Common use of The Revolving Credit Clause in Contracts

The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Company (each such loan, a "REVOLVING LOAN") from time to time on any Business Day during the period from the Special Funding Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on SCHEDULE 2.01 (such amount, as the same may be reduced under SECTION 2.07, or as a result of one or more assignments under SECTION 10.08, the Bank's "REVOLVING LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations, shall not at any time exceed an amount equal to the combined Revolving Loan Commitments; AND PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Bank plus the participation of such Bank in the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations shall not at any time exceed an amount equal to such Bank's Revolving Loan Commitment. Within the limits of each Bank's Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this SECTION 2.01(b), prepay under SECTION 2.08 and reborrow under this SECTION 2.01(b).

The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, (a) Subject to make loans to the Company (each such loan, a "REVOLVING LOAN") from time to time on any Business Day during the period from the Special Funding Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on SCHEDULE 2.01 (such amount, as the same may be reduced under SECTION 2.07, or as a result of one or more assignments under SECTION 10.08, the Bank's "REVOLVING LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations, shall not at any time exceed an amount equal to the combined Revolving Loan Commitments; AND PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Bank plus the participation of such Bank in the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations shall not at any time exceed an amount equal to such Bank's Revolving Loan Commitment. Within the limits of each Bank's Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Company Revolving Credit Lenders agree to extend a Revolving Credit to the Borrowers which may borrow under this SECTION 2.01(bbe availed of by the Borrowers in their discretion from time to time, be repaid and used again, during the period from the date hereof to and including June 30, 2004 (the "Termination Date"). The Revolving Credit may be utilized by the Borrowers in the form of loans (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans") and letters of credit (individually a "L/C" and collectively the "L/Cs"), prepay provided that the aggregate amount of the principal amount of the outstanding Revolving Credit Loans, the principal amount of the outstanding Swingline Loans, the aggregate amount available to be drawn under SECTION 2.08 all outstanding L/Cs and, without duplication, the aggregate amount of unpaid Reimbursement Obligations with respect to L/Cs (collectively, the "Revolving Credit Obligations") at any one time shall not 8 exceed the Revolving Credit Commitments, provided further, that in no event may SVS Holland obtain the issuance of L/Cs under the Revolving Credit and reborrow in no event may the aggregate outstanding principal amount of Revolving Credit Loans borrowed by SVS Holland hereunder ever exceed $10,000,000 at any time. The respective initial maximum aggregate principal amounts of the Revolving Credit at any one time outstanding and the percentage of the Revolving Credit available at any time which each Revolving Credit Lender agrees to make available to the Borrowers (its "Commitment Percentage") are as follows (collectively, the "Revolving Credit Commitments" and individually, a "Revolving Credit Commitment"): Harr▇▇ ▇▇▇st and Savings Bank $ 12,857,142.86 8.5714▇▇▇▇% Bank of Montreal $137,142,857.14 91.42857143% TOTAL $150,000,000 100% The obligations of the Revolving Credit Lenders hereunder are several and not joint and no Revolving Credit Lender shall under this SECTION 2.01(bany circumstances be obligated to extend credit under the Revolving Credit in excess of its Revolving Credit Commitment or its Commitment Percentage of the credit outstanding hereunder. All Revolving Credit Loans made by the Revolving Credit Lenders on the same date are hereinafter referred to as a "Borrowing." Each Borrowing, other than a Borrowing pursuant to Section 1.5, shall be in a minimum amount not less than the lesser of $5,000,000 and the maximum amount that can then be borrowed under the Revolving Credit Commitments and shall be made pro rata from the Revolving Credit Lenders in accordance with their respective Commitment Percentages. All Revolving Credit Loans and Swingline Loans made by each Revolving Credit Lender to any Domestic Borrower shall be evidenced by a Revolving Credit Note in the form (with appropriate insertions) attached hereto as Exhibit A-1 of the Domestic Borrowers payable to the order of such Revolving Credit Lender, and all Revolving Credit Loans made by each Revolving Credit Lender to SVS Holland shall be evidenced by a Revolving Credit Note in the form (with appropriate insertions) attached hereto as Exhibit A-2 of SVS Holland payable to the order of such Revolving Credit Lender (such Revolving Credit Notes are hereinafter referred to individually as a "Revolving Credit Note" and collectively as the "Revolving Credit Notes"). Without regard to the face principal amount of each Revolving Credit Note, the actual principal amount at any time outstanding and owing by the Borrowers on account thereof during the period ending on the Termination Date shall be the sum of all advances then or theretofore made thereon less all principal payments actually received thereon during such period. (b) Swingline Loans under the Revolving Credit.

The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, (a) Subject to make loans to the Company (each such loan, a "REVOLVING LOAN") from time to time on any Business Day during the period from the Special Funding Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on SCHEDULE 2.01 (such amount, as the same may be reduced under SECTION 2.07, or as a result of one or more assignments under SECTION 10.08, the Bank's "REVOLVING LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations, shall not at any time exceed an amount equal to the combined Revolving Loan Commitments; AND PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Bank plus the participation of such Bank in the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations shall not at any time exceed an amount equal to such Bank's Revolving Loan Commitment. Within the limits of each Bank's Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Company Banks agree, severally and not jointly, to extend a Revolving Credit to the Borrower which may borrow be utilized by the Borrower in the form of loans (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans") and L/Cs (as hereinafter defined). The aggregate principal amount of all Loans (as hereinafter defined) plus the maximum amount available for drawing under this SECTION 2.01(ball L/Cs and the aggregate principal amount of all unpaid Reimbursement Obligations (as hereinafter defined) at any time outstanding (collectively the "Revolving Credit Obligations") may not exceed the sum of the Revolving Credit Commitments (as hereinafter defined) at any time. The Revolving Credit shall be available to the Borrower, and may be availed of by the Borrower from time to time, be repaid (subject to the restrictions on prepayment set forth herein) and used again, during the period from the date hereof to and including November 25, 2002 (as the same may be extended from time to time in accordance with the provisions of Section 1.1(d) hereof, the "Termination Date"), prepay at which time the entire outstanding principal amount of all Revolving Credit Obligations, together with all accrued and unpaid interest thereon, shall be due and payable. (b) The respective maximum aggregate principal amounts of the Revolving Credit at any one time outstanding and the percentage (the "Commitment Percentage") of the Revolving Credit available at any time which each Bank by its acceptance hereof severally agrees to make available to the Borrower are as follows (collectively, the "Revolving Credit Commitments" and individually, a "Revolving Credit Commitment"): ▇▇▇▇▇▇ Trust and Savings Bank $ 35,000,000.00 17.5% --------------------------------------------------------------------------------------------------------- Credit Agricole Indosuez 32,500,000.00 16.25% --------------------------------------------------------------------------------------------------------- Banque Nationale de Paris, Houston Agency 20,000,000.00 10% --------------------------------------------------------------------------------------------------------- The Fuji Bank, Limited 20,000,000.00 10% --------------------------------------------------------------------------------------------------------- Bank of America National Trust and Savings 17,500,000.00 8.75% Association --------------------------------------------------------------------------------------------------------- The Bank of Nova Scotia, Atlanta Agency 15,000,000.00 7.5% --------------------------------------------------------------------------------------------------------- SunTrust Bank, Atlanta 15,000,000.00 7.5% --------------------------------------------------------------------------------------------------------- First Union National Bank 15,000,000.00 7.5% --------------------------------------------------------------------------------------------------------- ABN AMRO Bank N.V. 10,000,000.00 5% --------------------------------------------------------------------------------------------------------- The Dai-Ichi Kangyo Bank, Ltd. 10,000,000.00 5% --------------------------------------------------------------------------------------------------------- Deposit Guaranty National Bank 10,000,000.00 5% --------------- --------------------------------------------------------------------------------------------------------- Total $200,000,000.00 100% --------------------------------------------------------------------------------------------------------- (c) Loans under SECTION 2.08 the Revolving Credit may be Eurodollar Loans or Base Rate Loans. Each Borrowing under the Revolving Credit shall be made by each Bank in an amount equal to its Commitment Percentage of the amount of such Borrowing. Each Borrowing of Base Rate Loans under the Revolving Credit shall be in an amount not less than $5,000,000 or such greater amount which is an integral multiple of $1,000,000 and reborrow under this SECTION 2.01(beach Borrowing of Eurodollar Loans shall be in an amount not less than $10,000,000 or such greater amount which is an integral multiple of $1,000,000. (d) At any time not earlier than 120 days prior to, nor later than 90 days prior to, each annual anniversary of the date hereof (each an "Anniversary Date")., the Borrower may request that the Banks extend the then scheduled Termination Date to the date one year from such Termination Date. Each such request by the Borrower shall be deemed to be a representation and warranty by the Borrower to the Banks that no material adverse change in the financial condition of the Borrower and its Subsidiaries, taken as a whole, has occurred since the date of the most recent financial reports delivered to the Banks in accordance with Section 7.4(b) hereof. If such request is made by the Borrower each Bank shall inform the Administrative Agent of its willingness to extend the Termination Date no later than 30 days after the Banks receive such request. Any Bank's failure to respond by such date shall indicate its unwillingness

The Revolving Credit. Each Bank severally agrees, on Subject to all of the terms and conditions set forth hereinhereof, each Bank, severally and for itself alone, agrees to make loans extend such Bank's Percentage (as reflected on the signatures pages hereto) of a revolving credit facility to the Company (each such loan, a "REVOLVING LOAN") which may be availed of by the Company in its discretion from time to time on any Business Day time, be repaid and used again, during the period from the Special Funding Date date hereof to and including the Revolving Credit Termination Date. The revolving credit facility may be utilized by the Company in the form of (i) revolving credit loans (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans") from the Banks according to their respective Percentages, (ii) swing line loans (individually a "Swing Line Loan" and collectively, the "Swing Line Loans") from the Swing Line Lender, pursuant to Section 1.2 hereof, and (iii) L/Cs issued by the Issuer upon request of the Company and in which each Bank shall have purchased a participation, provided that the aggregate amount of the Revolving Credit Loans, Swing Line Loans, Reimbursement Obligations and the maximum amount available to be drawn under all L/Cs outstanding at any one time shall not exceed One Hundred Forty Million Dollars ($140,000,000) (the "Revolving Credit Commitment"). All Revolving Credit Loans shall be evidenced by Revolving Credit Notes of the Company (the "Revolving Credit Notes") payable to the order of each of the Banks in the amounts of their respective Percentages of the Revolving Termination DateCredit Commitment, such Revolving Credit Notes to be in an aggregate substantially the form attached hereto as Exhibit 1. 1. Without regard to the face principal amounts of each of the Revolving Credit Notes, the actual principal amount not to exceed at any time outstanding and owing by the amount set forth Company on SCHEDULE 2.01 (such amount, as account thereof during the same may period ending on the Revolving Credit Termination Date shall be reduced under SECTION 2.07, or as a result of one or more assignments under SECTION 10.08, the Bank's "REVOLVING LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount sum of all outstanding Revolving Loans, the Effective Amount of Credit Loans then or theretofore made thereon less all Swing Line Loans and the Effective Amount of all L/C Obligations, shall not at any time exceed an amount equal to the combined Revolving Loan Commitments; AND PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Bank plus the participation of principal payments actually received thereon during such Bank in the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations shall not at any time exceed an amount equal to such Bank's Revolving Loan Commitment. Within the limits of each Bank's Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this SECTION 2.01(b), prepay under SECTION 2.08 and reborrow under this SECTION 2.01(b)period.

The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, (a) Subject to make loans to the Company (each such loan, a "REVOLVING LOAN") from time to time on any Business Day during the period from the Special Funding Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on SCHEDULE 2.01 (such amount, as the same may be reduced under SECTION 2.07, or as a result of one or more assignments under SECTION 10.08, the Bank's "REVOLVING LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations, shall not at any time exceed an amount equal to the combined Revolving Loan Commitments; AND PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Bank plus the participation of such Bank in the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations shall not at any time exceed an amount equal to such Bank's Revolving Loan Commitment. Within the limits of each Bank's Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Company Banks agree, severally and not jointly, to extend a Revolving Credit to the Borrower which may borrow be utilized by the Borrower in the form of loans (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans") and L/Cs (as hereinafter defined). The aggregate principal amount of all Loans (as hereinafter defined) plus the maximum amount available for drawing under this SECTION 2.01(ball L/Cs and the aggregate principal amount of all unpaid Reimbursement Obligations (as hereinafter defined) at any time outstanding (collectively the "Revolving Credit Obligations") may not exceed the lesser of the Borrowing Base, as most recently computed, and the sum of the Revolving Credit Commitments (as hereinafter defined) at any time. The Revolving Credit shall be available to the Borrower, and may be availed of by the Borrower from time to time, be repaid (subject to the restrictions on prepayment set forth herein) and used again, during the period from the date hereof to and including November 10, 2003 (the "Termination Date"), prepay at which time the entire outstanding principal amount of all Revolving Credit Obligations, together with all accrued and unpaid interest thereon, shall be due and payable. (b) The respective maximum aggregate principal amounts of the Revolving Credit at any one time outstanding and the percentage (the "Commitment Percentage") of the Revolving Credit available at any time which each Bank by its acceptance hereof severally agrees to make available to the Borrower are as follows (collectively, the "Revolving Credit Commitments" and individually, a "Revolving Credit Commitment"): ▇▇▇▇▇▇ Trust and Savings Bank $28,875,000.00 17.5% Credit Agricole Indosuez $18,562,500 11.25% BNP Paribas $16,500,000 10.00% Mizuho Corporate Bank, Ltd. $24,750,000 15.00% Banc of America Strategic Solutions, Inc. $14,437,500 8.75% The Bank of Nova Scotia, Atlanta Agency $12,375,000 7.50% SunTrust Bank $12,375,000 7.50% Wachovia Bank, National Association $12,375,000 7.50% ABN AMRO Bank N.V. $8,250,000 5.00% Amsouth Bank $8,250,000 5.00% Trustmark National Bank $8,250,000 5.00% Total $165,000,000.00 100% (c) Each Borrowing under SECTION 2.08 the Revolving Credit shall be made by each Bank in an amount equal to its Commitment Percentage of the amount of such Borrowing. Each Borrowing under the Revolving Credit shall be in an amount not less than $5,000,000 or such greater amount which is an integral multiple of $1,000,000. (d) Notwithstanding any provision of this Agreement to the contrary, as provided in the second paragraph of this Agreement, all Loans outstanding hereunder are classified as either tranche "A" loans (individually an "A Loan" and reborrow under collectively the "A Loans") or tranche "B" loans (individually a "B Loan" and collectively the "B Loans"), and the Loans held by each of the Banks on the Effective Date are also classified as A Loans or B Loans ratably in accordance with the respective outstanding principal amounts of the total A Loans and B Loans on the Effective Date. The B Loans shall consist of Revolving Credit Loans in an aggregate outstanding principal amount on the Effective Date of $105,000,000 as the same may be repaid and reborrowed pursuant to the terms of this SECTION 2.01(b)Agreement. The A Loans shall consist of all Revolving Credit Loans that are not B Loans and all Swingline Loans, each as the same may be repaid and reborrowed pursuant to the terms of this Agreement. If the aggregate balance of all B Loans outstanding on any Determination Date for any reason is ever less than an amount equal to 15% of the Borrower's Consolidated Net Tangible Assets as then computed less the B Loan Availability Reserve, the Borrower shall deliver to the Administrative Agent a calculation of the Borrower's Consolidated Net Tangible Assets in the form of Exhibit P hereto, and A Loans shall automatically be reclassified as B Loans so that the aggregate amount of Loans which constitute B Loans shall automatically be increased to equal 15% of the Borrower's then Consolidated Net Tangible Assets less the B Loan Availability Reserve. All Loans, whether A Loans or B Loans, shall be evidenced by the Notes. The Administrative Agent shall record on its books and records the original principal amount of the A Loans and B Loans held by each of the Banks, all principal repayments made thereon and all reborrowings thereof, and the record thereof on the Administrative Agent's records shall be conclusive and binding on the Borrower and the Banks absent manifest error.

The Revolving Credit. Each Bank severally agrees, on Subject to all of the terms and conditions set forth hereinhereof, each Bank, severally and for itself alone, agrees to make loans extend such Bank's Percentage of a revolving credit facility to the Company (each such loan, a "REVOLVING LOAN") which may be availed of by the Company in its discretion from time to time on any Business Day time, be repaid and used again, during the period from the Special Funding Date date hereof to and including the Revolving Credit Termination Date. The revolving credit facility may be utilized by the Company in the form of (i) revolving credit loans (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans") from the Banks according to their respective Percentages, (ii) swing line loans (individually a "Swing Line Loan" and collectively, the "Swing Line Loans") from the Swing Line Lender, pursuant to Section 1.2 hereof, and (iii) L/Cs issued by the Issuer upon request of the Company and in which each Bank shall have purchased a participation, provided that the aggregate amount of the Revolving Credit Loans, Swing Line Loans, Reimbursement Obligations and the maximum amount available to be drawn under all L/Cs outstanding at any one time shall not exceed One Hundred Fifty Five Million Dollars ($155,000,000) (the "Revolving Credit Commitment"). All Revolving Credit Loans shall be evidenced by Revolving Credit Notes of the Company (the "Revolving Credit Notes") payable to the order of each of the Banks in the amounts of their respective Percentages of the Revolving Termination DateCredit Commitment, such Revolving Credit Notes to be in an aggregate substantially the form attached hereto as Exhibit 1. 1. Without regard to the face principal amounts of each of the Revolving Credit Notes, the actual principal amount not to exceed at any time outstanding and owing by the amount set forth Company on SCHEDULE 2.01 (such amount, as account thereof during the same may period ending on the Revolving Credit Termination Date shall be reduced under SECTION 2.07, or as a result of one or more assignments under SECTION 10.08, the Bank's "REVOLVING LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount sum of all outstanding Revolving Loans, the Effective Amount of Credit Loans then or theretofore made thereon less all Swing Line Loans and the Effective Amount of all L/C Obligations, shall not at any time exceed an amount equal principal payments actually received thereon during such period. 2. Amendment to the combined Revolving Loan Commitments; AND PROVIDED FURTHER, that the Effective Amount Section 3.3. Section 3.3 of the Revolving Loans of any Bank plus Credit Agreement shall be amended by deleting the participation of such Bank last sentence thereof in the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations shall not at any time exceed an amount equal to such Bank's Revolving Loan Commitment. Within the limits of each Bank's Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this SECTION 2.01(b), prepay under SECTION 2.08 and reborrow under this SECTION 2.01(b)its entirety.

The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, (a) Subject to make loans to the Company (each such loan, a "REVOLVING LOAN") from time to time on any Business Day during the period from the Special Funding Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on SCHEDULE 2.01 (such amount, as the same may be reduced under SECTION 2.07, or as a result of one or more assignments under SECTION 10.08, the Bank's "REVOLVING LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations, shall not at any time exceed an amount equal to the combined Revolving Loan Commitments; AND PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Bank plus the participation of such Bank in the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations shall not at any time exceed an amount equal to such Bank's Revolving Loan Commitment. Within the limits of each Bank's Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Company Banks agree, severally and not jointly, to extend a Revolving Credit to the Borrower which may borrow under this SECTION 2.01(bbe utilized in the form of loans (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans"), prepay and L/Cs (as hereinafter defined). The aggregate principal amount of all Revolving Credit Loans under SECTION 2.08 the Revolving Credit plus the amount available for drawing under the L/Cs, and reborrow under the aggregate principal amount of all unpaid Reimbursement Obligations (as hereinafter defined) at any time outstanding shall not exceed the lesser of (i) the Banks' Revolving Credit Commitments (as hereinafter defined) in effect from time to time during the term of this SECTION 2.01(bAgreement and (ii) the Borrowing Base as determined on the basis of the most recent Borrowing Base Certificate. The Revolving Credit shall be available to the Borrower, and may be availed of by the Borrower from time to time, be repaid (subject to the restrictions on prepayment set forth herein) and used again, during the period from the date hereof to and including September 30, 2003 (the "Termination Date").. The respective maximum aggregate principal amounts of the Revolving Credit at any one time outstanding and the percentage (the "Commitment Percentage") of the Revolving Credit available at any time which each Bank by its acceptance hereof severally agrees to make available to the Borrower are as follows (collectively, the "Revolving Credit Commitments" and individually, a "Revolving Credit Commitment"): ▇▇▇▇▇▇ Trust and Savings Bank $25,000,000 50% Mercantile Bank National Association $25,000,000 50% Total $50,000,000 100%

The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, (a) Subject to make loans to the Company (each such loan, a "REVOLVING LOAN") from time to time on any Business Day during the period from the Special Funding Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on SCHEDULE 2.01 (such amount, as the same may be reduced under SECTION 2.07, or as a result of one or more assignments under SECTION 10.08, the Bank's "REVOLVING LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations, shall not at any time exceed an amount equal to the combined Revolving Loan Commitments; AND PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Bank plus the participation of such Bank in the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations shall not at any time exceed an amount equal to such Bank's Revolving Loan Commitment. Within the limits of each Bank's Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Company Banks agree, severally and not jointly, to extend a Revolving Credit to the Borrowers which may borrow be utilized by the Borrowers in the form of loans (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans") and L/Cs (as hereinafter defined). The aggregate principal amount of all Loans (as hereinafter defined) plus the maximum amount available for drawing under this SECTION 2.01(ball L/Cs and the aggregate principal amount of all unpaid Reimbursement Obligations (as hereinafter defined) at any time outstanding (collectively the "Revolving Credit Obligations") may not exceed the sum of the Revolving Credit Commitments (as hereinafter defined) at any time. The Revolving Credit shall be available to the Borrowers, and may be availed of by the Borrowers from time to time, be repaid (subject to the restrictions on prepayment set forth herein) and used again, during the period from the date hereof to and including December 23, 2001 (as the same may be extended from time to time in accordance with the provisions of Section 1.1(d) hereof, the "Termination Date"), prepay at which time the entire outstanding principal amount of all Revolving Credit Obligations, together with all accrued and unpaid interest thereon, shall be due and payable. (b) The respective maximum aggregate principal amounts of the Revolving Credit at any one time outstanding and the percentage (the "Commitment Percentage") of the Revolving Credit available at any time which each Bank by its acceptance hereof severally agrees to make available to the Borrowers are as follows (collectively, the "Revolving Credit Commitments" and individually, a "Revolving Credit Commitment"): ▇▇▇▇▇▇ Trust and Savings Bank $19,933,333.34 13.33333334% Caisse Nationale de Credit Agricole $18,687,500.00 12.50000000% CIBC Inc. $18,687,500.00 12.50000000% Banque Nationale de Paris, Houston Agency $12,458,333.33 8.▇▇▇▇▇▇▇▇% Bank of America Illinois $9,966,666.67 6.▇▇▇▇▇▇▇▇% Commerzbank Aktiengesellschaft, $9,966,666.67 6.66666667% Atlanta Agency Banque Paribas $7,475,000.00 5.▇▇▇▇▇▇▇▇% The Bank of Nova Scotia, Atlanta Agency $7,475,000.00 5.▇▇▇▇▇▇▇▇% SunTrust Bank, Atlanta $7,475,000.00 5.00000000% First Union National Bank of North Carolina $7,475,000.00 5.▇▇▇▇▇▇▇▇% ABN AMRO Bank N.V. $7,475,000.00 5.▇▇▇▇▇▇▇▇% The Fuji Bank, Limited $7,475,000.00 5.00000000% The Dai-Ichi Kangyo Bank, Ltd. $4,983,333.33 3.33333333% Hibernia National Bank $4,983,333.33 3.33333333% Deposit Guaranty National Bank $4,983,333.33 3.33333333% Total $149,500,000.00 100% (c) Loans under SECTION 2.08 the Revolving Credit may be Eurodollar Loans or Base Rate Loans. Each Borrowing under the Revolving Credit shall be made by each Bank in an amount equal to its Commitment Percentage of the amount of such Borrowing. Each Borrowing of Base Rate Loans under the Revolving Credit shall be in an amount not less than $5,000,000 or such greater amount which is an integral multiple of $1,000,000 and reborrow each Borrowing of Eurodollar Loans shall be in an amount not less than $10,000,000 or such greater amount which is an integral multiple of $1,000,000. (d) At any time not earlier than 120 days prior to, nor later than 90 days prior to, each date that is four years before the Termination Date then in effect (each an "Anniversary Date"), the Borrowers may request that the Banks extend the then scheduled Termination Date to the date one year from such Termination Date. Each such request by the Borrowers shall be deemed to be a representation and warranty by the Borrowers to the Banks that no material adverse change in the financial condition of Chemical and its Subsidiaries, taken as a whole, has occurred since the date of the most recent financial reports delivered to the Banks in accordance with Section 7.4(b) hereof. If such request is made by the Borrowers each Bank shall inform the Administrative Agent of its willingness to extend the Termination Date no later than 30 days after the Banks receive such request. Any Bank's failure to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 30 days before such Anniversary Date Banks having aggregate Commitment Percentages of at least 80% of the Revolving Credit Commitments then in effect (the "Extending Banks") may propose, by written notice to the Borrowers, an extension of this Agreement to the date one year from the applicable Termination Date on such terms and conditions as the Extending Banks may then require. If the extension of this Agreement to the date one year from the Applicable Termination Date is acceptable to the Borrowers on the terms and conditions proposed by the Extending Banks, the Borrowers shall notify the Extending Banks of their acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in the manner described in the Extending Banks' notice proposing the extension of this Agreement upon the Agent's receipt of (i) an amendment to this Agreement signed by the Borrowers and all of the Extending Banks, (ii) resolutions of each Borrower's Board of Directors authorizing such extension and (iii) an opinion of counsel to the Borrowers equivalent in form and substance to the form of opinion attached hereto as Exhibit I and otherwise acceptable to the Extending Banks. If the Borrowers and the Extending Banks agree upon the terms of an extension of the Termination Date, the Borrowers may elect either (i) to terminate the Revolving Credit Commitments of each Bank that is not an Extending Bank (each a "Nonextending Bank") in whole on such Anniversary Date, at which time all Loans and other amounts payable under the Loan Documents to the Nonextending Banks shall become immediately due and payable, or (ii) to replace such Nonextending Banks with one or more financial institutions acceptable to the Borrowers and the Administrative Agent (each a "Replacement Bank"). If the Borrowers elect to replace a Nonextending Bank, such replacement shall become effective as of the date the Nonextending Banks' Revolving Credit Commitments terminate (which shall be no later than the Anniversary Date) and all of the following conditions are satisfied: (A) the unpaid principal amount of all Loans and Reimbursement Obligations made by each Nonextending Bank whose Revolving Credit Commitment is to terminate, together with accrued interest thereon and all other amounts payable under the Loan Documents to such Nonextending Bank, including any facility fee accrued through the date of such termination, shall have been paid in full and all of such Nonextending Banks' participations in L/Cs shall have been reallocated among the Extending Banks; (B) such Replacement Bank shall agree in writing to be bound by all of the terms and provisions of this SECTION 2.01(b).Agreement, such agreement to specify the amount of the Revolving Credit Commitment of such Replacement Bank and to be otherwise in form and substance satisfactory to the Administrative Agent, and shall make Loans to the Borrowers in principal amounts which bear the same ratio to the amounts of the Loans made by the other Extending Banks then outstanding as the Revolving Credit Commitment of such Replacement Bank bears to the then Revolving Credit Commitments of all other Extending Banks; and (C) a copy of such agreement and of evidence satisfactory to the Administrative Agent of the making of such Loans shall be furnished to the Administrative Agent and the

The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, (a) Subject to make loans to the Company (each such loan, a "REVOLVING LOAN") from time to time on any Business Day during the period from the Special Funding Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on SCHEDULE 2.01 (such amount, as the same may be reduced under SECTION 2.07, or as a result of one or more assignments under SECTION 10.08, the Bank's "REVOLVING LOAN COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Borrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations, shall not at any time exceed an amount equal to the combined Revolving Loan Commitments; AND PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Bank plus the participation of such Bank in the Effective Amount of all Swing Line Loans and the Effective Amount of all L/C Obligations shall not at any time exceed an amount equal to such Bank's Revolving Loan Commitment. Within the limits of each Bank's Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Company Revolving Credit Lenders agree to extend a Revolving Credit to the Borrowers which may borrow under this SECTION 2.01(bbe availed of by the Borrowers in their discretion from time to time, be repaid and used again, during the period from the Fifth Amendment Effective Date to and including December 31, 2003 (the "Termination Date"). The Revolving Credit may be utilized by the Borrowers in the form of loans (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans") and letters of credit (individually a "L/C" and collectively the "L/Cs"), prepay provided that the aggregate amount of the principal amount of the outstanding Revolving Credit Loans, the aggregate amount available to be drawn under SECTION 2.08 all outstanding L/Cs and, without duplication, the aggregate amount of unpaid Reimbursement Obligations with respect to L/Cs (collectively, the "Revolving Credit Obligations") at any one time shall not exceed the Revolving Credit Commitments, provided further, that in no event may SVS Holland obtain the issuance of L/Cs under the Revolving Credit and in no event may SVS Holland borrow or reborrow Revolving Credit Loans from and after the Fifth Amendment Effective Date. As of January 13, 2003, the respective initial maximum aggregate principal amounts of the Revolving Credit at any one time outstanding and the percentage of the Revolving Credit available at any time which each Revolving Credit Lender agrees to make available to the Borrowers (its "Commitment Percentage") are as follows (collectively, the "Revolving Credit Commitments" and individually, a "Revolving Credit Commitment"): Harris Trust and Savings Bank $18,867,000.01 15% ▇ortis Capital Corp. $16,171,714.29 12.85714285% Credit Agricole Indosuez $11,679,571.43 9.28571429% Bank of America, N.A. $ 8,984,285.71 7.14285714% The Bank of Nova Scotia $ 8,984,285.71 7.14285714% Comerica Bank $ 8,984,▇▇▇.▇▇ 7.14285714% Bank One, N.A. $ 8,984,285.71 7.14285714% Union Bank of California, N.A. $ 8,984,285.71 7.14285714% Mizuho Corporate Bank, Ltd. $ 8,984,285.71 7.14285715% Fleet National Bank $7,187,428.57 5.71428571% Cooperatieve Centrale Raiffeisen- $7,187,428.57 5.71428571% Boerenleenbank B.A., "Rabobank Nederland", New York Branch U.S. Bank National Association $5,390,571.43 4.28571429% KZH Highland 2 LLC $5,390,571.43 4.28571429% TOTAL $ 125,780,000 100% The obligations of the Revolving Credit Lenders hereunder are several and not joint and no Revolving Credit Lender shall under this SECTION 2.01(bany circumstances be obligated to extend credit under the Revolving Credit in excess of its Revolving Credit Commitment or its Commitment Percentage of the credit outstanding hereunder. All Revolving Credit Loans made by the Revolving Credit Lenders on the same date are hereinafter referred to as a "Borrowing." Each Borrowing, other than a Borrowing pursuant to Section 1.5, shall be in a minimum amount not less than the lesser of $2,000,000 and the maximum amount that can then be borrowed under the Revolving Credit Commitments and shall be made pro rata from the Revolving Credit Lenders in accordance with their respective Commitment Percentages. All Revolving Credit Loans made by each Revolving Credit Lender to any Domestic Borrower shall be evidenced by a Revolving Credit Note in the form (with appropriate insertions) attached hereto as Exhibit A-1 of the Domestic Borrowers payable to the order of such Revolving Credit Lender, and all Revolving Credit Loans made by each Revolving Credit Lender to SVS Holland shall be evidenced by a Revolving Credit Note in the form (with appropriate insertions) attached hereto as Exhibit A-2 of SVS Holland payable to the order of such Revolving Credit Lender (such Revolving Credit Notes are hereinafter referred to individually as a "Revolving Credit Note" and collectively as the "Revolving Credit Notes"). Without regard to the face principal amount of each Revolving Credit Note, the actual principal amount at any time outstanding and owing by the Borrowers on account thereof during the period ending on the Termination Date shall be the sum of all advances then or theretofore made thereon less all principal payments actually received thereon during such period."