Common use of The Commitments Clause in Contracts

The Commitments. (a) Each Bank severally agrees, on the terms and subject to the conditions hereinafter set forth, to make revolving credit loans (each such loan, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount that will not result in (i) such Bank’s Outstanding Extensions of Credit exceeding such Bank’s Commitment or (ii) the Total Outstanding Extensions of Credit exceeding the Total Commitments; provided that no Revolving Loan shall be made as a Eurodollar Rate Loan with an Interest Period ending after the Termination Date. (b) Each Revolving Borrowing shall be denominated in Dollars and shall consist of Revolving Loans of the same Type made on the same day by the Banks ratably according to their respective Revolving Percentages. Each Revolving Borrowing of Eurodollar Rate Loans by the Borrower shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided that no more than ten Eurodollar tranches shall be outstanding at any time. Each Revolving Borrowing of ABR Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. Within the limits of the applicable Commitments, the Borrower may borrow, prepay pursuant to Section 4.6 and reborrow Revolving Loans under this Section 2.1. The principal amount outstanding on the Revolving Loans and all other amounts accrued hereunder shall be due and payable on the Termination Date, together with accrued and unpaid interest thereon.

The Commitments. (a) Each Bank severally agrees, on the terms and subject to the conditions hereinafter set forth, to make revolving credit loans (each such loan, a “Revolving Loan”) Loans to the Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount that will not result in outstanding, which, when added to such Bank’s Revolving Percentage of the sum of (i) such Bank’s Outstanding Extensions of Credit exceeding such Bank’s Commitment or then outstanding L/C Obligations and (ii) the Total Outstanding Extensions then outstanding principal amount of Credit exceeding the Total CommitmentsSwingline Loans, does not exceed at any time such Bank’s Commitment; provided that no Revolving Loan shall be made as a Eurodollar LIBOR Rate Loan with an Interest Period ending after the Termination Date; and provided, further, that in no event shall the Total Outstanding Extensions of Credit at any time exceed the Total Commitments at such time. (b) Each Revolving Borrowing by the Borrower shall be denominated in Dollars an aggregate principal amount not less than $10,000,000 (in the case of LIBOR Rate Loans) or $5,000,000 (in the case of ABR Loans), or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Banks ratably according to their respective Revolving Percentages. Each Revolving Borrowing of Eurodollar Rate Loans by the Borrower Swingline Loan shall be in an aggregate principal amount of that is equal to $5,000,000 500,000 or an integral a whole multiple of $1,000,000 in excess thereof; provided that no more than ten Eurodollar tranches shall be outstanding at any time. Each Revolving Borrowing of ABR Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 100,000 in excess thereof. Within the limits of the applicable Commitments, the Borrower may borrow, prepay pursuant to Section 4.6 and reborrow Revolving Loans under this Section 2.1. The principal amount outstanding on the Revolving Loans and all other amounts accrued hereunder shall be due and payable on the Termination Date, together with accrued and unpaid interest thereon.

The Commitments. (a) Each Bank severally agrees, on the terms and subject to the conditions hereinafter set forth, to make revolving credit loans (each such loan, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount that will not result in (i) such Bank’s Outstanding Extensions of Credit exceeding such Bank’s Commitment or (ii) the Total Outstanding Extensions of Credit exceeding the Total Commitments; provided that no Revolving Loan shall be made as a Eurodollar Rate SOFR Loan with an Interest Period ending after the Termination Date. (b) Each Revolving Borrowing shall be denominated in Dollars and shall consist of Revolving Loans of the same Type made on the same day by the Banks ratably according to their respective Revolving Percentages. Each Revolving Borrowing of Eurodollar Rate SOFR Loans by the Borrower shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided that no more than ten Eurodollar tranches SOFR Tranches shall be outstanding at any time. Each Revolving Borrowing of ABR Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. Within the limits of the applicable Commitments, the Borrower may borrow, borrow and prepay Loans pursuant to Section 4.6 and reborrow Revolving Loans under this Section 2.1. The principal amount outstanding on the Revolving Loans and all other amounts accrued hereunder shall be due and payable by the Borrower on the Termination Date, together with accrued and unpaid interest thereon.

The Commitments. (a) Each Bank severally agrees, on the terms and subject to the conditions hereinafter set forth, to make revolving credit loans (each such loan, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount that will not result in (i) such Bank’s Outstanding Extensions of Credit exceeding such Bank’s Commitment or (ii) the Total Outstanding Extensions of Credit exceeding the Total Commitments; provided that no Revolving Loan shall be made as a Eurodollar Rate SOFR Loan with an Interest Period ending after the Termination Date; provided, further, that the Borrower shall ensure that no Loan shall be outstanding for more than 365 consecutive days. (b) Each Revolving Borrowing shall be denominated in Dollars and shall consist of Revolving Loans of the same Type made on the same day by the Banks ratably according to their respective Revolving Percentages. Each Revolving Borrowing of Eurodollar Rate SOFR Loans by the Borrower shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided that no more than ten Eurodollar tranches SOFR Tranches shall be outstanding at any time. Each Revolving Borrowing of ABR Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. Within the limits of the applicable Commitments, the Borrower may borrow, borrow and prepay Loans pursuant to Section 4.6 and reborrow Revolving Loans under this Section 2.1. The principal amount outstanding on the Revolving Loans and all other amounts accrued hereunder shall be due and payable by the Borrower on the Termination Date, together with accrued and unpaid interest thereon.

The Commitments. (a) Each Bank severally agrees, on the terms and subject to the conditions hereinafter set forth, to make revolving credit loans (each such loan, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount that will not result in (i) such Bank’s Outstanding Extensions of Credit exceeding such Bank’s Commitment or (ii) the Total Outstanding Extensions of Credit exceeding the Total Commitments; provided that no Revolving Loan shall be made as a Eurodollar Rate Loan with an Interest Period ending after the Termination Date. (b) Each Revolving Borrowing shall be denominated in Dollars and shall consist of Revolving Loans of the same Type made on the same day by the Banks ratably according to their respective Revolving Percentages. Each Revolving Borrowing of Eurodollar Rate Loans by the Borrower shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided that no more than ten Eurodollar tranches shall be outstanding at any time. Each Revolving Borrowing of ABR Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. Within the limits of the applicable Commitments, the Borrower may borrow, prepay pursuant to Section 4.6 and reborrow Revolving Loans under this Section 2.1. The principal amount outstanding on the Revolving Loans and all other amounts accrued hereunder shall be due and payable on the Termination Date, together with accrued and unpaid interest thereon.

The Commitments. (a) Each Bank severally agrees, on the terms and subject to the conditions hereinafter set forth, to make revolving credit loans (each such loan, a “Revolving Loan”) Loans to the Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount that will not result in outstanding, which, when added to such Bank’s Revolving Percentage of the sum of (i) such Bank’s Outstanding Extensions of Credit exceeding such Bank’s Commitment or then outstanding L/C Obligations and (ii) the Total Outstanding Extensions then outstanding principal amount of Credit exceeding the Total CommitmentsSwingline Loans, does not exceed at any time such Bank’s Commitment; provided that no Revolving Loan shall be made as a Eurodollar LIBOR Rate Loan with an Interest Period ending after the Termination Date; and provided, further, that in no event shall the Total Outstanding Extensions of Credit at any time exceed the Total Commitments at such time. (b) Each Revolving Borrowing by the Borrower shall be denominated in Dollars an aggregate principal amount not less than $10,000,000 (in the case of LIBOR Rate Loans) or $5,000,000 (in the case of ABR Loans), or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Loans of the same Type made on the same day by the Banks ratably according to their respective Revolving Percentages. Each Revolving Borrowing of Eurodollar Rate Loans by the Borrower Swingline Loan shall be in an aggregate principal amount of equal to $5,000,000 500,000 or an integral a whole multiple of $1,000,000 in excess thereof; provided that no more than ten Eurodollar tranches shall be outstanding at any time. Each Revolving Borrowing of ABR Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 100,000 in excess thereof. Within the limits of the applicable Commitments, the Borrower may borrow, prepay pursuant to Section 4.6 and reborrow Revolving Loans under this Section 2.1. The principal amount outstanding on the Revolving Loans and all other amounts accrued hereunder shall be due and payable on the Termination Date, together with accrued and unpaid interest thereon.

The Commitments. (a) Each Bank severally agrees, on Subject to the terms and conditions set forth in this Agreement, each Lender severally (and not jointly) agrees, during the Availability Period applicable to such Lender (i) to make, Convert and Continue Dollar Loans to the Company as the Company may request, and (ii) to make and Continue Foreign Currency Loans to the Company or any Foreign Borrower as the Company or such Foreign Borrower may request; provided, however, that in each case: (A) for any Lender, the sum of (1) the aggregate LC Exposure of such Lender, (2) the aggregate principal amount of all Dollar Loans made by such Lender, and (3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by such Lender, shall not exceed such Lender’s Commitment at any time, (B) the sum of (1) the aggregate LC Exposure of all Lenders, (2) the aggregate principal amount of all Dollar Loans made by all Lenders and (3) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders shall not exceed the combined Commitments at any time, and (C) the Equivalent Amount of the aggregate principal amount of all Foreign Currency Loans made by all Lenders shall not exceed the Foreign Currency Limit at any time. Subject to the foregoing and other terms and conditions hereof, Loans may be borrowed, prepaid and reborrowed as set forth herein without premium or penalty. The Borrower may Convert a Dollar LIBOR Loan to a Base Rate Loan or a Base Rate Loan to a Dollar LIBOR Loan upon request, subject to the terms and conditions hereinafter set forth, of this Agreement. The Borrower may not Convert a Dollar Loan to make revolving credit loans (each such loana Foreign Currency Loan, a “Revolving Loan”) Foreign Currency Loan to a Dollar Loan or a Loan in one Foreign Currency to a Loan in any other Foreign Currency. The available Commitments also may be utilized by the Borrower from time Company to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount that will not result in (i) such Bank’s Outstanding Extensions obtain Letters of Credit exceeding such Bank’s Commitment or (ii) the Total Outstanding Extensions of Credit exceeding the Total Commitments; provided that no Revolving Loan shall be made as a Eurodollar Rate Loan in accordance with an Interest Period ending after the Termination DateSection 2.11. (b) Each Revolving Borrowing Loans made by each Lender shall be denominated evidenced by one or more loan accounts or records maintained by such Lender in Dollars the Ordinary Course of Business. Upon the request of any Lender made through the Administrative Agent, such Lender’s Loans may be evidenced by one or more Notes, instead of or in addition to loan accounts. (Each such Lender may endorse on the schedules annexed to its Note the date, amount and maturity of its Loans and payments with respect thereto.) Such loan accounts, records or Notes shall consist of Revolving Loans be conclusive absent manifest error of the same Type made on the same day by the Banks ratably according to their respective Revolving Percentages. Each Revolving Borrowing of Eurodollar Rate Loans by the Borrower shall be in an aggregate principal amount of $5,000,000 such Loans and payments thereon. Any failure so to record or an integral multiple any error in doing so shall not, however, limit or otherwise affect the obligation of $1,000,000 in excess thereof; provided that any Credit Party to pay any amount owing with respect to the Loans. (c) Unless the Administrative Agent and the Requisite Lenders otherwise consent, Loans with no more than ten Eurodollar tranches 15 different Interest Periods shall be outstanding at any one time. Each Revolving Borrowing ; provided that for the purposes of ABR this sentence only, “Loans” shall mean all Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. Within the limits of the applicable Commitments, the Borrower may borrow, prepay pursuant to Section 4.6 and reborrow Revolving Loans outstanding under this Section 2.1. The principal amount outstanding on the Revolving Loans and all other amounts accrued hereunder shall be due and payable on the Termination Date, together with accrued and unpaid interest thereonAgreement.

The Commitments. (a) Each Bank severally agrees, on the terms and subject to the conditions hereinafter set forth, to make revolving credit loans a loan (each such loan, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount that will not result in (i) such Bank’s Outstanding Extensions of Credit exceeding such Bank’s Commitment or (ii) the Total Outstanding Extensions of Credit exceeding the Total Commitments; provided that no Revolving Loan shall be made as a Eurodollar Rate Loan with an Interest Period ending after the Termination Maturity Date. Each Bank’s Commitment shall automatically terminate upon funding of the Loans to be made by it on the date hereof. Any Loan that is repaid may not be reborrowed. (b) Each Revolving Borrowing shall be denominated in Dollars and shall consist of Revolving Loans of the same Type made on the same day by the Banks ratably according to their respective Revolving Loan Percentages. Each Revolving Borrowing of Eurodollar Rate Loans by the Borrower shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided that no more than ten Eurodollar tranches Tranches shall be outstanding at any time. Each Revolving Borrowing of ABR Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. Within the limits of the applicable Commitments, the Borrower may borrow, borrow and prepay pursuant to Section 4.6 and reborrow Revolving Loans under this Section 2.14.5. The principal amount outstanding on the Revolving Loans and all other amounts accrued hereunder shall be due and payable on the Termination Date, together with accrued and unpaid interest thereon.

The Commitments. (a) Each Bank severally agrees, on Subject to the terms and subject to conditions hereof and in reliance upon the conditions hereinafter set forthwarranties of the Borrower herein, each Bank agrees, severally and not jointly, to make revolving credit loans (each such loaneach, a “"Revolving Loan”" and, collectively, the "Revolving Loans") to the Borrower from time to time on any Business Day during the period from the Closing Date date hereof until the Termination Date Date, during which period the Borrower may repay and reborrow in an accordance with the provisions hereof, provided, that the aggregate unpaid principal amount that will of all Revolving Loans of all Banks and the aggregate Letter of Credit Obligations outstanding shall not result in exceed at any time the lesser of (i) such Bank’s Outstanding Extensions the Commitments of Credit exceeding such Bank’s Commitment all Banks, or (ii) the Total Outstanding Extensions sum of Credit exceeding the Total Commitments; provided that no Borrowing Base plus the Overadvance Amount, determined as of the most recent monthly Borrowing Base Certificate delivered by the Borrower to the Agent. The Revolving Loans shall be made by the Banks on a pro rata basis, calculated for each Bank based on its Percentage. Each Loan shall be made as in a Eurodollar Rate Loan with minimum amount of $100,000 or in an Interest Period ending after the Termination Dateintegral multiple of $100,000 above such amount. (b) Each Revolving Borrowing shall be denominated in Dollars and shall consist In the event that the average excess of (i) the aggregate unpaid principal amount of all Revolving Loans of all Banks and the same Type made on aggregate Letter of Credit Obligations outstanding, over (ii) the same day by the Banks ratably according to their respective Revolving Percentages. Each Revolving Borrowing of Eurodollar Rate Loans by the Borrower Base, shall be equal to or greater than $10,000,000 for any period of two consecutive Fiscal Quarters, an amount of the Loans not less than such average excess, and equal to the Loans borrowed for purposes of financing capital expenditures or acquisitions during the preceding four Fiscal Quarters shall be converted into a fully-amortizing term loan (the "Term Loan") with amortization rate of no greater than 6 years and a final maturity date of the Termination Date (which shall require a balloon payment). Upon such conversion, (x) the Overadvance Amount shall (as provided in an aggregate the definition thereof) be reduced to $0, (y) the proceeds of the Term Loan shall be applied to the extent necessary to the concurrent payment in full of the principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided that no more than ten Eurodollar tranches shall be outstanding at any time. Each Revolving Borrowing of ABR Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. Within the limits of the applicable Commitments, the Borrower may borrow, prepay pursuant to Section 4.6 and reborrow Revolving Loans under this Section 2.1. The principal amount outstanding on the Revolving Loans date of such conversion, and all other amounts accrued hereunder (z) the Commitments shall be due and payable on deemed to be reduced by the Termination Dateamount of such Term Loan (ratably, together with accrued and unpaid interest thereonfor all Banks).

The Commitments. (a) Each Bank severally agrees, on the terms and subject to the conditions hereinafter set forth, to make revolving credit loans (each such loan, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date until the Commitment Termination Date in an aggregate principal amount that will not result in (i) such Bank’s Outstanding Extensions of Credit exceeding such Bank’s Commitment or (ii) the Total Outstanding Extensions of Credit exceeding the Total Commitments; provided that, for purposes of this Section 2.1(a), any Commitments that were terminated as a result of the funding of the Loans related thereto (including in respect of Commitment Increases and Loan Increases) shall be included in calculating Bank’s Commitments and Total Commitments; provided further, that no Revolving Loan shall be made as a Eurodollar Rate SOFR Loan with an Interest Period ending after the Maturity Date. The portion of each Bank’s Commitment that exists on the Closing Date shall automatically terminate upon the funding of the Loans to be made by it prior to the Commitment Termination Date in respect of such Commitment; provided that all of each Bank’s Commitments shall terminate on the Commitment Termination Date. (b) Each Revolving Borrowing shall be denominated in Dollars and shall consist of Revolving Loans of the same Type made on the same day by the Banks ratably according to their respective Revolving Loan Percentages. Each Revolving Borrowing of Eurodollar Rate SOFR Loans by the Borrower shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided that no more than ten Eurodollar tranches SOFR Tranches shall be outstanding at any time. Each Revolving Borrowing of ABR Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. Within the limits of the applicable Commitments, the The Borrower may borrow, prepay Loans pursuant to Section 4.6 and reborrow Revolving Loans under this Section 2.14.6. The principal amount outstanding on the Revolving Loans (including Loans effected pursuant to a Commitment Increase or a Loan Increase) and all other amounts accrued hereunder shall be due and payable by the Borrower on the Termination Date, together with accrued and unpaid interest thereon.

The Commitments. (a) Each Bank severally agrees, on the terms and subject to the conditions hereinafter set forth, to make revolving credit loans a loan (each such loan, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount that will not result in (i) such Bank’s Outstanding Extensions of Credit exceeding such Bank’s Commitment or (ii) the Total Outstanding Extensions of Credit exceeding the Total Commitments; provided that no Revolving Loan shall be made as a Eurodollar Rate SOFR Loan with an Interest Period ending after the Termination Maturity Date. Each Bank’s Commitment shall automatically terminate upon funding of the Loans to be made by it on the Closing Date. Any Loan that is repaid may not be reborrowed. (b) Each Revolving Borrowing shall be denominated in Dollars and shall consist of Revolving Loans of the same Type made on the same day by the Banks ratably according to their respective Revolving Loan Percentages. Each Revolving Borrowing of Eurodollar Rate SOFR Loans by the Borrower shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided that no more than ten Eurodollar tranches three SOFR Tranches shall be outstanding at any time. Each Revolving Borrowing of ABR Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. Within the limits of the applicable Commitments, the The Borrower may borrow, prepay Loans pursuant to Section 4.6 and reborrow Revolving Loans under this Section 2.14.5. The principal amount outstanding on the Revolving Loans and all other amounts accrued hereunder shall be due and payable by the Borrower on the Termination Date, together with accrued and unpaid interest thereon.

The Commitments. (a) Each Bank severally agrees, on Subject to and upon the terms and subject to the conditions hereinafter set forthforth herein, each Bank with an A-1 Term Loan Commitment severally agrees to make revolving credit term loans (each an "A-1 Term Loan" and collectively, the "A-1 Term Loans") to GWR, which A-1 Term Loans shall (i) at the option of GWR, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Eurodollar Loans having such loanInterest Periods as are selected by GWR pursuant to Section 1.09, provided that prior to the Syndication Date, A-1 Term Loans may only be incurred and maintained as or converted into Eurodollar Loans if the Interest Period in respect of such Eurodollar Loans is a Pre-Syndication Interest Period, (ii) be made and maintained in Dollars, (iii) be made on two separate dates, with an aggregate amount of A-1 Term Loans to be made on the Initial Borrowing Date equal to (x) an amount equal to (A) the sum of the Total A-1 Term Loan Commitment plus the Total B-1 Term Loan Commitment minus (B) $61,500,000, multiplied by (y) a fraction the numerator of which is the Total A-1 Term Loan Commitment on the Effective Date and the denominator of which is the sum of the Total A-1 Term Loan Commitment and the Total B-1 Term Loan Commitment on the Effective Date, and an aggregate amount equal to the remainder of the A-1 Term Loans to be made on the Merger Date, provided that if 6,135,061 or more shares of Holdings Common Stock are tendered pursuant to the Tender Offer (and the Torque Credit Agreement terminates undrawn in accordance with its terms), then all A-1 Term Loans shall be made on the Initial Borrowing Date, and (iv) not exceed for any Bank, in initial aggregate principal amount, that amount which equals the A-1 Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, A-1 Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each German Bank with an A-2 Term Loan Commitment severally agrees to make on the Initial Borrowing Date a term loan or term loans (each an "A-2 Term Loan" and collectively, the "A-2 Term Loans") to GGH, which A-2 Term Loans shall (i) be made and maintained in Euros, (ii) be made and maintained only by German Banks, (iii) at the option of GGH, be incurred and maintained as, and/or converted into, one or more Borrowings of A-2 Loans having such Interest Periods as are selected by GGH pursuant to Section 1.09, provided that prior to the Syndication Date all A-2 Term Loans shall have Interest Periods which are Pre-Syndication Interest Periods, and (iv) not exceed for any German Bank, in initial aggregate principal amount, that amount which equals the A-2 Term Loan Commitment of such German Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, A-2 Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with an A-3 Term Loan Commitment severally agrees to make on a single date occurring on or within one Business Day following the Initial Borrowing Date a term loan or term loans (each an "A-3 Term Loan" and collectively, the "A-3 Term Loans") to GWH, which A-3 Term Loans shall (i) be made and maintained in Pounds Sterling, (ii) at the option of GWH, be incurred and maintained as, and/or converted into, one or more Borrowings of A-3 Term Loans having such Interest Periods as are selected by GWH pursuant to Section 1.09, provided that prior to the Syndication Date, all A-3 Term Loans shall have Interest Periods which are Pre-Syndication Interest Periods, and (iii) not exceed for any Bank, in initial aggregate principal amount, that amount which equals the A-3 Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, A-3 Term Loans incurred hereunder may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each Bank with a B-1 Term Loan Commitment severally agrees to make term loans (each a "B-1 Term Loan" and, collectively, the "B-1 Term Loans") to GWR, which B-1 Term Loans shall (i) be made and maintained in Dollars, (ii) at the option of GWR, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Eurodollar Loans having such Interest Periods as are selected by GWR pursuant to Section 1.09, provided that prior to the Syndication Date, B-1 Term Loans may only be incurred and maintained as or converted into Eurodollar Loans if the Interest Period in respect of such Eurodollar Loans is a Pre-Syndication Interest Period, (iii) be made on two separate dates, with an aggregate amount of B-1 Term Loans to be made on the Initial Borrowing Date equal to (x) an amount equal to (A) the sum of the Total A-1 Term Loan Commitment plus the Total B-1 Term Loan Commitment minus (B) $61,500,000, multiplied by (y) a fraction the numerator of which is the Total B-1 Term Loan Commitment on the Effective Date and the denominator of which is the sum of the Total A-1 Term Loan Commitment and the Total B-1 Term Loan Commitment on the Effective Date, and an aggregate amount equal to the remainder of B-1 Term Loans to be made on the Merger Date, provided that if 6,135,061 or more shares of Holdings Common Stock are tendered pursuant to the Tender Offer (and the Torque Credit Agreement terminates undrawn in accordance with its terms), then all B-1 Term Loans shall be made on the Initial Borrowing Date, and (iv) not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B-1 Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, B-1 Term Loans incurred hereunder may not be reborrowed. (e) Subject to and upon the terms and conditions set forth herein, each German Bank with a B-2 Term Loan Commitment severally agrees to make on the Initial Borrowing Date, a “Revolving term loan or term loans (each a "B-2 Term Loan”" and, collectively, the "B-2 Term Loans") to GGH, which B-2 Term Loans shall (i) be made and maintained in Euros, (ii) be made and maintained only by German Banks, (iii) at the Borrower option of GGH, be incurred and maintained as, and/or converted into, one or more Borrowings of B-2 Term Loans having such Interest Periods as are selected by GGH pursuant to Section 1.09, provided that prior to the Syndication Date all B-2 Term Loans shall have Interest Periods which are Pre-Syndication Interest Periods and (iv) not exceed for any German Bank, in initial aggregate principal amount, that amount which equals the B-2 Term Loan Commitment of such German Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, B-2 Term Loans incurred hereunder may not be reborrowed. (f) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche 1 Revolving Loan Commitment severally agrees to make to one or more of the Borrowers (on a several basis) at any time and from time to time on any Business Day during or after the period from Initial Borrowing Date and prior to the Closing Date until Revolving Loan Maturity Date, a loan or loans (each a "Tranche 1 Revolving Loan" and collectively the Termination Date in an aggregate principal amount that will not result in "Tranche 1 Revolving Loans"), which Tranche 1 Revolving Loans (i) shall be made and maintained in such Bank’s Outstanding Extensions of Credit exceeding such Bank’s Commitment or Approved Currency as is requested by the applicable Borrower, (ii) if denominated in Dollars, at the Total Outstanding Extensions option of the applicable Borrower, shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that only Dollar denominated Tranche 1 Revolving Loans incurred by GWR and GIMC may be maintained as and/or converted into Base Rate Loans, (iii) if denominated in an Alternate Currency, at the option of the applicable Borrower, shall be incurred and maintained as, and/or converted into, one or more Borrowings of Tranche 1 Revolving Loans, (iv) if Dollar denominated Eurodollar Loans or Alternate Currency Loans, shall have such Interest Periods as are selected by the applicable Borrower pursuant to Section 1.09, provided that prior to the Syndication Date all such Tranche 1 Revolving Loans shall have Interest Periods which are Pre-Syndication Interest Periods, (v) may be repaid and reborrowed in accordance with the provisions hereof, (vi) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for any Bank that aggregate Principal Amount which, when added to the sum of (x) the aggregate Principal Amount of all other Tranche 1 Revolving Loans made by such Bank and then outstanding and (y) the product of (A) such Bank's Tranche 1 Revolving Percentage and (B) the sum of (1) the aggregate amount of all Tranche 1 Letter of Credit exceeding Outstandings (exclusive of Unpaid Drawings in respect of Tranche 1 Letters of Credit which are repaid with the Total Commitments; provided that no proceeds of, and simultaneously with the incurrence of, Tranche 1 Revolving Loans) at such time and (2) the aggregate Principal Amount of all Tranche 1 Swingline Loans (exclusive of Tranche 1 Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Tranche 1 Revolving Loans) then outstanding, equals the Tranche 1 Revolving Loan Commitment of such Bank at such time and (vii) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for all Banks that aggregate Principal Amount which, when added to the sum of (x) the aggregate Principal Amount of all Tranche 1 Swingline Loans (exclusive of Tranche 1 Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Tranche 1 Revolving Loans) then outstanding and (y) the aggregate Principal Amount of all Tranche 2 Revolving Loans and Tranche 2 Swingline Loans then outstanding, equals $40,000,000 (or, on or prior to June 30, 2000, $25,000,000). (g) Subject to and upon the terms and conditions set forth herein, each German Bank with a Tranche 2 Revolving Loan Commitment severally agrees to make to one or more of the Borrowers (on a several basis) at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a loan or loans (each a "Tranche 2 Revolving Loan" and collectively the "Tranche 2 Revolving Loans") which Tranche 2 Revolving Loans (i) shall be made and maintained only by German Banks, (ii) shall be made and maintained in such Approved Currency as a is requested by the applicable Borrower, (iii) shall be incurred and maintained as Eurodollar Rate Loans, (iv) if denominated in an Alternate Currency, at the option of the applicable Borrower, shall be incurred and maintained, as and/or converted into, one or more Borrowings of Tranche 2 Revolving Loans, (v) shall have such Interest Periods as are selected by the applicable Borrower pursuant to Section 1.09, provided that prior to the Syndication Date all such Tranche 2 Revolving Loans shall have Interest Periods which are Pre-Syndication Interest Periods, (vi) may be repaid and reborrowed in accordance with the provisions hereof, (vii) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for any Bank that aggregate Principal Amount which, when added to the sum of (x) the aggregate Principal Amount of all other Tranche 2 Revolving Loans made by such Bank and then outstanding and (y) the product of (A) such Bank's Tranche 2 Revolving Percentage and (B) the sum of (1) the aggregate amount of all Tranche 2 Letter of Credit Outstandings (exclusive of Unpaid Drawings in respect of Tranche 2 Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, Tranche 2 Revolving Loans) at such time and (2) the aggregate Principal Amount of all Tranche 2 Swingline Loans (exclusive of Tranche 2 Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Tranche 2 Revolving Loans) then outstanding, equals the Tranche 2 Revolving Loan Commitment of such Bank at such time and (viii) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for all Banks that aggregate Principal Amount which, when added to the sum of (x) the aggregate Principal Amount of all Tranche 2 Swingline Loans (exclusive of Tranche 2 Swingline Loans which are repaid with an Interest Period ending after the Termination Dateproceeds of, and simultaneously with the incurrence of, the respective incurrence of Tranche 2 Revolving Loans) then outstanding and (y) the aggregate Principal Amount of all Tranche 1 Revolving Loans and Tranche 1 Swingline Loans then outstanding, equals $40,000,000 (or, on or prior to June 30, 2000, $25,000,000). (bA) Each Revolving Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans to GWR and/or GIMC (on a several basis) (each, a "Tranche 1 Swingline Loan" and, collectively, the "Tranche 1 Swingline Loans"), which Tranche 1 Swingline Loans (v) shall be denominated made and maintained in Dollars and as Base Rate Loans, (w) may be repaid and reborrowed in accordance with the provisions hereof, (x) shall consist not exceed (immediately after giving effect to any incurrence thereof and the use of the proceeds of such incurrence) in aggregate Principal Amount that amount which, when combined with the aggregate Principal Amount of all Tranche 1 Revolving Loans then outstanding and the Tranche 1 Letter of Credit Outstandings at such time, equals the Total Tranche 1 Revolving Loan Commitment then in effect (after giving effect to any changes thereto on such date), (y) shall not exceed (immediately after giving effect to any incurrence thereof and the use of the same Type made on proceeds of such incurrence) in aggregate Principal Amount that amount which, when combined with the same day by the Banks ratably according to their respective Revolving Percentages. Each Revolving Borrowing aggregate Principal Amount of Eurodollar Rate Loans by the Borrower shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided that no more than ten Eurodollar tranches shall be outstanding at any time. Each Revolving Borrowing of ABR Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. Within the limits of the applicable Commitments, the Borrower may borrow, prepay pursuant to Section 4.6 and reborrow all Tranche 1 Revolving Loans under this Section 2.1. The principal amount then outstanding on and the aggregate Principal Amount of all Tranche 2 Revolving Loans and Tranche 2 Swingline Loans then outstanding, equals $40,000,000 (or, on or prior to June 30, 2000, $25,000,000) and (z) shall not exceed in aggregate Principal Amount at any time outstanding that Principal Amount which, when combined with the aggregate Principal Amount of all other amounts accrued hereunder Tranche 2 Swingline Loans then outstanding, equals the Maximum Swingline Amount. The Swingline Bank shall not be due obligated to make any Tranche 1 Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and payable on such Borrower to eliminate the Termination Date, together Swingline Bank's risk with accrued and unpaid interest thereon.respect to Defaulting Bank's or Banks' Tranche 1 Revolving Percentage of the outstanding Tranche 1

The Commitments. (a) Each Bank severally agrees, on On the terms and subject to the applicable conditions hereinafter set forth, including, without limitation, Article III, each Lender severally agrees to make revolving credit loans (each such loan, a “Revolving Loan”) to the Borrower (each, a "Loan") from time to time on any Business Day during the period from the Closing Date until through the Termination Date end of the Commitment Period, in each case in an aggregate principal amount that will at any one time outstanding up to but not result in (i) such Bank’s Outstanding Extensions of Credit exceeding such Bank’s Lender's Commitment or (ii) the Total Outstanding Extensions of Credit exceeding the Total Commitments; provided that no Revolving Loan shall be made and, as a Eurodollar Rate Loan with an Interest Period ending after the Termination Date. (b) Each Revolving Borrowing shall be denominated in Dollars and shall consist of Revolving Loans of the same Type made on the same day by the Banks ratably according to their respective Revolving Percentages. Each Revolving Borrowing of Eurodollar Rate Loans by the Borrower shall be all Lenders, in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 up to but not exceeding the Total Commitment as then in excess thereof; provided that no more than ten Eurodollar tranches shall be outstanding at any timeeffect. Each Revolving Borrowing such borrowing of ABR Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereofa Loan on any single day is referred to herein as a "Borrowing". Within such limits and subject to the limits other terms and conditions of the applicable Commitmentsthis Agreement, the Borrower may borrow (and re-borrow, prepay pursuant to Section 4.6 and reborrow Revolving ) Loans under this Section 2.12.1 and prepay Loans under Section 2.7. Each Lender severally agrees, on the last day of the Reinvestment Period (except if the Reinvestment Period terminates as a result of clause (b) of the definition thereof), to make a Loan (and the Borrower hereby directs that such Loan be made) in an amount equal to its Percentage Share of the Unfunded Amount (less the amount on deposit in the Future Funding Reserve Account) as of the date such Loan is made (such Loan, the "Future Funding Reserve Loan"), but only to the extent that its Percentage Share does not exceed its unfunded Commitment. The principal amount outstanding Borrower shall deposit the proceeds of such Loans in the Future Funding Reserve Account such that the amounts on deposit in the Revolving Loans Future Funding Reserve Account equal the Unfunded Amount. Notwithstanding the foregoing provisions of this Section 2.1 or any other provision herein or in any other Loan Document to the contrary, from and all other amounts accrued hereunder after the date occurring 60 days after any Key Person Trigger, no Borrowings shall be due and payable on made under this Agreement unless a replacement Key Person has been approved by the Termination Date, together Administrative Agent in accordance with accrued and unpaid interest thereonthe definition of "Key Manager Event".

The Commitments. (a) Each Bank severally agrees, on the terms and subject to the conditions hereinafter set forth, to make revolving credit loans (each such loan, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount that will not result in (i) such Bank’s Outstanding Extensions of Credit exceeding such Bank’s Commitment or (ii) the Total Outstanding Extensions of Credit exceeding the Total Commitments; provided that no Revolving Loan shall be made as a Eurodollar Rate Loan with an Interest Period ending after the Termination Date; provided, further, that the Borrower shall ensure that no Loan shall be outstanding for more than 365 consecutive days. (b) Each Revolving Borrowing shall be denominated in Dollars and shall consist of Revolving Loans of the same Type made on the same day by the Banks ratably according to their respective Revolving Percentages. Each Revolving Borrowing of Eurodollar Rate Loans by the Borrower shall be in an aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof; provided that no more than ten Eurodollar tranches shall be outstanding at any time. Each Revolving Borrowing of ABR Loans by the Borrower shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof. Within the limits of the applicable Commitments, the Borrower may borrow, prepay pursuant to Section 4.6 5.6 and reborrow Revolving Loans under this Section 2.1. The principal amount outstanding on the Revolving Loans and all other amounts accrued hereunder shall be due and payable on the Termination Date, together with accrued and unpaid interest thereon.