Common use of Revolving Loans Clause in Contracts

Revolving Loans. (i) Subject to the terms and conditions hereof, each Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.

Revolving Loans. (ia) Subject to On the terms and subject to the conditions hereofset forth in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender agreesLender, severally and not jointlyfor itself alone, agrees to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of revolving loans (such revolving loans collectively called “Revolving Loans” and individually called a “Revolving Loan”) to Borrower from time to time on and after the U.S. Closing Date and prior to the Credit Termination Date, so long as the aggregate amount of Revolving Loans outstanding at any time to Borrower does not exceed the lesser of: (i) the Maximum Revolving Facility at such time; and (ii) the Borrowing Base at such time minus any reserves established by Administrative Agent pursuant to Section 2.1(c) hereof, in each case, if at any time applicable, minus all Letter of Credit Obligations. Borrower shall have the right to repay and reborrow any of the Revolving Loans without premium or penalty (subject to Section 3.4 hereof); provided, however, that it shall be a condition precedent to any reborrowing that as of the date of any reborrowing (any such date herein called a “Reborrowing Date”) all of the conditions to borrowing set forth in Sections 5.1 and 5.3 of this Agreement shall be satisfied and all representations and warranties made herein shall be true and correct in all material respects as of such Reborrowing Date (unless such representation or warranty is made as of an earlier date, in which case it shall be true and correct in all material respects as of such earlier date). Lenders’ commitment hereunder to make Revolving Loans is hereinafter called the “Revolving Loan exceeds or would exceed Commitment”. The failure of any Lender to make a requested Revolving Loan on any date shall not relieve any other Lender of its obligation to make a Revolving Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make any Revolving Loan to be made by such other Lender’s Pro Rata Share of the U.S. Borrowing Base.

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the First Amendment Effective Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A. The amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate each Revolving Lender’s Revolving Loan Commitment, as of the First Amendment Effective Date, is set forth opposite its name on Schedule 2.1 annexed hereto, and the Revolving Loan Commitment Amount, as of the First Amendment Effective Date, is $175,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. U.S. Each Revolving Credit Advances Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(i) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. OveradvanceCommitment Amount then in effect.”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.

Revolving Loans. (i) Subject to the terms and conditions hereofset forth herein, each Revolving Lender agrees, severally and not jointly, agrees to make available Revolving Loans to U.S. any Borrower in Dollars pursuant to this Section 2.01(a) from time to time until during the Commitment Termination Date Revolving Availability Period in amounts such that its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time Outstandings shall not exceed U.S. Borrowing Availability. The U.S. (after giving effect to all Revolving Loan Loans repaid, all reimbursements of L/C Disbursements made, and all Refunded Swing Line Loans paid concurrently with the making of any Revolving Loans) its Revolving Commitment; provided that, immediately after giving effect to each such Revolving Loan, (i) the aggregate Revolving Outstandings shall be repaid in full on not exceed the Commitment Termination Date. If at any time the Revolving Committed Amount and (ii) with respect to each Revolving Lender individually, such Lender’s outstanding U.S. Revolving Loan Loans plus its (including other than the Swing Line Loan and, if applicable, the In-Season OveradvanceLender’s in its capacity as such) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the Participation Interests in outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders Loans plus its Participation Interests in outstanding L/C Obligations shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share Revolving Commitment Percentage of the U.S. Revolving Committed Amount. Each Revolving Borrowing Basecomprised of Eurodollar Loans shall be in an aggregate principal amount of $5,000,000 or any larger multiple of $100,000, and each Revolving Borrowing comprised of Base Rate Loans shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $100,000 (except that any such Borrowing may be in the aggregate amount of the unused Revolving Commitments and any L/C Borrowing may be in the aggregate amount of any outstanding Unreimbursed Amounts owed to one or more L/C Issuers as provided in Section 2.05(e)(iv)) and shall be made from the several Revolving Lenders ratably in proportion to their respective Revolving Commitments. Within the foregoing limits, each Borrower may borrow under this Section 2.01(a), repay, or, to the extent permitted by Section 2.09, prepay, Revolving Loans and reborrow under this Section 2.01(a).

Revolving Loans. (i) Subject The New Revolving Commitments assumed under the Existing Credit Agreement pursuant to the terms Amendment and conditions hereof, each Restatement Agreement shall remain outstanding immediately following the Effective Date and shall be deemed the “Revolving Commitments” hereunder at such time. Each Revolving Lender agrees, severally and not jointlyjointly agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company Revolving Loans from time to time until during the period from the Effective Date to but excluding the Revolving Loan Commitment Termination Date Date, an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments. Proceeds of the Revolving Loans will be used for the purposes identified in subsection 2.5B. The original amount of each Revolving Lender’s Revolving Loan Commitment (after giving effect to this Agreement) is set forth opposite its name on Schedule 2.1 annexed hereto and the original Revolving Loan Commitment Amount is $100,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) reductions thereto made pursuant to subsection 2.4 and shall not at be increased from time to time by the amount of any time exceed its separate increases thereto made pursuant to subsection 2.1A(iii). Each Revolving Lender’s Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitment Amount then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject Upon the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2, as applicable, from and including the Initial Funding Date and prior to the Termination Date, each Lender severally and not jointly agrees, on the terms and conditions hereof, each Lender agrees, severally and not jointlyset forth in this Agreement, to make available revolving loans to U.S. the Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (includingtime, without duplicationin Dollars, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient not to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the U.S. Borrowing Base“Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Termination Date. The Revolving Loans made on the Initial Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance satisfactory to the Administrative Agent indemnifying the Lenders for the amounts described in Section 4.4 on or before the third (3rd) Business Day prior to the Initial Funding Date, the Revolving Loans made on the Initial Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Initial Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.9, either Floating Rate Loans or Eurodollar Rate Loans. On the Termination Date, the Borrower shall repay in full the outstanding principal balance of the Revolving Loans. Each Advance under this Section 2.1 shall consist of Revolving Loans made by each Lender ratably in proportion to such Lender’s respective Pro Rata Share.

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate each Revolving Lender’s Revolving Loan Commitment, as of the Signing Date, is set forth opposite its name on Schedule 2.1 annexed hereto and the original Revolving Loan Commitment Amount is $50,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. U.S. Each Revolving Credit Advances Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Revolving Lender’s Revolving Loan Commitment shall expire immediately and without further action at 4:30 p.m. (New York time), on October 30, 2008 if the Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitment Amount then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower from time to time until from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The aggregate original amount of the Revolving Loan Commitments is $40,000,000; PROVIDED that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4B; and PROVIDED FURTHER that the Revolving Loan CommitmentCommitments of Lenders shall be adjusted to give effect to (1) any increase in Revolving Loan Commitments pursuant to subsection 2.1A(iv), and (2) any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B. Each Lender's Revolving Loan Commitment shall expire immediately and without further action on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; PROVIDED that each Lender's Revolving Loan Commitment shall expire immediately and without further action on March 31, 2002 if the Tranche A Term Loans have not been not made on or before that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. lesser of the Revolving Loan (including Commitments then in effect and the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject to the terms and conditions hereof, each Each Revolving Lender agrees, severally and not jointly, to make available to U.S. Borrower Borrowers from time to time from the Closing Date until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. BorrowerBorrower Representative on behalf of the Borrowers hereunder; provided that no Revolving Credit Advance shall be made in an amount less than $250,000. The Pro Rata Share of the U.S. Revolving Loan of any Revolving Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Datereborrowed; provided, provided that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Borrowing Availability may be further reduced by Reserves imposed by Agent after notice to Borrowers in its reasonable credit judgment. All Revolving Loan Loans shall be repaid in full on the Commitment Termination Date. If Each Borrower shall execute and deliver to each Revolving Lender a promissory note to evidence the Revolving Loan Commitment of that Revolving Lender. Each promissory note shall be in the principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(a)(i) (each a “Revolving Note” and, collectively, the “Revolving Notes”). Other than pursuant to Section 1.1(a)(ii), if at any time the outstanding U.S. Revolving Loan Loans (including Swingline Loans) exceed the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (any such excess, a excess Revolving Loans are herein referred to collectively as “U.S. OveradvanceOveradvances”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and Advances, no additional Letters of Credit shall be issued. The U.S. issued and, except as provided in Section 1.1(a)(ii) below, Revolving Loan Loans must be repaid and/or immediately and Letters of Credit cash collateralized in an amount sufficient to eliminate any Overadvances. All Overadvances shall constitute Index Rate Loans and shall bear interest at the Default Rate. Revolving Loans which are Index Rate Loans may be requested in any amount with one (1) Business Day prior written notice required for funding requests equal to or greater than $5,000,000. For funding requests for such U.S. Overadvance Loans less than $5,000,000, written notice must be provided by 1:00 p.m. (a “U.S. Pay Down”New York time) within 15 days following notice by Agent on the Business Day on which the Loan is to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes be made. All LIBOR Loans require three (3) Business Days prior written notice. Written notices for funding requests shall be in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender form attached as Exhibit 1.1(a)(ii) (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. “Notice of Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseAdvance”).

Revolving Loans. (i) Subject to the terms and conditions hereofset forth herein, each Revolving Lender agrees, severally and not jointly, agrees to make available Revolving Loans to U.S. any Borrower in Dollars pursuant to this Section 2.01(a) from time to time until during the Revolving Availability Period in amounts such that its Revolving Outstandings shall not exceed (after giving effect to all Revolving Loans repaid, all reimbursements of L/C Disbursements made, and all Refunded Swing Line Loans paid concurrently with the making of any Revolving Loans) its Revolving Commitment; provided that, immediately after giving effect to each such Revolving Loan, (i) the aggregate Revolving Outstandings shall not exceed the Revolving Committed Amount and (ii) with respect to each Revolving Lender individually, such Lender’s outstanding Revolving Loans plus its (other than the Swing Line Lender’s in its capacity as such) Participation Interests in outstanding Swing Line Loans plus its Participation Interests in outstanding L/C Obligations shall not exceed such Lender’s Revolving Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share Percentage of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination DateCommitted Amount; provided, further, that no more than the amount greater of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvancex) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan $10,000,000 and (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvancey) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate fund original issue discount and/or upfront fees in connection with the Revolving Loans and the Term Loans may be drawn on the Closing Date. Each Revolving Borrowing comprised of Eurodollar Loans shall be in an aggregate principal amount of $5,000,000 or any such U.S. Overadvance larger multiple of $100,000, and each Revolving Borrowing comprised of Base Rate Loans shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $100,000 (a “U.S. Pay Down”except (i) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to Revolving Loans, if any, borrowed on the In-Season OveradvanceAmendment No. 1 Effective Date and (ii) that any such Borrowing may be in the aggregate amount of the unused Revolving Commitments and any L/C Borrowing may be in the aggregate amount of any outstanding Unreimbursed Amounts owed to one or more L/C Issuers as provided in Section 2.05(e)(iv)) and shall be obligated made from the several Revolving Lenders ratably in proportion to make any U.S. their respective Revolving Credit Advance if such Lender’s Pro Rata Share of Commitments. Within the U.S. foregoing limits, each Borrower may borrow under this Section 2.01(a), repay, or, to the extent permitted by Section 2.09, prepay, Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseLoans and reborrow under this Section 2.01(a).

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Borrowers in Dollars or in one or more Alternative Currencies from time to time until on any Business Day during the period from and including the Closing Date to the earliest of (1) the Revolving Loan Commitment Termination Date Date, (2) the date of the termination of the Revolving Loan Commitments pursuant to subsection 2.4B(ii) and (3) the date of the termination of the commitment of each Revolving Lender to make Revolving Loans and Issuing Lender to issue, increase or extend Letters of Credit pursuant to Section 8, an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Revolving Lender’s Revolving Loan Commitment is set forth opposite the name of such Lender on Schedule 2.1A and the original Revolving Loan Commitment Amount is $700,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B (in which case, the amount of such Lender’s Revolving Loan Commitment is set forth in the Assignment Agreement) and shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4B. Each Revolving Lender’s Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Notwithstanding the foregoing, any Other Revolving Loans shall be due and payable as set forth in the relevant Incremental Assumption Agreement. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall (w) the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan Commitment Amount then in effect or (including x) the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, aggregate principal amount of all outstanding Revolving Loans of any Lender plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed Outstanding Amount of all Letters of Credit plus such Lender’s Pro Rata Share of the U.S. Borrowing BaseOutstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, or (y) the aggregate Outstanding Amount of all Revolving Loans made to Co-Borrower shall not exceed the Co-Borrower Sublimit, or (z) the Outstanding Amount of all Revolving Loans denominated in Alternative Currencies plus the Outstanding Amount of all Letters of Credit denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Effective Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount which, when aggregated with any outstanding Existing Loans of the Lender that are Revolving Loans, shall not exceed its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments, to be used for the purposes identified in subsection 2.5C. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $58,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; provided further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4B. Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Amounts borrowed under this subsection 2.1A(iii) as Revolving Credit Advances Loans may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof anything contained herein to the contrary, in no Lender (other than Agent with respect to event shall the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share Total Utilization of the U.S. Revolving Loan exceeds or would Commitments at any time exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseRevolving Loan Commitments then in effect.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of the Revolving Loan Commitments under the Existing Credit Agreement was $80,000,000 and on the Restatement Effective Date the aggregate amount of the Revolving Loan Commitments shall be reduced to $75,000,000 and each Lender's Revolving Loan Commitment as of the Restatement Effective Date is set forth opposite its name on SCHEDULE 2.1 annexed hereto; PROVIDED that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and PROVIDED FURTHER that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loansreductions thereto made pursuant to subsections 2.4B(ii) shall not at any time exceed its separate and 2.4B(iii). Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If For the avoidance of doubt, all Revolving Loans made and Letters of Credit issued under the Existing Credit Agreement and outstanding as of the Restatement Effective Date shall continue to be maintained under and governed by this Agreement. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loan and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject Each Lender that has a Revolving Loan Commitment severally agrees to the terms lend to Borrowers, on a joint and conditions hereofseveral basis, each Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until during the period from the Second Restatement Effective Date to but excluding the Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A. The original amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate each Lender's Revolving Loan Commitment. U.S. Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Revolving Credit Advances may Loan Commitments is $30,000,000; provided that the Revolving Loan Commitments of Lenders shall be repaid adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 9.1B; and reborrowed provided, further that the amount of the Revolving Loan Commitments shall be reduced (i) from time to time until the Commitment Termination Date; provided, that by the amount of any U.S. Revolving Credit Advance reductions thereto made pursuant to subsections 2.4A(iii), 2.4B(ii) and 2.4B(iii) and (ii) to $12,500,000 on September 30, 2001, if the Second Reserve Amount (as defined below) has been assigned to an Eligible Assignee or Eligible Assignees as provided herein and the NCP6 Acquisition is not consummated in accordance with this Agreement on or prior to such date (such reduction to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. applied to reduce Lenders' Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Commitments pro rata); provided, further that a portion of all Lenders' aggregate Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated Commitments equal to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes $4,000,000 in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to aggregate (the contrary, no Lender (other than Agent with respect to the In-Season Overadvance"FIRST RESERVE AMOUNT") shall be obligated reserved at all times only for use in connection with the NCP6 Acquisition and as provided in subsection 2.5 provided that to make any U.S. Revolving Credit Advance if the extent that the Second Reserve Amount (as defined below) has not been assigned to an Eligible Assignee or Eligible Assignees during the Initial Syndication Period and the NCP6 Acquisition has not been consummated on or prior to September 30, 2001, such Lender’s Pro Rata Share of First Reserve Amount shall be cancelled at such time and the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share Commitments of the U.S. Borrowing Base.all Lenders shall be reduced pro rata by the

Revolving Loans. (i) Subject to the terms and conditions hereofset forth herein, each Revolving Lender agrees, severally and not jointly, agrees to make available Revolving Loans to U.S. the Borrower in Dollars pursuant to this Section 2.01(a) from time to time until during the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share Availability Period, commencing on the second Business Day of the U.S. Revolving Loan of any Lender (includingAvailability Period, without duplication, Swing Line Loans) shall not at any time exceed in amounts such that its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time Outstandings shall not exceed U.S. Borrowing Availability. The U.S. (after giving effect to all Revolving Loan Loans repaid, all reimbursements of L/C Disbursements made, and all Refunded Swing Line Loans paid concurrently with the making of any Revolving Loans) its Revolving Commitment; provided that, immediately after giving effect to each such Revolving Loan, (i) the aggregate Revolving Outstandings shall be repaid in full on not exceed the Commitment Termination Date. If at any time the Revolving Committed Amount and (ii) with respect to each Revolving Lender individually, such Lender’s outstanding U.S. Revolving Loan Loans plus its (including other than the Swing Line Loan and, if applicable, the In-Season OveradvanceLender’s in its capacity as such) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the Participation Interests in outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders Loans plus its Participation Interests in outstanding L/C Obligations shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share Revolving Commitment Percentage of the U.S. Revolving Committed Amount. Each Revolving Borrowing Basecomprised of Eurodollar Loans shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $100,000, and each Revolving Borrowing comprised of Base Rate Loans shall be in an aggregate principal amount of $500,000 or any larger multiple of $100,000 (except that any such Borrowing may be in the aggregate amount of the unused Revolving Commitments and any L/C Borrowing may be in the aggregate amount of any outstanding Unreimbursed Amounts owed to one or more L/C Issuers as provided in Section 2.05(e)(iv)) and shall be made from the several Revolving Lenders ratably in proportion to their respective Revolving Commitment. No more than ten (10) Revolving Borrowings shall be outstanding at any time. Within the foregoing limits, the Borrower may borrow under this Section 2.01(a), repay, or, to the extent permitted by Section 2.09, prepay, Revolving Loans and reborrow under this Section 2.01(a).

Revolving Loans. The Borrowers shall repay the outstanding principal balance of the Revolving Loans together with all other Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made and other than any Obligations relating to Bank Products), including all accrued but unpaid interest thereon, on the Termination Date. The Borrowers may prepay the Revolving Loans at any time, and reborrow subject to the terms of this Agreement; provided, however, that with respect to any LIBOR Rate Revolving Loans prepaid prior to the expiration date of the Interest Period applicable thereto, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders, the amounts described in Section 5.4; provided further that only after all Tranche A Revolving Loans have been repaid in full may the Borrowers voluntarily prepay Tranche A-1 Revolving Loans. In addition, and without limiting the generality of the foregoing, upon demand the Borrowers shall pay to the Administrative Agent, for the account of the Lenders, (a) the amount, if any and without duplication, by which the Aggregate Revolver Outstandings in respect of the Tranche A Commitments (less the aggregate amount of Pending Revolving Loans in respect of the Tranche A Commitments) exceeds the lesser of the Maximum Tranche A Revolver Amount and the Borrowing Base (without regard to the Incremental Availability) , and/or (b) the amount, if any and without duplication, by which the aggregate outstanding amount of Tranche A-1 Revolving Loans exceeds the lesser of the Maximum Tranche A-1 Revolver Amount and the Incremental Availability, in each case, after giving effect to any reduction or increase, as applicable, to the applicable Commitments and the repayment, or conversion, of Tranche A-1 Revolving Loans pursuant to Section 4.2. Accrued interest on the Revolving Loans shall be due and payable in arrears (a) in the case of Base Rate Revolving Loans, on the last Business Day of each Fiscal Quarter and on the Termination Date and (b) in the case of LIBOR Rate Revolving Loans and with respect to each such Revolving Loan (i) Subject to on each LIBOR Interest Payment Date with respect thereto and (ii) on the terms and conditions hereof, each Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.

Revolving Loans. Prior to the Closing Date, certain revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the Closing Date (i) such outstanding revolving loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions hereofset forth in this Agreement, the parties hereto agree that on the Closing Date, but subject to the reallocation and other transactions described in Section 1.4, the Existing Revolving Loans shall be re-evidenced as Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. From and including the Closing Date and prior to the Maturity Date, subject to the terms and conditions set forth herein, each Revolving Lender agrees, severally and not jointlyjointly agrees, on the terms and conditions set forth in this Agreement, to (i) make available Revolving Loans to U.S. the Borrower in Agreed Currencies from time to time until and (ii) participate in Facility LCs issued upon the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share request of the U.S. Revolving Loan of any Lender (includingBorrower, without duplication, Swing Line Loans) shall in each case in Dollar Amounts not at any time to exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if aggregate such Lender’s Pro Rata Share of the U.S. Available Aggregate Revolving Loan exceeds Commitment; provided that (i) except as provided in Section 2.4.3, at no time shall the Dollar Amount of the Aggregate Outstanding Revolving Credit Exposure hereunder exceed the Aggregate Revolving Loan Commitment, (ii) all Floating Rate Loans shall be made in Dollars, and (iii) except as provided in Section 2.4.3, at no time shall the aggregate outstanding Dollar Amount of all Revolving Loans denominated in Foreign Currencies exceed the Foreign Currency Sublimit. Unless the Borrower has delivered to the Administrative Agent an Indemnification Letter (or would exceed entered into a similar undertaking reasonably acceptable to the Administrative Agent, which may be set forth in a Borrowing Notice) on or before the third (3rd) Business Day prior to the Closing Date with respect to all Revolving Loans requested to be made as Eurocurrency Advances on the Closing Date or on or before the third (3rd) Business Day thereafter, the Loans made on the Closing Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section ‎2.8 and subject to the other conditions and limitations therein set forth and set forth in this Article ‎II and set forth in the definition of Interest Period. Revolving Loans made after the third (3rd) Business Day after the Closing Date shall be, at the option of the Borrower, selected in accordance with Section ‎2.8, either Floating Rate Loans or Eurocurrency Loans. Each Advance under this Section ‎2.2 shall consist of Revolving Loans made by each Revolving Lender ratably in proportion to such Lender’s respective Pro Rata Share Share. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section ‎2.24. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Maturity Date. On the Maturity Date, the commitment of each Lender to lend hereunder shall automatically expire and the Borrower shall repay in full the outstanding principal balance of the U.S. Borrowing BaseRevolving Loans. Additionally, the Borrower shall make the mandatory prepayments prescribed in Section ‎2.4.3.

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, --------------- subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsections 2.5A and 2.5B. The original amount of each Revolving Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 ------------ annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $25,000,000; provided that the Revolving Loan Commitments of -------- the Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further that the amount of the Revolving Loan Commitments shall -------- ------- be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loansreductions thereto made pursuant to subsections 2.4B(ii) shall not at any time exceed its separate and 2.4B(iii). Each Revolving Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that -------- each Revolving Lender's Revolving Loan Commitment shall expire immediately and without further action on the Closing Date, if the Tranche A Term Loans, the Tranche B Term Loans and the initial Revolving Loans are not made on or before that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding in no event shall the total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $150,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4B(ii). Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on June 30, 1997 if the initial Term Loans are not made on or before that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iv) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Revolving Lender’s Revolving Loan Commitment will be set forth in an allocation letter delivered to such Lender (with a copy to Company) and the original Revolving Loan Commitment Amount is $125,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4. Each Revolving Lender’s Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Notwithstanding the foregoing, any Other Revolving Loans shall be due and payable as set forth in the relevant Incremental Assumption Agreement Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitment Amount then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject to the terms and conditions hereofset forth herein, each Revolving Lender agrees, severally and not jointly, agrees to make available Revolving Loans to U.S. Borrower the Company pursuant to this SECTION 2.01(a) from time to time until during the Availability Period in amounts such that its Revolving Outstandings shall not exceed (after giving effect to all Revolving Loans repaid, all reimbursements of L/C Disbursements made, and all Refunded Swing Line Loans paid concurrently with the making of any Revolving Loans) its Revolving Commitment; PROVIDED that, immediately after giving effect to each such Revolving Loan, (i) the aggregate Revolving Outstandings shall not exceed the Revolving Committed Amount and (ii) with respect to each Revolving Lender individually, such Lender's outstanding Revolving Loans plus its (other than the Swing Line Lender's in its capacity as such) Participation Interests in outstanding Swing Line Loans plus its Participation Interests in outstanding L/C Obligations shall not exceed such Lender's Revolving Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share Percentage of the U.S. Revolving Loan Committed Amount. Each Revolving Borrowing comprised of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or any Lender larger multiple of $100,000, and each Revolving Borrowing comprised of Base Rate Loans shall be in an aggregate principal amount of $500,000 or any larger multiple of $100,000 (including, without duplication, Swing Line Loans) shall not at except - 42 - that any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances such Borrowing may be repaid in the aggregate amount of the unused Revolving Commitments and reborrowed from time to time until any L/C Borrowing may be in the Commitment Termination Date; provided, that the aggregate amount of any U.S. Revolving Credit Advance outstanding Unreimbursed Amounts owed to one or more L/C Issuers as provided in SECTION 2.05(f)(iv)) and shall be made at any time shall not exceed U.S. Borrowing Availabilityfrom the several Revolving Lenders ratably in proportion to their respective Revolving Commitments. The U.S. Revolving Loan shall be repaid in full on Within the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicableforegoing limits, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”Company may borrow under this SECTION 2.01(a), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other casesrepay, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof or, to the contraryextent permitted by SECTION 2.09, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. prepay, Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseLoans and reborrow under THIS SECTION 2.01(a).

Revolving Loans. (i) Subject The Applicable Margin with respect to the terms Revolving Loans shall be based on the First Lien Leverage Ratio as set forth below: Level First Lien Leverage Ratio Applicable Margin for LIBOR Advances Applicable Margin for Base Rate Advances Revolving Loan Commitment Fee I Greater than or equal to 5.00 to 1.00 2.50% 1.50% 0.500% II Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 2.25% 1.25% 0.500% III Less than 4.00 to 1.00 2.00% 1.00% 0.375% The Applicable Margin shall be determined and conditions hereof, each Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until adjusted quarterly on the Commitment Termination Date its Pro Rata Share of advances date (each a “U.S. Revolving Credit AdvanceCalculation Date”) requested five (5) Business Days after the day by U.S. which the Borrower provides an Officer’s Compliance Certificate pursuant to Section 6.3 for the most recently ended fiscal quarter of the Borrower; provided that (a) the Applicable Margin shall be based on Pricing Level II until the first Calculation Date occurring after the Closing Date and, thereafter the Pricing Level shall be determined by reference to the First Lien Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide the Officer’s Compliance Certificate as required by Section 6.3 for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level I until such time as an appropriate Officer’s Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the First Lien Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) applicable Pricing Level shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed effective from time to time one Calculation Date until the Commitment Termination next Calculation Date; provided, that . Any adjustment in the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan Pricing Level shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. applicable to all Revolving Loan (including the Swing Line Loan andLoans, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances Swingline Loans and no additional Letters of Credit then outstanding or subsequently made or issued. Notwithstanding the foregoing, the Applicable Margin in respect of any tranche of Extended Revolving Loan Commitments or any Revolving Loans made pursuant to any Extended Revolving Loan Commitments shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria applicable percentages per annum set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent relevant Extension Offer with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Basetranche.

Revolving Loans. Simultaneously with the effectiveness of this Credit Agreement, the “Revolving Commitments” (ias defined in the Existing Revolving Credit Agreement) Subject of each of the “Revolving Lenders” (as defined in the Existing Revolving Credit Agreement) as existing immediately prior to the Closing Date, shall be reallocated among the Revolving Lenders so that the Revolving Commitments are held by the Revolving Lenders as set forth on Schedule 2.01 attached hereto. To effect such reallocations (a) each Revolving Lender which either had no “Revolving Commitment” under the Existing Revolving Credit Agreement immediately prior to the Closing Date or whose Revolving Commitment upon the effectiveness of this Credit Agreement exceeds its “Revolving Commitment” under the Existing Revolving Credit Agreement immediately prior to the effectiveness of this Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the “Revolving Commitments” from the “Revolving Lenders” under the Existing Revolving Credit Agreement which will not have a Revolving Commitment on and as of the Closing Date or whose Revolving Commitments upon the effectiveness of this Credit Agreement are less than their respective “Revolving Commitment” under the Existing Revolving Credit Agreement immediately prior to the effectiveness of this Credit Agreement (each a “Revolving Assignor Lender”), so that the Revolving Commitments of the Revolving Lenders will be held by the Revolving Lenders as set forth on Schedule 2.01. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions hereofof, each Lender agreesan Assignment and Assumption without the payment of any related assignment fee, severally and, except for Revolving Notes to be provided to the Revolving Assignor Lenders and not jointlyRevolving Assignee Lenders in the principal amount of their respective Revolving Commitments, no other documents or instruments shall be, or shall be required to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share be, executed in connection with such assignments (all of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrowerwhich are hereby waived). The Pro Rata Share of Revolving Assignor Lenders, the U.S. Revolving Loan Assignee Lenders and the other Revolving Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to the making of any Lender (including, without duplication, Swing Line LoansRevolving Loans to be made on the Closing Date and any netting transactions effected by the Administrative Agent) with respect to such reallocations and assignments so that the aggregate outstanding principal amount of Revolving Loans shall not at any time exceed its separate be held by the Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that Lenders pro rata in accordance with the amount of any U.S. the Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria Commitments set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseon Schedule 2.01.

Revolving Loans. (i) Subject to and upon the terms provisions of this Agreement and conditions hereofrelying upon the representations and warranties herein set forth, each Lender agrees, severally the Bank agrees at any time and not jointly, to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances to make loans (each a “U.S. Revolving Loan” or “Loan” and collectively the “Revolving Loans” or “Loans”) to the Borrowers from the date hereof until the earlier of the Revolving Credit AdvanceExpiration Date (as hereinafter defined) or the date on which this revolving credit facility (the “Revolving Credit Facility”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender is terminated pursuant to Section 7.1 hereof (includingwhichever first occurs), without duplication, Swing Line Loans) shall not in an aggregate principal amount at any time outstanding not to exceed its separate Revolving Loan Commitment. U.S. the Revolving Credit Advances Amount (as hereinafter defined). As used herein, the term “Revolving Credit Expiration Date” means November 1, 2013, as such date may be repaid and reborrowed changed or extended from time to time until pursuant to Section 8.2 hereof, and the Commitment Termination Date; provided, that term “Revolving Credit Amount” means the amount of any U.S. Revolving Credit Advance to $7,500,000 as such amount may be made reduced at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall and from time to time pursuant to this Agreement or as such amount may be repaid in full on the Commitment Termination Date. If increased or decreased at any time and from time to time pursuant to this Agreement. In no event shall the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not Bank be obligated to make U.S. a Revolving Loan hereunder if an Event of Default (as hereinafter defined) shall have occurred and be continuing. Unless sooner terminated pursuant to the provisions of this Agreement, this Revolving Credit Advances Facility and the obligation of the Bank to make Revolving Loans hereunder shall automatically terminate on the Revolving Credit Expiration Date without further action by, or notice of any kind from, the Bank. Within the limitations set forth herein and subject to the provisions of this Agreement, the Borrowers may borrow, repay and reborrow under this Revolving Credit Facility. The fact that there may be no additional Letters Revolving Loans outstanding at any particular time shall not affect the continuing validity of Credit this Agreement. For the purposes of this Agreement, each reference to a “Loan” or a “Revolving Loan” shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient deemed to eliminate any such U.S. Overadvance (also refer to a “U.S. Pay DownLetter of Credit”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.

Revolving Loans. An amount (the "Revolving Loans") not to exceed the lesser of: (i) Subject to $4,000,000 at any one time outstanding; or (ii) 75% (the terms and conditions hereof, each Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”"Advance Percentage") requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan Net Amount of any Lender (includingBorrower's accounts, without duplicationwhich Silicon in its discretion deems eligible for borrowing, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, provided that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to Approved Foreign Accounts the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share Percentage is "35%". "Net Amount" of an account means the gross amount of the U.S. Revolving Loan exceeds account, minus all applicable sales, use, excise and other similar taxes and minus all discounts, credits and allowances of any nature granted or would exceed such Lender’s Pro Rata Share claimed. Without limiting the fact that the determination of which accounts are eligible for borrowing is a matter of Silicon's discretion, the following will not be deemed eligible for borrowing: accounts outstanding for more than 90 days from the invoice date, accounts subject to any contingencies, accounts owing from the United States or any department, agency or instrumentality of the U.S. Borrowing Base.United States or any state, city or municipality, accounts owing from an account debtor SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT ----------------------------------------------------------------------- outside the United States (unless pre-approved by Silicon in its discretion, or backed by a letter of credit satisfactory to Silicon, or FCIA insured satisfactory to Silicon*), accounts owing from one account debtor to the extent they exceed 25% of the total eligible accounts outstanding, accounts owing from an affiliate of Borrower, and accounts owing from an account debtor to whom Borrower is or may be liable for goods purchased from such account debtor or otherwise. In addition, if more than 50% of the accounts owing from an account debtor are outstanding more than 90 days from the invoice date or are otherwise not eligible accounts, then all accounts owing from that account debtor will be deemed ineligible for borrowing. * , WITH FRESENIUS MEDICAL CARE A.G. AND INPHARDIAL ZAMBON BIOMEDICA (AND THE ACCOUNTS RELATING TO SUCH ACCOUNT DEBTORS ARE REFERRED TO HEREIN AS THE "APPROVED FOREIGN ACCOUNTS") AS SUCH PREAPPROVED ACCOUNT DEBTORS PROVIDED THAT THE RELATED ACCOUNTS ARE OTHERWISE DEEMED ELIGIBLE HEREUNDER PLUS

Revolving Loans. (i) Subject to Each Revolving Lender severally agrees, on the --------------- terms and conditions hereof, each Lender agrees, severally and not jointlyhereinafter set forth, to make available loans (each, a "REVOLVING --------- LOAN" and, collectively, the "REVOLVING LOANS") to U.S. the Borrower from time to ---- --------------- time on any Business Day during the period from the Closing Date until the Revolving Commitment Termination Date its Pro Rata Share in an amount for each such Revolving Loan not to exceed the lesser of advances (each i) such Lender's Unused Revolving Commitment on such Business Day (after giving effect to any repayment of Swing Line Loans made or to be made with the proceeds thereof pursuant to a “U.S. designation therefor set forth by the Borrower in a Notice of Borrowing for such Borrowing or pursuant to a Notice of Borrowing given by the Administrative Agent in accordance with Section 2.02(f)) and (ii) such Lender's Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan remainder of any Lender (including, without duplication, x) the Borrowing Base Amount as of such date minus (y) the sum of ----- (A) the then outstanding Letter of Credit Obligations and (B) the then outstanding Swing Line Loans; provided, however, that (1) the foregoing clause -------- ------- (ii) shall not at limit any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”Lender's obligations under Section 2.02(f), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”2) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent except with respect to a Borrowing the In-Season Overadvance) proceeds of which will be applied to repay outstanding Swing Line Loans or reimburse Letter of Credit Drawings pursuant to a designation therefor set forth by the Borrower in a Notice of Borrowing for such Borrowing or pursuant to a Notice of Borrowing given by the Administrative Agent pursuant to Section 2.02(f), the Borrower shall not request, and no Lender shall be obligated required to make Revolving Loans in respect of, any U.S. Borrowing if after giving effect thereto the aggregate principal amount of all outstanding Revolving Loans would exceed the remainder of (x) the Borrowing Base Amount at such time minus (y) the sum of (A) the then outstanding Letter of ----- Credit Advance if such Lender’s Pro Rata Share Obligations and (B) the greater of the U.S. aggregate Swing Line Commitment in effect at such time and the aggregate principal amount of all outstanding Swing Line Loans at such time. Each Revolving Loan exceeds Borrowing of Eurodollar Rate Loans shall be in an aggregate amount of $1,000,000 or would exceed such Lender’s Pro Rata Share an integral multiple of $100,000 in excess thereof and each Revolving Borrowing of Base Rate Loans shall be in an aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof. Each Revolving Borrowing shall consist of Revolving Loans made by the U.S. Borrowing BaseRevolving Lenders ratably according to their respective Revolving Commitments. Within the foregoing limits, the Borrower may borrow under this Section 2.01(c), prepay pursuant to Section 2.04 and reborrow under this Section 2.01(c).

Revolving Loans. (i) Subject to the terms and conditions hereofherein set forth, each Lender Bank agrees, severally and not jointly, to make available revolving loans (herein called individually a "Revolving Loan" and collectively, the "Revolving Loans", and together with the Term Loans, a "Loan" and collectively, the "Loans") to U.S. Borrower from time to time until the Commitment Hxxx Companies during the period beginning on the date hereof and ending on the Revolving Credit Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall in amounts not to exceed at any time outstanding (together with each Bank's share of all Letters of Credit outstanding) the commitment amount set forth opposite the name of such Bank on Exhibit A-1 hereto (each such amount, as the same may be reduced pursuant to ss.2.6 or ss.2.10 being hereinafter called such Bank's "Revolving Loan Commitment"). The Banks' collective commitment to make Revolving Loans shall be the "Aggregate Revolving Loan Commitment"). The maturity date of each Revolving Note, as provided in ss.2.2 below, shall be the Revolving Credit Termination Date. All Revolving Loans shall be made by the Banks simultaneously and pro rata in accordance with their respective Revolving Loan Commitments. All Revolving Loans shall be made to the Hxxx Companies at the primary office of First Union in Philadelphia located at Broad and Cxxxxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000. Notwithstanding the foregoing, the Hxxx Companies shall not be entitled to any Revolving Loan if, after giving effect to such Revolving Loan, the aggregate unpaid amount of all Revolving Loans, when added to the aggregate amount of Letters of Credit outstanding as provided below, would exceed its separate the Aggregate Revolving Loan Commitment. U.S. Within the limit of the Aggregate Revolving Credit Advances Loan Commitment, the Hxxx Companies may be repaid borrow, prepay and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availabilityreborrow. The U.S. Each Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share minimum principal amount of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base$1,000,000.

Revolving Loans. (ia) Subject Upon the satisfaction of the conditions precedent set forth in Sections 5.2, 5.3 and 5.4, as applicable, from and including the Closing Date and prior to the Revolving Loan Commitment Termination Date, each Existing Lender severally and not jointly agrees, on the terms and conditions hereof, each Lender agrees, severally and not jointlyset forth in this Agreement, to make available revolving loans to U.S. Borrower the Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each in Dollars or any Agreed Currency, in a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall Dollar Amount not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseAvailability at such time (each individually, an “Existing Revolving Loan” and, collectively, the “Existing Revolving Loans”). Upon the satisfaction of the conditions precedent set forth in Sections 5.2, 5.3 and 5.4, as applicable, from and including the Amendment Effective Date and prior to the Revolving Loan Commitment Termination Date, each Incremental Loan Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrowers from time to time in Dollars or any Agreed Currency, in a Dollar Amount not to exceed such Lender’s Pro Rata Share of the Availability at such time (each individually, an “Incremental Loan” and, collectively, the “Incremental Loans”; each Existing Revolving Loan and each Incremental Loan shall hereinafter be referred to as a “Revolving Loan” and the Existing Revolving Loans, together with the Incremental Loans, shall hereinafter be referred to, collectively, as the “Revolving Loans”). Notwithstanding the foregoing, at no time shall the Dollar Amount of the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrowers may borrow, repay and reborrow Revolving Loans at any time prior to the Revolving Loan Commitment Termination Date. Revolving Loans shall be, at the option of the applicable Borrower, selected in accordance with Section 2.11, and shall be either Floating Rate Loans or Eurocurrency Rate Loans. On the Revolving Loan Commitment Termination Date, each Borrower shall repay in full the outstanding principal balance of Revolving Loans made to it. The Revolving Loans shall be made by each Lender ratably in proportion to such Lender’s respective Pro Rata Share.

Revolving Loans. (i) Subject to the terms and conditions hereof, each Each Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. BorrowerBorrower hereunder. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line LoansLoans and Letter of Credit Obligations) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Datereborrowed; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Borrowing Base may be further reduced by Reserves imposed by Agent in its reasonable credit judgment exercised in good faith. All Revolving Loan Loans shall be repaid in full on the Commitment Termination Date. If Promptly upon request by a Lender, Borrower shall execute and deliver to such Lender a note to evidence the Revolving Loan Commitment of such Lender. Each note shall be in the principal amount of the Revolving Loan Commitment of the applicable Lender, dated the Amendment and Restatement Date (or, if later, as of the date on which such Person became a Lender under this Agreement pursuant to an Assignment Agreement) and substantially in the form of Exhibit 1.1(a)(i) (each a “Revolving Note” and, collectively, the “Revolving Notes”). Other than pursuant to Section 1.1(a)(ii), if at any time the outstanding U.S. Revolving Loan Loans (including the outstanding Swing Line Loan and, if applicable, Loans and Letter of Credit Obligations) exceed the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (any such excess, a excess Revolving Loans are herein referred to collectively as “U.S. OveradvanceOveradvances”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and Advances, no additional Letters of Credit shall be issued. The U.S. issued and, except as provided in Section 1.1(a)(ii) below, Revolving Loan Loans must be repaid and/or immediately and Letters of Credit cash collateralized in an amount sufficient to eliminate any Overadvances. All Overadvances shall constitute Index Rate Loans and shall bear interest at the Default Rate. Revolving Loans which are Index Rate Loans may be requested in any amount with one (1) Business Day prior written notice required for funding requests equal to or greater than $5,000,000. For funding requests for such U.S. Overadvance Loans less than $5,000,000, written notice must be provided by 12:00 p.m. (a “U.S. Pay Down”noon) within 15 days following notice by Agent (New York time) on the Business Day on which the Loan is to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes be made. All LIBOR Loans require three (3) Business Days prior written notice. Written notices for funding requests shall be in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender form attached as Exhibit 1.1(a)(ii) (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. “Notice of Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseAdvance”).

Revolving Loans. (ia) Upon the satisfaction of the conditions precedent ---------------- set forth in Sections 5.1 and 5.2, as applicable, from and including the Initial ------------ --- Funding Date and prior to the Termination Date, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars, in an amount not to exceed such Lender's Pro Rata Share of Revolving Credit Availability at such time (each individually, a "Revolving Loan" and, collectively, the "Revolving Loans"); provided, however, at no time shall the Revolving Credit -------- ------- Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and conditions hereof, each Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. reborrow Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not Loans at any time exceed its separate prior to the Termination Date. The Revolving Loan Commitment. U.S. Revolving Credit Advances Loans made on the Initial Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be repaid continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.9 and reborrowed from time subject to time until the Commitment Termination Dateother conditions and limitations ------------ therein set forth and set forth in this Article II and set forth in the ----------- definition of Interest Period; provided, however, that if the amount Borrower delivers -------- ------- a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance satisfactory to the Administrative Agent indemnifying the Lenders for the amounts described in Section 4.4 on or before ----------- the third (3rd) Business Day prior to the Initial Funding Date, the Revolving Loans made on the Initial Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the third (3rd) Business Day after the Initial Funding Date shall be, at the option of any U.S. Revolving Credit Advance to be made at any time the Borrower, selected in accordance with Section ------- 2.9, either Floating Rate Loans or Eurodollar Rate Loans. On the Termination Date, the Borrower shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid repay in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result principal balance of the imposition Revolving Loans. Each Advance under this Section 2.1 shall consist of Reserves or changes Revolving ----------- Loans made by each Lender ratably in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof proportion to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s 's respective Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.Share. (b)

Revolving Loans. Each Revolving Lender severally agrees to make revolving loans (i“Revolving Loans”) Subject to the terms and conditions hereof, each Lender agrees, severally and not jointly, to make available to U.S. Borrower Borrowers from time to time the Closing Date until the Revolving Loan Commitment Termination Date in an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. the aggregate amount of the Revolving Credit Advance”) requested by U.S. BorrowerLoan Commitments. Each Borrower shall use the proceeds of any such Revolving Loans solely for the purposes identified in Section 5.12. The Pro Rata Share amount of each Revolving Lender’s Commitment as of the U.S. date of the Ninth Amendment is set forth opposite its name on Schedule 2.1.A annexed hereto and the aggregate amount of the Revolving Loan Commitments is $11,224,043,14; provided that the Revolving Loan Commitments of the applicable Revolving Lenders shall be adjusted to give effect to any assignments of such Revolving Lender’s respective Revolving Loan Commitments pursuant to Section 9.1.; and provided further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (includingreductions thereto made pursuant to Section 2.5. Notwithstanding anything to the contrary herein, without duplication, Swing Line Loansthe outstanding principal amount of Revolving Loans made pursuant to this Section 2.1.A(ii) shall not at any time exceed its separate $5,142,298.87. Each Revolving Lender’s Revolving Loan CommitmentCommitments shall expire immediately and without further action on the Revolving Loan Commitment Termination Date and no Revolving Loans shall be made after such date. U.S. Revolving Credit Advances Amounts borrowed under this Section 2.1.A.(ii) and subsequently repaid or prepaid may be repaid and reborrowed from time to time until the Commitment Termination Datereborrowed; provided, however, that (i) the aggregate principal amount of any U.S. Revolving Credit Advance Loans outstanding that were made pursuant to be made this Section 2.1.A(ii) shall not at any time shall exceed $5,142,298.87 and (ii) the aggregate principal amount of the Revolving Loans (including LOC Revolving Loans) outstanding at any time, when taken together with the outstanding Letter of Credit Obligations, may not exceed U.S. Borrowing Availability. The U.S. the aggregate amount of the Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseCommitments.

Revolving Loans. (i) Subject Each Lender with a Revolving Loan Commitment severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower the Company from time to time until during the period after the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments, to be used for the purposes identified in subsection 2.5B. The original amount of each Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1A(ii) and the aggregate original amount of the Revolving Loan Commitments is $50,000,000; provided that the Revolving Loan Commitments of the Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; provided, further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (includingreductions thereto made pursuant to subsection 2.4B(ii) or 2.4C(i). Each Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed, without duplicationsubject to the limitations and conditions set forth herein, Swing Line Loans) to but excluding the Revolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the contrary, in no event shall not the Total Utilization of Revolving Loan Commitments at any time exceed its separate the Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid Commitments then in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (ia) On the Closing Date, immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the Revolving Loans (as defined in the Existing Credit Agreement) is $37,440,006.51 (the "Existing Revolving Loans"). Upon the effectiveness of this Agreement on the Closing Date, without the need for any further action by any of the parties, $15,000,000 of the Existing Revolving Loans (the "Reallocated Existing Revolving Loans") shall be recharacterized as a term loan pursuant to Section 2.14, but such recharacterization of the Reallocated Existing Revolving Loans shall not reduce the Revolver Commitments or the Maximum Revolver Amount. The portion of the Existing Revolving Loans in excess of the Reallocated Existing Revolving Loans, in the amount of $22,440,006.51 (the "Remaining Existing Revolving Loans") shall be continued and shall, for all purposes of this Agreement, constitute Revolving Loans hereunder owing to Lenders as if such Remaining Existing Revolving Loans had been made by Lenders to Borrowers hereunder. The Remaining Existing Revolving Loans shall be deemed allocated among the Lenders in accordance with their respective Pro Rata Shares, and to the extent necessary to give effect hereto, the Lenders agree to make inter-Lender settlement payments on the Closing Date or immediately thereafter. Subject to the terms and conditions hereofof this Agreement, and during the term of this Agreement, each Revolving Lender agreesagrees (severally, severally not jointly or jointly and not jointly, severally) to make available revolving loans ("Revolving Loans") to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Borrowers in an amount sufficient at any one time outstanding not to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of exceed the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.lesser of:

Revolving Loans. (i) Subject to and upon the terms and conditions hereofset forth herein, each Lender agreeswith a 2019 Revolving Loan Commitment severally agrees to make, severally at any time and not jointly, to make available to U.S. Borrower from time to time until on or after the Commitment Termination ClosingAmendment No. 2 Effective Date its Pro Rata Share of advances and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each a each, an “U.S. Initial2019 Revolving Credit AdvanceLoan” and, collectively, the “Initial or 2019 Revolving Loans”) requested by U.S. to the Borrower. The Pro Rata Share , which Initial2019 Revolving Loans (i) may be made in Dollars or an Alternate Currency, (ii) except as provided herein, shall, at the option of the U.S. Revolving Loan Borrower, be incurred and maintained as Base Rate Loans, LIBOR Loans or, in the case of any Lender Alternate Currency Loans, other Fixed Rate Loans, and/or (including, without duplication, Swing Line except in the case of Alternate Currency Loans) converted into Base Rate Loans or LIBOR Loans; provided that (A) except as otherwise specifically provided in Section 2.11(b), all Initial2019 Revolving Loans comprising the same Borrowing shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances all times be of the same Type and (B) Base Rate Loans shall only be available in Dollars, (iii) may be repaid and reborrowed from time to time until in accordance with the Commitment Termination Date; provided, that the amount of provisions hereof and (iv) shall not exceed for any U.S. Revolving Credit Advance to be made such Lender at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan andthat aggregate principal amount which, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof when added to the contrary, no Lender product of (other than Agent with respect to the In-Season Overadvancex) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share RL Percentage and (y) the sum of (I) the U.S. aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of 2019 Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of 2019 Revolving Loans) then outstanding, equals the Initial 2019 Revolving Loan exceeds or would exceed Commitment of such Lender’s Pro Rata Share of the U.S. Borrowing BaseLender at such time.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with --------------- respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The aggregate original amount of the Revolving Loan Commitments is $60,000,000; provided that (1) the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give -------- effect to any increase in Revolving Loan Commitments pursuant to subsection 2.1A(iv), and (2) the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4B. Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall -------- expire immediately and without further action on May 15, 2001 if the Term Loans and the initial Revolving Loans are not made on or before that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. lesser of the Revolving Loan (including Commitments then in effect and the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject to the terms and conditions hereofEach Revolving Lender severally, each Lender agrees, severally and but not jointly, agrees, subject to make available the limitations set forth below with respect to U.S. Borrower the maximum amount of Revolving Loans permitted to be outstanding from time to time, to lend to Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Revolving Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $25,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any Lender (includingreductions thereto made pursuant to subsection 2.4. Each Revolving Lender's Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid pursuant to subsection 2.4B(i) and reborrowed to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, without duplication, Swing Line Loans) the Revolving Loans and the Revolving Loan Commitments shall not be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed its separate the Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid Commitments then in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (ia) Subject Upon the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2, as applicable, from and including the Initial Funding Date and prior to the Termination Date, each Lender severally and not jointly agrees, on the terms and conditions hereof, each Lender agrees, severally and not jointlyset forth in this Agreement, to make available revolving loans to U.S. the Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (includingtime, without duplicationin Dollars, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient not to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of Revolving Credit Availability at such time (each individually, a “Revolving Loan” and, collectively, the U.S. Borrowing Base“Revolving Loans”); provided, however, at no time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Termination Date. The Revolving Loans made on the Initial Funding Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.9 and subject to the other conditions and limitations therein set forth and set forth in this Article II and set forth in the definition of Interest Period; provided, however, that if the Borrower delivers a Borrowing/Election Notice, signed by it, together with appropriate documentation in form and substance satisfactory to the Administrative Agent indemnifying the Lenders for the amounts described in Section 4.4 on or before the third (3rd) Business Day prior to the Initial Funding Date, the Revolving Loans made on the Initial Funding Date may be Eurodollar Rate Loans. Revolving Loans made after the Initial Funding Date shall be, at the option of the Borrower, selected in accordance with Section 2.9, either Floating Rate Loans or Eurodollar Rate Loans. On the Termination Date, the Borrower shall repay in full the outstanding principal balance of the Revolving Loans. Each Advance under this Section 2.1 shall consist of Revolving Loans made by each Lender ratably in proportion to such Lender’s respective Pro Rata Share.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointly--------------- limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Effective Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount (including its Pro Rata Share of advances (each a “U.S. Existing Revolving Credit Advance”Loans outstanding) requested by U.S. Borrower. The not exceeding its Pro Rata Share of the U.S. aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5. The amount of each Lender's Revolving Loan Commitment as of the Effective Date is set forth opposite its name on Schedule 2.1 annexed ------------ hereto and the aggregate amount of the Revolving Loan Commitments as of the Effective Date is $425,000,000; provided that, the Revolving Loan -------- Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further, that the amount of the Revolving Loan Commitments shall ----------------- be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsections 2.4B(ii). Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than the Revolving Loan Commitment Termination Date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iv) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding in no event shall the Total Utilization of Commitments at any time exceed the outstanding U.S. Adjusted Borrowing Base Amount then in effect and in no event shall the Total Utilization of Revolving Loan (including Commitments exceed the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. aggregate amount of all Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointly, limitations set forth below with respect to make available the maximum amount of Revolving Loans permitted to U.S. Borrower be outstanding from time to time until the Commitment Termination Date time, to (a) maintain and continue as Revolving Loans hereunder its Pro Rata Share of advances the principal amount of Existing Revolving Loans, after giving effect to subsection 2.1F and (each a “U.S. b) to lend to Company from time to time during the period from the Effective Date to but excluding the Revolving Credit Advance”Loan Commitment Termination Date an aggregate amount (including the amount of Revolving Loans, if any, maintained by the applicable Lender pursuant to clause (a)) requested by U.S. Borrower. The not exceeding its Pro Rata Share of the U.S. aggregate amount of the Revolving Loan Commitments, to be used for the purposes identified in subsection 2.5B. The amount of each Lender's Revolving Loan Commitment on the Effective Date is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of the Revolving Loan Commitments is $75,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; provided further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loansreductions thereto made pursuant to subsections 2.4A(iv) shall not at any time exceed its separate and 2.4B. Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof anything contained herein to the contrary, in no Lender (other than Agent with respect to event shall the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share Total Utilization of the U.S. Revolving Loan exceeds or would Commitments at any time exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseRevolving Loan Commitments then in effect.

Revolving Loans. (i) Subject to the terms and conditions hereofset forth herein and in the Ancillary Agreements, each Lender agrees, severally and not jointly, Laurus may make revolving loans (the “ Revolving Loans”) to make available to U.S. Borrower Companies from time to time until during the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of Term which, in the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid good faith judgment deem proper and reborrowed necessary from time to time until (the Commitment Termination Date; provided, that “Reserves”) and (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount of any U.S. Revolving Credit Advance to be made derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be referred to as the “Formula Amount.” The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Revolving Note and a Minimum Borrowing Note evidencing the Revolving Loans funded on the Closing Date. From time to time thereafter, the Companies shall jointly and severally execute and deliver to Laurus immediately prior to the final funding of each additional $500,000 tranche of Revolving Loans allocated to any Minimum Borrowing Note issued after the date hereof (calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the form of the Minimum Borrowing Note delivered by the Companies to Laurus on the Closing Date. Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Minimum Borrowing Note shall be less than the Minimum Borrowing Amount (such amount being referred to herein as the “Transferable Amount”) to the extent that the outstanding balance on the Revolving Note should equal or exceed $500,000, that portion of the balance of the Revolving Note that exceeds $500,000, but does not exceed U.S. the Transferable Amount, shall be segregated from the outstanding balance under the Revolving Note and allocated to and aggregated with the then existing balance of the next unissued serialized Minimum Borrowing AvailabilityNote (the “Next Unissued Serialized Note”); provided that such segregated amount shall remain subject to the terms and conditions of such Revolving Note until a new serialized Minimum Borrowing Note is issued as set forth below. The U.S. Revolving Loan Next Unissued Serialized Note shall remain in book entry form until the balance thereunder shall equal the Minimum Borrowing Amount, at which time a new serialized Minimum Borrowing Note in the face amount equal to the Minimum Borrowing Amount will be repaid issued and registered as set forth in full on the Commitment Termination Date. If at any time Registration Rights Agreement (and the outstanding U.S. balance under the Revolving Loan (including Note shall at such time be correspondingly reduced in the Swing Line Loan and, if applicable, amount equal to the In-Season Overadvance) exceeds the U.S. Minimum Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur Amount as a result of the imposition issuance of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. new serialized Minimum Borrowing BaseNote).

Revolving Loans. (i1) Subject to the satisfaction of the terms and conditions hereofset forth herein and in reliance upon the representations and warranties set forth herein, each Lender agrees, severally and not jointly, to make available lend to U.S. Borrower from time the Second Amendment and Restatement Date to time until the Commitment Termination Expiry Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) the loans requested by U.S. BorrowerBorrower to be made by Lenders under this subsection 1.1(B), up to an aggregate maximum principal amount for all Lenders of $20,000,000 outstanding at any one time (as the same may be reduced from time to time hereunder, the "REVOLVING LOAN COMMITMENT") which may be used for general corporate and working capital purposes (i) to reimburse drawings under DOE Letters of Credit ("DOE WORKING CAPITAL LOANS") and (ii) other than for reimbursement of drawings under DOE Letters of Credit ("NON-DOE WORKING CAPITAL LOANS"). The Pro Rata Share outstanding principal amount of DOE Working Capital Loans, together with the U.S. Revolving Loan of any Lender (includingDOE Risk Participation Liability, without duplication, Swing Line Loans) shall not exceed at any time the greater of (a) $10,000,000 and (b) an amount, not exceeding $15,000,000, equal to 10% of Title IV funding received by the Borrower's Institution Subsidiaries for the fiscal year of the Borrower ending most recently prior to such time (the "DOE SUBLIMIT"). The outstanding principal amount of Non-DOE Working Capital Loans, together with the Non-DOE Risk Participation Liability, shall not exceed its separate at any time the amount by which the Revolving Loan CommitmentCommitment exceeds the DOE Sublimit (the "NON-DOE SUBLIMIT"). U.S. The Revolving Credit Loan made on the Second Amendment and Restatement Date shall not exceed $4,500,000 and only one Revolving Loan shall be made on the Second Amendment and Restatement Date. Advances or amounts outstanding under the Revolving Loan Commitment will be called "REVOLVING LOANS". Revolving Loans may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Expiry Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan andBorrower confirms that, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof immediately prior to the contrarySecond Amendment and Restatement Date, there are no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseLoans outstanding.

Revolving Loans. (A) Upon the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2, from and including the Closing Date and prior to the Termination Date, Lender agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars either as Floating Rate Loans or Fixed-Rate Loans in a Dollar Amount as the Borrower may from time to time request, (each individually, a “Revolving Loan” and, collectively, the “Revolving Loans”); provided, however, (i) at no time shall the Dollar Amount of the Revolving Credit Obligations exceed the Revolving Loan Availability, or (ii) shall the proceeds of any Revolving Loan made by Lender be used to make any payment (other than for accrued interest) redemption, repurchase, retirement, defeasance or other acquisition for value of any Borrower Subordinated Debt. The Revolving Loans shall be used by the Borrower for the purpose of refinancing existing debt and for working capital and general corporate purposes. Subject to the terms of this Agreement, the Borrower may borrow, repay and conditions hereof, each Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. reborrow Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not Loans at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time prior to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time The Revolving Loans made on the outstanding U.S. Revolving Loan Closing Date or on or before the third (including the Swing Line Loan and, if applicable, the In-Season Overadvance3rd) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes converted into Eurodollar Rate Loans in the criteria manner provided in Section 2.8 and subject to the other conditions and existing limitations therein set forth and set forth in Sections 1.7 or 1.8 which make less credit availablethis Article II and set forth in the definition of Interest Period. In all other casesRevolving Loans made after the third (3rd) Business Day after the Closing Date shall be, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to at the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share option of the U.S. Borrower, selected in accordance with Section 2.8, either Floating Rate Loans or Eurodollar Rate Loans. On the Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share Termination Date, the Borrower shall repay in full the outstanding principal balance of the U.S. Borrowing BaseRevolving Loans.

Revolving Loans. (i) Subject Each Lender with a Revolving Loan --------------- Commitment severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower one or both Borrowers (on a joint and several basis) from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount -------- of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto ------------ and the aggregate original amount of the Revolving Loan Commitments is $100,000,000; provided that the Revolving Loan Commitments of Lenders shall -------- be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided further, that the ---------------- amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loansreductions thereto made pursuant to subsections 2.4B(ii) shall not at any time exceed its separate and 2.4B(iii). Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Lender's -------- Revolving Loan Commitment shall expire immediately and without further action on January 15, 1999 if the Term Loans are not made on or before that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iv) may be repaid and reborrowed from time to time until but excluding the Revolving Loan Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. proceeds of each Revolving Loan shall be repaid made available to Borrowers as directed by either of them (with the proceeds to be used by one or both Borrowers as they may determine), it being understood and agreed that Borrowers shall be jointly and severally obligated with respect to each Revolving Loan for the repayment thereof and all amounts owing with respect thereto. Anything contained in full on this Agreement to the Commitment Termination Date. If contrary notwithstanding, in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available revolving loans (each such loan a "Revolving Loan") to U.S. Borrower Company in the applicable Designated Currency requested by Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date in an aggregate amount not exceeding its Pro Rata Share of advances (the aggregate amount of the Revolving Loan Commitments to be used in accordance with the terms of this Agreement. Notwithstanding the foregoing, each party hereto agrees that Company shall not request a “U.S. Revolving Credit Advance”) requested by U.S. BorrowerLoan, and no Lender shall make a Revolving Loan to Company, prior to January 5, 2007. The Pro Rata Share original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the original Revolving Loan Commitment Amount is $70,000,000; provided that the amount of the U.S. Revolving Loan Commitment of each Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4. Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and Company hereby agrees that all Revolving Loans and all other Obligations of Company shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(i) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitment Amount then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (ia)(i) Subject to the terms and conditions hereofset forth herein and in the Ancillary Agreements and so long as no Event of Default shall have occurred and be continuing, each Lender agrees, severally Laurus shall make revolving loans (the "Revolving Loans") to Company and not jointly, to make available to U.S. Borrower the Eligible Subsidiaries from time to time until during the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of Term which, in the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid good faith judgment deem proper and reborrowed necessary from time to time until (the Commitment Termination Date; provided, that "Reserves") and (y) an amount equal to the (I) Accounts Availability minus (II) the Reserves. The amount of any U.S. Revolving Credit Advance to be made derived at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall be repaid in full referred to as the "Formula Amount". Company and each Eligible Subsidiary shall jointly and severally execute and deliver to Laurus on the Commitment Termination Closing Date the Revolving Note and a Minimum Borrowing Note evidencing the Revolving Loans funded on the Closing Date. If at From time to time thereafter, Company and each Eligible Subsidiary shall jointly and severally execute and deliver to Laurus immediately prior to the final funding of each additional $500,000 tranche of Revolving Loans allocated to any time Minimum Borrowing Note issued after the outstanding U.S. Revolving Loan date hereof (including calculated on a cumulative basis for each such tranche) an additional Minimum Borrowing Note evidencing such tranche, substantially in the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result form of the imposition of Reserves or changes in Minimum Borrowing Note delivered by Company and each Eligible Subsidiary to Laurus on the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediatelyClosing Date. Notwithstanding any provision hereof anything herein to the contrary, no Lender (other than Agent with respect whenever during the Term the outstanding balance on the Revolving Note should equal or exceed $500,000 to the In-Season Overadvance) extent that the outstanding balance on the Minimum Borrowing Note shall be obligated less than $500,000 (the difference of $500,000 less the actual balance of the Minimum Borrowing Note, the "Available Minimum Borrowing"), such portion of the balance of the Revolving Note as shall equal the Available Minimum Borrowing shall be deemed to be simultaneously extinguished on the Revolving Note and transferred to, and evidenced by, the Minimum Borrowing Note. At the sole and absolute option of Laurus, Laurus shall have the right during the period commencing on the Closing Date and ending on the date which is 270 days following the Closing Date to make an additional loan to and/or investment in the Company and/or any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share all Eligible Subsidiaries in an aggregate amount of up to forty percent (40%) of the U.S. Revolving Loan exceeds or would exceed Total Investment Amount on the same terms and at the same conversion price set forth herein and in this Agreement and the Ancillary Agreements. In connection with any such Lender’s Pro Rata Share additional loan and/or investment, each of Company and the U.S. Borrowing BaseEligible Subsidiaries shall execute all such documents, instruments and agreements necessary to evidence the same.

Revolving Loans. (i) Subject From and including the Closing Date and prior to the Revolving Loan Termination Date, upon the satisfaction of the conditions precedent set forth in Sections 4.1, 4.2 and 4.3, as applicable, each Lender severally and not jointly agrees, on the terms and conditions hereof, each Lender agrees, severally and not jointlyset forth in this Agreement, to (i) make available Revolving Loans to U.S. Borrower the Borrowers in Agreed Currencies from time to time until and (ii) participate in Facility LCs issued upon the Commitment Termination Date its Pro Rata Share request of advances (the Borrowers, in each a “U.S. case in Dollar Amounts not to exceed in the aggregate such Lender's Revolving Credit Advance”) requested by U.S. Borrower. The Loan Pro Rata Share of the U.S. Available Aggregate Revolving Loan Commitment; provided that (i) at no time shall the Aggregate Outstanding Revolving Credit Exposure hereunder exceed the Aggregate Revolving Loan Commitment, (ii) all Floating Rate Loans shall be made in Dollars, and (iii) at no time shall the aggregate outstanding Dollar Amount of any all Revolving Loans denominated in Agreed Currencies other than Dollars exceed $50,000,000. Unless the Borrowers have delivered to the Agent an Indemnification Letter on or before the third (3rd) Business Day prior to the Closing Date with respect to all Revolving Loans requested to be made as Eurocurrency Advances on the Closing Date or on or before the third (3rd) Business Day thereafter, the Revolving Loans made on the Closing Date or on or before the third (3rd) Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurocurrency Loans in the manner provided in Section 2.8 and subject to the other conditions and limitations therein set forth and set forth in this Article II and set forth in the definition of Interest Period. Revolving Loans made after the third (3rd) Business Day after the Closing Date shall be, at the option of the applicable Borrower, selected in accordance with Section 2.8, either Floating Rate Loans or Eurocurrency Loans. Each Advance under this Section 2.2 shall consist of Revolving Loans made by each Lender (includingratably in proportion to such Lender's respective Revolving Loan Pro Rata Share. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.24. Subject to the terms of this Agreement, without duplicationthe Borrowers may borrow, Swing Line Loans) shall not repay and reborrow Revolving Loans at any time exceed its separate prior to the Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time On the Revolving Loan Termination Date, the commitment of each Lender to lend hereunder shall automatically expire and the Borrowers shall repay in full the outstanding U.S. principal balance of the Revolving Loan (including the Swing Line Loan and, if applicableLoans. Additionally, the In-Season Overadvance) exceeds Borrowers shall make the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized mandatory prepayments prescribed in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseSection 2.4.

Revolving Loans. (i) Subject to the terms and conditions hereofof this Agreement, each the Lender agrees, severally and not jointly, agrees to make available Advances to U.S. Borrower the Borrowers 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 a “U.S. up to but not exceeding the Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (includingCommitment, without duplicationPROVIDED, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; providedhowever, that the amount Lender will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan Default has occurred and is continuing or (including the Swing Line Loan and, if applicable, the In-Season Overadvanceii) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Lender has accelerated the maturity of the Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur Note as a result of an Event of Default; PROVIDED further, however, that immediately after giving effect to each such Advance, the imposition principal amount of Reserves or changes Revolving Credit Outstandings plus Letter of Credit Outstandings shall not exceed the Revolving Credit Commitment. Within such limits, the Borrowers may borrow, repay and reborrow under 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 (y) no Revolving Loan that is a Eurodollar Rate Loan shall be made which has an Interest Period that extends beyond the Stated Termination Date and (z) each Revolving Loan that is a Eurodollar Rate Loan may, subject to the provisions of SECTION 2.6, 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 4.5. Notwithstanding the foregoing, the sum of outstanding Revolving Loans made to and Letters of Credit issued for the benefit of TTI and WFI, and in the criteria set forth in Sections 1.7 case of Letters of Credit those issued for the benefit of any Subsidiary of TTI or 1.8 which make less credit available. In all other casesWFI, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, shall at no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would time exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base$5,000,000.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available revolving loans (each such loan a “Revolving Loan”) to U.S. the Borrower in Dollars from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date in an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. the aggregate amount of the Revolving Credit Advance”) requested by U.S. BorrowerLoan Commitments to be used in accordance with the terms of this Agreement. The Pro Rata Share original amount of each Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the original Revolving Loan Commitment Amount is $245,000,000; provided that (i) the Revolving Loan Commitment Amount may be increased pursuant to subsection 2.10 hereof and (ii) the amount of the U.S. Revolving Loan Commitment of each Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 9.1B and shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4. Each Lender’s Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and the Borrower hereby agrees that all Revolving Loans and all other Obligations of the Borrower shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(i) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitment Amount then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointly--------------- limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date Date, Revolving Loans, to be used for the purposes identified in subsection 2.5C, provided that after giving effect to such Loans its Revolving Loan Exposure shall not exceed its Pro Rata Share of advances (each a “U.S. the aggregate amount of the Revolving Credit Advance”) requested by U.S. BorrowerLoan Commitments. The Pro Rata Share amount of each Lender's Revolving Loan Commitment on the Restatement Effective Date is set forth opposite its name in Schedule 2.1 annexed ------------ hereto and the aggregate amount of the U.S. Revolving Loan Commitments on the Restatement Effective Date is $50,000,000 less the aggregate amount of the Local Lines of Credit; provided that the Revolving Loan Commitments of the -------- Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; provided further that the amount of the Revolving Loan Commitments -------- ------- shall be reduced from time to time by the amount of any Lender (includingreductions thereto made pursuant to subsection 2.4C; and provided further that the amount of -------- ------- the Revolving Loan Commitments may be adjusted in accordance with subsection 2.9. Each Lender's Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed, without duplicationsubject to the limitations and conditions set forth herein, Swing Line Loans) to but excluding the Revolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the contrary, in no event shall not the Total Utilization of Revolving Loan Commitments at any time exceed its separate the Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid Commitments then in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject to the satisfaction of the terms and conditions hereofset forth herein and in reliance upon the representations and warranties of Borrower set forth herein, each Lender agrees, severally and not jointly, to make available lend to U.S. Borrower from time to time until from the Commitment Termination Original Closing Date to the Expiry Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) the loans requested by U.S. Borrower. The Pro Rata Share , to be made by Lenders under this SUBSECTION 1.1(B), up to an aggregate maximum for all Lenders of $50,000,000 (as the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances same may be repaid and reborrowed reduced from time to time until hereunder, the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. "Revolving Loan Commitment"). Advances or amounts outstanding under the Revolving Loan Commitment will be called "Revolving Loans". On the Effective Date, the outstanding balance of the Prior Revolving Loan (after giving effect to the New Related Transactions) shall be repaid in full on with a portion of the proceeds of the Permanent Subordinated Debt (without any permanent reduction of the Revolving Loan Commitment). Revolving Loans may be repaid and reborrowed. The "Maximum Revolving Loan Balance" at any time will be equal to the Revolving Loan Commitment Termination Dateat such time less outstanding Risk Participation Liability at such time. If at any time the outstanding U.S. Revolving Loans exceed the Maximum Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”)Balance, Lenders shall not be obligated to make U.S. Revolving Credit Advances Loans and no additional issue Lender Letters of Credit shall be issued. The U.S. and Risk Participation Agreements, and Revolving Loan Loans must be repaid and/or Letters of Credit cash collateralized immediately, in an amount sufficient to eliminate any such U.S. Overadvance excess. Revolving Loans may be requested in any amount with one (a “U.S. Pay Down”1) Business Day prior notice required for amounts greater than $5,000,000. For amounts less than $5,000,000, written or telephonic notice must be provided by noon CST on the day on which the Loan is to be made. All LIBOR Loans require three (3) Business Days notice. All Loans requested telephonically must be confirmed in writing within 15 days following notice by twenty-four (24) hours. All such written requests or confirmations shall be in the form of EXHIBIT 1.1(B). Neither Agent nor any Lender shall incur any liability to Borrower Representative for acting upon any telephonic notice that such U.S. Overadvance Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrower, which officer or other person has occurred been designated by Borrower to Agent in advance by an incumbency certificate or will occur other written notice. Assuming timely delivery of a Revolving Loan advance request by Borrower as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other casesabove, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to each advance under the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) Revolving Loans shall be obligated deposited in immediately available funds by 3:00 CST on the proposed Funding Date to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseaccount as Borrower may from time to time designate to Agent in writing.

Revolving Loans. (i) Subject Each Lender hereby severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available Revolving Loans to U.S. each Domestic Borrower from time to time until during the period from and including the Closing Date to but excluding the Revolving Loan Commitment Termination Date in an aggregate amount in Dollars at any one time outstanding not exceeding its Pro Rata Share of advances (each a “U.S. the aggregate amount of the Revolving Credit Advance”) requested by U.S. BorrowerLoan Commitments to such Domestic Borrower to be used for the purposes identified in subsections 2.5A and 2.5B, including, at such times as an Existing Senior Notes Redemption Sublimit shall exist, subject to the limitations on the use of proceeds of Revolving Loans to be made pursuant to such sublimit. The Pro Rata Share original amount of each Lender's Revolving Loan Commitment to each Domestic Borrower is set forth opposite its name on SCHEDULE A annexed hereto and the aggregate original amount of the U.S. Revolving Loan Commitments to all Domestic Borrowers is $3,000,000,000; PROVIDED that the Revolving Loan Commitments of Lenders to each Domestic Borrower shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.2; and PROVIDED, FURTHER that the amount of the Revolving Loan Commitments to each Domestic Borrower shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. In no event shall the aggregate principal amount of the Revolving Loans to any Domestic Borrower from any Lender (including, without duplication, Swing Line Loans) shall not outstanding at any time exceed its separate Revolving Loan CommitmentCommitment to such Domestic Borrower then in effect. U.S. Each Lender's Revolving Credit Advances Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, (A) the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall (i) the Total Utilization of Revolving Loan Commitments at any time exceed (ii) the outstanding U.S. Revolving Loan Commitments then in effect and (including B) the Swing Line Loan and, if applicable, Revolving Loans to any Domestic Borrower and the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan Commitments to any Domestic Borrower shall be subject to the limitation that in no event shall (including i) any Domestic Borrower's Total Utilization of Revolving Loan Commitments at any time exceed (ii) the Swing Line Revolving Loan but excluding, if applicable, Commitments to such Domestic Borrower then in effect. Revolving Loans (other than (y) Revolving Loans made for the In-Season Overadvance) exceeds purpose of reimbursing any Issuing Lender for the U.S. Borrowing Base (such excess, amount of a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters drawing honored under a Letter of Credit issued by it, which shall be issued. The U.S. in the amount of such drawing so honored, or (z) Revolving Loan must Loans made for the purpose of repaying the Domestic Overdraft Amount, which shall be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof equal to the contrary, no Lender (other than Agent with respect to the In-Season OveradvanceDomestic Overdraft Amount) made on any Funding Date shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share in an aggregate minimum amount of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share $5,000,000 and integral multiples of the U.S. Borrowing Base$1,000,000, in excess of that amount.

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the Commitment Termination period from the first Business Day after the Effective Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of up to but excluding the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the an aggregate amount of any U.S. not exceeding such Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. aggregate amount of the then available Revolving Loan exceeds or would exceed Commitments, all such LenderLoans to be used for the purposes identified in Section 2.5(a). The original amount of each Revolving Xxxxxx’s Pro Rata Share Revolving Loan Commitment is set forth opposite its name on a schedule held by Administrative Agent and the original Revolving Loan Commitment Amount is $150,000,000; provided that the amount of the U.S. Borrowing BaseRevolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to Section 9.1(b) and shall be reduced from time to time by the amount of any reductions thereto made pursuant to Section 2.4. Each Revolving Xxxxxx’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this Section 2.1(a)(ii) may be repaid and reborrowed up to but excluding the Revolving Loan Commitment Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitment Amount then in effect.

Revolving Loans. (i) Subject Each Lender having a Revolving Loan --------------- Commitment severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the Commitment Termination period from the Effective Date to but excluding June 30, 2002 an aggregate amount which when aggregated with any outstanding Existing Loans of the Lender that are Revolving Loans, shall not exceed its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5D. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the ------------ Revolving Loan Commitments is $25,000,000; provided that the Revolving Loan -------- Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further that the amount of the Revolving Loan Commitments shall -------- ------- be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4B. Each Lender's Revolving Loan CommitmentCommitment shall expire on June 30, 2002 and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iv) may be repaid and reborrowed from time to time until but excluding June 30, 2002. Anything contained in this Agreement to the Commitment Termination Date; provided, that contrary notwithstanding in no event shall the amount Total Utilization of any U.S. Revolving Credit Advance to be made Loan Commitments at any time shall not exceed U.S. Borrowing Availability. The U.S. the Revolving Loan shall be repaid Commitments then in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.effect;

Revolving Loans. (i) Subject Each Revolving Lender severally --------------- agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Revolving Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount ------------ of the Revolving Loan Commitments is $110,000,000; provided that -------- the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further -------- ------- that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4. Each Revolving Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Revolving Lender's Revolving -------- Loan Commitment shall expire immediately and without further action on June 30, 2001 if the Term Loans and the initial Revolving Loans are not made on or before that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time Anything contained in this Agreement to the outstanding U.S. contrary notwithstanding, the Revolving Loans and the Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit Commitments shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient subject to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days the following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes limitations in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.amounts indicated:

Revolving Loans. (iA) Subject Upon the satisfaction of the conditions precedent set forth in Sections 5.1, 5.2 and 5.3, as applicable, from and including the Closing ------------ --- --- Date and prior to the Termination Date, each Lender severally and not jointly agrees, on the terms and conditions hereof, each Lender agrees, severally and not jointlyset forth in this Agreement, to make available revolving loans to U.S. the Borrower from time to time, in Dollars or Eurocurrency Rate Loans in any Agreed Currency, in a Dollar Amount not to exceed such Lender's Pro Rata Share of Revolving Credit Availability at such time until (each individually, a "Revolving Loan" and, collectively, the Commitment Termination Date "Revolving Loans"); provided, however, at no time shall the Dollar Amount -------- ------- of the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment; provided, further, that at no time shall the Dollar Amount of -------- ------- any Lender's Revolving Loans and its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time , Alternate Currency Loans, Letters of Credit, L/C Drafts and unreimbursed drawings exceed its separate such Lender's Revolving Loan Commitment. U.S. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made Loans at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on prior to the Commitment Termination Date. If at any time The Revolving Loans made on the outstanding U.S. Revolving Loan Closing Date or on or before the third (including the Swing Line Loan and, if applicable, the In-Season Overadvance3rd) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes converted into Eurocurrency Rate Loans in the criteria manner provided in Section 2.9 and subject to the other conditions ----------- and limitations therein set forth and set forth in Sections 1.7 this Article II and set ---------- forth in the definition of Interest Period. Revolving Loans made after the third (3rd) Business Day after the Closing Date shall be, at the option of the Borrower, selected in accordance with Section 2.9, either Floating Rate ----------- Loans or 1.8 which make less credit availableEurocurrency Rate Loans. In all other casesOn the Termination Date, such U.S. Pay Down must occur immediatelythe Borrower shall repay in full the outstanding principal balance of the Revolving Loans. Notwithstanding any provision hereof Each Advance under this Section 2.1 shall consist of Revolving Loans ----------- made by each Lender ratably in proportion to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s 's respective Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseShare.

Revolving Loans. (iEach Revolving Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to lend to Domestic Borrowers, on a joint and several basis, from time to time during the period from the Closing Date to, but excluding, the Revolving Loan Commitment Termination Date an aggregate amount in Dollars not exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A. The original amount of each Revolving Lender’s Revolving Loan Commitment as of the Closing Date is set forth on Schedule 2.1 and the aggregate original amount of the Revolving Loan Commitments is $250,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B, shall be increased from time to time by the amount of any increase thereto pursuant to subsection 2.1A(iv), and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4. Each Revolving Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(i) Subject may, subject to the terms and conditions hereofherein, each Lender agrees, severally be repaid and not jointly, reborrowed to make available to U.S. Borrower from time to time until but excluding the Revolving Loan Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Date. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of Loans and the U.S. Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of any Lender (including, without duplication, Swing Line Loans) shall not Revolving Loan Commitments at any time exceed its separate the Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid Commitments then in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject to the terms and conditions hereofset forth herein, (i) pursuant to the Domestic Commitments, each Domestic Lender agrees, hereby severally and not jointly, jointly agrees to make available revolving loans (each a "DOMESTIC LOAN") to U.S. Borrower the Domestic Borrowers from time to time until on any Business Day during the Commitment period from the Closing Date to the Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Date, in an amount not to exceed such Domestic Lender's Pro Rata Share of the U.S. Revolving Availability under the Domestic Facility at such time, provided, however, no such Loan shall be required to be made if, after giving effect thereto, (A) the aggregate Credit Facility Outstandings owed by the Domestic Borrowers under the Domestic Facility exceed the Maximum Credit Amount for the Domestic Facility at such time, or (B) the aggregate Credit Facility Outstandings owing to such Domestic Lender and its Affiliates (after giving effect to any participations purchased by and from such Persons under SECTION 2.02(e)(ii) and funded by such Persons under SECTION 2.03) under all Credit Facilities would exceed the aggregate Commitment of any such Persons with respect to all Credit Facilities, and (ii) pursuant to the Multicurrency Commitments, each Multicurrency Lender hereby agrees to make revolving loans (includingeach a "MULTICURRENCY LOAN" and, without duplicationtogether with the Domestic Loans, Swing Line Loansthe "REVOLVING LOANS") shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed to the Multicurrency Borrowers from time to time until on any Business Day during the Commitment period from the Closing Date to the Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof converted to the contrary, no Lender (other than Agent with respect Dollar Equivalent thereof) not to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if exceed such Multicurrency Lender’s 's Pro Rata Share of the U.S. Availability under the Multicurrency Facility at such time, provided, however, no such Loan shall be required to be made if, after giving effect thereto, (A) the aggregate Credit Facility Outstandings owed by the Multicurrency Borrowers under the Multicurrency Facility exceed the Maximum Credit Amount for the Multicurrency Facility at such time, (B) the aggregate Credit Facility Outstandings owing to such Multicurrency Lender and its Affiliates (after giving effect to any participation purchased by and from such Persons under SECTION 2.02(e)(ii) and 2.03) under all Credit Facilities would exceed the aggregate Commitment of such Persons with respect to all Credit Facilities, (C) the aggregate Credit Facility Outstandings owed by the Multicurrency Borrowers under the Multicurrency Facility which are denominated in Euros would exceed the Maximum Credit Amount for the Euro Subfacility, and (D) the aggregate Credit Facility Outstandings owed by the Multicurrency Borrowers under the Multicurrency Facility which are denominated in Sterling would exceed the Maximum Credit Amount for the Sterling Subfacility. All Revolving Loans comprising the same Borrowing hereunder shall be made by the Domestic Lenders or the Multicurrency Lenders, as the case may be, simultaneously and proportionately to their then respective Pro Rata Shares of the applicable Credit Facility. Subject to the provisions hereof, any Borrower may repay any outstanding Revolving Loan exceeds or would exceed on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this SECTION 2.01(a) at the time of such Lender’s Pro Rata Share Borrowing, until the Termination Date. Each Borrowing of Domestic Loans shall be in Dollars, and each Borrowing of Multicurrency Loans shall be denominated in a single Specified Foreign Currency. Each Borrowing of Revolving Loans shall be in an aggregate minimum amount of $1,000,000 for Floating Rate Loans (and in intervals of $1,000,000 in excess thereof), $7,500,000 for Fixed Rate Loans under the Domestic Credit Facility (and in intervals of $1,000,000 in excess thereof), and $5,000,000 for Fixed Rate Loans under the Multicurrency Credit Facility (and in intervals of the U.S. Borrowing BaseDollar Equivalent of $1,000,000 in excess thereof).

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available purchase and assume from Administrative Agent on the Effective Date Revolving Loan Commitments and Revolving Loans in, and to U.S. lend to Borrower from time to time until from and after the Effective Date to but excluding the Revolving Loan Commitment Termination Date Date, an aggregate amount not exceeding its Pro Rata Share of advances (the aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsections 2.5A and 2.5B. The original amount of each a “U.S. Revolving Credit Advance”) requested Lender’s Revolving Loan Commitment will be set forth in an allocation letter delivered to such Lender by U.S. BorrowerAdministrative Agent. The Pro Rata Share aggregate original amount of the U.S. Revolving Loan Commitments is $50,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to (1) any increase in Revolving Loan Commitments pursuant to subsection 2.1A(iii), and (2) any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4B. Each Lender’s Revolving Loan CommitmentCommitment shall expire immediately and without further action on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (ia) Upon the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2, as applicable, from and including the Closing Date and prior to the Termination Date, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in an Agreed Currency, in a Dollar Amount not to exceed such Lender's Revolving Loan Pro Rata Share of Revolving Credit Availability at such time (each individually, a "REVOLVING LOAN" and, collectively, the "REVOLVING LOANS"); provided, however, at no time shall the Dollar Amount of the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment; provided, further, however, that upon giving effect to each Advance, the aggregate outstanding principal Dollar Amount of all Advances and L/C Obligations in Agreed Currencies other than Dollars shall not exceed the Maximum Eurocurrency Amount Revolving Loans at any time prior to the Termination Date; provided, further, however, that upon giving effect to each Advance, the aggregate outstanding principal Dollar Amount of all Advances and L/C Obligations in (x) Pounds Sterling shall not exceed $15,000,000 or (y) Australian Dollars shall not exceed $5,000,000. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Termination Date. Subject to the terms and conditions hereof, each Lender agreesduring the term of this Agreement, severally and not jointly, the Alternate Currency Bank hereby agrees to make available Alternate Currency Loans to U.S. the Alternate Currency Borrowers pursuant to the applicable Alternate Currency Addenda as the applicable Alternate Currency Borrower may from time to time until request pursuant to Section 2.21 and the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. BorrowerApplicable Currency Addenda. The Pro Rata Share of Revolving Loans made on the U.S. Revolving Loan of any Lender Closing Date or on or before the third (including, without duplication, Swing Line Loans3rd) Business Day thereafter shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances initially be Floating Rate Loans and thereafter may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance continued as Floating Rate Loans or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes converted into Eurocurrency Rate Loans in the criteria manner provided in Section 2.10 and subject to the other conditions and limitations therein set forth and set forth in Sections 1.7 this Article II and set forth in the definition of Interest Period. Revolving Loans made after the third (3rd) Business Day after the Closing Date shall be, at the option of the Borrower, selected in accordance with Section 2.10, either Floating Rate Loans or 1.8 which make less credit availableEurocurrency Rate Loans. In all other casesOn the Termination Date, such U.S. Pay Down must occur immediatelythe Borrower shall repay in full the outstanding principal balance of the Revolving Loans. Notwithstanding any provision hereof Each Advance under this Section 2.2 shall consist of Revolving Loans made by each Lender ratably in proportion to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s 's respective Revolving Loan Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseShare.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from three days after the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is up to $50,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loansreductions thereto made pursuant to subsections 2.4B(ii) shall not at any time exceed its separate and 2.4B(iii). Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on October 30, 1998 if the Term Loans are not made on or before that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. the aggregate amount of the Revolving Credit Advance”) requested by U.S. BorrowerLoan Commitments to be used for the purposes identified in Subsection II.E.1. The Pro Rata Share aggregate original amount of the U.S. Revolving Loan Commitments is $100,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to Subsection X.A.2 and shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to Subsection D; and provided further that the Revolving Loan CommitmentCommitments of Lenders shall be adjusted to give effect to (1) any assignments of the Revolving Loan Commitments pursuant to Subsection 10.1B, and (2) any increase in Revolving Loan Commitments pursuant to Subsection II.A.c. U.S. Each Lender's Revolving Credit Advances Loan Commitment shall expire immediately and without further action on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Revolving Lender's Revolving Loan Commitment shall expire immediately and without further action on May 31, 2003 if the Tranche B Term Loans have not been made on or before that date. Amounts borrowed under this Subsection II.A.b may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject to the terms and conditions hereofof this Agreement, each Lender severally agrees, severally and not jointlysubject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower the Company from time to time until during the Commitment period from the time of Closing on the Closing Date to but excluding the Revolving Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (the aggregate amount of the Revolving Loan Commitments to be used for the purposes identified in subsection 7.12; provided that the aggregate amount of Revolving Loans made on the Closing Date shall not exceed $5,000,000; and provided further that for at least 30 consecutive days during each a “U.S. period beginning each December 31 and ending the following March 31, the sum of the Effective Amount of all Revolving Credit Advance”) requested by U.S. BorrowerLoans plus the Effective Amount of all L/C Obligations shall not exceed at any time the Revolving Clean-Down Amount. The Pro Rata Share original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.01 annexed hereto and the aggregate original amount of the U.S. Revolving Loan Commitments is $25,000,000; provided that the Revolving Loan Commitments of the Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 11.08; and provided, further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (includingreductions thereto made pursuant to Section 2.05. Each Lender's Revolving Loan Commitment shall expire on the Revolving Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving Loan Commitment shall expire immediately and without further action on November 14, without duplication1997 if the Closing Date Term Loans and the initial Revolving Loans are not made on or before that date, Swing Line provided, however, that, after giving effect to any Borrowing of Revolving Loans) , the Effective Amount of all outstanding Revolving Loans and the Effective Amount of all L/C Obligations, shall not at any time exceed its separate the combined Revolving Loan Commitments; and provided further, that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all L/C Obligations shall not at any time exceed such Lender's Revolving Loan Commitment. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.01(c) may be repaid and reborrowed from time to time until but excluding the Commitment Revolving Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.

Revolving Loans. (i) Subject to the terms and conditions hereofset forth herein, each Lender agrees, severally and not jointly, agrees to make available loans (each such loan, a “Revolving Loan”) to U.S. Borrower RJF in Dollars from time to time until on any Business Day during the Commitment Termination Date its Pro Rata Share Availability Period in an aggregate amount not to exceed at any time outstanding the amount of advances such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans by RJF, (each a “U.S. i) the Total Revolving Credit Advance”Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) requested by U.S. Borrower. The Pro Rata Share the Total Revolving Outstandings to RJF shall not exceed the RJF Sublimit, (iii) the aggregate Outstanding Amount of the U.S. Revolving Loan Loans of any Lender (including, without duplication, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans) Loans shall not at exceed such Lender’s Commitment and (iv) the Outstanding Amount of Revolving Loans of any time Swing Line Lender plus the aggregate Outstanding Amount of Swing Line Loans made by such Swing Line Lender shall not exceed its separate Revolving Loan such Swing Line Lender’s Commitment. U.S. Within the limits of each Lender’s Revolving Credit Advances Commitment, and subject to the other terms and conditions hereof, RJF may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans to RJF may be repaid Base Rate Loans or Eurodollar Rate Loans, or a combination thereof, as further provided herein, provided, however, all Borrowings by RJF made on the Closing Date shall be made as Base Rate Loans, unless a funding indemnity letter in form and reborrowed substance reasonably satisfactory to the Administrative Agent is received at least three Business Days prior to the Closing Date (along with the applicable Loan Notice). (ii) Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans to RJA in Dollars from time to time until on any Business Day during the Commitment Termination DateAvailability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the amount of any U.S. Total Revolving Credit Advance to be made at any time Outstandings shall not exceed U.S. Borrowing Availability. The U.S. the Aggregate Revolving Loan shall be repaid in full on Commitments, (ii) the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result aggregate Outstanding Amount of the imposition Revolving Loans of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if plus such Lender’s Pro Rata Share Applicable Percentage of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share Outstanding Amount of the U.S. Borrowing Base.all Swing Line Loans 23 CHAR1\1635542v6

Revolving Loans. (A) Upon the satisfaction of the conditions precedent set forth in Sections 5.1, 5.2 and 5.3, as applicable, from and including the Closing Date and prior to the Termination Date, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Syndicated Borrowers from time to time, in Dollars or Eurocurrency Loans in any Agreed Currency, in a Dollar Amount not to exceed such Lender's Pro Rata Share of Revolving Credit Availability at such time (each individually, a "REVOLVING LOAN" and, collectively, the "REVOLVING LOANS"); provided, however, at no time shall (i) the Dollar Amount of the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment or (ii) the Dollar Amount of the Revolving Loans denominated in Agreed Currencies other than Dollars, when aggregated with the Dollar Amount of all Alternate Currency Loans, exceed the Foreign Currency Sublimit. Subject to the terms of this Agreement, the Syndicated Borrowers may borrow, repay and conditions hereof, each Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. reborrow Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not Loans at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time prior to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time The Revolving Loans made on the outstanding U.S. Revolving Loan Closing Date or on or before the third (including the Swing Line Loan and, if applicable, the In-Season Overadvance3rd) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes converted into Eurocurrency Rate Loans in the criteria manner provided in Section 2.9 and subject to the other conditions and limitations therein set forth and set forth in Sections 1.7 this Article II and set forth in the definition of Interest Period. Revolving Loans made after the third (3rd) Business Day after the Closing Date shall be, at the option of the Company, selected in accordance with Section 2.9, either Floating Rate Loans or 1.8 which make less credit availableEurocurrency Rate Loans. In all other casesOn the Termination Date, such U.S. Pay Down must occur immediatelythe Syndicated Borrowers shall repay in full the outstanding principal balance of the Revolving Loans. Notwithstanding any provision hereof Each Advance under this Section 2.1 shall consist of Revolving Loans made by each Lender ratably in proportion to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s 's respective Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseShare.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointly--------------- limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the ------------ Revolving Loan Commitments is $45,000,000; provided that the Revolving Loan -------- Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further that the amount of the Revolving Loan Commitments shall -------- ------- be reduced from time to time by the amount of any Lender (includingreductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii). Each Lender's Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Lender's Revolving -------- Loan Commitment shall expire immediately and without further action on November 14, without duplication, Swing Line Loans) 1997 if the Closing Date shall not at any time exceed its separate Revolving Loan Commitmenthave occurred on or before that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Business Day immediately succeeding the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Revolving Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $120,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 11.1B; and provided further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loansreductions thereto made pursuant to subsections 2.4B(ii) shall not at any time exceed its separate and 2.4B(iii). Each Revolving Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Revolving Lender's Revolving Loan Commitment shall expire immediately and without further action on the earlier of the date of consummation of the IPO and November 15, 1996 if the Term Loans are not made on or before such earlier date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject to the terms and conditions hereof, each Each Revolving Lender agrees, severally and not jointlyjointly agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company Revolving Loans from time to time until during the period from the Effective Date to but excluding the Revolving Loan Commitment Termination Date with respect to its Revolving Loan Commitment, an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. the aggregate amount of the Revolving Credit Advance”) requested by U.S. BorrowerLoan Commitments. Proceeds of the Revolving Loans will be used for the purposes identified in subsection 2.5(B). The original amounts of each Revolving Lender’s Extended Revolving Loan Commitment and Non-Extended Revolving Loan Commitment (after giving effect to the Amendment No. 2 and Loan Modification Agreement), as applicable, are set forth opposite its name on Schedule 2.1 annexed hereto and the Revolving Loan Commitment Amount as of the Amendment No. 2 Effective Date is equal to the Base Revolving Amount; provided that the amounts of the Revolving Loan Commitments of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitments pursuant to subsection 10.1(B) and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4 and shall be increased from time to time by the amount of any increases thereto made pursuant to subsection 2.1(A)(iii). For the avoidance of doubt, all Revolving Loans will be made by all Revolving Lenders (in each case including all Extended Revolving Lenders and Non-Extended Revolving Lenders) in accordance with their Pro Rata Share (determined, in the case of any Revolving Lender, on the basis of the U.S. aggregate amount of its Revolving Loan Commitment as a percentage of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate the Revolving Loan CommitmentCommitment Amount), until the Non-Extended Revolving Loan Commitment Termination Date; thereafter all Revolving Loans will be made by all Extended Revolving Lenders in accordance with their Pro Rata Share. U.S. Each Non-Extended Revolving Credit Advances Lender’s Non-Extended Revolving Loan Commitment shall expire on the Non-Extended Revolving Loan Commitment Termination Date and all Non-Extended Revolving Loans and all other amounts owed hereunder with respect to the Non-Extended Revolving Loans and the Non-Extended Revolving Loan Commitments shall be paid in full no later than that date. Each Extended Revolving Lender’s Extended Revolving Loan Commitment shall expire on the Extended Revolving Loan Commitment Termination Date, and all Extended Revolving Loans and all other amounts owed hereunder with respect to the Extended Revolving Loans and the Extended Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1(A)(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. applicable Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitment Amount then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject Each Revolving Loan Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $25,000,000; provided that the Revolving Loan Commitments of Revolving Loan Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loansreductions thereto made pursuant to subsections 2.4B(ii) shall not at any time exceed its separate and 2.4B(iii). Each Revolving Loan CommitmentLender's Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Revolving Loan Lender's Revolving Loan Commitment shall expire immediately and without further action on December 31, 1998 if the initial Term Loans are not made on or before that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, each Lender agrees, severally and not jointly, to make available lend to U.S. Borrower from time to time until during the Commitment Termination period from the Closing Date to but excluding the Expiry Date, its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed based on its separate Revolving Loan Commitment. U.S. ) of the Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination DateLoans; provided, however, that the aggregate amount of any U.S. Revolving Credit Advance to be made Loans of a Lender outstanding at any time shall not exceed U.S. Borrowing Availabilitysuch Lender's Revolving Loan Commitment. The U.S. aggregate amount of all Revolving Loan Commitments shall be $24,000,000 as the same may be reduced from time to time pursuant to the terms of this Agreement, with any such reduction to be applied to the Revolving Loan Commitments of the Lenders based on their Pro Rata Share of such Commitments. Amounts borrowed under this subsection 2.1(C) may be repaid in full on the Commitment Termination Date. If and reborrowed at any time prior to the outstanding U.S. Expiry Date. No Lender shall have any obligation to make advances under this subsection 2.1(C) to the extent any requested advance would cause such Lender's Pro Rata Share (based on its Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season OveradvanceCommitment) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition principal balance of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof Revolving Loans then outstanding to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if exceed such Lender’s 's Pro Rata Share of the U.S. Maximum Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share Amount; PROVIDED that, (1) Requisite Lenders may, in their sole discretion, elect from time to time to make Revolving Loans in excess of the U.S. Borrowing BaseMaximum Revolving Loan Amount so long as such Revolving Loans, together with the then outstanding principal balance of the Revolving Loans do not exceed the lesser of (i) the Maximum Revolving Loan Amount plus $2,000,000, or (ii) the aggregate amount of Lenders' Revolving Loan Commitments, and the outstanding principal balance of all Revolving Loans does not exceed the Maximum Revolving Loan Amount for more than 90 days during any period of 180 consecutive days, and, (2) PROVIDED further, that Agent may, in its sole discretion, elect from time to time to make Revolving Loans in excess of a Maximum Revolving Loan Amount so long as such Revolving Loans, together with the then outstanding principal balance of the Revolving Loans do not exceed the lesser of (i) the Maximum Revolving Loan Amount plus $250,000, or (ii) the aggregate amount of Lenders' Revolving Loan Commitments and the outstanding principal balance of all Revolving Loans does not exceed the Maximum Revolving Loan Amount for more than ninety (90) days during any period of 180 consecutive days. If Revolving Loans in excess of the Maximum Revolving Loan Amount are made pursuant to the approval of the Requisite Lenders or by Agent as set forth in the proviso to the preceding sentence, then for purposes of this SUBSECTION 2.1(C), (i) the Maximum Revolving Loan Amount shall be deemed increased by such amount but only for so long as the Requisite Lenders allow such Revolving Loans to be outstanding, and (ii) all Lenders with Revolving Loan Commitments and not just the Lenders with Revolving Loan Commitments voting to make such Loans, or Agent, as the case may be, shall be bound to make such Revolving Loans in accordance with the terms of this Agreement.

Revolving Loans. (i) Subject to the terms and conditions hereof, each Each Revolving Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) of Revolving Loans requested by U.S. BorrowerBorrower hereunder. The Pro Rata Share of the U.S. Revolving Loan of any Revolving Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Datereborrowed; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing AvailabilityAvailability at such time. The U.S. Borrowing Availability may be further reduced by Reserves imposed by Agent in accordance with this Agreement. All Revolving Loan Loans shall be repaid in full on the Commitment Termination Date. If Borrower shall execute and deliver to each Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each note shall be in the principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(a)(i) (each a “Revolving Note” and, collectively, the “Revolving Notes”). Other than pursuant to Section 1.1(a)(ii), if at any time the outstanding U.S. Borrowing Availability is less than $0 (Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Loans that result in such Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a Availability deficiency are herein referred to collectively as “U.S. OveradvanceOveradvances”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and Advances, no additional Letters of Credit shall be issued. The U.S. issued and, except as provided in Section 1.1(a)(ii) below, Revolving Loan Loans must be repaid and/or immediately and Letters of Credit cash collateralized in an amount sufficient to eliminate any Overadvances. All Overadvances shall constitute Index Rate Loans and shall bear interest at the Default Rate. Revolving Loans which are Index Rate Loans may be requested in any amount with one (1) Business Day prior written notice required for funding requests equal to or greater than $10,000,000. For funding requests for such U.S. Overadvance Loans less than $10,000,000, written notice must be provided by 1:00 p.m. (a “U.S. Pay Down”New York time) within 15 days following notice by Agent on the Business Day on which the Loan is to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes be made. All LIBOR Loans require three (3) Business Days prior written notice. Written notices for funding requests shall be in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender form attached as Exhibit 1.1(a)(ii) (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. “Notice of Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseAdvance”).

Revolving Loans. (i) Subject to the terms and conditions hereof, each Each Revolving Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. BorrowerBorrower hereunder. The Pro Rata Share of the U.S. Revolving Loan of any Revolving Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Datereborrowed; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Borrowing Availability may be further reduced by Reserves imposed by Agent in its reasonable credit judgment. All Revolving Loan Loans shall be repaid in full on the Commitment Termination Date. If Unless otherwise elected by any Revolving Lender pursuant to Section 1.9, the Borrower shall execute and deliver to each Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each note shall be in the maximum principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(a)(i) (each as amended, modified, extended, substituted or replaced from time to time, a “Revolving Note” and, collectively, the “Revolving Notes”). Other than pursuant to Section 1.1(a)(ii), if at any time the outstanding U.S. Revolving Loan Loans (including the Swing Line Loan and, if applicable, Loans) exceed the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (any such excess, a excess Revolving Loans are herein referred to collectively as “U.S. OveradvanceOveradvances”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and Advances, no additional Letters of Credit shall be issued. The U.S. issued and, except as provided in Section 1.1(a)(ii) below, Revolving Loan Loans must be repaid and/or immediately and Letters of Credit cash collateralized in an amount sufficient to eliminate any Overadvances. All Overadvances shall constitute Index Rate Loans and shall bear interest at the Default Rate. Revolving Credit Advances which are to be made as Index Rate Loans may be requested in any amount with one (1) Business Day’s prior written notice required for funding requests equal to or greater than $5,000,000. For funding requests for such U.S. Overadvance Revolving Credit Advances in an amount less than $5,000,000, written notice must be provided by 1:00 p.m. (a “U.S. Pay Down”New York time) within 15 days following notice by Agent to Borrower Representative that on the Business Day on which such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share is to be made. All requests for Revolving Credit Advances that are to be made as LIBOR Loans require three (3) Business Days prior written notice. Written notices for funding requests shall be in the form attached as Exhibit 1.1(a)(ii) (“Notice of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseCredit Advance”).

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointly--------------- limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments, to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate ------------ original amount of the Revolving Loan Commitments is $25,000,000; provided -------- that the Revolving Loan Commitments of the Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; provided further that the amount of the Revolving Loan -------- ------- Commitments shall be reduced from time to time by the amount of any Lender (includingreductions thereto made pursuant to subsection 2.4B. Each Lender's Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed, without duplicationsubject to the limitations and conditions set forth herein, Swing Line Loans) to but excluding the Revolving Loan Commitment Termination Date. Notwithstanding anything contained herein to the contrary, in no event shall not the Total Utilization of Revolving Loan Commitments at any time exceed its separate the Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid Commitments then in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject to the terms and conditions hereofset forth herein, each Revolving Lender agrees, severally and not jointly, agrees to make available Revolving Loans to U.S. the Borrower in Dollars pursuant to this Section 2.01(a) from time to time until during the Commitment Termination Date Revolving Availability Period in amounts such that its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time Outstandings shall not exceed U.S. Borrowing Availability. The U.S. (after giving effect to all Revolving Loan Loans repaid, all reimbursements of L/C Disbursements made, and all Refunded Swing Line Loans paid concurrently with the making of any Revolving Loans) its Revolving Commitment; provided that, immediately after giving effect to each such Revolving Loan, (i) the aggregate Revolving Outstandings shall be repaid in full on not exceed the Commitment Termination Date. If at any time the Revolving Committed Amount and (ii) with respect to each Revolving Lender individually, such Lender’s outstanding U.S. Revolving Loan Loans plus its (including other than the Swing Line Loan and, if applicable, the In-Season OveradvanceLender’s in its capacity as such) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the Participation Interests in outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders Loans plus its Participation Interests in outstanding L/C Obligations shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share Revolving Commitment Percentage of the U.S. Revolving Committed Amount. Each Revolving Borrowing Basecomprised of Eurodollar Loans shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $100,000, and each Revolving Borrowing comprised of Base Rate Loans shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $100,000 (except that any such Borrowing may be in the aggregate amount of the unused Revolving Commitments and any L/C Borrowing may be in the aggregate amount of any outstanding Unreimbursed Amounts owed to one or more L/C Issuers as provided in Section 2.05(e)(iv)) and shall be made from the several Revolving Lenders ratably in proportion to their respective Revolving Commitments. Within the foregoing limits, the Borrower may borrow under this Section 2.01(a), repay, or, to the extent permitted by Section 2.09, prepay, Revolving Loans and reborrow under this Section 2.01(a).

Revolving Loans. (i) Subject The Borrower shall repay the outstanding principal balance of the Revolving Loans, plus all accrued but unpaid interest thereon, on the Termination Date. The Borrower may prepay Revolving Loans at any time, and reborrow subject to the terms of this Agreement; provided, however, that with respect to any LIBOR Revolving Loans prepaid by the Borrower prior to the expiration date of the Interest Period applicable thereto, the Borrower promises to pay to the Agent for account of the Lenders the amounts described in Section 5.4; provided, however, if at any time the prepayment of Loans pursuant to this Agreement would result, in the Borrower incurring breakage costs under Section 5.4 as a result of LIBOR Revolving Loans being prepaid other than on the last day of an Interest Period applicable thereto (the "Affected LIBOR Loans"), then the Borrower may in its sole discretion initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of the Affected LIBOR Loans with the Bank of America or an Affiliate for the benefit of the Agent (which deposit, after giving effect to interest to be earned on such deposit prior to the last day of the relevant Interest Periods, must be equal in amount to the amount of Affected LIBOR Loans not immediately prepaid) to be held as security for the obligations of the Borrower hereunder pursuant to an agreement to be entered into in form and conditions hereofsubstance reasonably satisfactory to the Agent, each Lender agrees, severally and not jointlywith such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Loans that are LIBOR Revolving Loans (or such earlier date or dates as shall be requested by the Borrower), to make available repay an aggregate principal amount of such Loans equal to U.S. Borrower from time the Affected LIBOR Loans not initially repaid pursuant to time until this sentence. Notwithstanding anything to the Commitment Termination Date its Pro Rata Share contrary contained in the immediately preceding sentence, all amounts deposited as cash collateral pursuant to the immediately preceding sentence shall be held for the sole benefit of advances (each a “U.S. Revolving Credit Advance”) requested the Lenders whose Loans would otherwise have been immediately repaid with the amounts deposited and upon the taking of any action by U.S. the Agent or the Lenders pursuant to the remedial provisions of Section 11, any amounts held as cash collateral pursuant to this Section 4.1 shall, subject to the requirements of applicable law, be immediately applied to the relevant Loans. Following repayment of the relevant Loans, any remaining cash collateral will be returned to the Borrower. The Pro Rata Share In addition, and without limiting the generality of the U.S. Revolving Loan foregoing, upon demand and no later than the next Business Day following such demand, the Borrower promises to pay to the Agent, for account of any Lender (includingthe Lenders, the amounts, without duplication, Swing Line Loans) shall not by which at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until (a) the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) Aggregate Revolver Outstanding exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or Availability (with Availability for purposes of this clause (a) calculated as if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”Aggregate Revolver Outstandings were zero), Lenders shall not be obligated and (b) the Availability is less than $50,000,000 (with Availability for purposes of this clause (b) calculated without regard to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseMaximum Revolver Amount).

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Borrowers in Dollars or in one or more Alternative Currencies from time to time until on any Business Day during the period from and including the Closing Date to the earliest of (1) the Revolving Loan Commitment Termination Date Date, (2) the date of the termination of the Revolving Loan Commitments pursuant to subsection 2.4B(ii) and (3) the date of the termination of the commitment of each Revolving Lender to make Revolving Loans and Issuing Lender to issue, increase or extend Letters of Credit pursuant to Section 8, an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The amount of each Revolving Lender’s Revolving Loan Commitment as of the Third Amendment Effective Date is set forth opposite the name of such Lender on Schedule 2.1A and the Revolving Loan Commitment Amount as of the Third Amendment Effective Date is $200,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B (in which case, the amount of such Lender’s Revolving Loan Commitment is set forth in the Assignment Agreement) and shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4B. Each Revolving Lender’s Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Notwithstanding the foregoing, any Other Revolving Loans shall be due and payable as set forth in the relevant Incremental Assumption Agreement. Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall (w) the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan Commitment Amount then in effect or (including x) the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, aggregate principal amount of all outstanding Revolving Loans of any Lender plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed Outstanding Amount of all Letters of Credit plus such Lender’s Pro Rata Share of the U.S. Borrowing BaseOutstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Loan Commitment, or (y) the aggregate Outstanding Amount of all Revolving Loans made to a Foreign Co-Borrower shall not exceed the Foreign Co-Borrower Sublimit, or (z) the Outstanding Amount of all Revolving Loans denominated in Alternative Currencies plus the Outstanding Amount of all Letters of Credit denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Borrowers from time to time until during the period from November 14, 1997 to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The amount of each Lender's Revolving Loan Commitment as of the Closing Date is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of the Revolving Loan Commitments as of the Closing Date is $40,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loansreductions thereto made pursuant to subsections 2.4B(ii) shall not at any time exceed its separate and 2.4B(iii). Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If For the avoidance of doubt, all Revolving Loans made and Letters of Credit issued under the Existing Credit Agreement shall continue under this Agreement. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject to and upon the terms and conditions hereofherein set forth, each Lender with a Revolving Loan Commitment severally agrees, severally and not jointly(A) in the case of each Continuing Lender, to make available convert into Revolving Loans, on the Restatement Effective Date, Original Revolving Loans made by such Continuing Lender to U.S. the Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Revolving Loans made by such Continuing Lender and so outstanding and (y) such Continuing Lender's Revolving Loan Commitment as in effect on the Restatement Effective Date and/or (B) at any time and from time to time until on and after the Commitment Termination Restatement Effective Date its Pro Rata Share of advances and prior to the A TL/RL Maturity Date, to make a revolving loan or revolving loans (each a “U.S. "Revolving Credit Advance”Loan" and, collectively, the "Revolving Loans") requested by U.S. to the Borrower. The Pro Rata Share of the U.S. , which Revolving Loan of any Lender Loans (including, without duplication, Swing Line Loansi) shall not exceed for any Lender at any time exceed its separate outstanding that aggregate principal amount which, when added to the product of (x) such Lender's Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid Percentage and reborrowed from time to time until (y) the Commitment Termination Date; provided, that sum of (I) the aggregate amount of any U.S. all Letter of Credit Obligations outstanding at such time (exclusive of Letter of Credit Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Credit Advance to Loans or Swingline Loans) and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time and (ii) may, at the option of the Borrower, be made at any time shall not exceed U.S. Borrowing Availabilityincurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Rate Loans in accordance with the terms of this Agreement. The U.S. Borrower hereby agrees to execute and deliver to each Lender with a Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. a Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes Note in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof form of Exhibit A-3 to evidence the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if Loans made by such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.

Revolving Loans. (i) Subject The Lender shall, subject to the terms and --------------- conditions hereofset forth in this Agreement, each Lender agrees, severally and not jointly, to make available to U.S. Borrower upon any Borrower's request from time to time until time, make revolving loans (the Commitment Termination Date its Pro Rata Share "Revolving Loans") to such Borrower up to the limits of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrowerthe Availability. The Pro Rata Share Lender, in its discretion, may elect to exceed the limits of the U.S. Revolving Loan of any Availability on one or more occasions, but if it does so, the Lender (including, without duplication, Swing Line Loans) shall not at be deemed thereby to have changed the limits of the Availability or to be obligated to exceed the limits of the Availability on any time exceed its separate other occasion. If the unpaid balance of the Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until Loans exceeds the Commitment Termination Date; provided, that Availability (with Availability for this purpose determined as if the amount of any U.S. the Revolving Credit Advance Loans were zero), then the Lender may refuse to make or otherwise restrict Revolving Loans on such terms as the Lender determines until such excess has been eliminated. Each Borrower may request Revolving Loans either orally or in writing, provided, however, that each such request with respect to Reference Rate Loans shall be made at any time shall not exceed U.S. Borrowing Availabilityno later than 1:00 p.m. (Los Angeles, California time). The U.S. Each oral request for a Revolving Loan shall be repaid in full on conclusively presumed to be made by a person authorized by the Commitment Termination Date. If at any time Borrower to do so and the outstanding U.S. crediting of a Revolving Loan (including to the Swing Line Loan andBorrower's deposit account, if applicableor transmittal to such Person as the Borrower shall direct, shall conclusively establish the In-Season Overadvance) exceeds obligation of the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Borrower to repay such Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issuedLoan. The U.S. Lender will charge all Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient Loans and other Obligations to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result loan account of the imposition of Reserves or changes in Borrower maintained with the criteria set forth in Sections 1.7 or 1.8 which make less credit availableLender. In all All fees, commissions, costs, expenses, and other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof charges due from the Borrower pursuant to the contraryLoan Documents, no and all payments made and out-of-pocket expenses incurred by Lender (other than Agent with respect and authorized to be charged to the In-Season Overadvance) shall Borrower pursuant to the Loan Documents, will be obligated charged as Revolving Loans to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share the Borrower's loan account as of the U.S. Revolving Loan exceeds date due from the Borrower or would exceed such the date paid or incurred by the Lender’s Pro Rata Share of , as the U.S. Borrowing Basecase may be.

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsections 2.6A and 2.6B. The original amount of each Revolving Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the original Revolving Loan Commitment Amount is $50,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4B. Each Revolving Lender’s Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Revolving Lender’s Revolving Loan Commitment shall expire immediately and without further action at the close of business in New York City on February 15, 2006 if the Term Loans are not made on or before that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitment Amount then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject to the terms and conditions hereofset forth herein, each Revolving Lender agreesseverally agrees to make, severally convert and not jointly, continue Revolving Loans to make available to U.S. the Borrower from time to time until time, on any Business Day during the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (includingAvailability Period, without duplication, Swing Line Loans) shall in an aggregate amount not to exceed at any time exceed its separate outstanding the amount of such Revolving Loan Commitment. U.S. Lender’s Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination DateCommitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the amount of any U.S. Total Revolving Credit Advance to be made at any time Outstandings shall not exceed U.S. Borrowing Availability. The U.S. the Aggregate Revolving Loan shall be repaid in full on Credit Commitments, and (ii) the Commitment Termination Date. If at aggregate Outstanding Amount of the Revolving Loans of any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing BaseLender, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Revolving Share of the U.S. Revolving Loan exceeds or would exceed Outstanding Amount of all L/C - BA Obligations, plus such Lender’s Pro Rata Revolving Share of the U.S. Borrowing BaseOutstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Revolving Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.02, prepay under Section 2.06, and reborrow under this Section 2.02. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. On the Amendment No. 6 Effective Date, the Aggregate Revolving Credit Commitments shall be decreased from $350,000,000 to $300,000,000, and the Pro Rata Revolving Shares of each Revolving Lender shall be as set forth opposite the name of such Revolving Lender on Schedule 2.01. The Borrower shall prepay any Revolving Loans outstanding on the Amendment No. 6 Effective Date (and pay any amounts owing under Section 4.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Pro Rata Revolving Shares of the Revolving Lenders after giving effect to such decrease in the Aggregate Revolving Credit Commitments, provided that, after giving effect to the decrease in the Aggregate Revolving Credit Commitments, the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment.

Revolving Loans. Each Revolving Lender severally, and for itself alone, agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to continue to make loans to the Borrower on a revolving basis from time to time from and after the Restatement Date to, but not including, the Revolver Termination Date, in its Revolving Loan Pro Rata Share of such aggregate amount as the Borrower may request, but not exceeding in an aggregate principal amount at any one time outstanding (giving effect to the contemporaneous application of any Revolving Loan proceeds to the payment of any L/C Obligations or Swing Line Loans) the applicable Revolving Loan Commitment of such Revolving Lender at such time minus (i) Subject such Revolving Lender's Revolving Loan Pro Rata Share of the L/C Obligations outstanding at such time and (ii) such Revolving Lender's Revolving Loan Pro Rata Share of Swing Line Loans outstanding at such time. The Borrower and the Revolving Lenders acknowledge the making of the Revolving Loans which are outstanding on the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans shall continue to be outstanding pursuant to the terms and conditions hereofof this Agreement and the other Loan Documents. Prior to the Revolver Termination Date, each Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances Loans may be repaid and reborrowed from time to time until by the Commitment Termination Date; providedBorrower in accordance with the provisions hereof. Notwithstanding the foregoing, in the event that the amount Borrower repays Revolving Loans with proceeds from the Additional Term Loan and/or the issuance or incurrence of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicableIndebtedness permitted by Section 5.2.2(w), the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Borrower shall maintain a Total Available Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitment in an amount sufficient not less than (i) the aggregate amount of Revolving Loans repaid with proceeds from the Additional Term Loan and/or the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (ii) the aggregate amount of Revolving Loans incurred by the Borrower after June 30, 1995, the proceeds of which are used by the Borrower to eliminate repurchase, prepay, redeem or otherwise extinguish any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred 8-7/8% Notes, any 12-1/8% Subordinated Debentures or will occur as a result any Indebtedness for Money Borrowed of the imposition Borrower constituting Senior Indebtedness, in each case as permitted by Section 5.2.10(a)(xiv), until the earlier to occur of Reserves (A) the repurchase, prepayment or changes conversion in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In full of all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds 8-7/8% Notes or would exceed such Lender’s Pro Rata Share (B) the repurchase, prepayment, redemption or other extinguishment of 12-1/8% Subordinated Debentures and/or Indebtedness for Money Borrowed of the U.S. Borrowing BaseBorrower constituting Senior Indebtedness in an aggregate amount equal to, if positive, (1) the aggregate amount of proceeds received by the Borrower from the Additional Term Loan and the issuance or incurrence of Indebtedness permitted by Section 5.2.2(w) minus (2) the aggregate cash consideration paid by or on behalf of the Borrower to repurchase or prepay the 8-7/8% Notes as permitted by Section 5.2.10(a)(xiv).

Revolving Loans. Following the Funding Date, each Revolving Lender severally agrees to make revolving credit loans (ithe “Revolving Loans”) Subject in one or more Approved Currencies to the terms and conditions hereof, each Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until on any Business Day prior to the Commitment Revolving Termination Date its Pro Rata Share Date; provided that after giving effect to any such Revolving Loan, (x) with respect to the Revolving Lenders collectively, the Outstanding Amount of advances Revolving Obligations shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS (each a $150,000,000) (as such amount may be increased pursuant to Section 2.01(f) or decreased in accordance with the provisions hereof, the “U.S. Aggregate Revolving Credit AdvanceCommitted Amount”) requested by U.S. Borrower. The Pro Rata Share (of the U.S. which an amount not to exceed TWENTY FIVE MILLION DOLLARS ($25,000,000) may be utilized for Revolving Loan Loans in Alternative Currencies) and (y) with respect to each Revolving Lender individually, such Lender’s Revolving Commitment Percentage of any Lender (including, without duplication, Swing Line Loans) Revolving Loans shall not at any time exceed its separate respective Revolving Loan CommitmentCommitted Amount. U.S. Revolving Credit Advances Loans denominated in Dollars may consist of Base Rate Loans, Eurodollar Rate Loans or a combination thereof, as the Borrower may request. Revolving Loans denominated in an Alternative Currency must consist of Eurodollar Rate Loans. Revolving Loans may be repaid and reborrowed from time in accordance with the provisions hereof. Subject to, and to time until the Commitment Termination Date; providedextent provided in, Article XII, Revolving Loans denominated in an Alternative Currency that the amount of any U.S. Revolving Credit Advance are required to be made at any time by a Participating Alternative Currency Lender pursuant to this Section 2.01(a) shall not exceed U.S. Borrowing Availabilityinstead be made by the Alternative Currency Fronting Lender and purchased and settled by such Participating Alternative Currency Lender in accordance with Article XII. The U.S. Notwithstanding anything contained herein, no Revolving Loan shall Loans may be repaid in full on used to fund the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicableIAC Dividend, the InSpin-Season Overadvance) exceeds the U.S. Borrowing BaseOff, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof transaction related to the contrary, no Lender (other than Agent with respect to the InSpin-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds Off or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseundertaken as contemplated by Section 8.12.

Revolving Loans. (i) Subject to the terms and conditions hereof, each Each Lender agrees, severally and not jointly, to make available lend to U.S. Borrower from time the Closing Date to time until January 23, 2009 (the “Commitment Termination Date Date”), its Pro Rata Share of advances (each a “U.S. the Revolving Credit Advance”) Loans requested by U.S. Borrower. The Pro Rata Share Borrower to be made by Lenders under this subsection 1.1(A), up to an aggregate maximum for all Lenders of Sixty Million Dollars ($60,000,000) (as the U.S. Revolving Loan of any Lender (includingsame may be reduced from time to time hereunder, without duplication, Swing Line Loans) shall not at any time exceed its separate the “Revolving Loan Commitment”). U.S. Advances or amounts outstanding under the Revolving Credit Advances Loan Commitment will be called “Revolving Loans”. Revolving Loans may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. reborrowed. All Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan Loans shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loans exceed the Maximum Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”)Balance, Lenders shall not be obligated to make U.S. Revolving Credit Advances and Loans, no additional Letters of Credit shall be issued. The U.S. issued and Revolving Loan Loans must be repaid and/or Letters of Credit cash collateralized immediately in an amount sufficient to eliminate any such U.S. Overadvance excess. Revolving Loans may be requested in any amount with one (1) Business Day’s prior written or telephonic notice required for amounts equal to or greater than $5,000,000. For amounts less than $5,000,000, written or telephonic notice must be provided by noon (Chicago, Illinois time) on the day on which the Revolving Loan is to be made. All Revolving Loans to be made as LIBOR Loans require three (3) Business Days’ prior written notice. All Revolving Loans requested telephonically must be confirmed in writing within twenty-four (24) hours. Written notices for funding requests shall be in the form attached as Exhibit 1.1(A). Neither Agent nor any Lender shall incur any liability to Borrower for acting upon any telephonic notice that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrower. The “U.S. Pay DownMaximum Revolving Loan Balance” will be the lesser of (a) the Borrowing Base (as calculated on Exhibit 4.5(F), the “Borrowing Base Certificate”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred less outstanding Letter of Credit Liability (“Borrowing Base Availability”) or will occur as a result of (b) the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share Commitment less outstanding Letter of the U.S. Borrowing BaseCredit Liability.

Revolving Loans. (i) Subject to the terms and conditions hereofset forth herein, each Revolving Lender agrees, severally and not jointly, agrees to make available Revolving Loans to U.S. the Borrower in Dollars pursuant to this Section 2.01(a) from time to time until during the Revolving Availability Period in amounts such that its Revolving Outstandings shall not exceed (after giving effect to all Revolving Loans repaid, all reimbursements of L/C Disbursements made, and all Refunded Swing Line Loans paid concurrently with the making of any Revolving Loans) its Revolving Commitment; provided that, immediately after giving effect to each such Revolving Loan, (i) the aggregate Revolving Outstandings shall not exceed the Revolving Committed Amount and (ii) with respect to each Revolving Lender individually, such Lender’s outstanding Revolving Loans plus its (other than the Swing Line Lender’s in its capacity as such) Participation Interests in outstanding Swing Line Loans plus its Participation Interests in outstanding L/C Obligations shall not exceed such Lender’s Revolving Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share Percentage of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination DateCommitted Amount; provided, further, that no more than the amount greater of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvancex) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan $10,000,000 and (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvancey) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate fund original issue discount and/or upfront fees in connection with the Revolving Loans and the Term Loans may be drawn on the Closing Date. Each Revolving Borrowing comprised of Eurodollar Loans shall be in an aggregate principal amount of $5,000,000 or any larger multiple of $100,000, and each Revolving Borrowing comprised of Base Rate Loans shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $100,000 (except that any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result Borrowing may be in the aggregate amount of the imposition of Reserves or changes unused Revolving Commitments and any L/C Borrowing may be in the criteria set forth aggregate amount of any outstanding Unreimbursed Amounts owed to one or more L/C Issuers as provided in Sections 1.7 or 1.8 which make less credit availableSection 2.05(e)(iv)) and shall be made from the several Revolving Lenders ratably in proportion to their respective Revolving Commitments. In all other casesWithin the foregoing limits, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof the Borrower may borrow under this Section 2.01(a), repay, or, to the contraryextent permitted by Section 2.09, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. prepay, Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseLoans and reborrow under this Section 2.01(a).

Revolving Loans. (i) Subject to the terms and conditions hereofof this Agreement, each Lender agrees, severally and but not jointly, jointly agrees to make available Revolving Loans to U.S. Borrower the Borrowers jointly and severally from time to time until from the Commitment Closing Date through the Revolving Facility Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) as requested by U.S. Borrower. The Pro Rata Share AHL, on behalf of the U.S. Revolving Loan Borrowers, in accordance with the terms of Section 2.2; provided that, after giving effect to any amount requested, (i) the aggregate principal amount (reflecting the Assigned Dollar Value of any Lender (including, without duplication, Swing Line outstanding Foreign Currency Loans) of all outstanding Revolving Loans shall not exceed the Aggregate Commitment less the sum of (A) the sum of the principal amount of any drawings not reimbursed pursuant to Section 2.5(d) and the undrawn amount of outstanding Letters of Credit (reflecting the Assigned Dollar Value of such unreimbursed drawings made in an Alternative Currency or such undrawn amount of any Letters of Credit payable in an Alternative Currency), (B) the aggregate principal amount of all outstanding Swingline Loans, and (C) the Assigned Dollar Value of all outstanding European Swingline Loans, and (ii) the sum of (A) the principal amount of Revolving Loans (reflecting the Assigned Dollar Value of any outstanding Foreign Currency Loans) from any single Lender, plus (B) the principal amount of such Lender's share of any required participations in outstanding Swingline Loans, as required pursuant to Section 2.4, plus (C) the principal amount of such Lender's share of any required participations in outstanding European Swingline Loans, as required pursuant to Section 2.12, plus such Lender's share of any required participations in the outstanding amount of any Letters of Credit (reflecting the Assigned Dollar Value of such unreimbursed drawings made in an Alternative Currency or such undrawn amount of any Letters of Credit payable in an Alternative Currency), as required pursuant to Section 2.5, shall not at any time exceed its separate such Lender's Commitment. Each Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan by a Lender shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated principal amount equal to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share 's Commitment Percentage of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.the

Revolving Loans. (i) Subject Prior to the terms Third Amended and conditions hereofRestated Closing Date, Lenders have made Revolving Loans in the aggregate principal amount of $234,222,410.60 against the Revolving Loan Commitments, the proceeds of which were used to purchase and modify Eligible Aircraft. From and after the Third Amended and Restated Closing Date, each Lender severally agrees, severally subject to the conditions set forth in Section 3 and not jointlysubject to the limitations set forth below, to make available lend to U.S. Borrower Company from time to time until during the period from the Third Amended and Restated Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount, together with the amount of Revolving Loans made prior to the Third Amended and Restated Closing Date, not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5A. The amount of each Lender's Revolving Loan Commitment on the date hereof is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of the Revolving Loan Commitments on the date hereof is $250,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 9.1B; and provided, further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4B(ii). Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date unless converted to Term Loans pursuant to subsection 2.1A(ii). U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time Amounts reborrowed after prepayment pursuant to subsection 2.4B(iii)(e) shall be allocated ratably among the outstanding U.S. Revolving Loan (including Notes relating to all Financed Aircraft. Anything to the Swing Line Loan and, if applicablecontrary in this Agreement notwithstanding, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit Loans shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized subject to the limitation that in no event shall the Lenders lend an amount sufficient in excess of (x) on the date of acquisition of an Eligible Aircraft the lesser of (i) an amount equal to eliminate any the purchase price of such U.S. Overadvance Eligible Aircraft and (a “U.S. Pay Down”ii) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result 80% of the imposition Appraised Value of Reserves or changes in such Eligible Aircraft as of the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof date of acquisition (but without giving effect to the contrarycontemplated modifications) or (y) on any date Revolving Loans are made to finance the modification of an Eligible Aircraft, no Lender 80% of the cost thereof as reflected in invoices delivered to Administrative Agent pursuant to subsection 3.2A (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.final

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. As of the Restatement Effective Date, the aggregate amount of the Revolving Loan Commitments is $300,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to (1) any Lender increase in Revolving Loan Commitments pursuant to subsection 2.1A(iv), and (including, without duplication, Swing Line Loans2) any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B (in no event shall not at any time such adjustment cause a Lender’s Revolving Loan Exposure to exceed its separate Revolving Loan Commitment); and provided further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii). U.S. Each Revolving Credit Advances Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointly--------------- limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. the aggregate amount of the Revolving Credit Advance”) requested by U.S. BorrowerLoan Commitments to be used for the purposes identified in subsection 2.5. The Pro Rata Share original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original ------------ amount of the U.S. Revolving Loan Commitments is $275,000,000; provided that the -------- Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further that the amount of the Revolving Loan -------- ------- Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsections 2.4A(ii). Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(i) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. lesser of (y), the Revolving Loan Commitments then in effect and (including z) the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Adjusted Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Amount then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject to the terms and conditions hereofset forth herein, (i) pursuant to the U.S. Commitments, each U.S. Lender agrees, hereby severally and not jointly, jointly agrees to make available revolving loans (each a "U.S. Loan") to the Domestic Borrowers from time to time on any Business Day during the period from the Closing Date to the Revolving Credit Termination Date, in an aggregate amount not to exceed at any time outstanding such U.S. Lender's Pro Rata Share of the Revolving Credit Availability under the U.S. Facility at such time, provided, however, at no time shall the aggregate Revolving Credit Obligations owed by the Domestic Borrowers under the U.S. Facility exceed the Maximum Revolving Credit Amount for the U.S. Facility at such time, (ii) pursuant to the Multicurrency Commitments, each Multicurrency Lender hereby severally and not jointly agrees to make revolving loans (each a "Multicurrency Loan") to the Multicurrency Borrower from time to time until on any Business Day during the Commitment Termination period from the Closing Date its Pro Rata Share of advances (each a “U.S. to the Revolving Credit Advance”Termination Date, in an aggregate amount (converted to the Dollar Equivalent thereof) requested by U.S. Borrower. The not to exceed at any time outstanding such Multicurrency Lender's Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid Availability under the Multicurrency Facility at such time, provided, however, at no time shall the aggregate Revolving Credit Obligations owed by the Multicurrency Borrower under the Multicurrency Facility exceed the Maximum Revolving Credit Amount for the Multicurrency Facility at such time, and reborrowed (iii) pursuant to the Canadian Commitments, each Canadian Lender hereby severally and not jointly agrees to make revolving loans (each a "Canadian Loan" and, together with the U.S. Loans and the Multicurrency Loans, the "Revolving Loans") to the Canadian Borrower from time to time until on any Business Day during the Commitment period from the Closing Date to the Revolving Credit Termination Date; provided, that in an aggregate amount (converted to the amount of any U.S. Revolving Credit Advance Dollar Equivalent thereof) not to be made exceed at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Canadian Lender’s 's Pro Rata Share of the Revolving Credit Availability under the Canadian Facility at such time, provided, however, at no time shall the aggregate Revolving Credit Obligations owed by the Canadian Borrower exceed the Maximum Revolving Credit Amount for the Canadian Facility at such time. All Revolving Loans comprising the same Borrowing hereunder shall be made by the U.S. Lenders, the Multicurrency Lenders or the Canadian Lenders, as the case may be, simultaneously and proportionately to their then respective Pro Rata Shares of the applicable Credit Facility. Subject to the provisions hereof, any Borrower may repay any outstanding Revolving Loan exceeds or would exceed on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this Section 2.01(a) at the time of such Lender’s Pro Rata Share Borrowing, until the Revolving Credit Termination Date. Each Borrowing of U.S. Loans shall be in Dollars, each Borrowing of Multicurrency Loans shall be denominated in a single Optional Currency and each Borrowing of Canadian Loans shall be in Canadian Dollars. Each Borrowing of Multicurrency Loans shall be in an aggregate minimum amount of the Dollar Equivalent of $500,000 for Floating Rate Loans (and in approximately similar intervals in the applicable Optional Currency in excess thereof) and $1,000,000 for Fixed Rate Loans (and in approximately similar intervals in the applicable Optional Currency in excess thereof). The Multicurrency Borrower shall not request Borrowings of Multicurrency Loans on more than two (2) Business Days during any calendar week (it being agreed and understood that the Multicurrency Borrower may request more than one Borrowing on any such Business Day) and shall not request Borrowings in any Optional Currency if, after giving effect to such Borrowing, the aggregate Dollar Equivalent principal amount of all outstanding Multicurrency Loans denominated in such Optional Currency would be $20,000,000. Borrowings under the U.S. Borrowing BaseFacility and the Canadian Facility shall not be subject to a minimum amount; provided, that Borrowings of Fixed Rate Loans under the U.S. Facility shall be in the amounts specified in Section 4.02(a).

Revolving Loans. Each Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, (i) Subject to maintain as Revolving Loans hereunder its "Revolving Loans" (as defined in the terms Original Credit Agreement) which are outstanding as of the Restatement Closing Date and conditions hereof, each Lender agrees, severally and not jointly, (ii) to make available lend to U.S. Borrower Company from time to time until during the period from the Restatement Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Commitment as of the Restatement Closing Date is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate amount of the Revolving Loan Commitments as of the Restatement Closing Date is $150,000,000; PROVIDED that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and PROVIDED, FURTHER that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4B(ii). Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iv) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Revolving Lender’s Revolving Loan Commitment will be set forth in an allocation letter delivered to such Lender by Administrative Agent and the aggregate original amount of the Revolving Loan Commitments is $50,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4. Each Revolving Lender’s Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Revolving Lender’s Revolving Loan Commitment shall expire immediately and without further action on April 15, 2004 if the Term Loans are not made on or before that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (i) Subject to the terms and conditions hereofset forth herein and in the Ancillary Agreements, each Lender agrees, severally and not jointly, Laurus may make revolving loans (the "Revolving Loans") to make available to U.S. Borrower the Companies from time to time until during the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of Term which, in the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not aggregate at any time outstanding, will not exceed the lesser of (x) (I) the Capital Availability Amount minus (II) such reserves as Laurus may reasonably in its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid good faith judgment deem proper and reborrowed necessary from time to time until (the Commitment Termination Date; provided, that "Reserves") and (y) an amount equal to (I) the Accounts Availability minus (II) the Reserves. The amount of any U.S. Revolving Credit Advance to be made derived at any time from Section 2(a)(i)(y)(I) minus 2(a)(i)(y)(II) shall not exceed U.S. Borrowing Availabilitybe referred to as the "Formula Amount." The Companies shall, jointly and severally, execute and deliver to Laurus on the Closing Date the Secured Revolving Note and the Secured Term Note evidencing the Loans funded on the Closing Date. The U.S. Companies hereby each acknowledge and agree that Laurus' obligation to purchase the Secured Revolving Loan Note and the Secured Term Note from the Companies on the Closing Date shall be repaid contingent upon the satisfaction (or waiver by Laurus in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvanceits sole discretion) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria items and matters set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof the closing checklist provided by Laurus to the contrary, no Lender (other than Agent with respect Companies on or prior to the In-Season OveradvanceClosing Date. The Companies hereby each further acknowledge and agree that in connection which each borrowing of Loans hereunder, the Companies shall immediately prior to each such borrowing and immediately after giving effect thereto, be deemed to have certified to Laurus that at the time of each such proposed borrowing and also after giving effect thereto (i) there shall be obligated exist no Event of Default, (ii) all representations, warranties and covenants made by the Companies in connection with this Agreement and the Ancillary Agreements are true, correct and complete and (iii) all of each Company's and its respective Subsidiaries' covenant requirements under this Agreement and the Ancillary Agreements have been met. The Companies hereby agree to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of provide a certificate confirming the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseforegoing concurrently with each request for a borrowing hereunder.

Revolving Loans. Each Revolving Lender severally agrees to make revolving loans (i“Revolving Loans”) Subject to the terms and conditions hereof, each Lender agrees, severally and not jointly, to make available to U.S. Borrower Borrowers from time to time the Closing Date until the Revolving Loan Commitment Termination Date in an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. the aggregate amount of the Revolving Credit Advance”) requested by U.S. BorrowerLoan Commitments. Each Borrower shall use the proceeds of any such Revolving Loans solely for the purposes identified in Section 5.12. The Pro Rata Share amount of each Revolving Lender’s Commitment as of the U.S. date of the Ninth Amendment is set forth opposite its name on Schedule 2.1.A annexed hereto and the aggregate amount of the Revolving Loan Commitments is $11,224,043,14; provided that the Revolving Loan Commitments of the applicable Revolving Lenders shall be adjusted to give effect to any assignments of such Revolving Lender’s respective Revolving Loan Commitments pursuant to Section 9.1.; and provided further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (includingreductions thereto made pursuant to Section 2.5. Notwithstanding anything to the contrary herein, without duplication, Swing Line Loansthe outstanding principal amount of Revolving Loans made pursuant to this Section 2.1.A(ii) shall not at any time exceed its separate $5,142,298.87. Each Revolving Lender’s Revolving Loan CommitmentCommitments shall expire immediately and without further action on the Revolving Loan Commitment Termination Date and no Revolving Loans shall be made after such date. U.S. Revolving Credit Advances Amounts borrowed under this Section 2.1.A.(ii) and subsequently repaid or prepaid may be repaid and reborrowed from time to time until the Commitment Termination Datereborrowed; provided, however, that (i) the aggregate principal amount of any U.S. Revolving Credit Advance Loans outstanding that were made pursuant to be made this Section 2.1.A(ii) shall not at any time shall exceed $5,142,298.87 and (ii) the aggregate principal amount of the Revolving Loans (including LOC Revolving Loans) outstanding at any time, when taken together with the outstanding Letter of Credit Obligations, may not exceed U.S. Borrowing Availability. The U.S. the aggregate amount of the Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. OveradvanceCommitments.”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.

Revolving Loans. (i) Subject Each Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower from time to time until during the period from the date on which the balance in the Special Collateral Account has been reduced to less than $1,000,000 but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The aggregate original amount of the Revolving Loan Commitments is $25,000,000; PROVIDED that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4B. Each Lender's Revolving Loan CommitmentCommitment shall expire immediately and without further action on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; PROVIDED that each Lender's Revolving Loan Commitment shall expire immediately and without further action on June 30, 2001 if the Tranche A Term Loans have not been not made on or before that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the outstanding U.S. lesser of the Revolving Loan (including Commitments then in effect and the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. The Borrowers shall repay the outstanding principal balance of the Revolving Loans, together with all other non-contingent Obligations (i) Subject other than Term Loan Obligations), including all accrued and unpaid interest thereon, on the Revolving Termination Date (or with respect to any Bank Products, any applicable earlier date). The Borrowers may prepay the terms Revolving Loans, in whole or in part, at any time and conditions hereof, each Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until and, subject to the Commitment terms of this Agreement, reborrow prior to the Revolving Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. BorrowerDate. The Pro Rata Share In addition, and without limiting the generality of the U.S. foregoing, the Borrowers shall immediately pay to the Administrative Agent, for the account of the Revolving Loan of Lenders, the amount, if any Lender (including, and without duplication, Swing Line Loans) by which the Aggregate Revolver Outstandings exceed the Borrowing Base. The Borrowers shall not at any time exceed its separate have the option, without the consent of the Term Lenders, to request that the Revolving Lenders extend the Stated Revolving Termination Date to a date no later than the Stated Term Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination Date; provided, subject to the approval of all of the Revolving Lenders in their sole discretion. In the event that the amount Borrowers wish to obtain a revolving credit facility on terms that, in the reasonable judgment of the Majority Term Lenders, are no less adverse taken as a whole to the Term Lenders than those contained in this Agreement with revolving credit lenders that are commercial banks, commercial finance companies or other asset-based lenders that provide asset-based revolving credit loans in the ordinary course of business, the Term Lenders agree to amend this Agreement or enter into a new loan agreement to provide for such replacement revolving credit facility on such terms; provided that in no event shall the foregoing obligate the Term Lenders to consent to any U.S. Revolving Credit Advance amendment to this Agreement or enter into a new loan agreement in respect of such replacement revolving credit facility which in the reasonable judgment of the Majority Term Lenders would be made at any time adverse to the Term Lenders taken as a whole; provided further that the Borrowers shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on pay all of the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan Term Lenders’ reasonable fees and expenses (including reasonable fees and expenses of counsel) incurred in connection with the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (negotiation of such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less replacement revolving credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Basefacility.

Revolving Loans. (i) Subject Each Lender with a Revolving Loan Commitment severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available maintain such existing Revolving Loans and to U.S. Borrower lend to Company from time to time until during the period from the Effective Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount which shall not exceed its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments, to be used for the purposes identified in subsection 2.5B. The original amount of each Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $75,000,000; provided that the Revolving Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; provided further, that the amount of the Revolving Loan Commitments shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4B. Each Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2. 1A(iv) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof anything contained herein to the contrary, in no Lender (other than Agent with respect to event shall the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share Total Utilization of the U.S. Revolving Loan exceeds or would Commitments at any time exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseRevolving Loan Commitments then in effect.

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Effective Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5E. The original amount of each Revolving Lender's Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Revolving Loan Commitments is $20,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B; and provided, further that the amount of the Revolving Loan Commitments shall be reduced from time to time by the 71 amount of any Lender (including, without duplication, Swing Line Loansreductions thereto made pursuant to subsections 2.4B(ii) shall not at any time exceed its separate and 2.4B(iii). Each Revolving Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date; provided that each Revolving Lender's Revolving Loan Commitment shall expire immediately and without further action on December 10, 1999 if the Term Loans are not made on or before that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(vi) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time Anything contained in this Agreement to the outstanding U.S. contrary notwithstanding, the Revolving Loans and the Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit Commitments shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof subject to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Base.following limitations:

Revolving Loans. (i) Subject to the terms and conditions hereofset forth herein, each Revolving Lender agreesseverally agrees to make, severally convert and not jointly, continue Revolving Loans to make available to U.S. the Borrower from time to time until time, on any Business Day during the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (includingAvailability Period, without duplication, Swing Line Loans) shall in an aggregate amount not to exceed at any time exceed its separate outstanding the amount of such Revolving Loan Commitment. U.S. Lender’s Revolving Credit Advances may be repaid and reborrowed from time to time until the Commitment Termination DateCommitment; provided, however, that after giving effect to any Revolving Borrowing, (i) the amount of any U.S. Total Revolving Credit Advance to be made at any time Outstandings shall not exceed U.S. Borrowing Availability. The U.S. the Aggregate Revolving Loan shall be repaid in full on Credit Commitments, and (ii) the Commitment Termination Date. If at aggregate Outstanding Amount of the Revolving Loans of any time the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing BaseLender, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Revolving Share of the U.S. Revolving Loan exceeds or would exceed Outstanding Amount of all L/C - BA Obligations, plus such Lender’s Pro Rata Revolving Share of the U.S. Borrowing BaseOutstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment. Within the limits of each Revolving Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.02, prepay under Section 2.06, and reborrow under this Section 2.02. Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. On the Amendment No. 5 Effective Date, the Aggregate Revolving Credit Commitments shall be increased from $225,000,000 to $475,000,000, and the Pro Rata Revolving Shares of each Revolving Lender shall be as set forth opposite the name of such Revolving Lender on Schedule 2.01. The Borrower shall prepay any Revolving Loans outstanding on the Amendment No. 5 Effective Date (and pay any amounts owing under Section 4.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Pro Rata Revolving Shares of the Revolving Lenders after giving effect to such increase in the Aggregate Revolving Credit Commitments, provided that, after giving effect to the increase in the Aggregate Revolving Credit Commitments, the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such Lender’s Pro Rata Revolving Share of the Outstanding Amount of all L/C - BA Obligations, plus such Lender’s Pro Rata Revolving Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment.

Revolving Loans. (i) Subject Each Revolving Lender severally agrees, subject to the terms and conditions hereof, each Lender agrees, severally and not jointlylimitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make available lend to U.S. Borrower Company from time to time until during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of advances (each a “U.S. Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share the aggregate amount of the U.S. Revolving Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Revolving Lender's Revolving Loan Commitment will be set forth in an allocation letter delivered to such Lender by Administrative Agent at or before the Closing Date, and the aggregate original amount of the Revolving Loan Commitments is $50,000,000; provided that the Revolving Loan Commitments of Revolving Lenders shall be adjusted to give effect to any assignments of the Revolving Loan Commitments pursuant to subsection 10.1B and shall be reduced from time to time by the amount of any Lender (including, without duplication, Swing Line Loans) shall not at any time exceed its separate reductions thereto made pursuant to subsection 2.4. Each Revolving Lender's Revolving Loan CommitmentCommitment shall expire on the Revolving Loan Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Loan Commitments shall be paid in full no later than that date. U.S. Revolving Credit Advances Amounts borrowed under this subsection 2.1A(ii) may be repaid and reborrowed from time to time until but excluding the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of the Revolving Loan Commitments at any time exceed the outstanding U.S. Revolving Loan (including the Swing Line Loan and, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized Commitments then in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes in the criteria set forth in Sections 1.7 or 1.8 which make less credit available. In all other cases, such U.S. Pay Down must occur immediately. Notwithstanding any provision hereof to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing Baseeffect.

Revolving Loans. (iA) Upon the satisfaction of the conditions precedent set forth in SECTIONS 5.1 and 5.2, from and including the Closing Date and prior to the Termination Date, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make revolving loans to the Borrower from time to time, in Dollars or Eurocurrency Rate Loans in any Agreed Currency, in a Dollar Amount not to exceed such Lender's Pro Rata Share of Revolving Credit Availability at such time (each individually, a "REVOLVING LOAN" and, collectively, the "REVOLVING LOANS"); PROVIDED, HOWEVER, at no time shall the Dollar Amount of the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and conditions hereof, each Lender agrees, severally and not jointly, to make available to U.S. Borrower from time to time until the Commitment Termination Date its Pro Rata Share of advances (each a “U.S. reborrow Revolving Credit Advance”) requested by U.S. Borrower. The Pro Rata Share of the U.S. Revolving Loan of any Lender (including, without duplication, Swing Line Loans) shall not Loans at any time exceed its separate Revolving Loan Commitment. U.S. Revolving Credit Advances may be repaid and reborrowed from time prior to time until the Commitment Termination Date; provided, that the amount of any U.S. Revolving Credit Advance to be made at any time shall not exceed U.S. Borrowing Availability. The U.S. Revolving Loan shall be repaid in full on the Commitment Termination Date. If at any time The Revolving Loans made on the outstanding U.S. Revolving Loan Closing Date or on or before the third (including the Swing Line Loan and, if applicable, the In-Season Overadvance3rd) exceeds the U.S. Borrowing Base, plus the Maximum In-Season Overadvance Business Day thereafter shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or if the outstanding U.S. Revolving Loan (including the Swing Line Loan but excluding, if applicable, the In-Season Overadvance) exceeds the U.S. Borrowing Base (such excess, a “U.S. Overadvance”), Lenders shall not be obligated to make U.S. Revolving Credit Advances and no additional Letters of Credit shall be issued. The U.S. Revolving Loan must be repaid and/or Letters of Credit cash collateralized in an amount sufficient to eliminate any such U.S. Overadvance (a “U.S. Pay Down”) within 15 days following notice by Agent to Borrower Representative that such U.S. Overadvance has occurred or will occur as a result of the imposition of Reserves or changes converted into Eurocurrency Rate Loans in the criteria manner provided in SECTION 2.9 and subject to the other conditions and limitations therein set forth and set forth in Sections 1.7 this ARTICLE II and set forth in the definition of Interest Period. Revolving Loans made after the third (3rd) Business Day after the Closing Date shall be, at the option of the Borrower, selected in accordance with SECTION 2.9, either Floating Rate Loans or 1.8 which make less credit availableEurocurrency Rate Loans. In all other casesOn the Termination Date, such U.S. Pay Down must occur immediatelythe Borrower shall repay in full the outstanding principal balance of the Revolving Loans. Notwithstanding any provision hereof Each Advance under this SECTION 2.1 shall consist of Revolving Loans made by each Lender ratably in proportion to the contrary, no Lender (other than Agent with respect to the In-Season Overadvance) shall be obligated to make any U.S. Revolving Credit Advance if such Lender’s 's respective Pro Rata Share of the U.S. Revolving Loan exceeds or would exceed such Lender’s Pro Rata Share of the U.S. Borrowing BaseShare.