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. 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. 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) (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), prepay, prepay under Section 2.6 and reborrowreborrow 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.

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 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 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 Revolving Lender severally agrees, on the terms and conditions hereinafter set forthforth herein, to make Advances loans to the Company or to the Mexican Borrower denominated in Dollars (each such loan, a "Revolving 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 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 the amount set forth opposite 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" on Schedule 2.01 (such amount, as the same may be reduced pursuant to the terms of this Agreementhereof, being such Bankthe Lender's "Revolving Commitment"); PROVIDEDprovided, HOWEVERhowever, that, after giving effect to any BorrowingBorrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, any Swing-Line Borrowing or any Issuanceand simultaneously with the incurrence of, the aggregate principal amount respective incurrence of Revolving Loans), the Effective Amount of all outstanding Advances, Loans and the Effective Amount of all outstanding Swing-Line Advances, and all outstanding Letters of Credit L/C Obligations shall not at any time exceed the amount combined Available Commitments or Available Commitment, respectively (and the Effective Amount of the Aggregate CommitmentRevolving Loans of any Lender plus such Revolving Lender's Pro Rata Share of the Effective Amount of all Canadian Revolving Loans plus the participation of such Lender in the Effective Amount of all L/C Obligations shall not at any time exceed such Lender's Available Commitment as may be reduced pursuant to the terms hereof); provided further that, the Mexican Borrower shall only be permitted to make borrowings of Revolving Loans denominated in Dollars not exceeding the Mexican Subsidiary Loan Sublimit. Within the limits of the Aggregate each Revolving Lender's combined Available Commitments or Available Commitment, respectively, and subject to the other terms and conditions hereof, the Borrower Borrowers may borrowborrow under this Section 2.01, prepayprepay under Section 2.07, and reborrowreborrow under this Section 2.01.

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 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. (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 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) 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 reborrow.reborrow pursuant to this Section 2.01(b).2.02

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. 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