Common use of Revolving Credit Facility Clause in Contracts

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender of (A) the Aggregate Revolving Credit Exposure shall not at any time exceed its separate CommitmentCommitment at such time and (B) the Canadian Loans shall not at any time exceed its separate Canadian Commitment at such time. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the amount of any Aggregate Revolving Credit Advances to be made Exposure at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers Loans at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers Loans at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) 2.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, during the period from the Effective Date to the Revolving Termination Date, each Lender severally agrees to make available revolving loans (the "REVOLVING LOANS") to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender shall not Borrower in an aggregate principal amount at any time exceed its separate Commitmentoutstanding up to, but not exceeding the product of (a) and (b), with (a) being equal to (i) the Available Revolving Commitment at such time LESS (ii) the aggregate Stated Amounts of Letters of Credit outstanding at such time, and (b) being equal to such Lender's Credit Percentage; PROVIDED, however, that the Lenders will not be required and shall have no obligation to make any such loan (i) so long as a Default or an Event of Default has occurred and is continuing, or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default. The obligations Subject to the terms and conditions of each Lender hereunder shall be several and this Agreement, during the period from the Effective Date until but not joint. Until including the Commitment Revolving Termination Date, Borrowers the Borrower may borrow, repay and reborrow under this Section 2.1(a)Revolving Loans; providedPROVIDED, however, that (xy) the amount of any no Revolving Credit Advances to Loan that is an Eurodollar Rate Loan shall be made at any time shall not exceed Availability at such timewhich has an Interest Period that extends beyond the Revolving Termination Date, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) each Revolving Loan that is an Eurodollar Rate Loan may, subject to the provisions of Section 2.12, be repaid only on the last day of the Interest Period with respect thereto unless such payment is accompanied by the additional payment, if any, required by Section 2.12. All Borrowings of Revolving Loans which are Eurodollar Rate Loans shall be in an aggregate minimum amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at $1,000,000 and integral multiples of $100,000 thereof in excess of that amount and if such time. Each Revolving Credit Advance Loans are Base Rate Loans, shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case aggregate minimum amount of a Base $250,000 and integral multiples of $100,000 thereof in excess of that amount. At no one time will there be outstanding more than eight (8) Eurodollar Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit AdvanceLoans.

Revolving Credit Facility. (i) Subject The Borrower may, upon notice to the terms and conditions hereofAdministrative Agent, each Lender severally agrees to make available to Borrowers at any time or from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “voluntarily prepay Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a)in whole or in part without premium or penalty; provided, provided that (xA) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no received by the Administrative Agent not later than 11:00 a.m. (1) 12 noon three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (New York, New York time2) on the date of the proposed Revolving Credit Advanceprepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loanentire principal amount thereof then outstanding. Each such notice (a “Notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Advance”Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit AdvanceLoans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ratable portion of such prepayment (based on such Lender's Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender of (A) the Aggregate Revolving Credit Exposure shall not at any time exceed its separate CommitmentCommitment at such time and (B) the Canadian Loans shall not at any time exceed its separate Canadian Commitment at such time. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the amount of any Aggregate Revolving Credit Advances to be made Exposure at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers Loans at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers Loans at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) 2.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. Banks shall make available to Borrower a revolving line of credit (ithe "Revolving Credit Facility") Subject in the maximum principal amount of TWENTY MILLION AND NO/100 DOLLARS ($20,000,000.00) (as modified pursuant to Section 4.4 below, the "Revolving Commitment"), which Revolving Credit Facility may be drawn upon by Borrower on any Business Day of Banks during the period from the date hereof until and including December 31, 1999, or such earlier date as may be fixed by Borrower on at least one (1) Business Day's telephonic notice to Agent, to be confirmed in writing by Borrower, in the form of the issuance by Banks on behalf of and for the account of Borrower of irrevocable stand-by letters of credit in the form provided for by, and containing such terms and conditions hereof, each Lender severally agrees as are acceptable to make available to Borrowers Banks and in such amounts as Borrower may from time to time until request (each such letter of credit, as well as any letters of credit issued pursuant to and in accordance with the Commitment Termination Date its Pro Rata Share Revised Credit Agreement or any predecessor agreement which remain outstanding on the date hereof, being hereinafter referred to individually as a "Letter of advances Credit" and collectively as the "Letters of Credit") or in the form of actual fundings to Borrower by Banks in such amounts as Borrower may from time to time request (eacheach such funding, a “Revolving Credit Advance”). The Pro Rata Share as well as the aggregate amount of the Loans Prior Notes previously funded by Banks and outstanding on the date hereof, being hereinafter referred to individually as an "Advance" and collectively as the "Advances"), so long as (a) the aggregate principal amount of any Lender shall not all Letters of Credit outstanding at any one time does not exceed its separate the LC Commitment and (b) the aggregate principal amount of all Letters of Credit and of all Advances outstanding at any one time does not exceed the Revolving Commitment. The obligations of each Lender hereunder Revolving Commitment available to Borrower from time to time under the Revolving Credit Facility shall be several reduced by the aggregate of the face amount of any outstanding Letters of Credit and not jointof all unpaid Advances made by Banks to Borrower pursuant to this Agreement and the remaining amount of the Revolving Commitment shall constitute the "Unused Commitment". Until Any draws made under the Letters of Credit by the beneficiaries thereof shall constitute Advances as defined in this Agreement. The Unused Commitment Termination Date, Borrowers may borrow, repay and reborrow available under this Section 2.1(a); provided, that (x) the Revolving Credit Facility shall be restored but simultaneously reduced by the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be which are made to Borrower to reimburse Banks for draws under the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount Letters of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit AdvanceCredit.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, (a) each Lender severally agrees to make available to Borrowers available, from time to time until the Commitment Termination Date Date, its Pro Rata Share of advances (each, a “Dollar Revolving Credit Advance”) in Dollars to Domestic Borrowers and (b) except as otherwise provided in the last two sentences of this paragraph, each of the Foreign Currency Lenders and the Fronting Lender agrees to make available, from time to time until the Commitment Termination Date, its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of advances (each a “Foreign Currency Revolving Credit Advance”) in Foreign Currencies to the Foreign Borrowers. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such Foreign Currency Revolving Credit Advance made by the Fronting Lender in accordance with Section 9.9(e)(i). The Fronting Lender shall not be required to, and shall not, fund its share of any Foreign Currency Revolving Credit Advance at any time that any condition precedent set forth in Section 2.2 is not satisfied if the Fronting Lender shall have received at least one Business Day’s prior written notice from Non-Foreign Currency Lenders having Commitments equal to or greater than 66 2/3% of the Fronted Percentage instructing it not to fund its share of a Foreign Currency Revolving Credit Advance. The Pro Rata Share of the Loans aggregate Revolving Loan of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder to make Loans or purchase participation interests therein under this Agreement shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (xi) the amount of any Revolving Credit Advances Advance to be made at any time to a Domestic Borrower shall not exceed Domestic Borrowing Availability at such time, time and (yii) the Dollar Equivalent of the amount of any Revolving Credit Advances Advance to be made to the U.S. Borrowers at any time to a Foreign Borrower shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Foreign Borrowing Availability at such time. The Dollar Equivalent of each outstanding Revolving Credit Advance, Swing Line Advance and Letter of Credit Obligation shall be recalculated hereunder on each date on which it shall be necessary to determine the Revolving Loan Outstandings, as determined by the Administrative Agent in its sole discretion; provided, that the Administrative Agent shall recalculate the Dollar Equivalent of the Revolving Loan Outstandings at least one time each calendar month and otherwise in accordance with Section 1.19. Domestic Borrowing Availability or Foreign Borrowing Availability, or both, may be reduced by Reserves imposed by the Administrative Agent in its sole reasonable credit judgment. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of the Administrative Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1x) 12 noon 11:00 a.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, Loan in Dollars or (2y) 12 noon 11:00 a.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) or Electronic Transmission substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by the Administrative Agent. If any Borrower desires to have the any Revolving Credit Advances bear interest by reference to Advance be made as a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian DollarsLoan, Borrower Representative must comply with Section 2.5(e1.5(e). All A Revolving Credit Advances Advance may not be drawn in a Foreign Currency if the Administrative Agent determines at any time prior to 12:00 p.m. (xNew York time) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in on the case date of Canadian Dollar such proposed Revolving Credit Advances) Advance that by reason of any change in the Dollar Equivalent of currency availability, unusual instability in currency exchange rates or exchange controls it is, or will be, impracticable for such Revolving Credit AdvanceAdvance to be made in such Foreign Currency. In such event, the proposed Revolving Credit Advance shall be made in Dollars.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, (a) each Lender severally agrees to make available to Borrowers available, from time to time until the Commitment Termination Date Date, its Pro Rata Share of advances (each, a “Dollar Revolving Credit Advance”) in Dollars to U.S. Borrowers and (b) except as otherwise provided in the last sentence of this paragraph, each of the Sterling Lenders and the Fronting Lender agrees to make available, from time to time until the Commitment Termination Date, its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of advances (each a “Sterling Revolving Credit Advance”) in Sterling to the U.K. Borrowers. Each Non-Sterling Lender shall purchase an undivided participation interest in each such Sterling Revolving Credit Advance from the Fronting Lender in accordance with Section 9.9(e)(i). The Fronting Lender shall not be required to, and shall not, fund its share of any Sterling Revolving Credit Advance at any time that any condition precedent set forth in Section 2.2 is not satisfied if the Fronting Lender shall have received at least one Business Day’s prior written notice from Non-Sterling Lenders having Commitments equal to or greater than 66 2/3% of the Fronted Percentage instructing it not to fund its share of a Sterling Revolving Credit Advance. The Pro Rata Share of the Loans aggregate Revolving Loan of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder to make Loans or purchase participation interests therein under this Agreement shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (xi) the amount of any Revolving Credit Advances Advance to be made at any time to a U.S. Borrower shall not exceed U.S. Borrowing Availability at such time, time and (yii) the Dollar Equivalent of the amount of any Revolving Credit Advances Advance to be made to the U.S. Borrowers at any time to a U.K. Borrower shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian U.K. Borrowing Availability at such time. The Dollar Equivalent of each outstanding Revolving Credit Advance, Swing Line Advance and Letter of Credit Obligation shall be recalculated hereunder on each date on which it shall be necessary to determine the Revolving Loan Outstandings, as determined by Agent in its sole discretion; provided, that Agent shall recalculate the Dollar Equivalent of the Revolving Loan Outstandings at least one time each calendar month and otherwise in accordance with Section 1.18. U.S. Borrowing Availability or U.K. Borrowing Availability, or both, may be reduced by Reserves imposed by Agent in its sole reasonable credit judgment. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1x) 12 noon 11:00 a.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, Loan in Dollars or (2y) 12 noon 11:00 a.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the any Revolving Credit Advances bear interest by reference to Advance be made as a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian DollarsLoan, Borrower Representative must comply with Section 2.5(e1.5(e). All A Revolving Credit Advances Advance may not be drawn in Sterling if Agent determines at any time prior to 12:00 p.m. (xNew York time) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in on the case date of Canadian Dollar such proposed Revolving Credit Advances) Advance that by reason of any change in the Dollar Equivalent of currency availability, unusual instability in currency exchange rates or exchange controls it is, or will be, impracticable for such Revolving Credit AdvanceAdvance to be made in the Sterling. In such event, the proposed Revolving Credit Advance shall be made in Dollars.

Revolving Credit Facility. (i) Subject Upon and subject to the terms and conditions hereof, each Lender Lender, severally and not jointly, agrees to make available to Borrowers available, from time to time time, until the Commitment Termination Date Date, for Borrower's use and upon the request of Borrower therefor, its Pro Rata Share of advances (each, a “"Revolving Credit Advance”") in an aggregate amount which shall not at any given time exceed the lesser at such time of (A) the Maximum Revolving Credit Loan and (B) an amount equal to the Borrowing Base less the amount of the Letter of Credit Obligations at such time ("Borrowing Availability"). The ; provided, however, that in no event shall the Revolving Credit Loan of any Lender exceed its Revolving Credit Loan Commitment less its Pro Rata Share of the Loans Letter of any Lender shall not Credit Obligations at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not jointsuch time. Until all amounts outstanding in respect of the Revolving Credit Loan shall become due and payable on the Commitment Termination Date, Borrowers subject to the terms and conditions hereof Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of individual at the Agent identified in on Schedule (2.11.1(a) at the address specified therein. Any such notice must be thereon, given no later than (1i) 12 noon 11:00 a.m. (New York, New York Chicago time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2ii) 12 noon 11:00 a.m. (New York, New York Chicago time) on the date day which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, Advance in the case of a LIBOR Loan; provided, however, that unless Borrower shall also have complied with the requirements of Section 1.5(e), all such Revolving Credit Advances shall bear interest by reference to the Index Rate; provided, further that any Revolving Credit Advance requested as a LIBOR Loan shall be in a minimum amount of $1,000,000 and multiples of $500,000 in excess of such amount. Each such notice (a “"Notice of Revolving Credit Advance”") may shall be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i)A hereto, specifying therein the requested date, the amount and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent type of such Revolving Credit Advance, and such other information as may be required by Agent and shall be given in writing (by telecopy or overnight courier) or by telephone confirmed immediately in writing. Agent shall be entitled to rely upon, and shall be fully protected under this Agreement in relying upon, any Notice of Revolving Credit Advance believed by Agent to be genuine and to assume that each Person executing and delivering the same was duly authorized unless the responsible individual acting thereon for Agent shall have, at the time of reliance thereon, actual knowledge to the contrary.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, provided that (x) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Borrowing Availability at such time and (zy) the sum of the aggregate principal amount of any the outstanding Revolving Credit Advances to be made to and the Canadian Borrowers outstanding Swing Line Loan shall not at any time be less than $5,000,000. Borrowing Availability may be reduced by Reserves imposed by Administrative Agent in its reasonable credit judgment. Moreover, the sum of the aggregate principal amount of the outstanding Revolving Credit Advances (except for Revolver Protective Overadvances) and the outstanding Swing Line Loan shall not exceed at any time the Canadian Availability lesser of the Maximum Amount and the Revolver Borrowing Base at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Administrative Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Administrative Agent. If any Borrower desires Borrowers desire to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereofof this Agreement, each Lender severally agrees to make available Advances to Borrowers the Borrower under the Revolving Credit Facility from time to time from the Closing Date until the Commitment Revolving Credit Termination Date its Pro Rata Share of advances (each, on a “pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender=s Applicable Commitment Percentage up to but not exceeding the Revolving Credit Advance”). The Pro Rata Share Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Loans Notes as a result of any Lender an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings shall not at any time exceed its separate the Total Revolving Credit Commitment. The obligations of each Lender hereunder shall be several and not joint. Until Within such limits, the Commitment Termination Date, Borrowers Borrower may borrow, repay and reborrow under this Section 2.1(a)the Revolving Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time Termination Date and (z) the amount of any each Revolving Credit Advances to be made Loan that is a Eurodollar Rate Loan may, subject to the Canadian Borrowers at any time shall not exceed provisions of Section 2.8, be repaid only on the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one last day of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Interest Period with respect to LIBOR Loans denominated in Dollarsthereto unless such payment is accompanied by the additional payment, and BA Rateif any, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with required by Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance5.5.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”"REVOLVING CREDIT ADVANCE"). The Pro Rata Share of the Loans Revolving Loan of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(aSECTION 1.1(a); provided, PROVIDED; that (x) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Availability at such time, the lesser of (yA) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Borrowing Availability at such time and or (zB) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability Commitments at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule (2.1) SCHEDULE 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon 11:00 a.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 11:00 a.m. (New York, New York time) on the date which is three (3) 3 Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”"NOTICE OF REVOLVING CREDIT ADVANCE") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(iEXHIBIT 1.1(a)(i), and shall include (A) a certification by Borrower Representative that Borrowers are, as of the date of such Advance, in compliance with all of the terms and conditions contained in the Loan Documents, including the Financial Covenants contained herein, together with a written calculation, in detail satisfactory to Agent, of such Financial Covenant compliance, (B) the information required in such Exhibit, and (C) such other information as may be required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(eSECTION 1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Borrowing Base, in each case less the amount of the Swing Line Loan outstanding at such time ("Borrowing Availability"). Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 2.1(a1.1 (a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made either pursuant (a) to the Agent's Cash Management System (Index Rate Loans only) or (b) on notice by Borrower Representative to one on behalf of the representatives Borrowers to the representative of Agent identified in on Schedule (2.1) 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon 12:00 p.m. (New YorkManchester, New York Hampshire time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 11:00 a.m. (New YorkManchester, New York Hampshire time) on the date which is three two (32) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1 (a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.4(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make or continue to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Aggregate Borrowing Base, in each case less the sum of the Letter of Credit Obligations and the Swing Line Loan outstanding at such time ("Borrowing Availability"). Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower's separate Borrowing Base. Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one on behalf of the representatives applicable Borrower to the representative of Agent identified in on Schedule (2.1) 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 12:00 noon (New York, New York Chicago time) on the date Business Day of the proposed Revolving Credit Advance, Advance in the case of a Base an Index Rate Loan, or (2) 12 12:00 noon (New York, New York Chicago time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, hereof each Lender severally agrees to make available to Borrowers the Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (eachcollectively, a the “Revolving Credit AdvanceTerm Loan”)) denominated in US Dollars. The Pro Rata Share of the Loans Term Loan of any Lender shall not at any time exceed its separate Term Loan Commitment. The obligations of each Lender hereunder shall be several and not joint. The Borrower confirms that, on the Closing Date, the outstanding principal balance of the Term Loan to the Borrower was US$7,000,000. Until the Commitment Termination Date, Borrowers the Borrower may borrow, repay and reborrow under this Section 2.1(a1.1(a)(i); provided, provided that (x) the amount of any Revolving Credit Advances advance of the Term Loan to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves imposed by Agent in its reasonable credit judgment. Each Revolving Credit Advance advance of the Term Loan shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified thereinherein. Any such notice must be given no later than (1) 12 noon (New York, New York Toronto time) on the date Business Day of the proposed Revolving Credit Advanceadvance, in the case of a Base an Index Rate Loan, or (2) 12 noon (New York, New York Toronto time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advanceadvance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be reasonably required by Agent. If any Borrower desires to have the Revolving Credit Advances advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made Notwithstanding the foregoing to a U.S. the contrary, in the event that Borrower shall be denominated in Dollars and send notice to Agent that it requests an advance of the Term Loan at any time that the aggregate daily Aggregate Borrowing Availability (yafter giving effect to such advance) made to a Canadian for any day is US$20,000,000 or less, then Borrower shall be denominated submit, together with such notice, evidence that Credit Parties are in Dollars or Canadian Dollars but compliance with the Fixed Charge Coverage Ratio required under item 1(a) of Annex G to the US Credit Agreement, which evidence shall be deemed consist of the most recent monthly financial statements already delivered to have been made Agent pursuant to item (in a) of Annex E to the case of Canadian Dollar Revolving US Credit Advances) in Agreement for the Dollar Equivalent of such Revolving Credit Advancetwelve month period then ended.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount less the sum of 100% of the Letter of Credit Obligations, 100% of the Eligible Trade L/C Obligations and 100% of the Swing Line Loan outstanding and (B) the Borrowing Base, less the sum of 100% of the Letter of Credit Obligations, 100% of the Eligible Trade L/C Obligations and 100% of the Swing Line Loan outstanding at such time (such amount, subject to the limitations described in Section 1.1(a)(iv) hereof, "Borrowing Availability"). Furthermore, the Pro Rata Share of the Revolving Loan of any Lender shall not at any time exceed its separate Revolving Loan Commitment. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one the representative of the representatives of Agent identified in on Schedule (2.1) 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon Noon (New York, New York Chicago time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 10:00 a.m. (New York, New York Chicago time) on the date which is three two (32) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and must specify the requested date, the amount and type of the requested Revolving Credit Advance, and such other information as may be required by Agent and must be given in writing (by telecopy or overnight courier) or by telephone confirmed immediately in writing. Revolving Credit Advances in the form of Index Rate Loans must be in a minimum amount of $100,000 and multiples of $10,000 in excess of such amount; minimum advances and integral multiples for LIBOR Loans are set forth in Section 1.5(e). In the case of a Revolving Credit Advance that is not to be funded by a Swing Line Advance, Agent shall include promptly notify each Lender of the information required Notice of Revolving Credit Advance. Notwithstanding the foregoing, any Revolving Credit Advance to Borrower which is to be used solely to repay the Swing Line Loan to Borrower may be in such Exhibitthe aggregate principal amount of the Swing Line Loan even if less than the foregoing minimums. If any Borrower desires to have the Revolving Credit Advances Loan bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative it must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount less the sum of 100% of the Letter of Credit Obligations, 100% of the Eligible Trade L/C Obligations and the Swing Line Loan outstanding and (B) the Borrowing Base, less the sum of 100% of the Letter of Credit Obligations, 100% of the Swing Line Loan, and 30% of the Eligible Trade L/C Obligations for the Fiscal Months of August and September of each year, 35% of the Eligible Trade L/C Obligations for the Fiscal Months of July and October of each year or 40% of the Eligible Trade L/C Obligations at all other times, as applicable, outstanding at such time (such amount, subject to the limitations described in Section 1.1(a)(v) hereof, "Borrowing Availability"). Furthermore, the Pro Rata Share of the Revolving Loan of any Lender shall not at any time exceed its separate Revolving Loan Commitment. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one the representative of the representatives of Agent identified in on Schedule (2.1) 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon 11:00 a.m. (New York, New York Chicago time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 10:00 a.m. (New York, New York Chicago time) on the date which is three two (32) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and must specify the requested date, the amount and type of the requested Revolving Credit Advance, and such other information as may be required by Agent and must be given in writing (by telecopy or overnight courier) or by telephone confirmed immediately in writing. Revolving Credit Advances in the form of Index Rate Loans must be in a minimum amount of $25,000 and multiples of $10,000 in excess of such amount; minimum advances and integral multiples for LIBOR Loans are set forth in Section 1.5(e). In the case of a Revolving Credit Advance that is not to be funded by a Swing Line Advance, Agent shall include promptly notify each Lender of the information required Notice of Revolving Credit Advance. Notwithstanding the foregoing, any Revolving Credit Advance to Borrower which is to be used solely to repay the Swing Line Loan to Borrower may be in such Exhibitthe aggregate principal amount of the Swing Line Loan even if less than the foregoing minimums. If any Borrower desires to have the Revolving Credit Advances Loan bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative it must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (ia) Subject to the terms and ------------------------- conditions hereofset forth herein, each Lender with a Revolving Credit Commitment ("Revolving Credit Lender") hereby severally and not jointly agrees to make available ------------------------- revolving loans, in Dollars (each individually, a "Revolving Loan" and, -------------- collectively, the "Revolving Loans") to the Borrowers (other than Acquisition) --------------- from time to time until during the Commitment Termination period from the Tender Offer Funding Date its Pro Rata Share of advances (each, a “to the Business Day next preceding the Revolving Credit Advance”). The Termination Date, in an amount not to exceed at any time such Lender's Pro Rata Share of the Revolving Credit Commitments at such time; provided, however, (i) at no time shall the aggregate -------- ------- principal amount of all Revolving Loans and Letter of any Lender shall not Credit Obligations outstanding at any time exceed its separate Commitment. The obligations the Maximum Amount of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability Obligations at such time and (zii) at no time shall the aggregate principal amount of all Revolving Loans and Letter of Credit Obligations outstanding any time owing by any Borrower after the Merger Funding Date exceed such Borrower's Revolving Credit Advances to be made Sublimit (to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(eextent applicable). All Revolving Credit Advances (x) made to a U.S. Borrower Loans comprising the same Borrowing hereunder shall be denominated in Dollars made by such Lenders simultaneously and proportionately to their then respective Revolving Credit Commitments. Subject to the provisions hereof (yincluding, without limitation, Section 5.03), the Borrowers, as the case may be, may repay any outstanding ------------ Revolving Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.02(a) made to a Canadian Borrower at the time --------------- of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. On the Merger Funding Date the Revolving Loans shall be denominated repaid in Dollars or Canadian Dollars full from proceeds of Term Loans and/or new Revolving Loans made on such date (it being understood that the Revolving Credit Commitments shall not be terminated on such date but instead shall be deemed to have been made (adjusted as provided in the case definition of Canadian Dollar "Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit AdvanceCommitment").

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”"REVOLVING CREDIT ADVANCE"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Except to the extent otherwise provided in SECTION 1.1(a)(iii), the aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Aggregate Borrowing Base, in each case less the sum of the Letter of Credit Obligations and the Swing Line Loan outstanding at such time and any Reserves established by Agent ("BORROWING AVAILABILITY"). Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower's separate Borrowing Base. Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 2.1(aSECTION 1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one on behalf of the representatives applicable Borrower to a representative of Agent identified in Schedule SCHEDULE (2.11.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon 10:00 a.m. (New York, New York California time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 10:00 a.m. (New York, New York California time) on the date which that is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”"NOTICE OF REVOLVING CREDIT ADVANCE") may shall be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(iEXHIBIT 1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the any Revolving Credit Advances Advance bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(eSECTION 1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”"REVOLVING CREDIT ADVANCE"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(aSECTION 1.1(A); providedPROVIDED, that (x) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Borrowing Availability at such time, (y) . Borrowing Availability may be further reduced by Reserves imposed by Revolving Facility Administrative Agent in its reasonable credit judgment. In the amount of any Revolving Credit Advances to be made to event the U.S. Borrowers Borrowing Availability at any time shall not exceed exceeds the U.S. Availability aggregate principal amount of the Revolving Loan outstanding at such time and (z) the by an amount of any greater than $5,000,000, Borrower shall promptly request a Revolving Credit Advances Advance in an aggregate principal amount equal to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timeexcess. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Revolving Facility Administrative Agent identified in Schedule (2.1) DISCLOSURE SCHEDULE 1.1 at the address specified therein. Any such notice must be given no later than (1A) 12 noon 11:00 a.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2B) 12 noon 11:00 a.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”"NOTICE OF REVOLVING CREDIT ADVANCE") may must be given verbally by telephone but must be immediately confirmed in writing (by faxtelecopy), electronic mail or overnight courier) by telephone, confirmed promptly in writing, in each case, substantially in the form of Exhibit 2.1(a)(iEXHIBIT 1.1(A)(I), and shall include the information required in such ExhibitExhibit and such other information as may be required by Revolving Facility Administrative Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative it must comply with Section 2.5(eSECTION 1.5(E). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Borrowing Base, in each case less the sum of the Letter of Credit Obligations and the Swing Line Loan outstanding at such time ("Borrowing Availability"); provided, however, that the aggregate amount of the Revolving Credit Advances outstanding on the Closing Date shall not exceed the amount provided in Disclosure Schedule (1.1(A)). Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one the representative of the representatives of Administrative Agent identified in on Disclosure Schedule (2.11.1(B)) at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon 11:00 a.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 11:00 a.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be reasonably required by Administrative Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative it must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject The Borrower may, upon notice to the terms and conditions hereofAdministrative Agent, each Lender severally agrees to make available to Borrowers at any time or from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “voluntarily prepay Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a)in whole or in part without premium or penalty; provided, provided that (xA) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no received by the Administrative Agent not later than than 11:00 a.m. (1) 12 noon three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (New York, New York time2) on the date of the proposed Revolving Credit Advance, in the case prepayment of a Base Rate Loan, or Loans; (2B) 12 noon (New York, New York timeany prepayment of Eurodollar Rate Loans shall be in a principal amount ofi) on the date which is same Business Day as prepayment of each Base Rate Loan and (ii) at least three (3) U.S. Government Securities Business Days’ prior Days before prepayment of each SOFR Loan, specifying the date and amount of prepayment and whether the prepayment is of SOFR Loans, Base Rate Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the proposed Revolving Credit AdvanceAdministrative Agent shall promptly notify each Lender. Partial prepayments shall be in an aggregate amount of $500,000 or a whole multiple of $100,000 in excess thereof with respect to Base Rate Loans, $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case entire principal amount thereof then outstanding with respect to SOFR Loans. A notice of a LIBOR Loanprepayment received after 11:00 a.m. shall be deemed received on the next Business Day or U.S. Government Securities Business Day, as applicable. Each such notice (a “Notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Advance”Loans to be prepaid and, if Eurodollar RateSOFR Loans are to be prepaid, the Interest Period(s) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit AdvanceLoans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's ratable portion of such prepayment (based on such Lender's Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar RateSOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. The Borrower may not prepay any SOFR Loan on any day other than on the last day of the Interest Period applicable thereto unless such prepayment is accompanied by any amount required to be paid pursuant to Section 3.05 hereof.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Cdn. Revolving Lender severally agrees to make available to Borrowers Lower Lakes from time to time until the Commitment Termination Date its Pro Rata Share of Canadian Dollar advances (each, a “"Cdn. Revolving Credit Advance”") under the Cdn. Revolving Loan Commitment (the "Cdn. Revolving Credit Facility"). The Pro Rata Share of the Loans Cdn. Revolving Loan of any Cdn. Revolving Lender shall not at any time exceed its separate Cdn. Revolving Loan Commitment. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of "Cdn. Revolving Loans" under the Existing Credit Agreement is Cdn. $2,000,000. Such "Cdn. Revolving Loans" under the Existing Credit Agreement shall be deemed to be, and hereby are converted into, on the Restatement Closing Date, outstanding Cdn. Revolving Loans hereunder. Each Cdn. Revolving Lender with a Cdn. Revolving Loan Commitment hereunder shall make such payments among themselves and/or shall fund Cdn. Revolving Loans requested by Lower Lakes on the date hereof as are necessary to ensure that such converted Cdn. Revolving Loans and all Cdn. Revolving Loans requested by Lower Lakes on the Restatement Closing Date are funded by the Cdn. Revolving Lenders holding Cdn. Revolving Loan Commitments hereunder pro rata based on their respective shares of the Cdn. Revolving Loan Commitment. In addition, there is one letter of credit issued and outstanding under the Existing Credit Agreement with a face amount of Cdn. $100,000, which shall constitute a Letter of Credit hereunder as of the Restatement Closing Date. The obligations of each Cdn. Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Lower Lakes may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the Canadian Dollar amount of any Cdn. Revolving Credit Advances Advance to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Cdn. Borrowing Availability at such time. Each Cdn. Revolving Credit Advance shall be made on notice by Borrower Representative Lower Lakes to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than 11:00 a.m. (1) 12 noon (New York, New York time) on the date Business Day of the proposed Cdn. Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Cdn. Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers available, from time to time until the Commitment Termination Date Date, its Pro Rata Share of advances (each, a “"REVOLVING CREDIT ADVANCE"). The revolving loans outstanding under the Existing Credit Agreement on the Effective Date shall automatically, without further action, be deemed to be Revolving Credit Advance”)Loans outstanding under this Agreement. The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Borrowing Base, in each case less the sum of the Letter of Credit Obligations and the Swing Line Loan outstanding at such time ("BORROWING AVAILABILITY"). Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(aSECTION 1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives representative of Agent identified in Schedule on SCHEDULE (2.11.1) at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon 12:00 p.m. (New York, New York time) on the Business Day immediately preceding the date of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 12:00 p.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”"NOTICE OF REVOLVING CREDIT ADVANCE") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(iEXHIBIT 1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent, including, without limitation, the amount of such Revolving Credit Advance to be [EXECUTION VERSION] advanced in respect of the KTI Borrowing Base and the amount to be advanced in respect of the Xxxxxx Borrowing Base. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative it must comply with Section 2.5(eSECTION 1.5(e). All Revolving Credit Advances (x) made to In lieu of delivering such a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case Notice of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance, the Borrower may give the representative of the Agent telephonic notice of any proposed Revolving Credit Advance by the time required under this SECTION 1.1(a), if it confirms such notice by delivery of the Notice of Revolving Credit Advance to the representative of the Agent promptly, but in no event later than 5:00 p.m. (New York time) on the same day. Any Notice of Revolving Credit Advance (or telephonic notice in lieu thereof) given pursuant to this SECTION 1.1(a) shall be irrevocable.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”"REVOLVING CREDIT ADVANCE"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Aggregate Borrowing Base, in each case less the sum of the Letter of Credit Obligations and the Swing Line Loan outstanding at such time ("BORROWING AVAILABILITY"). Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower's separate Borrowing Base. Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 2.1(aSECTION 1.1(A); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one on behalf of the representatives applicable Borrower to the representative of Agent identified in Schedule (2.1) on SCHEDULE 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon 11:00 a.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 11:00 a.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”"NOTICE OF REVOLVING CREDIT ADVANCE") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(iEXHIBIT 1.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, Exhibit and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall such other information as may be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.required by

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Cdn. Revolving Lender severally agrees to make available to Borrowers Lower Lakes from time to time until the Commitment Termination Date its Pro Rata Share of Canadian Dollar advances (each, a “"Cdn. Revolving Credit Advance”") under the Cdn. Revolving Loan Commitment (the "Cdn. Revolving Credit Facility"). The Pro Rata Share of the Loans Cdn. Revolving Loan of any Cdn. Revolving Lender shall not at any time exceed its separate Cdn. Revolving Loan Commitment. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of "Cdn. Revolving Loans" under the Existing Credit Agreement is Cdn. $1,500,000. Such "Cdn. Revolving Loans" under the Existing Credit Agreement shall be deemed to be, and hereby are converted into, on the Restatement Closing Date, outstanding Cdn. Revolving Loans hereunder. The obligations of each Cdn. Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Lower Lakes may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the Canadian Dollar amount of any Cdn. Revolving Credit Advances Advance to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Cdn. Borrowing Availability at such time. Each Cdn. Revolving Credit Advance shall be made on notice by Borrower Representative Lower Lakes to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than 11:00 a.m. (1) 12 noon (New York, New York time) on the date Business Day of the proposed Cdn. Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Cdn. Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Tranche A Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Tranche A Revolving Credit Advance”); provided, that no Tranche A Revolving Credit Advance shall be made at any time when the outstanding Tranche B Revolving Loan is less than the Tranche B Maximum Amount. The Pro Rata Share of the Loans Tranche A Revolving Loan of any Tranche A Revolving Lender shall not at any time exceed its separate Tranche A Revolving Loan Commitment. The obligations of each Tranche A Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow Tranche A Revolving Credit Advances under this Section 2.1(a1.1(a)); provided, provided that (x) the amount of any Tranche A Revolving Credit Advances Advance to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves imposed by Agent in its reasonable credit judgment upon prior notice to Borrower Representative. Moreover, (x) the sum of the Tranche A Revolving Loan and Swing Line Loan outstanding shall not exceed at any time the Tranche A Borrowing Base, and (y) the sum of the Tranche A Revolving Loan, the Tranche B Revolving Loan and Swing Line Loan outstanding shall not exceed at any time the Aggregate Borrowing Base. Each Tranche A Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 12:00 noon (New York, New York time) on the date Business Day of the proposed Tranche A Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 12:00 noon (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Tranche A Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. From and including the date of this Agreement and prior to the Revolving Credit Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, (i) to make revolving Loans to Borrower from time to time and (ii) participate in Facility LCs issued upon the request of Borrower (the "REVOLVING CREDIT FACILITY"), provided that, after giving effect to the making of each such Loan and the issuance of each such Facility LC, such Lender's Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms and conditions hereofof this Agreement, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may borrow, repay and reborrow under this the Revolving Credit Facility at any time prior to the Revolving Credit Termination Date. Commencing on December 31, 2004, and continuing on December 31 of each year until the Revolving Credit Termination Date, the Revolving Credit Termination Balance on such date (the "YEAR END BALANCE") shall convert (a "TERM CONVERSION") to a term loan, to be repaid as provided in Section 2.1(a)2.2; provided, that that, (x) the amount of any Revolving Credit Advances to be made the Term Conversion on December 31, 2004 shall not exceed $50,000,000, and (y) the aggregate balance of all Term Conversions in existence at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time$50,000,000. Each Revolving Credit Advance shall be made on notice by Borrower Representative Lender's Commitment to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have lend under the Revolving Credit Advances bear interest Facility shall (A) be reduced by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, its Pro Rata Share of the term loans resulting from each Term Conversion and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All (B) expire on the Revolving Credit Advances Termination Date. Principal payments made (I) on such Year End Balances and (II) after the Revolving Credit Termination Date, may not be reborrowed. The Revolving Credit Facility (other than the Working Capital Sublimit, which shall be used for the purposes set forth in the definition thereof) shall be used solely for (x) made to a U.S. Borrower shall be denominated the purchase of assets used in Dollars the ordinary course or Borrower's business and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.)

Revolving Credit Facility. (ia) Subject to Upon the terms and subject to the conditions hereofof this Loan Agreement, each Lender severally the Bank agrees to make available Loans to Borrowers the Borrower that the Borrower may request from time to time the date hereof until but not including the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share Maturity Date; PROVIDED that the sum of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the outstanding principal amount of any Revolving Credit Advances all Loans (after giving effect to be made at any time all amounts requested) shall not exceed Availability at such time, (y) the amount of $50,000 or an integral multiple thereof. With respect to any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, the Borrower shall notify the Bank in writing or (2) 12 noon (New York, New York time) telephonically not later than 2:00 p.m. Waterbury time on the date proposed Drawdown Date of such Base Rate Loan being requested, of the Drawdown Date (which is must be a Business Day) and the principal amount of such Base Rate Loan. With respect to any LIBOR Rate Loan, the Borrower shall notify the Bank in writing, no less than three (3) LIBOR Business Days’ Days prior to the proposed Revolving Credit AdvanceDrawdown Date of such LIBOR Rate Loan being requested, of the Drawdown Date (which must be a LIBOR Business Day), the principal amount of such LIBOR Rate Loan and the Interest Period for such LIBOR Rate Loan. Subject to the foregoing, so long as the Commitment is then in effect and the conditions set forth in Section 12 hereof have been met, the Bank shall advance the amount requested to the Borrower's bank account designated by the Borrower to the Bank in immediately available funds not later than the close of business on such Drawdown Date. The obligation of the Borrower to repay to the Bank the principal of the Loans and interest accrued thereon shall be evidenced by a promissory note, in the case stated principal amount of a LIBOR Loan. Each such notice (a “Notice $3,000,000, executed and delivered by the Borrower and payable to the order of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed the Bank, and in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(iattached hereto as EXHIBIT A (the "NOTE"), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject i)Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”"REVOLVING CREDIT ADVANCE"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Borrowing Base, in each case minus the sum of the Letter of Credit Obligations and the Swing Line Loan outstanding at such time ("BORROWING AVAILABILITY"). Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 2.1(aSECTION 1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one the representative of the representatives of Administrative Agent identified in Schedule (2.1) on SCHEDULE 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon 11:00 a.m. (New York, New York Chicago time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 11:00 a.m. (New York, New York Chicago time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”"NOTICE OF REVOLVING CREDIT ADVANCE") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(iEXHIBIT 1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be reasonably required by Administrative Agent. If any Borrower desires Borrowers desire to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative they must comply with Section 2.5(eSECTION 1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of (a) any Revolver 1 Lender shall not at any time exceed its separate Revolver 1 Commitment or (b) any Revolver 2 Lender shall not at any time exceed its separate Revolver 2 Commitment, as the case may be. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances Advance allocable to the Revolver 1 Commitment to be made to the U.S. Borrowers at any time shall not exceed the U.S. Revolver 1 Availability at such time time, and (z) the amount of any Revolving Credit Advances Advance allocable to Revolver 2 Commitment to be made to the Canadian Borrowers at any time shall not exceed the Canadian Revolver 2 Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Funding Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon 11:00 a.m. (New YorkChicago, New York Illinois time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon 11:00 a.m. (New YorkChicago, New York Illinois time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan or an Alternate Currency Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by faxtelecopy, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Funding Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the ------------------------- terms and conditions hereofof this Agreement and so long as no Default or Event of Default exists hereunder, each Lender Bank severally agrees to make available loans to Borrowers the Company (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans") from time to time on any Business Day in the case of a Prime Loan or CD Loan or a LIBOR Business Day in the case of a LIBOR Loan from the date hereof until the Commitment Revolving Credit Termination Date on a pro rata basis up to but --- ---- not exceeding its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share Commitment; provided, however, that -------- immediately after giving effect to each loan, the principal amount of outstanding Revolving Credit Loans plus the amount of Outstanding Letters of Credit, Swing Line Loans of any Lender and Competitive Bid Loans shall not at any time exceed its separate the Total Revolving Credit Commitment. The obligations of each Lender hereunder shall be several and not joint. Until Within such limits, the Commitment Termination Date, Borrowers Company may borrow, repay and reborrow under pursuant to this Section 2.1(a); provided2.01, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made in each case on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, a Business Day in the case of a Base Rate Prime Loan or CD Loan, or (2) 12 noon (New York, New York time) and on the date which is three (3) a LIBOR Business Days’ prior to the proposed Revolving Credit Advance, Day in the case of a LIBOR Loan. Each such notice (a “Notice Loan from the date of Revolving Credit Advance”) may be given verbally by telephone this Agreement until, but must be immediately confirmed in writing (by faxnot including, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to Termination Date; provided, however, that (a) no CD Loan shall be made -------- ------- less than thirty (30) days before the Revolving Credit Termination Date and no LIBOR Loan shall be made less than one month before the Revolving Credit Termination Date and (b) a CD Loan and LIBOR Rate, Loan may be repaid only on the last day of an Interest Period with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e)thereto. All Each borrowing which shall not utilize the Revolving Credit Advances (x) made to a U.S. Borrower Commitments in full and each repayment shall be denominated in Dollars an aggregate principal amount equal to no less than $500,000. The parties hereto acknowledge and (y) made agree that the amount and the pro rata portion of the Commitments may change from time to time --- ---- hereafter by the assignment by a Canadian Borrower shall be denominated in Dollars Bank or Canadian Dollars but shall be deemed to have been made (in the case another lender of Canadian Dollar all or a portion of its Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit AdvanceCommitment pursuant to Section 11.08.

Revolving Credit Facility. From and including the date of this Agreement and prior to the Revolving Credit Termination Date, each Lender severally agrees, on the terms and conditions set forth in this Agreement, (i) to make revolving Loans to Borrower from time to time and (ii) participate in Facility LCs issued upon the request of Borrower (the “Revolving Credit Facility”), provided that, after giving effect to the making of each such Loan and the issuance of each such Facility LC, such Lender’s Outstanding Credit Exposure shall not exceed its Commitment. Subject to the terms and conditions hereofof this Agreement, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may borrow, repay and reborrow under this the Revolving Credit Facility at any time prior to the Revolving Credit Termination Date. Commencing on December 31, 2007, and continuing on December 31 of each year until the Revolving Credit Termination Date, the Revolving Credit Termination Balance on such date (the “Year End Balance”) shall convert (a “Term Conversion”) to a term loan, to be repaid as provided in Section 2.1(a); provided2.2. Each Lender’s Commitment to lend under the Revolving Credit Facility shall (A) be reduced by its Pro Rata Share of the term loans resulting from each Term Conversion and (B) expire on the Revolving Credit Termination Date. Principal payments made (I) on such Year End Balances and (II) after the Revolving Credit Termination Date, that may not be reborrowed. The Working Capital Sublimit of the Revolving Credit Facility may be used for working capital and general corporate purposes. The portion of the Revolving Credit Facility other than the Working Capital Sublimit shall be used solely for (x) the amount purchase of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, assets used in the case of a Base Rate Loan, ordinary course or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars Borrower’s business and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Permitted Acquisitions. The Revolving Credit Advances) Facility may also be used for Permitted Distributions. The LC Issuer will issue Facility LCs hereunder on the terms and conditions set forth in the Dollar Equivalent of such Revolving Credit AdvanceSection 2.19.

Revolving Credit Facility. Subject to the terms and conditions set forth in this Agreement and the other Loan Documents, each of Thermo and Aegis severally and not jointly hereby agrees to make Advances to Borrower under a credit facility (the “Revolving Credit Facility”) in an aggregate sum not to exceed the LESSER of (i) an amount equal to the Borrowing Base, or (ii) TWO MILLION AND 00/100 DOLLARS ($2,000,000.00) (the “Maximum Amount”), on a revolving basis from time to time (with each of Thermo and Aegis agreeing to lend one-half of the Maximum Amount) during the period commencing on the Effective Date and continuing until the EARLIER of: (i) February 2, 2025 (the “Stated Maturity Date”), and (ii) the acceleration of the Indebtedness pursuant to the terms of the Loan Documents (the EARLIER of such dates being the “Maturity Date”). If at any time the sum of the aggregate principal amount of Advances outstanding under the Revolving Credit Facility exceeds the lesser of the Maximum Amount or the Borrowing Base, such amount shall be deemed an “Overadvance.” Borrower shall repay the amount of such Overadvance plus all accrued and unpaid interest thereon within one Business Day of receipt of written demand from Lender, and any failure to repay such amounts within such period shall constitute an Event of Default. Notwithstanding anything contained herein to the contrary, an Overadvance shall be considered part of the Loan and shall bear interest at the interest rates set forth in the Note evidencing the Revolving Credit Facility and be secured by this Agreement. Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may borrow, repay and reborrow funds under this Section 2.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit AdvanceFacility.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, provided that (x) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Borrowing Availability at such time; and provided further that, (y) prior to the amount Borrowers’ satisfaction of any the covenants contained in Section 5.14, the sum of the aggregate Revolving Loan and Swing Line Loan then outstanding, after giving effect to such Revolving Credit Advances to be made to the U.S. Borrowers at any time Advance, shall not exceed the U.S. $45,000,000. Borrowing Availability at such time and (z) the amount of any Revolving Credit Advances to may be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timereduced by Reserves imposed by Agent in its reasonable credit judgment. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the Borrowers to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires the Borrowers desire to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). Revolving Credit Advances hereunder shall include advances made by Agent under the Revolving Loan to fund Banker's Acceptances issued by Agent in favor of the Borrowers provided that that aggregate face amount of all such outstanding Banker's Acceptances shall not at any time exceed the lesser of (a) the Borrowing Base or (b) $9,000,000. The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Borrowing Base, in each case less the amount of the Swing Line Loan outstanding at such time ("Borrowing Availability"). Borrowers shall make payments of principal from time to time under the Revolving Loan so that the aggregate amount of Revolving Advances does not at any time exceed the then Borrowing Availability. Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 2.1(a1.1 (a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made either pursuant (a) to the Agent's Cash Management System (Prime Rate Loans only) or (b) on notice by Borrower Representative to one on behalf of the representatives Borrowers to the representative of Agent identified in on Schedule (2.1) 1.1 at the address specified thereinthereon. Any such notice Notices by Borrower Representative must be given no later than (1) 12 noon 12:00 p.m. (New YorkManchester, New York Hampshire time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base Prime Rate Loan, or (2) 12 noon 11:00 a.m. (New YorkManchester, New York Hampshire time) on the date which is three two (32) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan or a BAR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially and shall be in the such form of Exhibit 2.1(a)(i), and shall include the such information as may be required in such Exhibitby Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.1.4

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (xA) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Borrowing Availability at such time and (B) the Borrower shall not request, and shall not borrow, a Revolving Credit Advance to fund all or any portion of a Permitted Acquisition or a Permitted Intellectual Property Acquisition (1) if the amount of such Revolving Credit Advance would exceed Revolving Acquisition Loan Availability at such time, (y2) unless, in the case of a Permitted Acquisition, the Acquisition Loan Funding Termination Date has occurred or the then outstanding principal balance of Acquisition Loans equals the Maximum Acquisition Loan Amount at such time, or (3) to the extent that the aggregate amount of any the then outstanding Revolving Credit Advances used to fund such transactions has exceeded, or would exceed after giving effect to all such requested Revolving Credit Advances, $10,000,000. Borrowing Availability may be made further reduced by Reserves imposed by Agent in its reasonable credit judgment for reasons relating to any Credit Party, any Credit Party's business or industry and/or the U.S. Borrowers at any time shall not exceed Agent's ability to collect or realize the U.S. Availability at such time and (z) the amount full value of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timeCollateral. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon 11:00 a.m. (New York, New York Chicago time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 11:00 a.m. (New York, New York Chicago time) on the date which is three (3) 3 Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance."

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The On the Closing Date, the Existing Lenders and Lenders shall be deemed to have reallocated their Revolving Loan Commitments as set forth on Annex J and the Pro Rata Share of the Loans Revolving Loan of any Lender shall not at any time exceed its separate Commitment. Revolving Loan Commitment as set forth in Annex J. The obligations of each Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount less the sum of the Letter of Credit Obligations and (B) the Aggregate Borrowing Base less the sum of 35% of the Eligible Trade L/C Obligations and 100% of such other Letter of Credit Obligations and, in each case, less the Swing Line Loan outstanding at such time ("Borrowing Availability"). Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower less 65% of the Eligible Trade L/C Obligations of such Borrower shall not exceed at any time that Borrower's separate Borrowing Base. Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one on behalf of the representatives applicable Borrower to the representative of Administrative Agent identified in on Schedule (2.1) 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon 11:00 a.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 11:00 a.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Administrative Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Cdn. Revolving Lender severally agrees to make available to Borrowers Lower Lakes from time to time until the Commitment Termination Date its Pro Rata Share of Canadian Dollar advances (each, a “"Cdn. Revolving Credit Advance”") under the Cdn. Revolving Loan Commitment (the "Cdn. Revolving Credit Facility"). The Pro Rata Share of the Loans Cdn. Revolving Loan of any Cdn. Revolving Lender shall not at any time exceed its separate Cdn. Revolving Loan Commitment. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of "Cdn. Revolving Loans" under the Existing Credit Agreement is Cdn. $10,350,000. Such "Cdn. Revolving Loans" under the Existing Credit Agreement shall be deemed to be, and hereby are converted into, on the Restatement Closing Date, outstanding Cdn. Revolving Loans hereunder. In addition, there is one letter of credit issued and outstanding under the Existing Credit Agreement with a face amount of Cdn. $100,000, which shall constitute a Letter of Credit hereunder as of the Restatement Closing Date. The obligations of each Cdn. Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Lower Lakes may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the Canadian Dollar amount of any Cdn. Revolving Credit Advances Advance to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Cdn. Borrowing Availability at such time. Each Cdn. Revolving Credit Advance shall be made on notice by Borrower Representative Lower Lakes to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than 11:00 a.m. (1) 12 noon (New York, New York time) on the date Business Day of the proposed Cdn. Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Cdn. Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, provided that (x) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Borrowing Availability at such time; provided, (y) further, that notwithstanding anything to the contrary contained in this Agreement the Revolving Loan plus the outstanding principal amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time Term Loans shall not in no circumstance exceed the U.S. Availability at $75,000,000 until such time as all obligations under the Second Lien Credit Agreement (and (zall related documents) the amount of any Revolving Credit Advances have been paid in full and satisfactory evidence thereof has been provided to Agent. Borrowing Availability may be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timereduced by Reserves imposed by Agent in its reasonable credit judgment. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of Borrowers to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 12:00 noon (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 12:00 noon (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be reasonably required by Agent. If any Borrower desires Borrowers desire to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to US Borrowers and to Canadian Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”)) provided that all Revolving Credit Advances hereunder to US Borrowers shall be made by US Lenders and all Revolving Credit Advances hereunder to Canadian Borrowers shall be made by Canadian Lenders. The aggregate amount of all Revolving Credit Advances to US Borrowers shall not exceed $225,000,000, and the aggregate amount of all Revolving Credit Advances to Canadian Borrowers shall not exceed the Dollar Equivalent Amount of $50,000,000. The Pro Rata Share of the Loans Revolving Loan of any Lender shall not at any time exceed its separate Commitmentapplicable Revolving Loan Commitment (as determined separately in respect of US Borrowers, on the one hand, and Canadian Borrowers, on the other hand). The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (xA) the amount of any Revolving Credit Advances Advance to be made at any time to US Borrowers shall not exceed US Borrowing Availability at such time, ; (yB) the amount of any Revolving Credit Advances Advance to be made to the U.S. Borrowers at any time to Canadian Borrowers shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Borrowing Availability at such time; and (C) the aggregate amount of Revolving Credit Advances shall not exceed Borrowing Availability to all Borrowers. Borrowing Availability may be further reduced by Reserves imposed by Agent in its reasonable credit judgment. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to (I) all US Borrowers shall not exceed at any time the US Borrowing Base and (II) all Canadian Borrowers shall not exceed at any time the Canadian Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified thereintherein and in the case of Canadian Revolving Credit Advances, to the Canadian Agent as well. Any such notice must be given no later than (1) 12 12:00 noon (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 12:00 noon (New York, New York time) on the date which is three (3) 3 Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan or BA Rate Loan. Each such notice (a “Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and Rate or BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereofof this Agreement, each Lender severally agrees to make available Advances to Borrowers the Borrower under the Revolving Credit Facility from time to time from the Closing Date until the Commitment Revolving Credit Termination Date its Pro Rata Share of advances (each, on a “pro rata basis as to the total borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Advance”). The Pro Rata Share Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Loans Notes as a result of any Lender an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the principal amount of Revolving Credit Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings shall not at any time exceed its separate the Total Revolving Credit Commitment. The obligations of each Lender hereunder shall be several and not joint. Until Within such limits, the Commitment Termination Date, Borrowers Borrower may borrow, repay and reborrow under this Section 2.1(a)the Revolving Credit Facility on a Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolving Credit Termination Date; provided, however, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time Termination Date and (z) the amount of any each Revolving Credit Advances to be made Loan that is a Eurodollar Rate Loan may, subject to the Canadian Borrowers at any time shall not exceed provisions of Section 2.7, be repaid only on the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one last day of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Interest Period with respect to LIBOR Loans denominated in Dollarsthereto unless such payment is accompanied by the additional payment, and BA Rateif any, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with required by Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance5.5.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a1.1(a)(i); provided, provided that (x) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves imposed by Agent in its reasonable credit judgment. Moreover, (y) the amount sum of any the Revolving Credit Advances Loan and Swing Line Loan outstanding to be made to the U.S. Borrowers shall not exceed at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timeBorrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon 11:00 a.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 11:00 a.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to US Borrowers and to Canadian Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”)) provided that all Revolving Credit Advances hereunder to US Borrowers shall be made by US Lenders and all Revolving Credit Advances hereunder to Canadian Borrowers shall be made by Canadian Lenders. The aggregate amount of all Revolving Credit Advances to US Borrowers shall not exceed $375,000,000, and the aggregate amount of all Revolving Credit Advances to Canadian Borrowers shall not exceed the Dollar Equivalent Amount of $65,000,000. The Pro Rata Share of the Loans Revolving Loan of any Lender shall not at any time exceed its separate Commitmentapplicable Revolving Loan Commitment (as determined separately in respect of US Borrowers, on the one hand, and Canadian Borrowers, on the other hand). The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (xA) the amount of any Revolving Credit Advances Advance to be made at any time to US Borrowers shall not exceed US Borrowing Availability at such time, ; (yB) the amount of any Revolving Credit Advances Advance to be made to the U.S. Borrowers at any time to Canadian Borrowers shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Borrowing Availability at such time; and (C) the aggregate amount of Revolving Credit Advances shall not exceed Borrowing Availability to all Borrowers. Borrowing Availability may be further reduced by Reserves imposed by Agent in its reasonable credit judgment. Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to (I) all US Borrowers shall not exceed at any time the US Borrowing Base and (II) all Canadian Borrowers shall not exceed at any time the Canadian Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified thereintherein and in the case of Canadian Revolving Credit Advances, to the Canadian Agent as well. Any such notice must be given no later than (1) 12 12:00 noon (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 12:00 noon (New York, New York time) on the date which is three (3) 3 Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan or BA Rate Loan. Each such notice (a “Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and Rate or BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (ia) Subject to the terms and conditions hereofset forth herein, each Lender with a Revolving Credit Commitment (“Revolving Credit Lender”) hereby severally and not jointly agrees to make available revolving loans, in Dollars (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers from time to time until during the Commitment Termination period from the Effective Date its Pro Rata Share of advances (each, a “to the Business Day next preceding the Revolving Credit Advance”). The Termination Date, in an amount not to exceed at any time such Lender’s Pro Rata Share of the Loans Revolving Credit Commitments at such time; provided, however, (i) at no time shall the aggregate principal amount of any Lender shall not all Revolving Credit Obligations outstanding at any time exceed its separate Commitment. The obligations the Maximum Amount of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability Obligations at such time and (zii) at no time shall the aggregate principal amount of any all Revolving Credit Advances to be made Obligations outstanding any time owing by any Borrower after the Effective Date exceed such Borrower’s Revolving Credit Sublimit (to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(eextent applicable). All Revolving Credit Advances (x) made to a U.S. Borrower Loans comprising the same Borrowing hereunder shall be denominated in Dollars made by such Lenders simultaneously and proportionately to their then respective Revolving Credit Commitments. Subject to the provisions hereof (yincluding Section 5.2), the Borrowers, as the case may be, may repay any outstanding Revolving Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.2(a) made to a Canadian Borrower at the time of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. On the Effective Date, the Revolving Loans outstanding on such date shall be denominated repaid by that portion of the proceeds of the Additional Term Loans in Dollars or Canadian Dollars but shall be deemed to have been made (excess of Transaction Costs payable on the Effective Date, without thereby effecting any reduction in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.Commitments. (b)

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Credit Lender severally agrees to make available revolving credit loans (each a "Revolving Credit Loan" and collectively, the "Revolving Credit Loans") to the Co-Borrowers in Dollars from time to time following consummation of the Merger until the Commitment Termination Date in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount of the Revolving Credit Loan Commitment of such Lender as in effect from time to time. The aggregate principal amount of all Revolving Credit Lenders' Revolving Credit Loans outstanding shall not exceed at any time the Maximum Amount ("Borrowing Availability"). The principal amount of each Lender's Revolving Credit Loan made on a Borrowing Date shall be in an amount equal to its Pro Rata Share of advances (each, a “all Revolving Credit Advance”). The Loans made on such date, but shall not exceed (together with all other outstanding Revolving Credit Loans of such Lender) such Lender's Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not jointBorrowing Availability. Until the Commitment Termination Date, Co-Borrowers may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance Loan shall be made on notice by Borrower Representative to one Cigar, on behalf of the representatives of Co-Borrowers, to the Administrative Agent identified in Schedule (2.1) at the address specified thereinits Notice Office. Any such notice Those notices must be given no later than (1) 12 noon (New York, New York time) on at least one Business Day prior to the date Borrowing Date of the proposed Revolving Credit AdvanceLoan, in the case of a Base Prime Rate Loan, or (2) 12 noon no later than 11:00 a.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the Borrowing Date of the proposed Revolving Credit AdvanceLoan, in the case of a LIBOR Eurodollar Loan. Each such notice (a “"Notice of Revolving Credit Advance”Loan") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially ), shall be in the form of Exhibit 2.1(a)(i1.1(a)(i), shall be signed by an Authorized Officer of Cigar and shall include the such information as may be reasonably required in such Exhibitby Administrative Agent. If any Borrower desires to have the Each Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower Loan shall be denominated in Dollars and (y) made either a Eurodollar Loan having a Eurodollar Interest Period selected by Co-Borrowers pursuant to Section 1.3 or a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit AdvancePrime Rate Loan.

Revolving Credit Facility. (ia) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”)) on account of the Revolving Loan. The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Borrowing Base and (B) the Maximum Amount and, in each case, less the sum of the Letter of Credit Obligations (“Borrowing Availability”). Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(1); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives representative of Agent identified in on Schedule (2.1) 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than 11:00 a.m. (1) 12 noon (New York, New York Toronto time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(1)(a), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have wishes that Lender convert an amount of a proposed Revolving Credit Advance into US Dollars before depositing the proceeds of the Revolving Credit Advances bear interest by reference to Advance into a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian DollarsDisbursement Account, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (make its request in the case applicable Notice of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance. If Borrower is entitled to such requested Revolving Credit Advance, Lender shall deposit into Borrower’s US Dollar Disbursement Account the amount of US Dollars that, at the then applicable Currency Exchange Rate, is equivalent to the amount of the requested Revolving Credit Advance that Borrower has requested that Lender convert into US Dollars. Lender shall notify Borrower of the Currency Exchange Rate on or prior to the first Business Day of each calendar month that is applicable during such calendar month for the purpose of such currency conversions.

Revolving Credit Facility. Banks shall make available to Borrower a revolving line of credit (ithe "Revolving Credit Facility"; each of the Term Credit Facility and the Revolving Credit Facility being hereinafter sometimes referred to individually as a "Credit Facility" and collectively as the "Credit Facilities"), which Revolving Credit Facility may be drawn upon by Borrower on any Business Day of Banks during the period from the date hereof until and including December 31, 1998, or such earlier date as may be fixed by Borrower on at least one (1) Subject Business Day's telephonic notice to Agent, to be confirmed in writing by Borrower, in the form of the issuance by Banks on behalf of and for the account of Borrower of irrevocable stand-by letters of credit in the form provided for by, and containing such terms and conditions hereofas are acceptable to, each Lender severally agrees to make available to Borrowers Banks and in such amounts as Borrower may from time to time until request (each such letter of credit, as well as any letters of credit issued pursuant to and in accordance with the Fourth Loan Agreement which remain outstanding on the date hereof, being hereinafter referred to individually as a "Letter of Credit" and collectively as the "Letters of Credit") or in the form of actual fundings to Borrower by Banks in such amounts as Borrower may from time to time request (each such funding, as well as the aggregate amount of the Prior Notes previously funded by Banks and outstanding on the date hereof, being hereinafter referred to individually as a "Revolving Advance" and collectively as the "Revolving Advances"), so long as (a) the aggregate principal amount of all Letters of Credit outstanding at any one time does not exceed the LC Commitment Termination Date its Pro Rata Share and (b) the aggregate principal amount of advances (each, a “all Letters of Credit and of all Revolving Advances outstanding at any one time does not exceed the Revolving Commitment then in effect. The Revolving Commitment available to Borrower from time to time under the Revolving Credit Advance”)Facility shall be reduced by the aggregate of the face amount of any outstanding Letters of Credit and of all unpaid Revolving Advances made by Banks to Borrower pursuant to this Agreement and shall constitute the "Unused Commitment". Any draws made under the Letters of Credit by the beneficiaries thereof shall constitute Revolving Advances as defined in this Agreement. The Pro Rata Share of Unused Commitment available under the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder Revolving Credit Facility shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) restored but simultaneously reduced by the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be which are made to Borrower to reimburse Banks for draws under the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount Letters of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit AdvanceCredit.

Revolving Credit Facility. (ia) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow (each a "Revolver Event") under this Section 2.1(a1.1(a); provided, that (xi) no more than four (4) Revolver Events may occur in any month, (ii) no mandatory prepayment made pursuant to Section 1.2(b) shall be treated as a Revolver Event and (iii) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Borrowing Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives representative of Agent identified in on Schedule (2.1) 1.1 at the address specified thereinthereon. Any such notice These notices must be given no later than (1A) 12 noon (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2B) 12 noon (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a), and shall include must specify the information required requested date, the amount (at least $50,000 and multiples of $5,000 in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, excess thereof) and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent type of such Revolving Credit Advance, if in respect of a Revolving Credit Advance made after the Closing Date, whether such Revolving Credit Advance is to be made in connection with a Permitted Acquisition, a Permitted Portfolio Purchase or for other general corporate purposes, and such other information as may be required by Agent and must be accompanied by a Borrowing Base Certificate giving effect to the proposed Revolving Credit Advance. All such notices must be given in writing (by telecopy or overnight courier) or by telephone confirmed immediately in writing.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). Revolving Credit Advances hereunder shall include advances made by Agent under the Revolving Loan to fund Banker's Acceptances issued by Agent in favor of the Borrower provided that that aggregate face amount of all such outstanding Banker's Acceptances shall not at any time exceed $9,000,000. The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances (including funded Banker's Acceptances issued in favor of the Borrower) outstanding shall not exceed at any time the Maximum Amount less the principal amount of the Swing Line Loan and the aggregate stated amounts of Letters of Credit outstanding at such time ("Borrowing Availability"). Borrower shall make payments of principal from time to time under the Revolving Loan so that the aggregate amount of Revolving Advances does not at any time exceed the then Borrowing Availability. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1 (a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made either pursuant (a) to the Agent's Cash Management System (Prime Rate Loans only) or (b) on notice by Borrower Representative to one of the representatives representative of Agent identified in Schedule (2.1) on Annex G at the address specified thereinthereon. Any such notice Notices by Borrower must be given no later than (1) 12 noon 12:00 p.m. (New YorkBoston, New York Massachusetts time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base Prime Rate Loan, or (2) 12 noon 11:00 a.m. (New YorkBoston, New York Massachusetts time) on the date which is three two (32) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan or a BAR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially and shall be in the such form of Exhibit 2.1(a)(i), and shall include the such information as may be required in such Exhibitby Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.1.4

Revolving Credit Facility. (ia) Subject to Upon the terms and subject to the conditions hereofof this Loan Agreement, each Lender severally the Bank agrees to make available Loans to Borrowers the Borrower that the Borrower may request from time to time the date hereof until but not including the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share Maturity Date; PROVIDED that the sum of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the outstanding principal amount of any Revolving Credit Advances all Loans (after giving effect to be made at any time shall not exceed Availability at such time, (yall amounts requested) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) Commitment. Loans shall be in the minimum aggregate amount of $100,000 or an integral multiple thereof. With respect to any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, the Borrower shall notify the Bank in writing or (2) 12 noon (telephonically not later than 2:00 p.m. New York, New York time) Haven time on the date proposed Drawdown Date of such Base Rate Loan being requested, of the Drawdown Date (which is must be a Business Day) and the principal amount of such Base Rate Loan. With respect to any LIBOR Rate Loan, the Borrower shall notify the Bank in writing, no less than three (3) LIBOR Business Days’ Days prior to the proposed Revolving Credit AdvanceDrawdown Date of such LIBOR Rate Loan being requested, of the Drawdown Date (which must be a LIBOR Business Day), the principal amount of such LIBOR Rate Loan and the Interest Period for such LIBOR Rate Loan. Subject to the foregoing, so long as the Commitment is then in effect and the conditions set forth in SECTION 12(a) through SECTION 12(e) hereof have been met as of the Closing Date; and as set forth in Section 12(a) through 12(d) hereof have been met for each Drawdown Date thereafter, the Bank shall advance the amount requested to the Borrower's bank account designated by the Borrower to the Bank in immediately available funds not later than the close of business on such Drawdown Date. The obligation of the Borrower to repay to the Bank the principal of the Loans and interest accrued thereon shall be evidenced by a promissory note, in the case stated principal amount of a LIBOR Loan. Each such notice (a “Notice $15,000,000, executed and delivered by the Borrower and payable to the order of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed the Bank, and in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(iattached hereto as EXHIBIT A (the "NOTE"), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. Upon the request of the Borrower, each Bank severally agrees, on the terms and conditions hereinafter set forth, to make loans (iindividually a “Revolving Credit Loan” and collectively the “Revolving Credit Loans”) to the Borrower from time to time during the period from the Closing Date up to but not including the Termination Date in an aggregate principal amount not to exceed at any time outstanding the amount set forth opposite such Bank’s name as the Revolving Credit Commitment on Exhibit A hereto, as such amount may be reduced pursuant to Section 2.02 hereof. The aggregate maximum principal amount of the Revolving Credit Facility shall be $10,000,000.00. The aggregate principal amount of all borrowings of Revolving Credit Loans made on a single date, which shall not utilize the Revolving Credit Commitments in full, shall be in an amount of not less than One Million Dollars ($1,000,000.00). Each Revolving Credit Loan shall be made by each Bank in the Commitment Percentage applicable to each Bank and shall not exceed said Bank’s Revolving Credit Commitment. Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until of this Agreement and within the Commitment Termination Date its Pro Rata Share limits of advances (each, a “the Revolving Credit Advance”). The Pro Rata Share of Commitment, the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may borrow, repay repay, and reborrow under the Revolving Credit Facility pursuant to the terms of this Section 2.1(a); providedAgreement. On such terms and conditions of this Agreement, that (x) the amount Revolving Credit Loans may be outstanding as Base Rate Loans or LIBOR Rate Loans. Each Type of Revolving Credit Loan shall be made and maintained at such Bank’s Lending Office for such Type of Revolving Credit Loan. The failure of any Bank to make any requested Revolving Credit Advances Loan to be made at any time by it on the date specified for such Loan shall not exceed Availability at relieve any other Bank of its obligation (if any) to make such timeRevolving Credit Loan on such date, (y) but no Bank shall be responsible for the amount failure of any other Bank to make such Revolving Credit Advances Loans to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at by such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advanceother Bank.

Revolving Credit Facility. (ia) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of Canadian Dollar advances and US Dollar advances (each, a “Revolving Credit Advance”"REVOLVING CREDIT ADVANCE"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate US Dollar Amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Aggregate Borrowing Base, in each case less the sum of the US Dollar Amounts of Letter of Credit Obligations and the Swing Line Loan outstanding at such time ("BORROWING AVAILABILITY"). Moreover, with reference to either Borrower, (x) the sum of the Loans outstanding to such Borrower shall not exceed at any time the Aggregate Borrowing Base less the sum of the Loans outstanding to the other Borrower and (y) the sum of the Loans denominated in US Dollars and outstanding to such Borrower shall not exceed at any time Five Million US Dollars (US$5,000,000) (the "US DOLLAR SUBLIMIT"). Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(1); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one on behalf of the representatives applicable Borrower to the representative of Agent identified in on Schedule (2.1) 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than (1i) 12 noon 11:00 a.m. (New York, New York Toronto time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base Cdn Index Rate Loan or a US Index Rate Loan, or (2ii) 12 noon 11:00 a.m. (New York, New York Toronto time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan and (iii)11:00 a.m. (Toronto time) on the date which is two (2) Business Days prior to the proposed Revolving Credit Advance, in the case of a BA Rate Loan. Each such notice (a “Notice of Revolving Credit Advance”"NOTICE OF REVOLVING CREDIT ADVANCE") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(1)(a), and shall include the information required in such Exhibit, as such form may be amended, modified, supplemented or restated by Agent from time to time in its sole discretion, acting reasonably. If any either Borrower desires to have the a Revolving Credit Advances Advance in Canadian Dollars bear interest by reference to the BA Rate or a Revolving Credit Advance in US Dollars bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(eSections 1.5(5) or 1.5(6). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance, as applicable.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of revolving credit advances (each, a “Revolving Credit Advance”"REVOLVING CREDIT ADVANCE"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Aggregate Revolving Borrowing Base, in each case less the sum of the Letter of Credit Obligations and the Swing Line Loan outstanding at such time ("BORROWING AVAILABILITY"). Moreover, the sum of the Revolving Loan and Swing Line Loan outstanding to any Borrower shall not exceed at any time that Borrower's separate Revolving Borrowing Base. Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 2.1(aSECTION 1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one on behalf of the representatives applicable Borrower to the representative of Agent identified in Schedule (2.1) on SCHEDULE 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon 11:00 a.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 2)11:00 a.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”"NOTICE OF REVOLVING CREDIT ADVANCE") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(iEXHIBIT 1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(eSECTION 1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) (A) Subject to the terms and conditions hereof, prior to the Acquisition Closing Date, each Tranche A Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Tranche A Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Tranche A Revolving Lender shall not at any time exceed its separate Tranche A Revolving Loan Commitment. The obligations of each Tranche A Revolving Lender hereunder shall be several and not joint. Until the earlier of the Acquisition Closing Date or the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a1.1(a)(i)(A); provided, provided that (x) the amount of any Tranche A Revolving Credit Advances Advance to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves imposed by Agent in its reasonable credit judgment. Moreover, the Tranche A Revolving Loan outstanding to any Borrower shall not exceed at any time that Borrower's separate Borrowing Base. Each Tranche A Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date Business Day of the proposed Tranche A Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Tranche A Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Tranche A Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i)(A), and shall include the information required in such ExhibitExhibit and such other information as may be reasonably required by Agent. If any Borrower desires to have the Tranche A Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”"REVOLVING CREDIT ADVANCE"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(aSECTION 1.1(a); provided, provided that (x) the aggregate amount of any Revolving Credit Advances to be made outstanding shall not exceed at any time shall not exceed Availability at such time, the lesser of (yA) the amount Maximum Amount and (B) the Borrowing Base, in each case less the sum of any Revolving the Letter of Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability Obligations outstanding at such time ("BORROWING AVAILABILITY"). Borrowing Availability may be reduced by Reserves imposed by Agent and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timeAgent in their reasonable credit judgment. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one the representative of the representatives of Revolving Credit Agent identified in Schedule (2.1) SCHEDULE 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon 12:00 p.m.(noon) (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 12:00 p.m.(noon) (New York, New York time) on the date which is three (3) 3 Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”A "NOTICE OF REVOLVING CREDIT ADVANCE") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(iEXHIBIT 1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be reasonably required by Agent or Revolving Credit Agent. If any Borrower desires Borrowers desire to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative Borrowers must comply with Section 2.5(eSECTION 1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of (a) any Revolver 1 Lender shall not at any time exceed its separate Revolver 1 Commitment or (b) any Revolver 2 Lender shall not at any time exceed its separate Revolver 2 Commitment, as the case may be. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (xw) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time and Borrowers shall be in compliance with Section 7.10 after giving effect to such Revolving Credit Advance and after giving effect to Clause (z) below, (x) the amount of any Revolving Credit Advance allocable to the Revolver 1 Commitment to be made at any time shall not exceed Revolver 1 Availability at such time, (y) the amount of any Revolving Credit Advances Advance allocable to Revolver 2 Commitment to be made to the U.S. Borrowers at any time shall not exceed the U.S. Revolver 2 Availability at such time time, and (z) at any time the outstanding principal amount of Revolving Loans and Swing Line Loans equals $150,000,000, all Available Liquid Cash shall have been reduced to zero prior to the funding of any additional Swing Line Advances, Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timeor Letter of Credit Obligations based upon Availability. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Funding Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon 11:00 a.m. (New YorkChicago, New York Illinois time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon 11:00 a.m. (New YorkChicago, New York Illinois time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan or an Alternate Currency Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by faxtelecopy, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Funding Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances to Borrower (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the Maximum Amount less the amount of the Swing Line Loan and Letter of Credits outstanding at such time (“Borrowing Availability”). Borrower shall make payments of principal from time to time under the Revolving Loan so that the aggregate amount of Revolving Advances does not at any time exceed the then Borrowing Availability. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a2.1 (a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made either pursuant (a) to the Administrative Agent’s Cash Management System (Prime Rate Loans only) or (b) on notice by the Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at Administrative Agent. Notices by the address specified therein. Any such notice Borrower must be given no later than (1) 12 noon 12:00 p.m. (New YorkManchester, New York Hampshire time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base Prime Rate Loan, or (2) 12 noon 11:00 a.m. (New YorkManchester, New York Hampshire time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of attached hereto as Exhibit 2.1(a)(i), ) and shall include such information as may be required by Administrative Agent and Borrower’s certification as to Borrower’s and Guarantors’ compliance as of the information required in such Exhibitdate thereof with all of the representations, covenants, and conditions of this Agreement. If any the Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, the Borrower Representative must comply with Section 2.5(e2.4(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans Revolving Loan of any Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Borrowing Availability at such time. Each Revolving Credit Advance The Borrowing Availability may be further reduced by Reserves imposed by the Inventory and Receivables Security Agent in its reasonable credit judgment. Borrower shall be made on notice by Borrower Representative to one of notify the representatives of the Administrative Agent and the Inventory and Receivables Security Agent identified in Schedule (2.1) 1.1 at the address specified thereintherein prior to each Revolving Credit Advance. Any Upon receipt of such notice the Inventory and Receivables Security Agent shall, to the extent such information has changed, promptly, and in any event on the same day such notice is received from the Borrower, provide the Administrative Agent with written notice of (i) the Borrowing Base then in effect and (ii) any reserves established by the Inventory and Receivables Security Agent with respect to the Borrowing Base or the Maximum Amount; in the event that the Inventory and Receivables Security Agent fails to deliver such notice to the Administrative Agent, the Administrative Agent shall be entitled to rely on the then most recent Borrowing Base and reserve information communicated to it in writing by the Inventory and Receivables Security Agent. Borrower must be given give any such notice no later than 2:00 p.m. (1) 12 noon (New York, New York time) on the date which is (i) one (1) Business Day prior to the date of the proposed Revolving Credit Advance, in the case of an Index Rate Loan or (ii) three (3) Business Days prior to the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each Borrower must give each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and which shall include the information required in such ExhibitExhibit and be accompanied by such other information as the Administrative Agent may require. Each Revolving Credit Advance shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof. If any Borrower desires to have that the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.1.5

Revolving Credit Facility. (ia) Subject From and after the Closing Date and until the Facility Termination Date and subject to the terms and conditions hereof, each the Conduit Lender (prior to the occurrence of an Edison Termination Date) and the Committed Lender (after the occurrence of the Committed Lender Funding Event) severally agrees agree to make available Revolving Credit Advances to Borrowers the Borrower from time to time. The Outstanding Principal Amount shall not exceed at any time the least of (i) the Maximum Facility Amount, (ii) the Cap Amount and (iii) an amount equal to (x) the Borrowing Base MULTIPLIED BY the Maximum Advance Rate MINUS (y) the Interest Discount Amount MINUS (z) the Custodial Overadvance Amount (such least amount, the "BORROWING AVAILABILITY"). Borrower may from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) hereunder on the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time terms and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timeconditions set forth herein. Each Revolving Credit Advance shall be made on notice by the Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such Administrative Agent, which notice must is to be given received no later than 4:00 p.m. (1) 12 noon (New York, New York time) on the date of Business Day immediately preceding the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR LoanBorrowing Date set forth therein. Each such notice (a “Notice of Revolving Credit Advance”"NOTICE OF REVOLVING CREDIT ADVANCE") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(iEXHIBIT 2.01(A), and shall include the information required in such Exhibit. If any Borrower desires , shall be irrevocable and shall be accompanied by a completed Daily Certificate as of the date of delivery, after giving effect to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in DollarsAdvance requested thereby. Following receipt of any Notice of Revolving Credit Advance, and BA Ratesubject to the satisfaction of the conditions set forth in SECTION 3.02, with respect the Applicable Lender shall make available to LIBOR Loans denominated or on behalf of the Borrower on the Borrowing Date specified therein the lesser of the amount specified in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All such Notice of Revolving Credit Advances (x) made Advance and the Borrowing Availability by depositing such amount in same day funds to a U.S. such Deposit Account as the Borrower shall be denominated have identified in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case such Notice of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers Borrower from time to time until the Revolving Loan Commitment Termination Date its Pro Rata Share of advances under the Revolving Loan Commitment (each, a an “Revolving Credit Advance”). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Advances outstanding shall not exceed at any time the Maximum Amount less the sum of the Letter of Credit Obligations outstanding at such time (such aggregate amount of Advances permitted to be outstanding at any one time, the “Borrowing Availability”); provided that the aggregate amount of Advances plus the sum of the Letter of Credit Obligations outstanding on the Closing Date shall not exceed $1,500,000. Until the Revolving Loan Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and and, subject to Borrowing Availability, reborrow under this Section 2.1(a); provided, that (x) for the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timepurposes described in Section 2.4. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Administrative Agent identified in Schedule (2.1) at the address specified thereinas provided herein. Any such notice Those notices must be given no later than (a) in the case of an Index Rate Loan borrowing, 11:30 a.m. New York time on the proposed date of such borrowing (but no later than 11:30 a.m. New York time at least one (1) 12 noon (New York, New York time) on Business Day prior to the proposed date of the proposed Revolving Credit Advance, such borrowing in the case of a Base requested Index Rate LoanLoan greater than $1,000,000), or and (2b) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR LoanLoan borrowing, noon New York time at least three (3) Business Days prior to the proposed date of such borrowing. Each such notice (a “Revolving Loan Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i), ) and shall include the information required in such Exhibit. If any Borrower desires to have Administrative Agent shall notify each Revolving Lender promptly after receipt of a Revolving Loan Notice of Advance of the details thereof by telecopy, telephone or other similar form of transmission. Each Revolving Credit Advances bear interest by reference to a LIBOR RateLender shall, with respect to LIBOR Loans denominated in Dollarsseverally and not jointly, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in make the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent amount of such Revolving Credit AdvanceLender’s Pro Rata Share of each Advance available to Administrative Agent in same day funds by wire transfer to Administrative Agent’s Account not later than 1:30 p.m. New York time on the requested funding date so that Administrative Agent may make such Advance available to Borrower in same day funds by wire transfer to Borrower’s account set forth on Borrower’s signature page attached hereto or such other account as Borrower may notify Administrative Agent in writing.

Revolving Credit Facility. Subject to the terms and conditions set forth in this Agreement and the other Loan Documents, Lender hereby agrees to lend to Borrower an aggregate sum not to exceed $2,000,000.00 (the "Revolving Credit Facility"), on a revolving basis from time to time during the period commencing on the date hereof and continuing until the earlier of (i) written demand for payment, (ii) the acceleration of the Indebtedness pursuant to the terms of this Agreement; or (iii) December 31, 2004 (the "Revolving Maturity Date"). Provided that no Event of Default shall have occurred and be continuing, Lender will automatically renew the Revolving Credit Facility for a period of one (1) year from December 1, 2004 and for successive one year periods thereafter (but in no event beyond December 31, 2006) unless Lender notifies Borrower within that the Revolving Credit Facility will not be renewed within thirty (30) days prior to such renewal date. If at any time the sum of the aggregate principal amount of Loans outstanding hereunder exceeds the Credit Facility (an "Overadvance"), Borrower shall immediately repay the amount of such Overadvance plus all accrued and unpaid interest thereon. Notwithstanding anything contained herein to the contrary, an Overadvance shall be considered a Loan and shall bear interest as such and be secured by this Agreement. Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may borrow, repay and reborrow the Loans under the Revolving Credit Facility. All advances under this Section 2.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance Agreement shall be made on notice by collectively called the "Loans." Lender reserves the right to require Borrower Representative to give Lender not less than one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon Business Day prior notice of each Loan, specifying (New Yorki) the aggregate amount of such Loan, New York time(ii) on the requested date of such advance, and (ii) the proposed Revolving Credit Advance, purpose for such Loan. All Loans shall be in the case sole discretion of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit AdvanceLender.

Revolving Credit Facility. Claims On the Effective Date, NRG shall be entitled to setoff against the amount of the NRG Settlement Payment any claims for outstanding cash borrowings or other amounts owed to NRG under the Revolving Credit Agreement, which claims shall be deemed allowed by the Bankruptcy Court. Notwithstanding the foregoing, no setoff will be allowed for undrawn letters of credit issued under the Revolving Credit Agreement to the extent that GenOn has posted back-to-back or replacement letters of credit for letters of credit outstanding under the Revolving Credit Agreement. Releases The releases set forth in the Settlement Agreement (the “Release Provisions”) shall provide: on the Effective Date, the Released Parties shall be released, exculpated and discharged for any and all claims, causes of action and liabilities, whether known or unknown, direct or derivative, liquidated or unliquidated, contingent or matured, relating in any way to (i) the Settled Claims, (ii) the Restructuring or the Restructuring Transactions, or (iii) the Chapter 11 Cases, arising from the beginning of time through the Effective Date. The Release Provisions shall be binding on the Debtors’ estates. For the avoidance of doubt, the release of the NRG Parties shall not include any claims or causes of action (i) arising under the Settlement Agreement and associated documents, including the Cooperation Agreement, the Pension Indemnity Agreement, the amended Services Agreement from and after the Effective Date, and the Transition Services Agreement, (ii) based on acts or omissions from and after the Effective Date, (iii) the Tax Matters Agreement, or (iv) ordinary course intercompany claims for amounts due to GenOn or NRG, including for sales of power and generation capacity. REMA / GenMA Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans Restructuring Support Agreement, NRG shall represent that: (a) it has not received any transfers, payments or dividends, whether directly or indirectly, from or on account of any Lender shall not GenMA or its subsidiaries at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Datefrom or after January 1, Borrowers may borrow2014, repay and reborrow under this Section 2.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made other than amounts paid pursuant to the U.S. Borrowers at any time shall not exceed Services Agreement or for other services provided by NRG or its affiliates in the U.S. Availability at such time ordinary course; and (zb) it (i) has complied, and has caused its direct and indirect subsidiaries to comply, in all material respects with the amount of documents governing the GenMA leveraged lease transactions, including the Participation Agreements, Facility Lease Agreements, and Trust Indenture Agreements, each as defined in the Leveraged Lease Disputes, together with any Revolving Credit Advances to be made other documents related to the Canadian Borrowers at any time shall not exceed Leveraged Lease Disputes, and (ii) has calculated accurately and has complied with the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative fixed charge coverage ratios and other financial metrics governing restricted payments under the documents referred to one of the representatives of Agent identified in Schedule (2.1i) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advanceabove, in the case of a Base Rate Loanboth (i) and (ii) from and after December 14, 2012; provided, that the foregoing representations and warranties shall not apply to the Payment Agreement Dispute. On the Effective Date, either: (i) GenMA and REMA shall have provided releases to the NRG Parties, consistent with the Release Provisions, in form and substance reasonably satisfactory to NRG; or (2ii) 12 noon (New YorkReorganized GenOn shall indemnify the NRG Parties for any claims or causes of action that are the subject of the Release Provisions ever asserted against any of the NRG Parties by REMA, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit AdvanceGenMA or any of their respective creditors, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, solely with respect to LIBOR Loans denominated in Dollarsclaims of the nature released by the GenOn estates described under “Releases” above. Noteholder Litigation On the Agreement Effective Date, the Consenting Noteholders, GenOn, and BA Ratethe NRG Parties shall promptly cause the Noteholder Litigation to be stayed or otherwise held in abeyance until the date on which the Restructuring Support Agreement is terminated. Within 14 days following the occurrence of the Effective Date, the Consenting Noteholders, GenOn, and the NRG Parties shall cause the Noteholder Litigation to be dismissed with prejudice, with each party to bear its own costs. Subject to the terms of the Restructuring Support Agreement, the Consenting Noteholders shall take all steps reasonably necessary to direct the GAG Notes Trustee and the GenOn Notes Trustee, as applicable, to comply with and consent to the terms hereof and of each of the other Restructuring Documents, consistent with the Restructuring Support Agreement. Such stay shall be subject to a tolling agreement which shall suspend all deadlines and statutes of limitation with respect to LIBOR Loans denominated all claims that have been or could be asserted against the NRG Parties or GenOn, and such tolling shall be effective during the period that the Restructuring Support Agreement is effective. Consent to Jurisdiction NRG shall consent to the jurisdiction of the Bankruptcy Court (both prior to and following the Effective Date) with respect to any disputes relating to the Settlement Agreement, the Services Agreement, the Transition Services Agreement, and any other matters pertaining to the separation of the Debtors from NRG. * * * * * EXHIBIT 3 BACKSTOP FINANCING TERM SHEET THIS TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES, A SOLICITATION OF OFFERS TO PURCHASE SECURITIES, OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. Term Sheet(6) Issuer: GenOn Energy, Inc., as reorganized pursuant to the Plan, as defined in Canadian Dollars, Borrower Representative must comply with Section 2.5(ethe Restructuring Support Agreement (the “Issuer”). All Revolving Credit Advances (x) made to a U.S. Borrower shall Trustee: To be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advancedetermined.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(aSECTION 1.1(A); provided, that (x) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Borrowing Availability at such time, (y) the amount of any Revolving Credit Advances to . Borrowing Availability may be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timereduced by Reserves imposed by Agent in its reasonable credit judgment. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule (2.1) SCHEDULE 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon 1:00 p.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 1:00 p.m. (New York, New York time) on the date which is three (3) two Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(iEXHIBIT 1.1(A)(I), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(eSECTION 1.5(E). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (xA) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Borrowing Availability at such time and (B) the Borrower shall not request, and shall not borrow, a Revolving Credit Advance to fund all or any portion of a Permitted Acquisition or a Permitted Intellectual Property Acquisition (1) if the amount of such Revolving Credit Advance would exceed Revolving Acquisition Loan Availability at such time, (y2) unless, in the case of a Permitted Acquisition, the Acquisition Loan Funding Termination Date has occurred or the then outstanding principal balance of Acquisition Loans equals the Maximum Acquisition Loan Amount at such time, or (3) to the extent that the aggregate amount of any the then outstanding Revolving Credit Advances used to fund such transactions has exceeded, or would exceed after giving effect to all such requested Revolving Credit Advances, $10,000,000. Borrowing Availability may be made further reduced by Reserves imposed by Agent in its reasonable credit judgment for reasons relating to any Credit Party, any Credit Party's business or industry and/or the U.S. Borrowers at any time shall not exceed Agent's ability to collect or realize the U.S. Availability at such time and (z) the amount full value of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timeCollateral. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon 11:00 a.m. (New York, New York Chicago time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 11:00 a.m. (New York, New York Chicago time) on the date which is three (3) 3 Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative it must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount less the sum of 100% of the Letter of Credit Obligations, 100% of the Eligible Trade L/C Obligations and 100% of the Swing Line Loan outstanding and (B) the Borrowing Base, less the sum of 100% of the Letter of Credit Obligations, 100% of the Eligible Trade L/C Obligations and 100% of the Swing Line Loan outstanding at such time (such amount, “Borrowing Availability”). Furthermore, the Pro Rata Share of the Revolving Loan of any Lender shall not at any time exceed its separate Revolving Loan Commitment. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one the representative of the representatives of Agent identified in on Schedule (2.1) 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon Noon (New York, New York Chicago time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 10:00 a.m. (New York, New York Chicago time) on the date which is three two (32) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and must specify the requested date, the amount and type of the requested Revolving Credit Advance, and such other information as may be required by Agent and must be given in writing (by telecopy or overnight courier) or by telephone confirmed immediately in writing. Revolving Credit Advances in the form of Index Rate Loans must be in a minimum amount of $100,000 and multiples of $10,000 in excess of such amount; minimum advances and integral multiples for LIBOR Loans are set forth in Section 1.5(e). In the case of a Revolving Credit Advance that is not to be funded by a Swing Line Advance, Agent shall include promptly notify each Lender of the information required Notice of Revolving Credit Advance. Notwithstanding the foregoing, any Revolving Credit Advance to Borrower which is to be used solely to repay the Swing Line Loan to Borrower may be in such Exhibitthe aggregate principal amount of the Swing Line Loan even if less than the foregoing minimums. If any Borrower desires to have the Revolving Credit Advances Loan bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative it must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Borrowing Availability at such time. Each Revolving Credit Advance The Borrowing Availability may be further reduced by Reserves imposed by the Inventory and Receivables Security Agent in its reasonable credit judgment. Borrower shall be made on notice by Borrower Representative to one of notify the representatives of the Administrative Agent and the Inventory and Receivables Security Agent identified in Schedule (2.1) 1.1 at the address specified thereintherein prior to each Revolving Credit Advance. Any Upon receipt of such notice the Inventory and Receivables Security Agent shall, to the extent such information has changed, promptly, and in any event on the same day such notice is received from the Borrower, provide the Administrative Agent with written notice of (i) the Borrowing Base then in effect and (ii) any reserves established by the Inventory and Receivables Security Agent with respect to the Borrowing Base or the Maximum Amount; in the event that the Inventory and Receivables Security Agent fails to deliver such notice to the Administrative Agent, the Administrative Agent shall be entitled to rely on the then most recent Borrowing Base and reserve information communicated to it in writing by the Inventory and Receivables Security Agent. Borrower must be given give any such notice no later than 11:00 a.m. (1) 12 noon (New York, New York time) on the date which is (i) one (1) Business Day prior to the date of the proposed Revolving Credit Advance, in the case of an Index Rate Loan or (ii) three (3) Business Days prior to the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each Borrower must give each such notice (a “"Notice of Revolving Credit Advance”") may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and which shall include the information required in such ExhibitExhibit and be accompanied by such other information as the Administrative Agent may require. Each Revolving Credit Advance shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof. If any Borrower desires to have that the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (ia) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers Borrower from time to time until the Commitment Termination Maturity Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of an "ADVANCE") upon the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several terms and not jointconditions set forth herein. Until the Commitment Termination Maturity Date, Borrowers Borrower may borrow, repay and reborrow under this Section 2.1(a2.1(1)(a); provided, provided that (xi) Advances shall be in minimum amounts of $100,000 and integral multiples of $100,000 in excess of such amount, (ii) Lender shall not be obligated to make more than forty (40) Advances during any Loan Year, (iii) Borrower shall not be entitled to have more than twelve (12) Advances unpaid and outstanding at any time, and (iv) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Borrowing Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon 11:00 a.m. (New York, New York time) on the date of one (1) Business Day prior to the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon 11:00 a.m. (New York, New York time) on the date which is three five (35) Business Days’ Days prior to the proposed Revolving Credit Advance, Advance in the case of an Advance for which a LIBOR LoanLender Cash Test is required. Each such notice (a “Notice of Revolving Credit Advance”"NOTICE OF ADVANCE") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i)C, and shall include the information required in such ExhibitExhibit and such other information as may be reasonably required by Lender. If With respect to any Advance for which a Lender Cash Test is required, Borrower desires may elect in the Notice of Advance or by a subsequent notice to have Lender to defer such Advance for a period not exceeding thirty (30) days from the Revolving Credit Advances bear interest by reference to a LIBOR Ratedate initially specified in Borrower's Notice of Advance, in which event no new Lender Cash Test shall be required with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. such Advance but Borrower shall be denominated in Dollars again submit a Notice of Advance at least one (1) Business Day prior to the date of the requested Advance; and (y) made to a Canadian Borrower provided further, however, that the Advance shall be denominated in Dollars or Canadian Dollars subject to any monthly Lender Cash Test that may be performed during any period that such Advance is deferred but shall be deemed prior to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of date such Revolving Credit AdvanceAdvance is actually made.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, (a) each Lender severally agrees to make available to Borrowers available, from time to time until the Commitment Termination Date Date, its Pro Rata Share of advances (each, a “Dollar Revolving Credit Advance”) in Dollars to Domestic Borrowers and (b) except as otherwise provided in the last two sentences of this paragraph, each of the Foreign Currency Lenders and the Fronting Lender agrees to make available, from time to time until the Commitment Termination Date, its Pro Rata Share (or, in the case of the Fronting Lender, the Fronted Percentage) of advances (each a “Foreign Currency Revolving Credit Advance”) in Foreign Currencies to the Foreign Borrowers. Each Non-Foreign Currency Lender shall purchase an undivided participation interest in each such Foreign Currency Revolving Credit Advance made by the Fronting Lender in accordance with Section 9.9(e)(i). The Fronting Lender shall not be required to, and shall not, fund its share of any Foreign Currency Revolving Credit Advance at any time that any condition precedent set forth in Section 2.2 is not satisfied if the Fronting Lender shall have received at least one Business Day’s prior written notice from Non-Foreign Currency Lenders having Commitments equal to or greater than 66 2/3% of the Fronted Percentage instructing it not to fund its share of a Foreign Currency Revolving Credit Advance. The Pro Rata Share of the Loans aggregate Revolving Loan of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder to make Loans or purchase participation interests therein under this Agreement shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (xi) the amount of any Revolving Credit Advances Advance to be made at any time to a Domestic Borrower shall not exceed Domestic Borrowing Availability at such time, time and (yii) the Dollar Equivalent of the amount of any Revolving Credit Advances Advance to be made to the U.S. Borrowers at any time to a Foreign Borrower shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Foreign Borrowing Availability at such time. The Dollar Equivalent of each outstanding Revolving Credit Advance, Swing Line Advance and Letter of Credit Obligation shall be recalculated hereunder on each date on which it shall be necessary to determine the Revolving Loan Outstandings, as determined by Agent in its sole discretion; provided, that Agent shall recalculate the Dollar Equivalent of the Revolving Loan Outstandings at least one time each calendar month and otherwise in accordance with Section 1.18. Domestic Borrowing Availability or Foreign Borrowing Availability, or both, may be reduced by Reserves imposed by Agent in its sole reasonable credit judgment. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1x) 12 noon 11:00 a.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, Loan in Dollars or (2y) 12 noon 11:00 a.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the any Revolving Credit Advances bear interest by reference to Advance be made as a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian DollarsLoan, Borrower Representative must comply with Section 2.5(e1.5(e). All A Revolving Credit Advances Advance may not be drawn in a Foreign Currency if Agent determines at any time prior to 12:00 p.m. (xNew York time) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in on the case date of Canadian Dollar such proposed Revolving Credit Advances) Advance that by reason of any change in the Dollar Equivalent of currency availability, unusual instability in currency exchange rates or exchange controls it is, or will be, impracticable for such Revolving Credit AdvanceAdvance to be made in such Foreign Currency. In such event, the proposed Revolving Credit Advance shall be made in Dollars.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount less the sum of 100% of the Letter of Credit Obligations, 100% of the Eligible Trade L/C Obligations and 100% of the Swing Line Loan outstanding and (B) the Borrowing Base, less the sum of 100% of the Letter of Credit Obligations, 100% of the Eligible Trade L/C Obligations and 100% of the Swing Line Loan outstanding at such time (such amount, subject to the limitations described in Section 1.1(a)(iv) hereof, "Borrowing Availability"). Furthermore, the Pro Rata Share of the Revolving Loan of any Lender shall not at any time exceed its separate Revolving Loan Commitment. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one the representative of the representatives of Agent identified in on Schedule (2.1) 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon Noon (New York, New York Chicago time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 10:00 a.m. (New York, New York Chicago time) on the date which is three two (32) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include must specify the requested date, the amount and type of the requested Revolving Credit Advance, and such other information as may be required by Agent and must be given in such Exhibitwriting (by telecopy or overnight courier) or by telephone confirmed immediately in writing. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to in the form of Index Rate Loans must be in a LIBOR Rate, with respect to minimum amount of $100,000 and multiples of $10,000 in excess of such amount; minimum advances and integral multiples for LIBOR Loans denominated are set forth in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in In the case of Canadian Dollar a Revolving Credit Advances) in Advance that is not to be funded by a Swing Line Advance, Agent shall promptly notify each Lender of the Dollar Equivalent Notice of such Revolving Credit Advance.Credit

Revolving Credit Facility. (i) (A) Subject to the terms and conditions hereof, each Tranche A Revolving Lender severally agrees to make available to Borrowers Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Tranche A Revolving Credit Advance”"). The Pro Rata Share of the Loans aggregate Tranche A Revolving Credit Advances and the aggregate Letter of Credit Obligations of any Tranche A Revolving Lender shall not at any time exceed its separate Tranche A Revolving Loan Commitment. The obligations of each Tranche A Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a)(i)(A); provided, that (x) the amount of any Tranche A Revolving Credit Advances Advance to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Revolver Borrowing Availability at such time. The Revolver Borrowing Availability may be further reduced by Reserves imposed by Agent in its reasonable credit judgment. Each Tranche A Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 12:00 noon (New York, New York time) on the date Business Day of the proposed Tranche A Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 12:00 noon (New York, New York time) on the date which is three (3) 3 Business Days’ Days prior to the proposed Tranche A Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Tranche A Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the Tranche A Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative it must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Cdn. Revolving Lender severally agrees to make available to Borrowers Cdn. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances Canadian Dollar or US Dollar advances, as selected by Cdn. Borrower (each, a “Cdn. Revolving Credit Advance”), under the Cdn. Revolving Loan Commitment (the “Cdn. Revolving Credit Facility”). The Pro Rata Share of the Loans Cdn. Revolving Loan of any Cdn. Revolving Lender shall not at any time exceed its separate Cdn. Revolving Loan Commitment. The obligations of each Cdn. Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Cdn. Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount Equivalent Amount of any Cdn. Revolving Credit Advances Advance to be made at any time shall not exceed Availability at such time, the lesser of (yi) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Aggregate Borrowing Availability at such time and (zii) the amount sum of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian (x) Cdn. Borrowing Availability at such timeand (y) US$25,000,000. Each Cdn. Revolving Credit Advance shall be made on notice by the Cdn. Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified thereinAgent. Any such notice must be given no later than (1) 12 noon 11:00 a.m. (New York, New York time) on the date Business Day of the proposed Cdn. Revolving Credit Advance, in the case of a Canadian Prime Rate Loan or Canadian Base Rate Loan, or (2) 12 noon 11:00 a.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a BA Rate Loan or Canadian LIBOR Loan. Each such notice (a “Cdn. Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courierother electronic means reasonably acceptable to Agent) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such Exhibit. If any the Cdn. Borrower desires to have the a Revolving Credit Advances Advance bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and the BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative it must comply with Section 2.5(e)1.5(e)(ii) and if the Cdn. All Borrower desires to have a Revolving Credit Advances (x) made Advance bear interest by reference to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit AdvanceLIBOR Rate, it must comply with Section 1.5(e)(iii).

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”), which Revolving Credit Advances shall be either based on A/R Borrowing Availability (such Revolving Credit Advances, each an “A/R Revolving Credit Advance”) or based on Inventory Borrowing Availability (such Revolving Credit Advances, each an “Inventory Revolving Credit Advance”). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, provided that (xi) the amount of any A/R Revolving Credit Advances Advance to be made at any time shall not exceed A/R Borrowing Availability at such time, (yii) the amount of any Inventory Revolving Credit Advance to be made at any time shall not exceed Inventory Borrowing Availability at such time, (iii) the amount of any Revolving Credit Advances Advance to be made to the U.S. Borrowers at any time shall not exceed the U.S. Borrowing Availability at such time and (ziv) the amount of any no Inventory Revolving Credit Advances to shall be made prior to the Canadian Borrowers at any time shall not exceed the Canadian Inventory Activation Date. Borrowing Availability at such time(including A/R Borrowing Availability and Inventory Borrowing Availability) may be reduced by Reserves imposed by Agent in its reasonable credit judgment. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the Borrowers, jointly and severally, individually and collectively, to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon 2:00 p.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 2:00 p.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “”Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), shall separately identify the amount of each requested A/R Revolving Credit Advance and Inventory Revolving Credit Advance, and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (ia) Subject to Upon the terms and subject to the conditions hereofof this Agreement, each Lender severally the Bank agrees to make available lend to Borrowers the Borrower such sums that the Borrower may request, from time to time the date hereof until but not including the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share Maturity Date; provided that the sum of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the outstanding principal amount of any all Revolving Credit Advances Loans (after giving effect to be made at any time shall not exceed Availability at such time, (yall amounts requested) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such Revolving Credit Commitment. Revolving Credit Loans shall be in the minimum aggregate amount of $25,000 or an integral multiple thereof. The Borrower shall notify the Bank in writing or telephonically (i) not later than 2:00 p.m. Hartford time on the proposed Drawdown Date of any Base Rate Loan and (zii) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later less than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Eurodollar Business Days’ Days prior to the proposed Revolving Credit Advance, in the case Drawdown Date of a LIBOR any Eurodollar Rate Loan. Each such notice shall specify (a “Notice i) the principal amount of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear Loan requested, (ii) the proposed Drawdown Date of such Revolving Credit Loan, (iii) the Interest Period for such Revolving Credit Loan and (iv) the Type of such Revolving Credit Loan. Each request for a Revolving Credit Loan bearing interest by reference to a LIBOR Rate, with respect the Eurodollar Rate shall be irrevocable and binding on the Borrower and shall obligate the Borrower to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All accept the Revolving Credit Advances (x) made Loan requested from the Bank on the proposed Drawdown Date. Subject to a U.S. the foregoing, so long as the Revolving Credit Commitment is then in effect and the conditions set forth in ss.9 hereof have been met, the Bank shall advance the amount requested to the Borrower's bank account at the Bank in immediately available funds not later than the close of business on such Drawdown Date. The obligation of the Borrower to repay to the Bank the principal of the Revolving Credit Loans and interest accrued thereon shall be denominated in Dollars evidenced by a fourth amended and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (restated promissory note in the case aggregate principal amount of Canadian Dollar $10,000,000 executed and delivered by the Borrower and payable to the order of the Bank, in form and substance satisfactory to the Bank (the "Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit AdvanceNote").

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, provided that (x) the amount aggregate outstanding principal balance of any the Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any one time shall not exceed the U.S. Availability aggregate Revolving Loan Commitments of the Lenders less the aggregate amount at such time of all Letter of Credit Obligations then outstanding. Until the Commitment Termination Date, Borrower may from time to time borrow, repay and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timereborrow under this Section 1.1(a). Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any and such notice must be given no later than (1) 12 noon 11:30 a.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 11:30 a.m. (New York, New York time) on the date which is three (3) 3 Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), shall reflect a request for a Revolving Credit Advance in an aggregate minimum principal amount of not less than $1,000,000 or any multiple of $100,000 in excess thereof, and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative it must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”"REVOLVING CREDIT ADVANCE"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay (without notice) and reborrow under this Section 2.1(aSECTION 1.1(a); providedPROVIDED, that (x) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Borrowing Availability at such time, (y) the amount of any Revolving Credit Advances to . Borrowing Availability may be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timefurther reduced by Reserves imposed by Agent in accordance with this Agreement. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) SCHEDULE 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon 11:00 a.m. (New York, New York Chicago time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 11:00 a.m. (New York, New York Chicago time) on the date which is three (3) 3 Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”"NOTICE OF REVOLVING CREDIT ADVANCE") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(iEXHIBIT 1.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative it must comply with Section 2.5(eSECTION 1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”"REVOLVING CREDIT ADVANCE"). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount LESS the sum of 100% of the Letter of Credit Obligations, 100% of the Eligible Trade L/C Obligations and the Swing Line Loan outstanding and (B) the Borrowing Base, LESS the sum of 100% of the Letter of Credit Obligations, 35% of the Eligible Trade L/C Obligations for the period of September 1 to October 31 of each year, 40% of the Eligible Trade L/C Obligations at all other times and 100% of the Swing Line Loan outstanding at such time ("BORROWING Availability"). Furthermore, the Pro Rata Share of the Revolving Loan of any Lender shall not at any time exceed its separate Revolving Loan Commitment. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(aSECTION 1.1(A); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one the representative of the representatives of Agent identified in Schedule (2.1) on SCHEDULE 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon 11:00 a.m. (New York, New York Chicago time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 10:00 a.m. (New York, New York Chicago time) on the date which is three two (32) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"NOTICE OF REVOLVING CREDIT ADVANCE") must be substantially in the form of EXHIBIT 1.1(A)(I), and must specify the requested date, the amount and type of the requested Revolving Credit Advance, and such other information as may be required by Agent and must be given in writing (by telecopy or overnight courier) or by telephone confirmed immediately in writing. Revolving Credit Advances in the form of Index Rate Loans must be in a minimum amount of $25,000 and multiples of $10,000 in excess of such amount; minimum advances and integral multiples for LIBOR Loans are set forth in SECTION 1.5(E). In the case of a Revolving Credit Advance that is not to be funded by a Swing Line Advance, Agent shall promptly notify each Lender of the Notice of Revolving Credit Advance”) . Notwithstanding the foregoing, any Revolving Credit Advance to Borrower which is to be used solely to repay the Swing Line Loan to Borrower may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form aggregate principal amount of Exhibit 2.1(a)(i), and shall include the information required in such ExhibitSwing Line Loan even if less than the foregoing minimums. If any Borrower desires to have the Revolving Credit Advances Loan bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative it must comply with Section 2.5(eSECTION 1.5(E). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time to the Borrower until the Commitment Termination Date its Pro Rata Share of revolving credit advances (each, a “Revolving Credit Advance”"REVOLVING CREDIT ADVANCE"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Revolving Borrowing Base, in each case less (x) the amount of the Letter of Credit Obligations outstanding at such time and (y) the amount of any Reserves which may have been established at such time by the Agent in its reasonable credit judgment ("BORROWING AVAILABILITY"). Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(aSECTION 1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives representative of Agent identified in Schedule on DISCLOSURE SCHEDULE (2.11.1) at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon 11:00 a.m. (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon 11:00 a.m. (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”"NOTICE OF REVOLVING CREDIT ADVANCE") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(iEXHIBIT 1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires In connection with Borrower's desire to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(eSECTION 1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender of (A) the Aggregate Revolving Credit Exposure shall not at any time exceed its separate CommitmentCommitment at such time and (B) the Canadian Loans shall not at any time exceed its separate Canadian Commitment at such time. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the amount of any Aggregate Revolving Credit Advances to be made Exposure at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers Loans at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers Loans at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) 2.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR LIBORTerm SOFR Loan or a BA Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR RateRateTerm SOFR, with respect to LIBOR LIBORTerm SOFR Loans denominated in Dollars, and BA Rate, with respect to LIBOR LIBORBA Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the Maximum Amount less the amount of the Swing Line Loan and Letter of Credits outstanding at such time ("Borrowing Availability"). Borrower shall make payments of principal from time to time under the Revolving Loan so that the aggregate amount of Revolving Advances does not at any time exceed the then Borrowing Availability. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a2.1 (a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made either pursuant (a) to the Administrative Agent's Cash Management System (Prime Rate Loans only) or (b) on notice by the Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at Administrative Agent. Notices by the address specified therein. Any such notice Borrower must be given no later than (1) 12 noon 12:00 p.m. (New YorkManchester, New York Hampshire time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base Prime Rate Loan, or (2) 12 noon 11:00 a.m. (New YorkManchester, New York Hampshire time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of attached hereto as Exhibit 2.1(a)(i), ) and shall include such information as may be required by Administrative Agent and Borrower's certification as to Borrower's and Guarantor's compliance as of the information required in such Exhibitdate thereof with all of the representations, covenants, and conditions of this Agreement. If any the Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, the Borrower Representative must comply with Section 2.5(e2.4(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, provided that (x) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Borrowing Availability at such time, (y) the amount of any . Revolving Credit Advances shall be deemed to be made to the U.S. Borrowers at any time advanced and Letter of Credit Obligations shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances be deemed to be made to incurred, first, against the Canadian Borrowers at any time shall not exceed ABL Borrowing Base and, second, against the Canadian Cash Flow Borrowing Base. Borrowing Availability at such timemay be reduced by Reserves imposed by Agent in its reasonable credit judgment. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of Borrowers to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 12:00 noon (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 12:00 noon (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be reasonably required by Agent. If any Borrower desires Borrowers desire to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (ia) Subject to the terms and conditions hereofset forth herein, each Lender hereby severally and not jointly agrees to make available revolving loans (each individually, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrowers from time to time until during the Commitment Termination period from the Closing Date its Pro Rata Share of advances (each, a “to the Revolving Credit Advance”). The Termination Date, in an aggregate amount (in the case of a Multicurrency Loan, converted to the Dollar Equivalent thereof) not to exceed at any time outstanding such Lender's Revolving Credit Commitment at such time; provided, that (i) the aggregate amount of the Revolving Loans made to the Borrowers by each Lender on a Funding Date shall not exceed the Dollar amount of such Lender's Revolving Credit Pro Rata Share of the Revolving Credit Availability on such Funding Date, and (ii) the aggregate outstanding amount of Revolving Loans of made to any Lender Foreign Borrower shall not exceed at any time exceed its separate Commitmentsuch Foreign Borrower's Revolving Credit Sublimit in effect at such time. The obligations of each Lender All Revolving Loans comprising the same Borrowing hereunder shall be several made by such Lenders simultaneously and not jointproportionately to their respective Revolving Credit Commitments. Until Subject to the Commitment Termination Dateprovisions hereof (including, without limitation, Section 5.02), any of the Borrowers may borrowrepay any outstanding Revolving Loan on any day that is a Business Day and any amounts so repaid may be reborrowed, repay and reborrow up to the amount available under this Section 2.1(a)2.01(a) at the time of such Borrowing, until the Revolving Credit Termination Date. Borrowings of Revolving Loans that are not Multicurrency Loans shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $1,000,000 in excess of that amount. Borrowings of Multicurrency Loans shall be denominated in a single Optional Currency in an aggregate minimum amount equal to an integral multiple of 100,000 units in such Optional Currency and (converted to the Dollar Equivalent thereof) equal to or greater than $2,000,000; provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of any Borrowing of Multicurrency Loans the proceeds of which shall be used to repay a Base Rate Loanthen maturing Borrowing denominated in the same Optional Currency, or (2) 12 noon (New Yorksuch new Borrowing may, New York time) on the date which is three (3) Business Days’ prior subject to the proposed Revolving Credit Advanceterms and conditions otherwise set forth herein, be in an aggregate principal amount equal to the case aggregate principal amount of a LIBOR Loansuch maturing Borrowing. Each such notice (a “Notice For the purposes of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(idetermining compliance with this Section 2.01(a), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of a Multicurrency Loan in an Optional Currency shall be determined by the Administrative Agent upon receipt from any Borrower of the Notice of Borrowing requesting such Multicurrency Loan, and such Dollar Equivalent shall be recalculated on each date that it shall be necessary to determine the unused portion of each Lender's Revolving Credit AdvanceCommitment or any or all of the Loans outstanding on such date.

Revolving Credit Facility. (i) Subject The Borrower may, upon notice to the terms and conditions hereofAdministrative Agent, each Lender severally agrees to make available to Borrowers at any time or from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “voluntarily prepay Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a)in whole or in part without premium or penalty; provided, provided that (xA) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no received by the Administrative Agent not later than 11:00 a.m. (1) 12 noon three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (New York, New York time2) on the date of the proposed Revolving Credit Advanceprepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loanentire principal amount thereof then outstanding. Each such notice (a “Notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Advance”Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit AdvanceLoans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Revolving Credit Facility. (ia) Subject to the terms and ------------------------- conditions hereofset forth herein, each Lender with a Revolving Credit Commitment ("Revolving Credit Lender") hereby severally and not jointly agrees to make available ------------------------- revolving loans, in Dollars (each individually, a "Revolving Loan" and, -------------- collectively, the "Revolving Loans") to the Borrowers from time to time until during --------------- the Commitment Termination period from the Merger Funding Date its Pro Rata Share of advances (each, a “to the Business Day next preceding the Revolving Credit Advance”). The Termination Date, in an amount not to exceed at any time such Lender's Pro Rata Share of the Loans Revolving Credit Commitments at such time; provided, however, (i) at no time shall the aggregate principal amount of any Lender shall not all -------- ------- Revolving Credit Obligations outstanding at any time exceed its separate Commitment. The obligations the Maximum Amount of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability Obligations at such time and (zii) at no time shall the aggregate principal amount of any all Revolving Credit Advances to be made Obligations outstanding any time owing by any Borrower after the Merger Funding Date exceed such Borrower's Revolving Credit Sublimit (to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(eextent applicable). All Revolving Credit Advances (x) made to a U.S. Borrower Loans comprising the same Borrowing hereunder shall be denominated made by such Lenders simultaneously and proportionately to their then respective Revolving Credit Commitments. Subject to the provisions hereof (including, without limitation, Section 5.02), the Borrowers, as the case may be, may repay any outstanding ------------ Revolving Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.02(a) at the time --------------- of such Borrowing, until the Business Day next preceding the Revolving Credit Termination Date. On the Merger Funding Date (i) the Revolving Loans outstanding on such date shall be repaid in Dollars full from proceeds of Term Loans and/or new Revolving Loans made on such date, (ii) the Revolving Credit Commitments shall be reduced from an aggregate amount of $160,000,000 to an aggregate amount of $150,000,000, (iii) the Revolving Credit Commitment of each Revolving Credit Lender party to the Original Credit Agreement shall be adjusted from such Lender's Pro Rata Share (as defined in the Original Credit Agreement) of $160,000,000 to the amount set forth opposite such Lender's name under the heading "Revolving Credit Commitment" on Schedule 1.01.1, and (yiv) made each --------------- Revolving Credit Lender becoming a party to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but this Agreement on the Merger Funding Date shall be deemed to have been made (in assumed from the case of Canadian Dollar Revolving Credit Advances) in Lenders party to the Dollar Equivalent of such Original Credit Agreement a Revolving Credit Advance.Commitment equal to the amount set forth opposite such Lender's name under the heading "Revolving Credit Commitment" on Schedule 1.01.1. ---------------

Revolving Credit Facility. (ia) Subject to the terms and conditions hereof, each Lender severally Edison agrees to make Revolving Credit Advances available to Borrowers from time to time from and after the Closing Date until the Commitment Termination Date its Pro Rata Share Liquidation Date, provided that if in the determination of advances (eachEdison or the Operating Agent the aggregate amount of Revolving Credit Advances, a “after giving effect to any new Revolving Credit Advance”), would exceed the maximum amount of credit extendable by Edison under its policies as administered by the Operating Agent concerning maximum borrower concentrations, then, subject to the terms and conditions hereof, GE Capital agrees to make all or such portion of such Revolving Credit Advance as may be necessary to avoid exceeding such maximum amount. The Pro Rata Share aggregate amount of the Loans of any Lender Revolving Credit Advances outstanding shall not exceed at any time exceed its separate Commitment. The obligations the least of each Lender hereunder shall be several (i) the Maximum Facility Amount, (ii) the Cap Amount and not joint(iii) an amount equal to (x) the Borrowing Base multiplied by the Maximum Advance Rate minus (y) the sum of the Credit Facility Outstandings plus the Interest Discount Amount plus the Custodial Overadvance Amount (such least amount, the "Borrowing Availability"). Until the Commitment Termination Liquidation Date, Borrowers the Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a2.01(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by the Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at Lenders and the address specified therein. Any such Lender Agent, which notice must is to be given received no later than 4:00 p.m. (1) 12 noon (New York, New York time) on the date Business Day immediately preceding the Business Day of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i2.01(a), and shall include the information required in such Exhibit. If any Borrower desires Exhibit and shall be accompanied by a completed Borrowing Base Certificate as of the date of delivery, after giving effect to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in DollarsAdvance requested thereby. Following receipt of any Notice of Revolving Credit Advance, and BA Ratesubject to the satisfaction of the conditions set forth in Section 3.02, with respect Edison or GE Capital, as determined pursuant to LIBOR Loans denominated this Section, shall make available to or on behalf of the Borrower on the Borrowing Date specified therein the lesser of the amount specified in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All such Notice of Revolving Credit Advances (x) made Advance and the Borrowing Availability by depositing such amount in same day funds to a U.S. such Deposit Account as the Borrower shall be denominated have identified in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case such Notice of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (ia) Subject to Upon the terms and subject to the conditions hereofof this Loan Agreement, each Lender severally the Bank agrees to make available Loans to Borrowers the Borrower that the Borrower may request from time to time the date hereof until but not including the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share Maturity Date; provided that the sum of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the outstanding principal amount of any Revolving Credit Advances all Loans (after giving effect to be made at any time shall not exceed Availability at such time, (yall amounts requested) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) Commitment. Loans shall be in the minimum aggregate amount of $50,000 or an integral multiple thereof. With respect to any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, the Borrower shall notify the Bank in writing or (2) 12 noon (New York, New York time) telephonically not later than 2:00 p.m. Hartford time on the date proposed Drawdown Date of such Base Rate Loan being requested, of the Drawdown Date (which is must be a Business Day) and the principal amount of such Base Rate Loan. With respect to any Eurodollar Rate Loan, the Borrower shall notify the Bank in writing, no less than three (3) Eurodollar Business Days’ Days prior to the proposed Revolving Credit AdvanceDrawdown Date of such Eurodollar Rate Loan being requested, of the Drawdown Date (which must be a Eurodollar Business Day), the principal amount of such Eurodollar Rate Loan and the Interest Period for such Eurodollar Rate Loan. Subject to the foregoing, so long as the Commitment is then in effect and the conditions set forth in Section 12 hereof have been met, the Bank shall advance the amount requested to the Borrower's bank account at the Bank in immediately available funds not later than the close of business on such Drawdown Date. The obligation of the Borrower to repay to the Bank the principal of the Loans and interest accrued thereon shall be evidenced by a promissory note, in the case original principal amount of a LIBOR Loan. Each such notice (a “Notice $15,000,000, executed and delivered by the Borrower and payable to the order of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed the Bank, and in writing (by fax, electronic mail or overnight courier) substantially in the form of attached hereto as Exhibit 2.1(a)(iA (the "NOTE"), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment. The obligations of each Revolving Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Borrowing Base, in each case less the sum of the Letter of Credit Obligations and the Swing Line Loan outstanding at such time ("Borrowing Availability"). Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives representative of Agent identified in on Schedule (2.1) 1.1 at the address specified thereinthereon. Any such notice Those notices must be given no later than (1) 12 noon 11:00 a.m. (New York, New York Toronto time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base Canadian Index Rate Loan, or (2) 12 noon 11:00 a.m. (New York, New York Toronto time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR BA Loan. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative it must comply with Section 2.5(e1.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject Upon and subject to the terms and conditions hereof, each Lender Lender, severally and not jointly, agrees to make available or continue to Borrowers make available, from time to time time, until the Commitment Termination Date Date, for US Borrower's use and upon the request of US Borrower therefor, its Pro Rata Share of advances (each, a “"Revolving Credit Advance”") in an aggregate amount which shall not at any given time exceed the lesser at such time of (A) the Maximum Revolving Credit Loan and (B) an amount equal to the Borrowing Base of US Borrower, less, in each case, the amount of the Letter of Credit Obligations ("Borrowing Availability"). The ; provided that in no event shall the Revolving Credit Loan of any Lender exceed its Revolving Credit Loan Commitment less its Pro Rata Share of the Loans Letter of any Lender shall not Credit Obligations at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not jointsuch time. Until all amounts outstanding in respect of the Revolving Credit Loan shall become due and payable on the Commitment Termination Date, Borrowers US Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by delivery of a Borrowing Notice by US Borrower Representative to one of the representatives of individual at the Administrative Agent identified in on Schedule (2.11.1(a) at the address specified therein. Any such notice must be thereon, given no later than (1x) 12 noon 12:00 (New York, noon) (New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2y) 12 noon 12:00 (New York, noon) (New York time) on the date day which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, Advance in the case of a LIBOR Loan. Each such notice (a “Notice ; provided that unless US Borrower shall also have complied with the requirements of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(iSection 1.5(e), and shall include the information required in all such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, hereof each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Revolving Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a1.1(a)(i); provided, provided that (x) the amount of any Revolving Credit Advances Advance to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves imposed by Agent in its reasonable credit judgmentPermitted Discretion. Moreover, (y) the amount of Revolving Loans outstanding to any Revolving Credit Advances to be made to the U.S. Borrowers Borrower shall not exceed at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such timethat Borrower’s separate Borrowing Base. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date Business Day of the proposed Revolving Credit Advance, in the case of a Base an Index Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice must be given in writing (by telecopy or , overnight courier or Electronic Transmission) substantially in the form of Exhibit 1.1(a)(i) or, in the event that that the aggregate daily Aggregate Borrowing Availability (after giving effect to such requested Advance) for any day is $50,000,000 or less, then Borrowers shall submit a notice substantially in the form of Exhibit 1.1(a)(i)(A) (as applicable, a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be reasonably required by Agent. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e1.5(d). All Notwithstanding the foregoing to the contrary, in the event that Borrower Representative shall send notice to Agent (or one of Agent’s representatives identified on Schedule 1.1) that it requests a Revolving Credit Advances Loan at any time that the aggregate daily Aggregate Borrowing Availability (after giving effect to such Advance) for any day is $20,000,000 or lessless than the greater of (x) made to a U.S. Borrower shall be denominated in Dollars $25,000,000 and (y) made 10% of the Maximum Amount then in effect, then Borrowers shall submit, together with such notice, evidence that Borrowers are in compliance with the Fixed Charge Coverage Ratio required under item 1(a) of Annex GFinancial Covenant, which evidence shall consist of the most recent monthly quarterly financial statements already delivered to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed Agent pursuant to have been made item (in a) of Annex E for the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advancetwelve month period then ended.

Revolving Credit Facility. (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “"Revolving Credit Advance”"). The Pro Rata Share of the Loans Revolving Loan of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. The aggregate amount of Revolving Credit Advances outstanding shall not exceed at any time the lesser of (A) the Maximum Amount and (B) the Borrowing Base ("Borrowing Availability"). Borrowing Availability may be further reduced by Reserves imposed by Agent in its reasonable credit judgment upon notice to Borrower. Until the Commitment Termination Date, Borrowers Borrower may from time to time borrow, repay and reborrow under this Section 2.1(a1.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) 1.1 at the address specified therein. Any such notice Those notices must be given no later than 11:00 a.m. (1) 12 noon (New York, New York Chicago time) on five (5) Business Days prior to the date Business Day of the proposed Revolving Credit AdvanceAdvance if such Revolving Credit Advance is being used to purchase Accounts, in the case of a Base Rate Loan, or and no later than 11:00 a.m. (2) 12 noon (New York, New York Chicago time) on the date which is three one (31) Business Days’ prior to Day of the proposed Revolving Credit Advance, in the case of a LIBOR LoanAdvance if such Revolving Credit Advance is not being used to purchase Accounts. Each such notice (a “"Notice of Revolving Credit Advance”") may must be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail telecopy or overnight courier) substantially in the form of Exhibit 2.1(a)(i1.1(a)(i), and shall include the information required in such ExhibitExhibit and such other information as may be required by Agent. If any Borrower desires to Capitalized terms used in this Agreement shall have the Revolving Credit Advances bear interest meanings ascribed to them in Annex A and, for purposes of this Agreement, the rules of construction set forth in Annex A shall govern. All Annexes, Disclosure Schedules, Exhibits and other attachments (collectively, "Appendices") hereto, or expressly identified to this Agreement, are incorporated herein by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollarsreference, and BA Ratetaken together with this Agreement, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to shall constitute but a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advancesingle agreement.