Common use of Facility A Clause in Contracts

Facility A. Until the Revolving Credit Termination Date, each Lender agrees, on the terms and conditions set forth in this Agreement, to make loans (individually, a "Facility A Loan" and, collectively, the "Facility A Loans") to the Borrowers from time to time in a principal amount requested by either Borrower up to the maximum amount of the Facility A Commitment which each Lender agrees to extend to the Borrowers as set forth opposite such Lender's signature hereto under the heading "Facility A Commitment" or as otherwise provided in Section 10.13 hereof, as such amount may be reduced pursuant hereto. The Facility A Commitments may be utilized by the Borrowers in the form of Facility A Loans and Letters of Credit, all as more fully hereinafter set forth, provided that the aggregate principal amount of Facility A Loans and Letters of Credit outstanding at any one time under Facility A shall not exceed the lesser of (i) the Facility A Commitments and (ii) the Borrowing Base as then determined and computed. During the period from and including the date hereof to but not including the Revolving Credit Termination Date, the Borrowers may use the Facility A Commitments by borrowing, repaying and reborrowing Facility A Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Facility A Commitments is necessary, the Facility A Loans, the Facility B Loans and the face amount of all Letters of Credit shall be deemed to utilize the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility A Commitments in excess of its Facility A Commitment. Each Borrowing of Facility A Loans shall be made ratably from the Lenders in accordance with their Facility A Commitments.

Facility A. Until (i) Subject to the Revolving Credit Termination Date, each Lender agrees, on the terms and conditions set forth limitations in this Agreement, to make loans (individually, a "the proceeds of Facility A Loan" and, collectively, the "Advances for Tranche 1 of Facility A Loans"shall be available (and the Borrower shall use such proceeds) for the general corporate and working capital purposes of the Borrower and its Subsidiaries related to their telecommunications businesses (including up to the QJV Amount for Qualified Joint Ventures for use within the Designated BTAs), [*] All Facility A Advances under Tranche 1 of Facility A shall be made either (A) by credit against the Volume Purchase Agreement, (B) directly to Nortel to pay amounts due under the Volume Purchase Agreement or (C) to the Borrowers from time Borrower to time in a principal amount requested by either reimburse the Borrower up for Nortel Goods and Services for the Designated BTAs --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC for which the Borrower has previously paid, provided that, the Administrative Agent shall have received satisfactory evidence of such payment. For markets which constitute Designated BTAs on the Closing Date, the Borrower is permitted to borrow funds hereunder to reimburse the Borrower for cash purchases made prior to the maximum amount Closing Date (upon receipt by the Administrative Agent of satisfactory evidence of payment for such purchase) with respect to such Designated BTAs. For markets which are not Designated BTAs on the Closing Date, reimbursement to the Borrower for cash purchases for markets made before those markets became Designated BTAs are in the sole discretion of the Facility A Commitment which each Lender agrees to extend Lenders at the time the BTA is proposed for acceptance as a Designated BTA. (ii) Subject to the Borrowers as set forth opposite such Lender's signature hereto under limitations in this Agreement, the heading "Facility A Commitment" or as otherwise provided in Section 10.13 hereof, as such amount may be reduced pursuant hereto. The Facility A Commitments may be utilized by the Borrowers in the form proceeds of Facility A Loans Advances for Tranche 2 of Facility A shall be available (and Letters the Borrower shall use such proceeds): (A) for the payment when due of Creditcertain invoices for Permitted Third-Party Expenses for equipment and services for use in the Designated BTAs (including up to [*] to finance up to [*] of [*] and up to [*] for the acquisition of Real Estate on which switches or other Network operating equipment is to be located); and (B) from the date of this Agreement until [*] days after the date of this Agreement (subject to documentation reasonably acceptable to the Administrative Agent), all as more fully hereinafter set forthto make intercompany loans from the Borrower to either or both [*] PCS and [*]/Omnipoint, which loans (I) [*] (II) [*] (III) [*] (IV) [*] --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC All Facility A Advances under Tranche 2 of Facility A shall be made either (A) directly to the third party to whom the Permitted Third-Party Expense is owing, (B) to the Borrower to reimburse the Borrower for Permitted Third-Party Expenses paid by the Borrower, provided that the aggregate principal amount Administrative Agent shall have received satisfactory evidence of Facility A Loans and Letters of Credit outstanding at any one time under Facility A shall not exceed such payment or (C) to the lesser of (i) the Facility A Commitments and (ii) the Borrowing Base as then determined and computed. During the period from and including the date hereof Borrower to but not including the Revolving Credit Termination Date, the Borrowers may use the Facility A Commitments by borrowing, repaying and reborrowing Facility A Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all be loaned in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Facility A Commitments is necessary, the Facility A Loans, the Facility B Loans and the face amount of all Letters of Credit shall be deemed to utilize the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility A Commitments in excess of its Facility A Commitment. Each Borrowing of Facility A Loans shall be made ratably from the Lenders in accordance with their Facility A Commitmentssubsection (a)(ii)(B) above.

Facility A. Until the Revolving Credit Termination Date, each Lender agrees, on Subject to the terms and conditions set forth in this Agreementcontained herein and until the Termination Date, to Lenders shall make loans (individually, to Borrower on a "Facility A Loan" and, collectively, the "Facility A Loans") to the Borrowers revolving basis in amounts requested by Borrower from time to time in a principal amount requested by either Borrower up to (the maximum amount of the “Facility A Commitment which each Lender agrees to extend to the Borrowers as set forth opposite such Lender's signature hereto under the heading "Loans” and each, a “Facility A Commitment" Loan”) in an aggregate amount outstanding at any time not to exceed the lesser of $10,000,000.00 or as otherwise provided in the amount permitted by paragraph (f) of this Section 10.13 hereof2.02. In addition, as such amount may be reduced pursuant hereto. The each Facility A Commitments may Loan shall be utilized in an aggregate amount that is an integral multiple of $100,000.00, and no such Facility A Loan shall be less than the Minimum Loan. Facility A Loans may, upon request of Lenders, be evidenced by the Borrowers a Revolving Loan Note in the form attached hereto as Exhibit A. Subject to availability, at Borrower’s request, L/C Issuer will issue documentary letters of Facility A Loans and Letters credit (each, a “Documentary Letter of Credit, all as more fully hereinafter set forth, provided that the ”) up to an aggregate principal dollar amount of Facility A Loans and Letters of Credit outstanding at any one time of Four Million Dollars ($4,000,000.00) under Facility A A, and any such drawdowns made under such Documentary Letters of Credit shall not exceed the lesser of (i) the Facility A Commitments and (ii) the Borrowing Base as then determined and computed. During the period from and including the date hereof to but not including the Revolving Credit Termination Date, the Borrowers may use the Facility A Commitments be funded by borrowing, repaying and reborrowing Facility A Loans in whole or in part and/or by having at the Agent issue Letters time of Creditsuch drawdown; provided, having such Letters of Credit expire or otherwise terminate without having been drawn upon orhowever, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Facility A Commitments is necessary, the Facility A Loans, the Facility B outstanding Loans and the face amount of all outstanding Documentary Letters of Credit shall be deemed to utilize not at any time exceed the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility A Commitments in excess of its Facility A CommitmentMaximum Amount. Each Borrowing of Facility A Loans shall be made ratably from the Lenders drawdown and any expense payable by Borrower in accordance with their Exhibit J hereto under any such Documentary Letter of Credit shall constitute a Loan under Facility C from the date of such drawdown to the first day of the next succeeding calendar month, at which time such Facility C Loan shall be refunded under Facility A Commitmentsand each Lender shall fund its respective Applicable Percentage of such Facility A Loan. Borrower shall deliver to L/C Issuer a completed and executed application form together with such other documents in the forms then required by L/C Issuer prior to the issuance of any Documentary Letter of Credit. In the event of any inconsistency between L/C Issuer’s required forms and this Agreement, the Mortgages and the Assignments, the provisions of this Agreement, the Mortgages and the Assignments shall prevail. In addition, the special provisions of Exhibit J shall apply to any and all Documentary Letters of Credit.

Facility A. Until the Revolving Credit Termination DateEach Lender agrees to lend to Borrower its Pro Rata Part of one or more Borrowings under Facility A which Borrower may borrow, each Lender agrees, on the terms repay and conditions set forth in reborrow under this Agreement, to make loans ; (individually, a "a) Each Borrowing under Facility A Loan" and, collectively, must occur on a Business Day and no later than the "Facility A Loans") to the Borrowers from time to time in a principal amount requested by either Borrower up to the maximum amount of Business Day immediately preceding the Facility A Commitment which each Lender agrees to extend to the Borrowers as set forth opposite such Lender's signature hereto under the heading "Facility A Commitment" Maturity Date; (b) Each Borrowing must be in an amount not less than (i) $1,000,000 or as otherwise provided in Section 10.13 hereofa greater integral multiple of $100,000 (if an ABR Borrowing other than a Swing Line Borrowing) or (ii) $2,000,000 or a greater integral multiple of $100,000 (if a LIBOR Rate Borrowing); (c) When determined, as such amount may be reduced pursuant hereto. The Facility A Commitments may be utilized by the Borrowers in the form of Facility A Loans and Letters of Credit, all as more fully hereinafter set forth, provided that the aggregate principal amount of Facility A Loans and Letters of Credit outstanding at any one time under Facility A shall not exceed the lesser of (i) the Facility A Commitments and Commitment Usage may not exceed the Facility A Committed Sum, (ii) the Borrowing Base as then determined and computed. During the period from and including the date hereof to but not including the Revolving Credit Termination Date, the Borrowers may use the Facility A Commitments by borrowing, repaying and reborrowing Facility A Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount no Lender's Pro Rata Part of the Facility A Commitments is necessaryCommitment Usage may exceed such Lender's Facility A Committed Sum, and (iii) the Facility A LoansCommitment Usage, when aggregated with the Facility B Loans and Principal Debt may not exceed the face Total Commitment; (d) The Borrower shall make a Borrowing under Facility A on the Closing Date in an amount sufficient to refinance its existing revolving credit facility with The Chase Manhattan Bank, as Agent; and (e) The principal amount of all Letters $2,512,300 of Credit shall be deemed to utilize the Facility A Commitments. The obligations of Committed Sum shall be available to Borrower from the Lenders hereunder are several and not jointdate hereof until March 15, and no Lender shall under any circumstances be obligated to extend credit under 1999, (the "LEASE FACILITY FUND") at which time the Facility A Commitments in excess of its Facility A Commitment. Each Borrowing of Facility A Loans Committed Sum shall be made ratably permanently reduced by the Lease Facility Fund and no amounts of the Lease Facility Fund may be drawn by Borrower thereafter. Borrowings from the Lenders in accordance with their Lease Facility A CommitmentsFund shall be used solely for the purchase by Borrower of certain designated properties approved by Agent and subject to the lease agreements between Monro Leasing, LLC, a Delaware limited liability company, and a Wholly Owned Subsidiary of Borrower, as Lessee, and Brazos Automotive Properties, L.P., as Lessor.

Facility A. Until the Revolving Credit Termination Date, each Each Facility A Lender severally agrees, on the terms and conditions set forth in this Agreementhereinafter , to make loans advances (individually, a "Facility A Loan" and, collectively, the "Facility A LoansAdvances") to the Borrowers from time Borrower of up to time in a an aggregate principal amount requested by either Borrower up not to exceed such Facility A Lender's Facility A Commitment on any Business Day from the maximum amount of date hereof until the Facility A Commitment which each Lender agrees to extend to the Borrowers as set forth opposite such Lender's signature hereto under the heading "Termination Date. Each Facility A Commitment" or as otherwise provided Loan shall be in Section 10.13 hereofan amount equal to at least $1,000,000 (or, as such amount may be reduced pursuant hereto. The if less, the aggregate remaining unused amounts of all Facility A Commitments may Lenders' Facility A Commitments) (unless such Facility A Loan is made in order to pay Nortel any amount owing to Nortel or any Affiliate thereof, in which case there shall be utilized by the Borrowers in the form no minimum amount for such Facility A Advance) and shall consist of Facility A Loans and Letters Advances of Credit, all as more fully hereinafter set forth, provided that the same Type made on the same day by the Facility A Lenders ratably according to their respective Facility A Commitments. In no event shall the aggregate principal amount of all Facility A Loans and Letters of Credit Advances outstanding at on any one time under Facility A shall not date exceed the lesser of of: (i) the Facility A Maximum Commitments and as of such date, and (ii) the Facility A Borrowing Base as then determined and computedof such date. During Notwithstanding the immediately preceding sentence, for the period from the date of this Agreement to and including 180 days after the date hereof to but not including the Revolving Credit Termination Date, the Borrowers may use the Facility A Commitments by borrowing, repaying and reborrowing Facility A Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination the aggregate outstanding principal balance of the unused or available amount of Facility A Advances under Tranche 2 may exceed the Facility A Commitments is necessaryBorrowing Base for Tranche 2 of Facility A, but not the Facility A Loans, the Facility B Loans and the face amount of all Letters of Credit shall be deemed to utilize the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility A Maximum Commitments in excess of its Facility A Commitment. Each Borrowing for Tranche 2 of Facility A Loans (the "Overadvance") provided that, (I) the Overadvance shall not exceed at any one time $20,000,000 in the aggregate, (II) any such Overadvance shall consist of loans from the Borrower to either or both Wichita PCS and D&E/Omnipoint, which loans: (1) shall be made ratably from used by Wichita PCS and D&E/Omnipoint, respectively, for the Lenders payment to Nortel for Nortel Goods and Services used in accordance with their Facility A Commitments.the Wichita BTAs and the Denver & Ephrata BTAs, respectively; (2) are evidenced by Intercompany Notes that constitute Collateral hereunder; and (3) are repaid within 180 days of the date of this Agreement; and

Facility A. Until the Revolving Credit Termination Date, each Each Facility A Lender severally agrees, on the terms and conditions set forth in this Agreementhereinafter , to make loans advances (individually, a "Facility A Loan" and, collectively, the "Facility A LoansAdvances") to the Borrowers from time Borrower of up to time in a an aggregate principal amount requested by either Borrower up not to exceed such Facility A Lender's Facility A Commitment on any Business Day from the maximum amount of date hereof until the Facility A Commitment which each Lender agrees to extend to the Borrowers as set forth opposite such Lender's signature hereto under the heading "Termination Date. Each Facility A Commitment" or as otherwise provided Loan shall be in Section 10.13 hereofan amount equal to at least $1,000,000 (or, as such amount may be reduced pursuant hereto. The if less, the aggregate remaining unused amounts of all Facility A Commitments may Lenders' Facility A Commitments) (unless such Facility A Loan is made in order to pay Nortel any amount owing to Nortel or any Affiliate thereof, in which case there shall be utilized by the Borrowers in the form no minimum amount for such Facility A Advance) and shall consist of Facility A Loans and Letters Advances of Credit, all as more fully hereinafter set forth, provided that the same Type made on the same day by the Facility A Lenders ratably according to their respective Facility A Commitments. In no event shall the aggregate principal amount of all Facility A Loans and Letters of Credit Advances outstanding at on any one time under Facility A shall not date exceed the lesser of of: (i) the Facility A Maximum Commitments and as of such date, and (ii) the Facility A Borrowing Base as then determined and computedof such date. During Notwithstanding the immediately preceding sentence, for the period from the date of this Agreement to and including [*] days after the date hereof to but not including the Revolving Credit Termination Date, the Borrowers may use the Facility A Commitments by borrowing, repaying and reborrowing Facility A Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination the aggregate outstanding principal balance of the unused or available amount of Facility A Advances under Tranche 2 may exceed the Facility A Commitments is necessaryBorrowing Base for Tranche 2 of Facility A, but not the Facility A Loans, the Facility B Loans and the face amount of all Letters of Credit shall be deemed to utilize the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility A Maximum Commitments in excess of its Facility A Commitment. Each Borrowing for Tranche 2 of Facility A Loans (the "Overadvance") provided that, (I) the Overadvance shall not exceed at any one time [*] in the aggregate, (II) any such Overadvance shall consist of loans from the Borrower to either or both [*] PCS and [*]/Omnipoint, which loans: --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC (1) shall be made ratably from used by [*] PCS and [*]/Omnipoint, respectively, for the Lenders payment to Nortel for Nortel Goods and Services used in accordance with their Facility A Commitments.the [*] BTAs and the [*] BTAs, respectively; (2) are evidenced by Intercompany Notes that constitute Collateral hereunder; and (3) are repaid within [*] days of the date of this Agreement; and

Facility A. Until (i) Subject to the Revolving Credit Termination Date, each Lender agrees, on the terms and conditions set forth limitations in this Agreement, to make loans (individually, a "the proceeds of Facility A Loan" and, collectively, the "Advances for Tranche 1 of Facility A Loans"shall be available (and the Borrower shall use such proceeds) for the general corporate and working capital purposes of the Borrower and its Subsidiaries related to their telecommunications businesses (including up to the QJV Amount for Qualified Joint Ventures for use within the Designated BTAs), but not for the purpose of purchasing equipment from competitors of Nortel or for investing in markets (x) that are supplied by competitors of Nortel and (y) in which Nortel is not a major supplier of equipment. All Facility A Advances under Tranche 1 of Facility A shall be made either (A) by credit against the Volume Purchase Agreement, (B) directly to Nortel to pay amounts due under the Volume Purchase Agreement or (C) to the Borrowers from time Borrower to time in a principal amount requested by either reimburse the Borrower up for Nortel Goods and Services for the Designated BTAs for which the Borrower has previously paid, provided that, the Administrative Agent shall have received satisfactory evidence of such payment. For markets which constitute Designated BTAs on the Closing Date, the Borrower is permitted to borrow funds hereunder to reimburse the Borrower for cash purchases made prior to the maximum amount Closing Date (upon receipt by the Administrative Agent of satisfactory evidence of payment for such purchase) with respect to such Designated BTAs. For markets which are not Designated BTAs on the Closing Date, reimbursement to the Borrower for cash purchases for markets made before those markets became Designated BTAs are in the sole discretion of the Facility A Commitment which each Lender agrees to extend Lenders at the time the BTA is proposed for acceptance as a Designated BTA. (ii) Subject to the Borrowers as set forth opposite such Lender's signature hereto under limitations in this Agreement, the heading "Facility A Commitment" or as otherwise provided in Section 10.13 hereof, as such amount may be reduced pursuant hereto. The Facility A Commitments may be utilized by the Borrowers in the form proceeds of Facility A Loans and Letters of Credit, all as more fully hereinafter set forth, provided that the aggregate principal amount Advances for Tranche 2 of Facility A Loans shall be available (and Letters the Borrower shall use such proceeds): (A) for the payment when due of Credit outstanding at any one time certain invoices for Permitted Third-Party Expenses for equipment and services for use in the Designated BTAs (including up to $15,000,000 to finance up to fifty percent (50%) of the purchase price of Nortel handsets and up to $2,000,000 for the acquisition of Real Estate on which switches or other Network operating equipment is to be located); and (B) from the date of this Agreement until 180 days after the date of this Agreement (subject to documentation reasonably acceptable to the Administrative Agent), to make intercompany loans from the Borrower to either or both Wichita PCS and D&E/Omnipoint, which loans (I) shall be used by Wichita PCS and D&E/Omnipoint to purchase Nortel Goods and Services under the Volume Purchase Agreement to the extent that the requirements of a Facility A shall not exceed the lesser of (i) the Facility A Commitments and (ii) the Borrowing Base as then determined and computed. During the period from and including the date hereof to but not including the Revolving Credit Termination Date, the Borrowers may use the Facility A Commitments by borrowing, repaying and reborrowing Facility A Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or Advance under Tranche 2 are otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Facility A Commitments is necessary, the Facility A Loans, the Facility B Loans and the face amount of all Letters of Credit shall be deemed to utilize the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility A Commitments in excess of its Facility A Commitment. Each Borrowing of Facility A Loans shall be made ratably from the Lenders in accordance with their Facility A Commitments.met;

Facility A. Until the Revolving Credit Termination Date, each Lender agrees, on Subject to the terms and conditions set forth in this Agreementcontained herein and until the Termination Date, to Lenders shall make loans (individually, to Borrower on a "Facility A Loan" and, collectively, the "Facility A Loans") to the Borrowers revolving basis in amounts requested by Borrower from time to time (the "FACILITY A LOANS" and each, a "FACILITY A LOAN") in a principal an aggregate amount requested outstanding at any time not to exceed the lesser of $10,000,000.00 or the amount permitted by either Borrower up to the maximum amount paragraph (f) of the this Section 2.02. In addition, each Facility A Commitment which each Lender agrees to extend to the Borrowers as set forth opposite Loan shall be in an aggregate amount that is an integral multiple of $100,000.00, and no such Lender's signature hereto under the heading "Facility A Commitment" or as otherwise provided in Section 10.13 hereof, as such amount may Loan shall be reduced pursuant heretoless than the Minimum Loan. The Facility A Commitments may Loans may, upon request of Lenders, be utilized evidenced by the Borrowers a Revolving Loan Note in the form attached hereto as EXHIBIT A. Subject to availability, at Borrower's request, L/C Issuer will issue documentary letters of Facility A Loans and Letters of Creditcredit (each, all as more fully hereinafter set forth, provided that the a "DOCUMENTARY LETTER OF CREDIT") up to an aggregate principal dollar amount of Facility A Loans and Letters of Credit outstanding at any one time of Four Million Dollars ($4,000,000.00) under Facility A A, and any such drawdowns made under such Documentary Letters of Credit shall not exceed the lesser of (i) the Facility A Commitments and (ii) the Borrowing Base as then determined and computed. During the period from and including the date hereof to but not including the Revolving Credit Termination Date, the Borrowers may use the Facility A Commitments be funded by borrowing, repaying and reborrowing Facility A Loans in whole or in part and/or by having at the Agent issue Letters time of Creditsuch drawdown; PROVIDED, having such Letters of Credit expire or otherwise terminate without having been drawn upon orHOWEVER, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Facility A Commitments is necessary, the Facility A Loans, the Facility B outstanding Loans and the face amount of all outstanding Documentary Letters of Credit shall be deemed to utilize not at any time exceed the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility A Commitments in excess of its Facility A CommitmentMaximum Amount. Each Borrowing of Facility A Loans shall be made ratably from the Lenders drawdown and any expense payable by Borrower in accordance with their EXHIBIT J hereto under any such Documentary Letter of Credit shall constitute a Loan under Facility C from the date of such drawdown to the first day of the next succeeding calendar month, at which time such Facility C Loan shall be refunded under Facility A Commitmentsand each Lender shall fund its respective Applicable Percentage of such Facility A Loan. Borrower shall deliver to L/C Issuer a completed and executed application form together with such other documents in the forms then required by L/C Issuer prior to the issuance of any Documentary Letter of Credit. In the event of any inconsistency between L/C Issuer's required forms and this Agreement, the Mortgages and the Assignments, the provisions of this Agreement, the Mortgages and the Assignments shall prevail. In addition, the special provisions of EXHIBIT J shall apply to any and all Documentary Letters of Credit.

Facility A. Until Subject to the Revolving Credit Termination applicable provisions of this Agreement, all Advances available to the Borrower under Facility A may be repaid and re-borrowed by the Borrower at all times prior to the Conversion Date. On the Conversion Date, the amount of the Commitment of each Lender under Facility A shall be reduced to the amount of its share of the Loan outstanding under Facility A on the Conversion Date. The Lenders may, in their absolute discretion, agree to extend the Conversion Date for further periods of 364 days each, at any time, provided that the Borrower makes such request to the Agent at least 90 days but not more than 120 days prior to the Conversion Date. The Agent shall promptly notify the Lenders of any such request and, no earlier than the 60th day nor later than the 30th day prior to the Conversion Date, each Lender agreesshall notify the Agent of its election to extend or not extend the Conversion Date pursuant to such request. Any Lender who does not respond to such request within such time period shall be deemed to have elected not to extend the Conversion Date. If the Majority Lenders consent to such extension, on the terms Conversion Date will be extended for an additional 364 day period, such extension applying only to those Lenders who provided their consent to such extension. The Borrower may request the extension of the Conversion Date for any number of consecutive extensions, provided that if the Majority Lenders do not elect to extend the Conversion Date following any such request, no further request may be made. At the option of the Borrower, any Lender not consenting to such an extension (a "Non-Consenting Lender"): 2.2.1 may be replaced (in whole or in part, but if in part, only if the balance of such Lender's Commitment is repaid in the manner set out in subsection 2.2.2) by one or more Lenders, or by a new Lender satisfactory to the Borrower and conditions set forth the Agent, in which case such Non-Consenting Lender shall be obliged to promptly Assign its rights, benefits and obligations as a Lender to such new Lender in accordance with the provisions of Section 16.2; or 2.2.2 may have any amount not assumed by a Lender under subsection 2.2.1 prepaid by the Borrower, with a corresponding reduction in the amount of Facility A, subject to the payment by the Borrower of the breakage costs described in Section 7.2, if any. If, and to the extent that, the full amount of the Commitments of the Non-Consenting Lenders are not assumed or prepaid pursuant to this Section 2.2, the remaining Commitment under Facility A of each Non-Consenting Lender (in this Agreement, to make loans (individuallycontext, a "Termed-Out Lender") shall terminate on the day which would have been the last day of the Term of Facility A Loan" A, and, collectivelyas and from the Conversion Date, the "Facility A Loans") to the Borrowers from time to time in a principal amount requested by either Borrower up to the maximum amount of the Facility A Commitment which each Lender agrees to extend to the Borrowers as set forth opposite such Lender's signature hereto under the heading "Facility A Commitment" or as otherwise provided in Section 10.13 hereof, as such amount may be reduced pursuant hereto. The Facility A Commitments may be utilized by the Borrowers in the form portion of Facility A Loans will (a) no longer revolve, and (b) be subject to the repayment obligations set out in subsections 8.1.1, 8.2.1, 8.2.2 and 8.3. The initial Advance under Facility A shall be in an amount sufficient to repay all amounts owing under the Existing Credit Agreement. Facility A is available by way of Prime Rate Advances, Swing Line Advances, US Base Rate Advances, Libor Advances, BA Advances and Letters of Credit, all as more fully hereinafter set forth, provided that the aggregate principal amount of Facility A Loans and Letters of Credit outstanding at any one time under Facility A shall not exceed the lesser of (i) the Facility A Commitments and (ii) the Borrowing Base as then determined and computed. During the period from and including the date hereof to but not including the Revolving Credit Termination Date, the Borrowers may use the Facility A Commitments by borrowing, repaying and reborrowing Facility A Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Facility A Commitments is necessary, the Facility A Loans, the Facility B Loans and the face amount of all Letters of Credit shall be deemed to utilize the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility A Commitments in excess of its Facility A Commitment. Each Borrowing of Facility A Loans shall be made ratably from the Lenders in accordance with their Facility A Commitments.

Facility A. Until the Revolving Credit Termination Date, each Lender agrees, on (a) Availability. Subject to the terms and conditions set forth in of this Agreement, each Facility A Lender severally agrees to make advance to Borrower from time to time during the period beginning on the Closing Date and ending on the Facility A Maturity Date such loans as Borrower may request under Facility A (individually, a "Facility A Revolving Loan" and"); provided, collectivelyhowever, the "Facility A Loans"that: (i) to the Borrowers from time to time in a principal amount requested by either Borrower up to the maximum amount of the Facility A Commitment which each Lender agrees to extend to the Borrowers as set forth opposite such Lender's signature hereto under the heading "Facility A Commitment" or as otherwise provided in Section 10.13 hereof, as such amount may be reduced pursuant hereto. The Facility A Commitments may be utilized by the Borrowers in the form of Facility A Loans and Letters of Credit, all as more fully hereinafter set forth, provided that the aggregate principal amount of all Facility A Revolving Loans and Letters of Credit outstanding made by each Facility A Lender at any one time under outstanding shall not exceed such Lender's Facility A Commitment at such time; and (ii) The aggregate principal amount of all Facility A Revolving Loans made by all Facility A Lenders at any time outstanding shall not exceed the lesser of (i) the Total Facility A Commitments and (ii) the Borrowing Base as then determined and computedCommitment at such time. During the period from and including the date hereof to but not including the Revolving Credit Termination Date, the Borrowers may use the All Facility A Commitments by borrowing, repaying and reborrowing Facility A Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Facility A Commitments is necessary, the Facility A Loans, the Facility B Loans and the face amount of all Letters of Credit shall be deemed to utilize the Facility A Commitments. The obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Facility A Commitments in excess of its Facility A Commitment. Each Borrowing of Facility A Revolving Loans shall be made ratably from the on a pro rata basis by Facility A Lenders in accordance with their respective Facility A CommitmentsProportionate Shares, with each Facility A Borrowing to be comprised of a Facility A Revolving Loan by each Facility A Lender equal to such Lender's Facility A Proportionate Share of such Borrowing. Except as otherwise provided herein, Borrower may borrow, repay and reborrow Facility A Revolving Loans until the Facility A Maturity Date.