Common use of Revolving Loan Commitment Clause in Contracts

Revolving Loan Commitment. Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each a “Revolving Loan” and collectively the “Revolving Loans”) in Dollars to the Borrower, at any time and from time to time, during the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of (x) the Revolving Committed Amount and (y) the face amount of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) and (ii) with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow Revolving Loans.

Revolving Loan Commitment. Subject Upon and subject to the terms and conditions set forth herein, (a) each Lender severally and for itself agrees to make revolving loans in Dollars to the Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time on any Business Day during the Availability Period in such Lender’s Applicable Percentage of such aggregate amounts as the Borrower may from time to time request, (b) each Lender severally agrees to make revolving loans (each a “Revolving Loan” issue, extend and collectively renew in such Lender’s Applicable Percentage, Several Letters of Credit at the “Revolving Loans”) in Dollars to request of and for the account of the Borrower, at any time and Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries, from time to time, time during the period Availability Period, and (c) the Fronting Bank agrees to issue, extend and renew Fronted Letters of Credit for the account of the Borrower, any Insurance Subsidiary or, subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, Non-Insurance Subsidiaries from time to time during the Availability Period and including each Lender agrees to purchase risk participations in the Closing Date to but not including obligations of the Maturity Date (or such earlier date if Fronting Bank under the Commitments have been terminated Fronted Letters of Credit as provided herein)more fully set forth in Section 3.1; provided, however, that after giving effect to any Borrowing Credit Extension, (ix) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans Total Outstandings shall not exceed the lesser of (x) the Revolving Committed Amount and Aggregate Commitments, (y) the face amount aggregate Outstanding Amounts of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) and (ii) with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s CommitmentCommitment and (z) the aggregate LC Obligations with respect to Letters of Credit issued for the account of Non-Insurance Subsidiaries shall not exceed the Non-Insurance Subsidiary Letter of Credit Sublimit. Subject Within the limits of this Section 2.1 and subject to the other terms of this Credit Agreement (including Section 3.3)and conditions hereof, the Borrower may borrowborrow Loans under this Section 2.1, repay prepay Loans under Section 2.3 and reborrow Revolving LoansLoans under this Section 2.1.

Revolving Loan Commitment. Subject (i) Upon the satisfaction of the applicable conditions precedent set forth in Sections 5.1 and 5.2, from and including the Closing Date and prior to the Termination Date applicable to such Lender, each Revolving Loan Lender severally and not jointly agrees, on the terms and conditions set forth hereinin this Agreement, each Lender severally agrees to make revolving loans (each a “Revolving Loan” and collectively the “Revolving Loans”) in Dollars to the Borrower, at any time and Borrowers from time to time, during the period from and including the Closing Date in any Agreed Currency, in a Dollar Amount not to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of (x) the Revolving Committed Amount and (y) the face amount of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) and (ii) with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the aggregate “Revolving Loans”); provided, however, that, except as permitted under Section 2.4(B), (i) at no time shall the Dollar Amount of the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment minus the Participation Reserve, (ii) at no time shall the Dollar Amount of the Revolving Credit Obligations denominated in Agreed Currencies other than Dollars exceed the Foreign Currency Sublimit and (iii) at no time shall the Facility Obligations Amount exceed the Collateral Value Amount. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Termination Date applicable to such Revolving Loan Lenders. The Revolving Loans made pursuant to this Section 2.1 shall be, at the option of the Borrowers, selected in accordance with Section 2.7, either Floating Rate Advances in Dollars or Eurocurrency Rate Advances in any Agreed Currency; provided, however, that the initial Revolving Loans shall be Floating Rate Advances in Dollars but may be converted into Eurocurrency Rate Advances in accordance with Section 2.7. On the applicable Termination Date, the Borrowers shall repay in full the outstanding principal amount balance of outstanding the Revolving Loans required to be repaid on such date. (ii) Each Advance under this Section 2.1(A) shall consist of Revolving Loans made by each Revolving Loan Lender ratably in proportion to such Lender’s respective Pro Rata Share. Prior to the Non-Extended Revolving Loan Termination Date, Revolving Loans shall be made by both Extending Lenders and Non-Extending Lenders in accordance with their respective Pro Rata Shares of Revolving Credit Availability. Revolving Loans made by both Extending Lenders and Non-Extending Lenders shall be deemed to constitute a single Advance having the same Interest Period. (iii) For the avoidance of doubt, Revolving Loans made on the Non-Extended Revolving Loan Termination Date shall be made by Extending Lenders in accordance with their respective Pro Rata Shares of Revolving Credit Availability (after giving effect to the termination of the Revolving Loan Commitments of the Non-Extending Lenders and to the repayment of any Revolving Loans of the Extending Lenders and the reallocation of participation interests in L/C Obligations and Swing Line Loans shall not exceed in the manner contemplated by Sections 2.5(B) on such Lender’s Commitment. Subject to the terms of this Credit Agreement (including Section 3.3date), the Borrower may borrow, repay and reborrow Revolving Loans.

Revolving Loan Commitment. Subject (a) From time to time on any Business Day occurring from and after the Amendment Effective Date but prior to the Commitment Termination Date, each Lender that has a Revolving Loan Commitment agrees that it will make loans (relative to such Lender, its "LOANS") to the Borrowers equal to such Lender's Percentage of the aggregate amount of each Borrowing of the Loans requested by either of the Borrowers to be made on such day. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Loans. No Lender shall be permitted or required to make any Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Loans of such Lender, together with such Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. (b) Each of the parties hereto acknowledges and agrees that the Existing Loans shall continue as Loans for all purposes under this Agreement and the Loan Documents, with each Lender's share of the Loans being set forth opposite its name on SCHEDULE II hereto or set forth in a Lender Assignment Agreement, as such amount may be adjusted from time to time pursuant to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each a “Revolving Loan” and collectively the “Revolving Loans”) in Dollars to the Borrower, at any time and from time to time, during the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of (x) the Revolving Committed Amount and (y) the face amount of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) and (ii) with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow Revolving Loanshereof.

Revolving Loan Commitment. (i) Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each a “"Revolving Loan” " and collectively the “"Revolving Loans”") in Dollars to the Borrower, in Dollars, at any time and from time to time, during the period from and including the Closing Effective Date to but not including the Maturity Date (or such earlier date if the Commitments have Revolving Committed Amount has been terminated as provided herein); provided, however, that after giving effect to any Borrowing (iA) the sum of the aggregate principal amount of outstanding Revolving Loans outstanding plus the aggregate principal amount of Swingline Loans outstanding L/C Obligations plus the aggregate principal amount of all LC Obligations outstanding Swing Line Loans (collectively, the "Outstanding Credit Extensions") shall not exceed the lesser of (x) the Revolving Committed Amount and (y) the face amount of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) and (iiB) with respect to each individual Lender (other than the Swingline Lender), the sum of the aggregate principal amount Lender's Pro Rata Share of outstanding Revolving Loans of such Lender plus such Lender’s 's Pro Rata Share of the aggregate principal amount outstanding Swingline Loans plus such Lender's Pro Rata Share of outstanding L/C LC Obligations and Swing Line Loans shall not exceed such Lender’s 's Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow Revolving Loans. (ii) Subject to the terms and conditions set forth herein, each Lender severally agrees to participate in Facility LCs issued pursuant to Section 4 for the account of the Borrower; provided that in no event may the aggregate amount of all outstanding LC Obligations exceed the lesser of (A) the Aggregate LC Commitment or (B) an amount equal to the Revolving Committed Amount minus the sum of all outstanding Loans.

Revolving Loan Commitment. Subject Each Lender severally agrees, subject to the terms and conditions limitations set forth herein, each Lender severally agrees to make revolving loans (each a “Revolving Loan” and collectively the “Revolving Loans”) in Dollars below with respect to the Borrower, at any time and maximum amount of Revolving Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from and including the Closing Effective Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of (x) excluding the Revolving Committed Amount and (y) the face Loan Commitment Termination Date an aggregate amount of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) and (ii) with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $50,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii). Each Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed up to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the following limitations in the amounts and during the periods indicated: (a) in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in effect; and (b) for 30 consecutive days during each consecutive twelve-month period, the sum of (1) the aggregate outstanding principal amount of all Revolving Loans plus (2) the aggregate outstanding L/C Obligations and principal amount of all Swing Line Loans minus (3) the aggregate outstanding principal amount of all Acquisition Loans, shall not exceed such Lender’s Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow Revolving Loans$25,000,000.

Revolving Loan Commitment. Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each a “Revolving Loan” "REVOLVING LOAN" and collectively the “Revolving Loans”"REVOLVING LOANS") in Dollars to the Borrower, in Dollars, at any time and from time to time, during the period from and including the Closing Effective Date to but not including the Maturity Date (or such earlier date if the Commitments have Revolving Committed Amount has been terminated as provided herein); providedPROVIDED, howeverHOWEVER, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount of outstanding Revolving Loans outstanding plus the aggregate principal amount of LOC Obligations outstanding L/C Obligations plus the aggregate principal amount of Synthetic Lease Obligations outstanding Swing Line Loans shall not exceed (A) the lesser of (x) the Revolving Committed Amount and (y) the face amount of Borrowing Base Assets and (B) until such time as the First Mortgage Bonds (orIndenture Default is cured or an Acceleration Event occurs, during any FMB Release Period$15,000,000; PROVIDED FURTHER, HOWEVER, that if an Acceleration Event occurs, the sum of the aggregate principal amount of outstanding Revolving Loans outstanding plus the aggregate principal amount of LOC Obligations outstanding L/C Obligations plus the aggregate principal amount of Synthetic Lease Obligations outstanding Swing Line Loans shall not may only exceed $15,000,000 if such excess amount is used to retire the Revolving Committed Amount) Securities and (ii) with respect to each individual Lender, the sum of the aggregate principal amount Lender's pro rata share of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share 's pro rata share of outstanding LOC Obligations plus such Lender's pro rata share of the aggregate principal amount of the outstanding L/C Synthetic Lease Obligations and Swing Line Loans shall not exceed such Lender’s Commitment's Revolving Loan Commitment Percentage of the Revolving Committed Amount. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow Revolving Loans.

Revolving Loan Commitment. Subject to all the terms and conditions set forth hereinof this Loan Agreement and prior to the termination of its commitment as hereinafter provided, each Lender severally Bank hereby agrees to make revolving loans (each a “"Revolving Loan” and collectively the “Revolving Loans”") in Dollars to the Borrower, from time to time and in such amounts as Borrower shall request pursuant to this Section 1.A., up to an aggregate principal amount outstanding under the Revolving Loan Account (as hereinafter defined) not to exceed the least of: (a) $250,000.00 plus eighty percent (80.0%) of Eligible Accounts (as the same may be adjusted from time to time as provided for under Section 9.B. hereof, the "Borrowing Base") or (b) $500,000.00 (the "Revolving Loan Commitment"), as the same may be adjusted in accordance with Sections 1.A.(2) or 1.A.(3) hereof. If at any time and from time to timeor for any reason, during the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate outstanding principal amount of outstanding the Revolving Loans plus Loan Account is greater than the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of least of, (x) the Revolving Committed Amount and Borrowing Base or (y) the face Revolving Loan Commitment, Borrower shall immediately pay to Bank upon demand, in cash, the amount of the First Mortgage Bonds (orsuch excess. Any commitment of Bank, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) and (ii) with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s Commitment. Subject pursuant to the terms of this Credit Agreement Loan Agreement, to make Revolving Loans shall expire on the Revolving Loan Maturity Date (including Section 3.3as hereinafter defined), subject to Bank's right to renew said commitment in its sole and absolute discretion at Borrower's request. Any such renewal of said commitment shall not be binding upon Bank unless it is in writing and signed by an officer of Bank. Provided that no Event of Default (as hereinafter defined) has occurred and is continuing, all or any portion of the Revolving Loans advanced by Bank which are repaid by Borrower may borrowshall be available for reborrowing in accordance with the terms hereof. Borrower promises to pay to Bank the entire outstanding unpaid principal balance (and all accrued unpaid interest thereon) of the Revolving Loan Account on or before April 12, repay and reborrow 1999 ("Revolving LoansLoan Maturity Date").

Revolving Loan Commitment. Subject to the terms Each Lender, severally and conditions set forth hereinnot jointly, each Lender severally agrees to shall make such revolving loans and advances (each a “Revolving Loan” and collectively the “"Revolving Loans”") to Borrower in Dollars to the Borrower, aggregate amounts outstanding at any time and equal to such Lender's Commitment Percentage as Borrower shall from time to timetime request, during in accordance with the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that after giving effect to any Borrowing (iterms of paragraph 2(b) the sum of the hereof. The aggregate unpaid principal amount of outstanding all Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans at any one time made to Borrower shall not exceed the lesser of (xA) the Borrowing Base and (B) the Revolving Committed Amount and Loan Commitment, minus the outstanding Letter of Credit Obligations. All Revolving Loans shall be repaid in full upon the earlier to occur of (yi) the face amount end of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) Term and (ii) with respect the acceleration of the Liabilities pursuant to paragraph 18 of this Agreement. If at any time the outstanding principal balance of the Revolving Loans made to Borrower exceeds (A) the Borrowing Base or (B) the Revolving Loan Commitment, minus the outstanding Letter of Credit Obligations, Borrower shall immediately, and without the necessity of a demand by Agent, pay to Agent such amount as may be necessary to eliminate such excess, and Agent shall apply such payment pro rata according to the Commitment Percentage of each individual LenderLender against the outstanding principal balance of the Revolving Loans. In addition, if at any time the sum of (i) the aggregate outstanding principal balance of the Loans and (ii) the outstanding Letter of Credit Obligations exceeds the Total Credit Facility, Borrower shall immediately and without the necessity of a demand by Agent pay to Agent such amount as may be necessary to eliminate such excess, and Agent shall apply such payment against the outstanding principal balance of outstanding the Loans in such order as Agent shall determine in its sole discretion. Borrower hereby authorizes Agent to charge any of Borrower's accounts to make any payments of principal or interest required by this Agreement. All Revolving Loans of shall, in Agent's sole discretion, be evidenced by one or more Revolving Notes in substantially the form attached hereto as Exhibit 2(a). However, if such Lender plus Revolving Loans are not so evidenced, such Lender’s Pro Rata Share of Revolving Loans may be evidenced solely by entries upon the aggregate principal amount of outstanding L/C Obligations books and Swing Line Loans shall not exceed such Lender’s Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow Revolving Loansrecords maintained by Agent.

Revolving Loan Commitment. Subject During the Commitment Period, subject to the terms and conditions set forth hereinhereof, each Lender Bank severally agrees to make revolving credit loans (each a “"Revolving Loan” and collectively " and, collectively, the “"Revolving Loans”") in Dollars to the Borrower, at any time and from time to time, during Borrower for the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein)purposes hereinafter set forth; provided, however, that after giving effect to any Borrowing (i) with regard to the sum of Banks collectively, the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of (x) the Revolving Committed Amount and (y) the face amount of the First Mortgage Bonds Revolving Loans outstanding shall not at any time exceed TWO HUNDRED TWENTY-FIVE MILLION DOLLARS (or, during any FMB Release Period$225,000,000) in the aggregate (as such aggregate maximum amount may be reduced from time to time as hereinafter provided, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the "Revolving Committed Amount) "), and (ii) with respect regard to each individual LenderBank individually, each such Bank's pro rata share of outstanding Revolving Loans shall not at any time exceed such Bank's Revolving Committed Amount; and provided, further, that notwithstanding anything herein to the contrary, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share Swingline Loans plus Competitive Loans shall not at any time exceed the lesser of the aggregate principal Revolving Committed Amount or the Borrowing Base. Revolving Loans hereunder may consist of Base Rate Loans or Eurodollar Loans (or a combination thereof) as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof. The Borrower may, not more than 90 days but not less than 60 days prior to the third anniversary date of the Closing Date and each anniversary date thereafter, by notice to the Administrative Agent, make written request of the Banks to extend the Termination Date for an additional period of one year. The Administrative Agent will give prompt notice to each of the Banks of its receipt of any such request for extension of the Termination Date. Each Bank shall make a determination not later than 30 days prior to the then applicable anniversary date as to whether or not it will agree to extend the Termination Date as requested; provided, however, that failure by any Bank to make a timely response to the Borrower's request for extension of the Termination Date shall be deemed to constitute a refusal by the Bank to extend the Termination Date. If, in response to a request for an extension of the Termination Date, one or more Banks shall fail to agree to the requested extension (the "Disapproving Banks"), then provided that the requested extension is approved by Banks holding at least 75% of the Commitments hereunder (the "Approving Banks"), the Borrower may, at its own expense with the assistance of the Administrative Agent, within a period of 30 days thereafter, make arrangements for another bank or financial institution agreeable to the extension of such Termination Date and reasonably acceptable to the Administrative Agent, to acquire, in whole or in part, the Loans and Commitments of the Disapproving Banks, whereupon after giving effect to the assignment of the Disapproving Banks' Loans and Commitments in accordance with the terms hereof the Termination Date shall be extended and the credit facility continued hereunder at existing levels. If on the other hand the Borrower is unable to make arrangements for the replacement of the Disapproving Banks in accordance with the terms hereof, then the Borrower shall have the option of (i) continuing the credit facility hereunder at existing levels until the Termination Date then in effect without extension, or (ii) upon payment to the Disapproving Banks of the amount of outstanding L/C Obligations Loans and Swing Line Loans shall not exceed such Lender’s Commitment. Subject other amounts owing to them and termination of their Commitments hereunder, extending and continuing the credit facility hereunder at a lower aggregate amount equal to the terms Commitments held by the Approving Banks until the new Termination Date as extended. Where any such arrangements are made for another bank or financial institution to acquire the Loans and Commitments of a Disapproving Bank, or any portion thereof, then upon payment of the Loans and other amounts owing to it and termination of its Commitments relating thereto, such Disapproving Bank shall promptly transfer and assign, in whole or in part, as requested, without recourse (in accordance with and subject to the provisions of Section 10.03), all or part of its interests, rights and obligations under this Credit Agreement to such bank or financial institution which shall assume such assigned obligations and become a "Bank" under this Credit Agreement (including Section 3.3which assignee may be another Bank, if a Bank accepts such assignment); provided, the Borrower may borrowthat such assignment shall not conflict with any law, repay and reborrow Revolving Loansrule or regulation or order of any court or other Governmental Authority.

Revolving Loan Commitment. Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth hereinforth, each Lender Bank severally agrees agrees, from time to time from the Closing Date until April 30, 2000 (such date, as extended, if extended in the sole discretion of the Banks as hereinafter provided, is hereinafter referred to as the "Termination Date") to make revolving credit loans (each a “"Committed Revolving Loan” and collectively " and, collectively, the “"Committed Revolving Loans”") in Dollars to the Borrower, at any time and from time to time, during Borrower for the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein)purposes hereinafter set forth; provided, however, that after giving effect to any Borrowing (i) with regard to the sum Banks collectively, the amount of Committed Revolving Loans outstanding shall not at any time exceed ONE HUNDRED EIGHTY-SEVEN MILLION DOLLARS ($187,000,000) in the aggregate principal (as such aggregate maximum amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of (x) the Revolving Committed Amount and (y) the face amount of the First Mortgage Bonds (or, during any FMB Release Periodmay be reduced from time to time as hereinafter provided, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the "Revolving Committed Amount) "), and (ii) with respect regard to each individual LenderBank individually, each such Bank's pro rata share of outstanding Committed Revolving Loans plus Swingline Loans plus LOC Obligations shall not at any time exceed such Bank's Revolving Committed Amount; and provided, further, that notwithstanding anything herein to the contrary, (A) the sum of Committed Revolving Loans plus Swingline Loans plus LOC Obligations shall not at any time exceed (B) the aggregate principal amount of outstanding Revolving Committed Amount. Committed Revolving Loans hereunder may consist of such Lender plus such Lender’s Pro Rata Share Base Rate Loans, Eurodollar Loans or Adjusted CD Loans (or a combination thereof) as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof. No more than 10 Interest Periods may be outstanding at any time. The Borrower may, within 90 days prior to April 30, 1998 and within 90 days prior to each anniversary date thereafter (April 30, 1998 and each anniversary date thereof being referred to as an "Anniversary Date"), by notice to the Administrative Agent, make written request of the Banks to extend the Termination Date for an additional period of one year. The Administrative Agent will give prompt notice to each of the Banks of its receipt of any such request for extension of the Termination Date. Each Bank shall make a determination not later than 30 days prior to the then applicable Anniversary Date as to whether or not it will agree to extend the Termination Date as requested; provided, however, that failure by any Bank to make a timely response to the Borrower's request for extension of the Termination Date shall be deemed to constitute a refusal by the Bank to extend the Termination Date. If, in response to a request for an extension of the Termination Date, one or more Banks shall fail to agree to the requested extension (the "Disapproving Banks"), then provided that the requested extension is approved by Banks holding at least 75% of the Commitments hereunder (the "Approving Banks"), the credit facility may be extended and continued at the option of the Borrower at a lower aggregate principal amount equal to the Commitments held by the Approving Banks. In any such case, (i) the Termination Date relating to the Commitments held by the Disapproving Banks shall remain as then in effect with repayment of outstanding L/C Obligations held by such Disapproving Banks being due on such date and termination of their respective Commitments on such date, (ii) the Termination Date relating to the Commitments held by the Approving Banks shall be extended by an additional one year period, and (iii) the Borrower may, at its own expense with the assistance of the Administrative Agent, make arrangements for another bank or financial institution reasonably acceptable to the Administrative Agent to acquire, in whole or in part, the Obligations and Swing Line Loans Commitments of the Disapproving Banks. Where any such arrangements are made for another bank or financial institution to acquire the Obligations and Commitments of a Disapproving Bank, or any portion thereof, then upon payment of the Obligations and termination of the Commitments relating thereto, such Disapproving Bank shall not exceed such Lender’s Commitment. Subject promptly transfer and assign, in whole or in part, as requested, without recourse (in accordance with and subject to the terms provisions of Section 10.03), all or part of its interests, rights and obligations under this Credit Agreement to such bank or financial institution which shall assume such assigned obligations (including Section 3.3which assignee may be another Bank, if a Bank accepts such assignment); provided, the Borrower may borrowthat such assignment shall not conflict with any law, repay and reborrow Revolving Loansrule or regulation or order of any court or other Governmental Authority.

Revolving Loan Commitment. (1) Subject to the terms and conditions set forth hereinin this Agreement and the other Loan Documents, each Lender of the Lenders, severally agrees to make revolving loans (each a “Revolving Loan” and collectively the “Revolving Loans”) in Dollars to the Borrowerfor itself alone, at any time and from time to time, during time from the period from and including the Closing Effective Date to but not including the Maturity Termination Date agrees to make: (or a) loans to the Borrower on a revolving basis, at such earlier date if times and in an amount equal to such Lender's Percentage of such aggregate amounts as the Commitments have been terminated Borrower may request from all of the Lenders under the Commitment A (the "Revolving A Loan"); (b) loans to the Borrower on a revolving basis, at such times and in an amount equal to such Lender's Percentage of such aggregate amounts as provided hereinthe Borrower may request from all of the Lenders under the Commitment B (the "Revolving B Loan"); and (c) loans to the Borrower on a revolving basis, at such times and in an amount equal to such Lender's Percentage of such aggregate amounts as the Borrower may request from all of the Lenders under the Commitment C (the "Revolving C Loan"); provided, however, that after giving effect to any Borrowing in no event shall: (ix) the sum of the aggregate principal amount of Revolving Loans then outstanding or which any Lender shall be committed to have outstanding to the Borrower, when added to the amount of such Lender's participation in the Letters of Credit issued and outstanding pursuant to Section 3.1 or drawn and not reimbursed pursuant to Section 3.9, exceed at any time such Lender's Percentage of the Total Commitment Amount; and (y) the aggregate principal amount of all Revolving Loans then in effect which all the Lenders shall be committed to have outstanding to the Borrower, when added to the aggregate face amount of Letters of Credit issued and outstanding pursuant to Section 3.1 or drawn and not reimbursed pursuant to Section 3.9, exceed at any one time the Total Commitment Amount then in effect. (2) Revolving Loans as made by the Lenders shall be, applied, first, against the Commitment A until such Commitment is exhausted, thereby constituting Revolving A Loans, second, against the Commitment B until such Commitment is exhausted, thereby constituting Revolving B Loans and, third, against the Commitment C until such Commitment is exhausted, thereby constituting Revolving C Loans. (3) In the event the aggregate outstanding principal balance of all Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of (x) the Revolving Committed Amount and (y) the face amount of Letters of Credit issued and outstanding or drawn and not reimbursed at any one time exceeds the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Total Commitment Amount) and (ii) with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrowshall, repay without notice or demand of any kind, immediately make such repayments of the Revolving Loans or pledge cash collateral to the Agent (pursuant to documentation reasonably satisfactory to the Required Lenders, the Issuing Lender and reborrow the Agent) in an amount equal to such excess or take such other actions as shall be necessary to eliminate such excess. Any such repayments shall be applied, first, to reduce outstanding Revolving C Loans, second, to reduce outstanding Revolving B Loans, and third, to reduce outstanding Revolving A Loans. (4) All Revolving Loans shall be repaid by the Borrower on the Termination Date, unless paid or payable sooner pursuant to the provisions of this Agreement. (5) Each Revolving Loan shall be either a Floating Rate Loan or a Eurodollar Loan (each being herein called a "Type" of Revolving Loan), as the Borrower shall specify in the related Borrowing Request or Continuation/ Conversion Notice pursuant to Section 2.2. Floating Rate Loans and Eurodollar Loans may be outstanding at the same time, provided, that (a) in the case of Eurodollar Loans, not more than ten (10) different Interest Periods shall be outstanding at any one time for all such Eurodollar Loans, and (b) the Borrower shall specify Revolving Loans and Interest Periods such that no payment or prepayment of any principal on any Revolving Loan shall result in a breakage of any Interest Period.

Revolving Loan Commitment. Subject The Term Loans of each Lender shall be evidenced by a single Term Loan Note payable to the terms order of such Lender for the account of its Lending Office in an amount equal to the original principal amount of such Lender's Term Loan Commitment. (b) Upon receipt of each Lender's Notes pursuant to SECTION 9.01, the Administrative Agent shall deliver such Notes to such Lender. Each Lender will record either on its own books and conditions set forth hereinrecords or on Schedules attached to its Notes, at its option, and prior to any transfer of its Notes will transfer a copy of the relevant portions of its books and records or endorse on such schedules attached to its Notes appropriate notations to evidence; the date, amount and maturity of, and effective interest rate for, each Loan made by it, and the date and amount of each payment of principal made by the Borrower with respect thereto. Such records, whether on the Lender's books and records or on Schedules to the Notes will constitute prima facie evidence, in the absence of manifest error, of the respective principal amounts owing and unpaid on such Lender's Notes; provided that the failure of any Lender severally agrees to make, or any error in making, any such recordation or endorsement shall not affect the obligation of the Borrower hereunder or under the Notes or the ability of any Lender to assign its Notes. Each Lender is hereby irrevocably authorized by the Borrower so to endorse its Notes, in the event such option is elected by such Lender, and to attach to and make revolving loans a part of any Note a continuation of any such Schedule as and when required. (c) The Administrative Agent shall maintain on its books a control account for the Borrower in which shall be recorded (i) the date, amount, effective interest rate and maturity of each a “Revolving Loan” Loan and collectively the “Revolving Loans”) in Dollars Term Loan made hereunder to the Borrower, at any time and from time to time, during the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of (x) the Revolving Committed Amount and (y) the face amount of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) and (ii) the amount of any principal, interest or fees due or to become due from the Borrower on the Revolving Loans and the Term Loans and (iii) the amount of any sum received by the Administrative Agent hereunder in respect of any such principal, interest or fees due on the Revolving Loans and Term Loans and each Lender's share thereof. (d) The entries made in the accounts pursuant to paragraph (c) above shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of the Obligations of the Borrower therein recorded and any payments thereon, and in case of discrepancy between such accounts and the schedules to the Notes maintained by any Lender pursuant to paragraph (b) or between such accounts and the books and records of the Borrower, in the absence of manifest error, the control account maintained by the Administrative Agent pursuant to paragraph (c) above shall be controlling with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow Revolving Term Loans.

Revolving Loan Commitment. Subject to the terms and conditions set forth herein, each (a) Each Revolving Lender severally agrees to make loans on a revolving loans basis (each a “Revolving Loan” and collectively the “"Revolving Loans”") in Dollars to the Borrower, at any time and Borrower from time to timetime until the Termination Date in such Revolving Lender's Revolving Percentage of such aggregate amounts as the Borrower may request, during the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of (x) the Revolving Committed Outstandings will not, at any time, exceed the Revolving Commitment Amount and (y) the face amount 130% of the First Mortgage Bonds Outstandings will not, at any time, exceed the Borrowing Base and (orb) (i) the Fronting Lender agrees from time to time until the Termination Date to issue Drafting Agreements to Manufacturers for the account of the Borrower and any Subsidiary (other than Unrestricted Subsidiaries and Excluded Subsidiaries and except that, during for so long as any FMB Release PeriodFord Restriction exists, the sum Fronting Lender shall not be obligated to enter into a Drafting Agreement with Ford), as more fully set forth in Sections 2.4 through 2.6, and to permit Manufacturers that are parties to Drafting Agreements to make Drafts on accounts of the aggregate principal amount of outstanding Revolving Loans plus Fronting Lender in accordance with such Drafting Agreements (it being understood that the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall Fronting Lender may, in its sole and absolute discretion, accept Drafts from Manufacturers and Auction Houses that are not exceed the Revolving Committed Amount) parties to Drafting Agreements), and (ii) with respect as more fully set forth in Section 2.7.2, each Revolving Lender agrees to purchase a participation in each individual Lendersuch Drafting Agreement and each such Draft, provided that (x) the sum Revolving Outstandings will not at any time exceed the Revolving Commitment Amount and (y) 130% of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of Outstandings will not, at any time, exceed the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s CommitmentBorrowing Base. Subject to the terms of this Credit Agreement (including As more fully described in Section 3.32.7.1(a), the Borrower may borrow, repay agrees to reimburse the Fronting Lender for each Draft made against it and reborrow each reimbursement obligation of the Borrower with respect thereto shall be automatically refunded with a Revolving LoansLoan.

Revolving Loan Commitment. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the representations and warranties of Borrower set forth hereinherein and in the other Loan Documents, each Lender severally agrees to make revolving loans (each a “such Revolving Loan” and collectively the “Revolving Loans”) in Dollars to the Borrower, Loans at any time and such times as Borrower may from time to timetime request, during pursuant to the period from and including the Closing Date to terms of this Agreement, until, but not including including, the Revolving Loan Maturity Date Date, and in such amounts as Borrower may from time to time request up to the Revolving Loan Availability (or such earlier date if and subject at all times to the Commitments have been terminated as provided hereinamounts available to be borrowed in accordance herewith); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount balance of outstanding all Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of (x) the Revolving Committed Amount and (y) the face amount of the First Mortgage Bonds (or, during at any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans time shall not exceed the Revolving Committed Amount) Loan Availability; and (ii) with respect further provided, however, that, notwithstanding anything contained in this Agreement or any other Loan Documents to the contrary, each individual Revolving Loan requested by Borrower under this Agreement shall be subject to Lender’s approval, the sum of the aggregate principal amount of outstanding which approval may be given or withheld in Lender’s sole and absolute discretion. Revolving Loans of such made by Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s Commitment. Subject may be repaid and, subject to the terms of this Credit Agreement (including Section 3.3)and conditions hereof, borrowed again up to, but not including, the Revolving Loan Maturity Date, unless the Revolving Loans are otherwise terminated or extended as provided in this Agreement. The Revolving Loans shall be used by Borrower may borrowsolely for ongoing working capital purposes. Notwithstanding anything contained in the Agreement or any Loan Document to the contrary, repay an amount equal to Six Hundred Fifty Thousand United States Dollars (US$650,000) shall be advanced by the Lender to the Borrower on the Closing Date and reborrow all other principal amounts representing the Revolving LoansLoan Commitment shall be held in reserve by the Lender until further notice. No interest shall accrue on the escrowed portion until such amount has been disbursed to Borrower.

Revolving Loan Commitment. Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each a “Revolving Loan” and collectively the “Revolving Loans”) in Dollars to the Borrower, at any time and from time to time, during the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of (x) the Revolving Committed Amount and (y) the aggregate face amount of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) and (ii) with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow Revolving Loans.

Revolving Loan Commitment. Subject Upon and subject to the ------------------------- terms and conditions set forth hereinhereof, (a) each Lender of the Lenders severally and for itself agrees to make revolving loans (each a “Revolving Loan” and collectively the “Revolving Loans”) in Dollars to the Borrower, at any time Borrower (collectively called the Loans and individually called a "Loan") from time to time, time on any Business Day during the period from and including the Closing Effective Date to but not including the Maturity Date (or Commitment Termination Date, in such earlier date if Lender's Pro Rata Share of such aggregate amounts as the Commitments have been terminated as Borrower may from time to time request from all Lenders, provided herein); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount of all Loans which all Lenders shall be committed to have outstanding Revolving Loans plus at any one time shall not exceed an amount equal to (i) the aggregate principal amount of outstanding L/C Obligations plus the Commitments minus (ii) the LC Obligations; and (b) the LC Issuer agrees to issue ----- letters of credit in accordance with Article III (the "Letters of Credit"), from time to time on any Business Day during the period from the Effective Date to the Commitment Termination Date and, as more fully set forth in Section 3.2, ----------- each Lender agrees to purchase a Risk Participation in such Letter of Credit, provided that the aggregate principal amount of outstanding Swing Line Loans LC Obligations shall not at any time exceed the lesser of (xi) $50,000,000 or (ii) an amount equal to (A) the Revolving Committed Amount and (y) the face aggregate amount of the First Mortgage Bonds Commitments minus (orB) the aggregate amount of all outstanding Loans. In no ----- event shall any Lender be required or permitted to make any Credit Extension if, during immediately after giving effect to such Credit Extension and the application of the proceeds thereof to the extent applied to the repayment of any FMB Release Periodoutstanding Obligations, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) and (ii) with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not 's Credit Extensions would exceed such Lender’s 's Commitment. Subject Within the limits of each Lender's Commitment, and subject to the other terms of this Credit Agreement (including Section 3.3)and conditions hereof, the Borrower may borrowborrow under this Section ------- 2.1, repay prepay under Section 2.6 and reborrow Revolving Loans.under this Section 2.1. --- ----------- -----------

Revolving Loan Commitment. Subject Upon and subject to the terms and conditions set forth hereinhereof, (a) each Lender of the Lenders severally and for itself agrees to make revolving loans (each a “Revolving Loan” and collectively the “Revolving Loans”) in Dollars to the Borrower, at any time Borrower (collectively called the Loans and individually called a "Loan") from time to time, time on any Business Day during the period from and including the Closing Amendment Effective Date to but not including the Maturity Date (or Commitment Termination Date, in such earlier date if Lender's Pro Rata Share of such aggregate amounts as the Commitments have been terminated as Borrower may from time to time request from all Lenders, provided herein); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount of all Loans which all Lenders shall be committed to have outstanding Revolving Loans plus at any one time shall not exceed an amount equal to (i) the aggregate principal amount of outstanding L/C Obligations plus the Commitments minus (ii) the LC Obligations; and (b) the LC Issuer agrees to issue letters of credit in accordance with Article III (the "Letters of Credit"), from time to time on any Business Day during the period from the Amendment Effective Date to the Commitment Termination Date and, as more fully set forth in Section 3.2, each Lender agrees to purchase a Risk Participation in such Letter of Credit, provided that the aggregate principal amount of outstanding Swing Line Loans LC Obligations shall not at any time exceed the lesser of (xi) $150,000,000 or (ii) an amount equal to (A) the Revolving Committed Amount and (y) the face aggregate amount of the First Mortgage Bonds Commitments minus (orB) the aggregate amount of all outstanding Loans. In no event shall any Lender be required or permitted to make any Credit Extension if, during immediately after giving effect to such Credit Extension and the application of the proceeds thereof to the extent applied to the repayment of any FMB Release Periodoutstanding Obligations, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) and (ii) with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not 's Credit Extensions would exceed such Lender’s 's Commitment. Subject Within the limits of each Lender's Commitment, and subject to the other terms of this Credit Agreement (including Section 3.3)and conditions hereof, the Borrower may borrowborrow under this Section 2.1, repay prepay under Section 2.6 and reborrow Revolving Loansunder this Section 2.1.

Revolving Loan Commitment. Subject to Each of the terms Lenders, severally and conditions set forth hereinfor itself alone, each Lender severally agrees to make revolving loans (each herein collectively called "Revolving Loans" and individually called a “"Revolving Loan” ") to the Parent and, with respect to Canadian Dollar Loans, the Co-Borrowers, on a revolving basis from time to time before the Revolving Loan Termination Date in such Lender's Percentage of such aggregate amounts as the Parent or the Co-Borrowers may from time to time request from all Lenders. The aggregate Dollar Equivalent principal amount of Revolving Loans which any Lender shall be committed to have outstanding to the Parent and the Co-Borrowers, when added to the amount of such Lender's Dollar Equivalent participation in the Letters of Credit issued and outstanding pursuant to Section 2.2 or drawn and not reimbursed pursuant to Section 4.10, shall not at any one time exceed the amount with respect to Revolving Loans set opposite such Lender's name on Schedule 2.1 hereto. The aggregate principal Dollar Equivalent amount of Revolving Loans which all Lenders shall be committed to have outstanding hereunder to the Parent and the Co-Borrowers, when added to the aggregate Dollar Equivalent amount of Letters of Credit issued and outstanding pursuant to Section 2.2 or drawn and not reimbursed pursuant to Section 4.10, shall not at any one time exceed $60,000,000; and provided further that the aggregate principal Dollar Equivalent amount of Canadian Dollar Loans which all Lenders shall be committed to have outstanding hereunder to the Parent and the Co-Borrowers, when added to the aggregate Dollar Equivalent amount of Letters of Credit denominated in Canadian Dollars issued and outstanding pursuant to Section 2.2 or drawn and not reimbursed pursuant to Section 4.10, shall not at any one time exceed $10,000,000. The foregoing commitment of each Lender is herein called its "Revolving Loan Commitment" and collectively the “"Revolving Loans”) in Dollars to the Borrower, at any time and from time to time, during the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of (x) the Revolving Committed Amount and (y) the face amount of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) and (ii) with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow Revolving LoansLoan Commitments."

Revolving Loan Commitment. Subject to On the terms and subject to the conditions set forth hereinof this Agreement (including Article V), each Lender severally agrees to make from time to time on any Business Day occurring prior to the Revolving Loan Commitment Termination Date, revolving loans (relative to each a “Lender, its "Revolving Loan” "), term loans (relative to each Lender, its "Term Loan") and collectively capital expenditure loans (relative to each Lender, its "CapEx Loans"), in each case in an amount equal to such Lender's Percentage of the “Revolving Loans”) in Dollars aggregate amount of the Borrowing of the Loans requested by the Borrower Representative to the Borrower, at any time and from time to time, during the period from and including the Closing Date to but not including the Maturity Date (or be made on such earlier date if the Commitments have been terminated as provided herein)day; provided, however, that after giving effect to any Borrowing (ia) the sum of the not more than $2,108,000 in aggregate principal amount of outstanding Revolving the Term Loans plus may be made on the aggregate principal amount date of outstanding L/C Obligations plus the aggregate principal amount initial Credit Extension and no Term Loans may be made after the date that is 90 days after the date of outstanding Swing Line the initial Credit Extension and (b) no CapEx Loans may be made after the date that is 18 months after the date of initial Credit Extension. In addition, each Issuer, for and on behalf of the Lenders, shall not exceed the lesser of (x) issue prior to the Revolving Committed Amount Loan Commitment Termination Date standby letters of credit ("Letters of Credit") with a Stated Expiry Date not later than one year from such requested date of issuance, and (y) the face amount Lenders shall participate therein as herein provided. The commitment of each Issuer and each Lender described in this Section 2.1 is herein referred to as its "Revolving Loan Commitment". On the First Mortgage Bonds (or, during any FMB Release Periodterms and subject to the conditions hereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed Borrower Representative may (i) from time to time borrow, prepay and reborrow the Revolving Committed Amount) and Loans, (ii) borrow from time to time the Term Loans and CapEx Loans and (iii) request the issuance or extension of the Stated Expiry Date of any Letter of Credit. No amounts paid or prepaid with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Term Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line CapEx Loans shall not exceed such Lender’s Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow Revolving Loansbe reborrowed.

Revolving Loan Commitment. Subject to the terms and conditions set forth herein, each (a) Each Revolving Lender severally agrees to make loans on a revolving loans basis (each a “Revolving Loan” and collectively the “Revolving Loans”) in Dollars to the Borrower, at any time and Borrower from time to timetime until the Termination Date in such Revolving Lender’s Revolving Percentage of such aggregate amounts as the Borrower may request, during the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the lesser of (x) the Revolving Committed Outstandings will not, at any time, exceed the Revolving Commitment Amount and (y) the face amount 150% of the First Mortgage Bonds Outstandings will not, at any time, exceed the Borrowing Base and (orb) (i) the Fronting Lender agrees from time to time until the Termination Date to issue Drafting Agreements to Manufacturers for the account of the Borrower and any Subsidiary (other than Unrestricted Subsidiaries and except that, during for so long as any FMB Release PeriodFord Restriction exists, the sum Fronting Lender shall not be obligated to enter into a Drafting Agreement with Ford), as more fully set forth in Sections 2.4 through 2.6, and to permit Manufacturers that are parties to Drafting Agreements to make Drafts on accounts of the aggregate principal amount of outstanding Revolving Loans plus Fronting Lender in accordance with such Drafting Agreements (it being understood that the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall Fronting Lender may, in its sole and absolute discretion, accept Drafts from Manufacturers and Auction Houses that are not exceed the Revolving Committed Amount) parties to Drafting Agreements), and (ii) with respect as more fully set forth in Section 2.7.2, each Revolving Lender agrees to purchase a participation in each individual Lendersuch Drafting Agreement and each such Draft, provided that (x) the sum Revolving Outstandings will not at any time exceed the Revolving Commitment Amount and (y) 150% of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of Outstandings will not, at any time, exceed the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s CommitmentBorrowing Base. Subject to the terms of this Credit Agreement (including As more fully described in Section 3.32.7.1(a), the Borrower may borrow, repay agrees to reimburse the Fronting Lender for each Draft made against it and reborrow each reimbursement obligation of the Borrower with respect thereto shall be automatically refunded with a Revolving LoansLoan.

Revolving Loan Commitment. Subject to On the terms and subject to the conditions ------------------------- set forth hereinin this Agreement, each Lender severally the Bank agrees to make revolving loans (each such loans herein collectively called "Revolving Loans" and individually called a “"Revolving Loan” and collectively the “Revolving Loans”") in Dollars to the Borrower, at any time and Borrower from time to timetime before the Credit Termination Date in such aggregate amounts as the Borrower may from time to time request but, during subject to the period immediately succeeding sentence, not exceeding at any one time outstanding the lesser of (i) the Borrowing Base or (ii) the Revolving Loan Sublimit. Notwithstanding the foregoing provisions of this Section 2.1, the Bank agrees to make Revolving Loans to the Borrower from time to time before the Credit Termination Date in such aggregate amounts as the Borrower may from time to time request in excess of the lesser of (i) the Borrowing Base and including (ii) the Closing Date to but not including the Maturity Date Revolving Loan Sublimit (or such earlier date if the Commitments have been terminated as provided hereinRevolving Loans herein collectively called "Overadvances" and individually called an "Overadvance"); , provided, however, that after giving effect in addition to the other terms set forth in this Agreement, including those set forth in Section 11, the following ---------- conditions shall have been satisfied with respect to any Borrowing such Overadvance: (i) on the sum date of the initial Overadvance, EBITDA for each of the two consecutive months prior to such date of the proposed disbursement of such initial Overadvance shall not have been less than $125,000; (ii) the aggregate principal amount of all Overadvances outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans at any one time shall not exceed the lesser of Overadvance Sublimit then in effect; (xiii) the Revolving Committed Amount and (y) the face aggregate amount of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding all Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans at any one time shall not exceed the Revolving Committed AmountLoan Commitment; and (iv) and (ii) with respect to each individual Lender, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans EBITDA for any period set forth below shall not exceed be less than the respective amount set forth below opposite such Lender’s Commitment. Subject period: Period Minimum EBITDA ------ -------------- Closing Date through June 30, 1998 $ 75,000 July 1, 1998 through September 30, 1998 $ 500,000 October 1, 1998 through December 31, 1998 $1,000,000 Each Calendar Quarter Thereafter $1,500,000 The Borrower shall have the right to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow any of the Revolving LoansLoans in increments of $50,000 (or integral multiples thereof); provided, -------- however, that it shall be a condition precedent to any reborrowing that as of ------- the date of any reborrowing (any such date herein called a "Reborrowing Date") all of the conditions to borrowing set forth in this Agreement shall be satisfied and all representations and warranties made herein shall be true and correct in all material respects as of such Reborrowing Date.

Revolving Loan Commitment. Subject to the terms Each Lender, severally and conditions set forth hereinnot jointly, each Lender severally agrees to shall make such revolving loans and advances (each a “Revolving Loan” and collectively the “Revolving Loans”) to Borrower in Dollars to the Borrower, aggregate amounts outstanding at any time and equal to such Lender’s Commitment Percentage as Borrower shall from time to timetime request, during in accordance with the period from and including the Closing Date to but not including the Maturity Date (or such earlier date if the Commitments have been terminated as provided herein); provided, however, that after giving effect to any Borrowing (iterms of paragraph 2(b) the sum of the hereof. The aggregate unpaid principal amount of outstanding all Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans at any one time made to Borrower shall not exceed the lesser of of: (xi) the Revolving Committed Amount and Borrowing Base (y) plus any overadvances permitted to be outstanding at such time in the face amount sole discretion of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) Agent pursuant to paragraph 23 hereof and (ii) with respect the Revolving Loan Commitment, in each case, minus the outstanding Letter of Credit Obligations. All Revolving Loans shall be repaid in full upon the earlier to each individual Lender, occur of: (i) the sum end of the aggregate Term and (ii) the acceleration of the Liabilities pursuant to paragraph 17 of this Agreement. If at any time the outstanding principal amount balance of outstanding the Revolving Loans made to Borrower exceeds: (i) the Borrowing Base (plus any overadvances permitted to be outstanding at such time in the sole discretion of Agent pursuant to paragraph 23 hereof, provided, however, that, any such overadvance shall be paid by Borrower immediately following demand therefor by Agent) or (ii) the Revolving Loan Commitment, in each case, minus the outstanding Letter of Credit Obligations, Borrower shall immediately, and without the necessity of a demand by Agent, pay to Agent such amount as may be necessary to eliminate such excess, and Agent shall apply such payment, first against overadvances then outstanding and then pro rata according to the Commitment Percentage of each Lender plus such Lender’s Pro Rata Share against the outstanding principal balance of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not exceed such Lender’s Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow Revolving Loans. Borrower hereby authorizes Agent to charge any of Borrower’s accounts to make any payments of principal, interest and/or fees required by this Agreement. All Revolving Loans shall, in Agent’s sole discretion, be evidenced by one or more Revolving Notes in substantially the form attached hereto as Exhibit 2(a). However, if such Revolving Loans are not so evidenced, such Revolving Loans may be evidenced solely by entries upon the books and records maintained by Agent.

Revolving Loan Commitment. Subject Upon and subject to the terms and conditions set forth hereinhereof, (a) each Lender of the Lenders severally and for itself agrees to make revolving loans (each a “Revolving Loan” and collectively the “Revolving Loans”) in Dollars to the Borrower, at any time Borrower (collectively called the “Loans” and individually called a “Loan”) from time to time, time on any Business Day during the period from and including the Closing Amendment Effective Date to but not including the Maturity Date (or Commitment Termination Date, in such earlier date if Lender’s Applicable Percentage of such aggregate amounts as the Commitments have been terminated as Borrower may from time to time request from all Lenders, provided herein); provided, however, that after giving effect to any Borrowing (i) the sum of the aggregate principal amount of all Loans which all Lenders shall be committed to have outstanding Revolving Loans plus at any one time shall not exceed an amount equal to (i) the Aggregate Commitments minus (ii) the LC Obligations; and (b) each LC Issuer agrees to issue Letters of Credit in Dollars or an Alternative Currency from time to time on any Business Day during the period from the Amendment Effective Date to the Commitment Termination Date and, as more fully set forth in Section 3.1, each Lender agrees to purchase a risk participation in such Letter of Credit, provided that (x) the aggregate principal amount of outstanding L/C LC Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not at any time exceed the lesser of (xi) the Revolving Committed Amount Letter of Credit Sublimit or (ii) an amount equal to (A) the Aggregate Commitments minus (B) the aggregate amount of all outstanding Loans and (y) Letters of Credit issued for the face amount account of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans Subsidiaries which are not Insurance Subsidiaries shall not exceed the Revolving Committed Amount) Non-Insurance Sub LC Sublimit. In no event shall any Lender be required or permitted to make any Credit Extension if, immediately after giving effect to such Credit Extension and (ii) with respect the application of the proceeds thereof to each individual Lenderthe extent applied to the repayment of any outstanding Obligations, the sum of the aggregate principal amount of outstanding Revolving Loans of such Lender plus such Lender’s Pro Rata Share of the aggregate principal amount of outstanding L/C Obligations and Swing Line Loans shall not Credit Extensions would exceed such Lender’s Commitment. Subject Within the limits of each Lender’s Commitment, and subject to the other terms of this Credit Agreement (including Section 3.3)and conditions hereof, the Borrower may borrowborrow under this Section 2.1, repay prepay under Section 2.3 and reborrow Revolving Loansunder this Section 2.1.

Revolving Loan Commitment. (i) Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each a “"Revolving Loan” " and collectively the “"Revolving Loans”") in Dollars to the Borrower, in Dollars, at any time and from time to time, during the period from and including the Closing Effective Date to but not including the Maturity Date (or such earlier date if the Commitments have Revolving Committed Amount has been terminated as provided herein); provided, however, that after giving effect to any Borrowing (iA) the sum of the aggregate principal amount of outstanding Revolving Loans outstanding plus the aggregate principal amount of Swingline Loans outstanding L/C Obligations plus the aggregate principal amount of all LC Obligations outstanding Swing Line Loans shall not exceed the lesser of (x) the Revolving Committed Amount and (y) the face amount of the First Mortgage Bonds (or, during any FMB Release Period, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding L/C Obligations plus the aggregate principal amount of outstanding Swing Line Loans shall not exceed the Revolving Committed Amount) and (iiB) with respect to each individual Lender (other than the Swingline Lender), the sum of the aggregate principal amount Lender's Pro Rata Share of outstanding Revolving Loans of such Lender plus such Lender’s 's Pro Rata Share of the aggregate principal amount outstanding Swingline Loans plus such Lender's Pro Rata Share of outstanding L/C LC Obligations and Swing Line Loans shall not exceed such Lender’s 's Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow Revolving Loans. (ii) Subject to the terms and conditions set forth herein, each Lender severally agrees to participate in Facility LCs issued pursuant to Section 4 for the account of the Borrower; provided that in no event may the aggregate amount of all outstanding LC Obligations exceed the lesser of (A) the Aggregate LC Commitment or (B) an amount equal to the Revolving Committed Amount minus the sum of all outstanding Loans.