Common use of The Revolving Credit Clause in Contracts

The Revolving Credit. Subject to the terms and conditions of this Agreement, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (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 Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4. The “Maximum Revolving Loan Balance” at any time shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided herein.

The Revolving Credit. Subject Holdings hereby acknowledges and agrees that pursuant to the terms and conditions of this Original Credit Agreement, each Revolving Lender severally and not jointly agrees the Original Banks provided to make Loans to the Borrower (each such Loan, a “Revolving Loan”) Holdings revolving loans from time to time of which [$_____________]82,900,000.00 in aggregate principal amount is outstanding on any Business Day during the period from date hereof. Subject to the Closing Date through conditions set forth herein, the Revolving Termination parties hereto hereby acknowledge and agree that on and after the Effective Date, each Remaining Bank and each New Bank shall be a Bank under this Agreement and the other Loan Documents with Revolving Commitments and Pro Rata Shares as set forth on Schedule 2.01 attached hereto (each such commitment, a "Revolving Commitment") in an aggregate amount not to exceed at any time outstanding the amount set forth opposite Aggregate Revolving Commitment, with the rights, duties and obligations of such Lender’s name a Bank under this Agreement and the other Loan Documents. To effect the foregoing, on the Effective Date, Agent shall calculate the Pro Rata Share of each Remaining Bank and each New Bank in Schedule 1.1(b) under the heading “each Revolving Loan Commitment” or in the Assignment pursuant to which then outstanding (each such Lender became a Lender hereunder (such amountloan, as the same may be reduced or increased together with all other loans advanced from time to time pursuant to this Section 2.01(b), a "Revolving Loan"). Based upon such calculation, each New Bank and any applicable Remaining Bank shall purchase from the Original Banks such shares in accordance with this Agreement, being referred the outstanding Revolving Loans as Agent determines is necessary to herein as such Lender’s “cause each Remaining Bank and each New Bank to hold Revolving Loans in each outstanding Revolving Loan Commitment”); provided, however, thatBorrowing in a principal amount equal to such Remaining Bank's and such New Bank's Pro Rata Share of such Revolving Loan Borrowings. On and after the Effective Date, after giving effect to any Borrowing of Revolving Loans, (i) the aggregate principal amount Effective Amount of all outstanding Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed an amount equal to the Maximum lesser of (1) the combined Revolving Loan BalanceCommitments of the Banks and (2) the Borrowing Base; and (ii) the Effective Amount of the Revolving Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations and the Effective Amount of all Swingline Loans shall not at any time exceed such Bank's Revolving Commitment. Subject Within the limits of each Bank's Revolving Commitment, and subject to the other terms and conditions hereof, amounts borrowed Holdings may borrow under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4. The “Maximum Revolving Loan Balance” at any time shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received)2.01, prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided hereinunder Section 2.07 and reborrow under this Section 2.01.

The Revolving Credit. Subject to Each Bank severally agrees, on the terms and conditions of this Agreementhereinafter set forth, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower Borrowers (each such Loan, a “Revolving Loan”"REVOLVING LOAN") from time to time on any Business Day during the period from the Closing Date through to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s Bank's name in Schedule 1.1(bSCHEDULE 2.01(b) under the heading “"Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder " (such amount, amount as the same may be reduced pursuant to Section 2.05 or increased from time as a result of one or more assignments pursuant to time in accordance with this AgreementSection 11.08, being referred to herein as such Lender’s “Bank's "REVOLVING COMMITMENT"); PROVIDED, HOWEVER, that no Revolving Loan Commitment”); provided, however, thatshall be made hereunder if, after giving effect to any Borrowing of Revolving Loans, Loans (i) the aggregate principal amount Effective Amount of all outstanding Revolving Loans and the Effective Amount of all L/C Obligations shall not exceed the Maximum Aggregate Revolving Loan BalanceCommitment; (ii) the Effective Amount of the Revolving Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall exceed such Bank's Revolving Commitment; or (iii) the Effective Amount of all Revolving Loans made for the account of WMS shall exceed the WMS Subfacility. Subject Within the foregoing limits, and subject to the other terms and conditions hereof, amounts borrowed the Borrowers may borrow under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4. The “Maximum Revolving Loan Balance” at any time shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is receivedsubsection 2.01(b), prepay pursuant to Section 2.06 and reborrow pursuant to this subsection 2.01(b). Notwithstanding the foregoing, in the event WSS ceases to own 100% of the outstanding capital stock of WMS, the WMS Subfacility shall be terminated and WMS shall have no further right to request Revolving Loans, nor shall the Banks have any further obligation to make Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided hereinWMS under this Agreement.

The Revolving Credit. (A) Subject to the terms and conditions of set forth in this Agreement, each Revolving Lender severally and not jointly Bank, for itself only, agrees to make Loans lend to the Borrower (each such Loan, a “Revolving Loan”) Borrowers from time to time on any Business Day during the period from the Closing Date through to but not including the Revolving Termination Date, in an such sums as the Borrowers may request; provided that (1) the aggregate outstanding principal amount thereof shall not to exceed at any time outstanding the amount set forth opposite of such Lender’s name Bank's Commitment as in Schedule 1.1(beffect at such time, (2) at any one time, the total outstanding principal under the heading “Revolving Credit plus the total outstanding principal under the Second Term Loan Commitment” or in plus the Assignment pursuant to which such Lender became a Lender hereunder (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 Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing Letter of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans Credit Liability shall not exceed the Maximum Credit Limit and (3) the Letter of Credit Liability shall at no time exceed the Letter of Credit Sublimit. If the total outstanding principal under the Revolving Loan Balance. Subject to Credit, plus the other terms and conditions hereoftotal outstanding principal under the Second Term Loan, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4. The “Maximum Revolving Loan Balance” plus the Letter of Credit Liability at any time exceeds the Credit Limit, the Borrowers shall equal immediately repay the Aggregate Revolving Loan Commitment then in effectamount of such excess together with accrued interest thereon and any amount which may be due pursuant to Section 2.17(B) on account of such payment. If, less at any time, the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans Liability exceeds the Maximum Revolving Loan BalanceLetter of Credit Sublimit, then the Borrower shall, no later than the Business Day following written notice thereof by Borrowers shall pledge to the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, for the Borrower shall make such prepayment no later than benefit of the second Business Day after such notice is received), prepay outstanding Revolving Loans Banks cash collateral in an amount sufficient equal to eliminate or greater than the amount by which such excessLetter of Credit Liability exceeds the Letter of Credit Sublimit, which cash collateral shall be deposited and held in the Letter of Credit Cash Collateral Account. No The Borrowers shall use the Revolving Loans may be drawn on Credit for the Closing Date except purposes set forth in the Background section hereof and for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided hereinno other purposes.

The Revolving Credit. (a) Subject to the terms and conditions of this AgreementAgreement and so long as there exists no Default, at any time prior to the Revolving Credit Termination Date, each Revolving Lender Lender, severally and not jointly agrees to jointly, shall make Loans such Revolving Credit Advances to the Borrower (each such Loan, a “Revolving Loan”) as the Borrower may from time to time on any Business Day during request, by notice to the period from the Closing Date through the Revolving Termination DateAgent in accordance with Section 2.2, in an aggregate amount (i) as to each Lender, not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b's Commitment Percentage of the Maximum Revolving Credit Amount, and (ii) under as to all Lenders, not to exceed the heading “Maximum Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (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 Lender’s “Revolving Loan Commitment”)Credit Amount; provided, however, thatthat at no time shall any Lender make a Revolving Credit Advance to any Borrower if, after giving effect to any Borrowing of such Revolving LoansCredit Advance, the aggregate amount of Revolving Credit Advances made to the Borrowers exceeds the Borrowing Base. The outstanding principal amount of the Revolving Credit Advances, together with all outstanding accrued interest and other fees and charges related thereto, shall be repaid in full on the Revolving Loans Credit Termination Date. On the Closing Date the Borrower shall not exceed execute and deliver to each Lender a Revolving Credit Note to evidence the Maximum Revolving Loan BalanceCredit Advances from time to time made by such Lender to the Borrower hereunder. Subject to the other terms foregoing limitations and conditions hereof, amounts borrowed under this the provisions of Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4. The “Maximum Revolving Loan Balance” at any time shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day4.2, the Borrower shall have the right to make prepayments reducing the outstanding balance of Revolving Credit Advances and to request further Revolving Credit Advances, all in accordance with Section 2.2, without other restrictions hereunder; provided that the Lenders shall have the absolute right to refuse to make any Revolving Credit Advances for so long as there exists any Default or any other condition which would constitute a Default upon the making of such prepayment no later than the second Business Day after such notice is received), prepay outstanding a Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided hereinCredit Advance.

The Revolving Credit. Subject to the terms and conditions of this Agreementhereof, each the Banks agree to extend a revolving credit (the “Revolving Lender severally and not jointly agrees to make Loans Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (each such LoanA) the Base Revolving Credit Commitments or, a “during the Availability Period, the sum of the Base Revolving Loan”Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time on any Business Day during time, be repaid and used again, to but not including the period from the Closing Date through the Revolving Termination Date. The Revolving Credit, in an aggregate amount not subject to exceed at any time outstanding all of the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (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 Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium utilized by the Borrower in the form of Domestic Rate Loans or penalty except Eurodollar Loans, all as provided in Section 10.4more fully hereinafter set forth. The “Maximum Revolving Loan Balance” at any time shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate maximum amount of Letter of the Revolving Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then which each Bank agrees to extend to the Borrower shallshall 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 hereof). The maximum amount of the Revolving Credit 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 the Banks hereunder are several and not joint, and no later than 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 Business Day following written notice thereof by Banks in proportion to their respective Commitments. On the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such dayEffective Date, the 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 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 make be such prepayment no later than nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the second Business Day after such notice is received), prepay Banks each hold their ratable share of all Loans then outstanding Revolving in proportion to their respective Commitments (which Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR shall initially constitute Domestic Rate Loans, in each case as provided herein).

The Revolving Credit. Subject to the terms and conditions hereof, each Lender severally agrees to extend a revolving credit (the "Revolving Credit") to the Company which may be availed of by the Company from time to time during the period from and including the date hereof to but not including the Revolving Credit Termination Date, at which time the commitments of 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 Letters of Credit, all as more fully hereinafter set forth, provided that (i) the aggregate Original Dollar Amount of Loans and Letters of Credit outstanding at any one time shall not exceed the Revolving 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, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (such amount, as the same may be reduced or increased from time to time in accordance with . For purposes of this Agreement, being referred to herein as such Lender’s “where a determination of the unused or available amount of the Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving LoansCredit Commitments is necessary, the aggregate principal amount Original Dollar Amount of all Loans outstanding under the Revolving Loans Credit and Letters of Credit shall not exceed be deemed to utilize the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4Credit Commitments. The “Maximum obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Revolving Loan Balance” at any time shall equal the Aggregate Revolving Loan Commitment then Credit in effect, less the aggregate amount excess of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided herein.its

The Revolving Credit. Subject to the terms and conditions hereinafter provided, including without limitation, satisfaction of the conditions precedent contained in Sections 4.1 and 4.2 hereof, Lenders shall extend to Borrowers the Revolving Credit, pursuant to which each Lender, for itself only, shall advance to Borrowers, from time to time during the period from the Closing Date to and including the Termination Date, its portion of such sums as Borrowers may request, each advance to be, in the minimum amount of $500,000.00 unless such advance is deemed made under Section 2.23(C) hereof (each such advance, a "Revolving Credit Advance"), provided that (A) the aggregate outstanding principal amount of each Lender's portion of the Revolving Credit Advances plus such Lender's portion of Letter of Credit Obligations shall not exceed the RC Commitment of such Lender, (B) the total outstanding principal under the Revolving Credit plus the Letter of Credit Obligations at any one time shall not exceed the Revolving Credit Limit, and (C) the Letter of Credit Obligations at any one time shall not exceed the Letter of Credit Limit. Each Revolving Credit Advance shall be from all Lenders ratably according to their respective Pro Rata Shares of the Revolving Credit. If, at any time, the aggregate amount of the Revolving Credit Advances outstanding at any time plus the Letter of Credit Obligations exceeds the Revolving Credit Limit, then Borrowers shall repay immediately the amount of such excess to Agent for Issuing Bank and Lenders. If, at any time, the aggregate Letter of Credit Obligations exceed the Letter of Credit Limit, Borrowers shall pledge to Agent for the benefit of itself, Issuing Bank and Lenders cash collateral in an amount equal to the amount by which such Letter of Credit Obligations exceed the Letter of Credit Limit, which cash collateral shall be deposited and held in the Letter of Credit Cash Collateral Account. Borrowers may borrow, repay and reborrow under the Revolving Credit until the Termination Date subject to the terms and conditions of this Agreement, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (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 Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4. The “Maximum Revolving Loan Balance” at any time shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided herein.

The Revolving Credit. Subject to the terms and conditions hereof, each Lender severally agrees to extend a revolving credit (the "Revolving Credit") to the Company which may be availed of by the Company from time to time during the period from and including the date hereof to but not including the Revolving Credit Termination Date, at which time the commitments of 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 Letters of Credit, all as more fully hereinafter set forth, provided that (i) the aggregate Original Dollar Amount of Loans (whether Revolving Loans or Swing Loans) and Letters of Credit outstanding at any one time shall not exceed the lesser of (x) the Revolving 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, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (such amount, as the same may be reduced or increased from time to time in accordance with . For purposes of this Agreement, being referred to herein as such Lender’s “where a determination of the unused or available amount of the Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving LoansCredit Commitments is necessary, the aggregate principal amount Original Dollar Amount of all outstanding Loans (whether Revolving Loans or Swing Loans) outstanding and Letters of Credit shall not exceed be deemed to utilize the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4Credit Commitments. The “Maximum obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit in excess of its Revolving Loan Balance” at any time shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided hereinCommitment.

The Revolving Credit. Subject to On the terms and subject to the conditions of this Agreement, each Revolving Lender severally and not jointly agrees to make Loans advance to Holdings from time to time during the Borrower period beginning on the Effective Date and ending on the Revolving Loan Maturity Date such loans (each such Loanloan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) Dollars as Holdings may request under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (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 Lender’s “Revolving Loan Commitment”Section 2.01(b); provided, however, that, that (i) after giving effect to any Borrowing of Revolving Loans, (A) the aggregate principal amount Effective Amount of all outstanding Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed the Maximum combined Revolving Loan BalanceCommitments of the Revolving Lenders and (B) the Effective Amount of the Revolving Loans of any Revolving Lender plus the participation of such Revolving Lender in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment. Subject Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, amounts borrowed Holdings may borrow under this Section 1.1(b) may be repaid 2.01(b), prepay under Section 2.07 and reborrowed from time to time without premium or penalty except as provided in reborrow under this Section 10.42.01(b). The “Maximum Revolving Loan Balance” at any time shall equal On the Aggregate Revolving Loan Commitment then in effectEffective Date, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds then outstanding and held by each Revolving Lender (which for purposes of this Section 2.01(b) shall include each Departing Revolving Lender) shall be adjusted to reflect the Maximum changes in the Revolving Loan BalanceLenders’ Revolving Proportionate Shares, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required subject to Section 4.04. Each Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Lender having Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, or participations in each case as provided herein.L/C Obligations or Swingline Loans, then

The Revolving Credit. Subject to the all terms and conditions of this Agreementhereof, each Revolving Lender severally and not jointly UMB agrees to make Loans lend to the Borrower (each during the period of time beginning on the date hereof and ending on July 1, 2001, such Loan, a “Revolving Loan”) 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 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 penalty on a FIFO basis. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any Business Day payment prior to June 30, 2001 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower from time to time during the period from beginning upon the Closing Date through the Revolving Termination Datedate of this Agreement and ending on June 30, in 2001, an aggregate principal amount not to exceed at any time the difference between (i) the then outstanding aggregate principal amount of the Borrower's aggregate indebtedness under the Revolving Credit, and (ii) the amount set forth opposite such Lender’s name in Schedule 1.1(b) under of the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (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 Lender’s “Revolving Loan Commitment”)Credit; provided, however, thatthat UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, after giving effect 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 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 June 30, 2001. 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 Borrowing 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 LoansCredit, UMB shall disburse the aggregate amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's main operating account 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 of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except 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 provided in Section 10.4to such matters. The “Maximum In the event of any conflict between the terms of the Revolving Loan Balance” at any time Credit Note executed hereunder and the terms of this Agreement, the terms of the Revolving Credit Note shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate amount control. All Loans of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shallunder the Revolving Credit shall be reduced to zero by June 30, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided herein2001.

The Revolving Credit. Subject to the terms and conditions of this Agreementhereinafter provided, each Revolving Lender severally and not jointly Lender, for itself only, agrees to make Loans its portion of advances requested under the Revolving Credit to the Borrower (including such sums deemed requested by the Borrower pursuant to Section 2.18 hereof) (each such Loanadvance under the Revolving Credit is hereinafter referred to as an "Advance"), a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through to and including the Revolving Termination Date, provided that (1) the aggregate outstanding principal amount of each Lender's portion of the Advances under the Revolving Credit when added to such Lender's participation in an aggregate amount not to exceed the Letter of Credit Liability at any time outstanding shall not exceed the amount set forth opposite such Lender’s 's name in Schedule 1.1(bon Exhibit 2.1(A) under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (such amounthereto, as the same such amount may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as by such Lender’s “'s Pro Rata Share of any reduction of the Commitment pursuant to Sections 2.1(D) or 2.6 hereof, (2) the total outstanding principal under the Revolving Loan Commitment”); provided, however, that, after giving effect Credit when added to any Borrowing the Letter of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans Credit Liability at that time shall not exceed the Maximum Commitment, and (3) the Letter of Credit Liability shall at no time exceed the Letter of Credit Sublimit. If the outstanding principal under the Revolving Loan Balance. Subject to Credit plus the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4. The “Maximum Revolving Loan Balance” Letter of Credit Liability at any time shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such dayCommitment, the Borrower shall make immediately repay the amount of the excess, together with accrued interest thereon, and any amount which may be due pursuant to Section 2.16 on account of such prepayment no later than payment. If, at any time, the second Business Day after such notice is received)aggregate Letter of Credit Liability exceeds the Letter of Credit Sublimit, prepay outstanding Revolving Loans the Borrower shall pledge to the Agent for the benefit of the Lender Group cash collateral in an amount sufficient equal to eliminate such excess. No Revolving Loans may or greater than the amount by which the Letter of Credit Liability exceeds the Letter of Credit Sublimit, which cash collateral shall be drawn on deposited and held in the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided herein.Letter of

The Revolving Credit. Subject to the all terms and conditions of this Agreementhereof, each Revolving Lender severally and not jointly UMB agrees to make Loans lend to the Borrower (each during the period of time beginning on the date hereof and ending on December 1, 2000, such Loan, a “Revolving Loan”) 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, $50,000,000 through July 1, 2000, reducing to $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 penalty on a FIFO basis. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any Business Day payment prior to January 31, 2001 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower from time to time during the period from beginning upon the Closing Date through the Revolving Termination Datedate of this Agreement and ending on January 31, in 2001, an aggregate principal amount not to exceed at any time the difference between (i) the then outstanding aggregate principal amount of the Borrower's aggregate indebtedness under the Revolving Credit, and (ii) the amount set forth opposite such Lender’s name in Schedule 1.1(b) under of the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (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 Lender’s “Revolving Loan Commitment”)Credit; provided, however, thatthat UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, after giving effect 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 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 January 31, 2001. 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 Borrowing 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 LoansCredit, UMB shall disburse the aggregate amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's main operating account 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 of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except 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 provided in Section 10.4to such matters. The “Maximum In the event of any conflict between the terms of the Revolving Loan Balance” at any time Credit Note executed hereunder and the terms of this Agreement, the terms of the Revolving Credit Note shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate amount control. All Loans of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shallunder the Revolving Credit shall be reduced to zero by January 31, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided herein2001.

The Revolving Credit. Subject to the terms and conditions hereof, each Lender severally agrees to extend a revolving credit (the "Revolving Credit") to the Company which may be availed of by the Company from time to time during the period from and including the date hereof to but not including the Revolving Credit Termination Date, at which time the commitments of 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, all as more fully hereinafter set forth, provided that (i) the aggregate principal amount of Loans under the Revolving 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, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (such amount, as the same may be reduced or increased from time to time in accordance with . For purposes of this Agreement, being referred to herein as such Lender’s “where a determination of the unused or available amount of the Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving LoansCredit Commitments is necessary, the aggregate principal amount of all Loans outstanding under the Revolving Loans Credit shall not exceed be deemed to utilize the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4Credit Commitments. The “Maximum obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Revolving Loan Balance” at any time shall equal the Aggregate Credit in excess of its Revolving Loan Commitment then in effect, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided hereinCommitment.

The Revolving Credit. Subject to Each Revolving Lender severally agrees, on the terms and conditions of this Agreementset forth herein, each Revolving Lender severally and not jointly agrees to make Loans loans to the Borrower Borrowers (each such Loanloan, a “"Revolving Loan”") from time to time on any Business Day during the period from the Closing Second Restatement Date through to the Revolving Termination Date, in Dollars and/or one or more Offshore Currencies to the Company and in Offshore Currencies only to any Subsidiary Borrower, in an aggregate amount the Dollar Equivalent of which shall not to exceed at any time outstanding the amount set forth opposite such Lender’s name in on Schedule 1.1(b) under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder 2.01 (such amount, as the same may be reduced or increased from time to time in accordance with this Agreementunder Section 2.09 or as a result of one or more assignments under Section 11.08, being referred to herein as such the Revolving Lender’s “'s "Revolving Loan Commitment”"); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the Dollar Equivalent of the Effective Amount of all Revolving Loans and Swing Line Loans outstanding at such time plus the Dollar Equivalent of the Effective Amount of all L/C Obligations outstanding at such time, plus the aggregate principal amount of all Fronted Offshore Currency Commitments outstanding at such time, shall not at any time exceed the Aggregate Revolving Loan Commitment; provided further, that the Dollar Equivalent of the Effective Amount of the outstanding Revolving Loans of any Revolving Lender plus the participation of such Revolving Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans and of the aggregate amount of all Fronted Offshore Currency Commitments shall not at any time exceed such Revolving Lender's Revolving Loan Commitment; and provided further, that the sum of the Dollar Equivalent of the Effective Amount of the outstanding Revolving Loans denominated in an Offshore Currency, plus the aggregate amount of all Fronted Offshore Currency Commitments shall not exceed the Maximum Offshore Currency Sublimit. Within the limits of each Revolving Loan Balance. Subject Lender's Commitment, and subject to the other terms and conditions hereof, amounts borrowed the Borrowers may borrow under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4. The “Maximum Revolving Loan Balance” at any time shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is receivedsubsection 2.01(c), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided hereinunder Section 2.10 and reborrow under this subsection 2.01(c).

The Revolving Credit. (a) Subject to all of the terms and conditions of this Agreementhereof, each Revolving Lender the Banks agree, severally and not jointly agrees jointly, to make Loans extend a Revolving Credit to the Borrower Borrowers which may be utilized (each such Loan, i) by the Borrowers in the form of loans (individually a “Revolving Credit Loan”) from time to time on any Business Day during ” and collectively the period from the Closing Date through the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitment” or Credit Loans”), and (ii) by the Company in the Assignment pursuant form of Swing Loans (as hereinafter defined), and L/Cs (as hereinafter defined). The Banks shall not be required to fund a Loan or issue a L/C hereunder, which such Lender became a Lender hereunder (such amount, as the same may be reduced or increased from time to time in accordance when added with this Agreement, being referred to herein as such Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all Revolving Credit Loans under the Revolving Credit plus the aggregate principal amount of all Bid Loans (as hereinafter defined) outstanding Revolving under this Agreement plus the aggregate amount of Swing Loans shall not 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 Maximum lesser of (i) the sum of the Banks’ Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(bCredit Commitments (as hereinafter defined) may be repaid and reborrowed in effect from time to time without premium during the term of this Agreement (as hereinafter defined) and the Bond L/C Exposure or penalty except (ii) the Borrowing Base as provided in Section 10.4determined on the basis of the most recent Borrowing Base Certificate. The “Maximum Revolving Banks shall not be required to fund a Loan Balance” at any time shall equal to the Aggregate Revolving Loan Commitment then in effectForeign Borrowers hereunder, less which when added to the aggregate outstanding principal amount of Letter of Revolving Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof borrowed by the Agent or Required Foreign Borrowers, would exceed $25,000,000. The Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such dayCredit shall be available to the Borrowers, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans and may be drawn 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 Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loansperiod from the date hereof to and including February 8, in each case as provided herein2013 (the “Termination Date”).

The Revolving Credit. Subject to the terms and conditions of this Agreement, 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 make Loans to the Borrower (each such Loan, a “Closing Date Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Revolving Termination Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Closing Date Revolving Loan CommitmentCommitments” or in the Assignment pursuant to which such Lender became a Lender hereunder (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 “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 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 Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject For the avoidance of doubt, and subject to the other terms and conditions hereofof 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 Section subsection 1.1(b) and any other outstanding Revolving Loans, once prepaid or repaid, may not be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4reborrowed. The “Maximum Revolving Loan Balance” at any from time shall to time will equal (x) the Aggregate Revolving Loan Commitment then in effect, effect less (y) the sum of (I) the aggregate amount of Letter of Credit ObligationsObligations 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, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Each Loan made under this subsection 1.1(b) is referred to as a “Revolving Loans may be drawn on the Closing Date except for Permitted Loan”. A Revolving Lender’s Closing Date Revolving Extensions 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 Credit. the foregoing, the Fifth Amendment Revolving Loans may made pursuant to Section 1.1(b)(ii) shall (A) constitute Obligations under the Loan Documents and have all of the benefits thereof, (B) have all of the rights, remedies, privileges and protections applicable to Revolving Loans under this Agreement and the other Loan Documents and (C) be Base Rate secured by the Liens granted to the Agent under the Collateral Documents. All references to “a Revolving Loan” or “the Revolving Loans” contained in this Agreement and the other Loan Documents shall refer to the Revolving Loans or LIBOR Rate (after giving effect to the making of the Fifth Amendment Revolving Loans, in each case as provided herein).”

The Revolving Credit. Subject to the terms and conditions hereof, each Lender severally agrees to extend a revolving credit (the "Revolving Credit") to the Company which may be availed of by the Company from time to time during the period from and including the date hereof to but not including the Revolving Credit Termination Date, at which time the commitments of 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, all as more fully hereinafter set forth, provided that (i) the aggregate principal amount of Loans under the Revolving 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, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (such amount, as the same may be reduced or increased from time to time in accordance with . For purposes of this Agreement, being referred to herein as such Lender’s “where a determination of the unused or available amount of the Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving LoansCredit Commitments is necessary, the aggregate principal amount of all Loans outstanding under the Revolving Loans Credit shall not exceed be deemed to utilize the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4Credit Commitments. The “Maximum obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Revolving Loan Balance” at any time shall equal the Aggregate Revolving Loan Commitment then Credit in effect, less the aggregate amount excess of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided herein.its

The Revolving Credit. Subject to the terms and conditions of this Agreementhereof, each the Banks agree to extend a revolving credit (the “Revolving Lender severally and not jointly agrees to make Loans Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (each such LoanA) the Base Revolving Credit Commitments or, a “during the Availability Period, the sum of the Base Revolving Loan”Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time on any Business Day during time, be repaid and used again, to but not including the period from the Closing Date through the Revolving Termination Date. The Revolving Credit, in an aggregate amount not subject to exceed at any time outstanding all of the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (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 Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium utilized by the Borrower in the form of Base Rate Loans or penalty except Eurodollar Loans, all as provided in Section 10.4more fully hereinafter set forth. The “Maximum maximum amount of the Revolving Loan Balance” at Credit 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 time reductions thereof pursuant to the terms hereof). The maximum amount of the Revolving Credit that a Bank agrees to extend to the Borrower shall equal the Aggregate Revolving Loan Commitment then in effect, less be the aggregate amount of Letter its Commitment (subject to any reductions thereof pursuant to the terms hereof). 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, all Eurodollar Loans outstanding under the Original Credit Obligations. If at Agreement shall be prepaid out of the initial Borrowing hereunder (and each Bank currently a party to the Original Credit Agreement agrees to waive any time 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 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 principal balance of Revolving in proportion to their respective Commitments (which Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be initially constitute Base Rate Loans or LIBOR Rate Loans, in each case as provided herein).

The Revolving Credit. Subject to the all terms and conditions of this Agreementhereof, each Revolving Lender severally and not jointly UMB agrees to make Loans lend to the Borrower (each during the period of time beginning on the date hereof and ending on December 1, 1999, such Loan, a “Revolving Loan”) 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 Business Day 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 from beginning upon the Closing Date through the Revolving Termination Datedate of this Agreement and ending on November 30, in 1999, an aggregate principal amount not to exceed at any time the difference between (i) the then outstanding aggregate principal amount of the Borrower's aggregate indebtedness under the Revolving Credit, and (ii) the amount set forth opposite such Lender’s name in Schedule 1.1(b) under of the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (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 Lender’s “Revolving Loan Commitment”)Credit; provided, however, thatthat UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, after giving effect 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 Borrowing 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 LoansCredit, UMB shall disburse the aggregate 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 of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except 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 provided in Section 10.4to such matters. The “Maximum In the event of any conflict between the terms of the Revolving Loan Balance” at any time Credit Note executed hereunder and the terms of this Agreement, the terms of the Revolving Credit Note shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate amount control. All Loans of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shallunder the Revolving Credit shall be reduced to zero by December 1, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided herein1999.

The Revolving Credit. Subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from beginning on the Closing Date through the Revolving Termination Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan CommitmentCommitments” or in the Assignment pursuant to which such Lender became a Lender hereunder (such amount, amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section subsection 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4time. The “Maximum Revolving Loan Balance” at any from time shall equal to time will be the Aggregate Revolving Loan Commitment then in effect, less the sum of (I) the aggregate amount of Letter of Credit ObligationsObligations 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, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided herein.

The Revolving Credit. Subject (a) From time to time during the Revolving Credit Commitment Period and subject to the terms and conditions of this Agreement, each Revolving Lender severally and not jointly agrees to make Loans lend to Borrower sums at any one time outstanding not in excess of an aggregate amount equal to such Lender’s Revolving Credit Commitment Percentage of the Revolving Credit Commitment Amount (as to each Lender; its “Revolving Credit Commitment”) (or, pursuant to the Borrower immediately succeeding sentence, agrees to convert all or a portion of such Lender’s revolving credit loans held under the Existing Credit Agreement (each such Loan, a an “Existing Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the into a Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(bAdvance hereunder) under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (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 Lender’s “Revolving Loan Commitment”); provided, however, thatthat no Lender shall make any Advance if, after giving effect to any Borrowing of such Revolving LoansAdvance, the aggregate outstanding principal amount of all Revolving Advances plus the aggregate undrawn amount of all Letters of Credit then outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4. The “Maximum Revolving Loan Balance” at any time shall equal the Aggregate Revolving Loan Commitment then in effect, less plus the aggregate amount of Letter all unreimbursed drawings under Letters of Credit Obligationswould exceed the Revolving Credit Commitment Amount. If at any time In connection with the then outstanding principal balance making of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn Advances on the Closing Date except for Permitted pursuant to the immediately preceding sentence, any Lender that is a Lender under the Existing Credit Agreement shall make all or any portion of such Lender’s Revolving Advance by converting a portion of the outstanding principal amount of the Existing Revolving Loan held by such Lender into a Revolving Advance (each such Existing Revolving Loan, a “Converted Existing Revolving Loan”) in a principal amount equal to such Lender’s pro rata share of the Revolving Advances made on the Closing Date, such amount to be determined based on such Lender’s Revolving Credit Commitment Percentage and, in the case of an Existing Revolving Loan bearing interest based on the Eurodollar Rate, such Converted Existing Revolving Loan bearing interest based on the Eurodollar Rate, consisting of a Eurodollar Rate Advance with an Interest Period ending on the same date as which the interest period applicable to such Existing Term Loan is scheduled to end. On the Closing Date, the amount of Converted Existing Revolving Loans equal to the amount of Revolving Advances to be made on the Closing Date shall be converted for all purposes of this Agreement into Revolving Extensions Advances, and the Agent shall record in the Register the aggregate amounts of CreditConverted Existing Revolving Loans into Revolving Advances. Each Lender’s maximum obligation under the Revolving Credit at any time is the amount derived by multiplying its Revolving Credit Commitment Percentage by the Revolving Credit Commitment Amount. Revolving Loans may Advances made under the Existing Credit Agreement and outstanding and not repaid on the Closing Date shall continue outstanding under this Agreement and be Base Rate Loans or LIBOR Rate Loans, in each case as provided hereindeemed to be Advances made by the Lenders pursuant to this Agreement.

The Revolving Credit. Subject to On the terms and subject to the conditions of this Agreement, each Revolving Lender severally and not jointly agrees to make Loans advance to Holdings from time to time during the Borrower period beginning on the Effective Date and ending on the Revolving Loan Maturity Date such loans (each such Loanloan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) Dollars as Holdings may request under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (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 Lender’s “Revolving Loan Commitment”Section 2.01(c); provided, however, that, that (i) after giving effect to any Borrowing of Revolving Loans, (A) the aggregate principal amount Effective Amount of all outstanding Revolving Loans and Swingline Loans and the Effective Amount of all L/C Obligations shall not exceed the Maximum combined Revolving Loan BalanceCommitments of the Revolving Lenders and (B) the Effective Amount of the Revolving Loans of any Revolving Lender plus the participation of such Revolving Lender in the Effective Amount of all L/C Obligations and in the Effective Amount of all Swingline Loans shall not at any time exceed such Revolving Lender’s Revolving Commitment. Subject Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, amounts borrowed Holdings may borrow under this Section 1.1(b) may be repaid 2.01(c), prepay under Section 2.07 and reborrowed from time to time without premium or penalty except as provided in reborrow under this Section 10.42.01(c). The “Maximum Revolving Loan Balance” at any time shall equal On the Aggregate Revolving Loan Commitment then in effectEffective Date, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds then outstanding and held by each Revolving Lender (which for purposes of this Section 2.01(c) shall include each Departing Revolving Lender) shall be adjusted to reflect the Maximum changes in the Revolving Loan BalanceLenders’ Revolving Proportionate Shares, subject to Section 4.04. Each Revolving Lender having Revolving Loans, or participations in L/C Obligations or Swing Line Loans, then outstanding and whose Revolving Proportionate Share has been decreased on the Borrower shallEffective Date shall be deemed to have assigned on the Effective Date, no later than without recourse, to each Revolving Lender increasing its Revolving Proportionate Share on the Business Day following written notice thereof Effective Date (which for purposes of this Section 2.01(c) shall include each New Revolving Lender) such portion of such Revolving Loans and participations as shall be necessary to effectuate such adjustment. Each Revolving Lender increasing its Revolving Proportionate Share on the Effective Date shall (i) be deemed to have assumed such portion of such Revolving Loans and participations and (ii) fund on the Effective Date such assumed amounts to the Administrative Agent for the account of the assigning Revolving Lender in accordance with the provisions hereof in the amount notified to such increasing Revolving Lender by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is receivedAdministrative Agent. For purposes of this Section 2.01(c), prepay outstanding each Departing Revolving Lender shall be deemed to have reduced its Revolving Proportionate Share to zero on the Effective Date. From and after the Effective Date, after giving effect to the assignments and assumptions contemplated in this Section 2.01(c), each Departing Revolving Lender shall cease to be a “Revolving Lender” under and for all purposes of this Agreement and the other Loan Documents and shall have no further obligation to make Revolving Loans or participate in an amount sufficient Letters of Credit or Swingline Loans; provided, however, that each Departing Revolving Lender shall continue to eliminate such excessbe entitled to the benefits of Sections 4.01, 4.03, 4.04, 11.04 and 11.05 to the extent accrued or arising on or prior to the Effective Date. No With effect on and after the Effective Date, each New Revolving Loans may Lender shall be drawn a party to this Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Revolving Lender under this Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Revolving Commitment in the amounts set forth on Schedule 2.01(c). Each New Revolving Lender agrees that it will perform in accordance with their terms all of the Closing Date except for Permitted Closing Date obligations which by the terms of this Agreement are required to be performed by it as a Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided hereinLender.

The Revolving Credit. Subject to Each Revolving Credit Lender severally agrees, on the terms and conditions of this Agreementset forth herein, each Revolving Lender severally and not jointly agrees to make Loans loans to the Borrower (each such Loanloan, a “"Revolving Credit Loan”") from time to time on any Business Day during the period from the Closing Date through to the Revolving Termination Date, in the amounts requested from time to time by the Borrower in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such the Revolving Credit Lender’s 's name in Schedule 1.1(b) under the heading “"Revolving Loan Credit Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder " on Schedule 2.1 (such amount, as the same may be reduced under Section 2.5 or increased from time to time in accordance with this Agreementas a result of one or more assignments under Section 11.8, being referred to herein as such the Revolving Credit Lender’s “'s "Revolving Loan Credit Commitment”"); provided, however, that, after giving effect to any Borrowing of Revolving Credit Loans, the aggregate principal amount Effective Amount of all outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations shall not at any time exceed the combined Revolving Credit Commitments; and provided, further, that the Effective Amount of the Revolving Credit Loans of such Revolving Credit Lender plus the participation of such Revolving Credit Lender in the Effective Amount of all L/C Obligations and Swingline Loans shall not at any time exceed such Revolving Credit Lender's Revolving Credit Commitment. Within the Maximum limits of each Revolving Loan Balance. Subject Credit Lender's Revolving Credit Commitment, and subject to the other terms and conditions hereof, amounts borrowed the Borrower may borrow under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4. The “Maximum Revolving Loan Balance” at any time shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is receivedsubsection 2.1(b), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided hereinunder Section 2.6 and reborrow under this subsection 2.1(b).

The Revolving Credit. Subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, each Incremental Revolving Loan, and unless the context shall otherwise require, each Refinancing Revolving Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Revolving Termination Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b1.1(c) under the heading “Revolving Loan CommitmentCommitments” or in the Assignment pursuant to which such Lender became a Lender hereunder (such amount, amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(bsubsection 1.1(c) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4time. The “Maximum Revolving Loan Balance” at any from time shall to time will be equal to the Aggregate Revolving Loan Commitment then in effecteffect less, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided herein.

The Revolving Credit. Subject to Each Revolving Lender severally agrees, on the terms and conditions of this Agreementset forth herein, each Revolving Lender severally and not jointly agrees to make Loans loans to the Borrower Borrowers (each such Loanloan, a “"Revolving Loan”") from time to time on any Business Day during the period from the Closing Restatement Date through to the Revolving Termination Date, in Dollars and/or one or more Offshore Currencies to the Company and in Offshore Currencies only to any Subsidiary Borrower, in an aggregate amount the Dollar Equivalent of which shall not to exceed at any time outstanding the amount set forth opposite such Lender’s name in on Schedule 1.1(b) under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder 2.01 (such amount, as the same may be reduced or increased from time to time in accordance with this Agreementunder Section 2.09 or as a result of one or more assignments under Section 11.08, being referred to herein as such the Revolving Lender’s “'s "Revolving Loan Commitment”"); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the Dollar Equivalent of the Effective Amount of all Revolving Loans and Swing Line Loans outstanding at such time plus the Dollar Equivalent of the Effective Amount of all L/C Obligations outstanding at such time, plus the aggregate principal amount of all Fronted Offshore Currency Commitments outstanding at such time, shall not at any time exceed the Aggregate Revolving Loan Commitment; provided further, that the Dollar Equivalent of the Effective Amount of the outstanding Revolving Loans of any Revolving Lender plus the participation of such Revolving Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations and such Revolving Lender's Pro Rata Revolving Share of any outstanding Swing Line Loans and of the aggregate amount of all Fronted Offshore Currency Commitments shall not at any time exceed such Revolving Lender's Revolving Loan Commitment; and provided further, that the sum of the Dollar Equivalent of the Effective Amount of the outstanding Revolving Loans denominated in an Offshore Currency, plus the aggregate amount of all Fronted Offshore Currency Commitments shall not exceed the Maximum Offshore Currency Sublimit. Within the limits of each Revolving Loan Balance. Subject Lender's Commitment, and subject to the other terms and conditions hereof, amounts borrowed the Borrowers may borrow under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4. The “Maximum Revolving Loan Balance” at any time shall equal the Aggregate Revolving Loan Commitment then in effect, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is receivedsubsection 2.01(b), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided hereinunder Section 2.10 and reborrow under this subsection 2.01(b).

The Revolving Credit. Subject to the terms and conditions hereof, each Lender severally agrees to extend a revolving credit (the "Revolving Credit") to the Company which may be availed of by the Company from time to time during the period from and including the date hereof to but not including the Revolving Credit Termination Date, at which time the commitments of 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 Letters of Credit, all as more fully hereinafter set forth, provided that the aggregate principal amount of 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 having the Agent issue new Letters of Credit, all in accordance with the terms and conditions of this Agreement, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitment” or in the Assignment pursuant to which such Lender became a Lender hereunder (such amount, as the same may be reduced or increased from time to time in accordance with . For purposes of this Agreement, being referred to herein as such Lender’s “where a determination of the unused or available amount of the Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving LoansCredit Commitments is necessary, the aggregate principal amount Loans outstanding under the Revolving Credit and Letters of all outstanding Credit shall be deemed to utilize the Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4Credit Commitments. The “Maximum obligations of the Lenders hereunder are several and not joint, and no Lender shall under any circumstances be obligated to extend credit under the Revolving Loan Balance” at any time shall equal the Aggregate Credit in excess of its Revolving Loan Commitment then in effect, less the aggregate amount of Letter of Credit ObligationsCommitment. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided herein.

The Revolving Credit. Subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Revolving Termination Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) 1.1 under the heading “Revolving Loan CommitmentCommitments” or in the Assignment pursuant to which such Lender became a Lender hereunder (such amount, amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(bsubsection 1.1(a) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4time. The “Maximum Revolving Loan Balance” from time to time will be equal to (i) at any time shall equal the Total Leverage Ratio as of the most recently ended Fiscal Quarter for which Borrower has delivered a Compliance Certificate pursuant to Section 4.2(b) exceeds 6.50 to 1.00, $25,000,000 and (ii) at all other times, the Aggregate Revolving Loan Commitment then in effecteffect less, less the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided herein.

The Revolving Credit. Subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Revolving Termination Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan CommitmentCommitments” or in the Assignment pursuant to which such Lender became a Lender hereunder (such amount, amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this Section subsection 1.1(b) may be repaid and reborrowed from time to time without premium or penalty except as provided in Section 10.4time. The “Maximum Revolving Loan Balance” at any from time shall to time will be equal to the Aggregate Revolving Loan Commitment then in effect, effect less the sum of (i) the aggregate amount of Letter of Credit ObligationsObligations 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, no later than the Business Day following written notice thereof by the Agent or Required Revolving Lenders (provided that if such notice is received after 3:00 p.m.(New York time) on any such day, the Borrower shall make such prepayment no later than the second Business Day after such notice is received), immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. No Revolving Loans may be drawn on the Closing Date except for Permitted Closing Date Revolving Extensions of Credit. Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, in each case as provided herein.