Common use of Revolving Loans Clause in Contracts

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $75,000,000; 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 (iii) such Revolving 2.4B(iii). Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on February 20, 1998 if the making of the Revolving Term Loans which are outstanding not made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Lender with a Revolving Lender severally, and for itself alone, Loan Commitment severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time from during the period on and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such Maturity Date an aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's aggregate amount of the Revolving Loan Pro Rata Share Commitments to be used for the purposes identified in Section 2.5B. The original amount of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving each Lender's ’s Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of Swing Line 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 Section 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 Section 2.4B(ii) and Section 2.4B(iv)(e). Each Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Maturity Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans Section 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Maturity Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds Commitments to be used for the payment purposes identified in subsection 2.5B. The original amount of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such each Revolving Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the L/C Obligations outstanding at such timeRevolving Loan Commitments is $80,000,000; PROVIDED that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and PROVIDED, (iiFURTHER 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) such and 2.4B(iii). Each Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire on the Revolving Loan Commitment Termination Date and (iii) such 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; PROVIDED that each Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire immediately and without further action on April 1, 1998 if the Term Loans outstanding at such timeare not made on or before that date. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter --------------- limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original ------------ amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $100,000,000; 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 (iii) such Revolving 2.4B(iii). Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date; provided that -------- each Lender's Revolving Loan Commitment shall expire immediately and without further action on February 16, 1998 if the making of the Revolving Tranche A Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(ii) which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving not Acquisition Loans may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. All Acquisition Loans borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed (and the Revolving Loan Commitments shall be reduced by the Borrower principal amount of any Acquisition Loans borrowed). Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, Revolving Loans and the Revolving Loan Commitments shall be subject to the following limitations in the event that amounts and during the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).periods indicated:

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue to make loans lend to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such timeaggregate amount of the Revolving Loan Commitments, (ii) such to be used for the purposes identified in subsection 2.5A or B, as applicable, including, without limitation, the Initial Revolving Loans on the Closing Date. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $50,000,000; provided that the Revolving Loan Commitments of the Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; provided further that the amount of the Revolving Loan Commitments shall be reduced from time and (iii) such Revolving to time by the amount of any reductions thereto made pursuant to subsections 2.4B. Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by reborrowed, subject to the Borrower in accordance with limitations and conditions set forth herein, to but excluding the provisions hereofRevolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the foregoingcontrary, in no event shall the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on Subject to the terms and subject to the conditions hereinafter set forth hereof and in reliance upon the representations and warranties set forth herein and in the other herein, each Revolving Loan Documents, to continue Lender severally agrees to make revolving loans (“Revolving Loans”) to the Borrower on a revolving basis from time to time from and after during the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding Availability Period in an aggregate principal amount at any one time outstanding (giving effect up to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan its Pro Rata Share of the L/C Obligations outstanding at such timeRevolving Loan Commitments, (ii) but not exceeding its Revolving Loan Commitment. The amount of each Revolving Loan Lender’s Revolving Loan Commitment as of the Closing Date is set forth opposite its name on Schedule 2.1 hereto and the aggregate amount of the Revolving Loan Commitments as of the Closing Date is as set forth on Schedule 2.1; provided that the Revolving Loan Commitments of the applicable Revolving Loan Lenders shall be adjusted to give effect to any assignments of such Revolving Loan Lender's ’s Revolving Loan Pro Rata Share Commitments pursuant to Section 9.1; and provided, further that the amount of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's the Revolving Loan Pro Rata Share Commitments shall be reduced from time to time by the amount of Swing Line Loans outstanding any reductions thereto made pursuant to Section 2.5. Each Revolving Loan Lender’s Revolving Loan Commitments shall expire immediately and without further action at such time. The Borrower and the expiration of the Revolving Lenders acknowledge Loan Availability Period and no Revolving Loans shall be made after such date. Revolving Loans borrowed under this Section 2.1.A(iii) and subsequently repaid or prepaid may be reborrowed during the making Revolving Loan Availability Period; provided, however, that the aggregate principal amount of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue at any time, when added to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence Letter of Indebtedness permitted by Section 5.2.2(w) minus (ii) Credit Obligations, may not exceed the aggregate amount of the Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Commitments.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on Subject to the terms and subject to the conditions hereinafter set forth in this Agreement, each Revolving Lender hereby severally and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue not jointly agrees to make loans revolving loans, in Dollars (each individually, a "Revolving Loan" and, collec- tively, the "Revolving Loans") to the Borrower on a revolving basis from time to time during the period from and after the Restatement Closing Date to, but not including, to the Revolver Business Day next preceding the Revolving Credit Termination Date, in its Revolving Loan Pro Rata Share of an amount not to exceed such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Credit Pro Rata Share of the L/C Obligations Availability. All Revolving Loans comprising the same Borrow-ing under this Agreement shall be made by the Lenders simultane-ously and proportionately to their then respective Revolving Credit Pro Rata Shares, it being understood that no 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 Borrower may repay any outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount of Fxxxxxxx L/C Obligations outstanding the Availability at the time of such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and Borrowing, until the Business Day next preceding the Revolving Lenders acknowledge Credit Termination Date; provided, however, the making Borrower shall, without notice or demand of any kind, immediately make such repayments of the Revolving Loans which are outstanding on to the Restatement Date in accordance with extent necessary such that the terms Revolving Credit Obligations at no time exceed the Revolving Credit Commitments. Each requested Borrowing of the Existing Credit Agreement and agree that such Revolving Loans funded on any Funding Date therefor shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate if Base Rate Loans, in a principal amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence at least $100,000 and in integral multiples of Indebtedness permitted by Section 5.2.2(w) minus $100,000 in excess of that amount and (ii) the aggregate if Eurodollar Rate Loans, in a principal amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds at least $1,000,000 and in integral multiples of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed $100,000 in excess of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)that amount.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Revolving Lender's ’s Revolving Loan Pro Rata Share Commitment will be set forth in an allocation letter delivered to such Lender by Administrative Agent and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $50,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B and shall be reduced from time and (iii) such to time by the amount of any reductions thereto made pursuant to subsection 2.4. Each Revolving Lender's ’s Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date; provided that each Revolving Lender’s Revolving Loan Commitment shall expire immediately and without further action on April 15, 2004 if the making of the Revolving Term Loans which are outstanding not made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject severally agrees to make revolving loans (“Revolving Loans”) to the conditions hereinafter set forth and in reliance upon Borrowers from the representations and warranties set forth herein and in Closing Date until the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding Commitment Termination Date in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan not exceeding its Pro Rata Share of the L/C Obligations outstanding at such timeaggregate amount of the Revolving Loan Commitments, (ii) provided that, after the Eighteenth Amendment Date Revolving Loans will be available only for the purpose of funding the reimbursement of the Issuing Bank for drawings on Letters of Credit issued hereunder. The amount of each Revolving Lender’s Revolving Loan Commitment as of the Eighteenth Amendment Date is set forth opposite its name on Schedule 2.1.A annexed hereto and the aggregate amount of the Revolving Loan Commitments as of the Eighteenth Amendment Date is $5,595,204.73; provided that the Revolving Loan Commitments of the applicable Revolving Lenders shall be adjusted to give effect to any assignments of such Revolving Lender's ’s respective Revolving Loan Pro Rata Share Commitments pursuant to Section 9.1.; and provided further that the amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments shall be reduced from time and (iii) such to time by the amount of any reductions thereto made pursuant to Section 2.5. Each Revolving Lender's ’s Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower Commitments shall expire immediately and without further action on the Revolving Lenders acknowledge Loan Commitment Termination Date and no Revolving Loans shall be made after such date. Amounts borrowed under this Section 2.1.A.(ii) and subsequently repaid or prepaid may be reborrowed; provided, however, that the making aggregate principal amount of the Revolving Loans which are (including LOC Revolving Loans) outstanding on the Restatement Date in accordance at any time, when taken together with the terms outstanding Letter of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination DateObligations, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) exceed the aggregate amount of the Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Commitments.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds Commitments to be used for the payment purposes identified in subsection 2.5B. The original amount of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such each Revolving Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1(c) annexed hereto and the aggregate original amount of the L/C Obligations outstanding at such timeRevolving Loan Commitments is $400,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, (ii) such 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). Each Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire on the Revolving Loan Commitment Termination Date and (iii) such 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; provided that each Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire immediately and without further action on February 13, 2004 if the Term Loans outstanding at such timeare not made on or before that date. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each For each requested Revolving Lender severallyLoan, Borrower shall deliver to Agent a Notice of Borrowing specifying the date of the requested borrowing and for itself alone, agrees, the amount thereof. Borrower may give an oral Notice of Borrowing on the terms and subject same day it wishes the Revolving Loan to be made, provided that said Notice of Borrowing is received by Agent no later than 11:00 a.m. (Seattle time) on the date of the requested borrowing, provided further that if Borrower shall simultaneously elect to have interest accrue on a Revolving Loan at the LIBOR Rate by giving an Interest Rate notice in respect of such borrowing, the Notice of Borrowing shall be given prior to 11:00 a.m. (Seattle time) on a Business Day that is at least two (2) Business Days prior to the conditions hereinafter requested date of borrowing. Requests for borrowing, or confirmations thereof, received after the designated hour will be deemed received on the next succeeding Business Day. Each such Notice of Borrowing shall be irrevocable and shall be deemed to constitute a representation and warranty by Borrower that as of the date of such notice the statements set forth in Article 5 hereof are true and in reliance upon correct and that no Default or Event of Default has occurred and is continuing. On receipt of a Notice of Borrowing, Agent shall promptly notify each Lender by telephone, telex or telefax of the representations date of the requested borrowing and warranties set forth herein and in the other Loan Documentsamount thereof. Each Lender shall before 1:00 p.m. (Seattle time) on the date of the requested borrowing, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of pay such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making aggregate principal amount of the Revolving Loans which are outstanding on the Restatement Date requested borrowing in accordance with the terms immediately available funds to Agent at its Commercial Loan Processing Center, Seattle, Washington. Upon fulfillment to Agent's satisfaction of the Existing Credit Agreement applicable conditions set forth in Article 4, and agree that after receipt by Agent of such Revolving Loans shall continue funds, Agent will promptly make such funds available to be outstanding pursuant Borrower by depositing them to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed ordinary checking account maintained by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)at Agent's Commercial Accounts Service Center.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue to make revolving loans (each such loan a “Revolving Loan”) to the Borrower on a revolving basis in Dollars requested by the Borrower from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding Commitment Termination Date in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making aggregate amount of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments to be used in accordance with the terms of this Agreement. The original amount of each Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 and the Existing Credit Agreement and agree original Revolving Loan Commitment Amount is $395,000,000; provided that the amount of the Revolving Loan Commitment of each Lender shall be adjusted to give effect to any assignment of such Revolving Loans shall continue to be outstanding Loan Commitment pursuant to subsection 9.1B, shall be reduced from time to time by the terms amount of any reductions thereto made pursuant to subsection 2.4 and conditions of this Agreement shall be increased as necessary to give effect to any increases thereto made pursuant to subsection 2.10. Each Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and the other Loan Documents. Prior to the Revolver Termination Date, Borrower hereby agrees that all Revolving Loans and all other Obligations of the Borrower shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(i) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitment Amount then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds Commitments to be used for the payment purposes identified in subsection 2.5B. The original amount of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such each Revolving Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the L/C Obligations outstanding at such timeRevolving Loan Commitments is $300,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, (ii) such 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). Each Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire on the Revolving Loan Commitment Termination Date and (iii) such 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; provided that each Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire immediately and without further action on June 30, 1999 if the Term Loans outstanding at such timeare not made on or before that date. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx Xxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus MINUS (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx Xxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(wSECTION 5.2.2(W), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(wSECTION 5.2.2(W) minus MINUS (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 8-7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xivSECTION 5.2.10(A)(XIV), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(wSECTION 5.2.2(W) minus MINUS (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xivSECTION 5.2.10(A)(XIV).

Revolving Loans. Each Revolving From and including the Closing Date and prior to the Termination Date, upon the satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2, as applicable, each Lender severally, severally and for itself alone, not jointly agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsthis Agreement, to continue to (i) make loans Revolving Loans to the Borrower on a revolving basis from time to time from and after (ii) participate in Facility LCs issued upon the Restatement Date to, but not including, request of the Revolver Termination DateBorrower, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding each case in an amount not to exceed in the aggregate principal amount at any one time outstanding of (giving effect a) with respect to the contemporaneous application of any Lenders with Revolving Loan proceeds to the payment of any L/C ObligationsCommitments, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Lenders' respective Revolving Loan Pro Rata Share Shares of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Available Aggregate Revolving Loan Commitment and (b) with respect to Lenders with Pre-Funded Letter of Credit Commitments, such Lenders' respective Pre-Funded Letter of Credit Pro Rata Share Shares of Fxxxxxxx L/C Obligations outstanding the Aggregate Credit Linked Deposit not previously used to purchase participations in LC Obligations, or, subsequent to the occurrence of a Conversion Event, other portions of the Aggregate Outstanding Credit Exposure; provided that, unless caused by a Collateral Protection Advance, at such no time shall the Aggregate Outstanding Credit Exposure hereunder exceed the Borrowing Base and (iii) such Revolving Lender's at no time shall the Aggregate Outstanding Credit Exposure minus the Aggregate Pre-Funded Letter of Credit Commitment exceed the Aggregate Revolving Loan Commitment; provided, further, that during the continuance of a Conversion Event, all Lenders shall participate in the Aggregate Outstanding Credit Exposure based on their respective Pro Rata Share of Swing Line Loans outstanding at such timeShares thereof. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with Subject to the terms of this Agreement, the Existing Credit Agreement Borrower may borrow, repay and agree that such reborrow Revolving Loans at any time prior to the Termination Date. The commitment of each Lender to lend hereunder shall continue to be outstanding pursuant to automatically expire on the Termination Date. Each LC Issuer will issue Facility LCs hereunder on the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower set forth in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)2.19.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis from time to time during the period from and after the Restatement Effective Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such timeaggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsections 2.5A and 2.5B. The aggregate original amount of the Revolving Loan Commitments is $400,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to (1) any increase in Revolving Loan Commitments pursuant to subsection 2.1A(iii), and (ii2) such 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 Revolving Lender's ’s Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Commitment shall expire on the Revolving Loan Pro Rata Share of Swing Line Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on (i) Subject to the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan DocumentsAncillary Agreements, to continue to Calliope may make revolving loans (the “Revolving Loans”) to the Borrower on a revolving basis Parent from time to time during the Term which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Calliope may reasonably in its good faith judgment deem proper and necessary from time to time (the “Reserves”) and (y) an amount equal to (I) the Accounts Availability plus (II) the Inventory Availability, minus (III) the Reserves. The amount derived at any time from Section 2(a)(i)(y)(I) plus Section 2(a)(i)(y)(II) minus 2(a)(i)(y)(III) shall be referred to as the “Formula Amount.” The Parent shall execute and deliver to Calliope on the Closing Date the Secured Revolving Note and the Secured Convertible Term Note. The Parent hereby acknowledges and agrees that Calliope’s obligation to purchase the Secured Revolving Note and the Secured Convertible Term Note from the Parent on the Closing Date shall be contingent upon the satisfaction (or waiver by Calliope in its sole discretion) of the items and matters set forth in the closing checklist provided by Calliope to the Parent on or prior to the Closing Date. The Parent hereby further acknowledges and agrees that, immediately prior to each borrowing hereunder and immediately after the Restatement Date to, but not includinggiving effect thereto, the Revolver Termination Date, in its Revolving Loan Pro Rata Share Parent shall be deemed to have certified to Calliope that at the time of each such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (proposed borrowing and also after giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus thereto (i) such Revolving Lender's Revolving Loan Pro Rata Share there shall exist no Event of the L/C Obligations outstanding at such timeDefault, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time all representations, warranties and covenants made by the Parent in connection with this Agreement and the Ancillary Agreements are true, correct and complete and (iii) such Revolving Lender's Revolving Loan Pro Rata Share all of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of Parent’s covenant requirements under this Agreement and the other Loan DocumentsAncillary Agreements have been met. Prior The Parent hereby agrees to provide a certificate confirming the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance foregoing concurrently with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain each request for a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)borrowing hereunder.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsections 2.6A and 2.6B. The original amount of each Revolving Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the original Revolving Loan Commitment Amount is $50,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4B. Each Revolving Lender's ’s Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Commitment shall expire on the Revolving Loan Pro Rata Share of Swing Line Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date; provided that each Revolving Lender’s Revolving Loan Commitment shall expire immediately and without further action at the making close of business in New York City on February 15, 2006 if the Revolving Term Loans which are outstanding not made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding the foregoingcontrary notwithstanding, in no event shall the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitment Amount then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Prior to the Third Amended and Restated Closing Date, Lenders have made Revolving Loans in the aggregate principal amount of $234,222,410.60 against the Revolving Loan Commitments, the proceeds of which were used to purchase and modify Eligible Aircraft. From and after the Third Amended and Restated Closing Date, each Lender severally, and for itself alone, severally agrees, on subject to the terms conditions set forth in Section 3 and subject to the conditions hereinafter limitations set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsbelow, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from the Third Amended and after Restated Closing Date to but excluding the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment Termination Date an aggregate amount, together with the amount of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Loans made prior to the Third Amended and Restated Closing Date, not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A. The amount of each Lender's Revolving Loan Pro Rata Share Commitment on the date hereof is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments on the date hereof is $250,000,000; 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 9.1B; and provided, further that the amount of the Revolving Loan Commitments shall be reduced from time and (iii) such Revolving to time by the amount of any reductions thereto made pursuant to subsection 2.4B(ii). Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loan Commitments shall be paid in full no later than that date unless converted to Term Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of subsection 2.1A(ii). Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Amounts reborrowed after prepayment pursuant to subsection 2.4B(iii)(e) shall be allocated ratably among the Revolving Notes relating to all Financed Aircraft. Anything to the contrary in accordance with this Agreement notwithstanding, the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from shall be subject to the Additional Term Loan and/or limitation that in no event shall the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in Lenders lend an amount not less than in excess of (x) on the date of acquisition of an Eligible Aircraft the lesser of (i) an amount equal to the aggregate amount purchase price of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus such Eligible Aircraft and (ii) 80% of the aggregate amount Appraised Value of such Eligible Aircraft as of the date of acquisition (but without giving effect to the contemplated modifications) or (y) on any date Revolving Loans incurred by are made to finance the Borrower after June 30modification of an Eligible Aircraft, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/880% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, cost thereof as reflected in each case as permitted by Section 5.2.10(a)(xiv), until invoices delivered to Administrative Agent pursuant to subsection 3.2A (other than the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).final

Revolving Loans. Each The Existing Revolving Lender severally, and for itself alone, agrees, on Credit Lenders made one or more Revolving Loans (as defined in the terms and subject Existing Credit Agreement) to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans Existing Borrowers prior to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Closing Date in accordance with the terms of the Existing Credit Agreement and agree that (each such loan, to the extent outstanding on the Closing Date, an “Existing Revolving Loans shall continue to be outstanding pursuant Loan”). Subject to the terms and conditions of set forth herein, each Revolving Credit Lender severally agrees (i) that all Existing Revolving Loans made by it in its capacity as an Existing Revolving Credit Lender shall be deemed to have been made pursuant to this Agreement and the other Loan Documents. Prior to the Revolver Termination DateBorrowers hereunder, and, from and after the Closing Date shall be Revolving Loans may be repaid hereunder and reborrowed subject to and governed by the Borrower in accordance with terms and conditions hereof, and (ii) to make Revolving Loans to the provisions hereof. Notwithstanding Borrowers from time to time, on any Business Day during the foregoingAvailability Period, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an aggregate amount not less than to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the aggregate amount of Total Revolving Loans repaid with proceeds from Credit Outstandings shall not exceed the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus Revolving Credit Commitments, and (ii) the aggregate amount Outstanding Amount of the Revolving Loans incurred by of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Percentage of the Borrower after June 30Outstanding Amount of all L/C Obligations, 1995plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Commitment. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Borrowers may borrow under this Section 5.2.10(a)(xiv2.01(a), until the earlier to occur of (A) the repurchaseprepay under Section 2.05, prepayment and reborrow under this Section 2.01(a). Revolving Loans may be Base Rate Loans or conversion in full of all of the 8-7/8% Notes or (B) the repurchaseEurodollar Rate Loans, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)further provided herein.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter --------------- limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the ------------ Revolving Loan Commitments is $45,000,000; 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 (iii) such Revolving 2.4B(iii). Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving -------- Loan Commitment shall expire immediately and without further action on November 14, 1997 if the making of the Revolving Loans which are outstanding Closing Date shall not have occurred on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding the foregoingcontrary notwithstanding, in no event shall the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Business Day immediately succeeding the Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds Commitments to be used for the payment purposes identified in subsection 2.5B. The original amount of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such each Revolving Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the L/C Obligations outstanding at such time, (iiRevolving Loan Commitments is $120,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 11.1B; 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) such and 2.4B(iii). Each Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire on the Revolving Loan Commitment Termination Date and (iii) such 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; provided that each Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower Commitment shall expire immediately and without further action on the Revolving Lenders acknowledge the making earlier of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms date of consummation of the Existing Credit Agreement IPO and agree that November 15, 1996 if the Term Loans are not made on or before such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of earlier date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding the foregoingcontrary notwithstanding, in no event shall the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, severally and for itself alone, not jointly agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company Revolving Loans from time to time during the period from and after the Restatement Effective Date to, to but not including, excluding the Revolver Revolving Loan Commitment Termination Date, in Date with respect to its Revolving Loan Commitment, an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding Revolving Loan Commitments. Proceeds of the Revolving Loans will be used for the purposes identified in an aggregate principal amount at any one time outstanding subsection 2.5(B). The original amounts of each Revolving Lender’s Extended Revolving Loan Commitment and Non-Extended Revolving Loan Commitment (after giving effect to the contemporaneous application Amendment No. 2 and Loan Modification Agreement), as applicable, are set forth opposite its name on Schedule 2.1 annexed hereto and the Revolving Loan Commitment Amount as of the Amendment No. 2 Effective Date is equal to the Base Revolving Amount; provided that the amounts of the Revolving Loan Commitments of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitments pursuant to subsection 10.1(B) and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4 and shall be increased from time to time by the amount of any increases thereto made pursuant to subsection 2.1(A)(iii). For the avoidance of doubt, all Revolving Loans will be made by all Revolving Lenders (in each case including all Extended Revolving Lenders and Non-Extended Revolving Lenders) in accordance with their Pro Rata Share (determined, in the case of any Revolving Lender, on the basis of the aggregate amount of its Revolving Loan proceeds Commitment as a percentage of the Revolving Loan Commitment Amount), until the Non-Extended Revolving Loan Commitment Termination Date; thereafter all Revolving Loans will be made by all Extended Revolving Lenders in accordance with their Pro Rata Share. Each Non-Extended Revolving Lender’s Non-Extended Revolving Loan Commitment shall expire on the Non-Extended Revolving Loan Commitment Termination Date and all Non-Extended Revolving Loans and all other amounts owed hereunder with respect to the payment of any L/C ObligationsNon-Extended Revolving Loans and the Non-Extended Revolving Loan Commitments shall be paid in full no later than that date. Each Extended Revolving Lender’s Extended Revolving Loan Commitment shall expire on the Extended Revolving Loan Commitment Termination Date, Fxxxxxxx L/C Obligations or Swing Line Loansand all Extended Revolving Loans and all other amounts owed hereunder with respect to the Extended Revolving Loans and the Extended Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1(A)(ii) may be repaid and reborrowed to but excluding the applicable Revolving Loan Commitment of such Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge Loan Commitments shall be subject to the making limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loans which are outstanding on the Restatement Date Loan Commitment Amount then in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The aggregate original amount of the Revolving Loan Commitments is $75,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4B. Each Revolving Lender's ’s Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire immediately and (iii) such Revolving Lender's without further action on the Revolving Loan Pro Rata Share of Swing Line Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date; provided that each Revolving Lender’s Revolving Loan Commitment shall expire immediately and without further action on August 31, 2001 if the making of the Revolving Term Loans which are outstanding have not been made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Merger Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5C. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $15,000,000; 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 (iii) such Revolving 2.4B(iii). Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date; PROVIDED that each Lender's Revolving Loan Commitment shall expire immediately and without further action on April 15, 1996 if the making of the Revolving Tender Loans which are outstanding not made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than limitation that (i) in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the lesser of (x) the Revolving Loan Commitments then in effect and (y) the Borrowing Base then in effect and (ii) in no event shall the aggregate principal amount of Revolving Loans repaid with proceeds from made on the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Merger Date exceed $7,800,000.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on On the terms and subject to the conditions hereinafter set forth in this Agreement, and in reliance upon the representations provided there does not then exist a Default or an Event of Default, each Lender, severally and warranties set forth herein and in the other Loan Documentsfor itself alone, to continue agrees to make in Dollars such Lender’s Pro Rata Share of revolving loans (such loans are collectively called “Revolving Loans” and individually called a “Revolving Loan”) to the Borrower on a revolving basis from time to time from on and after the Restatement Closing Date to, but not including, and prior to the Revolver Credit Termination Date, in its Revolving Loan Pro Rata Share so long as the aggregate amount of such aggregate amount as advances outstanding at any time to the Borrower may request, but do not exceeding in an aggregate principal amount at any one time outstanding exceed the lesser of: (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loansi) the applicable Maximum Revolving Loan Commitment of such Revolving Lender Facility at such time minus (iany reserves established by the Administrative Agent pursuant to Section 2.1(b) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, hereof and (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding the Borrowing Base at such time and (iiiminus any reserves established by the Administrative Agent pursuant to Section 2.1(b) such hereof, in each case, if at any time applicable, minus all Letter of Credit Obligations. The aggregate outstanding principal amount of Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such timeimmediately prior to giving effect to this Agreement is equal to Zero Dollars $0.00. The Borrower shall have the right to repay and the Revolving Lenders acknowledge the making reborrow any of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms without premium or penalty (subject to Section 3.4 hereof); provided, however, that it shall be a condition precedent to any reborrowing that as of the Existing Credit Agreement and agree that date of any reborrowing (any such Revolving Loans shall continue date herein called a “Reborrowing Date”) all of the conditions to be outstanding pursuant to the terms and conditions borrowing set forth in Section 5.1 of this Agreement shall be satisfied and the other Loan Documentsall representations and warranties made herein shall be true and correct in all material respects (without duplication of materiality, as applicable) as of such Reborrowing Date. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf The payment obligations of the Borrower to repurchase or prepay the 8-7/8% Notes Lenders and Administrative Agent hereunder are and shall be joint and several as permitted provided in Section 12.21 hereof. The failure of any Lender to make a requested Revolving Loan on any date shall not relieve any other Lender of its obligation to make a Revolving Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make any Revolving Loan to be made by Section 5.2.10(a)(xiv)such other Lender. Each Lender’s obligation to fund any Revolving Loan shall be limited to such Lender’s Pro Rata Share.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Borrowers from time to time during the period from and after November 14, 1997 to but excluding the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The amount of each Lender's Revolving Loan Pro Rata Share Commitment as of Fxxxxxxx L/C Obligations outstanding at such the Closing Date is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of the Revolving Loan Commitments as of the Closing Date is $40,000,000; 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 (iii) such Revolving 2.4B(iii). Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. For the avoidance of doubt, all Revolving Loans made and Letters of Credit issued under the Existing Credit Agreement shall continue under this Agreement. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding the foregoingcontrary notwithstanding, in no event shall the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis from time to time during the period from and after the Restatement Date to, date on which the balance in the Special Collateral Account has been reduced to less than $1,000,000 but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The aggregate original amount of the Revolving Loan Commitments is $25,000,000; PROVIDED 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 subsection 2.4B. Each Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire immediately and (iii) such without further action 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; PROVIDED that each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire immediately and without further action on June 30, 2001 if the Tranche A Term Loans outstanding at such timehave not been not made on or before that date. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed lesser of the Borrower constituting Senior Indebtedness, Revolving Loan Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan effect and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Borrowing Base then in effect.

Revolving Loans. Each The Borrowers shall repay the outstanding principal balance of the Revolving Lender severallyLoans, together with all other non-contingent Obligations (other than Term Loan Obligations), including all accrued and for itself alone, agreesunpaid interest thereon, on the terms Revolving Termination Date (or with respect to any Bank Products, any applicable earlier date). The Borrowers may prepay the Revolving Loans, in whole or in part, at any time and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and, subject to the terms of this Agreement, reborrow prior to the Revolving Termination Date. In addition, and after without limiting the Restatement Date to, but not includinggenerality of the foregoing, the Borrowers shall immediately pay to the Administrative Agent, for the account of the Revolving Lenders, the amount, if any and without duplication, by which the Aggregate Revolver Outstandings exceed the Borrowing Base. The Borrowers shall have the option, without the consent of the Term Lenders, to request that the Revolving Lenders extend the Stated Revolving Termination Date to a date no later than the Stated Term Loan Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect subject to the contemporaneous application approval of any Revolving Loan proceeds to the payment all of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documentstheir sole discretion. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in In the event that the Borrower repays Revolving Loans Borrowers wish to obtain a revolving credit facility on terms that, in the reasonable judgment of the Majority Term Lenders, are no less adverse taken as a whole to the Term Lenders than those contained in this Agreement with proceeds from revolving credit lenders that are commercial banks, commercial finance companies or other asset-based lenders that provide asset-based revolving credit loans in the Additional Term Loan and/or the issuance or incurrence ordinary course of Indebtedness permitted by Section 5.2.2(w)business, the Borrower Term Lenders agree to amend this Agreement or enter into a new loan agreement to provide for such replacement revolving credit facility on such terms; provided that in no event shall maintain the foregoing obligate the Term Lenders to consent to any amendment to this Agreement or enter into a Total Available Revolving Commitment new loan agreement in an amount not less than (i) respect of such replacement revolving credit facility which in the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed reasonable judgment of the Borrower constituting Senior Indebtedness, in each case Majority Term Lenders would be adverse to the Term Lenders taken as permitted by Section 5.2.10(a)(xiv), until a whole; provided further that the earlier to occur of (A) the repurchase, prepayment or conversion in full of Borrowers shall pay all of the 8-7/8% Notes or Term Lenders’ reasonable fees and expenses (Bincluding reasonable fees and expenses of counsel) incurred in connection with the repurchase, prepayment, redemption or other extinguishment negotiation of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)such replacement revolving credit facility.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on Subject to the terms and subject conditions of this Agreement, during the Commitment Period, Lender shall make a Revolving Loan or Revolving Loans to the conditions hereinafter set forth and Borrower in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the such amount or amounts as Borrower on a revolving basis may from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and hereunder the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that Commitment, when such Revolving Loans are combined with the aggregate undrawn face amount of all issued and outstanding Letters of Credit. Borrower shall continue to be outstanding pursuant have the option, subject to the terms and conditions set forth herein, to borrow Revolving Loans, maturing on the last day of the Commitment Period, up to the amount of the Revolving Credit Commitment by means of any combination of (a) Prime Rate Loans, bearing interest at a rate per annum which shall be the Derived Prime Rate from time to time in effect, or (b) LIBOR Loans, bearing interest at a rate per annum which shall be the Derived LIBOR Rate, fixed in advance of each Interest Period but subject to changes in the Applicable Margin as herein provided for each such Interest Period. Borrower shall pay interest, in arrears, on the unpaid principal amount of Prime Rate Loans outstanding from time to time from the date thereof until paid, on the first day of each month, and at the maturity thereof, commencing May 1, 1998. Borrower shall pay interest at a fixed rate for each Interest Period but subject to changes in the Applicable Margin on the unpaid principal amount of each LIBOR Loan outstanding from time to time from the date thereof until paid, payable on each Interest Adjustment Date with respect to an Interest Period (provided that if an Interest Period exceeds three (3) months, the interest must be paid every three (3) months, commencing three (3) months from the beginning of such Interest Period). At the request of Borrower, provided no Event of Default exists hereunder, Lender shall convert Prime Rate Loans to LIBOR Loans at any time, subject to the notice and other provisions of Section 2.2 hereof, and shall convert LIBOR Loans to Prime Rate Loans on any Business Day, provided that any such prepayment of a LIBOR Loan pursuant to this Agreement sentence shall be subject to the prepayment fees set forth in Section 2.4 hereof. The obligation of Borrower to repay the Prime Rate Loans and the other Loan Documents. Prior LIBOR Loans made by Lender and to pay interest thereon shall be evidenced by a Revolving Credit Note of Borrower substantially in the form of Exhibit A hereto, dated the Closing Date and payable to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, order of Lender in the event that principal amount of the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w)Credit Commitment, or, if less, the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate unpaid principal amount of Revolving Loans repaid with proceeds made hereunder. Subject to the provisions of this Agreement, Borrower shall be entitled under this Section 2.1A to borrow funds, repay the same in whole or in part and re-borrow hereunder at any time and from time to time during the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Commitment Period.

Revolving Loans. Each Revolving Lender severallyPrior to the Second Restatement Date, and for itself alonethe Lenders made the Existing Acquisition Loans to the Borrower. Immediately prior to the effectiveness of this Agreement, agrees, on the aggregate outstanding principal balance of the Existing Acquisition Loans was approximately $35,000,000. Subject to the terms and subject conditions hereof, the Existing Acquisition Loans are hereby converted to revolving credit loans, which revolving credit loans shall be combined with other revolving credit loans made under this Section 2.1. Subject to the terms and conditions hereinafter set forth and hereof, each Lender severally agrees to make revolving credit loans in reliance upon the representations and warranties set forth herein and Dollars (each, together with a converted Acquisition Loan referred to in the previous sentence, a "Revolving Loan" and, as the context may require, collectively with all other Loan DocumentsRevolving Loans of such Lender and with the Revolving Loans of all other Lenders, to continue to make loans the "Revolving Loans") to the Borrower on a revolving basis from time to time on any Business Day during the period from and after the Second Restatement Date to, but not including, to the Revolver Commitment Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (provided that after giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus thereto (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at Exposure would not exceed such timeLender's Revolving Commitment, and (ii) the Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment. During such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time period, the Borrower may borrow, prepay in whole or in part and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and reborrow under the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Commitments, all in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement Agreement. The outstanding principal balance of each Revolving Loan shall be due and payable on the other Loan Documents. Prior to the Revolver Termination Maturity Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds Commitments to be used for the payment purposes identified in subsection 2.5B. The original amount of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such each Revolving Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the L/C Obligations outstanding at such time, (ii) such Revolving Loan Commitments is $50,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. Each Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire on the Revolving Loan Commitment Termination Date and (iii) such 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; provided that each Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire immediately and without further action on April 30, 2003 if the Term Loans outstanding at such timeare not made on or before that date. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant Subject to the terms and conditions of this Agreement Agreement, each Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to lend to the Company from time to time during the period from the time of Closing on the Closing Date to but excluding the Revolving Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 7.12. The original amount of each Lender's Revolving Loan Commitment (a) for the period commencing on the Closing Date and ending on the date immediately preceding the Effective Date is set forth opposite its name on Schedule 2.01(a) annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $53,000,000, and (b) for the Effective Date and thereafter is set forth opposite its name on Schedule 2.01(b) annexed hereto and the aggregate amount of the Revolving Loan Commitments on and after the Effective Date is $63,000,000; provided, in each case, that the Revolving Loan Commitments of the Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 11.08; 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 Section 2.05. Each Lender's Revolving Loan Commitment shall expire on the Revolving Termination Date and all Revolving Loans and all other Loan Documents. Prior amounts owed hereunder with respect to the Revolver Termination Date, Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that, after giving effect to any Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans and Swing Line Loans and the Effective Amount of all L/C Obligations, shall not at any time exceed the combined Revolving Loan Commitments; and provided further, that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all L/C Obligations and Swing Line Loans shall not at any time exceed such Lender's Revolving Loan Commitment. Amounts borrowed under this subsection 2.01(c) may be repaid and reborrowed by to but excluding the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Termination Date.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount which shall not exceed its Pro Rata Share of the L/C Obligations outstanding at such timeaggregate amount of the Revolving Loan Commitments, (ii) such Revolving to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $58,000,000; 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; provided further that the amount of the Revolving Loan Commitments shall be reduced from time and (iii) such Revolving to time by the amount of any reductions thereto made pursuant to subsections 2.4A or 2.4B. Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on February 15, 1997 if the making of the Revolving Term Loans which are outstanding not made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by to but excluding the Borrower in accordance with the provisions hereofRevolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the foregoingcontrary, in no event shall the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on On the terms and subject to the conditions hereinafter hereafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue each Lender agrees severally and not jointly to make loans Revolving Loans to the Borrower on a revolving basis Borrower, at any time and from time to time from and on or after the Restatement Closing Date to, but not including, and prior the Revolver Termination Date, in its earlier of the Revolving Loan Pro Rata Share Credit Maturity Date and the termination of the Revolving Credit Commitment of such aggregate amount as Lender in accordance with the Borrower may requestterms hereof, but not exceeding in an aggregate principal amount at any one time outstanding not to exceed (after giving effect to all Revolving Loans repaid, and all reimbursements of LC Disbursements made, concurrently with the contemporaneous application making of any Revolving Loan proceeds Loans) an amount equal to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus difference between (i) the Revolving Credit Commitment set forth opposite such Revolving Lender's Revolving Loan Pro Rata Share of name on Schedule 2.01, as the L/C Obligations outstanding at such timesame may be reduced from time to time pursuant to Section 2.09, and (ii) such Revolving Lender's Revolving Loan Pro Rata Share Applicable Percentage of Fxxxxxxx L/C Obligations the sum of (A) the aggregate principal amount of Swingline Loans outstanding at such time and (iiiB) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding the LC Exposure at such time. Within the limits set forth in the preceding sentence, the Borrower may borrow, pay or prepay and reborrow Revolving Loans on or after the Closing Date and prior to the Revolving Credit Maturity Date, on the terms and subject to the conditions and limitations set forth herein. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on prior to the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such outstanding Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).

Revolving Loans. Each Lender with a Revolving Lender severally, and for itself alone, Loan Commitment severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue maintain such existing Revolving Loans and to make loans lend to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Effective Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount which shall not exceed its Pro Rata Share of the L/C Obligations outstanding at such timeaggregate amount of the Revolving Loan Commitments, (ii) such Revolving to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $75,000,000; 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; provided further, that the amount of the Revolving Loan Commitments shall be reduced from time and (iii) such Revolving to time by the amount of any reductions thereto made pursuant to subsection 2.4B. Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documentssubsection 2. Prior to the Revolver Termination Date, Revolving Loans 1A(iv) may be repaid and reborrowed by to but excluding the Borrower in accordance with the provisions hereofRevolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the foregoingcontrary, in no event shall the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $15,000,000; 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 (iii) such Revolving 2.4B(iii). Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on April 15, 1997 if the making of Tranche A Term Loans, the Tranche B Term Loans and the initial Revolving Loans which are outstanding not made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, Revolving Loans and the Revolving Loan Commitments shall be subject to the following limitations in the event that amounts and during the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).periods indicated:

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such timeaggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The aggregate original amount of the Revolving Loan Commitments is $60,000,000; provided that (1) the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any increase in Revolving Loan Commitments pursuant to subsection 2.1A(iv), and (ii2) such the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4B. Each Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire on the Revolving Loan Commitment Termination Date and (iii) such 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; provided that each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire immediately and without further action on May 15, 2001 if the Term Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the initial Revolving Loans which are outstanding not made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed lesser of the Borrower constituting Senior Indebtedness, Revolving Loan Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan effect and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Borrowing Base then in effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's aggregate amount of the Revolving Loan Pro Rata Share Commitments to be used for the purposes identified in subsection 2.5A. The original amount of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's the Revolving Loan Pro Rata Share Commitments under this Agreement is $200,000,000 and each Lender’s Revolving Loan Commitment as of Swing Line the Closing Date is set forth opposite its name on Schedule 2.1 annexed hereto; 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 2.4A(ii) and 2.4A(iii). Each Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(i) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w)contrary notwithstanding, the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Indebtedness permitted by Section 5.2.2(w) minus (2) Revolving Loan Commitments at any time exceed the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Revolving Loan Commitments then in effect.

Revolving Loans. Each Prior to the Closing Date, revolving loans were previously made to the Borrower under the Previous Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding revolving loans being hereinafter referred to as the "Previous Revolving Loans"). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Closing Date but subject to the satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2 (as applicable), the Previous Revolving Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Previous Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. From and including the Closing Date and prior to the Revolving Loan Termination Date, upon the satisfaction of the conditions precedent set forth in Section 4.1 and 4.2, as applicable, each Lender severally, severally and for itself alone, not jointly agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsthis Agreement, to continue to (i) make loans Revolving Loans to the Borrower on a revolving basis from time to time from and after (ii) participate in Facility LCs issued upon the Restatement Date to, but not including, request of the Revolver Termination DateBorrower, in each case in an amount not to exceed in the aggregate at any one time outstanding of its Revolving Loan Pro Rata Share of such aggregate amount as the Available Aggregate Revolving Loan Commitment; provided that at no time shall the Aggregate Outstanding Revolving Credit Exposure hereunder exceed the Available Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may requestborrow, but not exceeding in an aggregate principal amount repay and reborrow Revolving Loans at any one time outstanding (giving effect prior to the contemporaneous application of any Revolving Loan proceeds Termination Date. The commitment of each Lender to lend hereunder shall automatically expire on the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such timeTermination Date. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding LC Issuer will issue Facility LCs hereunder on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower set forth in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)2.20.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds Commitments to be used for the payment purposes identified in subsection 2.5B. The original amount of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such each Revolving Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the L/C Obligations outstanding at such time, (iiRevolving Loan Commitments is $190,000,000; provided that the Revolving Loan Commitments of Revolving 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) such and 2.4B(iii). Each Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire on the Revolving Loan Commitment Termination Date and (iii) such 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; provided that each Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower Commitment shall expire immediately and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding without further action on the Restatement Date earlier of (x) the date on which the Recapitalization and Merger Agreement is terminated in accordance with Article 10 thereof and (y) June 30, 1996 if the terms of the Existing Credit Agreement and agree initial Term Loans are not made on or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(v) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, Revolving Loans and the Revolving Loan Commitments shall be subject to the following limitations in the event that amounts and during the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).periods indicated:

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and the first Business Day after the Restatement Effective Date to, up to but not including, excluding the Revolver Revolving Loan Commitment Termination Date, in its Revolving Loan Pro Rata Share of such an aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan ’s Pro Rata Share of the L/C Obligations outstanding at aggregate amount of the then available Revolving Loan Commitments, all such time, (ii) Loans to be used for the purposes identified in Section 2.5(a). The original amount of each Revolving Lender’s Revolving Loan Commitment is set forth opposite its name on a schedule held by Administrative Agent and the original Revolving Loan Commitment Amount is $150,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to Section 9.1(b) and shall be reduced from time to time by the amount of any reductions thereto made pursuant to Section 2.4. Each Revolving Lender's ’s Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Commitment shall expire on the Revolving Loan Pro Rata Share of Swing Line Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans Section 2.1(a)(ii) may be repaid and reborrowed by up to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitment Amount then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant Subject to the terms and conditions of this Agreement and Agreement, during the other Commitment Period, each Bank shall make a Revolving Loan Documents. Prior to the Revolver Termination Date, or Revolving Loans may be repaid and reborrowed by the to a Borrower in accordance with the provisions hereof. Notwithstanding the foregoingsuch amount or amounts as such Borrower may from time to time request, but not exceeding in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an aggregate principal amount not less than at any time outstanding hereunder (i) the Total Commitment Amount, when such Revolving Loans are combined with the Swing Line Exposure and (ii) in the case of any Loans made to a Foreign Borrower, the Foreign Borrower Borrowing Limit. Each Borrower shall have the option, subject to the terms and conditions set forth herein, to borrow Revolving Loans, maturing on the last day of the Commitment Period, by means of any combination of (a) Base Rate Loans, (b) Eurodollar Loans, or (c) Alternate Currency Loans. With respect to each Alternate Currency Loan, subject to the other provisions of this Agreement, each Borrower shall have the right to receive all of the proceeds of such Alternate Currency Loan in an Alternate Currency. Each Alternate Currency Loan shall be made in a single Alternate Currency. Each Borrower shall pay interest on the unpaid principal amount of Base Rate Loans made to it outstanding from time to time from the date thereof until paid at the Base Rate from time to time in effect. Interest on such Base Rate Loans shall be payable on the last day of each September, December, March and June of each year and at the maturity thereof. Each Borrower shall pay interest on the unpaid principal amount of each Fixed Rate Loan made to it outstanding from time to time, fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto (but subject to changes in the Applicable Margin), at the Derived Fixed Rate. Interest on such Fixed Rate Loans shall be payable on each Interest Adjustment Date (provided that if an Interest Period exceeds three (3) months, the interest must be paid every three (3) months, commencing three (3) months from the beginning of such Interest Period). At the request of a Borrower to Agent, subject to the notice and other provisions of Section 2.02 hereof, the Banks shall convert Base Rate Loans to Eurodollar Loans at any time and shall convert Eurodollar Loans to Base Rate Loans on any Interest Adjustment Date. No Alternate Currency Loan may be converted to a Base Rate Loan or a Eurodollar Loan. The obligation of each Borrower to repay Revolving Loans made to it by each Bank pursuant to this Section 2.01A and to pay interest thereon shall be evidenced by a Revolving Note of each Borrower in the form of Exhibit A hereto, payable to the order of such Bank in the principal amount of its Revolving Commitment, or, if less, the aggregate unpaid principal amount of Revolving Loans repaid with proceeds made hereunder by such Bank. Subject to the provisions of this Agreement, Borrowers shall be entitled under this Section 2.01A to borrow funds, repay the same in whole or in part and re-borrow hereunder at any time and from time to time during the Additional Term Loan and/or Commitment Period. Notwithstanding anything in this Agreement to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) contrary, each Foreign Borrower shall only be liable for the aggregate amount of Revolving Loans incurred by made to it and the Borrower after June 30, 1995, other Debt attributable to it and shall not be liable for the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption Loans or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received Debt owing by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)any other Borrower.

Revolving Loans. Each Prior to the Closing Date, revolving loans were previously made to the Borrower under the Previous Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding revolving loans being hereinafter referred to as the “Previous Revolving Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Closing Date but subject to the satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2 (as applicable), the Previous Revolving Loans shall be reevidenced as Revolving Loans under this Agreement, the terms of the Previous Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. From and including the Closing Date and prior to the Revolving Loan Termination Date, upon the satisfaction of the conditions precedent set forth in Section 4.1 and 4.2, as applicable, each Lender severally, severally and for itself alone, not jointly agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsthis Agreement, to continue to (i) make loans Revolving Loans to the Borrower on a revolving basis from time to time from and after (ii) participate in Facility LCs issued upon the Restatement Date to, but not including, request of the Revolver Termination DateBorrower, in each case in an amount not to exceed in the aggregate at any one time outstanding of its Revolving Loan Pro Rata Share of such aggregate amount as the Available Aggregate Revolving Loan Commitment; provided that at no time shall the Aggregate Outstanding Revolving Credit Exposure hereunder exceed the Available Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may requestborrow, but not exceeding in an aggregate principal amount repay and reborrow Revolving Loans at any one time outstanding (giving effect prior to the contemporaneous application of any Revolving Loan proceeds Termination Date. The commitment of each Lender to lend hereunder shall automatically expire on the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such timeTermination Date. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding LC Issuer will issue Facility LCs hereunder on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower set forth in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)2.20.

Revolving Loans. Each Revolving Lender severally, (a) Subject to and for itself alone, agrees, on upon the terms and subject to the conditions hereinafter herein set forth forth, each Lender severally and in reliance upon the representations not jointly agrees, at any time and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from on and after the Restatement Second A&R Closing Date to, but not including, and prior to the Revolver Termination Revolving Loan Maturity Date, to make revolving loans (collectively, "Revolving Loans") to the Borrower, which Revolving Loans shall not exceed in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loansi) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (iii) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such ; provided that at no time shall the aggregate outstanding principal amount of the Revolving Lender's Revolving Loan Pro Rata Share Loans of Fxxxxxxx all of the Lenders plus the L/C Obligations outstanding at such time and (iii) such Revolving Lender's of all of the Lenders exceed the Total Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such timeCommitment. The Borrower and sum of the Revolving Loan Commitments of all of the Lenders acknowledge (the making "Total Revolving Loan Commitment") as of the date hereof shall be reduced to $400,000,000. In the event that as of the date hereof, the aggregate outstanding principal amount of the Revolving Loans which are outstanding exceeds the Total Revolving Loan Commitment, the Borrower shall immediately prepay the Revolving Loans in the amount of any such excess. The Revolving Loans of each Lender made on the Restatement Second A&R Closing Date in accordance with shall be initially made as a Base Rate Loan or a Eurodollar Loan (subject to the other terms of this Agreement, including without limitation, Section 2.3 and Section 2.17) and may thereafter be maintained at the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions option of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower as a Base Rate Loan or a Eurodollar Loan, in accordance with the provisions hereof. Notwithstanding As of the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w)Facility Conversion Date, the Borrower Total Revolving Loan Commitment shall maintain a Total Available Revolving Commitment in an amount not less than (i) be automatically reduced by the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Loan.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter --------------- limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and the Closing Date to but excluding the Revolving Loan Commitment Termination Date Revolving Loans, to be used for the purposes identified in subsection 2.5C, provided that after the Restatement Date to, but not including, the Revolver Termination Date, in giving effect to such Loans its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but Exposure shall not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan exceed its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name in Schedule 2.1 annexed hereto and the aggregate original ------------ amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $50,000,000 less the aggregate amount of the Local Lines of Credit; provided that the Revolving Loan -------- Commitments of the Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; provided further that the amount of the Revolving Loan Commitments shall be -------- ------- reduced from time and (iii) such Revolving to time by the amount of any reductions thereto made pursuant to subsection 2.4C. Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iv) may be repaid and reborrowed by reborrowed, subject to the Borrower in accordance with limitations and conditions set forth herein, to but excluding the provisions hereofRevolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the foregoingcontrary, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) in no event shall the aggregate amount Total Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus Commitments then in effect and (ii) prior to the aggregate amount Chinese Security Effective Date, in no event shall the Total Utilization of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish Loan Commitments at any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)time exceed $15,000,000.

Revolving Loans. Each Revolving The Lender severallyshall, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of set forth in this Agreement Agreement, and upon Borrower's request from time to time, make revolving loans (the other Loan Documents. Prior "Revolving Loans") to the Revolver Termination DateBorrower up to the limits of the Availability. The Lender, in its discretion, may elect to exceed the limits of the Availability on one or more occasions, but if it does so, the Lender shall not be deemed thereby to have changed the limits of the Availability or to be obligated to exceed the limits of the Availability on any other occasion. If the unpaid balance of the Revolving Loans may be repaid and reborrowed by exceeds the Borrower in accordance Availability (with Availability for this purpose determined as if the provisions hereof. Notwithstanding amount of the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(wwere zero), then the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Lender may refuse to make or otherwise restrict Revolving Loans repaid with proceeds from on such terms as the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Lender determines until such excess has been eliminated. The Borrower may request Revolving Loans incurred either orally or in writing, provided, however, that each such request shall be made no later than 1:00 p.m. (Los Angeles, California time). Each oral request for a Revolving Loan shall be conclusively presumed to be made by the Borrower after June 30, 1995, the proceeds of which are used a person authorized by the Borrower to repurchasedo so and the crediting of a Revolving Loan to the Borrower's deposit account, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of transmittal to such Person as the Borrower constituting Senior Indebtednessshall direct, in each case as permitted by Section 5.2.10(a)(xiv), until shall conclusively establish the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf obligation of the Borrower to repurchase repay such Revolving Loan. The Lender will charge all Revolving Loans and other Obligations to a loan account of the Borrower maintained with the Lender. All fees, commissions, costs, expenses, and other charges due from the Borrower pursuant to the Loan Documents, and all payments made and out-of-pocket expenses incurred by Lender and authorized to be charged to the Borrower pursuant to the Loan Documents, will be charged as Revolving Loans to the Borrower's loan account as of the date due from the Borrower or prepay the 8-7/8% Notes date paid or incurred by the Lender, as permitted by Section 5.2.10(a)(xiv)the case may be.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Effective Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds Commitments to be used for the payment purposes identified in subsection 2.5E. The original amount of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such each Revolving Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the L/C Obligations outstanding at such timeRevolving Loan Commitments is $20,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, (iifurther that the amount of the Revolving Loan Commitments shall be reduced from time to time by the 71 amount of any reductions thereto made pursuant to subsections 2.4B(ii) such and 2.4B(iii). Each Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire on the Revolving Loan Commitment Termination Date and (iii) such 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; provided that each Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire immediately and without further action on December 10, 1999 if the Term Loans outstanding at such timeare not made on or before that date. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(vi) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) Revolving Loan Commitments shall be subject to the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).following limitations:

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis from time to time during the period from and after the Restatement Effective Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's aggregate amount of the Revolving Loan Pro Rata Share Commitments to be used for the purposes identified in subsection 2.5A. The amount of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving each Lender's ’s Revolving Loan Pro Rata Share Commitment as of Swing Line the Effective Date is set forth in its Allocation Letter and the aggregate amount of the Revolving Loan Commitments as of the Effective Date is $150,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any permitted assignments of the Revolving Loan Commitments pursuant to subsection 11.1B; provided, that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any increase of the Revolving Loan Commitment pursuant to subsection 2.1A(ii); 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 subsection 2.4. Each Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(i) may be repaid and reborrowed by to but excluding the Borrower in accordance with Revolving Loan Commitment Termination Date. In no event shall the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Total Utilization of Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than Commitments at any time (i) exceed the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance Commitments then in effect or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) result in, at the aggregate amount time of Revolving Loans incurred by such borrowing, the sum of Cash and Cash Equivalents of Holdings and its Subsidiaries being in excess of $25,000,000 (unless Borrower after June 30, 1995, has certified to Administrative Agent at the time of such borrowing that the proceeds of such Loans will be used for an identified purpose which will result in, within five Business Days, Cash and Cash Equivalents of Holdings and its Subsidiaries being equal to or less than $25,000,000, and such certification is true on such fifth Business Day); provided that for purposes of making the determinations provided for in this clause (ii), Cash and Cash Equivalents which constitute Excess Senior Note Proceeds which are used being held by Borrower pending the Borrower application of such proceeds to repurchasethe repayment, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% redemption of Senior Notes as permitted by Section 5.2.10(a)(xiv)shall be excluded from such determinations.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds Commitments to be used for the payment purposes identified in subsection 2.5B. The original amount of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such each Revolving Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the L/C Obligations outstanding at such time, (ii) such Revolving Loan Commitments is $50,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. Each Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire on the Revolving Loan Commitment Termination Date and (iii) such 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; provided that each Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire immediately and without further action on October 30, 2002 if the Term B Loans outstanding at such timeare not made on or before that date. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving The Lender severallyshall, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions set forth in this Agreement, and upon any Borrower's request from time to time, make revolving loans (the "Revolving Loans") to the Borrowers up to the limits of the Availability. The Lender, in its discretion, may elect to exceed the limits of the Availability on one or more occasions, but if it does so, the Lender shall not be deemed thereby to have changed the limits of the Availability or to be obligated to exceed the limits of the Availability on any other occasion. If the unpaid balance of the Revolving Loans exceeds the Availability (with Availability for this Agreement purpose determined as if the amount of the Revolving Loans were zero), then the Lender may refuse to make or otherwise restrict Revolving Loans on such terms as the Lender determines until such excess has been eliminated. The Borrowers may request Revolving Loans either orally or in writing, provided, however, that each such request with respect to Reference Rate Loans shall be made no later than 1:00 p.m. (Los Angeles, California time). Each oral request for a Revolving Loan shall be conclusively presumed to be made by a person authorized by the Borrowers to do so and the crediting of a Revolving Loan to the Borrowers' deposit account, or transmittal to such Person as the Borrowers shall direct, shall conclusively establish the obligation of the Borrowers to repay such Revolving Loan. The Lender will charge all Revolving Loans and other Obligations to a loan account of the Borrowers maintained with the Lender. All fees, commissions, costs, expenses, and other charges due from the Borrowers pursuant to the Loan Documents. Prior , and all payments made and out-of-pocket expenses incurred by Lender and authorized to be charged to the Revolver Termination DateBorrowers pursuant to the Loan Documents, will be charged as Revolving Loans may be repaid and reborrowed by to the Borrower in accordance with Borrowers' loan account as of the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds date due from the Additional Term Loan and/or Borrowers or the issuance date paid or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30Lender, 1995, as the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)may be.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant Subject to the terms and conditions of this Agreement and Agreement, during the other Commitment Period, each Bank shall make a Revolving Loan Documents. Prior to the Revolver Termination Date, or Revolving Loans may be repaid and reborrowed by the to a Borrower in accordance with the provisions hereof. Notwithstanding the foregoingsuch amount or amounts as such Borrower may from time to time request, but not exceeding in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an aggregate principal amount not less than at any time outstanding hereunder (i) the aggregate amount of Total Commitment Amount, when such Revolving Loans repaid are combined with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus Swing Line Exposure and (ii) in the aggregate amount case of any Loans made to a Foreign Borrower, the Foreign Borrower Borrowing Limit. Each Borrower shall have the option, subject to the terms and conditions set forth herein, to borrow Revolving Loans incurred Loans, maturing on the last day of the Commitment Period, by means of any combination of (a) Base Rate Loans, (b) Eurodollar Loans, or (c) Alternate Currency Loans. With respect to each Alternate Currency Loan, subject to the other provisions of this Agreement, each Borrower after June 30, 1995, shall have the right to receive all of the proceeds of which are used by such Alternate Currency Loan in an Alternate Currency. Each Alternate Currency Loan shall be made in a single Alternate Currency. Each Borrower shall pay interest on the unpaid principal amount of Base Rate Loans made to it outstanding from time to time from the date thereof until paid at the Derived Base Rate from time to time in effect. Interest on such Base Rate Loans shall be payable on the last day of each September, December, March and June of each year and at the maturity thereof. Each Borrower shall pay interest on the unpaid principal amount of each Fixed Rate Loan made to it outstanding from time to time, fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto (but subject to changes in the Applicable Margin), at the Derived Fixed Rate. Interest on such Fixed Rate Loans shall be payable on each Interest Adjustment Date (provided that if an Interest Period exceeds three (3) months, the interest must be paid every three (3) months, commencing three (3) months from the beginning of such Interest Period). At the request of a Borrower to repurchaseAgent, prepaysubject to the notice and other provisions of Section 2.02 hereof, redeem the Banks shall convert Base Rate Loans to Eurodollar Loans at any time and shall convert Eurodollar Loans to Base Rate Loans on any Interest Adjustment Date. No Alternate Currency Loan may be converted to a Base Rate Loan or otherwise extinguish a Eurodollar Loan. The obligation of each Borrower to repay Revolving Loans made to it by each Bank pursuant to this Section 2.01A and to pay interest thereon shall be evidenced by a Revolving Note of each Borrower in the form of Exhibit A hereto, payable to the order of such Bank in the principal amount of its Revolving Commitment. Subject to the provisions of this Agreement, Borrowers shall be entitled under this Section 2.01A to borrow funds, repay the same in whole or in part and re-borrow hereunder at any 8- 7/8% Notestime and from time to time during the Commitment Period. Notwithstanding anything in this Agreement to the contrary, any 12-1/8% Subordinated Debentures or any Indebtedness each Foreign Borrower shall only be liable for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until Loans made to it and the earlier other Debt attributable to occur of (A) it and shall not be liable for the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption Loans or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received Debt owing by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)any other Borrower.

Revolving Loans. Each Revolving Lender severallySubject to the terms and conditions set out herein and during the Availability Period, and for itself alone, each Bank severally agrees, on the terms and subject conditions set forth in this Agreement, to (i) make Loans to the conditions hereinafter set forth Borrowers and (ii) participate in reliance Letters of Credit issued upon the representations and warranties set forth herein and in request of the other Loan DocumentsBorrowers, to continue to make loans to the Borrower on a revolving basis from time to time from and provided that, after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application making of any Revolving each Loan proceeds and the issuance of each Letter of Credit, such Bank’s Outstanding Credit Exposure shall not exceed its Commitment Amount. The Credit Extensions made or advanced by each Bank to the payment Borrowers shall be evidenced by the Banks’ respective Notes from the Borrowers. Subject to the terms of any this Agreement, the Borrowers may borrow, repay and reborrow up to the Aggregate Commitment Amount. The L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment Issuer will issue Letters of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding Credit hereunder on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions set forth in Section 2.03. All Commitments to extend credit hereunder shall expire on the Commitment Termination Date. Borrowers shall repay in full on the Commitment Termination Date any balance of the Loans outstanding on the Commitment Termination Date. Any loans outstanding under the Existing Loan Agreement as of the Closing Date shall be deemed, and shall hereafter be, Loans outstanding under this Agreement. Borrowers, Administrative Agent and the Banks hereby acknowledge and agree that $6,120,077.33 of unpaid principal (and all accrued and unpaid interest thereon) is outstanding under the Existing Loan Agreement and such amount of principal (and all accrued and unpaid interest thereon) shall remain outstanding under this Agreement as of the Closing Date and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may shall be repaid and reborrowed evidenced by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed Note executed as of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Closing Date.

Revolving Loans. Each (A) If on the Closing Date, any “Loans” made to the Company under (and as defined in) the Existing Credit Agreement remain outstanding (such outstanding revolving loans being hereinafter referred to as the “Previous Revolving Loans”), then the Borrower and each of the Lenders agree that on the Closing Date but subject to the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2 (as applicable, including repayment of Previous Revolving Loans of the Departing Lenders and the reallocation and other transactions described in Section 1.5), the Previous Revolving Loans shall be reevidenced as Revolving Loans under this Agreement and the terms of the Previous Revolving Loans shall be restated in their entirety and evidenced by this Agreement. Upon the satisfaction of the applicable conditions precedent set forth in Sections 5.1, 5.2 and 5.3, from and including the Closing Date and prior to the Termination Date, each Lender severally, severally and for itself alone, not jointly agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsthis Agreement, to continue to make revolving loans to the Borrower on a revolving basis Borrowers from time to time from and after the Restatement Date to, but not including, the Revolver Termination Datetime, in its Revolving Loan any Agreed Currency, in a Dollar Amount not to exceed such Lender’s Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender Credit Availability at such time minus (i) such each individually, a “Revolving Lender's Loan” and, collectively with each Previous Revolving Loan Pro Rata Share of Loan, if any, the L/C Obligations outstanding “Revolving Loans”); provided, however, that, subject to Section 2.4(B), at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such no time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and shall the Revolving Lenders acknowledge the making Dollar Amount of the Revolving Loans which are outstanding on Credit Obligations exceed the Restatement Date in accordance with Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Existing Credit Agreement Borrowers may borrow, repay and agree that such reborrow Revolving Loans shall continue to be outstanding pursuant at any time prior to the terms and conditions of this Agreement and Termination Date. On the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower Borrowers shall repay in accordance with full the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed outstanding principal balance of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Revolving Loans.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on Subject to the terms and subject to the conditions hereinafter set forth hereof and in reliance upon the representations and warranties set forth herein and in the other herein, each Revolving Loan Documents, to continue Lender severally agrees to make revolving loans (“Revolving Loans”) to the Borrower on a revolving basis from time to time from and after during the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding Availability Period in an aggregate principal amount at any one time outstanding not exceeding the lesser of (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loansa) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan its Pro Rata Share of the L/C Obligations outstanding at such time, Revolving Loan Commitments and (iib) its Revolving Loan Commitment. The amount of each Revolving Loan Lender’s Revolving Loan Commitment as of the Closing Date is set forth opposite its name on Schedule 2.1 hereto and the aggregate amount of the Revolving Loan Commitments as of the Closing Date is as set forth on Schedule 2.1; provided that the Revolving Loan Commitments of the applicable Revolving Loan Lenders shall be adjusted to give effect to any assignments of such Revolving Loan Lender's ’s Revolving Loan Pro Rata Share Commitments pursuant to Section 9.1; and provided, further that the amount of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's the Revolving Loan Pro Rata Share Commitments shall be reduced from time to time by the amount of Swing Line Loans outstanding any reductions thereto made pursuant to Section 2.5. Each Revolving Loan Lender’s Revolving Loan Commitments shall expire immediately and without further action at such time. The Borrower and the expiration of the Revolving Lenders acknowledge Loan Availability Period and no Revolving Loans shall be made after such date. Revolving Loans borrowed under this Section 2.1.A(iii) and subsequently repaid or prepaid may be reborrowed during the making Revolving Loan Availability Period; provided, however, that the aggregate principal amount of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue at any time, when added to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence Letter of Indebtedness permitted by Section 5.2.2(w) minus (ii) Credit Obligations, may not exceed the aggregate amount of the Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Commitments.

Revolving Loans. Each Revolving Lender severally, and for itself alonebut not jointly, agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds Commitments to be used for the payment purposes identified in subsection 2.5B. The original amount of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such each Revolving Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the L/C Obligations outstanding at such time, (ii) such Revolving Loan Commitments is $25,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. Each Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Commitment shall expire on the Revolving Loan Pro Rata Share of Swing Line Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid pursuant to subsection 2.4B(i) and reborrowed to but excluding the making of Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans which are outstanding on and the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans Loan Commitments shall continue to be outstanding pursuant subject to the terms and conditions of this Agreement and limitation that in no event shall the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans below with respect to the Borrower on a revolving basis maximum amount of Revolving Loans permitted to be outstanding from time to time from time, to (a) maintain and after the Restatement Date to, but not including, the Revolver Termination Date, in continue as Revolving Loans hereunder its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such timeprincipal amount of Existing Revolving Loans, after giving effect to subsection 2.1F and (iib) such to lend to Company from time to time during the period from the Effective Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount (including the amount of Revolving Loans, if any, maintained by the applicable Lender pursuant to clause (a)) not exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments, to be used for the purposes identified in subsection 2.5B. The amount of each Lender's Revolving Loan Pro Rata Share Commitment on the Effective Date is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $75,000,000; 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; 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 2.4A(iv) and (iii) such Revolving 2.4B. Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by to but excluding the Borrower in accordance with the provisions hereofRevolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the foregoingcontrary, in no event shall the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and maximum amount of Revolving Loans permitted to be outstanding from time to time, to make revolving loans (each such loan a "Revolving Loan") to Company in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis applicable Designated Currency requested by Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding Commitment Termination Date in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making aggregate amount of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments to be used in accordance with the terms of this Agreement. Notwithstanding the Existing Credit Agreement foregoing, each party hereto agrees that Company shall not request a Revolving Loan, and agree no Lender shall make a Revolving Loan to Company, prior to January 5, 2007. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the original Revolving Loan Commitment Amount is $70,000,000; provided that the amount of the Revolving Loan Commitment of each Lender shall be adjusted to give effect to any assignment of such Revolving Loans shall continue to be outstanding Loan Commitment pursuant to subsection 10.1B and shall be reduced from time to time by the terms amount of any reductions thereto made pursuant to subsection 2.4. Each Lender's Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Company hereby agrees that all Revolving Loans and all other Obligations of Company shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(i) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitment Amount then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on Subject to the terms and subject to the conditions hereinafter set forth and in reliance upon this Credit Agreement, each Lender hereby agrees to fund its Percentage of the representations and warranties Revolving Loan Commitment in favor of Borrowers in the individual principal amount set forth herein above. Each Lender agrees to lend to Borrowers, and in the other Loan DocumentsBorrowers may borrow, to continue to make loans to the Borrower on a revolving basis repay, and reborrow from time to time from and after the Restatement Closing Date to, up to but not including, including the Revolver Termination Maturity Date, upon notice by the requesting Borrower to the Agent given in its Revolving Loan Pro Rata Share of accordance with ss.2.7, such aggregate amount sums as the are requested by such requesting Borrower may request, but not exceeding in an up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time outstanding (giving effect equal to such Lender's Percentage of the Available Revolving Commitment; provided; however, that the proceeds of any and all borrowings and reborrowings hereunder shall be used solely for the purposes described in ss.5.16. All Revolving Credit Loans shall be made as LIBOR Loans, EURIBOR Loans or Base Rate Loans, at the requesting Borrower's option, subject to the contemporaneous application provisions of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing this Credit Agreement relative to LIBOR and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan DocumentsEURIBOR Loans. Prior to the Revolver Termination Date, Revolving Base Rate Loans may be repaid converted to LIBOR Loans or EURIBOR Loans; and reborrowed LIBOR Loans and EURIBOR Loans may be continued or converted to Base Rate Loans under the circumstances, and subject to the conditions, specified in ss.2.8. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by Borrowers that the Borrower conditions set forth in accordance with the provisions hereof. Notwithstanding the foregoingss.10 and ss.11, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed case of the Borrower constituting Senior Indebtednessinitial Revolving Credit Loans to be made on the Closing Date, and ss.11, in each the case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all other Revolving Credit Loans, have been satisfied on the date of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)such request.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds Commitments to be used for the payment purposes identified in subsection 2.5B. The original amount of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such each Revolving Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the L/C Obligations outstanding at such time, (ii) such Revolving Loan Commitments is $75,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. Each Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire on the Revolving Loan Commitment Termination Date and (iii) such 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; provided that each Revolving Lender's Revolving Loan Pro Rata Share Commitment shall expire immediately and without further action at the close of Swing Line business on January 16, 2001 if the Term Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the initial Revolving Loans which are outstanding not made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding the foregoingcontrary notwithstanding, in no event shall the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed Utilization of the Borrower constituting Senior Indebtedness, Revolving Loan Commitments at any time exceed the Revolving Loan Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Lender that has a Revolving Lender severally, and for itself alone, Loan Commitment severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Original Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Revolving Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate Revolving Loan Commitment Amount as of the Restatement Date is $25,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. Each Revolving Lender's ’s Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Commitment shall expire on the Revolving Loan Pro Rata Share of Swing Line Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, Revolving Loans and the Revolving Loan Commitments shall be subject to the following limitations in the event that amounts and during the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).periods indicated:

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant Subject to the terms and conditions of this Agreement Agreement, during the Commitment Period, the Lenders shall make a Revolving Loan or Revolving Loans to US Borrower or a Foreign Borrower in such amount or amounts as Administrative Borrower, through an Authorized Officer, may from time to time request, but not exceeding in aggregate principal amount at any time outstanding hereunder the Revolving Credit Commitment, when such Revolving Loans are combined with the Letter of Credit Exposure and the other Swing Line Exposure; provided that Borrowers shall not request any Alternate Currency Loan Documents(and the Lenders shall not be obligated to make an Alternate Currency Loan) if, after giving effect thereto, the Alternate Currency Exposure would exceed the Alternate Currency Maximum Amount). Prior Borrowers shall have the option, subject to the Revolver Termination terms and conditions set forth herein, to borrow Revolving Loans, maturing on the last day of the Commitment PeriodRevolving Credit Maturity Date, Revolving by means of any combination of Base Rate Loans, Eurodollar Loans may be repaid and reborrowed by or Alternate Currency Loans. With respect to each Alternate Currency Loan, US Borrower or the Borrower in accordance with the provisions hereof. Notwithstanding the foregoingappropriate Foreign Borrower, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence as applicable, shall receive all of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by such Alternate Currency Loan in one Alternate Currency and repay such Alternate Currency Loan in the Borrower same Alternate Currency. Subject to repurchasethe provisions of this Agreement, prepayBorrowers shall be entitled under this Section 2.2(a) to borrow Revolving Loans, redeem repay the same in whole or otherwise extinguish in part and re-borrow Revolving Loans hereunder at any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of time and from time to time during the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Commitment Period.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue to make loans lend to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such Maturity Date an aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.6A. The original amount of each Lender's Revolving Loan Commitment (including such Lender's share of the Existing Loans) and such Lender's Pro Rata Share is set forth opposite its name on Schedule 2.2 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments (including the Lenders' Revolving Loan Commitment to purchase the Existing Loans) is $200,000,000; provided, however, that 189 the Revolving Loan Commitments of the Lenders shall be adjusted from time and (iii) such to time to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 8.1; provided, further, that the amount of the Revolving Loan Commitments shall be automatically reduced by the amount of any reductions to the Revolving Loan Commitments made pursuant to subsection 2.5B. Each Lender's Revolving Loan Pro Rata Share Commitment shall expire on the Maturity 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 the Maturity Date. The proceeds of Revolving Loans may be applied to pay all or any amount of the principal of and interest on any one or more of the Swing Line Loans. The provisions of subsection 2.7B shall apply to such payments. Unless otherwise directed by Company in writing to the Agent, if Revolving Loans shall be made on the same day on which Swing Line Loans outstanding at such time. The Borrower and shall be repaid, the Revolving Lenders acknowledge Loans shall be made immediately before the making Swing Line Loans shall be repaid. To the extent that the proceeds of the Revolving Loans which are outstanding on to be applied to repay Swing Line Loans and other amounts in connection therewith, such proceeds shall not be paid to the Restatement Date Company and shall be applied by the Agent for such purpose. Anything contained in accordance with this Agreement to the terms of contrary notwithstanding, the Existing Credit Agreement and agree that such Revolving Loans and the Revolving Commitments shall continue to be outstanding pursuant subject to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event limitations that the Borrower repays Revolving Loans with proceeds from Total Utilization shall not exceed the Additional Term Loan and/or the issuance or incurrence least of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus Borrowing Base, (ii) the aggregate amount of the Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Loan Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of effect and (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1iii) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan title insurance pursuant to Title Policies delivered pursuant to subsections 2.10A(vi) and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w3.1F(v) minus and (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xivxiii).

Revolving Loans. Each Revolving Lender severally, (a) On the Closing Date and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after thereafter during the Restatement Date toAvailability Period, but not includingno more than once a month during the Availability Period, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding request a loan (a “Revolving Loan”) in an aggregate principal amount at any one time outstanding (giving effect not to exceed the total aggregate Revolving Loan Commitments of all Revolving Lenders by submitting a Borrowing Notice to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Administrative Agent in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant Section 2.01(c). Subject to the terms and conditions set forth herein, each Revolving Lender agrees severally, and not jointly, to make such Revolving Loan to the Borrower in a principal amount not to exceed its Revolving Loan Commitment. Any Revolving Loan requested under this Section 2.01 shall be made by the Revolving Lenders ratably in proportion to their respective share of this Agreement the aggregate Revolving Loan Commitments; provided that the disbursement of such Revolving Loan shall not result in the aggregate principal amount of the Revolving Loans outstanding at any time, after giving effect to such Revolving Loan, exceeding the lesser of (i) the total aggregate Revolving Loan Commitments of all Revolving Lenders and the other (ii) the Available Borrowing Base, after giving effect [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. to such Revolving Loan. Each Revolving Lender’s Revolving Loan DocumentsCommitment shall expire on the last day of the Availability Period after giving effect to any funding of such Revolving Lender’s Revolving Loan Commitment on such date. Prior to the Revolver Termination Date, The Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Base Rate Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)LIBO Rate Loans.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter --------------- limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original ------------ amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $275,000,000; 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 and (iii) such Revolving to time by the amount of any reductions thereto made pursuant to subsections 2.4A(ii). Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(i) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding in no event shall the foregoing, in Total Utilization of Revolving Loan Commitments at any time exceed the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence lesser of Indebtedness permitted by Section 5.2.2(w(y), the Borrower shall maintain a Total Available Revolving Commitment Loan Commitments then in an amount not less than effect and (iz) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Adjusted Borrowing Base Amount then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue to make revolving loans (each such loan a “Revolving Loan”) to the Borrower on a revolving basis in Dollars from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding Commitment Termination Date in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making aggregate amount of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments to be used in accordance with the terms of this Agreement. The originalAs of the Existing Credit Agreement First Amendment Effective Date, the amount of each Revolving Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 and agree the original Revolving Loan Commitment Amount is $2,000,000,000as of the First Amendment Effective Date is $2,200,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced or increased from time to time by the amount of any reductions or increases thereto made pursuant to subsections 2.4 or 2.10. Each Revolving Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and the Borrower hereby agrees that all Revolving Loans and all other Obligations of the Borrower then CHAR1\1732468v1CHAR1\1735441v5 outstanding shall be paid in full on the Revolving Loan Commitment Termination Date; provided, however, that Obligations in respect of the Term Loans shall continue to be outstanding pursuant to the terms paid as provided in subsections 2.4A(iv) and conditions of 2.2C. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(i) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitment Amount then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $20,000,000; 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 and (iii) such Revolving to time by the amount of any reductions thereto made pursuant to subsection 2.4B(ii). Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on January 12, 1997 if initial Term Loans which are outstanding not made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iv) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Loan and/or the issuance or incurrence lesser of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Revolving Loan Commitments then in effect and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Borrowing Base then in effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such timeaggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The aggregate original amount of the Revolving Loan Commitments is $475,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to (1) any increase in Revolving Loan Commitments pursuant to subsection 2.1A(iv), and (ii2) such 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 Revolving Lender's ’s Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Commitment shall expire on the Revolving Loan Pro Rata Share of Swing Line Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds Commitments to be used for the payment purposes identified in subsection 2.5B. The original amount of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such each Revolving Lender's Revolving Loan Pro Rata Share Commitment will be set forth in an allocation letter delivered to such Lender by CSFB and the aggregate original amount of the L/C Obligations outstanding at such time, (ii) such Revolving Loan Commitments is $20,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. Each Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire on the Revolving Loan Commitment Termination Date and (iii) such 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; provided that each Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire immediately and without further action on September 30, 2001 if the Term Loans outstanding at such timeare not made on or before that date. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Termination Date.

Revolving Loans. Each Revolving Lender severally(a) On the Closing Date, and for itself alone, agrees, on the terms and subject immediately prior to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not includingeffectiveness of this Agreement, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate outstanding principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making balance of the Revolving Loans which are outstanding (as defined in the Existing Credit Agreement) is $37,440,006.51 (the "Existing Revolving Loans"). Upon the effectiveness of this Agreement on the Restatement Date Closing Date, without the need for any further action by any of the parties, $15,000,000 of the Existing Revolving Loans (the "Reallocated Existing Revolving Loans") shall be recharacterized as a term loan pursuant to Section 2.14, but such recharacterization of the Reallocated Existing Revolving Loans shall not reduce the Revolver Commitments or the Maximum Revolver Amount. The portion of the Existing Revolving Loans in excess of the Reallocated Existing Revolving Loans, in the amount of $22,440,006.51 (the "Remaining Existing Revolving Loans") shall be continued and shall, for all purposes of this Agreement, constitute Revolving Loans hereunder owing to Lenders as if such Remaining Existing Revolving Loans had been made by Lenders to Borrowers hereunder. The Remaining Existing Revolving Loans shall be deemed allocated among the Lenders in accordance with their respective Pro Rata Shares, and to the terms of extent necessary to give effect hereto, the Existing Credit Agreement and Lenders agree that such Revolving Loans shall continue to be outstanding pursuant make inter-Lender settlement payments on the Closing Date or immediately thereafter. Subject to the terms and conditions of this Agreement Agreement, and during the other Loan Documents. Prior term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to the Revolver Termination Date, make revolving loans ("Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment Loans") to Borrowers in an amount at any one time outstanding not less than (i) to exceed the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).lesser of:

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue to make revolving loans (each such loan a “Revolving Loan”) to the Borrower on a revolving basis in Dollars requested by the Borrower from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding Commitment Termination Date in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making aggregate amount of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments to be used in accordance with the terms of this Agreement. The original amount of each Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 and the Existing Credit Agreement and agree original Revolving Loan Commitment Amount is $400,000,000; provided that the amount of the Revolving Loan Commitment of each Lender shall be adjusted to give effect to any assignment of such Revolving Loans shall continue to be outstanding Loan Commitment pursuant to Subsection 9.1B, shall be reduced from time to time by the terms amount of any reductions thereto made pursuant to Subsection 2.4 and conditions of this Agreement shall be increased as necessary to give effect to any increases thereto made pursuant to Subsection 2.10. Each Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and the other Loan Documents. Prior to the Revolver Termination Date, Borrower hereby agrees that all Revolving Loans and all other Obligations of the Borrower shall be paid in full no later than that date. Amounts borrowed under this Subsection 2.1A(i) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitment Amount then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving (A) Upon the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2, from and including the Closing Date and prior to the Termination Date, Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsthis Agreement, to continue to make revolving loans to the Borrower on from time to time, in Dollars either as Floating Rate Loans or Fixed-Rate Loans in a revolving basis Dollar Amount as the Borrower may from time to time from and after the Restatement Date torequest, but not including(each individually, a “Revolving Loan” and, collectively, the Revolver Termination Date“Revolving Loans”); provided, in its however, (i) at no time shall the Dollar Amount of the Revolving Credit Obligations exceed the Revolving Loan Pro Rata Share of such aggregate amount as Availability, or (ii) shall the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application proceeds of any Revolving Loan proceeds made by Lender be used to make any payment (other than for accrued interest) redemption, repurchase, retirement, defeasance or other acquisition for value of any Borrower Subordinated Debt. The Revolving Loans shall be used by the Borrower for the purpose of refinancing existing debt and for working capital and general corporate purposes. Subject to the payment terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any L/C Obligationstime prior to the Termination Date. The Revolving Loans made on the Closing Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.8 and subject to the other conditions and existing limitations therein set forth and set forth in this Article II and set forth in the definition of Interest Period. Revolving Loans made after the third (3rd) Business Day after the Closing Date shall be, Fxxxxxxx L/C Obligations or Swing Line Loans) at the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share option of the L/C Obligations outstanding at such timeBorrower, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date selected in accordance with Section 2.8, either Floating Rate Loans or Eurodollar Rate Loans. On the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment repay in an amount not less than (i) full the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed outstanding principal balance of the Borrower constituting Senior IndebtednessRevolving Loans. LaSalle Bank National Association April 20, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).2005 Page 28

Revolving Loans. Each The Existing Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans Credit Lenders made one or more advances to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect prior to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Closing Date in accordance with the terms of the Existing Credit Agreement and agree that (each such loan, to the extent outstanding on the Closing Date, an “Existing Revolving Loans shall continue to be outstanding pursuant Loan”). Subject to the terms and conditions of this Agreement set forth herein, each Revolving Credit Lender severally agrees (i) that all Existing Revolving Loans made by it in its capacity as an Existing Revolving Credit Lender shall be deemed to have been made pursuant hereto, and, from and after the other Loan Documents. Prior Closing Date shall be Revolving Loans hereunder and subject to and governed by the terms and conditions hereof, and (ii) to make Revolving Loans to the Revolver Termination DateBorrowers from time to time, Revolving Loans may be repaid and reborrowed by on any Business Day during the Borrower in accordance with the provisions hereof. Notwithstanding the foregoingAvailability Period, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an aggregate amount not less than to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the aggregate amount of Total Revolving Loans repaid with proceeds from Credit Outstandings shall not exceed the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus Revolving Credit Commitments, and (ii) the aggregate amount Outstanding Amount of the Revolving Loans incurred by of any Revolving Credit Lender, plus such Revolving Credit Lender’s Applicable Percentage of the Borrower after June 30Outstanding Amount of all L/C Obligations, 1995plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Commitment. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Borrowers may borrow under this Section 5.2.10(a)(xiv2.01(a), until the earlier to occur of (A) the repurchaseprepay under Section 2.05, prepayment and reborrow under this Section 2.01(a). Revolving Loans may be Base Rate Loans or conversion in full of all of the 8-7/8% Notes or (B) the repurchaseEurodollar Rate Loans, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)further provided herein.

Revolving Loans. Each (A) If on the Closing Date, any “Loans” made to the Company under (and as defined in) the Existing Credit Agreement remain outstanding (such outstanding revolving loans being hereinafter referred to as the “Previous Revolving Loans”), then the Borrower and each of the Lenders agree that on the Closing Date but subject to the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2 (as applicable, including the reallocation and other transactions described in Section 1.5), the Previous Revolving Loans shall be reevidenced as Revolving Loans under this Agreement and the terms of the Previous Revolving Loans shall be restated in their entirety and evidenced by this Agreement. Upon the satisfaction of the applicable conditions precedent set forth in Sections 5.1, 5.2 and 5.3, from and including the Closing Date and prior to the Termination Date, each Lender severally, severally and for itself alone, not jointly agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsthis Agreement, to continue to make revolving loans to the Borrower on a revolving basis Borrowers from time to time from and after the Restatement Date to, but not including, the Revolver Termination Datetime, in its Revolving Loan any Agreed Currency, in a Dollar Amount not to exceed such Lender’s Pro Rata Share of Revolving Credit Availability at such aggregate amount as time (each individually, a “Revolving Loan” and, collectively with each Previous Revolving Loan, if any, the Borrower may request“Revolving Loans”); provided, but not exceeding in an aggregate principal amount however, that, subject to Section 2.4(B), (i) at any one no time outstanding (giving effect to shall the contemporaneous application Dollar Amount of any the Revolving Loan proceeds to Credit Obligations exceed the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Aggregate Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, and (ii) at no time shall the Dollar Amount of any Lender’s Revolving Credit Exposure exceed such Revolving Lender's ’s Revolving Loan Pro Rata Share Commitment. Subject to the terms of Fxxxxxxx L/C Obligations this Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Termination Date. On the Termination Date, the Borrowers shall repay in full the outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making principal balance of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Loans.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter --------------- limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Revolving Loan Commitment Termination Date, Revolving Loans, to be used for the purposes identified in subsection 2.5C, provided that after giving effect to such Loans its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but Exposure shall not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan exceed its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments. The amount of each Lender's Revolving Loan Pro Rata Share Commitment on the Restatement Effective Date is set forth opposite its name in Schedule 2.1 annexed ------------ hereto and the aggregate amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments on the Restatement Effective Date is $50,000,000 less the aggregate amount of the Local Lines of Credit; provided that the Revolving Loan Commitments of the -------- Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; 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 subsection 2.4C; and (iii) such provided further that the amount of -------- ------- the Revolving Loan Commitments may be adjusted in accordance with subsection 2.9. Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(v) may be repaid and reborrowed by reborrowed, subject to the Borrower in accordance with limitations and conditions set forth herein, to but excluding the provisions hereofRevolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the foregoingcontrary, in no event shall the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each The Borrower shall repay the outstanding principal balance of the Revolving Lender severallyLoans, and for itself alone, agreesplus all accrued but unpaid interest thereon, on the terms Termination Date. The Borrower may prepay Revolving Loans at any time, and reborrow subject to the conditions hereinafter set forth and terms of this Agreement; provided, however, that with respect to any LIBOR Revolving Loans prepaid by the Borrower prior to the expiration date of the Interest Period applicable thereto, the Borrower promises to pay to the Agent for account of the Lenders the amounts described in reliance upon Section 5.4; provided, however, if at any time the representations and warranties set forth herein and prepayment of Loans pursuant to this Agreement would result, in the Borrower incurring breakage costs under Section 5.4 as a result of LIBOR Revolving Loans being prepaid other Loan Documentsthan on the last day of an Interest Period applicable thereto (the "Affected LIBOR Loans"), to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as then the Borrower may requestin its sole discretion initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of the Affected LIBOR Loans with the Bank of America or an Affiliate for the benefit of the Agent (which deposit, but after giving effect to interest to be earned on such deposit prior to the last day of the relevant Interest Periods, must be equal in amount to the amount of Affected LIBOR Loans not exceeding immediately prepaid) to be held as security for the obligations of the Borrower hereunder pursuant to an agreement to be entered into in form and substance reasonably satisfactory to the Agent, with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Loans that are LIBOR Revolving Loans (or such earlier date or dates as shall be requested by the Borrower), to repay an aggregate principal amount at any one time outstanding (giving effect of such Loans equal to the contemporaneous application of any Revolving Loan proceeds Affected LIBOR Loans not initially repaid pursuant to this sentence. Notwithstanding anything to the payment of any L/C Obligationscontrary contained in the immediately preceding sentence, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding all amounts deposited as cash collateral pursuant to the terms immediately preceding sentence shall be held for the sole benefit of the Lenders whose Loans would otherwise have been immediately repaid with the amounts deposited and conditions upon the taking of this Agreement and any action by the other Loan Documents. Prior Agent or the Lenders pursuant to the Revolver Termination Dateremedial provisions of Section 11, Revolving Loans may any amounts held as cash collateral pursuant to this Section 4.1 shall, subject to the requirements of applicable law, be repaid immediately applied to the relevant Loans. Following repayment of the relevant Loans, any remaining cash collateral will be returned to the Borrower. In addition, and reborrowed by without limiting the Borrower in accordance with the provisions hereof. Notwithstanding generality of the foregoing, in upon demand and no later than the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w)next Business Day following such demand, the Borrower shall maintain a Total Available Revolving Commitment in an amount not promises to pay to the Agent, for account of the Lenders, the amounts, without duplication, by which at any time (a) the Aggregate Revolver Outstanding exceeds the Availability (with Availability for purposes of this clause (a) calculated as if the Aggregate Revolver Outstandings were zero), and (b) the Availability is less than $50,000,000 (iwith Availability for purposes of this clause (b) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower calculated without regard to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xivMaximum Revolver Amount).

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant Subject to the terms and conditions of this Agreement Agreement, during the Commitment Period, each Bank shall make a Revolving Loan or Revolving Loans to Borrower in such amount or amounts as Borrower may from time to time request, but not exceeding in aggregate principal amount at any time outstanding hereunder the Total Commitment Amount, when such Revolving Loans are combined with the Swing Line Exposure. Borrower shall have the option, subject to the terms and conditions set forth herein, to borrow Revolving Loans, maturing on the last day of the Commitment Period, by means of any combination of (a) Base Rate Loans, (b) Eurodollar Loans, or (c) Alternate Currency Loans. With respect to each Alternate Currency Loan, subject to the other provisions of this Agreement, Borrower shall have the right to receive all of the proceeds of such Alternate Currency Loan Documentsin an Alternate Currency. Prior Each Alternate Currency Loan shall be made in a single Alternate Currency. Borrower shall pay interest on the unpaid principal amount of Base Rate Loans outstanding from time to time from the date thereof until paid at the Base Rate from time to time in effect. Interest on such Base Rate Loans shall be payable on the last day of each September, December, March and June of each year and at the maturity thereof. Borrower shall pay interest on the unpaid principal amount of each Fixed Rate Loan outstanding from time to time, fixed in advance on the first day of the Interest Period applicable thereto through the last day of the Interest Period applicable thereto (but subject to changes in the Applicable Margin), at the Derived Fixed Rate. Interest on such Fixed Rate Loans shall be payable on each Interest Adjustment Date (provided that if an Interest Period exceeds three (3) months, the interest must be paid every three (3) months, commencing three (3) months from the beginning of such Interest Period). At the request of Borrower to Agent, subject to the Revolver Termination notice and other provisions of Section 2.02 hereof, the Banks shall convert Base Rate Loans to Eurodollar Loans at any time and shall convert Eurodollar Loans to Base Rate Loans on any Interest Adjustment Date, . No Alternate Currency Loan may be converted to a Base Rate Loan or a Eurodollar Loan. The obligation of Borrower to repay Revolving Loans may made by each Bank pursuant to this Section 2.01A and to pay interest thereon shall be repaid and reborrowed evidenced by the a Revolving Note of Borrower in accordance with the provisions hereof. Notwithstanding form of Exhibit A hereto, payable to the foregoing, order of such Bank in the event that the Borrower repays principal amount of its Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w)Commitment, or, if less, the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate unpaid principal amount of Revolving Loans repaid with proceeds made hereunder by such Bank. Subject to the provisions of this Agreement, Borrower shall be entitled under this Section 2.01A to borrow funds, repay the same in whole or in part and re-borrow hereunder at any time and from time to time during the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Commitment Period.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds Commitments to be used for the payment purposes identified in subsection 2.5B. The original amount of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such each Revolving Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the L/C Obligations outstanding at such time, (iiRevolving Loan Commitments is $150,000,000; provided that the Revolving Loan Commitments of Revolving 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) such and 2.4B(iii). Each Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire on the Revolving Loan Commitment Termination Date and (iii) such 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; provided that each Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire immediately and without further action on April 30, 1997 if the Term Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding not purchased pursuant to the terms and conditions of Master Assignment Agreement on or before that date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iiiii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 8-7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant Subject to the terms and conditions of this Agreement and in reliance upon the other representations and warranties of the Loan Parties set forth in the Loan Documents. Prior , each Lender hereby severally agrees, subject to the Revolver limitations set forth below with respect to the maximum amount of Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Effective Date to but excluding the Commitment Termination DateDate an aggregate amount not at any time outstanding exceeding such Lender's Pro Rata Share of the aggregate amount of the Revolving Commitments to be used for the purposes identified in subsection 2.5A(i). The original amount of each Lender's Revolving Commitment is set forth opposite its name on Schedule 2.1 annexed hereto, and the aggregate original amount of the Revolving Commitments is $80,000,000; provided that the Revolving Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Commitments pursuant to subsection 10.1B; and provided further that the amount of the Revolving Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4A and 2.4B. Each Lender's Revolving Commitment shall expire on the Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than that date. Loans made by Lenders pursuant to this subsection 2.1A are described herein as "Revolving Loans." Amounts borrowed under this subsection 2.1A may be repaid and reborrowed by (subject to compliance with Section 4) to but excluding the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Termination Date.

Revolving Loans. Each Revolving Loan Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $25,000,000; provided that the Revolving Loan Commitments of Revolving Loan 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 (iii) such 2.4B(iii). Each Revolving Loan Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date; provided that each Revolving Loan Lender's Revolving Loan Commitment shall expire immediately and without further action on December 31, 1998 if the making of the Revolving initial Term Loans which are outstanding not made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such 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 Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such time the Revolving Loan Commitments is $17,500,000, provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to (a) any Revolving Loan Commitment increases pursuant to subsection 2.1A(iii) and (iiib) such Revolving Lender's any assignments of the Revolving Loan Pro Rata Share Commitments pursuant to subsection 10.1B; provided further, that the amount of Swing Line the Revolving Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4B(ii) and 2.4B(iii). Lenders' Revolving Loan Commitments shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date Loan Commitments shall be paid in accordance with the terms of the Existing Credit Agreement and agree full no later than that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding the foregoingcontrary notwithstanding, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) a portion of the aggregate amount Revolving Loan Commitments equal to the Required LOC Amount, as in effect from time to time, may only be used for issuance and maintenance of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus Phase I LOC, (ii) in no event shall the Total Utilization of Revolving Loan Commitments exceed an amount equal to the aggregate amount of Revolving Loan Commitments then in effect less the Debt Service Reserve Amount except for Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by to pay obligations hereunder and(iii) in no event shall the Borrower to repurchase, prepay, redeem or otherwise extinguish Total Utilization of Revolving Loan Commitments at any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of time exceed the Borrower constituting Senior Indebtedness, Revolving Loan Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Initial Funding Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such the aggregate amount as of the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds Commitments to be used for the payment purposes identified in subsection 2.5B. The original amount of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such each Revolving Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the L/C Obligations outstanding at such timeRevolving Loan Commitments is $250,000,000; provided that the Revolving Loan Commitments of the Revolving Lenders shall be adjusted to give effect (a) any Revolving Loan Commitment increases pursuant to subsection 2.1A(iv) and (b) to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, (iifurther 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, 2.4C(ii) such and 2.4C(iii). Each Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time Commitment shall expire on the Revolving Loan Commitment Termination Date and (iii) such 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; provided that each Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire immediately and without further action on December 1, 1999 if Tranche B Term Loans outstanding at such time. The Borrower and in the Revolving Lenders acknowledge the making full amount of the Tranche B Term Loan Commitments (without taking account of any increase permitted under subsection 2.1A(iv)) are not made on or before that date and provided further that no Revolving Loans which are outstanding on may be made prior to December 1, 1999 unless the Restatement Date in accordance with the terms entire amount of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions Tranche B Term Loan Commitment (without taking account of any increase permitted under subsection 2.1A(iv)) has been borrowed. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by up to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding the foregoingcontrary notwithstanding, in no event shall the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue to make loans lend to the Borrower on a revolving basis Station Borrowers from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Revolving Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the original Revolving Loan Commitment Amount is $5,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. Each Revolving Lender's ’s Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Commitment shall expire on the Revolving Loan Pro Rata Share of Swing Line Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date; provided that each Revolving Lender’s Revolving Loan Commitment shall expire immediately and without further action on March 31, 2005, if the making of Term Loans and the initial Revolving Loans which are outstanding not made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitment Amount then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severallyPrior to the Effective Date, and for itself aloneloans were previously made to the Borrower by the Lenders under the Prior Credit Agreement and, agrees, on subject to the terms and subject to the conditions hereinafter set forth hereof and in reliance relying upon the representations and warranties herein set forth forth, the parties hereto acknowledge and agree that, on the Effective Date, such loans shall be repaid with the proceeds of the hereinafter defined Revolving Loans in their entirety by, and the Revolving Loans shall be evidenced as Loans under this Agreement. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Revolving Lender agrees, severally and in the other Loan Documentsnot jointly, to continue to make loans advances in Dollars (each such advance, herein a “Revolving Loan”) to the Borrower on a revolving basis Borrower, at any time and from time to time from on and after the Restatement Effective Date to, but not including, and until the Revolver Termination Date, in its Revolving Loan Pro Rata Share earlier of the Maturity Date or the termination of the Commitment of such aggregate amount as the Borrower may requestRevolving Lender, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect not to exceed such Revolving Lender’s Commitment, subject, however, to the contemporaneous application condition that the Revolving Exposure of a Revolving Lender shall not exceed such Revolving Lender’s Commitment and the total Revolving Exposures of all Revolving Lenders shall not exceed the Total Commitment. Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Revolving Loans hereunder subject to the terms, conditions and limitations set forth herein. Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Revolving Lenders ratably in accordance with their Applicable Percentages; provided, however, that the failure of any Revolving Lender to make any Revolving Loan proceeds shall not in itself relieve any other Revolving Lender of its obligation to lend hereunder (it being understood, however, that no Revolving Lender shall be responsible for the payment failure of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable other Revolving Lender to make any Revolving Loan Commitment of required to be made by such Revolving Lender at such time minus (i) such other Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time). The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans comprising any Borrowing shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an aggregate principal amount which is an integral multiple of $1,000,000 and not less than $5,000,000 (i) or an aggregate principal amount equal to the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed remaining balance of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until Total Commitment less the earlier to occur of (A) the repurchase, prepayment or conversion in full total Revolving Exposure of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xivRevolving Lenders).

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $15,000,000; 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 2.4A(iii), 2.4B(ii) and (iii) such Revolving 2.4B(iii). Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date; PROVIDED that each Lender's Revolving Loan Commitment shall expire immediately and without further action on January 31, 2000 if the making of the Revolving Term Loans which are outstanding not made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Commitment Termination Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence limitation that in no event shall the Total Utilization of Indebtedness permitted by Section 5.2.2(w), Revolving Loan Commitments at any time exceed the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) lesser of the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan effect and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Borrowing Base.

Revolving Loans. Each Revolving (a) Lender severally, and for itself alone, agrees, on subject to all of the terms and subject conditions of this Agreement (including Paragraph 8 hereof), to make Revolving Loans under this Paragraph to Borrower prior to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Maturity Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding up to, but not exceeding, the lesser of (giving effect to i) the contemporaneous application of Revolving Commitment or (ii) the Borrowing Base then in effect. All funds advanced under any Revolving Loan proceeds shall be utilized by Borrower for working capital purposes, including without limitation, support or working capital needs resulting from Borrower's December 29, 1994 Parts Service Agreement with Sears, Roebxxx & Xo. Subject to the payment of conditions set forth in this Agreement, any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable such Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of repaid prior to the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Maturity Date in accordance with may be reborrowed pursuant to the terms of the Existing Credit Agreement this Agreement; provided, that any and agree that all such Revolving Loans shall continue be due and payable in full on the Maturity Date. Borrower and Lender agree that Chapter 15 of the Texas Credit Code shall not apply to this Agreement, the Revolving Note or any Loan obligation. The Revolving Loans shall be outstanding pursuant evidenced by the Revolving Note dated concurrently herewith executed by Borrower, payable to the terms and conditions order of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, Lender in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate original principal amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower $10,000,000.00. Lender shall in no event be obligated to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, fund more than one (1) the aggregate amount of Revolving Loan per each Business Day. The Revolving Loan proceeds received shall be made available to Borrower by the depositing them in an account designated by Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)maintained with Lender.

Revolving Loans. Each Lender with a Revolving Lender severally, and for itself alone, Loan Commitment severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower one or both Borrowers (on a revolving basis joint and several basis) from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Termination Date an aggregate amount not exceeding its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsections 2.5A and 2.5B. The original amount of each Lender's Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $100,000,000; 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 (iii) such Revolving 2.4B(iii). Each Lender's Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on August 31, 2002 if the making of the Revolving Tranche B Term Loans which are outstanding not made on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree or before that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date. The proceeds of each Revolving Loan shall be made available to Borrowers as directed by the Borrower in accordance either of them (with the provisions hereofproceeds to be used by one or both Borrowers as they may determine), it being understood and agreed that Borrowers shall be jointly and severally obligated with respect to each Revolving Loan for the repayment thereof and all amounts owing with respect thereto. Notwithstanding Anything contained in this Agreement to the foregoingcontrary notwithstanding, in no event shall the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis from time to time during the period from and after the Restatement Closing Date to, to but excluding the Final Maturity Date an aggregate amount outstanding at any time not including, exceeding the Revolver Termination Date, in lesser of the amount of its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan and its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Revolving Lender's ’s Revolving Loan Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is Twenty Million Dollars ($20,000,000); provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B and shall be reduced from time and (iii) such to time by the amount of any reductions thereto made pursuant to subsection 2.4. Each Revolving Lender's ’s Revolving Loan Pro Rata Share of Swing Line Commitment shall expire on the Final Maturity Date and all Revolving Loans outstanding at such time. The Borrower and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Lenders acknowledge the making Loan Commitments shall be paid in full no later than that date. Subject to reduction of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding Loan Commitments pursuant to the terms and conditions of subsection 2.4, amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(iii) may be repaid and reborrowed by to but excluding the Borrower Final Maturity Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject Prior to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Closing Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans Bank has made loans which are outstanding on the Restatement Date in accordance with the terms of as “Revolver Advances” pursuant to the Existing Credit Agreement and agree that such (the “Existing Revolving Loans shall continue to be outstanding pursuant Loans”). Subject to the terms and conditions of this Agreement Agreement, the Existing Revolving Loans shall remain outstanding as Revolving Loans hereunder and during the other Commitment Period, Bank shall make additional Revolving Loan Documentsor Revolving Loans to Borrower in such amount or amounts as Borrower may from time to time request, so long as such request would not cause or result in the Revolving Credit Exposure being in excess of the Revolving Borrowing Limit. Prior Borrower shall pay interest on the unpaid principal amount of each Revolving Loan outstanding from time to time, from the date thereof until paid, at the Adjusted LIBOR Rate. Interest on such Revolving Loans shall be payable on each Interest Adjustment Date with respect to an Interest Period. The obligation of Borrower to repay the Revolving Loans made by Bank and to pay interest thereon shall be evidenced by a Revolving Credit Note of Borrower substantially in the form of Exhibit A hereto, and payable to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, order of Bank in the event that principal amount of the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w)Credit Commitment, or, if less, the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate unpaid principal amount of Revolving Loans repaid with proceeds made hereunder. Subject to the provisions of this Agreement, Borrower shall be entitled under this Section 2.1A to borrow Revolving Loans, repay the same in whole or in part and reborrow hereunder at any time and from time to time during the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Commitment Period.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from From time to time from and after prior to June 30, 2015 or the Restatement Date to, but not including, the Revolver Termination Date, earlier termination in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making full of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding Commitment pursuant to the terms and conditions set forth herein (in either case, the "Termination Date"), and subject to all of the terms and conditions of this Agreement and Agreement, the other Loan Documents. Prior Company may obtain Loans ("Revolving Loans") from the Lender up to the Revolver Termination Dateamount of the outstanding Revolving Commitment, repay such Loans and reborrow hereunder; provided that no Revolving Loan shall be made if after giving effect to such Revolving Loan the aggregate principal amount of all outstanding Revolving Loans may plus the outstanding Letter of Credit Obligations would exceed the Revolving Commitment. Each advance of Revolving Loans shall be repaid and reborrowed in a minimum amount of $250,000 (subject to Section 3.01 in the case of Adjusted LIBOR Rate Loans). The Revolving Loans shall be evidenced by a single promissory note of the Borrower in accordance with Company (the provisions hereof. Notwithstanding the foregoing"Revolving Note" or "Note"), in the event that form of Exhibit 2.01 annexed hereto, payable to the Borrower repays order of the Lender. The Revolving Loans with proceeds from Note shall be executed by the Additional Term Loan and/or Company and delivered to the issuance or incurrence Lender prior to the initial Loans. Although the Revolving Note shall be expressed to be payable in the full amount of Indebtedness permitted by Section 5.2.2(w)the Revolving Commitment, the Borrower Company shall maintain a Total Available Revolving Commitment in an amount not less than (i) be obligated to pay only the aggregate principal amount of Revolving Loans repaid advanced to or for the account of the Company, together with proceeds interest on the unpaid balance of such Revolving Loans which remains outstanding from time to time, at the Additional Term Loan and/or rates and on the issuance dates specified herein or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) in the Revolving Note, together with the other amounts provided herein. The Company shall repay to the Lender on the Termination Date the aggregate principal amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or outstanding on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)such date.

Revolving Loans. Each Revolving Upon the satisfaction of the conditions precedent set forth in SECTIONS 5.1 and 5.2, from and including the date of this Agreement and prior to the Conversion Date, each Lender severally, severally and for itself alone, not jointly agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsthis Agreement, to continue to make loans Revolving Loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Datetime, in its Revolving Loan Dollars, in an amount not to exceed such Lender's Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding Credit Availability at such time; PROVIDED, (ii) such HOWEVER, at no time shall the Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Credit Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding exceed the Aggregate Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Conversion Date. The Borrower Revolving Loans made on the Closing Date shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in SECTION 2.8 and subject to the other conditions and limitations therein set forth and set forth in this ARTICLE II. On the Conversion Date, the Borrower's option to borrow and reborrow Revolving Lenders acknowledge Loans shall terminate, the making Aggregate Commitment shall be reduced to zero, the outstanding principal balance of the Revolving Loans which are outstanding shall be repaid in nine (9) equal consecutive quarterly installments of principal, payable on the Restatement Date in accordance with the terms last Business Day of each calendar quarter, commencing on September 30, 1998 and continuing thereafter until December 31, 2000, and a final installment of the Existing Credit Agreement and agree that such then outstanding principal balance of the Revolving Loans on the Termination Date. The Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans may be repaid and reborrowed permanently reduced by the Borrower in accordance with amount of each installment on the provisions hereofdate payment thereof is made hereunder. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full then outstanding principal balance of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal toRevolving Loans, if positiveany, (1) shall be due and payable on the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Termination Date.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant Subject to the terms and conditions of this Agreement Agreement, Bank agrees to make Revolving Loans to Borrower from time to time during the period from the date hereof to and including the other Loan Documents. Prior to the Revolver Termination Date; provided, however, that (1) no such Revolving Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in exceed an amount not less than which, when added to (i) the aggregate principal amount of all Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus to Borrower at such time outstanding, plus (ii) the aggregate undisbursed amount of Credits issued for the account of Borrower at such time outstanding, exceeds the Borrowing Base Amount then in effect. Within the limits set forth herein, Borrower may borrow from Bank hereunder, repay any and all such Revolving Loans incurred as hereinafter provided and reborrow hereunder. Borrower's obligation to repay the Revolving Loans made by Bank shall be evidenced by a master promissory note of Borrower (said promissory note being herein referred to as the "Revolving Note"), payable to the order of Bank in the principal sum of $8,000,000.00 or such other or lesser amount as may be reflected from time to time on the on the books and records of Bank as evidencing the aggregate unpaid principal balance of loan advances made to Borrower, with a final maturity of August 1, 1998, and bearing interest at the rate or rates from time to time in effect pursuant to the terms of Article V hereof (it being understood and agreed that the Revolving Note executed and delivered to Bank by Borrower has been given in renewal and extension, but not in extinguishment of, the indebtedness of Borrower under the promissory note of Borrower dated July 19, 1996, issued pursuant to the Original Agreement, as modified by the Allonge to Promissory Note dated as of December 4, 1996 by Borrower after June 30, 1995, and accepted by Bank). Interest on the proceeds Revolving Note shall be payable in accordance with the terms of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)5.2 hereof.

Revolving Loans. Each Revolving Lender severally, and for itself alone, severally agrees, on the terms and subject to the conditions hereinafter limitations set forth and in reliance upon below with respect to the representations and warranties set forth herein and in the other Loan Documentsmaximum amount of Revolving Loans permitted to be outstanding from time to time, to continue lend to make loans to the Borrower on a revolving basis Company from time to time during the period from and after the Restatement Closing Date to, to but not including, excluding the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such Conversion Date an aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan its Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such 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 Pro Rata Share Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of Fxxxxxxx L/C Obligations outstanding at such the Revolving Loan Commitments is $25,000,000; 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 (iii) such Revolving 2.4B(iii). Each Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and Commitment shall convert on the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Loan Conversion Date in accordance with the terms of the Existing Credit Agreement and agree that such all Revolving Loans shall continue be converted to be outstanding pursuant to a Converted Term Loan; provided that each Lender's Revolving Loan Com- mitment shall expire immediately and without further action at 11:59 P.M. (New York City time) on December 22, 1997 if the terms and conditions of AXELs are not made on or before that date. Amounts borrowed under this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, Revolving Loans subsection 2.1A(ii) may be repaid and reborrowed by to but excluding the Borrower Revolving Loan Conversion Date. Anything contained in accordance with this Agreement to the provisions hereof. Notwithstanding contrary notwithstanding, the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from and the Additional Term Revolving Loan and/or Commitments shall be subject to the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), limitation that in no event shall the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount Utilization of Revolving Loans repaid with proceeds from Loan Commitments at any time exceed the Additional Term Revolving Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, Commitments then in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)effect.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on On the terms and subject to the conditions hereinafter set forth in this Agreement, and in reliance upon provided there does not then exist a Default or an Event of Default, the representations and warranties set forth herein and in the other Loan Documents, to continue Lender agrees to make revolving loans (such loans are collectively called “Revolving Loans” and individually called a “Revolving Loan”) to the Borrower on a revolving basis from time to time from on and after the Restatement Closing Date to, but not including, and prior to the Revolver Credit Termination Date, in its Revolving Loan Pro Rata Share so long as the aggregate amount of such aggregate amount as advances outstanding at any time to the Borrower may request, but do not exceeding in an aggregate principal amount at any one time outstanding exceed the lesser of: (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loansi) the applicable Maximum Revolving Loan Commitment of such Revolving Lender Facility at such time minus (iany reserves established by the Lender pursuant to Section 2.1(b) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, hereof and (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding the Borrowing Base at such time and (iiiminus any reserves established by the Lender pursuant to Section 2.1(b) such Revolving Lender's Revolving Loan Pro Rata Share hereof, in each case, if at any time applicable, minus all Letter of Swing Line Loans outstanding at such timeCredit Obligations. The Borrower shall have the right to repay and the Revolving Lenders acknowledge the making reborrow any of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms without premium or penalty (subject to Section 3.4 hereof); provided, however, that it shall be a condition precedent to any reborrowing that as of the Existing Credit Agreement and agree that date of any reborrowing (any such Revolving Loans shall continue date herein called a “Reborrowing Date”) all of the conditions to be outstanding pursuant to the terms and conditions borrowing set forth in Section 5.1 of this Agreement shall be satisfied and the other Loan Documentsall representations and warranties made herein shall be true and correct in all material respects as of such Reborrowing Date. Prior The Lender’s commitment hereunder to the Revolver Termination Date, make Revolving Loans may be repaid and reborrowed by is hereinafter called the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays “Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf Commitment.” The payment obligations of the Borrower to repurchase or prepay the 8-7/8% Notes Lender hereunder are and shall be joint and several as permitted by provided in Section 5.2.10(a)(xiv)12.21 hereof.

Revolving Loans. Each Revolving The Lender severallyshall, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions of set forth in this Agreement Agreement, and upon the other Loan Documents. Prior Borrower's request from time to time, make revolving loans (the "Revolving Loans") to the Revolver Termination DateBorrower up to the limits of the Availability. The Lender, in its discretion, may elect to exceed the limits of the Availability on one or more occasions, but if it does so, the Lender shall not be deemed thereby to have changed the limits of the Availability or to be obligated to exceed the limits of the Availability on any other occasion. If the unpaid balance of the Revolving Loans may be repaid and reborrowed by exceeds the Borrower in accordance Availability (with Availability for this purpose determined as if the provisions hereof. Notwithstanding amount of the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(wwere zero), then the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Lender may refuse to make or otherwise restrict Revolving Loans repaid with proceeds from on such terms as the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Lender determines until such excess has been eliminated. The Borrower may request Revolving Loans incurred either orally or in writing, provided, however, that each such request with respect to Reference Rate Loans shall be made no later than 1:00 p.m. (Los Angeles, California time). Each oral request for a Revolving Loan shall be conclusively presumed to be made by the Borrower after June 30, 1995, the proceeds of which are used a person authorized by the Borrower to repurchasedo so and the crediting of a Revolving Loan to the Borrower's deposit account, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of transmittal to such Person as the Borrower constituting Senior Indebtednessshall direct, in each case as permitted by Section 5.2.10(a)(xiv), until shall conclusively establish the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf obligation of the Borrower to repurchase repay such Revolving Loan. The Lender will charge all Revolving Loans and other Obligations to a loan account of the Borrower maintained with the Lender. All fees, commissions, costs, expenses, and other charges due from the Borrower pursuant to the Loan Documents, and all payments made and out-of-pocket expenses incurred by Lender and authorized to be charged to the Borrower pursuant to the Loan Documents, will be charged as Revolving Loans to the Borrower's loan account as of the date due from the Borrower or prepay the 8-7/8% Notes date paid or incurred by the Lender, as permitted by Section 5.2.10(a)(xiv)the case may be.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant Subject to the terms and conditions of this Agreement set forth herein, the Bank agrees to make loans (individually, a “Revolving Loan” and collectively, the “Revolving Loans”) to the City from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time the Available Commitment; provided, however, that after giving effect to any Borrowing, the Total Outstandings shall not exceed the Revolving Commitment, subject to any reductions thereof pursuant to the terms hereof. Subject to the other terms and conditions hereof, the City may borrow under this Section 2.01, prepay under Section 2.03, and reborrow under this Section 2.01. The City may elect that any Revolving Loan Documents. Prior be either a Tax-Exempt Revolving Loan pursuant to the Revolver Termination DateTax-Exempt Revolving Loan Commitment or a Taxable Revolving Loan pursuant to the Taxable Revolving Loan Commitment. A Tax-Exempt Revolving Loan will bear interest at the Tax-Exempt Fixed Rate or the Tax-Exempt Floating Rate. A Taxable Revolving Loan will bear interest at the Taxable Fixed Rate or Taxable Floating Rate. In the event the Bank shall specify an alternate rate index as described in the definitions of [LIBOR Index or Floating Rate], Revolving Loans may the City shall use its best efforts to provide an Approving Opinion. If the City shall be repaid and reborrowed by unable to do so, the Borrower in accordance with applicable rate shall convert to a Taxable Fixed Rate or Taxable Floating Rate, as applicable, as of the provisions hereofeffective date of such alternate rate index. Notwithstanding the foregoing, in the event City shall not take any action that would cause a Borrowing to utilize the Taxable Loan Commitment unless it shall deliver to the Bank an opinion of Bond Counsel that the Borrower repays Revolving Loans with proceeds from Ordinance has been amended to authorize the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed use of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Taxable Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Commitment.

Revolving Loans. Each Revolving Lender severally, Subject to and for itself alone, agrees, on upon the terms provisions of this Agreement and subject to the conditions hereinafter set forth and in reliance relying upon the representations and warranties herein set forth herein forth, the Bank agrees at any time and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time to make loans (each a “Revolving Loan” or “Loan” and collectively the “Revolving Loans” or “Loans”) to the Borrowers from and after the Restatement date hereof until the earlier of the Revolving Credit Expiration Date to(as hereinafter defined) or the date on which this revolving credit facility (the “Revolving Credit Facility”) is terminated pursuant to Section 7.1 hereof (whichever first occurs), but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding not to exceed the Revolving Credit Amount (giving effect as hereinafter defined). As used herein, the term “Revolving Credit Expiration Date” means November 1, 2013, as such date may be changed or extended from time to time pursuant to Section 8.2 hereof, and the term “Revolving Credit Amount” means the amount of $7,500,000 as such amount may be reduced at any time and from time to time pursuant to this Agreement or as such amount may be increased or decreased at any time and from time to time pursuant to this Agreement. In no event shall the Bank be obligated to make a Revolving Loan hereunder if an Event of Default (as hereinafter defined) shall have occurred and be continuing. Unless sooner terminated pursuant to the contemporaneous application provisions of this Agreement, this Revolving Credit Facility and the obligation of the Bank to make Revolving Loans hereunder shall automatically terminate on the Revolving Credit Expiration Date without further action by, or notice of any Revolving Loan proceeds kind from, the Bank. Within the limitations set forth herein and subject to the payment provisions of any L/C Obligationsthis Agreement, Fxxxxxxx L/C Obligations or Swing Line Loans) the applicable Borrowers may borrow, repay and reborrow under this Revolving Loan Commitment of such Credit Facility. The fact that there may be no Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and any particular time shall not affect the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions continuing validity of this Agreement and Agreement. For the other Loan Documents. Prior purposes of this Agreement, each reference to the Revolver Termination Date, a “Loan” or a “Revolving Loans may Loan” shall be repaid and reborrowed by the Borrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence deemed to also refer to a “Letter of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv)Credit”.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations, Fxxxxxxx L/C Obligations or Swing Line Loansa) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time, (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Fxxxxxxx L/C Obligations outstanding at such time and (iii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant Subject to the terms and conditions of this Agreement and the Related Agreements, and in reliance upon the warranties and representations of Borrower set forth herein and the warranties and representations of Borrower and each other Loan Documents. Prior Obligor set forth in the Related Agreements, each Lender, severally and not jointly, agrees to make its Pro Rata Share of such loans or advances (individually each a "Revolving Loan" and collectively the Revolver "Revolving Loans") from time to time before the Termination DateDate to Borrower as Borrower may from time to time request; provided, that Agent may, but shall not be obligated to, make such Revolving Loans may be repaid and reborrowed by to Borrower on behalf of Lenders as a "Disproportionate Advance" (as defined below); provided further, that, except as provided in Section 2.8, the Borrower in accordance with aggregate outstanding principal amount of the provisions hereof. Notwithstanding the foregoing, in the event that the Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w), the Borrower shall maintain a Total Available Revolving Commitment in an amount not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to repurchase, prepay, redeem or otherwise extinguish any 8- 7/8% Notes, any 12-1/8% Subordinated Debentures or any Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of (A) the repurchase, prepayment or conversion in full of all of the 8-7/8% Notes or (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the Borrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid made by or on behalf of Lenders shall not at any time exceed the Revolving Loan Availability. Revolving Loans made by or on behalf of Lenders may be repaid and, subject to the terms and conditions hereof, reborrowed to but not including the Termination Date unless the Credit extended under this Agreement is otherwise terminated as provided in this Agreement. No Lender shall be obligated at any time to make available to Borrower its Pro Rata Share of any requested Revolving Loan if such amount, plus its Pro Rata Share of all Revolving Loans then outstanding, would exceed such Lender's Maximum Loan Amount at such time. No Lender shall be obligated to repurchase make available its Pro Rata Share of any Revolving Loans during the occurrence of any Event of Default or prepay Unmatured Event of Default; provided that notwithstanding the 8-7/8% Notes as permitted foregoing or anything contained herein to the contrary, regardless of whether an Event of Default or an Unmatured Event of Default exists, each Lender shall, at the request of Agent, continue to be obligated to make its Pro Rata Share of the Revolving Loans available to Borrower for a period of up to five (5) Banking Days, but in any event, no Lender shall be obligated at any time to make available to Borrower its Pro Rata Share of any such requested Revolving Loan if such amount, plus its Pro Rata Share of all Revolving Loans then outstanding, would exceed such Lender's Maximum Loan Amount at such time. Neither Agent nor any Lender shall be responsible for any failure by Section 5.2.10(a)(xiv).any other Lender to perform its obligations to make advances hereunder, and the failure of any Lender to make its Pro Rata Share of any advance hereunder shall not relieve any other Lender of its obligation, if any, to make its Pro Rata Share of Loans hereunder, nor require such other Lender to make more than its Pro Rata Share of any