Common use of Revolving Credit Facility Clause in Contracts

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (ai) The Revolving Credit Lenders grant Subject to the terms and conditions hereof, each Revolving Lender agrees to make available to Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a revolving credit facility (the “Revolving Credit FacilityAdvance”) pursuant to which, ). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and upon not joint. Until the terms Commitment Termination Date and subject to the terms and conditions herein set forth: (i) each hereof, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(a); provided, that the amount of any Revolving Credit Lender severally agrees Advance to make be made at any time shall not exceed Borrowing Availability at such time. Each Revolving Credit Ratable Loans Advance shall be made on notice by Borrower to one of the representatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (1) 1:00 p.m. (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) 11:00 a.m. (New York time) on the date which is three (3) Business Days prior to the Borrower in accordance with Section 2.2; (ii) each proposed Revolving Credit Lender mayAdvance, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and case of a LIBOR Loan. Each such notice (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The a ”Notice of Revolving Credit Facility Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(a)(i), and shall include the information required in such Exhibit and such other information as may be subject required by Agent. If Borrower desires to have the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advancesbear interest by reference to a LIBOR Rate, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitmentit must comply with Section 1.5(e). (ii) In no event Except as provided in Section 1.12, Borrower shall execute and deliver to each Revolving Lender a note to evidence the outstanding Revolving Loan Commitment of that Revolving Lender. Each note shall be in the principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(a)(ii) (each a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note shall represent the obligation of Borrower to pay the amount of the applicable Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the Revolving Loan and all other unpaid Revolving Credit non-contingent Obligations shall be paid immediately due and payable in full by the Borrower in immediately available funds on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Commitment Termination Date.

Revolving Credit Facility. (a) The Borrower Representative may, upon notice to the Administrative Agent, terminate the Revolving Credit Lenders grant Facility in full or permanently reduce the Revolving Credit Facility in part; provided that (i) any such notice shall be received by the Administrative Agent not later than 2:00 p.m. Eastern time (11:00 am Pacific time) five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower a revolving credit facility Representative shall not terminate or reduce the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, Overall Excess Availability would be less than $0, (iv) if, after giving effect to any reduction of the “Revolving Credit Facility”, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such Letter of Credit Sublimit and Swing Line Sublimit shall be automatically reduced by the amount of such excess, (v) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) Borrowers shall pay each Revolving Credit Lender severally agrees to make its Applicable Percentage of the Early Termination Fee on the amount terminated or reduced concurrently with such termination or reduction and (vi) any such notice may be revoked if it indicates that a termination of the Revolving Credit Ratable Loans to Facility is in connection with a refinancing of all Obligations and such refinancing is not consummated or is delayed. The Administrative Agent will promptly notify the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to Lenders of any such notice of termination or reduction of the Borrower in accordance with Section 2.3; and (iii) Revolving Credit Facility. Any reduction of the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject applied to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Commitment of each Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) Lender according to its Applicable Percentage. All fees accrued until the Facility Letter effective date of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount any termination of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters effective date of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Datesuch termination.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Accruing from the Closing Date until the Maturity Date with respect to the Borrower a revolving credit facility (the “Revolving Credit Facility”, the Borrower agrees to pay to the Administrative Agent for the account of each Revolving Facility Lender according to its Pro Rata Share, a nonrefundable unused commitment fee (each a "Revolving Facility Unused Commitment Fee") pursuant equal to whichthe Applicable Unused Commitment Fee Rate (computed on the basis of a year of 360 days, as the case may be, and upon actual days elapsed) multiplied by the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum average daily result of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus Facility Commitments minus (ii) the Revolving Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereofUsage; provided, the Revolving Credit Facility is available from the date hereof further, that any Unused Commitment Fee accrued with respect to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Defaulting Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless during the period prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election time such Lender became a Defaulting Lender and approval unpaid at such time shall not be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full payable by the Borrower on the Revolving Credit Facility Termination Date (so long as such Lender shall be a Defaulting Lender except to the extent that, pursuant that such Unused Commitment Fee shall otherwise have been due and payable by the Borrower prior to Article IV, Facility Letters of Credit are permitted such time; and provided further that no Unused Commitment Fee shall accrue with respect to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, Commitment of a Revolving Credit Declining Defaulting Lender so long as such Lender shall be paid a Defaulting Lender. Subject to the provisos in full by the Borrower directly preceding sentence, all Revolving Facility Unused Commitment Fees shall be payable in arrears on its Revolving Credit Declining Lender’s Termination Datethe first day of each Fiscal Quarter of the Borrower.

Revolving Credit Facility. (a) The Revolving Credit Subject to and upon the terms of this Agreement, the Lenders grant to the Borrower collectively, but severally, establish a revolving credit facility (in favor of the “Borrower. The aggregate of all advances under the Revolving Credit Facility”) pursuant Facility are sometimes referred to whichin this Agreement collectively as the "Revolving Loan". The amount set forth below opposite each Lender's name is herein called such Lender's "Revolving Credit Committed Amount" and the total of each Lender's Revolving Credit Committed Amount is herein called the "Total Revolving Credit Committed Amount". The proportionate share set forth below opposite each Lender's name is herein called such Lender's "Revolving Credit Pro Rata Share": Revolving Credit Revolving Credit LENDER COMMITTED AMOUNT PRO RATA SHARE NationsBank $21,000,000 100% Total Revolving Credit Committed Amount: $21,000,000 100% Neither the Agent nor any of the Lenders shall be responsible for the Revolving Credit Commitment of any other Lender, and upon nor will the terms and subject failure of any Lender to perform its obligations under its Revolving Credit Commitment in any way relieve any other Lender from performing its obligations under its Revolving Credit Commitment. During the Revolving Credit Commitment Period, the Borrower may request advances under the Revolving Credit Facility in accordance with the provisions of this Agreement; provided that after giving effect to the conditions herein set forthBorrower's request: (i) the outstanding principal balance of each Lender's Pro Rata Share of the Revolving Loan and of the Letter of Credit Lender severally agrees to make Obligations would not exceed the lesser of (a) such Lender's Pro Rata Share of the Revolving Loan and of the Letter of Credit Ratable Loans to Obligations or (b) such Lender's Pro Rata Share of the Borrower in accordance with Section 2.2;Borrowing Base; and, (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate outstanding principal amount balance of the Revolving Loan and all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations would not exceed the Aggregate lesser of (a) the Total Revolving Credit CommitmentCommitted Amount or (b) the Borrowing Base. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) , each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In limitation: in no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon On the terms and subject to the conditions herein hereinafter set forth: (i) , including Article III, each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans Advances (including, in the case of the Swingline Lender, any Swingline Advances) from time to time on any Business Day during the Reinvestment Period (or immediately thereafter pursuant to Section 8.04), on a pro rata basis in each case in an aggregate principal amount at any one time outstanding up to but not exceeding such Lender’s Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding the Maximum Available Amount as then in effect. For the avoidance of doubt, each ▇▇▇▇▇▇’s obligation to refund Swingline Advances pursuant to Section 2.15 shall constitute usage of its Commitment. Each such borrowing of an Advance on any single day is referred to herein as a “Borrowing”. Within such limits and subject to the other terms and conditions of this Agreement, the Borrower in accordance with may borrow (and re-borrow) Advances under this Section 2.2; (ii) each Revolving Credit 2.01 and prepay Advances under Section 2.05. On the terms and conditions hereinafter set forth, from time to time from the Closing Date until the end of the Reinvestment Period, the Borrower may request the Swingline Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Swingline Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility Borrower, secured by the Collateral; provided that the Swingline Lender shall be subject not fund any Swingline Advance if, after giving effect to the following limitations: (i) In no event shall amount of the sum of (i) Swingline Advance requested, the aggregate principal amount of all Advances outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations would exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall Borrowing Base. Advances to be made for the outstanding principal amount purpose of all outstanding Competitive Bid refunding Swingline Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full made by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid Lenders as provided in full by the Borrower on its Revolving Credit Declining Lender’s Termination DateSection 2.15.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to conditions, and relying upon the conditions herein representations and warranties, set forth: (i) forth herein, each Revolving Credit Lender severally agrees to make loans (individually a “Revolving Credit Ratable Loans Loan” and, collectively, the “Revolving Credit Loans”) to the Borrower in accordance with Section 2.2; (ii) each Company from time to time during the Revolving Credit Lender mayCommitment Period up to, in its sole discretionbut not exceeding, make bids to make Competitive Bid Loans to at any one time outstanding the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate its Revolving Credit Commitment. (ii) In ; provided, however, that no event Revolving Credit Loan shall be made if, after giving effect to such Revolving Credit Loan, the aggregate outstanding principal amount of all outstanding Competitive Bid Advances Revolving Credit Loans at such time would exceed the Competitive Bid Sublimit.Total Commitment in effect at such time or if the Aggregate Outstandings would (b) exceed the Total Commitment. During the Revolving Credit Commitment Period, the Company may from time to time borrow, repay and reborrow Revolving Credit Loans on or after the date hereof and prior to the Revolving Credit Commitment Termination Date, subject to the terms, provisions and limitations set forth herein. The Revolving Credit Loans may be (i) Adjusted Libor Loans, (ii) Base Rate Loans or (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitmenta combination thereof. (c) Subject The Company shall give the Administrative Agent irrevocable written notice (or telephonic notice promptly confirmed in writing) not later than 11:00 a.m. New York, New York time, three (3) Business Days prior to the terms hereofdate of each proposed Adjusted Libor Loan under this Section 2.01 or prior to 11:00 a.m. New York, New York time on the date of each proposed Base Rate Loan under this Section 2.01. Such notice shall be irrevocable and shall specify (i) the amount and Type of the proposed borrowing, (ii) the initial Interest Period if an Adjusted Libor Loan, and (iii) the proposed Borrowing Date. Upon receipt of such notice from the Company, the Administrative Agent shall promptly notify each Lender thereof. Except for borrowings which utilize the full remaining amount of the Total Commitment, each borrowing of a Base Rate Loan (other than a Swingline Loan) shall be in an amount not less than $1,000,000 or, if greater, whole multiples of $100,000 in excess thereof. Each borrowing of an Adjusted Libor Loan shall be in an amount not less than $1,000,000 or whole multiples of $500,000 in excess thereof. Funding of all Revolving Credit Facility is available from Loans shall be made in accordance with Section 3.12 of this Agreement. (d) The Company shall have the date hereof to the Revolving Credit Facility Termination Date andright, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments not less than five (5) Business Days’ prior written notice to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit terminate the Total Commitment or from time to time to permanently reduce the amount of the Total Commitment; provided, however, that no such termination or reduction shall be permitted if, after giving effect thereto and to any payments of the Revolving Credit Facility Termination DateLoans and the Swingline Loans made on the effective date thereof, which election and approval the Aggregate Outstandings would exceed the Total Commitment as then reduced; provided, further, that any such termination or reduction requiring prepayment of any Adjusted Libor Loan shall be evidenced by made only on the last day of the Interest Period with respect thereto or on the date of payment in full of all amounts owing pursuant to Section 3.08 hereof as a written instrument in a form reasonably acceptable to and executed by result of such Revolving Credit Declining Lender, the Borrower, termination or reduction. The Administrative Agent shall promptly notify each Lender of each notice from the Company to terminate or permanently reduce the amount of the Total Commitment pursuant to this Section 2.01(c). Any such reduction shall be in the amount of at least $5,000,000 or whole multiples of $1,000,000 in excess thereof, and shall reduce permanently the Administrative Agent. Upon amount of the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining LenderTotal Commitment then in effect. (de) Any outstanding The several agreements of the Lenders to make Revolving Credit Advances and all other unpaid Revolving Credit Obligations Loans pursuant to this Section 2.01 shall be paid in full by the Borrower automatically terminate on the Revolving Credit Facility Commitment Termination Date (except to Date. Upon such termination, the extent that, pursuant to Article IV, Facility Letters Company shall immediately repay in full the principal amount of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held bythen outstanding, together with all accrued interest thereon and all other unpaid Revolving Credit Obligations amounts due and payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Datehereunder.

Revolving Credit Facility. (ai) The During the Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Period, each Tranche I Revolving Credit Facility”) pursuant to whichLender severally agrees, and upon on the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees forth in this Agreement, to make Tranche I Revolving Credit Ratable Loans to the Borrower in accordance with U.S. Dollars from time to time in an aggregate amount at any time outstanding not to exceed the amount of its Tranche I Revolving Commitment less the sum of its then outstanding LC Exposure and its then outstanding Swingline Exposure. Within the limits specified in this Agreement, the Borrower may borrow under this Section 2.2;2.01(b)(i), prepay Tranche I Revolving Loans to the extent permitted by Section 2.09 and reborrow at any time during the Revolving Credit Period pursuant to this Section 2.01(b)(i). The Existing Loans outstanding under the Existing Credit Agreement as of the Effective Date and deemed to be Tranche I Revolving Loans by Section 3.02(c) shall be governed by the terms and conditions of this Agreement. (ii) each During the Revolving Credit Period, each Tranche II Revolving Lender mayseverally agrees, on the terms and conditions set forth in its sole discretionthis Agreement, make bids to make Competitive Bid Tranche II Revolving Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to U.S. Dollars or Euros, as requested by the Borrower in accordance with the applicable Notice of Borrowing, from time to time in an aggregate amount at any time outstanding (calculated, in the case of Euro Revolving Loans, at the U.S. Dollar Equivalent thereof) not to exceed the amount of its Tranche II Revolving Commitment. Within the limits specified in this Agreement, the Borrower may borrow under this Section 2.19. (b) The 2.01(b)(ii), prepay Tranche II Revolving Credit Facility shall be subject Loans to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances extent permitted by Section 2.09 and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, reborrow at any time during the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, Period pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Datethis Section 2.01(b)(ii). All outstanding Borrowings of Euro Revolving Credit Loans held byshall be made as Euro-Currency Borrowings and shall not be made as, and all other unpaid Revolving Credit Obligations payable or converted to, a Base Rate Borrowings. The Existing Loans outstanding under the Existing Credit Agreement as of the Effective Date and deemed to be Tranche II Revolving Credit Declining Lender Loans by Section 3.02(c) shall be paid in full governed by the Borrower on its Revolving Credit Declining Lender’s Termination Dateterms and conditions of this Agreement.

Revolving Credit Facility. (ai) The Revolving Credit Lenders grant Subject to the Borrower terms and conditions hereof, each Revolving Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a revolving credit facility (the “Revolving Credit FacilityAdvance”), which Revolving Credit Advances shall be either based on A/R Borrowing Availability (such Revolving Credit Advances, each an “A/R Revolving Credit Advance”) pursuant to whichor based on Inventory Borrowing Availability (such Revolving Credit Advances, each an “Inventory Revolving Credit Advance”). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and upon not joint. Until the terms Commitment Termination Date, Borrowers may borrow, repay and subject to the conditions herein set forth: reborrow under this Section 1.1(a); provided that (i) each the amount of any A/R Revolving Credit Lender severally agrees Advance to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; be made at any time shall not exceed A/R Borrowing Availability at such time, (ii) each the amount of any Inventory Revolving Credit Lender mayAdvance to be made at any time shall not exceed Inventory Borrowing Availability at such time, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The amount of any Revolving Credit Facility Advance to be made at any time shall be subject to the following limitations: not exceed Borrowing Availability at such time and (iiv) In no event shall the sum of (i) the aggregate principal amount of all outstanding Inventory Revolving Credit Advances shall be made prior to the Inventory Activation Date. Borrowing Availability (including A/R Borrowing Availability and Inventory Borrowing Availability) may be reduced by Reserves imposed by Agent in its reasonable credit judgment. Each Revolving Credit Ratable AdvancesAdvance shall be made on notice by Borrower Representative on behalf of the Borrowers, Competitive Bid Advances jointly and Swing Line Advancesseverally, individually and collectively, to one of the representatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (1) plus 2:00 p.m. (iiNew York time) on the Facility Letter Business Day of Credit Obligations exceed the Aggregate proposed Revolving Credit CommitmentAdvance, in the case of an Index Rate Loan, or (2) 2:00 p.m. (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a ”Notice of Revolving Credit Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(a)(i), shall separately identify the amount of each requested A/R Revolving Credit Advance and Inventory Revolving Credit Advance, and shall include the information required in such Exhibit and such other information as may be required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e). (ii) In no event Except as provided in Section 1.12, each Borrower shall execute and deliver to each Revolving Lender a note to evidence the outstanding Revolving Loan Commitment of that Revolving Lender. Each note shall be in the principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Initial Funding Date and substantially in the form of Exhibit 1.1(a)(ii) (each a “Revolving Note” and, collectively, the “Revolving Notes”). Each Revolving Note shall represent the obligation of the Borrowers, jointly and severally, individually and collectively, to pay the amount of the applicable Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all outstanding Competitive Bid Revolving Credit Advances exceed to the Competitive Bid SublimitBorrowers together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the aggregate Revolving Loan and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date. (iii) In Anything in this Agreement to the contrary notwithstanding, at the request of Borrower Representative, in its discretion Agent may (but shall have absolutely no event shall obligation to), make Revolving Credit Advances to Borrowers on behalf of Revolving Lenders in amounts that cause the outstanding principal balance of the aggregate Revolving Loan to exceed the Aggregate Borrowing Base (any such excess Revolving Credit Advances are herein referred to collectively as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of Agent’s or Revolving Lenders’ right to refuse to make any further Overadvances or Revolving Credit Advances to any Borrower, or incur any Letter of Credit Obligations with respect to any Borrower, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default based on Borrowers’ failure to comply with Section 1.3(b)(i) for so long as Agent permits such Overadvance to be outstanding, but solely with respect to the amount of all outstanding Swing Line Advances such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Section 2 have not been met. All Overadvances shall constitute Index Rate Loans, shall bear interest at the Default Rate applicable to Inventory Revolving Credit Advances, and shall be payable on the earlier of demand or the Commitment Termination Date. Except as otherwise provided in Section 1.11(b), the authority of Agent to make Overadvances is limited to an aggregate amount not to exceed $15,000,000 at any time, shall not cause the aggregate Revolving Loan to exceed the Swing Line CommitmentMaximum Amount, and may be revoked prospectively by a written notice to Agent signed by Revolving Lenders holding 66 2/3% of the Revolving Loan Commitments. (civ) Subject to For the terms hereof, purpose of determining the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding A/R Revolving Credit Advances and all other unpaid Inventory Revolving Credit Obligations Advances outstanding: (A) prior to the Inventory Activation Date, all Revolving Loans shall be paid in full by the Borrower on the deemed to be A/R Revolving Credit Facility Termination Date Advances; and (except B) thereafter, all Revolving Loans, in an amount not to exceed the extent thatAggregate A/R Borrowing Base, pursuant shall be deemed to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the be A/R Revolving Credit Facility Termination Date). All outstanding Advances, any excess shall be deemed to be Inventory Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination DateAdvances.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) forth herein, each Lender with a Revolving Credit Lender Commitment ("Revolving Credit Lender") hereby severally and not jointly agrees to make revolving loans, in Dollars or an Alternative Currency (each individually, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrowers from time to time during the period from the Effective Date to the Business Day next preceding the Revolving Credit Ratable Loans Termination Date, in an amount not to the Borrower in accordance with Section 2.2; (ii) each exceed at any time outstanding such Lender's Revolving Credit Lender mayCommitment at such time; provided, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of that (i) the aggregate principal amount of all outstanding the Revolving Loans made to the Borrowers by each Revolving Credit Advances (including Lender on a Funding Date shall not exceed the Dollar amount of such Lender's Pro Rata Share of the Revolving Credit Ratable AdvancesAvailability on such Funding Date, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility aggregate outstanding amount of Multicurrency Loans shall not exceed at any time the Multicurrency Sublimit less the outstanding amount of Letter of Credit Obligations exceed denominated in Alternative Currencies and (iii) the Aggregate aggregate outstanding amount of Revolving Credit Commitment. Obligations owing by any Foreign Borrower shall not exceed at any time such Foreign Borrower's Foreign Borrower Sublimit in effect at such time. All Revolving Loans comprising the same Borrowing hereunder shall be made by such Revolving Credit Lenders simultaneously and proportionately to their then respective Revolving Credit Commitments. Subject to the provisions hereof (including, without limitation, Sections 3.01(a) and 5.02), any Borrower may repay any outstanding Revolving Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.02(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. Borrowings of Revolving Loans denominated in Dollars shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount. Borrowings of Multicurrency Loans shall be Eurocurrency Loans denominated in a single Alternative Currency in an aggregate minimum amount equal to an integral multiple of 100,000 units in such Alternative Currency and (converted to the Dollar Equivalent thereof) equal to or greater than $1,000,000. For the purposes of determining compliance with this Section 2.02(a), the Dollar Equivalent of a Multicurrency Loan in an Alternative Currency shall be determined by First Chicago London upon receipt from the Company of the Notice of Borrowing requesting such Multicurrency Loan, and such Dollar Equivalent shall be recalculated on each date that it shall be necessary to determine the unused portion of each Lender's Revolving Credit Commitment or any or all of the Loans outstanding on such date. On the Effective Date (i) all Revolving Loans outstanding on such date shall be repaid in full from proceeds of Term Loans and/or new Revolving Loans made on such date, (ii) In no event the Revolving Credit Commitments shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. be reduced from $200,000,000 to $175,000,000, (iii) In no event shall the outstanding principal amount that portion of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from Commitments of the date hereof Existing Lenders that are not a party to this Agreement in excess of $25,000,000 shall be deemed to be assigned to the Revolving Credit Facility Termination Date andLenders party to this Agreement, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto and each such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Existing Lender shall cease to be a Revolving Credit Declining Lender. party to this Agreement, (div) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except Commitment of each Revolving Credit Lender party to the extent thatExisting Credit Agreement that is a party to this Agreement shall be adjusted from such Lender's Pro Rata Share (as defined in the Existing Credit Agreement) of $200,000,000 to the amount set forth opposite such Lender's name under the heading "Revolving Credit Commitment" on Schedule 1.01, pursuant and (v) each Revolving Credit Lender becoming a party to Article IV, Facility Letters of Credit are permitted this Agreement on the Effective Date shall be deemed to have an expiration date later than assumed from the Revolving Credit Facility Termination Date). All outstanding Revolving Lenders party to the Existing Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, Agreement a Revolving Credit Declining Lender shall be paid in full by Commitment equal to the Borrower on its amount set forth opposite such Lender's name under the heading "Revolving Credit Declining Lender’s Termination DateCommitment" on Schedule 1.01.

Revolving Credit Facility. (ai) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) hereof, each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line available from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a "Revolving Credit Advance"). Revolving Credit Advances hereunder shall include advances made by Agent under the Revolving Loan to fund Banker's Acceptances issued by Agent in favor of the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the provided that that aggregate principal face amount of all such outstanding Banker's Acceptances shall not at any time exceed $9,000,000. The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advancesfunded Banker's Acceptances issued in favor of the Borrower) plus (ii) outstanding shall not exceed at any time the Facility Letter of Credit Obligations exceed Maximum Amount less the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. Loan and the aggregate stated amounts of Letters of Credit outstanding at such time (c"Borrowing Availability"). Borrower shall make payments of principal from time to time under the Revolving Loan so that the aggregate amount of Revolving Advances does not at any time exceed the then Borrowing Availability. Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1 (a). Each Revolving Credit Advance shall be made either pursuant (a) Subject to the terms hereofAgent's Cash Management System (Prime Rate Loans only) or (b) on notice by Borrower to the representative of Agent identified on Annex G at the address specified thereon. Notices by Borrower must be given no later than (1) 12:00 p.m. (Boston, Massachusetts time) on the Business Day of the proposed Revolving Credit Advance, in the case of a Prime Rate Loan, or (2) 11:00 a.m. (Boston, Massachusetts time) on the date which is two (2) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan or a BAR Loan. Each such notice (a "Notice of Revolving Credit Advance") must be given in writing (by telecopy or overnight courier) and shall be in such form and shall include such information as may be required by Agent. If Borrower desires to have the Revolving Credit Facility is available from the date hereof Advances bear interest by reference to the Revolving Credit Facility Termination Date anda LIBOR Rate, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, Borrower must comply with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.Section 1.4

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Availability. Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject ----------------------------- conditions of this Agreement, FFC agrees to advance to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees Borrower, from time to make Revolving Credit Ratable Loans to time during the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to period beginning on the Borrower in accordance with Section 2.3; and (iii) Closing Date and ending on the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum earliest of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable AdvancesFacility Termination Date, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter occurrence of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. a Termination Event and (iii) In no event shall such other date as is specified in Section 7.02 or 7.03, such loans as the Borrower may request under this Section 2.01 ------------ (including any Warehouse Revolving Loan and any Support Revolving Loan, each a "Revolving Loan"); provided, however, that the aggregate outstanding -------------- -------- ------- principal amount balance of all outstanding Swing Line Advances Revolving Loans at any time shall not exceed the Swing Line Commitment. (c) Subject to the terms hereofMaximum Commitment Amount. Except as otherwise provided herein, the Borrower may borrow, repay and reborrow Revolving Credit Facility is available from Loans until the date hereof to earliest of (i) the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, (ii) the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment occurrence of a Termination Event and (iii) such other date as is specified in Section 7.02 or 7.03; provided, however, that if FFC's obligation to make Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with Loans hereunder terminates as the approval result of the Borrower occurrence of a Termination Event, FFC's right to terminate such obligation is conditioned by and the Administrative Agent, to extend its Revolving Credit Commitment subject to the following: (1) FFC shall give the Borrower not less than thirty (30) days' prior written notice (the "Notice Period") of its intent to terminate its obligation to ------------- make Revolving Credit Facility Loans hereunder (the "Termination Date, which election Notice"). ------------------ (2) The Borrower shall have the opportunity to cure the Termination Event during the Notice Period and approval shall be evidenced by a written instrument in a form reasonably acceptable cure has not occurred at or prior to and executed by such Revolving Credit Declining Lender, the Borrower, end of the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining LenderNotice Period. (d3) Any During the Notice Period, FFC shall not be obligated to make additional Revolving Loans other than Warehouse Revolving Loans relating to Collateral Loans for which documented loan commitments were outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by at the time the Termination Notice was given to the Borrower on by FFC; provided, however, that the principal amount of any such Warehouse Revolving Credit Facility Termination Date Loan shall not exceed five percent (except to 5%) of the extent that, pursuant to Article IV, Facility Letters principal amount of Credit any Collateral Loans that are permitted to have an expiration date later than being originated or purchased with the proceeds of such Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination DateWarehouse Loan.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant On and after the Closing Date and prior to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant Termination Date applicable to whichsuch Lender, and upon the terms and subject to conditions set forth in this Agreement and in reliance upon the conditions representations and warranties of the Borrower herein set forth: (i) , each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender mayBorrower, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: provided that (i) In in no event shall the sum of (i) may the aggregate principal amount of all outstanding Revolving Loans and the Facility Letter of Credit Advances (including Revolving Credit Ratable AdvancesObligations of any Lender exceed its Commitment, Competitive Bid Advances and Swing Line Advances) plus (ii) in no event may the sum of the aggregate principal amount of all outstanding Loans and the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (iib) In On and after the Closing Date and prior to the date that is 30 days prior to the Termination Date applicable to such Lender, each Lender severally agrees, on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, to participate in Facility Letters of Credit issued pursuant to Section 2.19 for the account of the Borrower, provided that (i) in no event shall may the outstanding aggregate principal amount of all outstanding Competitive Bid Advances Loans and Facility Letter of Credit Obligations of any Lender exceed the Competitive Bid Sublimit. its Commitment and (iiiii) In in no event shall may the outstanding principal aggregate amount of all Facility Letter of Credit Obligations exceed an amount equal to the Aggregate Commitment minus the sum of all outstanding Swing Line Advances exceed the Swing Line CommitmentLoans. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend Loans hereunder shall expirebe made ratably by the several Lenders in accordance with their respective Pro Rata Shares. The Revolving Participations in Facility Letters of Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval hereunder shall be evidenced by a written instrument ratable among the several Lenders in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lenderaccordance with their respective Pro Rata Shares. (d) Any outstanding Revolving All Obligations with respect to the Commitment, Loans and Facility Letters of Credit Advances and all other unpaid Revolving Credit Obligations of a Lender shall be paid in full due and payable by the Borrower on the Revolving Credit Facility Termination Date (except applicable to the extent that, such Lender unless such Obligations shall sooner become due and payable pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date)Section 8.01 or as otherwise provided in this Agreement. All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, owing to a Revolving Credit Declining Lender (or the Agent) shall be paid in full due and payable by the Borrower on the Termination Date applicable to such Lender (or the latest Termination Date in the case of the Agent) unless such other Obligations shall sooner become due and payable pursuant to Section 8.01 or as otherwise provided in this Agreement (e) Each Borrowing which shall not utilize the Aggregate Commitment in full shall be in an amount not less than One Million Dollars ($1,000,000) in the case of a Borrowing consisting of Eurodollar Loans and One Million Dollars ($1,000,000) in the case of a Borrowing consisting of ABR Loans. Each Borrowing shall consist of a Loan made by each Lender in the proportion of its Revolving Credit Declining Pro Rata Share. Within the limits of the Aggregate Commitment, the Borrower may borrow, repay pursuant to Section 2.10, and reborrow Loans under this Section 2.01. On such terms and conditions, the Loans may be outstanding as ABR Loans or Eurodollar Loans. Each type of Loan shall be made and maintained at the applicable Lender’s Termination DateLending Office for such type of Loan. The failure of any Lender to make any requested Loan to be made by it on the date specified for such Loan shall not relieve any other Lender of its obligation (if any) to make such Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make such Loan to be made by such other Lender.

Revolving Credit Facility. (a) The Each Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to whichLender severally agrees, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees , to make Revolving Credit Ratable Loans to the Borrower from time to time in accordance with Section 2.2; (ii) each an aggregate principal amount at any one time outstanding which, when added to such Revolving Lender’s Revolving Ratable Share of the Letter of Credit Lender mayObligations then outstanding, in its sole discretion, make bids to make Competitive Bid Loans and after giving effect to the Borrower in accordance with Section 2.3; and (iii) proposed Revolving Loan and application of the Swing Line Lender agrees to make Swing Line Advances proceeds thereof to the repayment of any outstanding Obligations, (A) does not exceed the amount of such Revolving Lender’s Revolving Commitment and (B) does not cause the Borrowing Base Availability to become less than zero. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower in accordance with Section 2.19may borrow, prepay and reborrow Revolving Loans. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof Closing Date to the Revolving Termination Date. The Revolving Commitments under the Revolving Credit Facility (or the applicable portion of the Revolving Commitments thereunder) will expire on the Revolving Termination Date therefor. (c) Notwithstanding Section 2.10(b) hereof, with respect to the Revolving Credit Facility Termination Date andor portion thereof, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any any outstanding Revolving Credit Advances Loans thereunder and all other unpaid Revolving Credit Obligations thereunder shall be paid Repaid in full Full by the Borrower on the Revolving Credit Facility Termination Date therefor (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the such Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to Outstanding Balance on the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth:Effective Date; Availability. (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable The principal balance of the "Loans" made under the Predecessor Agreement and outstanding on the Effective Date is $245,000,000, all of which shall continue as Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility hereunder and shall be subject to and governed by the following limitations: (i) In no event shall the sum terms and provisions of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitmentthis Agreement. (ii) In Subject to the terms and conditions set forth in this Agreement, each Lender hereby severally and not jointly agrees to make loans, in Dollars (each individually, a "Loan" and, collectively, the "Loans") to the Borrowers from time to time during the period from the Effective Date to the Business Day next preceding the Revolving Credit Termination Date, in an amount not to exceed such Lender's Pro Rata Share of the Revolving Credit Availability at such time. All Loans comprising the same Borrowing under this Agreement shall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares, it being understood that no event Lender shall be responsible for any failure by any other Lender to perform its obligation to make a Loan hereunder nor shall the Revolving Credit Commitment of any Lender be increased or decreased as a result of any such failure. Subject to the provisions of this Agreement, the Borrowers may repay any outstanding Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.01(a) at the time of such Borrowing, through the Business Day next preceding the Revolving Credit Termination Date; provided, however, the Borrowers shall, without notice or demand of any kind, immediately make such repayments of the Loans to the extent necessary to reduce the aggregate outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event Loans to an amount less than or equal to the difference between the then Maximum Revolving Credit Amount and the Letter of Credit Obligations as of such time. Each requested Borrowing of Loans funded on any Funding Date for Loans shall the outstanding be in a principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitmentat least $1,000,000 and in integral multiples of $100,000 in excess of that amount. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The A Borrower which has drawn a Revolving Credit Lenders grant Facility Loan shall repay that Loan in full on the last day of its Interest Period. (b) Without prejudice to the Borrower a revolving credit facility Borrowers’ obligations under paragraph (the “a) above, if one or more Revolving Credit Facility”) pursuant Facility Loans are to which, and upon the terms and subject be made available to the conditions herein set forthBorrowers: (i) each on the same day that a maturing Revolving Credit Lender severally agrees Facility Loan is due to make Revolving Credit Ratable Loans to be repaid by the Borrower in accordance with Section 2.2Borrowers; (ii) each in the same currency as the maturing Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3Facility Loan; and (iii) in whole or in part for the Swing Line Lender agrees to make Swing Line Advances to purpose of refinancing the Borrower in accordance with Section 2.19. (b) The maturing Revolving Credit Facility Loan, the aggregate amount of the new Revolving Credit Facility Loans shall be subject to treated as if applied in or towards repayment of the following limitationsmaturing Revolving Credit Facility Loan so that: (iA) In no event shall if the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the maturing Revolving Credit Facility is available from Loan exceeds the date hereof to aggregate amount of the new Revolving Credit Facility Termination Date Loans: (1) the Borrowers will only be required to pay an amount in cash in the relevant currency equal to that excess; and, upon (2) each Lender’s participation (if any) in the new Revolving Credit Facility Termination Date, Loans shall be treated as having been made available and applied by the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment Borrowers in or towards repayment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining that Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with participation (if any) in the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the maturing Revolving Credit Facility Termination Date, which election Loan and approval shall that Lender will not be evidenced by a written instrument required to make its participation in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the new Revolving Credit Facility Termination Date Loans available in cash; and (except B) if the amount of the maturing Revolving Credit Facility Loan is equal to or less than the aggregate amount of the new Revolving Credit Facility Loans: (1) the Borrowers will not be required to make any payment in cash; and (2) each Lender will be required to make its participation in the new Revolving Credit Facility Loans available in cash only to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than that its participation (if any) in the new Revolving Credit Facility Termination Date). All outstanding Loans exceeds that Lender’s participation (if any) in the maturing Revolving Credit Loans held by, Facility Loan and all other unpaid the remainder of that Lender’s participation in the new Revolving Credit Obligations payable to, a Facility Loans shall be treated as having been made available and applied by the Borrowers in or towards repayment of that Lender’s participation in the maturing Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination DateFacility Loan.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to whichBank agrees, and upon on the terms and subject to the conditions herein hereinafter set forth: (i) each Revolving Credit Lender severally agrees , to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender mayfrom time to time during the period from the date of this Agreement up to, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereofbut not including, the Revolving Credit Facility is available from Termination Date, or such date as the date hereof Bank exercises any right to the Revolving Credit Facility Termination Date andterminate its obligations hereunder, upon whichever occurs first, in an aggregate principal amount not to exceed at any time Six Million and 00/100 Dollars ($6,000,000.00). On the Revolving Credit Facility Termination Date, the Bank's obligation to make Revolving Credit Commitments Loans to lend hereunder the Borrower shall expire. The cease and the Borrower shall pay to the Bank all unpaid and outstanding principal due under the Revolving Credit Commitment of a Facility, all accrued and unpaid interest and all other charges, to include Redeployment Costs, due under the Loan Documents. Each Revolving Credit Declining Lender Loan which shall expire on its not utilize the Commitment in full shall be in the amount of not less than $50,000.00, provided that each LIBOR or Fixed Rate Loan shall be in an amount of not less than $500,000.00. Within the limits of the Commitment, the Borrower may borrow, repay and re-borrow under the Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender electsFacility, with subject to the approval of the Borrower terms and the Administrative Agentprovisions herein set forth, to extend its Revolving Credit Commitment up to the Revolving Credit Facility Termination Date. Subject to the terms and provisions hereof, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except Loans may be outstanding as Prime Loans, LIBOR Loans or Fixed Rate Loans. Revolving Credit Loans shall have a maturity consistent with their Interest Period. The obligation of the Bank to make Revolving Credit Loans shall be subject to the extent thatconditions precedent that on the date each Revolving Credit Loan is made, pursuant to Article IVthe following statements shall be true and the Bank shall have received the Certificate and Supporting Statements as well as a certificate signed by a duly authorized officer of the Borrower dated the date of each Revolving Credit Loan, Facility Letters stating: (a) The amount of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.Loan requested;

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to whichLender agrees, and upon on the terms and subject to the conditions herein set forth, to make advances to the Borrower (each a “Revolving Advance” and collectively, the “Revolving Advances”) from time to time from the date all of the conditions set forth in Section 3.1 hereof are satisfied (the “Funding Date”) to the Termination Date, on the terms and subject to the conditions herein set forth. The Lender shall have no obligation to make a Revolving Advance if, after giving effect to such requested Revolving Advance, the sum of the outstanding and unpaid Revolving Advances and the L/C Amount under this Section or otherwise would exceed the Maximum Line. The Borrower’s obligation to repay the Revolving Advances shall be evidenced by the Revolving Note and secured by the Collateral pursuant to the Security Documents. Within the limits set forth in this Section, the Borrower may borrow, repay in accordance with the terms hereof and reborrow from the Lender. The Borrower agrees to comply with the following procedures in requesting Revolving Advances under this Section: (a) Borrower shall make each request for a Revolving Advance either orally, in writing, or electronically pursuant to an online treasury services master agreement with Lender. Each such oral or written request must specify the date of the requested Advance and the amount thereof. At the request of ▇▇▇▇▇▇, an oral request must be confirmed in writing by Borrower within three (3) Business Days. Each request shall be by (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; any officer of Borrower; or (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the any person designated as ▇▇▇▇▇▇▇▇’s agent by any officer of Borrower in accordance with Section 2.3a writing delivered to Lender; and or (iii) the Swing Line Lender agrees any person whom ▇▇▇▇▇▇ reasonably believes to make Swing Line Advances to the be an officer of Borrower in accordance with Section 2.19.or such a designated agent (b) The Revolving Credit Facility shall be subject to Upon fulfillment of the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereofapplicable conditions set forth in Article III, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with disburse the approval proceeds of the Borrower requested Revolving Advance by crediting the same to a Borrower’s demand deposit account maintained at the Lender unless the Lender and the Administrative Agent, Borrower shall agree in writing to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agentanother manner of disbursement. Upon the execution Lender’s request, the Borrower shall promptly confirm each telephonic request for a Revolving Advance by executing and delivery of delivering an appropriate confirmation certificate to the Lender. The Borrower shall repay all Revolving Advances even if the Lender does not receive such confirmation and even if the person requesting a Revolving Advance was not in fact authorized to do so. Any request for a Revolving Advance, whether written instrumentor telephonic, such Revolving Credit Lender shall cease be deemed to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full representation by the Borrower on that the Revolving Credit Facility Termination Date (except to conditions set forth in Section 3.2 hereof have been satisfied as of the extent that, pursuant to Article IV, Facility Letters time of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Daterequest.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (cA) Subject to the terms and conditions of this Agreement and the other Loan Documents, Lenders agree, for so long as no Default or Event of Default exists, to make Revolving Credit Loans to Borrower, from time to time, as requested by Borrower in accordance with the terms of Section 2.4 hereof, up to a maximum principal amount at any time outstanding equal to the lesser of the Revolving Credit Facility is available from Commitment or the date hereof Borrowing Base at such time, as evidenced by Revolving Credit Notes; provided, however, that (i) no Lender shall be obligated to make Advances in excess of such Lender's Total Commitment Percentage of the Revolving Credit Facility Termination Date and, upon Commitment (the "Revolving Credit Facility Termination DatePercentage"), the and (ii) each Borrowing shall be made ratably by all Lenders in accordance with their respective Revolving Credit Commitments to lend hereunder shall expirePercentages. The Revolving Credit Commitment Loans shall be made in two components, as follows: a nonrevolving component comprising the first $8,000,000 of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval Advances of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election Loans ("Nonrevolving Portion") and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such revolving component comprising all Advances of the Revolving Credit Declining Lender, Loans following the Borrower, first $8,000,000 of Advances of the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender Loans ("Revolving Portion"). Collateral Agent shall cease to be a not make Advances of the Nonrevolving Portion following the first $8,000,000 of Advances of Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances Loans, and all other unpaid Revolving Credit Obligations shall be paid in full payments by the Borrower on the Revolving Credit Facility Termination Date Loans shall be credited to the Nonrevolving Portion only if the principal balance of the Revolving Credit Loans is equal to or less than $8,000,000. It is expressly understood and agreed that Collateral Agent may use the Borrowing Base as a maximum ceiling on Revolving Credit Loans outstanding to Borrower at any time. If the unpaid balance of the Revolving Credit Loans should exceed the Borrowing Base, or any other limitation set forth in this Agreement, such Revolving Credit Loans shall nevertheless constitute Obligations that are secured by the Collateral and entitled to all benefits thereof. (except B) Notwithstanding the provisions of Section 2.1(A), Collateral Agent shall have the right to establish reserves in such amounts, and with respect to such matters, as Collateral Agent shall reasonably deem necessary or appropriate, against the amount of Revolving Credit Loans which Borrower may otherwise request under Section 2.1(A), including, without limitation, with respect to (i) price adjustments, damages, unearned discounts, returned products or other matters for which credit memoranda are issued in the ordinary course of Borrower's business; (ii) shrinkage, spoilage and obsolescence of Inventory; (iii) slow moving Inventory; (iv) other sums chargeable against Borrower's Loan Account as Revolving Credit Loans under any section of this Agreement; and (v) such other matters, events, conditions or contingencies as to which Collateral Agent, in its reasonable credit judgment will be exercised in accordance with its usual and customary practice applied to borrowing base credits generally, determines reserves should be established from time to time hereunder. (C) Borrower may, no more than twice during any twelve-month period, upon thirty (30) Business Days' prior written notice to the Collateral Agent, reduce by $1,000,000 or an integral multiple thereof the unborrowed amount of the Revolving Credit Commitment as in effect on the date of such notice; provided, however, that in no event may the Revolving Credit Commitment be reduced to an amount less than $20,000,000 pursuant to this Section 2.1(C). The effective date of any such reduction shall occur at the end of a monthly period upon which the fee described in Section 3.2(B) is computed. No reduction of the Revolving Credit Commitment shall be subject to reinstatement. (D) The Revolving Credit Loans shall be used solely for general corporate and working capital purposes of Borrower (including, without limitation, acquisitions, distributions, capital expenditures and repayments of indebtedness permitted hereunder), to the extent that, pursuant to Article IV, Facility Letters not inconsistent with the provisions of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Datethis Agreement.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Ratable Loans Committed Loan”) to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender mayBorrowers from time to time, on any Business Day during the applicable Availability Period, in its sole discretion, make bids an aggregate outstanding amount not to make Competitive Bid Loans to exceed at any time the Borrower in accordance with Section 2.3; and lesser of (iiix) the Swing Line Lender agrees to make Swing Line Advances to amount of such Revolving Lender’s Revolving Commitment, or (y) such Revolving Lender’s Applicable Percentage of the Borrower Borrowing Base, subject in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject each case to the following limitations: (i) In no event shall the sum after giving effect to any Borrowing of (i) Revolving Committed Loans, the aggregate principal amount Outstanding Amount of the Revolving Committed Loans of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all outstanding LC Obligations, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans under the Revolving Credit Advances (including Facility shall not exceed such Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus Lender’s Revolving Commitment, (ii) the Facility Outstanding Amount of all LC Obligations shall not at any time exceed the Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit., and (iii) In no event shall after giving effect to any Borrowing of Revolving Committed Loans, the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, Total Outstandings under the Revolving Credit Facility is available from shall not exceed the date hereof Loan Cap. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving Committed Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. Notwithstanding the foregoing, the Borrowers shall not request, and the Revolving Lenders shall not be obligated to advance, any Revolving Committed Loans (other than in respect of LC Borrowings to refinance any Unreimbursed Amount of any Letter of Credit as provided in Section 2.03) at any time when Availability in respect of the FILO Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lenderis greater than zero. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The On and after the Closing Date and prior to the Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to whichTermination Date, and upon the terms and subject to conditions set forth in this Agreement and in reliance upon the conditions representations and warranties of the Borrower herein set forth: (i) , each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender mayBorrower, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: provided that (i) In in no event shall the sum of (i) may the aggregate principal amount of all outstanding Revolving Credit Advances Loans (including including, in the case of the Swing Line Lender, outstanding Swing Line Loans) and the Facility Letter of Credit Obligations of any Lender exceed its Revolving Credit Ratable AdvancesCommitment, Competitive Bid Advances and Swing Line Advances) plus (ii) in no event may the sum of the aggregate principal amount of all outstanding Revolving Credit Loans, (including all outstanding Swing Line Loans) and the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (iib) In On and after the Closing Date and prior to the Revolving Credit Termination Date, each Revolving Credit Lender severally agrees, on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, to participate in Facility Letters of Credit issued pursuant to Section 2.23 for the account of the Borrower, provided that (i) in no event shall may the outstanding aggregate principal amount of all outstanding Competitive Bid Advances Revolving Credit Loans and Facility Letter of Credit Obligations of any Lender exceed its Revolving Credit Commitment and (ii) in no event may the aggregate amount of all Facility Letter of Credit Obligations exceed the Competitive Bid Sublimit. lesser of (iiiA) In no event shall $150,000,000 and (B) an amount equal to the Aggregate Revolving Credit Commitment minus the sum of all outstanding principal amount of Revolving Credit Loans (including all outstanding Swing Line Advances exceed the Swing Line CommitmentLoans). (c) Subject to the terms hereof, the Revolving Credit Facility is available from Loans hereunder (other than Swing Line Loans) shall be made ratably by the date hereof to the several Revolving Credit Facility Termination Date and, upon the Lenders in accordance with their respective Revolving Credit Pro Rata Shares. Participations in Facility Termination Date, Letters of Credit hereunder shall be ratable among the several Revolving Credit Commitments to lend hereunder shall expire. The Lenders in accordance with their respective Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining LenderPro Rata Shares. (d) Any outstanding Revolving Credit Advances and all other unpaid All Revolving Credit Obligations shall be paid in full due and payable by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, unless such Revolving Credit Obligations shall sooner become due and payable pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than Section 8.01 or as otherwise provided in this Agreement. (e) Each Borrowing under the Revolving Credit Facility Termination Datewhich shall not utilize the Aggregate Revolving Credit Commitment in full shall be in an amount not less than One Million Dollars ($1,000,000) in the case of a Borrowing consisting of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) in the case of a Borrowing consisting of ABR Loans and, in either case, if in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000). All outstanding Each Borrowing under the Revolving Credit Facility shall consist of a Revolving Credit Loan made by each Lender in the proportion of its Revolving Credit Pro Rata Share. Within the limits of the Aggregate Revolving Credit Commitments, the Borrower may borrow, repay pursuant to Section 2.11, and reborrow Revolving Credit Loans held byunder this Section 2.01. On such terms and conditions, and all other unpaid the Revolving Credit Obligations payable to, a Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Revolving Credit Declining Lender Loan shall be paid in full by made and maintained at the Borrower on its applicable Lender’s Lending Office for such type of Loan. The failure of any Revolving Credit Declining Lender to make any requested Revolving Credit Loan to be made by it on the date specified for such Revolving Credit Loan shall not relieve any other Revolving Credit Lender of its obligation (if any) to make such Revolving Credit Loan on such date, but no Revolving Credit Lender (or other Lender’s Termination Date) shall be responsible for the failure of any other Revolving Credit Lender to make such Revolving Credit Loan to be made by such other Revolving Credit Lender. The provisions of this Section 2.01.1(e) shall not apply to Swing Line Loans.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forthhereof: (i) Subject to the terms and conditions of this Agreement, each Lender with a Revolving Credit Lender severally Facility Commitment agrees (severally, not jointly or jointly and severally) to make Revolving Credit Ratable Loans to Borrower from the Closing Date to, but not including, the Final Revolving Commitment Termination Date, at such times and in such amounts as Borrower may request in accordance with Section 2.2;2.6, in an aggregate amount at any one time outstanding not to exceed the result of (A) such Lender’s Pro Rata Share of the lesser of Maximum Revolver Amount and the Sublimit minus (B) the Letter of Credit Usage; provided that at no time shall the amount of such Lender’s aggregate Loans exceed such Lender’s Revolving Credit Facility Commitment. (ii) each Borrowings under the Revolving Credit Lender mayFacility may be borrowed, in its sole discretionrepaid without penalty or premium, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19and reborrowed. (b) The foregoing to the contrary notwithstanding, in no event shall any Lender be obligated to make Revolving Loans hereunder if, after giving effect to the requested Revolving Loan, the Revolving Credit Facility Usage would exceed lesser of (i) the Maximum Revolver Amount or (ii) the Sublimit. (c) In the event that, at any time, the Revolving Credit Facility Usage exceeds the Maximum Revolver Amount, then Borrower immediately shall repay the amount of such excess to Agent to be applied to the outstanding principal balance of the Revolving Loans. In the event that, at any time, the Revolving Credit Facility Usage exceeds the Sublimit for a period of more than 10 Business Days as a result of the extension of loans under the Broker/Dealer Credit Facility, then Borrower immediately shall pay the amount of such excess to Agent to be applied to the outstanding principal balance of the Revolving Loans. (d) noNo Lender shall have any obligation to make any Revolving Loan under the Revolving Credit Facility on or after the Final Revolving Commitment Termination Date; provided that upon the prior written request of Borrower, Agent may, in its sole and absolute discretion and with prior written notice to Borrower, extend the Final Revolving Commitment Termination Date by a period of up to one hundred twenty (120) days, in which even the Final Revolving Commitment Termination Date shall thereafter mean and refer to such extended date. (e) Subject to Section 2.1(b) hereof, each Borrowing under the Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate in a minimum principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances$250,000 and, Competitive Bid Advances and Swing Line Advances) plus (ii) thereafter, in integral multiples of $100,000, unless such Borrowing is being made to pay any interest, fees, or expenses then due hereunder, in which case such Borrowing may be in the Facility Letter amount of Credit Obligations exceed the Aggregate Revolving Credit Commitmentsuch interest, fees, or expenses. (iif) In On the Closing Date, “Revolving Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement (the “Existing Revolving Loans”) shall be converted into Revolving Loans hereunder, it being understood that no event shall repayment of the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to Existing Revolving Loans is being effected hereby, but merely an amendment, restatement, and renewal in accordance with the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms and conditions hereof, each Revolving Lender agrees to make available from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a "Revolving Credit Advance"). Revolving Credit Advances hereunder shall include advances made by Agent under the Revolving Loan to fund Banker's Acceptances issued by Agent in favor of the Borrowers provided that that aggregate face amount of all such outstanding Banker's Acceptances shall not at any time exceed the lesser of (a) the Borrowing Base or (b) $9,000,000. The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Borrowing Base, in each case less the amount of the Swing Line Loan outstanding at such time ("Borrowing Availability"). Borrowers shall make payments of principal from time to time under the Revolving Loan so that the aggregate amount of Revolving Advances does not at any time exceed the then Borrowing Availability. Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 1.1 (a). Each Revolving Credit Advance shall be made either pursuant (a) to the Agent's Cash Management System (Prime Rate Loans only) or (b) on notice by Borrower Representative on behalf of the Borrowers to the representative of Agent identified on Schedule 1.1 at the address specified thereon. Notices by Borrower Representative must be given no later than (1) 12:00 p.m. (Manchester, New Hampshire time) on the Business Day of the proposed Revolving Credit Advance, in the case of a Prime Rate Loan, or (2) 11:00 a.m. (Manchester, New Hampshire time) on the date which is two (2) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan or a BAR Loan. Each such notice (a "Notice of Revolving Credit Advance") must be given in writing (by telecopy or overnight courier) and shall be in such form and shall include such information as may be required by Agent. If any Borrower desires to have the Revolving Credit Facility is available from the date hereof Advances bear interest by reference to the Revolving Credit Facility Termination Date anda LIBOR Rate, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, Borrower Representative must comply with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.Section 1.4

Revolving Credit Facility. (ai) The Subject to the terms and conditions hereof, each Cdn. Revolving Lender agrees to make available to Lower Lakes from time to time until the Commitment Termination Date its Pro Rata Share of Canadian Dollar advances (each, a "Cdn. Revolving Credit Lenders grant Advance") under the Cdn. Revolving Loan Commitment (the "Cdn. Revolving Credit Facility"). The Pro Rata Share of the Cdn. Revolving Loan of any Cdn. Revolving Lender shall not at any time exceed its separate Cdn. Revolving Loan Commitment. Immediately prior to the Borrower effectiveness of this Agreement, the outstanding principal balance of "Cdn. Revolving Loans" under the Existing Credit Agreement is Cdn. $2,000,000. Such "Cdn. Revolving Loans" under the Existing Credit Agreement shall be deemed to be, and hereby are converted into, on the Restatement Closing Date, outstanding Cdn. Revolving Loans hereunder. Each Cdn. Revolving Lender with a Cdn. Revolving Loan Commitment hereunder shall make such payments among themselves and/or shall fund Cdn. Revolving Loans requested by Lower Lakes on the date hereof as are necessary to ensure that such converted Cdn. Revolving Loans and all Cdn. Revolving Loans requested by Lower Lakes on the Restatement Closing Date are funded by the Cdn. Revolving Lenders holding Cdn. Revolving Loan Commitments hereunder pro rata based on their respective shares of the Cdn. Revolving Loan Commitment. In addition, there is one letter of credit issued and outstanding under the Existing Credit Agreement with a face amount of Cdn. $100,000, which shall constitute a Letter of Credit hereunder as of the Restatement Closing Date. The obligations of each Cdn. Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Lower Lakes may from time to time borrow, repay and reborrow under this Section 1.1(a); provided, that the Canadian Dollar amount of any Cdn. Revolving Credit Advance to be made at any time shall not exceed Cdn. Borrowing Availability at such time. Each Cdn. Revolving Credit Advance shall be made on notice by Lower Lakes to one of the representatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than 11:00 a.m. (New York time) on the Business Day of the proposed Cdn. Revolving Credit Advance. Each such notice (a "Cdn. Notice of Revolving Credit Advance") must be given in writing (by electronic mail or overnight courier) substantially in the form of Exhibit 1.1(a)(i), and shall include the information required in such Exhibit. (ii) For the period from March 31 through June 30 of each calendar year, the Cdn. Revolving Lenders shall establish (on a several and not joint or joint and several basis) in favor of Lower Lakes a seasonal overadvance revolving credit facility (the “Revolving Credit "Cdn. Seasonal Facility”") pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility which shall be subject to the following limitations: terms contained herein that are applicable to the Cdn. Revolving Loan. For greater certainty, the Cdn. Seasonal Facility is a sub-facility of the Cdn. Revolving Credit Facility and shall not be subject to the limits of the Cdn. Borrowing Base but shall be subject to the Cdn. Maximum Amount. The Cdn. Seasonal Facility shall be in an amount not to exceed (iall as determined in Cdn. Dollars using, where applicable, the Cdn. Dollar Equivalent Amount) In no event shall the sum lesser of: (A) US $17,000,000 less the principal amount outstanding under the US Seasonal Facility, or (B) 85% of the aggregate Orderly Liquidation Value of the Cdn. Vessels and the US Owned Vessels (based upon the most recent appraisal received by the Agent) less the aggregate of (i) the principal amount outstanding under the Cdn. Term Loan and the principal amount outstanding under the US Term Loan, (ii) the aggregate amount of the obligations secured by Liens attaching to the Cdn. Vessels and the US Owned Vessels that have priority to the Liens securing the Obligations, and (iii) the principal amount outstanding under the US Seasonal Facility; provided, that if Lower Lakes has certified to the Agent in the applicable Cdn. Notice of Revolving Credit Advance that all or a portion of the proceeds of the related Cdn. Revolving Credit Advance will be directly applied to retire any obligation described in clause (ii) above, then such obligation will not be counted in determining availability for such Advance. The aggregate of all Cdn. Revolving Credit Advances (including Advances under the Cdn. Seasonal Facility) shall at no time exceed the Cdn. Maximum Amount. Notwithstanding the foregoing, during calendar year 2014, the period referenced above shall be extended through July 31; provided, that for the period from July 1, 2014 through July 31, 2014, the reference to “US$17,000,000” shall be deemed to be a reference to “US$5,000,000” (iii) Except as provided in Section 1.11, Lower Lakes shall execute and deliver to each Cdn. Revolving Lender a Canadian Dollar note to evidence the Cdn. Revolving Loan Commitment of that Cdn. Revolving Lender. Each note shall be in the principal amount of the Cdn. Revolving Loan Commitment of the applicable Cdn. Revolving Lender, dated the Restatement Closing Date and substantially in the form of Exhibit 1.1(a)(iii) (each, a "Cdn. Revolving Note" and, collectively, the "Cdn. Revolving Notes"). Each Cdn. Revolving Note shall represent the obligation of Lower Lakes to pay the amount of the Cdn. Revolving Lender's Cdn. Revolving Loan Commitment or, if less, such Cdn. Revolving Lender's Pro Rata Share of the aggregate unpaid principal amount of all outstanding Cdn. Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expireLower Lakes together with interest thereon as prescribed in Section 1.5. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval entire unpaid balance of the Borrower and the Administrative Agent, to extend its Cdn. Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances Loan and all other unpaid Revolving Credit non-contingent Obligations owing by Lower Lakes shall be paid immediately due and payable in full by the Borrower in immediately available funds on the Commitment Termination Date. All Cdn. Revolving Notes issued under the Existing Credit Facility Termination Agreement shall be deemed replaced as of the Restatement Closing Date (except to with the extent that, notes issued pursuant to Article IV, Facility Letters of this Agreement (without effecting a novation with respect to any "Obligations" as defined in the Existing Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination DateAgreement). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forthhereof: (i) each Revolving Credit Subject to the terms and conditions of this Agreement, Lender severally agrees to make Revolving Credit Ratable Loans to Borrower from the Closing Date to, but not including, the Final Revolving Commitment Termination Date, at such times and in such amounts as Borrower may request in accordance with Section 2.2;2.6 hereof; and (ii) each Borrowings under the Revolving Credit Lender mayFacility may be borrowed, in its sole discretionrepaid without penalty or premium, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19and reborrowed. (b) The In no event shall Lender be obligated to make Loans hereunder if, after giving effect to the requested Revolving Loan, the Revolving Credit Facility Usage would exceed lesser of (i) the Revolving Credit Facility Commitment or (ii) the Sublimit. (c) In the event that, at any time, the Revolving Credit Facility Usage exceeds the Revolving Credit Facility Commitment, then Borrower immediately shall repay the amount of such excess to Lender to be applied to the outstanding principal balance of the Revolving Loans. In the event that, at any time, the Revolving Credit Facility Usage exceeds the Sublimit for a period of more than 10 Business Days as a result of the extension of loans under the Broker/Dealer Credit Facility, then Borrower immediately shall pay the amount of such excess to Lender to be applied to the outstanding principal balance of the Revolving Loans. (d) Lender shall have no obligation to make any Revolving Loan under the Revolving Credit Facility on or after the Final Revolving Commitment Termination Date. (e) Subject to Section 2.1(b) hereof, each Borrowing under the Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate in a minimum principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances$250,000 and, Competitive Bid Advances and Swing Line Advances) plus (ii) thereafter, in integral multiples of $100,000, unless such Borrowing is being made to pay any interest, fees, or expenses then due hereunder, in which case such Borrowing may be in the Facility Letter amount of Credit Obligations exceed the Aggregate Revolving Credit Commitmentsuch interest, fees, or expenses. (iif) In On the Closing Date, “Revolving Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement (the “Existing Revolving Loans”) shall be converted into Revolving Loans hereunder, it being understood that no event shall repayment of the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to Existing Revolving Loans is being effected hereby, but merely an amendment, restatement, and renewal in accordance with the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. Upon the request of the Borrower, each Bank severally agrees, on the terms and conditions hereinafter set forth, to make loans (a) The individually a “Revolving Credit Lenders grant to the Borrower a revolving credit facility (Loan” and collectively the “Revolving Credit FacilityLoans”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower from time to time during the period from the Closing Date up to but not including the Termination Date in accordance with Section 2.2; (ii) each an aggregate principal amount not to exceed at any time outstanding the amount set forth opposite such Bank’s name as the Revolving Credit Lender mayCommitment on Exhibit A hereto, in its sole discretion, make bids as such amount may be reduced pursuant to make Competitive Bid Loans to Section 2.02 hereof. The aggregate maximum principal amount of the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the $10,000,000.00. The aggregate principal amount of all outstanding borrowings of Revolving Credit Advances (including Loans made on a single date, which shall not utilize the Revolving Credit Ratable AdvancesCommitments in full, Competitive Bid Advances shall be in an amount of not less than One Million Dollars ($1,000,000.00). Each Revolving Credit Loan shall be made by each Bank in the Commitment Percentage applicable to each Bank and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations shall not exceed the Aggregate said Bank’s Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) . Subject to the terms hereofand conditions of this Agreement and within the limits of the Revolving Credit Commitment, the Borrower may borrow, repay, and reborrow under the Revolving Credit Facility pursuant to the terms of this Agreement. On such terms and conditions of this Agreement, the Revolving Credit Facility is available from Loans may be outstanding as Base Rate Loans or LIBOR Rate Loans. Each Type of Revolving Credit Loan shall be made and maintained at such Bank’s Lending Office for such Type of Revolving Credit Loan. The failure of any Bank to make any requested Revolving Credit Loan to be made by it on the date hereof specified for such Loan shall not relieve any other Bank of its obligation (if any) to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto make such Revolving Credit Declining Lender electsLoan on such date, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval but no Bank shall be evidenced by a written instrument in a form reasonably acceptable responsible for the failure of any other Bank to and executed by make such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease Loans to be a Revolving Credit Declining Lendermade by such other Bank. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (ai) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) hereof, each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances available, from time to time until the Borrower Commitment Termination Date, its Pro Rata Share of advances (each, a "REVOLVING CREDIT ADVANCE"). The revolving loans outstanding under the Existing Credit Agreement on the Effective Date (other than revolving loans which are being converted to a Term Loan on the Effective Date as set forth in accordance with Section 2.19. (bSECTION 1.1(d)) shall automatically, without further action, be deemed to be Revolving Loans outstanding under this Agreement. The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Facility Advances outstanding shall be subject to not exceed at any time the following limitations: lesser of (iA) In no event shall the Maximum Amount and (B) the Borrowing Base, in each case less the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed and the Aggregate Revolving Credit CommitmentSwing Line Loan outstanding at such time ("BORROWING AVAILABILITY"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this SECTION 1.1 (a) shall be irrevocable. (ii) In no event Borrower shall execute and deliver to each Revolving Lender a promissory note to evidence the outstanding Revolving Loan Commitment of that Revolving Lender as of the Effective Date. Each note shall be in the principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Effective Date and substantially in the form of EXHIBIT 1.1(a)(ii) (each a "REVOLVING NOTE" and, collectively, the "REVOLVING NOTES"). Each Revolving Note shall represent the obligation of Borrower to pay the amount of each Revolving Lender's Revolving Loan Commitment or, if less, the applicable Revolving Lender's Pro Rata Share of the aggregate unpaid principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid to Borrower together with interest thereon as prescribed in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination DateSECTION 1.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) hereof, each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line available from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”) on account of the Revolving Loan. The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Borrowing Base and (B) the Maximum Amount and, in each case, less the sum of the Letter of Credit Obligations (“Borrowing Availability”). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(1). Each Revolving Credit Advance shall be made on notice by Borrower to the representative of Agent identified on Schedule 1.1 at the address specified thereon. Those notices must be given no later than 11:00 a.m. (Toronto time) on the Business Day of the proposed Revolving Credit Advance. Each such notice (a “Notice of Revolving Credit Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(1)(a), and shall include the information required in such Exhibit and such other information as may be required by Agent. If Borrower wishes that Lender convert an amount of a proposed Revolving Credit Advance into US Dollars before depositing the proceeds of the Revolving Credit Advance into a Disbursement Account, Borrower shall make its request in accordance with Section 2.19the applicable Notice of Revolving Credit Advance. If Borrower is entitled to such requested Revolving Credit Advance, Lender shall deposit into Borrower’s US Dollar Disbursement Account the amount of US Dollars that, at the then applicable Currency Exchange Rate, is equivalent to the amount of the requested Revolving Credit Advance that Borrower has requested that Lender convert into US Dollars. Lender shall notify Borrower of the Currency Exchange Rate on or prior to the first Business Day of each calendar month that is applicable during such calendar month for the purpose of such currency conversions. (b) Borrower shall execute and deliver to Lender a note to evidence the Revolving Loan Commitment. Such note shall be in the principal amount of the Revolving Loan Commitment, dated the Closing Date and substantially in the form of Exhibit 1.1(1)(b) (the “Revolving Note”). The Revolving Credit Facility Note shall be subject represent the obligation of Borrower to pay the following limitations: (i) In no event shall amount of the sum of (i) Revolving Loan Commitment or, if less, the aggregate unpaid principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advancesto Borrower, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances Loan and all other unpaid Revolving Credit non-contingent Obligations shall be paid immediately due and payable in full by the Borrower in immediately available funds on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Commitment Termination Date.

Revolving Credit Facility. (ai) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) hereof, each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances available to Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a "Revolving Credit Advance"). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(a); provided, that (A) the amount of any Revolving Credit Advance to be made at any time shall not exceed Borrowing Availability at such time and (B) the Borrower shall not request, and shall not borrow, a Revolving Credit Advance to fund all or any portion of a Permitted Acquisition or a Permitted Intellectual Property Acquisition (1) if the amount of such Revolving Credit Advance would exceed Revolving Acquisition Loan Availability at such time, (2) unless, in the case of a Permitted Acquisition, the Acquisition Loan Funding Termination Date has occurred or the then outstanding principal balance of Acquisition Loans equals the Maximum Acquisition Loan Amount at such time, or (3) to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) extent that the aggregate principal amount of all the then outstanding Revolving Credit Advances (including used to fund such transactions has exceeded, or would exceed after giving effect to all such requested Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) $10,000,000. Borrowing Availability may be further reduced by Reserves imposed by Agent in its reasonable credit judgment for reasons relating to any Credit Party, any Credit Party's business or industry and/or the Facility Letter Agent's ability to collect or realize the full value of Credit Obligations exceed the Aggregate any Collateral. Each Revolving Credit CommitmentAdvance shall be made on notice by Borrower to one of the representatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (1) 11:00 a.m. (Chicago time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) 11:00 a.m. (Chicago time) on the date which is 3 Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a "Notice of Revolving Credit Advance") must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(a)(i), and shall include the information required in such Exhibit and such other information as may be required by Agent. If Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, it must comply with Section 1.5(e). (ii) In no event Except as provided in Section 1.12, Borrower shall execute and deliver to each Revolving Lender a note to evidence the outstanding Revolving Loan Commitment of that Revolving Lender. Each note shall be in the principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(a)(ii) (each a "Revolving Note" and, collectively, the "Revolving Notes"). Each Revolving Note shall represent the obligation of Borrower to pay the amount of Revolving Lender's Revolving Loan Commitment or, if less, such Revolving Lender's Pro Rata Share of the aggregate unpaid principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances to Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the Revolving Loan and all other unpaid Revolving Credit non-contingent Obligations shall be paid immediately due and payable in full by the Borrower in immediately available funds on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Commitment Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to conditions, and relying upon the conditions herein representations and warranties, set forth: (i) forth herein, each Revolving Credit Lender severally agrees to make loans (individually a "Revolving Credit Ratable Loans Loan" and, collectively, the "Revolving Credit Loans") to the Borrower Company from time to time during the Revolving Credit Commitment Period up to, but not exceeding, at any one time outstanding the amount of its Revolving Credit Commitment; provided, however, that no Revolving Credit Loan shall be made if, after giving effect to such Revolving Credit Loan, the aggregate outstanding principal amount of all Revolving Credit Loans at such time would exceed the Total Commitment in accordance with Section 2.2; effect at such time or if the Aggregate Outstandings would exceed the Total Commitment. During the Revolving Credit Commitment Period, the Company may from time to time borrow, repay and reborrow Revolving Credit Loans on or after the date hereof and prior to the Revolving Credit Commitment Termination Date, subject to the terms, provisions and limitations set forth herein. The Revolving Credit Loans may be (i) Adjusted Libor Loans, (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Base Rate Loans to the Borrower in accordance with Section 2.3; and or (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19a combination thereof. (b) The Revolving Credit Facility Company shall give the Administrative Agent irrevocable written notice (or telephonic notice promptly confirmed in writing) not later than 11:00 a.m. New York, New York time, three Business Days prior to the date of each proposed Adjusted Libor Loan under this Section 2.01 or prior to 11:00 a.m. New York, New York time on the date of each proposed Base Rate Loan under this Section 2.01. Such notice shall be subject to the following limitations: (i) In no event irrevocable and shall the sum of specify (i) the aggregate principal amount and Type of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advancesthe proposed borrowing, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. initial Interest Period if an Adjusted Libor Loan, and (iii) In no event the proposed Borrowing Date. Upon receipt of such notice from the Company, the Administrative Agent shall promptly notify each Lender thereof. Except for borrowings which utilize the outstanding principal full remaining amount of the Total Commitment, each borrowing of a Base Rate Loan (other than a Swingline Loan) shall be in an amount not less than $1,000,000 or, if greater, whole multiples of $100,000 in excess thereof. Each borrowing of an Adjusted Libor Loan shall be in an amount not less than $1,000,000 or whole multiples of $500,000 in excess thereof. Funding of all outstanding Swing Line Advances exceed the Swing Line CommitmentRevolving Credit Loans shall be made in accordance with Section 3.12 of this Agreement. (c) Subject to The Company shall have the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date andright, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments not less than five (5) Business Days' prior written notice to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit terminate the Total Commitment or from time to time to permanently reduce the amount of the Total Commitment; provided, however, that no such termination or reduction shall be permitted if, after giving effect thereto and to any payments of the Revolving Credit Facility Termination DateLoans and the Swingline Loans made on the effective date thereof, which election and approval the Aggregate Outstandings would exceed the Total Commitment as then reduced; provided, further, that any such termination or reduction requiring prepayment of any Adjusted Libor Loan shall be evidenced by made only on the last day of the Interest Period with respect thereto or on the date of payment in full of all amounts owing pursuant to Section 3.08 hereof as a written instrument in a form reasonably acceptable to and executed by result of such Revolving Credit Declining Lender, the Borrower, termination or reduction. The Administrative Agent shall promptly notify each Lender of each notice from the Company to terminate or permanently reduce the amount of the Total Commitment pursuant to this Section 2.01(c). Any such reduction shall be in the amount of at least $5,000,000 or whole multiples of $1,000,000 in excess thereof, and shall reduce permanently the Administrative Agent. Upon amount of the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining LenderTotal Commitment then in effect. (d) Any outstanding The several agreements of the Lenders to make Revolving Credit Advances and all other unpaid Revolving Credit Obligations Loans pursuant to this Section 2.01 shall be paid in full by the Borrower automatically terminate on the Revolving Credit Facility Commitment Termination Date (except to Date. Upon such termination, the extent that, pursuant to Article IV, Facility Letters Company shall immediately repay in full the principal amount of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held bythen outstanding, together with all accrued interest thereon and all other unpaid Revolving Credit Obligations amounts due and payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Datehereunder.

Revolving Credit Facility. Substantially concurrently with the consummation of the Triumph Group Product Support Business Acquisition, we expect to amend the credit agreement we previously entered into on December 14, 2022 (athe “Credit Agreement Amendment”) The Revolving Credit Lenders grant to to, among other things, (i) increase the Borrower a aggregate lending commitments under the unsecured revolving credit facility under the Credit Agreement (the “Revolving Credit Facility”) pursuant to whichat least $795.0 million depending on additional lending commitments we may receive between the date hereof and the closing date of any permanent debt financing, and upon the terms and with an incremental facility that, subject to customary conditions, could provide for additional borrowing capacity of up to $300.0 million (the conditions herein set forth: (i) each “Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; Facility Increase”), (ii) each Revolving Credit Lender mayexpressly permit the Triumph Group Product Support Business Acquisition and the permanent debt financing, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) increase the Swing Line Lender agrees maximum leverage ratio permitted under the financial covenants, and (iv) include an additional pricing level that will increase the interest rate margins to make Swing Line Advances to 250 basis points (in the Borrower case of secured overnight financing rate loans) and 150 basis points (in accordance with Section 2.19. (bthe case of Base Rate loans) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expireif our leverage ratio exceeds 3.75:1.00. The Revolving Credit Commitment of a Facility, as amended by the Credit Agreement Amendment, is referred to as the Amended Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower Facility. The Triumph Group Product Support Business Acquisition and the Administrative AgentCredit Agreement Amendment, to extend its Revolving Credit Commitment to together with any permanent debt financing, including the expected borrowings under the Amended Revolving Credit Facility Termination Dateand the use of the permanent debt financing and such borrowings to fund the consideration for the Triumph Group Product Support Business Acquisition are collectively referred to as the “Transactions.” We are a leading independent provider of solutions to the global aviation aftermarket. We offer a broad line of products and services to commercial and defense aerospace customers. We operate globally in over 20 countries through four business segments: Parts Supply, Repair & Engineering, Integrated Solutions and Expeditionary Services. For the twelve months ended November 30, 2023, we generated sales and Adjusted EBITDA of $2.2 billion and $210.6 million, respectively. We were founded in 1951, are based in Wood Dale, Illinois and have approximately 5,000 dedicated employees. Our Parts Supply business primarily consists of sales of used serviceable aircraft engine and airframe material (“USM”) and aftermarket distribution of new, original equipment manufacturer (“OEM”)-supplied replacement parts. We have established formal distribution relationships with OEM suppliers of aircraft components, which election are utilized by aircraft operators and approval shall aircraft repair and maintenance operations. We are a leading independent distributor of factory new aircraft parts for the aftermarket. As we continue to shift our business toward digital solutions, we have developed the online PAARTSsm Store, which facilitates the electronic fulfillment of orders when customers choose this channel. USM is an important category of the aviation aftermarket in which parts removed from engines or airframes can be evidenced refurbished to be utilized as replacement parts in the aftermarket. These materials undergo rigorous inspection and certification or repair to ensure airworthiness and reliability. We utilize a network of third-party repair facilities to perform this work. USM parts often represent a cost-effective and more timely solution for operators when compared to sourcing new parts. We take an active role in sourcing USM inventory by monitoring the market for opportunities to acquire used aircraft and engines. After acquisition, we manage the process of disassembly, repair and inspection of the various parts or discreet components that can be sold to customers. Our extensive network of industry relationships and presence in the market positions us with operators, lessors and other trading companies to source opportunities. Additionally, our global reach and long-standing customer relationships position us to meet market demand for these products. We also leverage other AAR business lines, in particular Integrated Solutions and Repair & Engineering, to improve our digital intelligence, technical capabilities, cross selling ability and end-to-end digital order fulfillment. Our distribution business of new OEM-supplied replacement parts supplies components to aircraft operators, airlines, government customers and other MRO companies across the world. Our parts are supplied to narrow-body, wide-body and regional aircraft. In most cases, we enter exclusive relationships with OEM manufacturers for a written instrument given market where we are the only provider of that supplier’s product category. Our global scale, independence and sales capability across both commercial and government end-markets is a competitive differentiator. We utilize data-driven intelligence and our connectivity to the AAR ecosystem to enhance our ability to deliver the right products through a highly technical salesforce. We have invested meaningfully in e-commerce capabilities to integrate digitally with our customers for data interchange and ease of digital quoting. We provide major airframe inspection, maintenance, repair and overhaul, painting services, line maintenance, airframe modifications, structural repairs, avionics service and installation, exterior and interior refurbishment and engineering services and support for many types of commercial and military aircraft. We also repair and overhaul various aircraft components, landing gear, wheels and brakes for commercial and military aircraft. We operate six airframe maintenance facilities, two component repair facilities and one landing gear overhaul facility. Our U.S. airframe maintenance facilities are in Indianapolis, Indiana; Oklahoma City, Oklahoma; Miami, Florida; and Rockford, Illinois, and our Canadian airframe maintenance facilities are in Trois Rivières, Quebec and W▇▇▇▇▇, Ontario. Our component repair facilities are in Garden City, New York and Amsterdam, The Netherlands. Our landing gear overhaul facility is in Miami, Florida. We recently announced the expected expansions of both our Miami and Oklahoma facilities to meet growing customer demand. Our Repair & Engineering business primarily supports narrow-body Airbus, Boeing and Embraer regional aircraft for customers, as well as U.S. government defense agencies. A key growth area for AAR is our Repair & Engineering business, which includes the development of Parts Manufacturer Approval (“PMA”) parts for aftermarket applications. PMA is a form reasonably acceptable to designation under Federal Aviation Administration (“FAA”) regulations that permits the design of approved parts for specific aircraft components that can be provided by non-OEM sources at cost-efficient and executed by such Revolving Credit Declining Lendersometimes improved availability. Once acquired, the BorrowerTriumph Group Product Support Business will be integrated into our Repair & Engineering business. Our Integrated Solutions business primarily consists of our fleet management and operations of customer-owned aircraft, customized performance-based supply chain logistics programs in support of the Company U.S. Department of Defense (“DoD”) and the Administrative Agent. Upon the execution foreign governments, flight hour component inventory and delivery of such written instrumentrepair programs for commercial airlines and integrated software solutions, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. including Trax USA Corp. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date“Trax”). All outstanding Revolving Credit Loans held byGovernment Supply Chain & Third Party Logistics. We provide some or all of the following functions: material planning, sourcing, logistics, information and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Dateprogram management and parts and component repair and overhaul.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Ratable Loans Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in accordance with Section 2.2; (ii) each an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Lender’s Revolving Credit Facility shall be subject Commitment; provided, however, that after giving effect to the following limitations: (i) In no event shall the sum of any Revolving Credit Borrowing, (i) the aggregate principal amount of all outstanding Total Revolving Credit Advances (including Outstandings shall not exceed the Revolving Credit Ratable AdvancesFacility, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter aggregate Outstanding Amount of the Revolving Credit Obligations Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed the Aggregate such Revolving Credit Lender’s Revolving Credit Commitment. (ii) In no event shall . Within the outstanding principal amount limits of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line each Revolving Credit Lender’s Revolving Credit Commitment. (c) Subject , and subject to the other terms and conditions hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date andBorrower may borrow under this Section 2.01(b), upon the Revolving Credit Facility Termination Dateprepay under Section 2.05, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Datereborrow under this Section 2.01(b). All outstanding Revolving Credit Loans held bymay be Base Rate Loans or Eurodollar Rate Loans, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Dateas further provided herein.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower REVOLVING LOAN. Provided there does not then exist a revolving credit facility (the “Revolving Credit Facility”) pursuant to whichDefault or an Event of Default, and upon the terms and subject to the terms and conditions herein set forth: , each Lender agrees severally (iand not jointly) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans available from time to time until the Termination Date its Pro Rata Share of advances to the Borrower in accordance with Section 2.2; Borrowers, on a revolving credit basis (ii) each the "Revolving Credit Lender mayLoan"), in its sole discretion, make bids to make Competitive Bid Loans to an aggregate amount outstanding at any one time not in excess of the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum lesser of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus Loan Facility or (ii) the Facility Letter Aggregate Borrowing Base, in each case less the aggregate Revolving Loan, Swingline Loan and Lender Guaranty Reserve outstanding at such time ("Borrowing Availability"). Although the Borrower Representative may request advances under the Revolving Loan, the Swingline Loan or the incurrence of Credit Obligations Lender Guaranty Liabilities pursuant to the terms of this Agreement, the aggregate advances under the Revolving Loan, the Swingline Loan and Lender Guaranty Liabilities outstanding to each Borrower shall not exceed at any time the Aggregate Revolving Credit Commitment. Borrowing Base of such Borrower. The Agent and the Audit Agent reserve the right in their credit judgment, upon prior written notice to the Borrower Representative (i) to adjust any eligibility criteria or establish new eligibility criteria, (ii) In no event shall modify the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. advance rates against Eligible Accounts, and (iii) In establish reserves against Borrowing Availability; PROVIDED that upon the occurrence and during the continuance of a Default or an Event of Default no event prior notice shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject be required to be given to the terms hereofBorrower Representative. The Borrowers hereby acknowledge and agree that determinations with respect to (i) the adjustment of eligibility criteria or establishment of new eligibility criteria, (ii) the modification of advance rates against Eligible Accounts, and (iii) the establishment of reserves against Borrowing Availability is being made by both Agent and Audit Agent, and that both such parties are acting independently and have the right to make such determinations. The Agent, the Revolving Credit Facility is available from Audit Agent, and each Borrower hereby agree that if, as a result of any collateral audit conducted by the date hereof Audit Agent, the Audit Agent provides written recommendations to the Revolving Credit Facility Termination Date andAgent with respect to any of such determinations that have the cumulative effect of reducing Borrowing Availability by $1.5 million or less, upon such recommendations shall be binding, absent manifest error. If the Revolving Credit Facility Termination DateAudit Agent's recommendations, however, have the cumulative effect of reducing Borrowing Availability by more than $1.5 million, the Revolving Credit Commitments to lend hereunder Agent shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender electshave the option, with the approval within five (5) Business Days after receipt of the Borrower Audit Agent's recommendations of (i) accepting the Audit Agent's recommendations or (ii) submitting a revised proposal in writing to the Audit Agent. If the Audit Agent does not accept any revised proposal submitted by the Agent or the Agent and the Administrative AgentAudit Agent are unable to agree upon an alternative compromise within five (5) Business Days of receipt of such revised proposal, then the Agent shall have the right to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election designate an independent public accounting firm of recognized national standing and approval shall be evidenced by a written instrument in a form reasonably acceptable to the Audit Agent to review the recommendations of the Audit Agent and executed by such Revolving Credit Declining Lenderthe revised proposal of the Agent and make a final determination with respect thereto. Absent manifest error, the Borrowerdetermination of such independent public accounting firm shall be final and binding upon the Agent, the Company Audit Agent and the Administrative AgentBorrowers. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations The Borrowers shall be paid in full by responsible for the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters cost of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Dateany such independent review.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) of this Agreement, each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The under the Revolving Credit Facility shall be subject from time to time from the Closing Date until the Revolving Credit Termination Date on a pro rata basis as to the following limitations: total borrowing requested by the Borrower on any day determined by such Lender=s Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) In no event shall so long as a Default or an Event of Default has occurred and is continuing or (ii) if the sum Agent has accelerated the maturity of (i) any of the aggregate Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) Outstandings plus (ii) the Facility Letter of Credit Obligations Outstandings plus Swing Line Outstandings shall not exceed the Aggregate Total Revolving Credit Commitment. . Within such limits, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on a Business Day from the Closing Date until, but (iias to borrowings and reborrowings) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereofnot including, the Revolving Credit Facility Termination Date; provided, however, that (y) no Revolving Loan that is available from the date hereof to a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Revolving Credit Facility Termination Date andand (z) each Revolving Loan that is a Eurodollar Rate Loan may, upon subject to the Revolving Credit Facility Termination Dateprovisions of Section 2.8, be repaid only on the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval last day of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by Interest Period with respect thereto unless such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full payment is accompanied by the Borrower on the Revolving Credit Facility Termination Date (except to the extent thatadditional payment, pursuant to Article IVif any, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full required by the Borrower on its Revolving Credit Declining Lender’s Termination DateSection 5.5.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Ratable Loans Committed Loan”) to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender mayBorrowers from time to time, on any Business Day during the applicable Availability Period, in its sole discretion, make bids an aggregate outstanding amount not to make Competitive Bid Loans to exceed at any time the Borrower in accordance with Section 2.3; and lesser of (iiix) the Swing Line Lender agrees to make Swing Line Advances to amount of such Revolving Lender’s Revolving Commitment, or (y) such Revolving Lender’s Applicable Percentage of the Borrower Borrowing Base, subject in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject each case to the following limitations: (i) In no event shall the sum after giving effect to any Borrowing of (i) Revolving Committed Loans, the aggregate principal amount Outstanding Amount of the Revolving Committed Loans of any Revolving Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all outstanding LC Obligations, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans under the Revolving Credit Advances (including Facility shall not exceed such Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus Lender’s Revolving Commitment, (ii) the Facility Outstanding Amount of all LC Obligations shall not at any time exceed the Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit., and (iii) In no event shall after giving effect to any Borrowing of Revolving Committed BorrowingLoans, the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, Total Outstandings under the Revolving Credit Facility is available from shall not exceed the date hereof Loan Cap. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving Credit Facility Termination Date andCommitted Loans may be Base Rate Loans or LIBO Rate Loans, upon as further provided herein. Notwithstanding the foregoing, the Borrowers shall not request, and the Revolving Credit Facility Termination DateLenders shall not be obligated to advance, the any Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. Committed Loans (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.in

Revolving Credit Facility. (a) The Revolving Credit Subject to and upon the terms of this Agreement, the Lenders grant to the Borrower collectively, but severally, establish a revolving credit facility (in favor of the “Borrower. The aggregate of all advances under the Revolving Credit Facility”) pursuant Facility are sometimes referred to whichin this Agreement collectively as the "Revolving Loan". The amount set forth below opposite each Lender's name is herein called such Lender's "Revolving Credit Committed Amount" and the total of each Lender's Revolving Credit Committed Amount is herein called the "Total Revolving Credit Committed Amount". The proportionate share set forth below opposite each Lender's name is herein called such Lender's "Revolving Credit Pro Rata Share": Revolving Credit Revolving Credit LENDER COMMITTED AMOUNT PRO RATA SHARE Fleet $11,494,000 22.99% GE Capital $19,253,000 38.51% NationsBank $19,253,000 38.51% Total Revolving Credit Committed Amount: $50,000,000 100% Neither the Agent nor any of the Lenders shall be responsible for the Revolving Credit Commitment of any other Lender, and upon nor will the terms and subject failure of any Lender to perform its obligations under its Revolving Credit Commitment in any way relieve any other Lender from performing its obligations under its Revolving Credit Commitment. During the Revolving Credit Commitment Period, the Borrower may request advances under the Revolving Credit Facility in accordance with the provisions of this Agreement; provided that after giving effect to the conditions herein set forthBorrower's request: (i) the outstanding principal balance of each Lender's Pro Rata Share of the Revolving Loan and of the Letter of Credit Lender severally agrees to make Obligations would not exceed the lesser of (a) such Lender's Pro Rata Share of the Revolving Loan and of the Letter of Credit Ratable Loans to Obligations or (b) such Lender's Pro Rata Share of the Borrower in accordance with Section 2.2;Borrowing Base; and, (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate outstanding principal amount balance of the Revolving Loan and all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations would not exceed the Aggregate lesser of (a) the Total Revolving Credit CommitmentCommitted Amount or (b) the Borrowing Base. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) , each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In limitation: in no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof Closing Date to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon Upon the terms and subject to the conditions herein set forth: of this Agreement, the Bank agrees to lend to the Borrower such sums that the Borrower may request, from the date hereof until but not including the Revolving Credit Maturity Date; provided that the sum of the outstanding principal amount of all Revolving Credit Loans (after giving effect to all amounts requested) shall not exceed the Revolving Credit Commitment. Revolving Credit Loans shall be in the minimum aggregate amount of $25,000 or an integral multiple thereof. The Borrower shall notify the Bank in writing or telephonically (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to not later than 2:00 p.m. Hartford time on the Borrower in accordance with Section 2.2; proposed Drawdown Date of any Base Rate Loan and (ii) each no less than three (3) Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar Rate Loan. Each such notice shall specify (i) the principal amount of the Revolving Credit Lender mayLoan requested, in its sole discretion(ii) the proposed Drawdown Date of such Revolving Credit Loan, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances Interest Period for such Revolving Credit Loan and (iv) the Type of such Revolving Credit Loan. Each request for a Revolving Credit Loan bearing interest by reference to the Eurodollar Rate shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Revolving Credit Loan requested from the Bank on the proposed Drawdown Date. Subject to the foregoing, so long as the Revolving Credit Commitment is then in accordance with Section 2.19effect and the conditions set forth in ss.9 hereof have been met, the Bank shall advance the amount requested to the Borrower's bank account at the Bank in immediately available funds not later than the close of business on such Drawdown Date. The obligation of the Borrower to repay to the Bank the principal of the Revolving Credit Loans and interest accrued thereon shall be evidenced by a fourth amended and restated promissory note in the aggregate principal amount of $10,000,000 executed and delivered by the Borrower and payable to the order of the Bank, in form and substance satisfactory to the Bank (the "Revolving Credit Note"). (b) The Borrower hereby agrees to pay the Bank on the Revolving Credit Facility Maturity Date the entire unpaid principal of and interest on all Revolving Credit Loans. The Borrower may elect to prepay the outstanding principal of all or any part of any Revolving Credit Loan, without premium or penalty, provided that any full or partial prepayment of the outstanding amount of any Eurodollar Rate Loans pursuant to this ss.2 may be made only on the last day of the Interest Period relating thereto. The Borrower shall give the Bank, no later than 10:00 a.m., Hartford time, at least one (1) Business Day's prior written notice of any proposed prepayment pursuant to this ss.2 of Base Rate Loans, and two (2) Eurodollar Business Days' notice of any proposed prepayment pursuant to this ss.2 of Eurodollar Rate Loans, in each case specifying the proposed date of prepayment of Revolving Credit Loans and the principal amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans shall be subject in an integral multiple of $25,000, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of prepayment and shall be applied, in the absence of instruction by the Borrower, first to the principal of Base Rate Loans and then to the principal of Eurodollar Rate Loans. (c) If at any time the outstanding principal amount of the Revolving Credit Loans exceeds the Revolving Credit Commitment, the Borrower shall pay immediately the amount of such excess to the Bank for application to the Revolving Credit Loans. The Borrower may elect to reduce or terminate the Revolving Credit Commitment by a minimum principal amount of $50,000 or an integral multiple thereof, upon written notice to the Bank given by 2:00 p.m. Hartford time on the proposed date of such reduction or termination. The Borrower shall not be entitled to reinstate the Revolving Credit Commitment following limitations:such reduction or termination (d) The Borrower may elect from time to time to convert any outstanding Revolving Credit Loan to a Revolving Credit Loan of another Type, provided that (i) In with respect to any such conversion of a Revolving Credit Loan to a Base Rate Loan, the Borrower shall give the Bank at least one (1) Business Day's prior written notice of such election; (ii) with respect to any such conversion of a Base Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Bank at least three (3) Eurodollar Business Days' prior written notice of such election; (iii) with respect to any such conversion of a Eurodollar Rate Loan into a Revolving Credit Loan of another Type, such conversion shall only be made on the last day of the Interest Period with respect thereto; and (iv) no event shall the sum Loan may be converted into a Eurodollar Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of outstanding Revolving Credit Loans of any Type may be converted into a Revolving Credit Loan of another Type as provided herein, provided that (i) any partial conversion shall be in an aggregate principal amount of (A) $100,000 or a whole multiple thereof with respect to a conversion of a Base Rate Loan to a Eurodollar Rate Loan and (B) $100,000 or whole multiple thereof with respect to a conversion of a Revolving Credit Loan to a Base Rate Loan and (ii) with respect to Eurodollar Rate Loans, there shall be no more than five (5) separate Interest Periods in effect at one time. Each request relating to the conversion of a Revolving Credit Loan to a Eurodollar Rate Loan shall be irrevocable by the Borrower. (e) Any Revolving Credit Loan of any Type may be continued as a Revolving Credit Loan of the same Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in ss.2(d); provided that no Eurodollar Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the first Interest Period relating thereto ending during the continuance of any Default or Event of Default of which officers of the Bank active upon the Borrower's account have actual knowledge. (f) Any conversion to or from Eurodollar Rate Loans shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) Eurodollar Rate Loans having the Facility Letter same Interest Period shall not be less than $100,000 or a whole multiple of Credit Obligations exceed the Aggregate Revolving Credit Commitment$100,000 in excess thereof. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Subject to the terms and conditions set forth herein, each Lender with a Revolving Credit Lenders grant Commitment (“Revolving Credit Lender”) hereby severally and not jointly agrees to the Borrower make revolving loans, in Dollars (each individually, a revolving credit facility (“Revolving Loan” and, collectively, the “Revolving Credit FacilityLoans”) pursuant to which, and upon the terms and subject to the conditions herein set forth: Borrowers from time to time during the period from the Effective Date to the Business Day next preceding the Revolving Credit Termination Date, in an amount not to exceed at any time such Lender’s Pro Rata Share of the Revolving Credit Commitments at such time; provided, however, (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility at no time shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Obligations outstanding at any time exceed the Maximum Amount of Revolving Credit Ratable Advances, Competitive Bid Advances Obligations at such time and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In at no event time shall the outstanding aggregate principal amount of all Revolving Credit Obligations outstanding Competitive Bid Advances any time owing by any Borrower after the Effective Date exceed such Borrower’s Revolving Credit Sublimit (to the Competitive Bid Sublimit. (iii) In no event extent applicable). All Revolving Loans comprising the same Borrowing hereunder shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) be made by such Lenders simultaneously and proportionately to their then respective Revolving Credit Commitments. Subject to the terms hereofprovisions hereof (including Section 5.2), the Borrowers, as the case may be, may repay any outstanding Revolving Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.2(a) at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Facility is available from Termination Date. On the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Effective Date, the Revolving Credit Commitments to lend hereunder Loans outstanding on such date shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval be repaid by that portion of the Borrower and proceeds of the Administrative AgentAdditional Term Loans in excess of Transaction Costs payable on the Effective Date, to extend its Revolving Credit Commitment to without thereby effecting any reduction in the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining LenderCommitments. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject ------------------------- conditions set forth herein, each Lender with a Revolving Credit Commitment ("Revolving Credit Lender") hereby severally and not jointly agrees to make ------------------------- revolving loans, in Dollars (each individually, a "Revolving Loan" and, -------------- collectively, the "Revolving Loans") to the conditions herein set forth: Borrowers (other than Acquisition) --------------- from time to time during the period from the Tender Offer Funding Date to the Business Day next preceding the Revolving Credit Termination Date, in an amount not to exceed at any time such Lender's Pro Rata Share of the Revolving Credit Commitments at such time; provided, however, (i) each at no time shall the aggregate -------- ------- principal amount of all Revolving Loans and Letter of Credit Obligations outstanding at any time exceed the Maximum Amount of Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; Obligations at such time and (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility at no time shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances Loans and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations outstanding any time owing by any Borrower after the Merger Funding Date exceed the Aggregate such Borrower's Revolving Credit Commitment. Sublimit (ii) In no event to the extent applicable). All Revolving Loans comprising the same Borrowing hereunder shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) be made by such Lenders simultaneously and proportionately to their then respective Revolving Credit Commitments. Subject to the terms hereofprovisions hereof (including, without limitation, Section 5.03), the Borrowers, as the case may be, may repay any outstanding ------------ Revolving Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.02(a) at the time --------------- of such Borrowing, until the Business Day next preceding the Revolving Credit Facility is available from Termination Date. On the date hereof to Merger Funding Date the Revolving Credit Facility Termination Date and, upon the Loans shall be repaid in full from proceeds of Term Loans and/or new Revolving Credit Facility Termination Date, Loans made on such date (it being understood that the Revolving Credit Commitments to lend hereunder shall expire. The not be terminated on such date but instead shall be adjusted as provided in the definition of "Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining LenderCommitment"). (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. Subject to the satisfaction of the conditions set forth in Section 7 hereof, immediately following the making of the New 2023 Incremental Term Loans as set forth in Section 5 above and the application of proceeds thereof in accordance with the Credit Agreement: (a) The Subject to the terms and conditions set forth herein and pursuant to Section 2.01(c) of the Credit Agreement, on and as of the New 2023 Incremental Amendment Effective Date, each Revolving Credit Lenders grant Lender hereby agrees that it shall have, as contemplated by this Amendment and the Credit Agreement, a Revolving Credit Commitment under the Credit Agreement in an amount equal to the Borrower a revolving credit facility amount set forth opposite such Revolving Credit Lender’s name under the heading “Revolving Credit Commitment” on Schedule 1B hereto (the “Revolving Credit Facility”) pursuant to whichCommitments” and the Loans thereunder, and upon the terms and subject to the conditions herein set forth: (i) each “Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19Loans”). (b) The Revolving Credit Facility shall be subject Subject to the following limitations: terms and conditions set forth herein and pursuant to Section 2.03 of the Credit Agreement, on and as of the New 2023 Incremental Amendment Effective Date, each L/C Issuer hereby agrees that it shall have, as contemplated by this Amendment and the Credit Agreement, an L/C Commitment under the Credit Agreement in an amount equal to the amount set forth opposite such L/C Issuer’s name under the heading “L/C Commitment” on Schedule 1C hereto (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment“L/C Commitments”). (c) Subject to the terms hereofand conditions set forth herein and pursuant to Section 2.04 of the Credit Agreement, on and as of the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination New 2023 Incremental Amendment Effective Date, the Revolving Swing Line Lender hereby agrees that it shall have, as contemplated by this Amendment and the Credit Commitments Agreement, a Swing Line Commitment under the Credit Agreement in an amount equal to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining the amount set forth opposite such Swing Line Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with name under the approval of heading “Swing Line Commitment” on Schedule 1D hereto (the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender“Swing Line Commitment”). (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the The Revolving Credit Facility Termination Date (except including all Obligations thereunder, including Revolving Credit Loans, L/C Obligations and Swing Line Loans) shall (i) constitute a new class of Loans, (ii) rank pari passu in right of payment and security in the Collateral granted to the extent thatAdministrative Agent for the benefit of the Secured Parties under the Collateral Documents, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than in each case vis-a-vis the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held byNew 2023 Incremental Term Loans, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall (iii) be paid guaranteed in full the same manner and to the same extent by the Borrower on its Revolving Credit Declining Lender’s Termination DateLoan Parties that guarantee the New 2023 Incremental Term Loans.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender mayhereof, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line available from time to time until the Commitment Termination Date advances (each, a "REVOLVING CREDIT ADVANCE") on account of the Revolving Loan. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Borrowing Base less $500,000 and (B) the Maximum Amount and, in each case, less the sum of the Letter of Credit Obligations ("BORROWING AVAILABILITY"). Until the Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1 (1). Each Revolving Credit Advance shall be made on notice by Borrower to the representative of Lender identified on Schedule 1.1 at the address specified thereon. Those notices must be given no later than 11:00 a.m. (Toronto time) on (1) (a), and shall include the information required in such Exhibit and such other information as may be required by Lender. If Borrower wishes that Lender convert an amount of a proposed Revolving Credit Advance into US Dollars before depositing the proceeds of the Revolving Credit Advance into a Disbursement Account, Borrower shall make its request in accordance with Section 2.19the applicable Notice of Revolving Credit Advance. If Borrower is entitled to such requested Revolving Credit Advance, Lender shall deposit into Borrower's US Dollar Disbursement Account the amount of US Dollars that, at the then applicable Currency Exchange Rate, is equivalent to the amount of the requested Revolving Credit Advance that Borrower has requested that Lender convert into US Dollars. Lender shall notify Borrower of the Currency Exchange Rate on or prior to the first Business Day of each calendar month that is applicable during such calendar month for the purpose of such currency conversions. (b) Borrower shall execute and deliver to Lender a note to evidence the Revolving Loan Commitment. Such note shall be in the principal amount of the Revolving Loan Commitment, dated the Closing Date and substantially in the form of Exhibit 1.1(1)(b) (the "REVOLVING NOTE"). The Revolving Credit Facility Note shall be subject represent the obligation of Borrower to pay the following limitations: (i) In no event shall amount of the sum of (i) Revolving Loan Commitment or, if less, the aggregate unpaid principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advancesto Borrower, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances Loan and all other unpaid Revolving Credit non-contingent Obligations shall be paid immediately due and payable in full by the Borrower in immediately available funds on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Commitment Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forthhereof: (i) Subject to the terms and conditions of this Agreement, each Lender with a Revolving Credit Lender severally Facility Commitment agrees (severally, not jointly or jointly and severally) to make Revolving Credit Ratable Loans to Borrower from the Closing Date to, but not including, the Final Revolving Commitment Termination Date, at such times and in such amounts as Borrower may request in accordance with Section 2.2;2.6, in an aggregate amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of the Maximum Revolver Amount; provided that at no time shall the amount of such Lender’s aggregate Loans exceed such Lender’s Revolving Credit Facility Commitment. (ii) each Borrowings under the Revolving Credit Lender mayFacility may be borrowed, in its sole discretionrepaid without penalty or premium, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19and reborrowed. (b) The foregoing to the contrary notwithstanding, in no event shall any Lender be obligated to make Loans hereunder if, after giving effect to the requested Revolving Loan, the Revolving Credit Facility Usage would exceed the Maximum Revolver Amount. (c) In the event that, at any time, the Revolving Credit Facility Usage exceeds the Maximum Revolver Amount, then Borrower immediately shall repay the amount of such excess to Agent to be applied to the outstanding principal balance of the Revolving Loans. In the event that, at any time, the Revolving Credit Facility Usage exceeds the Sublimit for a period of more than 10 Business Days as a result of the extension of loans under the Broker/Dealer Credit Facility, then Borrower immediately shall pay the amount of such excess to Agent to be applied to the outstanding principal balance of the Revolving Loans. (d) no Lender shall have any obligation to make any Revolving Loan under the Revolving Credit Facility on or after the Final Revolving Commitment Termination Date. (e) Subject to Section 2.1(b) hereof, each Borrowing under the Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate in a minimum principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances$250,000 and, Competitive Bid Advances and Swing Line Advances) plus (ii) thereafter, in integral multiples of $100,000, unless such Borrowing is being made to pay any interest, fees, or expenses then due hereunder, in which case such Borrowing may be in the Facility Letter amount of Credit Obligations exceed the Aggregate Revolving Credit Commitmentsuch interest, fees, or expenses. (iif) In On the Closing Date, “Revolving Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement (the “Existing Revolving Loans”) shall be converted into Revolving Loans hereunder, it being understood that no event shall repayment of the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to Existing Revolving Loans is being effected hereby, but merely an amendment, restatement, and renewal in accordance with the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Claims On the Effective Date, NRG shall be entitled to setoff against the amount of the NRG Settlement Payment any claims for outstanding cash borrowings or other amounts owed to NRG under the Revolving Credit Lenders grant Agreement, which claims shall be deemed allowed by the Bankruptcy Court. Notwithstanding the foregoing, no setoff will be allowed for undrawn letters of credit issued under the Revolving Credit Agreement to the Borrower a revolving extent that GenOn has posted back-to-back or replacement letters of credit facility for letters of credit outstanding under the Revolving Credit Agreement. Releases The releases set forth in the Settlement Agreement (the “Revolving Credit FacilityRelease Provisions”) pursuant shall provide: on the Effective Date, the Released Parties shall be released, exculpated and discharged for any and all claims, causes of action and liabilities, whether known or unknown, direct or derivative, liquidated or unliquidated, contingent or matured, relating in any way to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; Settled Claims, (ii) each Revolving Credit Lender maythe Restructuring or the Restructuring Transactions, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and or (iii) the Swing Line Lender agrees Chapter 11 Cases, arising from the beginning of time through the Effective Date. The Release Provisions shall be binding on the Debtors’ estates. For the avoidance of doubt, the release of the NRG Parties shall not include any claims or causes of action (i) arising under the Settlement Agreement and associated documents, including the Cooperation Agreement, the Pension Indemnity Agreement, the amended Services Agreement from and after the Effective Date, and the Transition Services Agreement, (ii) based on acts or omissions from and after the Effective Date, (iii) the Tax Matters Agreement, or (iv) ordinary course intercompany claims for amounts due to make Swing Line Advances GenOn or NRG, including for sales of power and generation capacity. REMA / GenMA Subject to the Borrower terms and conditions of the Restructuring Support Agreement, NRG shall represent that: (a) it has not received any transfers, payments or dividends, whether directly or indirectly, from or on account of GenMA or its subsidiaries at any time from or after January 1, 2014, other than amounts paid pursuant to the Services Agreement or for other services provided by NRG or its affiliates in accordance with Section 2.19. the ordinary course; and (b) The Revolving Credit it (i) has complied, and has caused its direct and indirect subsidiaries to comply, in all material respects with the documents governing the GenMA leveraged lease transactions, including the Participation Agreements, Facility Lease Agreements, and Trust Indenture Agreements, each as defined in the Leveraged Lease Disputes, together with any other documents related to the Leveraged Lease Disputes, and (ii) has calculated accurately and has complied with the fixed charge coverage ratios and other financial metrics governing restricted payments under the documents referred to in (i) above, in the case of both (i) and (ii) from and after December 14, 2012; provided, that the foregoing representations and warranties shall not apply to the Payment Agreement Dispute. On the Effective Date, either: (i) GenMA and REMA shall have provided releases to the NRG Parties, consistent with the Release Provisions, in form and substance reasonably satisfactory to NRG; or (ii) Reorganized GenOn shall indemnify the NRG Parties for any claims or causes of action that are the subject of the Release Provisions ever asserted against any of the NRG Parties by REMA, GenMA or any of their respective creditors, solely with respect to claims of the nature released by the GenOn estates described under “Releases” above. Noteholder Litigation On the Agreement Effective Date, the Consenting Noteholders, GenOn, and the NRG Parties shall promptly cause the Noteholder Litigation to be stayed or otherwise held in abeyance until the date on which the Restructuring Support Agreement is terminated. Within 14 days following the occurrence of the Effective Date, the Consenting Noteholders, GenOn, and the NRG Parties shall cause the Noteholder Litigation to be dismissed with prejudice, with each party to bear its own costs. Subject to the terms of the Restructuring Support Agreement, the Consenting Noteholders shall take all steps reasonably necessary to direct the GAG Notes Trustee and the GenOn Notes Trustee, as applicable, to comply with and consent to the terms hereof and of each of the other Restructuring Documents, consistent with the Restructuring Support Agreement. Such stay shall be subject to a tolling agreement which shall suspend all deadlines and statutes of limitation with respect to all claims that have been or could be asserted against the following limitations: (i) In no event NRG Parties or GenOn, and such tolling shall be effective during the sum of (i) period that the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event Restructuring Support Agreement is effective. Consent to Jurisdiction NRG shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject consent to the terms hereofjurisdiction of the Bankruptcy Court (both prior to and following the Effective Date) with respect to any disputes relating to the Settlement Agreement, the Revolving Credit Facility is available from Services Agreement, the date hereof Transition Services Agreement, and any other matters pertaining to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval separation of the Borrower and the Administrative AgentDebtors from NRG. Issuer: GenOn Energy, to extend its Revolving Credit Commitment Inc., as reorganized pursuant to the Revolving Credit Facility Termination DatePlan, which election and approval shall be evidenced by a written instrument as defined in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, Restructuring Support Agreement (the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date“Issuer”). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall Trustee: To be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Datedetermined.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to whichLender agrees, and upon on the terms and subject to the conditions herein set forth, to make Advances to the Borrowers under the Revolving Credit Facility (each an “Advance”) from time to time from the date all of the conditions set forth in Section 3.1 hereof are satisfied (the “Funding Date”) to the Revolving Credit Termination Date, in an aggregate amount not to exceed at any time outstanding the Maximum Line. The Borrowers’ obligation to repay the Advances under this subsection shall be evidenced by the Revolving Note and shall be secured pursuant to the Security Documents and by the Collateral. Within the limits set forth in this subsection, the Borrowers may borrow, repay in accordance with the terms hereof and reborrow from the Revolving Credit Facility. The Borrowers agree to comply with the following procedures in requesting Advances under this subsection: (i) The Borrowers shall make each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans request for an Advance to the Borrower Lender before 11:00 a.m. (Minneapolis time) of the day of the requested Advance. Requests may be made in accordance with Section 2.2; writing, by facsimile, online or by telephone, specifying the date of the requested Advance and the amount thereof. Each request shall be by (iiA) each Revolving Credit Lender may, any officer of the Borrowers; (B) any person designated as the Borrowers’ agent by any officer of the Borrowers in its sole discretion, make bids to make Competitive Bid Loans a writing delivered to the Borrower in accordance with Section 2.3Lender; and or (iiiC) any person whom the Swing Line Lender agrees reasonably believes to make Swing Line Advances to be an officer of the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit CommitmentBorrowers or such a designated agent. (ii) In no event shall Upon fulfillment of the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms applicable conditions set forth in Article III hereof, the Revolving Credit Facility is available from Lender shall disburse the date hereof proceeds of the requested Advance by crediting the same to the Revolving Credit Facility Termination Date and, upon Borrowers’ demand deposit accounts maintained at the Revolving Credit Facility Termination Date, Lender unless the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, Borrowers shall agree in writing to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agentanother manner of disbursement. Upon the execution Lender’s request, the Borrowers shall promptly confirm each telephonic request for an Advance by executing and delivery of delivering an appropriate confirmation certificate to the Lender. The Borrowers shall repay all Advances even if the Lender does not receive such confirmation and even if the person requesting an Advance was not in fact authorized to do so. Any request for an Advance, whether written instrumentor telephonic, such Revolving Credit Lender shall cease be deemed to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full representation by the Borrower on Borrowers that the Revolving Credit Facility Termination Date (except to conditions set forth in Section 3.2 hereof have been satisfied as of the extent that, pursuant to Article IV, Facility Letters time of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Daterequest.

Revolving Credit Facility. (a) The From and including the date of this Agreement and prior to the Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to whichTermination Date, and upon each Lender severally agrees, on the terms and subject to the conditions herein set forth: forth in this Agreement, (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable revolving Loans to the Borrower in accordance with Section 2.2; from time to time and (ii) each Revolving Credit Lender mayparticipate in Facility LCs issued upon the request of Borrower (the "REVOLVING CREDIT FACILITY"), in its sole discretionprovided that, make bids to make Competitive Bid Loans after giving effect to the Borrower in accordance with Section 2.3; and (iii) making of each such Loan and the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving issuance of each such Facility LC, such Lender's Outstanding Credit Facility Exposure shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations not exceed the Aggregate Revolving Credit its Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) . Subject to the terms hereofof this Agreement, Borrower may borrow, repay and reborrow under the Revolving Credit Facility is available from the date hereof at any time prior to the Revolving Credit Facility Termination Date andDate. Commencing on December 31, upon 2004, and continuing on December 31 of each year until the Revolving Credit Facility Termination Date, the Revolving Credit Commitments Termination Balance on such date (the "YEAR END BALANCE") shall convert (a "TERM CONVERSION") to a term loan, to be repaid as provided in Section 2.2; provided, that, (x) the amount of the Term Conversion on December 31, 2004 shall not exceed $50,000,000, and (y) the aggregate balance of all Term Conversions in existence at any time shall not exceed $50,000,000. Each Lender's Commitment to lend hereunder under the Revolving Credit Facility shall expire(A) be reduced by its Pro Rata Share of the term loans resulting from each Term Conversion and (B) expire on the Revolving Credit Termination Date. Principal payments made (I) on such Year End Balances and (II) after the Revolving Credit Termination Date, may not be reborrowed. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with Facility (other than the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination DateWorking Capital Sublimit, which election and approval shall be evidenced by a written instrument used for the purposes set forth in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (ddefinition thereof) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid used solely for (x) the purchase of assets used in full by the Borrower on the Revolving Credit Facility Termination Date ordinary course or Borrower's business and (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Datey). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. A. The Borrower confirms and agrees that it has requested a new revolving credit facility, which shall consist of commitments to be referred to in the Amended and Restated Credit Agreement as “Revolving Credit Commitments” (a) with the loans made thereunder to be referred to in the Amended and Restated Credit Agreement as “Revolving Credit Loans”), from the Revolving Credit Lenders in a total aggregate principal amount of $300,000,000.00 pursuant to and on the terms set forth in Section 2.17 of the Credit Agreement and herein. B. Each Revolving Credit Lender confirms and agrees that, on the Effective Date, its Revolving Credit Commitment in the aggregate principal amount set forth opposite its name on Schedule I hereto shall become effective and, from time to time on and after the Effective Date, it will fund Revolving Credit Loans in accordance with the provisions of the Amended and Restated Credit Agreement. C. The Revolving Credit Lenders grant to and each Loan Party that is a party hereto agree that effective on and at all times after the Borrower a revolving credit facility (Effective Date, the “Revolving Credit Facility”) pursuant to whichLenders will be bound by all obligations of, and upon entitled to all the terms benefits of, a Lender under the Amended and subject to Restated Credit Agreement in respect of their respective Revolving Credit Commitments. Except as expressly set forth in the conditions herein set forth: (i) each Amended and Restated Credit Agreement, no Revolving Credit Lender severally agrees to make ever is or ever shall be in any respect responsible or liable for any obligation of any other Lender under the Amended and Restated Credit Agreement. D. Immediately after the effectiveness of the Revolving Credit Ratable Loans to Commitments, the Existing Revolving Credit Facility and the Existing Revolving Credit Commitments thereunder will be terminated and the Borrower shall repay in accordance with Section 2.2; (ii) each full all outstanding Existing Revolving Credit Lender mayLoans (if any) of the Borrower, in its sole discretion, make bids to make Competitive Bid Loans to which repayment may be funded with Revolving Credit Loans. Any letters of credit issued under the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Existing Revolving Credit Facility shall be subject deemed to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, be issued under the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expireFacility. The Revolving Borrower shall pay any outstanding and accrued interest and fees and other amounts related thereto payable under the Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining LenderAgreement. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower terms and conditions of this Agreement, Lender hereby establishes for the benefit of Borrowers a revolving line of credit facility (the “Revolving Credit FacilityCredit”) pursuant to whichwhich Lender shall, from time to time, make Advances to the Borrowers in the form of revolving credit loans. The aggregate outstanding amount of all Advances shall not at any time exceed the Maximum Revolving Credit. In no event shall the initial principal amount of any Advance be less than $25,000. Subject to such limitation, the aggregate outstanding balance of all Advances may fluctuate from time to time, to be reduced by repayments and prepayments made by Borrowers, to be increased by future Advances which may be made by Lender. If at any time there exists a Borrowing Base Deficiency, Borrowers shall immediately repay such Borrowing Base Deficiency in full. Lender has the right at any time, and upon the terms and subject from time to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender maytime, in its sole discretion, make bids reasonable discretion (but without any obligation) to make Competitive Bid Loans to set aside reasonable reserves against the Borrower Borrowing Base in accordance with Section 2.3; and (iii) such amounts as it may deem appropriate. The Obligations of Borrowers under the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19Revolving Credit and this Agreement shall at all times be absolute and unconditional. (b) At Closing, Borrowers shall execute and deliver a promissory note to Lender in the stated principal amount of Ten Million Dollars ($10,000,000) and payable in the principal amount of the Advances evidenced thereby (as may be amended, modified or replaced from time to time, the “Revolving Credit Note”). The Revolving Credit Facility Note shall evidence Borrowers’ absolute and unconditional obligation to repay Lender for all Advances made by Lender under the Revolving Credit, with interest as herein and therein provided. Each and every Advance under the Revolving Credit shall be subject to deemed evidenced by the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Note, which is deemed incorporated herein by reference and made a part hereof. The Revolving Credit Ratable Advances, Competitive Bid Advances Note shall be substantially in the form set forth in Exhibit 2.1(b) attached hereto and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitmentmade a part hereof. (c) Subject to the terms hereof, The term of the Revolving Credit Facility is available from (“Initial Revolving Credit Term”) shall expire on December 31, 2006. All Advances shall be repaid on or before the date hereof to earlier of the last day of the Initial Revolving Credit Term or upon termination of the Revolving Credit Facility Termination Date and, upon or termination of this Agreement (“Revolving Credit Maturity Date”). After the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Maturity Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval no further Advances shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining available from Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms and conditions hereof, each Revolving Lender agrees to make available to Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a "Revolving Credit Advance"). The Pro Rata Share of the Revolving Credit Facility is available from Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Commitment Termination Date, Borrower may from time to time borrow, repay and reborrow under this Section 1.1(a); provided, that (A) the amount of any Revolving Credit Commitments Advance to lend hereunder be made at any time shall expire. The Revolving Credit Commitment of not exceed Borrowing Availability at such time and (B) the Borrower shall not request, and shall not borrow, a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto Advance to fund all or any portion of a Permitted Acquisition or a Permitted Intellectual Property Acquisition (1) if the amount of such Revolving Credit Declining Lender electsAdvance would exceed Revolving Acquisition Loan Availability at such time, with (2) unless, in the approval case of a Permitted Acquisition, the Acquisition Loan Funding Termination Date has occurred or the then outstanding principal balance of Acquisition Loans equals the Maximum Acquisition Loan Amount at such time, or (3) to the extent that the aggregate amount of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any then outstanding Revolving Credit Advances and used to fund such transactions has exceeded, or would exceed after giving effect to all other unpaid such requested Revolving Credit Obligations Advances, $10,000,000. Borrowing Availability may be further reduced by Reserves imposed by Agent in its reasonable credit judgment for reasons relating to any Credit Party, any Credit Party's business or industry and/or the Agent's ability to collect or realize the full value of any Collateral. Each Revolving Credit Advance shall be paid made on notice by Borrower to one of the representatives of Agent identified in full by Schedule 1.1 at the Borrower address specified therein. Any such notice must be given no later than (1) 11:00 a.m. (Chicago time) on the Business Day of the proposed Revolving Credit Facility Termination Date Advance, in the case of an Index Rate Loan, or (except 2) 11:00 a.m. (Chicago time) on the date which is 3 Business Days prior to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the proposed Revolving Credit Facility Termination Date)Advance, in the case of a LIBOR Loan. All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, Each such notice (a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date."

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to From and after the Borrower a revolving credit facility (Closing Date and until the “Revolving Credit Facility”) pursuant to which, and upon the terms Facility Termination Date and subject to the terms and conditions herein set forth: hereof, the Conduit Lender (iprior to the occurrence of an Edison Termination Date) each Revolving Credit and the Committed Lender (after the occurrence of the Committed Lender Funding Event) severally agrees agree to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower from time to time. The Outstanding Principal Amount shall not exceed at any time the least of (i) the Maximum Facility Amount, (ii) the Cap Amount and (iii) an amount equal to (x) the Borrowing Base MULTIPLIED BY the Maximum Advance Rate MINUS (y) the Interest Discount Amount MINUS (z) the Custodial Overadvance Amount (such least amount, the "BORROWING AVAILABILITY"). Borrower may from time to time borrow, repay and reborrow Revolving Credit Advances hereunder on the terms and conditions set forth herein. Each Revolving Credit Advance shall be made on notice by the Borrower to the Administrative Agent, which notice is to be received no later than 4:00 p.m. (New York time) on the Business Day immediately preceding the proposed Borrowing Date set forth therein. Each such notice (a "NOTICE OF REVOLVING CREDIT ADVANCE") must be given in accordance with Section 2.19writing (by telecopy or overnight courier) substantially in the form of EXHIBIT 2.01(A), shall include the information required in such Exhibit, shall be irrevocable and shall be accompanied by a completed Daily Certificate as of the date of delivery, after giving effect to the Revolving Credit Advance requested thereby. Following receipt of any Notice of Revolving Credit Advance, and subject to the satisfaction of the conditions set forth in SECTION 3.02, the Applicable Lender shall make available to or on behalf of the Borrower on the Borrowing Date specified therein the lesser of the amount specified in such Notice of Revolving Credit Advance and the Borrowing Availability by depositing such amount in same day funds to such Deposit Account as the Borrower shall have identified in such Notice of Revolving Credit Advance. (b) The Borrower shall execute and deliver to each Lender a note to evidence its Revolving Credit Facility Advances. Each such note shall be subject in the principal amount of the Maximum Facility Amount, dated the Closing Date, and substantially in the form of EXHIBIT 2.01(B) (each such note, a "REVOLVING NOTE"). Each Revolving Note shall represent the obligation of the Borrower to pay the following limitations: (i) In no event shall amount of the sum of (i) Maximum Facility Amount or, if less, the aggregate unpaid principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) made by the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject Applicable Lender to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, Borrower together with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument interest thereon as prescribed in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.SECTION

Revolving Credit Facility. (a) The Bank will make advances (individually referred to herein as a “Revolving Credit Lenders grant Advance and collectively referred to the Borrower a revolving credit facility (as the “Revolving Credit FacilityAdvances”) pursuant not exceeding at any time outstanding the lesser of (A) the Committed Revolving Line or (B) the Borrowing Base (such lesser amount as determined from time to whichtime being referred to as the “Formula Amount”), with it being understood that all Revolving Advances made prior to July 1, 2005 and upon the terms and remaining outstanding as of such date shall be subject to the conditions herein set forth: (i) each Formula Amount limitation as of July 1, 2005. Amounts borrowed under this Section 2.1.1 may be repaid and reborrowed during the term of this Agreement. Further, as of any date, if the amount of Revolving Credit Lender severally agrees Advances outstanding exceeds the Formula Amount, then Borrower shall immediately repay any excess to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19Bank. (b) The Revolving Credit Facility shall be subject Prior to the following limitations: making of a Revolving Advance hereunder, (i) In no event Borrower shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus provide at least thirty days’ written notice to Bank; (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event Bank shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. conduct a Collateral audit having results acceptable to Bank; and (iii) In no event Borrower shall provide a completed borrowing base certificate and accounts receivable and accounts payable agings, in form and substance acceptable to Bank. Further, to obtain any Revolving Advance, Borrower must notify Bank by facsimile or telephone by 12:00 p.m. Pacific time on the outstanding principal amount of all outstanding Swing Line Business Day such Advance is to be made. Borrower must promptly confirm the notification by delivering to Bank the Payment/Advance Form attached as Exhibit B. Bank will credit Revolving Advances exceed to Borrower’s deposit account on the Swing Line CommitmentBusiness Day a Revolving Advance is made. Bank may make Revolving Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Borrower will indemnify Bank for any loss Bank suffers due to such reliance. (c) Subject to the terms hereof, The Committed Revolving Line terminates on the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Maturity Date, the when all Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender electsAdvances, with the approval of the Borrower and the Administrative Agentall accrued and unpaid interest thereon, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election are immediately due and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lenderpayable. (d) Any outstanding Bank’s obligation to lend the undisbursed portion of the Committed Revolving Credit Advances Line or any other credit available hereunder to Borrower will terminate if, in the Bank’s sole discretion, there has been a Material Adverse Change or there has occurred any material adverse deviation from the most recent business plan of Borrower presented to and all other unpaid Revolving Credit Obligations accepted by Bank prior to the execution of the Amendment to Loan Agreement dated June 28, 2005.” Further, it is hereby agreed that Sections 2.1.2, 2.1.3 and 2.1.4 of the Loan Agreement are hereby deemed of no further force or effect and that no credit accommodations under such Sections shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Dateextended.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon On the terms and subject to the conditions herein hereinafter set forth, including Article III: (ia) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans loans to the Borrower (each, a “Syndicated Advance”) from time to time on any Business Day during the period from the Funding Effective Date until the Commitment Termination Date (or thereafter pursuant to Section 8.04), on a pro rata basis in accordance with Section 2.2; (ii) each Revolving Credit Lender maycase in an aggregate principal amount at any one time outstanding up to but not exceeding such Lender’s Commitment and, as to all Lenders, in its sole discretion, make bids an aggregate principal amount up to make Competitive Bid Loans to but not exceeding the Borrower Maximum Available Amount as then in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19effect. (b) The Revolving Credit Facility shall be subject the Swingline Lender agrees to make loans (each, a “Swingline Advance” and, together with the Syndicated Advances, the “Advances”) to the following limitations: Borrower from time to time on any Business Day during the period from the Funding Effective Date until the date that is five (i5) In no event shall Business Days prior to the sum Commitment Termination Date (the “Swingline Facility End Date”) in an aggregate principal amount at any one time outstanding up to but not exceeding the lesser of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances $20,000,000 and Swing Line Advances) plus (ii) the Facility Letter aggregate unused Commitment of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount Swingline Lender. Each such borrowing of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount a Syndicated Advance on any single day is referred to herein as a “Syndicated Borrowing”; each such borrowing of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject a Swingline Advance on any single day is referred to herein as a “Swingline Borrowing”; and Syndicated Borrowings and Swingline Borrowings are referred to herein collectively as “Borrowings”. Within such limits and subject to the other terms hereofand conditions of this Agreement, the Revolving Credit Facility is available from Borrower may borrow (and re-borrow) Advances under this Section 2.01 and prepay Advances under Section 2.05; provided that the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Swingline Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, not be required to extend its Revolving Credit Commitment make a Swingline Advance to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lenderrefinance an outstanding Swingline Advance. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms and conditions hereof, each Tranche A Revolving Lender agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Tranche A Revolving Credit Facility is available from the date hereof to the Advance”); provided, that no Tranche A Revolving Credit Facility Termination Date and, upon Advance shall be made at any time when the outstanding Tranche B Revolving Credit Facility Loan is less than the Tranche B Maximum Amount. The Pro Rata Share of the Tranche A Revolving Loan of any Tranche A Revolving Lender shall not at any time exceed its separate Tranche A Revolving Loan Commitment. The obligations of each Tranche A Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender electsBorrowers may borrow, with the approval of the Borrower repay and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding reborrow Tranche A Revolving Credit Advances and all other unpaid under this Section 1.1(a)); provided that the amount of any Tranche A Revolving Credit Obligations Advance to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves imposed by Agent in its reasonable credit judgment upon prior notice to Borrower Representative. Moreover, (x) the sum of the Tranche A Revolving Loan and Swing Line Loan outstanding shall not exceed at any time the Tranche A Borrowing Base, and (y) the sum of the Tranche A Revolving Loan, the Tranche B Revolving Loan and Swing Line Loan outstanding shall not exceed at any time the Aggregate Borrowing Base. Each Tranche A Revolving Credit Advance shall be paid made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in full by Schedule 1.1 at the Borrower address specified therein. Any such notice must be given no later than (1) 12:00 noon (New York time) on the Business Day of the proposed Tranche A Revolving Credit Facility Termination Date Advance, in the case of an Index Rate Loan, or (except 2) 12:00 noon (New York time) on the date which is three (3) Business Days prior to the extent thatproposed Tranche A Revolving Credit Advance, pursuant to Article IVin the case of a LIBOR Loan. Each such notice (a “Notice of Tranche A Revolving Credit Advance”) must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(a)(i), Facility Letters of Credit are permitted and shall include the information required in such Exhibit and such other information as may be reasonably required by Agent. If any Borrower desires to have an expiration date later than the Tranche A Revolving Credit Facility Termination DateAdvances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant On and after the Closing Date and prior to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant Termination Date applicable to whichsuch Lender, and upon the terms and subject to conditions set forth in this Agreement and in reliance upon the conditions representations and warranties of the Borrower herein set forth: (i) , each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender mayBorrower, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: provided that (i) In in no event shall the sum of (i) may the aggregate principal amount of all outstanding Revolving Loans and the Facility Letter of Credit Advances (including Revolving Credit Ratable AdvancesObligations of any Lender exceed its Commitment, Competitive Bid Advances and Swing Line Advances) plus (ii) in no event may the sum of the aggregate principal amount of all outstanding Loans and the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (iib) In On and after the Closing Date and prior to the date that is 30 days prior to the Termination Date applicable to such Lender, each Lender severally agrees, on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, to participate in Facility Letters of Credit issued pursuant to Section 2.19 for the account of the Borrower, provided that (i) in no event shall may the outstanding aggregate principal amount of all outstanding Competitive Bid Advances Loans and Facility Letter of Credit Obligations of any Lender exceed the Competitive Bid Sublimit. its Commitment and (iiiii) In in no event shall may the outstanding principal aggregate amount of all Facility Letter of Credit Obligations exceed an amount equal to the Aggregate Commitment minus the sum of all outstanding Swing Line Advances exceed the Swing Line CommitmentLoans. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend Loans hereunder shall expirebe made ratably by the several Lenders in accordance with their respective Pro Rata Shares. The Revolving Participations in Facility Letters of Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval hereunder shall be evidenced by a written instrument ratable among the several Lenders in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lenderaccordance with their respective Pro Rata Shares. (d) Any outstanding Revolving All Obligations with respect to the Commitment, Loans and Facility Letters of Credit Advances and all other unpaid Revolving Credit Obligations of a Lender shall be paid in full due and payable by the Borrower on the Revolving Credit Facility Termination Date (except applicable to the extent that, such Lender unless such Obligations shall sooner become due and payable pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date)Section 8.01 or as otherwise provided in this Agreement. All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, owing to a Revolving Credit Declining Lender (or the Agent) shall be paid in full due and payable by the Borrower on the Termination Date applicable to such Lender (or the latest Termination Date in the case of the Agent) unless such other Obligations shall sooner become due and payable pursuant to Section 8.01 or as otherwise provided in this Agreement. (e) Each Borrowing which shall not utilize the Aggregate Commitment in full shall be in an amount not less than One Million Dollars ($1,000,000) in the case of a Borrowing consisting of Eurodollar Loans and One Million Dollars ($1,000,000) in the case of a Borrowing consisting of ABR Loans. Each Borrowing shall consist of a Loan made by each Lender in the proportion of its Revolving Credit Declining Pro Rata Share. Within the limits of the Aggregate Commitment, the Borrower may borrow, repay pursuant to Section 2.10, and reborrow Loans under this Section 2.01. On such terms and conditions, the Loans may be outstanding as ABR Loans or Eurodollar Loans. Each type of Loan shall be made and maintained at the applicable Lender’s Termination DateLending Office for such type of Loan. The failure of any Lender to make any requested Loan to be made by it on the date specified for such Loan shall not relieve any other Lender of its obligation (if any) to make such Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make such Loan to be made by such other Lender.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower terms and conditions of this Agreement, Lender hereby establishes for the benefit of Borrowers a revolving line of credit facility (the “"Revolving Credit Facility”Credit") pursuant to whichwhich Lender shall, from time to time, make Advances to the Borrowers in the form of revolving credit loans. The aggregate outstanding amount of all Advances shall not at any time exceed the Maximum Revolving Credit. In no event shall the initial principal amount of any Advance be less than $25,000. Subject to such limitation, the aggregate outstanding balance of all Advances may fluctuate from time to time, to be reduced by repayments and prepayments made by Borrowers, to be increased by future Advances which may be made by Lender. If at any time there exists a Borrowing Base Deficiency, Borrowers shall immediately repay such Borrowing Base Deficiency in full. Lender has the right at any time, and upon the terms and subject from time to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender maytime, in its sole discretion, make bids reasonable discretion (but without any obligation) to make Competitive Bid Loans to set aside reasonable reserves against the Borrower Borrowing Base in accordance with Section 2.3; and (iii) such amounts as it may deem appropriate. The Obligations of Borrowers under the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19Revolving Credit and this Agreement shall at all times be absolute and unconditional. (b) At Closing, Borrowers shall execute and deliver a promissory note to Lender in the stated principal amount of Ten Million Dollars ($10,000,000) and payable in the principal amount of the Advances evidenced thereby (as may be amended, modified or replaced from time to time, the "Revolving Credit Note"). The Revolving Credit Facility Note shall evidence Borrowers' absolute and unconditional obligation to repay Lender for all Advances made by Lender under the Revolving Credit, with interest as herein and therein provided. Each and every Advance under the Revolving Credit shall be subject to deemed evidenced by the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Note, which is deemed incorporated herein by reference and made a part hereof. The Revolving Credit Ratable Advances, Competitive Bid Advances Note shall be substantially in the form set forth in Exhibit 2.1(b) attached hereto and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitmentmade a part hereof. (c) Subject to the terms hereof, The term of the Revolving Credit Facility is available from ("Initial Revolving Credit Term") shall expire on December 31, 2006. All Advances shall be repaid on or before the date hereof to earlier of the last day of the Initial Revolving Credit Term or upon termination of the Revolving Credit Facility Termination Date and, upon or termination of this Agreement ("Revolving Credit Maturity Date"). After the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Maturity Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval no further Advances shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining available from Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (iv) No Revolving Credit Loans shall be made to the Borrower at any time that any Swing Line Advance is outstanding, except for a Revolving Credit Loan that is used, in whole or in part, on the day on which made, to repay in full the outstanding balance of the Swing Line Advances. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company Borrower and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the other terms and subject to the conditions herein set forthhereof: (i) each Revolving Credit Each Lender severally with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make Revolving Credit Ratable Loans to the Borrower in accordance an aggregate amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of the Maximum Revolver Amount applicable to the Treasury Facility at such time; provided, that at no time shall the sum of such Lender’s aggregate Loans under the Treasury Facility exceed such Lender’s Revolver Commitment with Section 2.2respect to the Treasury Facility; (ii) each Revolving Credit Each Lender maywith a Revolver Commitment agrees (severally, in its sole discretion, make bids not jointly or jointly and severally) to make Competitive Bid Loans to the Borrower in accordance an aggregate amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of the lesser of (A) the Maximum Revolver Amount applicable to the Subscription Facility at such time and (B) the Borrowing Base at such time; provided, that at no time shall the sum of such Lender’s aggregate Loans under the Subscription Facility exceed such Lender’s Revolver Commitment with Section 2.3respect to the Subscription Facility; and (iii) the Swing Line Lender agrees Amounts borrowed pursuant to make Swing Line Advances this Section 2.1 may be repaid and, subject to the Borrower in accordance terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Loans under each of the Subscription Facility and Treasury Facility, together with Section 2.19interest accrued thereon, shall be due and payable on the Applicable Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement. (b) The Revolving Credit Facility shall be subject to the following limitationsIn no event shall: (i) In the Revolving Credit Facility Usage under the applicable Revolving Credit Facility at any time exceed the applicable Maximum Revolver Amount at such time; (ii) the Revolving Credit Facility Usage under the Subscription Facility at any time exceed the Borrowing Base at such time; (iii) the principal amount of any Borrowing requested to be made under the Subscription Facility exceed the positive difference between (A) the lesser of (x) the Borrowing Base and (y) the Maximum Revolver Amount applicable to the Subscription Facility, and (B) the Revolving Credit Facility Usage under the Subscription Facility extant immediately prior to such Borrowing; (iv) the principal amount of any Borrowing requested to be made under the Treasury Facility exceed the positive difference between (A) the Maximum Revolver Amount applicable to the Treasury Facility, and (B) the Revolving Credit Facility Usage under the Treasury Facility extant immediately prior to such Borrowing; or (v) the Revolving Credit Facility Usage together with all other Debt for borrowed money of Borrower, if any, otherwise exceed any debt limitation set forth in the Governing Documents of Borrower. (c) Notwithstanding any other provision of this Agreement to the contrary, no event Lender with a Revolver Commitment shall have an obligation to make any Loan under the sum applicable Revolving Credit Facility on or after the earlier of (i) the aggregate principal amount expiration of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus the Commitment Period or (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Applicable Maturity Date.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant Subject to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject conditions of this Agreement, each Lender with a Revolving Credit Facility Commitment agrees (severally, not jointly or jointly and severally) to make Revolving Loans to Borrower from the conditions herein set forthClosing Date to, but not including, the Final Revolving Commitment Termination Date, at such times and in such amounts as Borrower may request in accordance with Section 2.6, in an aggregate amount at any one time outstanding not to exceed the lesser of: (i) each the result of (A) such Lender’s Pro Rata Share of the lesser of Maximum Revolver Amount and the Sublimit minus (B) the Letter of Credit Usage; provided that at no time shall the amount of such Lender’s aggregate Loans exceed such Lender’s Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2;Facility Commitment, and (ii) each the amount equal to (A) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrower to Agent) minus (B) the Letter of Credit Usage at such time. Borrowings under the Revolving Credit Lender mayFacility may be borrowed, in its sole discretionrepaid without penalty or premium, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19and reborrowed. (b) The foregoing to the contrary notwithstanding, in no event shall any Lender be obligated to make Revolving Loans hereunder if, after giving effect to the requested Revolving Loan, the Revolving Credit Facility Usage would exceed lesser of (i) the Maximum Revolver Amount or (ii) the Sublimit. (c) In the event that, at any time, the Revolving Credit Facility Usage exceeds the Line Cap, then Borrower immediately shall repay the amount of such excess to Agent to be applied to the outstanding principal balance of the Revolving Loans. In the event that, at any time, the Revolving Credit Facility Usage exceeds the Sublimit for a period of more than 10 Business Days as a result of the extension of loans under the Broker/Dealer Credit Facility, then Borrower immediately shall pay the amount of such excess to Agent to be applied to the outstanding principal balance of the Revolving Loans. (d) No Lender shall have any obligation to make any Revolving Loan under the Revolving Credit Facility on or after the Final Revolving Commitment Termination Date; provided that upon the prior written request of Borrower, Agent may, in its sole and absolute discretion and with prior written notice to Borrower, extend the Final Revolving Commitment Termination Date by a period of up to one hundred twenty (120) days, in which even the Final Revolving Commitment Termination Date shall thereafter mean and refer to such extended date. (e) Subject to Section 2.1(b) hereof, each Borrowing under the Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate in a minimum principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances$250,000 and, Competitive Bid Advances and Swing Line Advances) plus (ii) thereafter, in integral multiples of $100,000, unless such Borrowing is being made to pay any interest, fees, or expenses then due hereunder, in which case such Borrowing may be in the Facility Letter amount of Credit Obligations exceed the Aggregate Revolving Credit Commitmentsuch interest, fees, or expenses. (iif) In On the Closing Date, “Revolving Loans” (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement (the “Existing Revolving Loans”) shall be converted into Revolving Loans hereunder, it being understood that no event shall repayment of the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to Existing Revolving Loans is being effected hereby, but merely an amendment, restatement, and renewal in accordance with the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date.

Revolving Credit Facility. (a) The From and including the date of this Agreement and prior to the Revolving Credit Lenders grant Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, (i) to make revolving Loans to Borrower from time to time and (ii) participate in Facility LCs issued upon the request of Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which), and upon the terms and subject provided that, after giving effect to the conditions herein set forth: (i) making of each Revolving such Loan and the issuance of each such Facility LC, such Lender’s Outstanding Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in Exposure shall not exceed its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: (i) In no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) . Subject to the terms hereofof this Agreement, Borrower may borrow, repay and reborrow under the Revolving Credit Facility is available from the date hereof at any time prior to the Revolving Credit Facility Termination Date andDate. Commencing on December 31, upon 2007, and continuing on December 31 of each year until the Revolving Credit Facility Termination Date, the Revolving Credit Commitments Termination Balance on such date (the “Year End Balance”) shall convert (a “Term Conversion”) to a term loan, to be repaid as provided in Section 2.2. Each Lender’s Commitment to lend hereunder under the Revolving Credit Facility shall expire(A) be reduced by its Pro Rata Share of the term loans resulting from each Term Conversion and (B) expire on the Revolving Credit Termination Date. Principal payments made (I) on such Year End Balances and (II) after the Revolving Credit Termination Date, may not be reborrowed. The Working Capital Sublimit of the Revolving Credit Facility may be used for working capital and general corporate purposes. The portion of the Revolving Credit Facility other than the Working Capital Sublimit shall be used solely for (x) the purchase of assets used in the ordinary course or Borrower’s business and (y) Permitted Acquisitions. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall may also be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agentused for Permitted Distributions. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower The LC Issuer will issue Facility LCs hereunder on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, terms and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid conditions set forth in full by the Borrower on its Revolving Credit Declining Lender’s Termination DateSection 2.19.

Revolving Credit Facility. (a) The Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) , each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) . • The Revolving Credit Facility shall be subject to the following limitations: (i) In limitation: in no event shall the sum of (i) the aggregate principal amount of all outstanding Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) . • Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof Closing Date to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) . • Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Date. • [Reserved].

Revolving Credit Facility. (a) The Borrower Representative may, upon notice to the Administrative Agent, terminate the Revolving Credit Lenders grant Facility in full or permanently reduce the Revolving Credit Facility in part; provided that (i) any such notice shall be received by the Administrative Agent not later than 2:00 p.m. Eastern time (11:00 am Pacific time) five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, provided that the Commitments shall not be reduced to less than $25,000,000 with respect to any partial reduction, (iii) the Borrower a revolving credit facility Representative shall not terminate or reduce the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, Overall Excess Availability would be less than $0, (iv) if, after giving effect to any reduction of the “Revolving Credit Facility”, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such Letter of Credit Sublimit and Swing Line Sublimit shall be automatically reduced by the amount of such excess, (v) pursuant to which, and upon the terms and subject to the conditions herein set forth: (i) Borrowers shall pay each Revolving Credit Lender severally agrees to make its Applicable Percentage of the Early Termination Fee on the amount terminated or reduced concurrently with such termination or reduction and (vi) any such notice may be revoked if it indicates that a termination of the Revolving Credit Ratable Loans to Facility is in connection with a refinancing of all Obligations and such refinancing is not consummated or is delayed. The Administrative Agent will promptly notify the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender may, in its sole discretion, make bids to make Competitive Bid Loans to Lenders of any such notice of termination or reduction of the Borrower in accordance with Section 2.3; and (iii) Revolving Credit Facility. Any reduction of the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject applied to the following limitations: (i) In no event shall the sum Commitment of (i) the aggregate principal amount of all outstanding each Revolving Credit Advances (including Revolving Credit Ratable Advances, Competitive Bid Advances and Swing Line Advances) plus (ii) Lender according to its Applicable Percentage. All fees accrued until the Facility Letter effective date of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (ii) In no event shall the outstanding principal amount any termination of all outstanding Competitive Bid Advances exceed the Competitive Bid Sublimit. (iii) In no event shall the outstanding principal amount of all outstanding Swing Line Advances exceed the Swing Line Commitment. (c) Subject to the terms hereof, the Revolving Credit Facility is available from the date hereof to the Revolving Credit Facility Termination Date and, upon the Revolving Credit Facility Termination Date, the Revolving Credit Commitments to lend hereunder shall expire. The Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining Lender. (d) Any outstanding Revolving Credit Advances and all other unpaid Revolving Credit Obligations shall be paid in full by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, pursuant to Article IV, Facility Letters effective date of Credit are permitted to have an expiration date later than the Revolving Credit Facility Termination Date). All outstanding Revolving Credit Loans held by, and all other unpaid Revolving Credit Obligations payable to, a Revolving Credit Declining Lender shall be paid in full by the Borrower on its Revolving Credit Declining Lender’s Termination Datesuch termination.

Revolving Credit Facility. (a) The On and after the Closing Date and prior to the Revolving Credit Lenders grant to the Borrower a revolving credit facility (the “Revolving Credit Facility”) pursuant to whichTermination Date, and upon the terms and subject to conditions set forth in this Agreement and in reliance upon the conditions representations and warranties of the Borrower herein set forth: (i) , each Revolving Credit Lender severally agrees to make Revolving Credit Ratable Loans to the Borrower in accordance with Section 2.2; (ii) each Revolving Credit Lender mayBorrower, in its sole discretion, make bids to make Competitive Bid Loans to the Borrower in accordance with Section 2.3; and (iii) the Swing Line Lender agrees to make Swing Line Advances to the Borrower in accordance with Section 2.19. (b) The Revolving Credit Facility shall be subject to the following limitations: provided that (i) In in no event shall the sum of (i) may the aggregate principal amount of all outstanding Revolving Credit Advances Loans (including including, in the case of the Swing Line Lender, outstanding Swing Line Loans) and the Facility Letter of Credit Obligations of any Lender exceed its Revolving Credit Ratable AdvancesCommitment, Competitive Bid Advances and Swing Line Advances) plus (ii) in no event may the sum of the aggregate principal amount of all outstanding Revolving Credit Loans, (including all outstanding Swing Line Loans) and the Facility Letter of Credit Obligations exceed the Aggregate Revolving Credit Commitment. (iib) In On and after the Closing Date and prior to the Revolving Credit Termination Date, each Revolving Credit Lender severally agrees, on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, to participate in Facility Letters of Credit issued pursuant to Section 2.23 for the account of the Borrower, providedthat (i) in no event shall may the outstanding aggregate principal amount of all outstanding Competitive Bid Advances Revolving Credit Loans and Facility Letter of Credit Obligations of any Lender exceed its Revolving Credit Commitment and (ii) in no event may the aggregate amount of all Facility Letter of Credit Obligations exceed the Competitive Bid Sublimit. lesser of (iiiA) In no event shall the Facility Letter of Credit Sublimit and (B) an amount equal to the Aggregate Revolving Credit Commitment minus the sum of all outstanding principal amount of Revolving Credit Loans (including all outstanding Swing Line Advances exceed the Swing Line CommitmentLoans). (c) Subject to the terms hereof, the Revolving Credit Facility is available from Loans hereunder (other than Swing Line Loans) shall be made ratably by the date hereof to the several Revolving Credit Facility Termination Date and, upon the Lenders in accordance with their respective Revolving Credit Pro Rata Shares. Participations in Facility Termination Date, Letters of Credit hereunder shall be ratable among the several Revolving Credit Commitments to lend hereunder shall expire. The Lenders in accordance with their respective Revolving Credit Commitment of a Revolving Credit Declining Lender shall expire on its Revolving Credit Declining Lender’s Termination Date unless prior thereto such Revolving Credit Declining Lender elects, with the approval of the Borrower and the Administrative Agent, to extend its Revolving Credit Commitment to the Revolving Credit Facility Termination Date, which election and approval shall be evidenced by a written instrument in a form reasonably acceptable to and executed by such Revolving Credit Declining Lender, the Borrower, the Company and the Administrative Agent. Upon the execution and delivery of such written instrument, such Revolving Credit Lender shall cease to be a Revolving Credit Declining LenderPro Rata Shares. (d) Any outstanding Revolving Credit Advances and all other unpaid All Revolving Credit Obligations shall be paid in full due and payable by the Borrower on the Revolving Credit Facility Termination Date (except to the extent that, unless such Revolving Credit Obligations shall sooner become due and payable pursuant to Article IV, Facility Letters of Credit are permitted to have an expiration date later than Section 8.01 or as otherwise provided in this Agreement. (e) Each Borrowing under the Revolving Credit Facility Termination Datewhich shall not utilize the Aggregate Revolving Credit Commitment in full shall be in an amount not less than One Million Dollars ($1,000,000) in the case of a Borrowing consisting of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) in the case of a Borrowing consisting of ABR Loans and, in either case, if in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000). All outstanding Each Borrowing under the Revolving Credit Facility shall consist of a Revolving Credit Loan made by each Lender in the proportion of its Revolving Credit Pro Rata Share. Within the limits of the Aggregate Revolving Credit Commitments, the Borrower may borrow, repay pursuant to Section 2.11, and reborrow Revolving Credit Loans held byunder this Section 2.01. On such terms and conditions, and all other unpaid the Revolving Credit Obligations payable to, a Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Revolving Credit Declining Lender Loan shall be paid in full by made and maintained at the Borrower on its applicable Lender’s Lending Office for such type of Loan. The failure of any Revolving Credit Declining Lender to make any requested Revolving Credit Loan to be made by it on the date specified for such Revolving Credit Loan shall not relieve any other Revolving Credit Lender of its obligation (if any) to make such Revolving Credit Loan on such date, but no Revolving Credit Lender (or other Lender’s Termination Date) shall be responsible for the failure of any other Revolving Credit Lender to make such Revolving Credit Loan to be made by such other Revolving Credit Lender. The provisions of this Section 2.01.1(e) shall not apply to Swing Line Loans.