the Company by making swingline loans (each such loan a "Swingline Loan") to the Company from time to time on any Business Day --------------- during the period from the Closing Date to the Revolving Termination Date, in an aggregate principal amount not to exceed at any time outstanding $50,000,000 (as such amount may be reduced pursuant to Sections 2.07, 2.08, 2.09, 3.06 or 8.02, the Swingline Bank's "Swingline Commitment"), ---------------------- notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Revolving Loans, may exceed the Swingline Bank's Commitment; provided, however, that, after giving effect to any -------- ------- Borrowing of a Swingline Loan, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the combined Commitments of all the Banks. Within the foregoing limits, and reborrowsubject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(b), prepay under Section 2.09(a) and reborrow pursuant to this Section 2.01(b).

Amounts and Terms of Commitments. (a) Each Bank Lender severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower Company (each such loan, a "REVOLVING LOAN") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date Date, in an aggregate amount not to exceed at any time the total of the amounts set forth on SCHEDULE 2.01 (such total amount, as the same may be extended pursuant to Section 2.09 hereofreduced under SECTION 2.05 or as a result of one or more assignments under SECTION 10.08, the Lender's "REVOLVING LOAN COMMITMENT"); PROVIDED, however, that, after giving effect to any Borrowing of Revolving Loans (exclusive of Revolving Loans, Swing Line Loans and L/C Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, Swing Line Loans and L/C Obligations, shall not at any time exceed the Maximum Revolver Amount; and PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all Swing Loan Loans and L/C Obligations shall not at any time exceed such Lender's Revolving Loan Commitment. Within the limits of each Lender's Revolving Loan Commitment, and subject to Availability at such time and the Administrative Agent agreesother terms and conditions hereof, on the Company may borrow under this SECTION 2.01(a), prepay under SECTION 2.06 and reborrow under this SECTION 2.01(a). (b) Subject to the terms and conditions hereinafter set forthhereof, the Swing Line Bank agrees to make Swing-Line Advances loans to the Borrower Company (each such loan, a "SWING LINE LOAN") from time to time on any Business Day during the period from the Closing Date to the Swing Line Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate principal amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any one time outstanding not to exceed $10,000,000 (the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to the terms of this Agreement, being such Bank's "Revolving CommitmentSWING LINE LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing, any Swing-Borrowing of Swing Line Borrowing or any IssuanceLoans, the aggregate principal amount Effective Amount of all outstanding AdvancesSwing Line Loans shall not at any time exceed the Swing Line Loan Commitment; AND PROVIDED FURTHER, that the Effective Amount of all outstanding Revolving Loans, Swing Line Loans and L/C Obligations shall not at any time exceed the Maximum Revolver Amount. Prior to the Swing Line Termination Date, the Company may use the Swing Line Loan Commitment by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowing, all outstanding Swing-Line Advances, and all outstanding Letters of Credit shall not exceed in accordance with the amount of the Aggregate Commitment. Within the limits of the Aggregate Commitment, and subject to the other terms and conditions hereof, . All Swing Line Loans shall bear interest at the Borrower may borrow, prepay, Swing Line Rate and reborrowshall not be entitled to be converted into Loans that bear interest at any other rate.

Amounts and Terms of Commitments. (a) The Revolving Loans. Each Bank Lender with a Revolving Commitment ------------------- severally agrees, on the terms and conditions hereinafter set forth, (A) to make Advances convert, on the Restatement Effective Date, Original Revolving Loans made by such Lender to the Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date into a Borrowing of Revolving Loans hereunder and (B) to make, at any time and from time to time on any Business Day during the period from the Closing Restatement Effective Date to the Termination Date (as for Revolving Loans, additional Revolving Loans to the same may be extended Borrower, all of which Revolving Loans made pursuant to Section 2.09 hereof); preceding clauses (A) and the Administrative Agent agrees, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may B) shall be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding the amount set forth opposite of such BankLender's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDEDprovided, HOWEVERhowever, that, that after -------- ------- giving effect to any Revolving Borrowing, any Swing-Line Borrowing or any Issuance, the aggregate principal amount of all outstanding AdvancesRevolving Loans, together with the aggregate principal amount of all outstanding Swing-Line AdvancesSwingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) plus the aggregate amount of all outstanding Letters Letter of Credit Obligations (exclusive of unpaid drawings under any Letter of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), shall not exceed the amount lesser of the Aggregate CommitmentRevolving Commitment and the Revolving Availability. Within the limits of the Aggregate Commitmentsuch limits, and subject to the other terms and conditions hereof, the Borrower may borrowborrow Revolving Loans under this Section 2.01(a), prepayrepay pursuant --------------- to Section 2.08(a), prepay pursuant to Section 2.06 or 2.07(a) and reborrow.reborrow --------------- ------------ ------- pursuant to this Section 2.01(a). ---------------

Amounts and Terms of Commitments. (a) Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower Company (each such loan, a "TRANCHE A REVOLVING LOAN") from time to time on any Business Day during the period from the Closing Date to the Tranche A Revolving Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesDate, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding the amount set forth opposite such Bank's name in on SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" 2.01 (such amount, amount as the same may be reduced pursuant to under Section 2.05 or as a result of one or more assignments under Section 11.08, the terms of this Agreement, being such Bank's "Revolving CommitmentTRANCHE A COMMITMENT"); PROVIDED, HOWEVER, that, HOWEVER that after giving effect to any BorrowingBorrowing of Tranche A Revolving Loans, any Swing-Line Borrowing or any Issuance, (i) the aggregate principal amount Effective Amount of all outstanding Advances, Tranche A Revolving Loans and the Effective Amount of all L/C Obligations shall not at any time exceed the combined Tranche A Commitments and (ii) the Effective Amount of all outstanding Swing-Line Advances, and Tranche A Revolving Loans of any Bank plus the participation of such Bank in the Effective Amount of all outstanding Letters of Credit L/C Obligations shall not at any time exceed the amount of the Aggregate Commitmentsuch Bank's Tranche A Commitments. Within the limits of the Aggregate each Bank's Tranche A Commitment, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this Section 2.01, prepayprepay under Section 2.06 and reborrow under this Section 2.01. (b) Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Company (each such loan, a "TRANCHE B REVOLVING LOAN") from time to time on any Business Day during the period from April 30, 1997 to the Tranche A Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on SCHEDULE 2.01 (such amount as the same may be reduced under Section 2.05 or as a result of one or more assignments under Section 10.08, the Bank's "TRANCHE B COMMITMENT"); PROVIDED, HOWEVER, that after giving effect to any Borrowing of Tranche B Revolving Loans, (i) the Effective Amount of all outstanding Tranche B Revolving Loans shall not at any time exceed the combined Tranche B Commitments and (ii) the Effective Amount of the Tranche B Revolving Loans of any Bank shall not at any time exceed such Bank's Tranche B Commitment. Within the limits of each Bank's Tranche B Commitment, and reborrowsubject to the other terms and conditions hereof, the Company may borrow under this Section 2.01, prepay under Section 2.06 and reborrow under this Section 2.01.

Amounts and Terms of Commitments. (a) The Revolving Credit. Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances Loans to the Borrower Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesDate, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding, for the relevant period, the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 on Schedule 2.01 under the heading "Commitment" (such amount, as the same may be reduced pursuant to under Section 2.05 or as a result of one or more assignments under Section 10.08, the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuance(including those of Same Day Rate Loans), the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit Loans shall not at any time exceed the amount of the Aggregate Commitmentcombined Commitments. Within the limits of the Aggregate each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrower Company may borrowborrow under this subsection, prepayprepay under Section 2.06 and reborrow under this subsection. (b) The Same Day Rate Loans. (1) The Revolving Credit provided for in subsection (a) of this Section shall contain a facility providing for Same Day Rate Loans. If the Company wishes to borrow under this facility, and reborrow(a "Same Day Rate Loan"), it shall so notify the Agent, with a copy to BofA, in its Notice of Borrowing. Same Day Rate Loans shall be subject to the following: (A) The aggregate principal amount of outstanding Same Day Rate Loans shall not exceed $10,000,000 at any one time. (B) Same Day Rate Loans shall be made by BofA on behalf of all the Banks except that the other Banks shall not fund their share of the Same Day Rate Loans except as specified in this subsection.

Amounts and Terms of Commitments. (a) The Acquisition Credit. Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower Borrowers (each such loan, an "Acquisition Loan") from time to time on any Business Day during the period from the Closing Restatement Effective Date to the Acquisition Loan Termination Date in an aggregate principal amount not to exceed at any time outstanding the amount set forth opposite such Bank's name on Schedule 2.1 (such amount as the same may be extended pursuant to reduced under Section 2.09 hereof2.5 or Section 2.7 or as reduced or increased as a result of one or more assignments under Section 11.9, the Bank's "Acquisition Commitment"); provided, that the Effective Amount of all outstanding Specified Acquisition Loans shall not exceed $30,000,000. Within the limits of each Bank's Acquisition Commitment and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.1(a), prepay under Section 2.6 and reborrow under this Section 2.1(a). On the Restatement Effective Date, the aggregate outstanding principal amount of the Acquisition Loans under (and as defined in) the Existing Credit Agreement shall be (i) automatically deemed to be Acquisition Loans under this Agreement for all purposes of this Agreement and the Administrative Agent other Loan Documents and (ii) continued as Base Rate Loans or Eurodollar Rate Loans under this Agreement, as the case may be; provided, that any Eurodollar Rate Loan so continued shall be continued only until the last day of the applicable Interest Period for such Loan. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Swing-Line Advances loans to the Borrower Borrowers (each such loan, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Restatement Effective Date to the Revolving Termination Date (as the same may be extended pursuant Date, in an aggregate principal amount not to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding the amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" on Schedule 2.1 (such amount, amount as the same may be reduced pursuant to under Section 2.5 or Section 2.7 or reduced or increased as a result of one or more assignments under Section 11.9, the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDEDprovided, HOWEVER, that, that after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof Revolving Loans, the aggregate principal amount Effective Amount of all outstanding Advances, Revolving Loans plus the Effective Amount of all outstanding Swing-Line Advances, and L/C Obligations plus the Effective Amount of all outstanding Letters of Credit Swingline Loans shall not exceed the Revolving Commitments. On the Restatement Effective Date, the aggregate outstanding principal amount of the Aggregate CommitmentRevolving Loans under (and as defined in) the Existing Credit Agreement shall be (i) automatically deemed to be Revolving Loans under this Agreement for all purposes of this Agreement and the other Loan Documents and (ii) continued as Base Rate Loans or Eurodollar Rate Loans under this Agreement, as the case may be; provided, that any Eurodollar Rate Loan so continued shall be continued only until the last day of the applicable Interest Period for such Loan. Within the limits of the Aggregate each Bank's Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrowborrow under this Section 2.1(b), prepayprepay under Section 2.6 and reborrow under this Section 2.1(b). As a subfacility of the Banks' Revolving Commitments, and reborrowthe Borrowers may request the Issuing Bank to Issue Letters of Credit from time to time pursuant to Article III. In addition, the Borrowers may request the Swing Line Bank to make Swingline Loans to the Borrowers from time to time pursuant to Section 2.16.

Amounts and Terms of Commitments. (a) The Term Loans. Each Term Bank severally agrees, on subject to -------------- the terms and conditions hereinafter set forth, to make Advances a term loan (each, a "Term Loan") to the Borrower on the Initial Borrowing Date (and not --------- thereafter) in an aggregate principal amount not to exceed the Term Commitment of such Term Bank; provided however that after giving effect to -------- any Term Loan made under a Term Commitment, the aggregate principal amount of all outstanding Term Loans made under the Term Commitments shall not exceed the Aggregate Term Commitment. Within such limits, and subject to the other terms and conditions of this Agreement, the Borrower may borrow Term Loans under this Section 2.01(a) and under Section 2.01(c); provided --------------- --------------- -------- that amounts borrowed as Term Loans which are repaid or prepaid may not be reborrowed. The Term Commitments shall automatically and permanently terminate effective as of January 13, 2001. Term Loans may from time to time on any Business Day during be (i) Eurodollar Loans or (ii) Base Rate Loans or a combination thereof, as determined by the period from the Closing Date to the Termination Date (as the same may be extended Borrower pursuant to Section 2.09 hereof); and the Administrative Agent 2.03(b) or --------------- Section 2.04. ------------ (b) The Revolving Loans. Each Revolving Bank severally agrees, on ------------------- subject to the terms and conditions hereinafter set forth, to make Swing-Line Advances revolving loans (each, a "Revolving Loan") to the Borrower from time to -------------- time on any Business Day Day, during the period from the Closing Date Revolving Commitment Period, in an aggregate principal amount not to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding the amount set forth opposite Revolving Commitment of such Revolving Bank's name in SCHEDULE 1 under the heading "Commitment"; provided, and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to the terms of this Agreement, being such Bank's "Revolving Commitment"); PROVIDED, HOWEVER, that, however that after -------- giving effect to any Borrowing, any Swing-Line Borrowing or any IssuanceRevolving Loan made under a Revolving Commitment, the aggregate principal amount of all outstanding Advances, Revolving Loans made under the Revolving Commitments plus the aggregate amount of all outstanding Swing-Line Advances, and all outstanding Letters ---- Letter of Credit Obligations shall not exceed the amount of the Aggregate Revolving Commitment. Within the limits of the Aggregate Commitmentsuch limits, and subject to the other terms and conditions hereof, the Borrower may borrowborrow Revolving Loans under this Section 2.01(b), prepayprepay Revolving Loans pursuant to Section 2.06 or --------------- ------------ 2.07 (a) (i) and reborrow Revolving Loans pursuant to this Section 2.01(b). ---------- --------------- Revolving Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or a combination thereof, as determined by the Borrower pursuant to Section ------- 2.03(b) and reborrow.Section 2.04. ------- ------------

Amounts and Terms of Commitments. Each Bank severally agrees, on (a) [Reserved]. (b) The Revolving Credit. (i) Subject to the terms and conditions hereinafter set forthof this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees to make Advances Loans to the Borrower Borrowers (each such Loan and each Incremental Revolving Loan (if any), a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date to through the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesFinal Availability Date, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding such ▇▇▇▇▇▇’s Revolving Loan Commitment, which Revolving Loan Commitments, as of the amount Closing Date, are set forth on Schedule 2.1(b) opposite such Bank's ▇▇▇▇▇▇’s name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, as the same may be reduced pursuant to the terms of this Agreement, being such Bank's "“Revolving Commitment")Loan Commitments”; PROVIDED, HOWEVER, provided that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuanceof Revolving Loans, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit Total Loan Balance shall not exceed the amount of the Aggregate CommitmentMaximum Loan Cap. Within the limits of the Aggregate Commitment, and subject Subject to the other terms and conditions hereof, amounts borrowed under this Section 2.1(b) may be repaid and reborrowed from time to time. (ii) [Reserved]. (iii) [Reserved]. (iv) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 3.2), Agent is authorized by the Borrower Representative and the Revolving Lenders, from time to time in Agent’s Permitted Discretion (but shall have absolutely no obligation), to make Revolving Loans to the Borrower Representative, on behalf of all Lenders at any time that any condition precedent set forth in Section 3.2 has not been satisfied or waived, which Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may borrowbe made in a principal amount that would cause the Aggregate Revolving Exposure (including such Protective Advance) to exceed the Consolidated Borrowing Base; provided that the aggregate amount of outstanding Protective Advances, prepayplus the aggregate of all other Aggregate Revolving Exposure, shall not exceed the Aggregate Revolving Loan Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 3.2 have not been satisfied or waived, and reborrowno Default or Event of Default shall result from the making of any Protective Advances solely as a result of any conditions precedent set forth in Section 3.2 not being satisfied in respect thereof. Each Protective Advance shall, for the avoidance of doubt, be secured by the Liens in favor of Agent in and to the Collateral and shall constitute Obligations hereunder. Furthermore, Required Lenders may prospectively revoke Agent’s ability to make or permit Protective Advances by written notice to Agent. Any such revocation must be in writing and shall become effective prospectively upon Agent’s receipt thereof. All Protective Advances shall constitute Base Rate Loans and shall bear interest at the Base Rate plus the Applicable Margin for Revolving Loans and the Default Rate under Section 2.3(c). The making of a Protective Advance on any one occasion shall not obligate Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 3.2 have been satisfied or waived, Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, Agent may require the Lenders to fund their risk participations described in Section 2.1(b)(v). (v) Upon the making of a Protective Advance by Agent (whether before or after the occurrence of a Default), each Revolving Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Commitment Percentage. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Protective Advance purchased hereunder, Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Protective Advance.

Amounts and Terms of Commitments. (a) Each Bank Lender severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Borrower (the “Revolving Loans”) from time to time on any Business Day during the period from the Closing Restatement Date to the Revolving Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesDate, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite on Schedule 2.01 for such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" Lender (such amount, as the same may be (x) reduced pursuant to under Section 2.05 or as a result of one or more assignments under Section 11.08 or (y) increased under Section 2.17 or as a result of one or more assignments under Section 11.08, the terms of this Agreement, being such Bank's "Lender’s “Revolving Loan Commitment"”); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any BorrowingBorrowing of Revolving Loans (exclusive of Revolving Loans, any Swing-Swing Line Borrowing or any IssuanceLoans and L/C Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, the aggregate principal amount respective incurrence of Revolving Loans), the Effective Amount of all outstanding AdvancesRevolving Loans, all outstanding Swing-Swing Line AdvancesLoans and L/C Obligations, and all outstanding Letters of Credit shall not at any time exceed the amount aggregate Revolving Loan Commitment set forth on Schedule 2.01, as such may be reduced under Section 2.05; and provided further, that the Effective Amount of the Aggregate Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all Swing Line Loans and L/C Obligations shall not at any time exceed such Lender’s Revolving Loan Commitment. Within the limits of the Aggregate each Lender’s Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Borrower may borrowborrow under this Section 2.01(a), prepayprepay under Section 2.06 and reborrow under this Section 2.01(a). (b) Subject to the terms and conditions set forth herein, the Swing Line Bank, in reliance upon the agreements of the other Lenders set forth in Section 2.03(b), may, in its sole discretion make loans to the Borrower (the “Swing Line Loans”) from time to time on any Business Day during the period from the Restatement Date to the Swing Line Termination Date in an aggregate principal amount at any one time outstanding not to exceed the Swing Line Loan Maximum Amount; provided, after giving effect to any Borrowing of Swing Line Loans, the Effective Amount of all outstanding Swing Line Loans shall not at any time exceed the Swing Line Loan Maximum Amount; and provided, further, that the Effective Amount of all outstanding Revolving Loans, Swing Line Loans and L/C Obligations shall not at any time exceed the aggregate Revolving Loan Commitment set forth on Schedule 2.01, as such may be reduced under Section 2.05. Prior to the Swing Line Termination Date, the Borrower may use the Swing Line Loan Maximum Amount by borrowing, prepaying the Swing Line Loans in whole or in part, and reborrowreborrowing, all in accordance with the terms and conditions hereof. All Swing Line Loans shall bear interest at the Swing Line Rate and shall not be entitled to be converted into Loans that bear interest at any other rate.

Amounts and Terms of Commitments. (a) Each Canadian Bank severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Prime Rate Loans to the Company from time to time on any Business Day during the period from the Closing Date to the Termination Date, in an aggregate amount not to exceed at any time outstanding the Equivalent Amount in Cdn.$ of the amount set forth on Schedule 2.01 next to its name (such amount as the same may be reduced under Section 2.06 or as a result of one or more assignments under Section 11.08, a Canadian Bank’s “Commitment”). Within the limits of each Canadian Bank’s Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(a), prepay under Section 2.06, prepay under Section 2.16, and reborrow under this Section 2.01(a), provided that no borrowing or reborrowing may be made after the end of the Initial Term or, if the Initial Term is extended in accordance with Section 2.08, the applicable Extension Date (b) Each US Bank severally agrees, on the terms and conditions set forth herein, to make Base Rate Loans, LIBO Rate Loans and L/C Advances to the US Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agreesDate, on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The in an aggregate amount of each Bank's obligation not to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time outstanding the amount set forth opposite such Bank's on Schedule 2.01 next to its name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the Administrative Agent's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not exceed at any time the amount set forth opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, amount as the same may be reduced pursuant to the terms under Section 2.06 or as a result of this Agreementone or more assignments under Section 11.08, being such a US Bank's "Revolving ’s “Commitment"”); PROVIDED, HOWEVER, that, after giving effect to any Borrowing, any Swing-Line Borrowing or any Issuance, the aggregate principal amount of all outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit shall not exceed the amount of the Aggregate Commitment. Within the limits of the Aggregate each US Bank’s Commitment, and subject to the other terms and conditions hereof, the US Borrower may borrowborrow under this Section 2.01(b), prepayprepay under Section 2.06, prepay under Section 2.16, and reborrowreborrow under this Section 2.01(b) or convert or continue such Loans under section 2.05, provided that no borrowing, reborrowing, conversion or continuation of Loans may be made after the end of the Initial Term or, if the Initial Term is extended in accordance with Section 2.08, the applicable Extension Date. (c) The Canadian Banks shall make Canadian Loans to the Company and the US Banks shall make US Loans to the US Borrower.