Common use of The Revolving Credit Clause in Contracts

The Revolving Credit. Subject to all terms and conditions hereof, UMB agrees to lend to the Borrower during the period of time beginning on the date hereof and ending on December 1, 1999, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penalty. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower from time to time during the period beginning upon the date of this Agreement and ending on November 30, 1999, an aggregate principal amount not to exceed the difference between (i) the then outstanding aggregate principal amount of the Borrower's aggregate indebtedness under the Revolving Credit, and (ii) the amount of the Revolving Credit; provided, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant to the Revolving Credit hereunder, it shall verbally give UMB notice of the Borrower's intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit in such manner. All borrowings and payments by the Borrower under the Revolving Credit shall be recorded by UMB on its books and records and the principal amount outstanding from time to time, plus interest payable thereon, shall be determined by reference to the books and records of UMB. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms of the Revolving Credit Note executed hereunder and the terms of this Agreement, the terms of the Revolving Credit Note shall control. All Loans of the Borrower under the Revolving Credit shall be reduced to zero by December 1, 1999.

The Revolving Credit. Subject to all the terms and conditions hereof, UMB agrees the Banks agree to lend extend a revolving credit (the “Revolving Credit”) to the Borrower during the period of time beginning on the date hereof and ending on December 1, 1999, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penalty. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower from time to time during the period beginning upon the date of this Agreement and ending on November 30, 1999, in an aggregate principal amount at any one time outstanding not to exceed the difference between lesser of (iA) the then outstanding aggregate principal amount Base Revolving Credit Commitments or, during the Availability Period, the sum of the Borrower's aggregate indebtedness under Base Revolving Credit Commitments plus the Seasonal Revolving Credit, Credit Commitments and (iiB) the amount Available Borrowing Base as then determined and computed, which may be availed of the Revolving Credit; provided, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant to the Revolving Credit hereunder, it shall verbally give UMB notice of the Borrower's intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit in such manner. All borrowings and payments by the Borrower under the Revolving Credit shall be recorded by UMB on in its books and records and the principal amount outstanding discretion from time to time, plus interest payable thereonbe repaid and used again, shall be determined by reference to but not including the books and records Termination Date. The Revolving Credit, subject to all of UMB. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum amount of the Revolving Credit Note executed hereunder and which each Bank agrees to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms of this Agreement, the terms hereof). The maximum amount of the Revolving Credit Note which each Bank agrees to extend to the Borrower shall controlbe as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). All Loans The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Revolving Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be reduced such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to zero by December 1, 1999their respective Commitments (which Loans shall initially constitute Domestic Rate Loans).

The Revolving Credit. Subject to all terms and conditions hereof, UMB agrees to lend to the Borrower during the period of time beginning on the date hereof and ending on December 1, 19992000, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant 50,000,000 through July 1, 2000, reducing to Section 2.3 hereof $35,000,000 through January 31, 2001 (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penaltypenalty on a FIFO basis. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1January 31, 1999 2001 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower from time to time during the period beginning upon the date of this Agreement and ending on November 30January 31, 19992001, an aggregate principal amount not to exceed the difference between (i) the then outstanding aggregate principal amount of the Borrower's aggregate indebtedness under the Revolving Credit, and (ii) the amount of the Revolving Credit; provided, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B A attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1January 31, 19992001. As the Borrower desires to obtain Loans pursuant to the Revolving Credit hereunder, it shall verbally give UMB notice of the Borrower's intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's main operating account number 7170565624 at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit in such manner. All borrowings and payments by the Borrower under the Revolving Credit shall be recorded by UMB on its books and records and the principal amount outstanding from time to time, plus interest payable thereon, shall be determined by reference to the books and records of UMB. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms of the Revolving Credit Note executed hereunder and the terms of this Agreement, the terms of the Revolving Credit Note shall control. All Loans of the Borrower under the Revolving Credit shall be reduced to zero by December 1January 31, 19992001.

The Revolving Credit. Subject to all terms and conditions hereof, UMB agrees to lend to the Borrower during the period of time beginning on the date hereof and ending on December July 1, 19992001, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof 35,000,000 through June 30, 2001 (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penaltypenalty on a FIFO basis. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1June 30, 1999 2001 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower from time to time during the period beginning upon the date of this Agreement and ending on November June 30, 19992001, an aggregate principal amount not to exceed the difference between (i) the then outstanding aggregate principal amount of the Borrower's aggregate indebtedness under the Revolving Credit, and (ii) the amount of the Revolving Credit; provided, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B A attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1June 30, 19992001. As the Borrower desires to obtain Loans pursuant to the Revolving Credit hereunder, it shall verbally give UMB notice of the Borrower's intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's main operating account number 7170565624 at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit in such manner. All borrowings and payments by the Borrower under the Revolving Credit shall be recorded by UMB on its books and records and the principal amount outstanding from time to time, plus interest payable thereon, shall be determined by reference to the books and records of UMB. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms of the Revolving Credit Note executed hereunder and the terms of this Agreement, the terms of the Revolving Credit Note shall control. All Loans of the Borrower under the Revolving Credit shall be reduced to zero by December 1June 30, 19992001.

The Revolving Credit. Subject to all the terms and conditions hereof, UMB agrees the Banks agree to lend extend a revolving credit (the "REVOLVING CREDIT") to the Borrower during the period of time beginning on the date hereof and ending on December 1, 1999, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penalty. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower from time to time during the period beginning upon the date of this Agreement and ending on November 30, 1999, in an aggregate principal amount at any one time outstanding not to exceed the difference between lesser of (i) the then outstanding aggregate principal amount of the Borrower's aggregate indebtedness under the Revolving Credit, and Commitments or (ii) the amount Available Borrowing Base as then determined and computed, which may be availed of the Revolving Credit; provided, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant to the Revolving Credit hereunder, it shall verbally give UMB notice of the Borrower's intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit in such manner. All borrowings and payments by the Borrower under the Revolving Credit shall be recorded by UMB on in its books and records and the principal amount outstanding discretion from time to time, plus interest payable thereonbe repaid and used again, shall be determined by reference to but not including the books and records Termination Date. The Revolving Credit, subject to all of UMB. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum amount of the Revolving Credit Note executed hereunder which each Bank agrees to extend to the Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its "COMMITMENT" and cumulatively for all the Banks the "COMMITMENTS") (subject to any reductions thereof pursuant to the terms hereof). The obligations of this Agreementthe Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the terms Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Revolving Original Credit Note shall control. All Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans of the Borrower currently outstanding under the Revolving Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be reduced such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to zero by December 1, 1999their respective Commitments (which Loans shall initially constitute Domestic Rate Loans). .SECTION 2.

The Revolving Credit. Subject to all the terms and conditions hereof, UMB agrees to lend the Bank shall make available to the Borrower during the period of time beginning Borrowers, commencing on the date hereof Fourth Amendment Closing Date and ending on December until April 1, 19991998 (the "Contract Period"), such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof a revolving credit facility (the "Revolving Credit") in the maximum principal amount of (i) $9,000,000 for the period from the Fourth Amendment Closing Date through June 30, 1997, (ii) $7,500,000 for the period from July 1, 1997 through September 30, 1997, (iii) $6,500,000 for the period from October 1, 1997 through December 31, 1997, and (iv) $5,500,000 for the period from January 1, 1998 through the end of the Contract Period (the "Revolving Credit Commitment"). The Borrower may prepay all or At any part time and from time to time during Contract Period, upon the request of the Borrowers, the Bank shall provide to the Borrowers a loan or loans in multiples of One Thousand Dollars ($1,000), which shall be used by the Borrowers for working capital. The Borrowers may use the Revolving Credit during the period referred to in the preceding sentence by borrowing, repaying and reborrowing in accordance with the terms of this Agreement. From the Fourth Amendment Closing Date through June 30, 1997, the aggregate outstanding obligations hereunder principal under the Revolving Credit at any time on one shall not exceed the Revolving Credit Commitment. From and after July 1, 1997, the aggregate outstanding principal under the Revolving Credit at any time shall not exceed the lesser of (1i) business day's prior notice and without penaltythe Revolving Credit Commitment or (ii) the Borrowing Base as at that time. Any prepayment If, at any time, the aggregate outstanding principal under the Revolving Credit exceeds the lesser of the outstanding Borrowing Base or the Revolving Credit Commitment, then, without any requirement of demand or notice from the Bank, the Borrowers shall immediately pay to the Bank the amount of such excess. At the end of the Contract Period, unless the same has been extended by written agreement between the Bank and the Borrowers, the Bank's commitment to make loans pursuant to the Revolving Credit shall terminate, all Loans loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower from time to time during the period beginning upon the date of this Agreement immediately mature and ending on November 30, 1999, an aggregate principal amount not to exceed the difference between (i) the then outstanding aggregate principal amount of the Borrower's aggregate indebtedness under the Revolving Credit, and (ii) the amount of the Revolving Credit; provided, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note Bank Indebtedness shall be immediately due and payable to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant to the Revolving Credit hereunder, it shall verbally give UMB notice of the Borrower's intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit in such manner. All borrowings and payments by the Borrower under the Revolving Credit shall be recorded by UMB on its books and records and the principal amount outstanding from time to time, plus interest payable thereon, shall be determined by reference to the books and records of UMB. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms of the Revolving Credit Note executed hereunder and the terms of this Agreement, the terms of the Revolving Credit Note shall control. All Loans of the Borrower under the Revolving Credit shall be reduced to zero by December 1, 1999full."

The Revolving Credit. Subject to all the terms and conditions hereof, UMB each Lender severally agrees to lend to the Borrower during the period of time beginning on the date hereof and ending on December 1, 1999, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof extend a revolving credit (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penalty. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower Company which may be availed of by the Company from time to time during the period beginning upon from and including the date hereof to but not including the Revolving Credit Termination Date, at which time the commitments of this Agreement and ending on November 30the Lenders to extend credit under the Revolving Credit shall expire. The maximum amount of the Revolving Credit which each Lender agrees to extend to the Company shall be as set forth opposite such Lender's signature hereto under the heading "Revolving Credit Commitment" or as otherwise provided in Section 11.10 hereof, 1999as such amount may be reduced pursuant hereto. The Revolving Credit may be utilized by the Company in the form of Loans, an aggregate principal amount not to exceed the difference between all as more fully hereinafter set forth, provided that (i) the then outstanding aggregate principal amount of the Borrower's aggregate indebtedness Loans under the Revolving Credit, Credit outstanding at any one time shall not exceed the Revolving Credit Commitments and (ii) no additional Loans shall be available under the Revolving Credit unless the commitments under the Long-Term Credit Agreement are fully utilized. During the period from and including the date hereof to but not including the Revolving Credit Termination Date, the Company may use the Revolving Credit Commitments by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Revolving Credit; providedCredit Commitments is necessary, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant to the Revolving Credit hereunder, it shall verbally give UMB notice of the Borrower's intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit in such manner. All borrowings and payments by the Borrower outstanding under the Revolving Credit shall be recorded by UMB on its books and records and the principal amount outstanding from time deemed to time, plus interest payable thereon, shall be determined by reference to the books and records of UMB. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms of utilize the Revolving Credit Note executed hereunder and the terms of this Agreement, the terms Commitments. The obligations of the Revolving Credit Note Lenders hereunder are several and not joint, and no Lender shall control. All Loans of the Borrower under any circumstances be obligated to extend credit under the Revolving Credit shall be reduced to zero by December 1, 1999in excess of its Revolving Credit Commitment.

The Revolving Credit. Subject to all the terms and conditions hereof, UMB agrees the Banks agree to lend extend a revolving credit (the “Revolving Credit”) to the Borrower during the period of time beginning on the date hereof and ending on December 1, 1999, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penalty. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower from time to time during the period beginning upon the date of this Agreement and ending on November 30, 1999, in an aggregate principal amount at any one time outstanding not to exceed the difference between lesser of (iA) the then outstanding aggregate principal amount Base Revolving Credit Commitments or, during the Availability Period, the sum of the Borrower's aggregate indebtedness under Base Revolving Credit Commitments plus the Seasonal Revolving Credit, Credit Commitments and (iiB) the amount Borrowing Base as then determined and computed, which may be availed of the Revolving Credit; provided, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant to the Revolving Credit hereunder, it shall verbally give UMB notice of the Borrower's intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit in such manner. All borrowings and payments by the Borrower under the Revolving Credit shall be recorded by UMB on in its books and records and the principal amount outstanding discretion from time to time, plus interest payable thereonbe repaid and used again, shall be determined by reference to but not including the books and records Termination Date. The Revolving Credit, subject to all of UMB. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms and conditions hereof, may be utilized by the Borrower in the form of Base Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum amount of the Revolving Credit Note executed hereunder and which each Bank agrees to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms of this Agreement, the terms hereof). The maximum amount of the Revolving Credit Note that a Bank agrees to extend to the Borrower shall controlbe the aggregate amount of its Commitment (subject to any reductions thereof pursuant to the terms hereof). All Loans The obligations of the Borrower Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, all Eurodollar Loans outstanding under the Revolving Original Credit Agreement shall be reduced prepaid out of the initial Borrowing hereunder (and each Bank currently a party to zero the Original Credit Agreement agrees to waive any compensation otherwise required by December 1Section 2.10 of the Original Credit Agreement with respect to, 1999and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and concurrently therewith there shall be such non-ratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Base Rate Loans).

The Revolving Credit. Subject (i) Prior to all terms and conditions hereofthe effectiveness of the FirstFifth Amendment, UMB agrees (x) the Original Revolving Lenders committed to lend make certain Loans (collectively, the “Original Revolving Loans”) to the Borrower during (and the period aggregate outstanding principal amount of time beginning such Original Revolving Loans immediately prior to the effectiveness of the FirstFifth Amendment (but exclusive of any PIK Interest which has accrued on or prior to the date hereof effectiveness of the Fifth Amendment) is $20,000,000) and, (y) there were no Letters of Credit Issued under Section 1.1(c) and ending (z) the LIFO Revolving Lenders committed to make certain LIFO Revolving Loans (as defined below) to the Borrower (and the aggregate outstanding principal amount of such LIFO Revolving Loans immediately prior to the effectiveness of the Fifth Amendment is $15,000,000). The commitments to provide the Original Revolving Loans are, as of the FirstFifth Amendment Date, as set forth on December 1, 1999, Schedule 1.1(b) under the heading “Original Revolving Loan Commitments” (such amount or amounts as the Borrower same may be reduced or increased from time to time request in accordance with this Agreement, being referred to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof (the "herein as such Lender’s “Original Revolving Credit"Loan Commitment”). The Borrower may prepay all or any part Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the outstanding obligations hereunder at any time on one (1) business day's prior notice Credit Parties contained herein, each Original Revolving Lender severally and without penalty. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB not jointly agrees to lend make Original Revolving Loans to the Borrower (unless the context shall otherwise require, the term “Original Revolving Loan” shall include any Incremental Revolving Loan) from time to time on any Business Day during the period beginning upon from and including the date of this Agreement and ending on November 30Restatement Effective Date through the Final Availability Date, 1999, in an aggregate principal amount not to exceed at any time outstanding such Lenders’ Original Revolving Loan Commitment (unless the difference between (i) context shall otherwise require, the then outstanding aggregate principal amount of term “Original Revolving Loan Commitments” shall include the Borrower's aggregate indebtedness under the Incremental Revolving Credit, and (ii) the amount of the Revolving CreditLoan Commitments); provided, however, that UMB after giving effect to any Borrowing of Original Revolving Loans, the aggregate principal amount of all outstanding Original Revolving Loans shall have no obligation not exceed the Maximum Original Revolving Loan Balance. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each LIFO Revolving Lender severally and not jointly agrees to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant to the Revolving Credit hereunder, it shall verbally give UMB notice of the Borrower's intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMB(each such Loan, and the Borrower hereby authorizes the disbursement of borrowings under the a “LIFO Revolving Credit in such manner. All borrowings and payments by the Borrower under the Loan” and, together with each Original Revolving Credit shall be recorded by UMB on its books and records and the principal amount outstanding Loan, a “Revolving Loan”) from time to timetime on any Business Day during the period from and including the First Amendment Date through the LIFO Maturity Date, plus interest payable thereonin an aggregate amount not to exceed at any time outstanding such Lender’s LIFO Revolving Loan Commitment, shall be determined by reference to the books and records of UMB. Such books and records shall be rebuttably presumed to be correct which LIFO Revolving Loan Commitments, as to such matters. In the event of any conflict between the terms of the Firstimmediately following the effectiveness of the Fifth Amendment Date, are set forth opposite such Lender’s name on Schedule 1.1(b) under the heading “LIFO Revolving Credit Note executed hereunder and Loan Commitments” (such amount as the terms of same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “LIFO Revolving Loan Commitment” and, together with such Lender’s Original Revolving Loan Commitment, such Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of LIFO Revolving Loans, the terms aggregate principal amount of all outstanding LIFO Revolving Loans shall not exceed the Maximum LIFO Revolving Credit Note shall control. All Loans of the Borrower under the Revolving Credit shall be reduced to zero by December 1, 1999Loan Balance.

The Revolving Credit. Subject to all the terms and conditions hereof, UMB each Lender severally agrees to lend to the Borrower during the period of time beginning on the date hereof and ending on December 1, 1999, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof extend a revolving credit (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penalty. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower Company which may be availed of by the Company from time to time during the period beginning upon from and including the date hereof to but not including the Revolving Credit Termination Date, at which time the commitments of this Agreement the Lenders to extend credit under the Revolving Credit shall expire. The maximum amount of the Revolving Credit which each Lender agrees to extend to the Company shall be as set forth opposite such Lender's signature hereto under the heading "Revolving Credit Commitment" or as otherwise provided in Section 11.10 hereof, as such amount may be reduced pursuant hereto. The Revolving Credit may be utilized by the Company in the form of Revolving Loans and ending on November 30Letters of Credit, 1999all as more fully hereinafter set forth, an aggregate principal amount not to exceed the difference between provided that (i) the then aggregate Original Dollar Amount of Loans (whether Revolving Loans or Swing Loans) and Letters of Credit outstanding aggregate principal amount at any one time shall not exceed the lesser of the Borrower's aggregate indebtedness under (x) the Revolving Credit, Credit Commitments and (y) the Borrowing Base as determined on the most recent Borrowing Base Certificate and (ii) the aggregate Original Dollar Amount of Revolving Loans and Letters of Credit and denominated in Alternative Currencies shall not exceed $15,000,000. During the period from and including the date hereof to but not including the Revolving Credit Termination Date, the Company may use the Revolving Credit Commitments by borrowing, repaying and reborrowing Revolving Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Revolving Credit; providedCredit Commitments is necessary, however, that UMB shall have no obligation to make any such Loan if an Event the Original Dollar Amount of Default has occurred Loans (whether Revolving Loans or Swing Loans) outstanding and is then continuing, regardless Letters of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable deemed to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant to utilize the Revolving Credit hereunder, it shall verbally give UMB notice Commitments. The obligations of the Borrower's intention Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to borrow pursuant to the extend credit in excess of its Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit in such manner. All borrowings and payments by the Borrower under the Revolving Credit shall be recorded by UMB on its books and records and the principal amount outstanding from time to time, plus interest payable thereon, shall be determined by reference to the books and records of UMB. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms of the Revolving Credit Note executed hereunder and the terms of this Agreement, the terms of the Revolving Credit Note shall control. All Loans of the Borrower under the Revolving Credit shall be reduced to zero by December 1, 1999Commitment.

The Revolving Credit. (a) Subject to all of the terms and conditions hereof, UMB agrees the Banks agree, severally and not jointly, to lend extend a Revolving Credit to the Borrower during Borrowers which may be utilized (i) by the period Borrowers in the form of time beginning on loans (individually a “Revolving Credit Loan” and collectively the date hereof “Revolving Credit Loans”), and ending on December 1(ii) by the Company in the form of Swing Loans (as hereinafter defined), 1999and L/Cs (as hereinafter defined). The Banks shall not be required to fund a Loan or issue a L/C hereunder, such amount or amounts as which when added with the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penalty. Any prepayment of the outstanding amount of all Credit Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 plus the aggregate principal amount of all Bid Loans (as hereinafter defined) outstanding under this Agreement plus the aggregate amount of Swing Loans outstanding under the Swing Line, plus the amount available for drawing under all L/Cs and the aggregate principal amount of all unpaid Reimbursement Obligations (as hereinafter defined) outstanding plus the Bond L/C Exposure (as hereinafter defined), would exceed the lesser of (i) the sum of the Banks’ Revolving Credit, UMB agrees to lend to the Borrower Credit Commitments (as hereinafter defined) in effect from time to time during the period beginning upon the date term of this Agreement (as hereinafter defined) and ending on November 30, 1999, an aggregate principal amount not to exceed the difference between (i) the then outstanding aggregate principal amount of the Borrower's aggregate indebtedness under the Revolving Credit, and Bond L/C Exposure or (ii) the Borrowing Base as determined on the basis of the most recent Borrowing Base Certificate. The Banks shall not be required to fund a Loan to the Foreign Borrowers hereunder, which when added to the aggregate outstanding principal amount of the Revolving Credit; provided, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements thereforLoans borrowed by the Foreign Borrowers, if any)would exceed $25,000,000. The Revolving Credit Note shall be due and payable to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant available to the Revolving Credit hereunder, it shall verbally give UMB notice of the Borrower's intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMBBorrowers, and the Borrower hereby authorizes the disbursement may be availed of borrowings under the Revolving Credit in such manner. All borrowings and payments by the Borrower under the Revolving Credit shall be recorded by UMB on its books and records and the principal amount outstanding Borrowers from time to time, plus interest payable thereon, shall be determined by reference repaid (subject to the books restrictions on prepayment set forth herein) and records of UMB. Such books used again, during the period from the date hereof to and records shall be rebuttably presumed to be correct as to such matters. In including February 8, 2013 (the event of any conflict between the terms of the Revolving Credit Note executed hereunder and the terms of this Agreement, the terms of the Revolving Credit Note shall control. All Loans of the Borrower under the Revolving Credit shall be reduced to zero by December 1, 1999“Termination Date”).

The Revolving Credit. Subject to all the terms and conditions hereofof this Agreement, UMB including, without limitation, compliance by the Borrower with the Budget, and in reliance upon the representations and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees (i) to lend make Loans to the Borrower during the period of time beginning on the date hereof and ending on December 1(each such Loan, 1999, such amount or amounts as the Borrower may a “Closing Date Revolving Loan”) from time to time request to borrow up to on any Business Day during the period from the Closing Date through the Final Availability Date, in an aggregate outstanding principal amount owing not to UMB ofexceed the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Closing Date Revolving Loan Commitments” (such amount, but as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Revolving Lender’s “Closing Date Revolving Loan Commitment”), and (ii) to make Loans to the Borrower (each such Loan, a “Fifth Amendment Revolving Loan”; the Fifth Amendment Revolving Loans shall be deemed to be made in addition to the Closing Date Revolving Loans and shall constitute a portion of the Revolving Loans for all purposes under this Agreement and each other Loan Document) on the Fifth Amendment Effective Date, in an aggregate amount not exceeding at to exceed the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Fifth Amendment Revolving Loan Commitments” (such amount, as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Revolving Lender’s “Fifth Amendment Revolving Loan Commitment”); provided, however, that, after giving effect to any timeBorrowing of Revolving Loans, $35,000,000.00 less the aggregate principal amount of all Term outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. For the avoidance of doubt, and subject to the terms and conditions of this Agreement, on the Fifth Amendment Effective Date the Borrower shall request, and the Fifth Amendment Lenders shall provide, Fifth Amendment Revolving Loans in the full amount of the Fifth Amendment Revolving Loan Commitment. Notwithstanding anything to the contrary in this Agreement, on and after the Fifth Amendment Effective Date, amounts borrowed under this subsection 1.1(b) and any other outstanding Revolving Loans, once prepaid or repaid, may not be reborrowed. The “Maximum Revolving Loan Balance” from time to time will equal (x) the Aggregate Revolving Loan Commitment then in effect less (y) the sum of (I) the aggregate amount of Letter of Credit Obligations plus (II) the aggregate principal amount of outstanding Swing Loans. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. Each Loan made under this subsection 1.1(b) is referred to as a “Revolving Loan”. A Revolving Lender’s Closing Date Revolving Loan Commitment and Fifth Amendment Revolving Loan Commitment are referred to herein together as such Revolving Lender’s “Revolving Loan Commitment”. Without limiting the generality of the foregoing, the Fifth Amendment Revolving Loans made pursuant to Section 2.3 hereof 1.1(b)(ii) shall (A) constitute Obligations under the "Revolving Credit"). The Borrower may prepay Loan Documents and have all or any part of the outstanding obligations hereunder at any time on one benefits thereof, (1B) business day's prior notice and without penalty. Any prepayment have all of the outstanding amount of all rights, remedies, privileges and protections applicable to Revolving Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower from time to time during the period beginning upon the date of this Agreement and ending on November 30, 1999, an aggregate principal amount not the other Loan Documents and (C) be secured by the Liens granted to exceed the difference between (i) the then outstanding aggregate principal amount of the Borrower's aggregate indebtedness Agent under the Collateral Documents. All references to “a Revolving Credit, and (ii) the amount of Loan” or “the Revolving Credit; provided, however, that UMB Loans” contained in this Agreement and the other Loan Documents shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant refer to the Revolving Credit hereunder, it shall verbally give UMB notice Loans (after giving effect to the making of the Borrower's intention to borrow pursuant to the Fifth Amendment Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit in such manner. All borrowings and payments by the Borrower under the Revolving Credit shall be recorded by UMB on its books and records and the principal amount outstanding from time to time, plus interest payable thereon, shall be determined by reference to the books and records of UMB. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms of the Revolving Credit Note executed hereunder and the terms of this Agreement, the terms of the Revolving Credit Note shall control. All Loans of the Borrower under the Revolving Credit shall be reduced to zero by December 1, 1999Loans).”

The Revolving Credit. Subject (i) Prior to all terms and conditions hereofthe effectiveness of the FifthSixth Amendment, UMB agrees (x) the Original Revolving Lenders committed to lend make certain Loans (collectively, the “Original Revolving Loans”) to the Borrower during (and the period aggregate outstanding principal amount of time beginning such Original Revolving Loans immediately prior to the effectiveness of the FifthSixth Amendment (but exclusive of any PIK Interest which has accrued on or prior to the date hereof effectiveness of the FifthSixth Amendment) is $20,000,000), (y) there were no Letters of Credit Issued under Section 1.1(c) and ending (z) the LIFO Revolving Lenders committed to make certain LIFO Revolving Loans (as defined below) to the Borrower (and the aggregate outstanding principal amount of such LIFO Revolving Loans immediately prior to the effectiveness of the FifthSixth Amendment is $15,000,00030,000,000). The commitments to provide the Original Revolving Loans are, as of the FifthSixth Amendment Date, as set forth on December 1, 1999, Schedule 1.1(b) under the heading “Original Revolving Loan Commitments” (such amount or amounts as the Borrower same may be reduced or increased from time to time request in accordance with this Agreement, being referred to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof (the "herein as such Lender’s “Original Revolving Credit"Loan Commitment”). The Borrower may prepay all or any part Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the outstanding obligations hereunder at any time on one (1) business day's prior notice Credit Parties contained herein, each Original Revolving Lender severally and without penalty. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB not jointly agrees to lend make Original Revolving Loans to the Borrower (unless the context shall otherwise require, the term “Original Revolving Loan” shall include any Incremental Revolving Loan) from time to time on any Business Day during the period beginning upon from and including the date of this Agreement and ending on November 30Restatement Effective Date through the Final Availability Date, 1999, in an aggregate principal amount not to exceed at any time outstanding such Lenders’ Original Revolving Loan Commitment (unless the difference between (i) context shall otherwise require, the then outstanding aggregate principal amount of term “Original Revolving Loan Commitments” shall include the Borrower's aggregate indebtedness under the Incremental Revolving Credit, and (ii) the amount of the Revolving CreditLoan Commitments); provided, however, that UMB after giving effect to any Borrowing of Original Revolving Loans, the aggregate principal amount of all outstanding Original Revolving Loans shall have no obligation not exceed the Maximum Original Revolving Loan Balance. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each LIFO Revolving Lender severally and not jointly agrees to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant to the Revolving Credit hereunder, it shall verbally give UMB notice of the Borrower's intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMB(each such Loan, and the Borrower hereby authorizes the disbursement of borrowings under the a “LIFO Revolving Credit in such manner. All borrowings and payments by the Borrower under the Loan” and, together with each Original Revolving Credit shall be recorded by UMB on its books and records and the principal amount outstanding Loan, a “Revolving Loan”) from time to timetime on any Business Day during the period from and including the First Amendment Date through the LIFO Maturity Date, plus interest payable thereonin an aggregate amount not to exceed at any time outstanding such Lender’s LIFO Revolving Loan Commitment, shall be determined by reference to which LIFO Revolving Loan Commitments, immediately following the books and records of UMB. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms effectiveness of the FifthSixth Amendment, are set forth opposite such Lender’s name on Schedule 1.1(b) under the heading “LIFO Revolving Credit Note executed hereunder and Loan Commitments” (such amount as the terms of same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “LIFO Revolving Loan Commitment” and, together with such Lender’s Original Revolving Loan Commitment, such Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of LIFO Revolving Loans, the terms aggregate principal amount of all outstanding LIFO Revolving Loans shall not exceed the Maximum LIFO Revolving Credit Note shall control. All Loans of the Borrower under the Revolving Credit shall be reduced to zero by December 1, 1999Loan Balance.

The Revolving Credit. Subject to all the terms and conditions hereof, UMB each Lender severally agrees to lend to the Borrower during the period of time beginning on the date hereof and ending on December 1, 1999, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof extend a revolving credit (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penalty. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower Company which may be availed of by the Company from time to time during the period beginning upon from and including the date hereof to but not including the Revolving Credit Termination Date, at which time the commitments of this Agreement the Lenders to extend credit under the Revolving Credit shall expire. The maximum amount of the Revolving Credit which each Lender agrees to extend to the Company shall be as set forth opposite such Lender's signature hereto under the heading "Revolving Credit Commitment" or as otherwise provided in Section 11.10 hereof, as such amount may be reduced pursuant hereto. The Revolving Credit may be utilized by the Company in the form of Loans and ending on November 30Letters of Credit, 1999all as more fully hereinafter set forth, an aggregate principal amount not to exceed the difference between provided that (i) the then aggregate Original Dollar Amount of Loans and Letters of Credit outstanding aggregate principal amount of the Borrower's aggregate indebtedness under at any one time shall not exceed the Revolving Credit, Credit Commitments and (ii) the aggregate Original Dollar Amount of Loans denominated in Alternative Currencies shall not exceed $15,000,000. During the period from and including the date hereof to but not including the Revolving Credit Termination Date, the Company may use the Revolving Credit Commitments by borrowing, repaying and reborrowing Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Revolving Credit; providedCredit Commitments is necessary, however, that UMB shall have no obligation to make any such Loan if an Event the Original Dollar Amount of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant to outstanding under the Revolving Credit hereunder, it and Letters of Credit shall verbally give UMB notice of the Borrower's intention be deemed to borrow pursuant to utilize the Revolving Credit as early as possible on or before the proposed date of borrowingCommitments. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount The obligations of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMBLenders hereunder are several and not joint, and the Borrower hereby authorizes the disbursement of borrowings no Lender shall under any circumstances be obligated to extend credit under the Revolving Credit in such manner. All borrowings and payments by the Borrower under the Revolving Credit shall be recorded by UMB on its books and records and the principal amount outstanding from time to time, plus interest payable thereon, shall be determined by reference to the books and records excess of UMB. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms of the Revolving Credit Note executed hereunder and the terms of this Agreement, the terms of the Revolving Credit Note shall control. All Loans of the Borrower under the Revolving Credit shall be reduced to zero by December 1, 1999.its

The Revolving Credit. Subject to all the terms and conditions hereof, UMB each Lender severally agrees to lend to the Borrower during the period of time beginning on the date hereof and ending on December 1, 1999, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof extend a revolving credit (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penalty. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower Company which may be availed of by the Company from time to time during the period beginning upon from and including the date hereof to but not including the Revolving Credit Termination Date, at which time the commitments of this Agreement the Lenders to extend credit under the Revolving Credit shall expire. The maximum amount of the Revolving Credit which each Lender agrees to extend to the Company shall be as set forth opposite such Lender's signature hereto under the heading "Revolving Credit Commitment" or as otherwise provided in Section 11.10 hereof, as such amount may be reduced pursuant hereto. The Revolving Credit may be utilized by the Company in the form of Loans and ending on November 30Letters of Credit, 1999all as more fully hereinafter set forth, an aggregate principal amount not to exceed provided that the difference between (i) the then outstanding aggregate principal amount of the Borrower's aggregate indebtedness Loans under the Revolving Credit and Letters of Credit outstanding at any one time shall not exceed the Revolving Credit Commitments. During the period from and including the date hereof to but not including the Revolving Credit Termination Date, the Company may use the Revolving Credit Commitments by borrowing, repaying and reborrowing Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and (ii) having the Agent issue new Letters of Credit, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Revolving Credit; providedCredit Commitments is necessary, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant to outstanding under the Revolving Credit hereunder, it and Letters of Credit shall verbally give UMB notice of the Borrower's intention be deemed to borrow pursuant to utilize the Revolving Credit as early as possible on or before the proposed date of borrowingCommitments. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount The obligations of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMBLenders hereunder are several and not joint, and the Borrower hereby authorizes the disbursement of borrowings no Lender shall under any circumstances be obligated to extend credit under the Revolving Credit in such manner. All borrowings and payments by the Borrower under the excess of its Revolving Credit shall be recorded by UMB on its books and records and the principal amount outstanding from time to time, plus interest payable thereon, shall be determined by reference to the books and records of UMBCommitment. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms of the Revolving Credit Note executed hereunder and the terms of this Agreement, the terms of the Revolving Credit Note shall control. All Loans of the Borrower under the Revolving Credit shall be reduced to zero by December 1, 1999.

The Revolving Credit. Subject to all the terms and conditions hereof, UMB each Lender severally agrees to lend to the Borrower during the period of time beginning on the date hereof and ending on December 1, 1999, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof extend a revolving credit (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penalty. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower Company which may be availed of by the Company from time to time during the period beginning upon from and including the date hereof to but not including the Revolving Credit Termination Date, at which time the commitments of this Agreement and ending on November 30the Lenders to extend credit under the Revolving Credit shall expire. The maximum amount of the Revolving Credit which each Lender agrees to extend to the Company shall be as set forth opposite such Lender's signature hereto under the heading "Revolving Credit Commitment" or as otherwise provided in Section 11.10 hereof, 1999as such amount may be reduced pursuant hereto. The Revolving Credit may be utilized by the Company in the form of Loans, an aggregate principal amount not to exceed the difference between all as more fully hereinafter set forth, provided that (i) the then outstanding aggregate principal amount of the Borrower's aggregate indebtedness Loans under the Revolving Credit, Credit outstanding at any one time shall not exceed the Revolving Credit Commitments and (ii) no additional Loans shall be available under the Revolving Credit unless the commitments under the Long-Term Credit Agreement are fully utilized. During the period from and including the date hereof to but not including the Revolving Credit Termination Date, the Company may use the Revolving Credit Commitments by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Revolving Credit; providedCredit Commitments is necessary, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Note" which shall include all extensions and renewals thereof and replacements therefor, if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1, 1999. As the Borrower desires to obtain Loans pursuant to the Revolving Credit hereunder, it shall verbally give UMB notice of the Borrower's intention to borrow pursuant to the Revolving Credit as early as possible on or before the proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit in such manner. All borrowings and payments by the Borrower outstanding under the Revolving Credit shall be recorded by UMB on its books and records and the principal amount outstanding from time deemed to time, plus interest payable thereon, shall be determined by reference to the books and records of UMB. Such books and records shall be rebuttably presumed to be correct as to such matters. In the event of any conflict between the terms of utilize the Revolving Credit Note executed hereunder and the terms of this Agreement, the terms Commitments. The obligations of the Revolving Credit Note Lenders hereunder are several and not joint, and no Lender shall control. All Loans of the Borrower under any circumstances be obligated to extend credit under the Revolving Credit shall be reduced to zero by December 1, 1999.in excess of its