Common use of Commitment to Lend Clause in Contracts

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time from the Closing Date to the Revolving Credit Maturity Date, upon notice by the Borrowers to the Administrative Agent given in accordance with ss.2.6, its Commitment Percentage of the Revolving Credit Loans as are requested by the Parent on behalf of the Borrowers, PROVIDED THAT the outstanding amount of Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and the Maximum Drawing Amount shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in ss.10 and ss.11, as the case may be, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Lender severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.5, its (each a “Revolving Loan” and collectively “Revolving Credit Loans”) such sums equal to such Revolving Credit Lender’s Revolving Credit Loan Commitment Percentage of the Revolving Credit Loans as are requested by Borrower hereunder; provided, that the Parent on behalf sum of the Borrowers, PROVIDED THAT the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Foreign Exchange Reserve plus the Omniglow Reserve plus the Maximum Drawing Amount and Unpaid Reimbursement Obligations, shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(clesser of (a) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit Lender's Loan Commitment Percentageand (b) the Borrowing Base. Each request for a Revolving Credit Loan or the entering into a Foreign Exchange Contract or the submission of an application for the issuance of a Letter of Credit hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 and ss.11Article 13, as in the case may beof entering into this Credit Agreement on the Closing Date, and Article 14, in the case of all others have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions ------------------ set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6(S)2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf of the Borrowers, PROVIDED THAT the Borrower up to a maximum aggregate amount outstanding amount of Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations ) at any one time equal to such Bank's Commitment provided that the sum of the outstanding amount of the Revolving -------- Credit Loans and the Maximum Drawing Amount outstanding amount of all Competitive Bid Advances (after giving effect to all amounts requested) shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with --- ---- each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 (S)9 and ss.11(S)10, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and (S)10, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower, and the Borrowers Borrower may borrow, repay, borrow (and reborrow repay and reborrow) from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.62.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower for the purposes set forth in 7.11 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus the portion of such Bank's Commitment allocated to Letter of Credit Exposure; provided, that, in all events no Default or Event of Default shall have occurred and be continuing and the Borrower's pro forma financial statements as required pursuant to 2.6(iii) shall demonstrate compliance with all covenants set forth therein; and provided, further, that the sum of outstanding principal amount of the Borrowers, PROVIDED THAT the outstanding amount of Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and the Maximum Drawing Amount ) plus Letter of Credit Exposure shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced time exceed either (i) the Total Commitment or increased, as (ii) the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment")Advance Value then in effect. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that all of the conditions set forth in ss.10 10 and ss.1111, as in the case may beof the initial Revolving Loan, and 11, in the case of all other Revolving Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (ia) on the Closing Date, to convert the revolving credit loans and letters of credit outstanding and owed under the Prior Credit Agreement into Agreement, if any, to Revolving Credit Loans and Letters of Credit under this Credit Agreement and (iib) to lend to the Borrowers US Borrower and the Borrowers US Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers US Borrower to the Administrative Agent given in accordance with ss.2.6(Section)2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf of the Borrowers, PROVIDED THAT the US Borrower up to a maximum aggregate principal amount outstanding amount of Revolving Credit Loans (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment (as such Commitment has been deemed to be reduced by such Lender's Swingline Exposure), Swing Line Loansminus the amount of such Lender's Commitment Percentage of the Letter of Credit Obligations; provided, unpaid Reimbursement Obligations and that the Maximum Drawing Amount shall Total Revolver Exposure (after giving effect to all amounts requested) does not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers US Borrower that the conditions set forth in ss.10 (Section)12 and ss.11(Section)13 hereof, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and (Section)13 hereof, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit AgreementAgreement (including, but not limited to those requirements set forth in (S)2.6 below), each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6(S)2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus such Bank's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 (S)11 and ss.11(S)12, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and (S)12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Notwithstanding anything to the contrary contained herein, the Borrower shall only be permitted to borrow Revolving Credit Loans to finance any portion of a Permitted Acquisition during the period from the Closing Date until the third anniversary of the Closing Date.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6, its Commitment Percentage of such sums, in Dollars or at the Revolving Credit Loans Borrower's option from time to time, subject to ss.2.9, in an Optional Currency, as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus such Bank's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the Dollar Equivalent the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 ss.12 and ss.11ss.13, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and ss.13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.. Each Prime Rate Loan shall be denominated in Dollars, and each Eurocurrency Rate Loan shall be denominated in Dollars, or subject to ss.2.9

Commitment to Lend. Subject to the provisions of ss.2.5 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from each Lender from time to time from the Closing Date up to but not including the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6ss.2.5 hereof, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment minus such Lender's Commitment Percentage of the Borrowers, PROVIDED THAT Maximum Drawing Amount; provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations ) and the Competitive Bid Loans plus the Maximum Drawing Amount shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time exceed the Total Commitment in effect at such time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder made pursuant to ss.2.5 hereof shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 have been satisfied as of the Closing Date and ss.11, as that the case may be, conditions set forth in ss.11 have been satisfied on the date of such request.request and will be satisfied on the proposed Drawdown Date of the requested Revolving Credit Loan, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Lender not to lend if such conditions have not been met. No Revolving Credit Loan shall be required to be made by any Lender unless all of the conditions 397

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Existing Revolving Credit Agreement into Loans, if any, to Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6§3.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus such Bank's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations; provided, PROVIDED THAT however, notwithstanding the foregoing, the aggregate amount of the outstanding Revolving Credit Loans shall not exceed $55,075,000.00 at any time. After the Formula Date, the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(clesser of (a) hereof the Total Commitment and (b) the "Total Commitment")Borrowing Base. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 §12 and ss.11§13, as in the case may beof the conversion of the Existing Revolving Credit Loans to Revolving Credit Loans to be made on the Closing Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied or waived in writing by the Majority Banks and the Agent on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in ------------------ this Credit AgreementAgreement (including, but not limited to those requirements set forth in (S)2.6 below), each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6(S)2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus such Bank's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 (S)11 and ss.11(S)12, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and (S)12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to borrow Revolving Credit Loans after June 17, 2000 to finance any portion of a Permitted Acquisition.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6sec.2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any timetime exceed the lesser of (a) the Total Commitment and (b) the Borrowing Base MINUS the outstanding amount of the Term Loan, as such and PROVIDED FURTHER that in no event shall the sum of the outstanding amount may be reduced or increased, as of the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (Term Loan PLUS the "Total Commitment")outstanding amount of Revolving Credit Loans PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceed the Borrowing Base. The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 sec.12 and ss.11sec.13, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and sec.13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time from between the Closing Effective Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers to the Administrative Agent given in accordance with ss.2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment minus such Lender's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount, PROVIDED THAT the Acceptance Face Amount and all Unpaid Reimbursement Obligations; provided that the outstanding aggregate amount of all Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount, plus the Acceptance Face Amount, plus all Unpaid Reimbursement Obligations shall not at any time exceed an amount equal to the lesser of (i) the Total Commitment and (ii) the sum of (A) the Borrowing Base plus (B) the Permitted Overadvance Amount; provided, further, that the Borrowers shall not permit the outstanding amount of Revolving Credit the Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and plus the Maximum Drawing Acceptance Face Amount shall not to exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof 35,000,000 (the "Total CommitmentClean Down Amount")) during any one (1) thirty (30) consecutive day period occurring during each calendar year ending after December 31, 1997. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in ss.10 ss.11 and ss.11ss.12, as in the case may beof the initial Loans to be made on the Effective Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.62.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf of the Borrowers, PROVIDED THAT the Borrower up to a maximum aggregate amount outstanding amount of Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) at any one time equal to such Lenders Commitment minus such Lenders Commitment Percentage of the sum of (a) the Maximum Drawing Amount and all Unpaid Reimbursement Obligations and (b) the outstanding Swing Line Loans; provided that the Revolving Exposure (after giving effect to all amounts requested) shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment")Gross Availability. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Lenders Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 10 and ss.1111, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and 11, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.62.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding from such Bank (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment to make Revolving Credit Loans minus such Bank's Commitment Percentage of the BorrowersMaximum Drawing Amount, PROVIDED THAT provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant lesser of (a) the sum of the Bank's Commitments to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The make Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit Lender's Commitment Percentageand (b) the Borrowing Base. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 12 and ss.1113, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and 13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrowers, or either of them, and the Borrowers Borrowers, or either of them, may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrowers, or either of them, to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrowers, or either of them, up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment minus such Lender's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the outstanding amount of Revolving Credit the Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in ss.10 Section 10 and ss.11Section 11, as in the case may beof the initial Loans to be made on the Closing Date, and Section 11, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in ------------------ this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6(S)2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Revolving Credit Commitment minus such Bank's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount ----- and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the -------- outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement ---- Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Revolving Credit Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's --- ---- Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 (S)13 and ss.11(S)14, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and (S)14, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower, and the Borrowers Borrower may borrow, repay, borrow (and reborrow repay and reborrow) from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower for the purposes set forth in Section 7.11 up to the lesser of (a) a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lenders Commitment and (b) such Lenders Commitment Percentage of the BorrowersBorrowing Base; provided, PROVIDED THAT that, in all events no Default or Event of Default shall have occurred and be continuing and the Borrowers financial statements as required pursuant to Section 2.6(iii) shall demonstrate compliance with all covenants set forth therein; and provided, further, that the outstanding principal amount of Revolving Credit the Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and the Maximum Drawing Amount ) shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Lenders Commitment Percentage. Each request for a Revolving Credit The Loan hereunder Request shall constitute a representation and warranty by the Borrowers Borrower that all of the conditions set forth in ss.10 Section 10 and ss.11Section 11, as in the case may beof the initial Loan, and Section 11, in the case of all other Loans, have been satisfied on the date of such requestfunding. Notwithstanding anything herein to the contrary, the Lenders shall have no obligation to make Loans to the Borrower in the maximum aggregate principal amount outstanding of more than $35,000,000.00, until the Total Commitment shall be increased, up to a maximum of $50,000,000.00, as and when one or more Lenders shall acquire from BKB all or a portion of the additional uncommitted Commitment of $15,000,000.00.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount Outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations on the Revolver Letters of Credit, PROVIDED THAT that the outstanding sum of the Outstanding amount of Revolving Credit the Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations on the Revolver Letters of Credit shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 ss.11 and ss.11ss.12, as in the case may beof the initial Loans to be made on the Closing Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Funding Date up to but not including the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender's Revolving Credit Commitment minus such Revolving Credit Lender's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time exceed the Total Revolving Credit Commitment at such time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Commitment PercentagePercentage of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 ss.13 and ss.11ss.14, as in the case may beof the initial Revolving Credit Loans to be made on the Funding Date, and ss.14, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. (a) Subject to the terms and conditions set forth in this Credit AgreementSection 11 hereof, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to shall lend to the Borrowers Borrower, and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.7, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus (i) in the case of each of the BorrowersCo-Agents acting in their capacity as a Bank, PROVIDED THAT the principal amount of any outstanding Swing Loans made by such Co-Agent, and (ii) such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the sum of (A) the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), ) plus (B) the principal amount of outstanding Swing Line Loans, unpaid Reimbursement Obligations and Loans plus (C) the Maximum Drawing Amount plus (D) all Unpaid Reimbursement Obligations plus (E) the outstanding amount of Competitive Bid Rate Loans shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage; provided that the failure of any Bank to lend in accordance with this Credit Agreement shall not release any other Bank or the Administrative Agent from their obligations hereunder, nor shall any Bank have any responsibility or liability in respect of a failure of any other Bank to lend in accordance with this Credit Agreement. Each request for a Revolving Credit Loan and each borrowing hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 and ss.11, as the case may be, Section 11 have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow on a joint and several basis from time to time from the Closing Date up to and including the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrowers up to a maximum aggregate amount Outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Revolving Credit Commitment, minus such Bank's Revolving Credit Commitment Percentage of the Borrowers, PROVIDED THAT sum of the outstanding Maximum Drawing Amount and all Unpaid Reimbursement Obligations provided that the Outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and plus the Maximum Drawing Amount Amount, plus all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Revolving Credit Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 Section 12 and ss.11Section 13, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and Section 13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Revolving Credit Commitment minus such Bank's Revolving Credit Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Revolving Credit Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 ss.14 and ss.11ss.15, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and ss.13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers any Borrower and the Borrowers any Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers such Borrower to the Administrative Agent given in accordance with ss.2.6, its such sums, in Dollars and/or at any Borrower's option from time to time, subject to ss.2.9 hereof (including, without limitation, any restrictions arising from currency fluctuations as set forth in ss.2.9.4), in an Optional Currency, as are requested by any Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested, and including any Bank's participating interest in any Swing Line Loans outstanding) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the Revolving Credit Loans as are requested by the Parent on behalf sum of the BorrowersMaximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations ) and the Competitive Bid Loans PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in ss.10 ss.12 and ss.11ss.13, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and ss.13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Each Base Rate Loan shall be denominated in Dollars, and each Eurocurrency Rate Loan shall be denominated in Dollars, or, subject to ss.2.9 hereof, in an Optional Currency. No Foreign Borrower may borrow funds pursuant to a Revolving Credit Loan hereunder in any currency other than (a) the currency of the country in which such Borrower is organized and doing business or (b) Dollars.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each amount of the such Lender's outstanding Revolving Credit Lenders severally agrees Loans, minus the ----- amount by which the Swing Line Loans outstanding at such time shall be deemed to have used such Lender's Revolving Commitment pursuant to (iS)2.10 hereof, minus (without duplication) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into sum of such Lender's Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time from the Closing Date to the Revolving Credit Maturity Date, upon notice by the Borrowers to the Administrative Agent given in accordance with ss.2.6, its ----- Commitment Percentage of the Revolving Maximum Drawing Amount of all outstanding Letters of Credit Loans as are requested by and the Parent on behalf Unpaid Reimbursement Obligations owing to such Lender, provided that (a) the sum of the Borrowers, PROVIDED THAT the outstanding amount of the -------- Revolving Credit Loans (after giving effect to all amounts requested), ) plus ---- the outstanding amount of the Swing Line Loans, unpaid Reimbursement Obligations and Loans plus the Maximum Drawing ---- Amount and all Unpaid Reimbursement Obligations with respect to all Letters of Credit shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any timetime exceed the Total Revolving Commitment, as and (b) at all times the outstanding aggregate principal amount of all Revolving Credit Loans made by each Lender shall equal such Lender's Revolving Commitment Percentage of the outstanding aggregate principal amount may be reduced or increased, as the case may be, of all Revolving Credit Loans made pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment")S)2 hereof. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit --- ---- Lender's Revolving Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Company that the conditions set forth in ss.10 (S)12 and ss.11(S)13, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and (S)13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Date to until the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6§2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender’s Commitment minus such Lender’s Commitment Percentage of (i) the sum of the Borrowers, PROVIDED THAT Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus (ii) the outstanding amount of Swing Line Loans, provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time exceed the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's ’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 §11 and ss.11§12, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and §12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus such Bank's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations and such Bank's Commitment Percentage of any then-outstanding Swingline Loans, PROVIDED THAT provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount Amount, the then-outstanding amount of any Swingline Loans, and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 and ss.11, as the case may be, Section 12 have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers to the Administrative Agent given in accordance with ss.2.6Section 2.7, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender's Revolving Credit Commitment MINUS such Revolving Credit Lender's Revolving Credit Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), ) PLUS the outstanding amount of the Swing Line Loans, unpaid Reimbursement Obligations and Loans (after giving effect to all amounts requested) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time exceed the Total Revolving Credit Commitment at such time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit Lender's Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in ss.10 Section 11 and ss.11Section 12, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in ---------- -- ---- this Credit AgreementAgreement (including, but not limited to those requirements set forth in (S)2.6 below), each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6(S)2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment, provided that the sum of the Borrowers, PROVIDED THAT the outstanding amount of the Revolving -------- Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and the Maximum Drawing Amount ) shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 (S)11 and ss.11(S)12, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and (S)12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to borrow Revolving Credit Loans after June 17, 2000 to finance any portion of a Permitted Acquisition.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower, and the Borrowers Borrower may borrow, repay, and reborrow borrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Advance Termination Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower for the purposes set forth in Section 7.11 up to the lesser of (a) a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment and (b) such Bank's Commitment Percentage of the Borrowersdifference of (i) the aggregate Designated Collateral Value minus (ii) an amount equal to the aggregate Holdback; provided, PROVIDED THAT that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the outstanding principal amount of Revolving Credit the Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations ) shall not at any time exceed the Total Commitment. The Borrower may repay and reborrow from time to time between the Closing Date and the Maximum Drawing Amount Revolving Credit Termination Date. Notwithstanding anything herein to the contrary, in no event shall not the amount of the Loans advanced for purposes permitted under this Agreement, other than the purposes contemplated by Section 5.6, exceed a maximum aggregate amount outstanding of $525,000,000 at any time268,000,000.00, as such amount may and in no event shall the Borrower be reduced or increased, as permitted to request Loans after the case may be, Revolving Credit Termination Date except for amounts requested pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment")Section 5.6. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit The Loan hereunder Request shall constitute a representation and warranty by the Borrowers Borrower that all of the conditions set forth in ss.10 Section 10 and ss.11Section 11, as in the case may beof the initial Loan, and Section 11, in the case of all other Loans, have been satisfied on the date of such requestfunding.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Funding Date up to but not including the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6§2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender’s Revolving Credit Commitment minus such Revolving Credit Lender’s Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the outstanding aggregate amount of all Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time exceed the Total Revolving Credit Commitment at such time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's ’s Commitment PercentagePercentage of the Total Revolving Credit Commitment. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 §12 and ss.11§13, as in the case may beof the initial Revolving Credit Loans to be made on the Funding Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in ------------------ this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Maturity Date, Date upon notice by the Borrowers to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment minus such Lender's Commitment Percentage ----- of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the outstanding amount of the Revolving -------- Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid ) plus the Maximum ---- Drawing Amount and all Unpaid Reimbursement Obligations and the Maximum Drawing Amount shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time exceed the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata --- ---- in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in ss.10 Section 11 and ss.11Section 12, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrowers, and the Borrowers on a joint and several basis may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrowers' Representative to the Administrative Agent given in accordance with ss.2.6ss.2.9, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf of the Borrowers, PROVIDED THAT the ' Representative up to a maximum aggregate amount outstanding amount of Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and the Maximum Drawing Amount shall not exceed a maximum aggregate amount outstanding of $525,000,000 ) at any time, as one time equal to such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit Lender's Commitment PercentageMINUS such Revolving Credit Lender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED that the Administrative Agent and the Revolving Credit Lenders shall have no obligation to make any Revolving Credit Loans which would constitute an OverLoan and the Borrowers shall never allow Availability to be less than $0. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in ss.10 ss.11 and ss.11ss.12, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and ss.12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. No Revolving Credit Lender has any obligation to make any Revolving Credit Loan, or otherwise to provide any credit to or for the benefit of the Borrowers where the result of such loan, advance, or credit is an OverLoan.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6§2.6, its Commitment Percentage of such sums in Dollars and/or at the Revolving Credit Loans Borrower's option and subject to §2.9, in an Optional Currency, as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus the product of such Bank's Commitment Percentage of the Borrowerssum of (a) the Maximum Drawing Amount and (b) all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the Dollar Equivalents of the outstanding amount amounts of Revolving Credit the Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA prorata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 §10 and ss.11§11, as in the case may beof the initial Loans to be made on the Closing Date, and §11, in the case of all other Loans, have been satisfied on the date of such request. Each Eurocurrency Rate Loan made to the Borrower hereunder shall be denominated in Dollars, or, subject to §2.9 hereof, in an Optional Currency.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, repay and reborrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Revolving Credit Commitment minus such Bank's Revolving Credit Commitment Percentage of the Borrowerssum of (i) the Maximum Drawing Amount, PROVIDED THAT (ii) all Unpaid Reimbursement Obligations and (iii) the aggregate principal amount of all Swing Line Loans; provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested)) plus the Maximum Drawing Amount, Swing Line Loans, unpaid all Unpaid Reimbursement Obligations and the Maximum Drawing Amount aggregate principal amount of all Swing Line Loans shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Revolving Credit Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Bank's Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 Section 15 and ss.11Section 16, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and Section 16, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the provisions of §2.4 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower, and the Borrowers Borrower may borrow, repay, and reborrow from each Lender from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent (with copies to the Agent for each Lender) given in accordance with ss.2.6§2.4, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender’s Commitment minus, without double counting, an amount equal to such Lender’s Commitment Percentage multiplied by the sum of all Reimbursement Obligations to the Borrowers, PROVIDED THAT extent not yet deemed Revolving Credit Loans and the Maximum Drawing Amount; provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and plus the Maximum Drawing Amount and, without double counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans, all outstanding Reimbursement Obligations, shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time exceed the lesser of (i) the Total Commitment and (ii) the Availability at such time, as such amount may be reduced or increasedand provided, as further, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to the making thereof: (i) in the case may beof any borrowing or other extension of credit, pursuant to ss.2.2 all of the conditions in §13 (and in the case of the initial borrowing on the Closing Date, also the conditions in §12) have been met at the time of such request, and (ii) there has not occurred and is not continuing (or ss.4.4.2(cwill not occur by reason thereof) hereof (the "Total Commitment")any Default or Event of Default. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's ’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder made pursuant to §2.4 shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 §12 have been satisfied as of the Closing Date and ss.11, as that the case may be, conditions set forth in §13 have been satisfied on the date of such requestrequest and will be satisfied on the proposed Drawdown Date of the requested Loan or issuance of Letter of Credit, as the case may be, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Lender not to lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit shall be required to be made by any Lender unless all of the conditions contained in §12 have been satisfied as of the Closing Date with respect to the initial Revolving Credit Loan or issuance of Letter of Credit, and unless all of the conditions set forth in §13 have been satisfied at the time of any request for a Revolving Credit Loan or other extension of credit and on the Drawdown Date therefor.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrowers, and the Borrowers on a joint and several basis may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrowers' Representative to the Administrative Agent given in accordance with ss.2.6ss.2.9, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf of the Borrowers, PROVIDED THAT the ' Representative up to a maximum aggregate amount outstanding amount of Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and the Maximum Drawing Amount shall not exceed a maximum aggregate amount outstanding of $525,000,000 ) at any time, as one time equal to such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit Lender's Commitment Percentageminus such Revolving Credit Lender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that the Administrative Agent and the Revolving Credit Lenders shall have no obligation to make any Revolving Credit Loans which would constitute an OverLoan and the Borrowers shall never allow Availability to be less than $0. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in ss.10 ss.11 and ss.11ss.12, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and ss.12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. No Revolving Credit Lender has any obligation to make any Revolving Credit Loan, or otherwise to provide any credit to or for the benefit of the Borrowers where the result of such loan, advance, or credit is an OverLoan.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally Lender agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower, and the Borrowers Borrower may borrow, repayrepay and reborrow, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Maturity Date, Termination Date upon notice by the Borrowers Borrower to the Administrative Agent Lender given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment, provided that the sum of the Borrowers, PROVIDED THAT the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and the Maximum Drawing Amount ) shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any timetime exceed the least of (a) the Total Commitment in effect at such time (b) the Borrowing Base and (c) the amount approved to be borrowed by way of Loans in the Interim Order or the Final Order, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA whichever is then in accordance with each Revolving Credit Lender's Commitment Percentageeffect. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 Section 12 and ss.11Section 13, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and Section 13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment MINUS such Lender's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time exceed the Total Commitment at such time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 ss.11 and ss.11ss.12, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and ss.12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set ------------------ forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6(S)2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus such Bank's Revolving ----- Credit Loan Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the -------- outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid ---- Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance --- ---- with each Bank's Revolving Credit Lender's Loan Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 (S)12 and ss.11(S)13, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and (S)13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (ia) on the Closing Date, to convert the revolving credit loans and letters of credit outstanding and owed under the Prior Existing Credit Agreement into Agreement, if any, to Revolving Credit Loans and Letters of Credit under this Credit Agreement and (iib) to lend to the Borrowers US Borrower and the Borrowers US Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers US Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf of the Borrowers, PROVIDED THAT the US Borrower up to a maximum aggregate principal amount outstanding amount of Revolving Credit Loans (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment (as such Commitment has been deemed to be reduced by such Lender's Swingline Exposure), Swing Line Loansminus the amount of such Lender's Commitment Percentage of the Letter of Credit Obligations; provided, unpaid Reimbursement Obligations and that the Maximum Drawing Amount shall Total Revolver Exposure (after giving effect to all amounts requested) does not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers US Borrower that the conditions set forth in ss.10 Section 12 and ss.11Section 13 hereof, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and Section 13 hereof, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6§2.6, its Commitment Percentage of such sums, in Dollars or at the Revolving Credit Loans Borrower’s option from time to time, subject to §2.9, in an Optional Currency, as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank’s Commitment minus such Bank’s Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the Dollar Equivalent of the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Bank’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 §12 and ss.11§13, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and §13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request. Each Prime Rate Loan shall be denominated in Dollars, and each Eurocurrency Rate Loan shall be denominated in Dollars, or subject to §2.9, in an Optional Currency.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time from between the Closing Effective Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers to the Administrative Agent given in accordance with ss.2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf of the Borrowers, PROVIDED THAT the Borrowers up to a maximum aggregate amount outstanding amount of Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) at any one time equal to such Lender's Commitment minus such Lender's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations; provided that Total Exposure (after giving effect to all amounts requested) shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any timetime exceed an amount equal to the Maximum Available Amount; provided, as such amount may be reduced or increasedfurther, as that the case may be, pursuant Borrowers shall not permit the Total Exposure (after giving effect to ss.2.2 or ss.4.4.2(call amounts requested) hereof to exceed $85,000,000 (the "Total CommitmentClean Down Amount")) during any one (1) thirty (30) consecutive day period occurring during Starter's first fiscal quarter in each calendar year ending after December 31, 1997. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in ss.10 ss.11 and ss.11ss.12, as in the case may beof the initial Loans to be made on the Effective Date, and ss.12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Managing Agent given in accordance with ss.2.6Section 2.4 hereof, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the Tranche A Commitment Amount minus the sum of (a) the BorrowersMaximum Drawing Amount plus (b) all Unpaid Reimbursement Obligations plus (c) prior to the WQCD Closing Date, PROVIDED THAT the Net WQCD Acquisition amount; provided that, with respect to each Bank, the sum of the outstanding amount of Revolving Credit the Tranche A Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) made by such Bank plus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all unpaid reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as time exceed such amount may be reduced or increased, as Bank's Commitment Percentage of the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment")Tranche A Commitment Amount. The Revolving Credit Tranche A Loans shall be made PRO RATA by each Bank pro rata in accordance with each Revolving Credit LenderBank's applicable Commitment Percentage. Each request for a Revolving Credit Tranche A Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in ss.10 and ss.11, as the case may be, have been satisfied on the date of such request.shall

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers to the Administrative Agent given in accordance with ss.2.6ss.2.7, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Revolving Credit Lender's Revolving Credit Commitment minus such Revolving Credit Lender's Revolving Credit Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), ) plus the outstanding amount of the Swing Line Loans, unpaid Reimbursement Obligations and Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time exceed the Total Revolving Credit Commitment at such time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Revolving Credit Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in ss.10 ss.11 and ss.11ss.12, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and ss.12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the provisions of §2.4 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower, and the Borrowers Borrower may borrow, repay, and reborrow from each Lender from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent (with copies to the Agent for each Lender) given in accordance with ss.2.6§2.4, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender’s Commitment minus, without double counting, an amount equal to such Lender’s Commitment Percentage multiplied by the sum of all Reimbursement Obligations to the Borrowers, PROVIDED THAT extent not yet deemed Revolving Credit Loans and the Maximum Drawing Amount; provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and plus the Maximum Drawing Amount and, without double counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans, all outstanding Reimbursement Obligations, shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time exceed the lesser of (i) the Total Commitment and (ii) the Borrowing Base Availability at such time, as such amount may be reduced or increasedand provided, as further, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to the making thereof: (i) in the case may beof any borrowing or other extension of credit, pursuant to ss.2.2 all of the conditions in §13 (and in the case of the initial borrowing on the Closing Date, also the conditions in §12) have been met at the time of such request, and (ii) there has not occurred and is not continuing (or ss.4.4.2(cwill not occur by reason thereof) hereof (the "Total Commitment")any Default or Event of Default. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's ’s Commitment Percentage. Each request for a Revolving Credit Loan hereunder made pursuant to §2.4 shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 §12 have been satisfied as of the Closing Date and ss.11, as that the case may be, conditions set forth in §13 have been satisfied on the date of such requestrequest and will be satisfied on the proposed Drawdown Date of the requested Loan or issuance of Letter of Credit, as the case may be, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Lender not to lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit shall be required to be made by any Lender unless all of the conditions contained in §12 have been satisfied as of the Closing Date with respect to the initial Revolving Credit Loan or issuance of Letter of Credit, and unless all of the conditions set forth in §13 have been satisfied at the time of any request for a Revolving Credit Loan or other extension of credit and on the Drawdown Date therefor.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers TransTechnology and the Borrowers TransTechnology may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers TransTechnology to the Administrative Agent given in accordance with ss.2.6, its such sums in Dollars as are requested by TransTechnology up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Revolving Credit Commitment in effect at such time MINUS such Lender's Commitment Percentage of the Revolving Credit Loans as are requested by sum of (a) the Parent on behalf of Maximum Drawing Amount, (b) all Unpaid Reimbursement Obligations, and (c) the BorrowersInternational Facility Amount, PROVIDED THAT that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) PLUS the Maximum Drawing Amount, all Unpaid Reimbursement Obligations, and the International Facility Amount shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Revolving Credit Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers TransTechnology that the conditions set forth in ss.10 Section 12 and ss.11Section 13, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and ss.13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrowers, and the Borrowers may borrow, repay, borrow (and reborrow repay and reborrow) from time to time on any Business Day from (and including) the Initial Closing Date to (and excluding) the Revolving Credit Maturity Date, Date upon notice by the Borrowers to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrowers for the purposes set forth in Section 7.11 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Revolving Loan Commitment minus the portion of such Lender's Revolving Loan Commitment allocated to Letter of Credit Exposure; PROVIDED, that, all conditions under Section 10 (if applicable) and under Section 11 shall have been satisfied; and PROVIDED, FURTHER, that the sum of outstanding principal amount of the Borrowers, PROVIDED THAT the outstanding amount of Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) PLUS the Maximum Drawing Amount Letter of Credit Exposure plus the outstanding principal amount of the Term Loans shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced time exceed either (i) the Total Commitment or increased, as (ii) the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment")Borrowing Base Availability. The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit Lender's Commitment PercentagePercentage therein. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that all of the conditions set forth in ss.10 Section 10 have been satisfied as of the Initial Closing Date and ss.11, as that all of the case may be, conditions set forth in Section 11 have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower, and the Borrowers Borrower may borrow, repay, borrow (and reborrow repay and reborrow) from time to time from between the Closing Date to and the Revolving Credit Maturity Date, upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower for the purposes set forth in Section 2.9 (but subject to the limitations set forth in Section 2.9) up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested and the amount of Letters of Credit outstanding, including Letters of Credit accepted but unpaid) at any one time equal to such Bank's Commitment; provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the outstanding principal amount of the Borrowers, PROVIDED THAT the outstanding amount of Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations requested and the Maximum Drawing Amount amount of Letters of Credit outstanding, including Letters of Credit accepted but unpaid) shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans (other than Swing Loans) shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that all of the conditions set forth in ss.10 Section 10 and ss.11Section 11, as in the case may beof the initial Loan, and Section 11, in the case of all other Loans, have been satisfied on the date of such requestrequest (except as otherwise permitted in Paragraph 4 of the form of Loan Request with respect to warranties and representations). No Bank shall have any obligation to make Loans to the Borrower in the maximum aggregate principal amount outstanding of more than the principal face amount of its Note.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower, and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment MINUS such Lender's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time exceed the Total Commitment at such time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 Section 11 and ss.11Section 12, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and Section 12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6sec.2.7, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS the amount by which the Swing Line Loans outstanding at such time shall be deemed to have used such Bank's Commitment pursuant to sec.2.10 hereof, MINUS such Bank's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), ) PLUS the outstanding amount of the Swing Line Loans, unpaid Reimbursement Obligations and PLUS the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 sec.12 and ss.11sec.13, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and sec.13, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Tranche A Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.4 hereof, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the Tranche A Commitment Amount minus the sum of (a) the BorrowersMaximum Drawing Amount plus (b) all Unpaid Reimbursement Obligations; provided that, PROVIDED THAT with respect to each Bank, the outstanding amount of Revolving Credit the Tranche A Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) made by such Bank plus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as time exceed such amount may be reduced or increased, as Bank's Commitment Percentage of the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment")Tranche A Commitment Amount. The Revolving Credit Tranche A Loans shall be made PRO RATA by each Bank pro rata in accordance with each Revolving Credit LenderBank's applicable Commitment Percentage. Percentage in respect of Tranche A. Each request for a Revolving Credit Tranche A Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 Sections 12 and ss.1113, as in the case may beof the initial Tranche A Loans, and Section 13, in the case of all other Tranche A Loans, have been satisfied on the date of such request. 2.1.2.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit AgreementAgreement (including, without limitation, Section 2.11 hereof), each of the Revolving Credit Lenders Bank Lender and each Lender Group severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower, and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Date to (but not including) the Revolving Credit Maturity Date, Conversion Date upon notice by the Borrowers Borrower to the Administrative Agent (with a copy to each Interest Rate Hedge Provider) given in accordance with ss.2.6Section 2.7, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower, provided that the sum of the Borrowers, PROVIDED THAT the outstanding unpaid principal amount of Revolving all Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and the Maximum Drawing Amount ) shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any timetime exceed the lesser of (i) the Total Commitment at such time and (ii) the Borrowing Base at such time and provided further that the Conduit Lender in such Lender Group may, as in its sole discretion, make a Loan to the Borrower in a principal amount equal to its Lender Group Percentage of such requested Loan; it being understood and agreed that, at no time will a Conduit Lender have any obligation to make any Loan; and if such Conduit Lender declines to make any such Loan, the Bank Lenders in such Lender Group shall make Loans in an aggregate principal amount may be reduced or increased, as equal to the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment")related Lender Group Percentage of such requested Credit Loan. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Commitment Lender Group’s Lender Group Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 and ss.11, as the case may be, Section 12 have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in ---------- -- ---- this Credit AgreementAgreement (including, but not limited to those requirements set forth in (S)2.6 below), each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Loan Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6(S)2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Revolver Commitment minus such Bank's Revolver Commitment ----- Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Revolver Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Revolver Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 (S)11 and ss.11(S)12, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and (S)12, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of such sums in Dollars and/or at the Revolving Credit Loans Borrower's option and subject to Section 2.9, in an Optional Currency, as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus the product of such Bank's Commitment Percentage of the Borrowerssum of (a) the Maximum Drawing Amount and (b) all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the Dollar Equivalents of the outstanding amount amounts of Revolving Credit the Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 Section 10 and ss.11Section 11, as in the case may beof the initial Loans to be made on the Closing Date, and Section 11, in the case of all other Loans, have been satisfied on the date of such request. Each Eurocurrency Rate Loan made to the Borrower hereunder shall be denominated in Dollars, or, subject to Section 2.9 hereof, in an Optional Currency.

Commitment to Lend. Subject to the provisions of §2.4 and the other terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower, and the Borrowers Borrower may borrow, repay, and reborrow from each Lender from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrower to the Administrative Agent (with copies to the Agent for each Lender) given in accordance with ss.2.6§2.4, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment minus, without double counting, an amount equal to such Lender’s Commitment Percentage multiplied by the sum of all Reimbursement Obligations to the Borrowers, PROVIDED THAT extent not yet deemed Revolving Credit Loans and the Maximum Drawing Amount; provided that the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and plus the Maximum Drawing Amount and, without double counting the portion, if any, of any Letter of Credit which is drawn and included in the Revolving Credit Loans, all outstanding Reimbursement Obligations, shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time exceed the lesser of (i) the Total Commitment and (ii) the Availability at such time, as such amount may be reduced or increasedand provided, as further, that at the time the Borrower requests a Revolving Credit Loan and after giving effect to the making thereof: (i) in the case may beof any borrowing or other extension of credit, pursuant to ss.2.2 all of the conditions in §13 (and in the case of the initial borrowing on the Closing Date or ss.4.4.2(cother date of initial borrowing, also the conditions in §12) hereof have been met at the time of such request, and (the "Total Commitment")ii) there has not occurred and is not continuing (or will not occur by reason thereof) any Default or Event of Default. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder made pursuant to §2.4 shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 §12 have been satisfied as of the Closing Date (or other date of initial borrowing) and ss.11, as that the case may be, conditions set forth in §13 have been satisfied on the date of such requestrequest and will be satisfied on the proposed Drawdown Date of the requested Loan or issuance of Letter of Credit, as the case may be, provided that the making of such representation and warranty by the Borrower shall not limit the right of any Lender not to lend if such conditions have not been met. No Revolving Credit Loan or other extension of credit shall be required to be made by any Lender unless all of the conditions contained in §12 have been satisfied as of the Closing Date (or other date of initial borrowing) with respect to the initial Revolving Credit Loan or issuance of Letter of Credit, and unless all of the conditions set forth in §13 have been satisfied at the time of any request for a Revolving Credit Loan or other extension of credit and on the Drawdown Date therefor.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow from time to time from between the Closing date of this Credit Agreement and the Maturity Date to the Revolving Credit Maturity Date, upon notice by the Borrowers to the Administrative Agent given in accordance with ss.2.6[section]2.5, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf of the Borrowers, PROVIDED THAT the Borrowers up to a maximum aggregate principal amount outstanding amount of Revolving Credit Loans (after giving effect to all amounts then being requested)) at any one time equal to such Bank's Commitment provided that the aggregate outstanding principal balance of the Revolving Credit Loans shall at no time exceed (a) the Total Commitment as then in effect less (b) an amount equal to the sum of (i) the aggregate outstanding principal amount of the Imperio Term Loans and the commitments to make new loans under the Imperio Term Loan Agreement, Swing Line Loans, unpaid Reimbursement Obligations and plus (ii) the Maximum Drawing Amount shall not exceed a maximum with respect to outstanding Letters of Credit, plus (iii) the aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as the case may be, pursuant Unpaid Reimbursement Obligations owing with respect to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment")Letters of Credit issued hereunder. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in ss.10 [section]9 and ss.11[section]10, as in the case may beof the initial Revolving Credit Loans to be made on the Closing Date, and [section]10, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to Upon the terms and subject to the conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Lenders, in accordance with their respective Commitment Percentages, hereby severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) agree to lend to the Borrowers on a joint and several basis, and the Borrowers may borrow, repay, borrow and reborrow from time to time from -6- between the Closing Date and the Final Maturity Date upon notice to the Revolving Credit Maturity Date, upon notice by the Borrowers to the Administrative Agent given in accordance with ss.2.6ss.2.2 hereof, its Commitment Percentage of the Revolving Credit Loans such amounts as are requested by the Parent on behalf of Borrowers (the Borrowers"Revolving Credit Loans") for the purposes described in ss.9.3 hereof, PROVIDED THAT provided, however, that the outstanding aggregate principal amount of all Outstanding Revolving Credit Loans (after giving effect to all the amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time exceed the Revolving Credit Commitment Amount in effect at such time; and provided, further, that prior to June 30, 2003 if the Cash Flow Leverage Ratio as reflected in the then most recent Compliance Certificate delivered pursuant to ss.9.4(d) and as adjusted on a pro forma basis to give effect to any Revolving Credit Loans and/or Letters of Credit then being requested is greater than 4.25 to 1.00, the aggregate principal amount of all Outstanding Revolving Credit Loans (after giving effect to the amounts requested) plus the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit Lender's Commitment Percentage60,000,000. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower so requesting such Revolving Credit Loan that the applicable conditions set forth in ss.10 and ss.11, as ss.7 (in the case may be, of any Revolving Credit Loan made on the Closing Date) and ss.8 hereof have been satisfied on the date of such requestrequest and shall be accompanied by a compliance certificate signed by the chief financial officer of Quantum certifying that on the basis of the information set forth in the then most recent monthly financial statements delivered to the Agent pursuant to Section 9.4(c), after adjustment on a pro forma basis to give effect to any Revolving Credit Loans and/or Letters of Credit then being requested and to the repayments of Funded Indebtedness made since the date of such monthly financial statements, no Event of Default would have occurred under Section 10.7 (provided that for purposes of such pro forma determination the Reference Period for which the Cash Flow Leverage Ratio is computed shall be deemed to be the 12 consecutive fiscal month period ending on the date of such monthly financial statements) if the Revolving Credit Loans and/or Letters of Credit then being requested had been outstanding at the end of the relevant 12 consecutive fiscal month period for which such pro forma determination is made. Each Revolving Credit Loan by a Lender to a Borrower shall be in a principal amount equal to such Lender's Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on each occasion. Notwithstanding any other provision of this Agreement, the principal amount of Revolving Credit Loans outstanding from each Lender to the Borrowers shall not at any time exceed in the aggregate an amount equal to such Lender's Commitment Percentage of the Revolving Credit Commitment Amount minus the sum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations."

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks agrees severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower and the Borrowers Borrower may borrow, repay, and reborrow from time to time from between the Closing Effective Date to and the Revolving Credit Maturity Date, Termination Date upon notice by the Borrowers Borrower to the Administrative Agent given 8 in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment, provided that the sum of the Borrowers, PROVIDED THAT the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and the Maximum Drawing Amount ) shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment"). The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers Borrower that the conditions set forth in ss.10 Section 11 and ss.11Section 12A, as in the case may beof the initial Revolving Credit Loans to be made on the Effective Date, Sections 12 and 12A in the case of a Revolving Credit Loan which is an Acquisition Credit Loan and Section 12A, in the case of all other Revolving Credit Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrowers, or either of them, and the Borrowers Borrowers, or either of them, may borrow, repay, and reborrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Date upon notice by the Borrowers Borrowers, or either of them, to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrowers, or either of them, up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Lender's Commitment minus such Lender's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations, PROVIDED THAT provided that the sum of the outstanding amount of Revolving Credit the Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any time, as such amount may be reduced or increased, as time exceed the case may be, pursuant to ss.2.2 or ss.4.4.2(clesser of (i) hereof the Total Commitment and (ii) the "Total Commitment")Borrowing Base. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit Lender's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that the conditions set forth in ss.10 Section 11 and ss.11Section 12, as in the case may beof the initial Loans to be made on the Closing Date, and Section 12, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers as joint and several borrowers, and the Borrowers may on a joint and several basis borrow, repay, and reborrow reborrow, from time to time from the Closing Date up to but not including the Revolving Credit Maturity Date, Termination Date upon notice by the Borrowers to the Administrative Agent given in accordance with ss.2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrowers up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment MINUS such Bank's Commitment Percentage of the Borrowerssum of the Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations, PROVIDED THAT that the sum of the outstanding amount of Revolving Credit the Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations and ) PLUS the Maximum Drawing Amount of all Letters of Credit and all Unpaid Reimbursement Obligations shall not exceed a maximum aggregate amount outstanding of $525,000,000 at any timetime exceed the least of (i) the Total Commitment in effect at such time MINUS the Commitment Reserve, as such (ii) the Borrowing Base and (iii) the amount may approved to be reduced borrowed by way of Loans and Letters of Credit in the Interim Order or increasedthe Final Order, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment")whichever is then in effect. The Revolving Credit Loans shall be made PRO RATA in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by each of the Borrowers that the conditions set forth in ss.10 ss.13 and ss.11ss.14, as in the case may beof the initial Loans to be made on the Closing Date, and ss.14, in the case of all other Loans, have been satisfied on the date of such request.

Commitment to Lend. Subject to the terms and conditions set forth in this Credit Agreement, each of the Revolving Credit Lenders Banks severally agrees (i) on the Closing Date, to convert the revolving credit loans outstanding and owed under the Prior Credit Agreement into Revolving Credit Loans under this Credit Agreement and (ii) to lend to the Borrowers Borrower, and the Borrowers Borrower may borrow, repay, and reborrow borrow from time to time from between the Closing Date to and the Revolving Credit Maturity Date, Advance Termination Date upon notice by the Borrowers Borrower to the Administrative Agent given in accordance with ss.2.6Section 2.6, its Commitment Percentage of the Revolving Credit Loans such sums as are requested by the Parent on behalf Borrower for the purposes set forth in Section 7.11 up to the lesser of (a) a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment and (b) such Bank's Commitment Percentage of the Borrowersdifference of (i) the aggregate Designated Collateral Value minus (ii) an amount equal to the aggregate Holdback; provided, PROVIDED THAT that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the outstanding principal amount of Revolving Credit the Loans (after giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement Obligations ) shall not at any time exceed the Total Commitment. The Borrower may repay and reborrow from time to time between the Closing Date and the Maximum Drawing Amount Revolving Credit Termination Date. Notwithstanding anything herein to the contrary, in no event shall not the amount of the Loans advanced for purposes permitted under this Agreement, other than the purposes contemplated by Section 5.6, exceed a maximum aggregate amount outstanding of $525,000,000 at any time67,000,000.00, as such amount may and in no event shall the Borrower be reduced or increased, as permitted to request Loans after the case may be, Revolving Credit Termination Date except for amounts requested pursuant to ss.2.2 or ss.4.4.2(c) hereof (the "Total Commitment")Section 5.6. The Revolving Credit Loans shall be made PRO RATA pro rata in accordance with each Revolving Credit LenderBank's Commitment Percentage. Each request for a Revolving Credit The Loan hereunder Request shall constitute a representation and warranty by the Borrowers Borrower that all of the conditions set forth in ss.10 Section 10 and ss.11Section 11, as in the case may beof the initial Loan, and Section 11, in the case of all other Loans, have been satisfied on the date of such requestfunding.